Retirement Savings Plan for Hourly Employees, as amended



 Exhibit 4.1 

 

401(k) Non-Standardized Prototype 
 Adoption Agreement 
 The Charles Schwab Defined 

Contribution Plan and Trust 

 EnPro Industries, Inc. 
 Retirement Savings Plan for Hourly Employees

 



 







 401(K) NON-STANDARDIZED PROTOTYPE
ADOPTION AGREEMENT #002 
 FOR 

THE CHARLES SCHWAB DEFINED CONTRIBUTION PLAN
AND TRUST #01 
  
  

 

							
	 Section 1.
	  	General Plan Information	  	 	2	  
			
	 Section 2.
	  	Service Definitions for Eligibility, Vesting and Allocations	  	 	3	  
			
	 Section 3.
	  	Eligibility Requirements	  	 	5	  
			
	 Section 4.
	  	Elective Deferrals	  	 	11	  
			
	 Section 5.
	  	Safe Harbor Contributions	  	 	11	  
			
	 Section 6.
	  	Non-Safe Harbor Matching Contributions	  	 	12	  
			
	 Section 7.
	  	Non-Safe Harbor Non-Elective Contributions	  	 	14	  
			
	 Section 8.
	  	Rollovers and Employee Contributions	  	 	15	  
			
	 Section 9.
	  	Prevailing Wage Contributions	  	 	16	  
			
	 Section 10.
	  	Vesting Requirements	  	 	17	  
			
	 Section 11.
	  	Compensation Definitions	  	 	19	  
			
	 Section 12.
	  	Allocation of Forfeitures	  	 	24	  
			
	 Section 13.
	  	Allocation of Earnings and Losses	  	 	25	  
			
	 Section 14.
	  	Normal and Early Retirement Age	  	 	25	  
			
	 Section 15.
	  	Distribution Provisions	  	 	26	  
			
	 Section 16.
	  	Loans, Insurance and Directed Investments	  	 	28	  
			
	 Section 17.
	  	Top Heavy Allocations	  	 	29	  
			
	 Section 18.
	  	Testing Elections	  	 	29	  
			
	 Section 19.
	  	401(k) SIMPLE Provisions	  	 	29	  
			
	 Section 20.
	  	Miscellaneous Provisions	  	 	30	  
			
	 Section 21.
	  	Signature Provisions	  	 	31	  


  

					
	Prototype 401(k) Non-Std.	  	Page 1 of 31	  	IRS Serial No:  M391053a









 Section 1.  General Plan Information 

 
  
  

											
	1.1    	 	Plan Name	 	   EnPro Industries Inc. Retirement Savings Plan for Hourly
Employees

					
		 		 	  
	 	Plan #	 	
  005  



					
			
	1.2    	 	Sponsoring Employer	 	   EnPro Industries, Inc.

			
		 		 	  



													
			
		 	Address	 	   5606 Carnegie
Blvd.



													
							
		 	City	 	   Charlotte
	 	State	 	
        NC        

	 	ZIP Code	 	   28209-4674



													
							
		 	Telephone#	 	   (704) 731-1500
	 	Tax ID#	 	   01-0573945
	 	Trust ID #	 	  



													
						
	1.3    	 	Fiscal Year.	 	x    A 12-consecutive month period beginning	 	 Jan 1
	 	and ending	 	 Dec 31

				
		 		 	         ̈  Except for a short Fiscal Year 
beginning	 	  

				
		 		 	 ̈ A 52-53 week year  ̈ beginning  ̈
ending	 	  



					
			
	1.4    	 	Type of Business Entity. (check one)    	 	x C-Corporation
		 		 	 ̈ S-Corporation
		 		 	 ̈ Partnership
		 		 	 ̈ Sole Proprietorship
		 		 	 ̈ Tax Exempt Organization
		 		 	 ̈ Limited Liability Company (LLC)
		 		 	 ̈ Limited Liability Partnership (LLP)
		 		 	 ̈ Other (must be a legal entity recognized under Federal income tax laws)
		 		 	  



 

													
	1.5    	 	Adopting Employers. Check here x if there are additional adopting employers and complete the “Adopting
Employer Addendum.”
			
	1.6    	 	Plan Administrator	 	   Benefits Committee of EnPro Industries,
Inc.



													
			
		 	Address	 	   5606 Carnegie
Blvd.



													
							
		 	City	 	   Charlotte
	 	State	 	
        NC        

	 	ZIP Code	 	   28209-4674



													
					
		 	Telephone#	 	   (704) 731-1500
	 	Fax #	 	  


  

			
	1.7    	 	Trustees.    The Trustees of the Plan are as selected below. (The use of a trust agreement other than one which has been approved by the
Internal Revenue Service for use with this Plan will remove the Plan from M&P status and render it individually designed.)


									
					
		 	 ̈ Individual Trustees	  	  
	  	  
	  	  

					
		 		  	  
	  	  
	  	  



					
			
		 	     Address      	  	  



													
							
		 	      City	 	    
	 	State	 	
                 
        
	 	ZIP Code	 	    



 

					
		 	x Corporate Trustee	  	   Charles Schwab Trust Company, a division of Charles Schwab
Bank



					
			
		 	      Address      	  	   215 Fremont Street, 6th
Floor



													
							
		 	      City	 	   San Francisco
	 	State	 	
        CA        

	 	ZIP Code	 	   94105



  

					
	Prototype 401(k) Non-Std.	  	Page 2 of 31	  	IRS Serial No:  M391053a










	 	 ̈	Discretionary Trustee.  The corporate Trustee has full discretion in investing the assets of the Plan except as otherwise instructed by the
Administrator, by the Employer, by an Investment Manager, by another Named Fiduciary <  ̈ or by a Participant in accordance with Section 16.3 of the Adoption Agreement with regard to Participant
directed investments >. 

  

	 	x	Directed Trustee.  The corporate Trustee is only permitted to invest the assets of the Plan as directed by the Administrator, by the Employer, by an
investment Manager, by another Named Fiduciary < x or by a Participant in accordance with Section 16.3 of the Adoption Agreement with regard to Participant directed investments >.


  

	1.8	Effective Dates 

  

	 	 ̈	This is a new plan effective
                                . 


 

	 	x	This is an amended plan effective         Feb 13,
2009         with an original effective date of         Nov 1, 1992        .


  

	 	 ̈	This is a frozen plan which was frozen
                                    . The Plan remains frozen
and is being amended and restated effective
                                    . The original effective
date of the Plan is                                     .


  

	1.9	Plan Year. A 12-consecutive month period beginning             Jan
1             and ending             Dec
31            . 

  ̈    Except for a short Plan Year beginning
                                         
                                         
 . 
  

	1.10	Anniversary Date.  The Anniversary Date of the Plan is             Dec
31            . 

  

	1.11	Permitted Contributions.  The contributions checked below are currently permitted under the terms of the Plan. (check all that apply)


  

	 	x	Pre-Tax Elective Deferrals (see Section 4 of the Adoption Agreement on page 11) 


 

	 	x	Roth Elective Deferrals (see Section 4 of the Adoption Agreement on page 11) 


 

	 	 ̈	ADP Safe Harbor Contributions (see Section 5 of the Adoption Agreement on page 11) 


 

	 	 ̈	ACP Safe Harbor Contributions (see Section 5 of the Adoption Agreement on page 12) 


 

	 	x	Non-Safe Harbor Matching Contributions (see Section 6 of the Adoption Agreement on page 12) 


 

	 	x	Non-Safe Harbor Non-Elective Contributions (see Section 7 of the Adoption Agreement on page 14) 


 

	 	x	Qualified Matching Contributions (see Sections 3.7 of the Basic Plan) 


 

	 	x	Qualified Non-Elective Contributions (see Sections 3.8 of the Basic Plan) 


 

	 	x	Rollover Contributions (see Section 8 of the Adoption Agreement on page 15) 


 

	 	x	Voluntary Employee Contributions (see Section 8 of the Adoption Agreement on page 16) 


 

	 	 ̈	Deemed IRA Contributions (see Section 8 of the Adoption Agreement on page 16) 


 

	 	 ̈	Prevailing Wage Contributions (see Section 9 of the Adoption Agreement on page 16) 

 Section 2. Service Definitions for Eligibility, Vesting and Allocations 
  

 

	2.1	Method of Determining Service.  An Employee’s Years of Service/Periods of Service (“Service”) is determined as follows;


  

					
	   (a)
	  	 ̈	  	Counting of Hours Method Only.  A Participant’s Service for all purposes is determined by the Counting of Hours Method, and a Year of Service for
eligibility and Vesting is determined as selected in (1) and (2) below.
			
		  		  	 (1)    Eligibility to Participate.  A Year of Service for eligibility purposes is
                 (max. 1,000) Hours of Service and a Break in Service for eligibility purposes
                 (max. 500) Hours of Service.

			
		  		  	 (2)    Vesting.  A Year of Service for Vesting purposes is
                 (max. 1,000) Hours of Service and a Break in Service for Vesting purposes is
                 (max. 500) Hours of Service.



  

					
	   (b)
	  	x	  	Elapsed Time Method Only.  A Participant’s Service for all purposes is determined by the Elapsed Time Method.
			
	   (c)
	  	 ̈	  	A Mixture of Methods.  A Participant’s Service for each purpose is determined by the method selected below.
			
		  		  	 (1)    For Eligibility Purposes: (check one)

			
		  		  	  ̈ ElapsedTime Method

			
		  		  	  ̈ Countingof Hours Method.  A Year of Service for eligibility
purposes is                  (max. 1,000) Hours of Service and a Break in Service for eligibility purposes is
                 (max. 500) Hours of Service.



  

  

					
	Prototype 401(k) Non-Std.	  	Page 3 of 31	  	IRS Serial No:  M391053a










													
		  		  		  	(2)	  	For Vesting Purposes: (check one)
						
		  		  		  		  	 ̈	  	 Elapsed Time Method

						
		  		  		  		  	 ̈	  	 Counting of Hours Method. A Year of Service for eligibility purposes is
                     (max. 1,000) Hours of Service and a Break in Service for eligibility purposes is
                     (max. 500) Hours of Service.

					
		  		  		  	(3)	  	For Benefit accrual and allocation purposes: (check one)
						
		  		  		  		  	 ̈	  	Elapsed Time Method
						
		  		  		  		  	 ̈	  	Counting of Hours Method
		
	 2.2
	  	 Predecessor Service.  x Service with the
following entity or entities will be credited as selected in (a), (b), (c), (d) and (e) below:
 (this section need only be completed
if the Employer does not maintain the plan of the predecessor employer)

		  	 Tex-o-lon from February 1, 1998 and Metallic Gaskets from January 1, 1996 through
December 31, 1997

		  	  

		  	  

		  	  

		  	  

				
		  	(a)	  	 ̈	  	Elective Deferrals, QMACs and QNECs.  Service with an entity listed above will be given for eligibility purposes under Section 3.2(a) of the Adoption
Agreement.
				
		  	(b)	  	 ̈	  	ADP Safe Harbor Contributions.  Service with an entity listed above will be given for eligibility purposes under Section 3.2(b) of the Adoption
Agreement.
				
		  	(c)	  	 ̈	  	ACP Safe Harbor Matching Contributions.  Service with an entity listed above will be credited for: (check all that apply)
					
		  		  		  	 ̈	  	Eligibility purposes under Section 3.2(c) of the Adoption Agreement
					
		  		  		  	 ̈	  	Vesting purposes under Section 10.3 of the Adoption Agreement
				
		  	(d)	  	 ̈	  	Non-Safe Harbor Matching Contributions.  Service with an entity listed above will be credited for: (check all that apply)
					
		  		  		  	 ̈	  	Eligibility purposes under Section 3.2(d) of the Adoption Agreement
					
		  		  		  	 ̈	  	Vesting purposes under Section 10.4 of the Adoption Agreement
				
		  	(e)	  	x	  	Non-Safe Harbor Non-Elective Contributions.  Service with an entity listed above will be credited for: (check all that apply)
					
		  		  		  	 ̈	  	Eligibility purposes under Section 3.2(e) of the Adoption Agreement
					
		  		  		  	x	  	Vesting purposes under Section 10.5 of the Adoption Agreement
		
	 2.3        
	  	Re-Hired Employees.  The Service of an Eligible Employee who Terminates Employment and is rehired after incurring a Break in Service will be credited
in accordance with the provisions selected below.
				
		  	(a)  	  	 ̈	  	One Year Holdout Rule.  The One Year Holdout Rule will be applied to rehired Eligible Employees.
				
		  	(b)  	  	x	  	Rule of Parity.  The Rule of Parity will be applied to non-Vested rehired Eligible Employees.
		
	2.4	  	Computation Periods.  If eligibility and/or Vesting are determined by the Counting of Hours Method, the following will apply:
				
		  	(a)	  	 ̈	  	The eligibility computation period will: (check one)
					
		  		  		  	 ̈	  	Be based on an Employee’s 12-month employment year
					
		  		  		  	 ̈	  	Switch to the Plan Year after an Employee’s initial 12-month employment year
				
		  	(b)	  	 ̈	  	The Vesting computation period will be: (check one)
					
		  		  		  	 ̈	  	The Plan Year
					
		  		  		  	 ̈	  	Based on an Employee’s 12-month employment year
				
		  	(c)	  	 ̈	  	An Employee will be deemed to have been credited with a Year of Service for eligibility purposes: (check one)
					
		  		  		  	 ̈	  	At the end of the eligibility computation period in which he or she is credited with the required Hours of Service
					
		  		  		  	 ̈	  	At the time he or she is actually credited with the required Hours of Service


  

					
	Prototype 401(k) Non-Std.	  	Page 4 of 31	  	IRS Serial No:  M391053a










									
	 Section 3. Eligibility Requirements

		
	  
 3.1    
	  	Eligible Employees.  All Employees are Eligible Employees < x except for the class or classes of
Employees (as defined in Section 2.1 of the Basic Plan) below who are excluded from participating for the purpose selected >: (check all that apply)
				
		  	(a) 	  	x 	  	Ineligible Classes for Elective Deferrals, QMACs and QNECs.
		  		  		  	 ̈	  	Union Employees
		  		  		  	x	  	Non-Resident Alien Employees
		  		  		  	 ̈	  	“Merger and Acquisition” Employees (but only during the statutory exclusion period)
		  		  		  	 ̈	  	Highly Compensated Employees 1
		  		  		  	x	  	Leased Employees (not otherwise excluded by statute)
1
		  		  		  	x	  	Employees of an Affiliated Employer that does not adopt this Plan 1
		  		  		  	 ̈	  	Key Employees <  ̈ but only those who are also Highly Compensated Employees > 1

		  		  		  	x	  	Employees who are paid primarily by salary
1
		  		  		  	 ̈	  	Employees who are paid primarily by the hour
1
		  		  		  	 ̈	  	Employees who are paid primarily by commissions
1
		  		  		  	x	  	 Other (cannot be age or service related) 1
(1) supplemental contract workers; and (2) part-time and seasonal employees who work less than 1,000 hours per
year                                         
                                         
        

		  		  		  		  	
                 


		  		  		  		  	
                    
 

		  		  		  		  	
                    
 

		  		  		  		  	
                    
 

		  		  		  		  	
                 


		  		  		  		  	
                 


		  		  		  		  	
                 


		  		  		  	  
 1 Even if checked, these employees are still
included in determining if the Plan satisfies the requirements of Code §410(b).

				
		  	(b)	  	x	  	Ineligible Classes for ADP Safe Harbor Contributions.  Any ineligible classes checked in (a) above are also ineligible for ADP Safe
Harbor Contributions. In addition, the classes checked below are ineligible for ADP Safe Harbor Contributions.
		  		  		  	 ̈	  	Union Employees (if not already checked in (a) above)
		  		  		  	 ̈	  	Key Employees who are also Highly Compensated Employees (if not already checked in (a) above) 1
		  		  		  	 ̈	  	Highly Compensated Employees (if not already checked in (a) above) 1
		  		  		  	 ̈	  	Other (cannot be age or service related)
1
                                        
                                         
                                         
          
		  		  		  		  	              

		  		  		  		  	              

		  		  		  		  	              

		  		  		  		  	
                 


		  		  		  		  	              

		  		  		  		  	
                 


		  		  		  		  	              

		  		  		  	  
 1 Even if checked, these employees are still
included in determining if the Plan satisfies the requirements of Code §410(b).

				
		  	(c)	  	x	  	Ineligible Classes for ACP Safe Harbor Contributions.  Any ineligible classes checked in (a) above are also ineligible for ACP Safe
Harbor Contributions. In addition, the classes checked below are ineligible for ACP Safe Harbor Contributions.
		  		  		  	 ̈	  	Union Employees (if not already checked in (a) above)
		  		  		  	 ̈	  	Key Employees who are also Highly Compensated Employees (if not already checked in (a) above) 1
		  		  		  	 ̈	  	Highly Compensated Employees (if not already checked in (a) above) 1
		  		  		  	 ̈	  	Other (cannot be age or service related) 1
                                        
                                         
                                         
          
		  		  		  		  	              

		  		  		  		  	              

		  		  		  		  	              

		  		  		  		  	              

		  		  		  		  	              

		  		  		  		  	              

		  		  		  		  	              

		  		  		  	  
 1
Even if checked, these employees are still included in determining if the Plan satisfies the requirements of Code §410(b).



  

					
	Prototype 401(k) Non-Std.	  	Page 5 of 31	  	IRS Serial No:  M391053a










											
		  	(d)	 	  x  	 	Ineligible Classes for Non-Safe Harbor Matching Contributions.
		  		 		 	x  	 	Union Employees
		  		 		 	x  	 	Non-Resident Alien Employee
		  		 		 	 ̈  	 	“Merger and Acquisition” Employees (but only during the statutory exclusion period)
		  		 		 	 ̈  	 	Highly Compensated Employees1
		  		 		 	x  	 	Leased Employees (not otherwise excluded by statute) 1
		  		 		 	x  	 	Employees of an Affiliated Employer that does not adopt this Plan 1
		  		 		 	 ̈  	 	Key Employees <  ̈ but only those who are also Highly Compensated Employees > 1

		  		 		 	x  	 	Employees who are paid primarily by salary
1
		  		 		 	 ̈  	 	Employees who are paid primarily by the hour
1
		  		 		 	 ̈  	 	Employees who are paid primarily by commissions 1
		  		 		 	x  	 	Other (cannot be age or service related)
1 (1) supplemental contract workers; and (2) part-time and seasonal employees. Any part-time or seasonal employee who completes at least 1,000 hours in an eligibility computation period
will be eligible to
participate.                                     
                                         
 
		  		 		 		 	  

		  		 		 		 	  

		  		 		 		 	  

		  		 		 		 	  

				
		  		 		 	1 Even if checked, these employees are still included in determining if the Plan satisfies the requirements of Code
§410(b).
				
		  	(e)	 	    x    	 	Ineligible Classes for Non-Safe Harbor Non-Elective Contributions.
		  		 		 	 ̈    	 	Union Employees
		  		 		 	x    	 	Non-Resident Alien Employee
		  		 		 	 ̈    	 	“Merger and Acquisition” Employees (but only during the statutory exclusion period)
		  		 		 	 ̈    	 	Highly Compensated Employees1
		  		 		 	x    	 	Leased Employees (not otherwise excluded by statute) 1
		  		 		 	x    	 	Employees of an Affiliated Employer that does not adopt this Plan 1
		  		 		 	 ̈    	 	Key Employees <  ̈ but only those who are also Highly Compensated Employees > 1

		  		 		 	x    	 	Employees who are paid primarily by salary
1
		  		 		 	 ̈    	 	Employees who are paid primarily by the hour
1
		  		 		 	 ̈    	 	Employees who are paid primarily by commissions 1
		  		 		 	x    	 	Other (cannot be age or service related)
1  See 1 in
Addendum                                      
                                        

		  		 		 		 	  

		  		 		 		 	  

		  		 		 		 	  

		  		 		 		 	  

				
		  		 		 	1 Even if checked, these employees are still included in determining if the Plan satisfies the requirements of Code
§410(b).
		
	3.2	  	Minimum Age and Service Requirements. An Eligible Employee (see Section 3.1 above) will be eligible to enter the Plan as a Participant for the
selected purpose on the applicable Entry Date upon satisfying the following age and/or service requirements:
				
		  	(a)	 	    x    	 	Requirements for Elective Deferrals, QMACs and QNECs:
					
		  		 		 	(1)    	 	Age Requirement     0     (max. 21 — enter zero if none)
					
		  		 		 	(2)    	 	Service Requirement (check one)
		  		 		 		 	x    	 	A)    None
		  		 		 		 	 ̈    	 	B)    1-Year Period of Service
		  		 		 		 	 ̈    	 	C)                -month Period of Service (max. 12)
		  		 		 		 	 ̈    	 	D)                -week Period of Service (max. 52)


  

					
	Prototype 401(k) Non-Std.	  	Page 6 of 31	  	IRS Serial No:  M391053a










																	
		 		 		  		  	 	 ̈	  	 	 	E)	  	  	            -day Period of Service (max. 365)
		 		 		  		  	 	 ̈	  	 	 	F)	  	  	1 Year of Service
		 		 		  		  	 	 ̈	  	 	 	G)	  	  	1 Year of Service, or if earlier,              (max. 11) consecutive calendar months of
employment
		 		 		  		  				 				  	 ̈ in which the Employee is credited with at least             
Hours of Service per month
		 		 		  		  	 	 ̈	  	 	 	H)	  	  	1 Year of Service, or if earlier,              (max. 51) consecutive weeks of
employment
		 		 		  		  				 				  	 ̈ in which the Employee is credited with at least             
Hours of Service per week
		 		 		  		  	 	 ̈	  	 	 	I)	  	  	1 Year of Service, or if earlier,              (max. 364) consecutive days of
employment
		 		 		  		  				 				  	 ̈ in which the Employee is credited with at least             
Hours of Service per day
				
		 	 (b)  
	 	 ̈  	  	Requirements for ADP Safe Harbor Contributions:
					
		 		 		  	(1)	  	 	Age Requirement              (max. 21 — enter zero if none)
					
		 		 		  	(2)	  	 	Service Requirement (check one)
		 		 		  		  	 	 ̈	  	 	 	A)	  	  	None
		 		 		  		  	 	 ̈	  	 	 	B)	  	  	1-Year Period of Service
		 		 		  		  	 	 ̈	  	 	 	C)	  	  	            -month Period of Service (max. 12)
		 		 		  		  	 	 ̈	  	 	 	D)	  	  	            -week Period of Service (max. 52)
		 		 		  		  	 	 ̈	  	 	 	E)	  	  	            -day Period of Service (max. 365)
		 		 		  		  	 	 ̈	  	 	 	F)	  	  	1 Year of Service
		 		 		  		  	 	 ̈	  	 	 	G)	  	  	1 Year of Service, or if earlier,              (max. 11) consecutive calendar months of
employment
		 		 		  		  				 				  	 ̈ in which the Employee is credited with at least             
Hours of Service per month
		 		 		  		  	 	 ̈	  	 	 	H)	  	  	1 Year of Service, or if earlier,              (max. 51) consecutive weeks of
employment
		 		 		  		  				 				  	 ̈ in which the Employee is credited with at least             
Hours of Service per week
		 		 		  		  	 	 ̈	  	 	 	I)	  	  	1 Year of Service, or if earlier,              (max. 364) consecutive days of
employment
		 		 		  		  				 				  	 ̈ in which the Employee is credited with at least             
Hours of Service per day
				
		 	 (c)
	 	 ̈	  	Requirements for ACP Safe Harbor Contributions:
					
		 		 		  	(1)	  	 	Age Requirement              (max. 21 — enter zero if none)
					
		 		 		  	(2)	  	 	Service Requirement (check one)
		 		 		  		  	 	 ̈	  	 	 	A)	  	  	None
		 		 		  		  	 	 ̈	  	 	 	B)	  	  	1-Year Period of Service
		 		 		  		  	 	 ̈	  	 	 	C)	  	  	            -month Period of Service (max. 12)
		 		 		  		  	 	 ̈	  	 	 	D)	  	  	            -week Period of Service (max. 52)
		 		 		  		  	 	 ̈	  	 	 	E)	  	  	            -day Period of Service (max. 365)
		 		 		  		  	 	 ̈	  	 	 	F)	  	  	1 Year of Service
		 		 		  		  	 	 ̈	  	 	 	G)	  	  	1 Year of Service, or if earlier,              (max. 11) consecutive calendar months of
employment
		 		 		  		  				 				  	 ̈ in which the Employee is credited with at least             
Hours of Service per month
		 		 		  		  	 	 ̈	  	 	 	H)	  	  	1 Year of Service, or if earlier,              (max. 51) consecutive weeks of
employment
		 		 		  		  				 				  	 ̈ in which the Employee is credited with at least             
Hours of Service per week
		 		 		  		  	 	 ̈	  	 	 	I)	  	  	1 Year of Service, or if earlier,              (max. 364) consecutive days of
employment
		 		 		  		  				 				  	 ̈ in which the Employee is credited with at least             
Hours of Service per day
				
		 	 (d)
	 	x	  	Requirements for Non-Safe Harbor Matching Contributions:
					
		 		 		  	(1)	  	 	Age Requirement       0       (max. 21 — enter zero if
none)
					
		 		 		  	(2)	  	 	Service Requirement (check one)
		 		 		  		  	 	x	  	 	 	A)	  	  	None
		 		 		  		  	 	 ̈	  	 	 	B)	  	  	            -Year Period of Service (max. 2, but Vesting must be 100% if more than 1 year is
used)
		 		 		  		  	 	 ̈	  	 	 	C)	  	  	            -month Period of Service (max. 24, but Vesting must be 100% if more than 12 months are
used)
		 		 		  		  	 	 ̈	  	 	 	D)	  	  	            -week Period of Service (max. 104, but Vesting must be 100% if more than 52 weeks are
used)
		 		 		  		  	 	 ̈	  	 	 	E)	  	  	            -day Period of Service (max. 730, but Vesting must be 100% if more than 365 days are
used)


  

					
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		 		 		 		 	 ̈	 	F)	 	            -Year(s) of Service (max. 2, but Vesting must be 100% if more than 1 year is
used)	 	
		 		 		 		 	 ̈	 	G)	 	1 Year of Service, or if earlier,              (max. 11) consecutive calendar months of
employment	 	
		 		 		 		 		 		 	 ̈ in which the Employee is credited with at least
             Hours of Service per month	 	
		 		 		 		 	 ̈	 	H)	 	1 Year of Service, or if earlier,              (max. 51) consecutive weeks of
employment	 	
		 		 		 		 		 		 	 ̈ in which the Employee is credited with at least
             Hours of Service per month	 	
		 		 		 		 	 ̈	 	I)	 	1 Year of Service, or if earlier,              (max. 364) consecutive days of
employment	 	
		 		 		 		 		 		 	 ̈ in which the Employee is credited with at least
             Hours of Service per day	 	
					
		 	(e)	 	x	 	Requirements for Non-Safe Harbor Non-Elective Contributions:	 	
						
		 		 		 	(1)	 	Age Requirement         0         (max. 21 — enter zero if
none)	 	
						
		 		 		 	(2)	 	Service Requirement (check one)	 	
		 		 		 		 	x	 	A)	 	None	 	
		 		 		 		 	 ̈	 	B)	 	            -Year Period of Service (max. 2, but Vesting must be 100% if more than 1 year is
used)	 	
		 		 		 		 	 ̈	 	C)	 	            -month Period of Service (max. 24, but Vesting must be 100% if more than 12 months are
used)	 	
		 		 		 		 	 ̈	 	D)	 	            -week Period of Service (max. 104, but Vesting must be 100% if more than 52 weeks are
used)	 	
		 		 		 		 	 ̈	 	E)	 	            -day Period of Service (max. 730, but Vesting must be 100% if more than 365 days are
used)	 	
		 		 		 		 	 ̈	 	F)	 	            -Year(s) of Service (max. 2, but Vesting must be 100% if more than 1 year is
used)	 	
		 		 		 		 	 ̈	 	G)	 	1 Year of Service, or if earlier,              (max. 11) consecutive calendar months of
employment	 	
		 		 		 		 		 		 	 ̈ in which the Employee is credited with at least
             Hours of Service per month	 	
		 		 		 		 	 ̈	 	H)	 	1 Year of Service, or if earlier,              (max. 51) consecutive weeks of employment
	 	
		 		 		 		 		 		 	 ̈ in which the Employee is credited with at least
             Hours of Service per month	 	
		 		 		 		 	 ̈	 	I)	 	1 Year of Service, or if earlier,              (max.364) consecutive days of
employment	 	
		 		 		 		 		 		 	 ̈ in which the Employee is credited with at least
             Hours of Service per day	 	
			
	3.3	 	Entry Dates. An Eligible Employee who has satisfied the applicable age and service requirements selected in Section 3.2 will enter the Plan as a Participant for
the applicable purpose on the Entry Date (as defined in Section 2.2 of the Basic Plan) selected below.	 	
					
		 	(a)	 	x	 	Entry Date for Elective Deferrals, QMACs and QNECs: (check one)	 	
					
		 		 		 	Note: If Section 3.2(a)(2)(G), (H) or (I) is checked, an Eligible Employee who is entering the Plan as a Participant after satisfying the 1 Year of Service
component of such service requirement will enter the Plan as a Participant on the earlier of (1) the first day of the Plan Year that occurs after the date he or she satisfies the 1 Year of Service requirement (and any applicable age requirement) or
(2) the date that occurs six months after the date he or she satisfies the 1 Year of Service requirement (and any applicable age requirement). The Entry Date or Entry Dates selected below will only apply to an Eligible Employee who is entering the
Plan as a Participant after satisfying the months, days or weeks component of such service requirement (and any applicable age requirement).	 	
						
		 		 		 	 ̈	 	The first day of the Plan Year coincident with or following the date the requirements are satisfied. 1 	 	
		 		 		 	 ̈	 	The last day of the Plan Year coincident with or following the date the requirements are satisfied. 1	 	
		 		 		 	 ̈	 	The first day of the month coincident with or following the date the requirements are satisfied. 	 	
		 		 		 	 ̈	 	The first day of the payroll period coincident with or following the date the requirements are satisfied.	 	
		 		 		 	x	 	The same day the requirements are satisfied. 	 	
		 		 		 	 ̈	 	The first day of the 1st or 7th month
coincident with or following the date the requirements are satisfied.	 	
		 		 		 	 ̈	 	The last day of the 6th or 12th
month coincident with or following the date the requirements are satisfied.	 	
		 		 		 	 ̈	 	The first day of the 1st, 4th,
7th or 10th month coincident with or following the date the requirements are
satisfied.	 	
		 		 		 	 ̈	 	The last day of the
3rd, 6th, 9th or 12th month coincident with or following the date the requirements are satisfied. 	 	
					
		 		 		 	 1    This option cannot be checked if the age requirement in 3.2(a)(1) is 21 and/or
if one of the following service requirements is checked: 3.2(a)(2)(B); 3.2(a)(2)(C) and the number of months is more than 6; 3.2(a)(2)(D) and the number of weeks is more than 26; 3.2(a)(2)(E) and the number of days is more than 182; or
3.2(a)(2)(F).
	 	


  

					
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	(b)	 	 ̈	 	Entry Date for ADP Safe Harbor Contributions: (check one)	 	
				
		 		 	Note: If Section 3.2(b)(2)(G), (H) or (I) is checked, an Eligible Employee who is entering the Plan as a Participant after satisfying the 1 Year of Service component
of such service requirement will enter the Plan as a Participant on the earlier of (1) the first day of the Plan Year that occurs after the date he or she satisfies the 1 Year of Service requirement (and any applicable age requirement) or (2) the
date that occurs six months after the date he or she satisfies the 1 Year of Service requirement (and any applicable age requirement). The Entry Date or Entry Dates selected below will only apply to an Eligible Employee who is entering the Plan as a
Participant after satisfying the months, days or weeks component of such service requirement (and any applicable age requirement).	 	
					
		 		 	 ̈	  	Retroactive to the first day of the Plan year in which the requirements are satisfied.	 	
		 		 	 ̈	  	The first day of the Plan Year coincident with or following the date the requirements are satisfied. 1	 	
		 		 	 ̈	  	The first day of the Plan Year nearest the date the requirements are satisfied.	 	
		 		 	 ̈	  	The last day of the Plan Year coincident with or following the date the requirements are satisfied. 1	 	
		 		 	 ̈	  	The last day of the Plan Year nearest the date the requirements are satisfied.	 	
		 		 	 ̈	  	The first day of the month coincident with or following the date the requirements are satisfied.	 	
		 		 	 ̈	  	The first day of the payroll period coincident with or following the date the requirements are satisfied.	 	
		 		 	 ̈	  	The same day the requirements are satisfied.	 	
		 		 	 ̈	  	The first day of the 1st or 7th month
coincident with or following the date the requirements are satisfied.	 	
		 		 	 ̈	  	The last day of the 6th or 12th
month coincident with or following the date the requirements are satisfied.	 	
		 		 	 ̈	  	The first day of the 1st, 4th,
7th or 10th month coincident with or following the date the requirements are
satisfied.	 	
		 		 	 ̈	  	The last day of the 3rd, 6th,
9th or 12th month coincident with or following the date the requirements are
satisfied.	 	
				
		 		 	 1    This option cannot be checked if the age requirement in 3.2(a)(1) is 21 and/or
if one of the following service requirements is checked: 3.2(b)(2)(B); 3.2(b)(2)(C) and the number of months is more than 6; 3.2(b)(2)(D) and the number of weeks is more than 26; 3.2(b)(2)(E) and the number of days is more than 182; or
3.2(b)(2)(F).
	 	
				
	(c)	 	 ̈	 	Entry Date for ACP Safe Harbor Contributions: (check one)	 	
				
		 		 	Note: If Section 3.2(c)(2)(G), (H) or (I) is checked, an Eligible Employee who is entering the Plan as a Participant after satisfying the 1 Year of Service component
of such service requirement will enter the Plan as a Participant on the earlier of (1) the first day of the Plan Year that occurs after the date he or she satisfies the 1 Year of Service requirement (and any applicable age requirement) or (2) the
date that occurs six months after the date he or she satisfies the 1 Year of Service requirement (and any applicable age requirement). The Entry Date or Entry Dates selected below will only apply to an Eligible Employee who is entering the Plan as a
Participant after satisfying the months, days or weeks component of such service requirement (and any applicable age requirement).	 	
					
		 		 	 ̈	  	Retroactive to the first day of the Plan year in which the requirements are satisfied.	 	
		 		 	 ̈	  	The first day of the Plan Year coincident with or following the date the requirements are satisfied. 1	 	
		 		 	 ̈	  	The first day of the Plan Year nearest the date the requirements are satisfied.	 	
		 		 	 ̈	  	The last day of the Plan Year coincident with or following the date the requirements are satisfied. 1	 	
		 		 	 ̈	  	The last day of the Plan Year nearest the date the requirements are satisfied.	 	
		 		 	 ̈	  	The first day of the month coincident with or following the date the requirements are satisfied.	 	
		 		 	 ̈	  	The first day of the payroll period coincident with or following the date the requirements are satisfied.	 	
		 		 	 ̈	  	The same day the requirements are satisfied.	 	
		 		 	 ̈	  	The first day of the 1st or 7th month
coincident with or following the date the requirements are satisfied.	 	
		 		 	 ̈	  	The last day of the 6th or 12th
month coincident with or following the date the requirements are satisfied.	 	
		 		 	 ̈	  	The first day of the 1st, 4th,
7th or 10th month coincident with or following the date the requirements are
satisfied.	 	
		 		 	 ̈	  	The last day of the 3rd, 6th,
9th or 12th month coincident with or following the date the requirements are
satisfied.	 	
				
		 		 	 1    This option cannot be checked if the age requirement in 3.2(c)(1) is 21 and/or
if one of the following service requirements is checked: 3.2(c)(2)(B); 3.2(a)(2)(C) and the number of months is more than 6; 3.2(c)(2)(D) and the number of weeks is more than 26; 3.2(c)(2)(E) and the number of days is more than 182; or
3.2(c)(2)(F).
	 	


  

					
	Prototype 401(k) Non-Std.	  	Page 9 of 31	  	IRS Serial No:  M391053a










									
	 (d)
	 	x	 	Entry Date for Non-Safe Harbor Contributions: (check one)	 	
				
		 		 	Note: If Section 3.2(d)(2)(G), (H) or (I) is checked, an Eligible Employee who is entering the Plan as a Participant after satisfying the 1 Year of
Service component of such service requirement will enter the Plan as a Participant on the earlier of (1) the first day of the Plan Year that occurs after the date he or she satisfies the 1 Year of Service requirement (and any applicable age
requirement) or (2) the date that occurs six months after the date he or she satisfies the 1 Year of Service requirement (and any applicable age requirement). The Entry Date or Entry Dates selected below will only apply to an Eligible Employee
who is entering the Plan as a Participant after satisfying the months, days or weeks component of such service requirement (and any applicable age requirement).	 	
					
		 		 	 ̈	  	Retroactive to the first day of the Plan year in which the requirements are satisfied.	 	
		 		 	 ̈	  	The first day of the Plan Year coincident with or following the date the requirements are satisfied. 1	 	
		 		 	 ̈	  	The first day of the Plan Year nearest the date the requirements are satisfied.	 	
		 		 	 ̈	  	The last day of the Plan Year coincident with or following the date the requirements are satisfied. 1	 	
		 		 	 ̈	  	The last day of the Plan Year nearest the date the requirements are satisfied.	 	
		 		 	 ̈	  	The first day of the month coincident with or following the date the requirements are satisfied.	 	
		 		 	 ̈	  	The first day of the payroll period coincident with or following the date the requirements are satisfied.	 	
		 		 	x	  	The same day the requirements are satisfied.	 	
		 		 	 ̈	  	The first day of the 1st or 7th month
coincident with or following the date the requirements are satisfied.	 	
		 		 	 ̈	  	The last day of the 6th or 12th
month coincident with or following the date the requirements are satisfied.	 	
		 		 	 ̈	  	The first day of the 1st, 4th,
7th or 10th month coincident with or following the date the requirements are
satisfied.	 	
		 		 	 ̈	  	The last day of the 3rd, 6th,
9th or 12th month coincident with or following the date the requirements are
satisfied.	 	
				
		 		 	 1   This option cannot be checked if the age
requirement in 3.2(d)(1) is 21 and/or if one of the following service requirements is checked: 3.2(d)(2)(B); 3.2(a)(2)(C) and the number of months is more than 6; 3.2(d)(2)(D) and the number of weeks is more than 26; 3.2(d)(2)(E) and the number of
days is more than 182; or 3.2(d)(2)(F).
	 	
				
	 (e)
	 	x	 	Entry Date for Non-Safe Harbor Contributions: (check one)	 	
				
		 		 	Note: If Section 3.2(e)(2)(G), (H) or (I) is checked, an Eligible Employee who is entering the Plan as a Participant after satisfying the 1 Year of
Service component of such service requirement will enter the Plan as a Participant on the earlier of (1) the first day of the Plan Year that occurs after the date he or she satisfies the 1 Year of Service requirement (and any applicable age
requirement) or (2) the date that occurs six months after the date he or she satisfies the 1 Year of Service requirement (and any applicable age requirement). The Entry Date or Entry Dates selected below will only apply to an Eligible Employee
who is entering the Plan as a Participant after satisfying the months, days or weeks component of such service requirement (and any applicable age requirement).	 	
					
		 		 	 ̈	  	Retroactive to the first day of the Plan year in which the requirements are satisfied.	 	
		 		 	 ̈	  	The first day of the Plan Year coincident with or following the date the requirements are satisfied. 1	 	
		 		 	 ̈	  	The first day of the Plan Year nearest the date the requirements are satisfied.	 	
		 		 	 ̈	  	The last day of the Plan Year coincident with or following the date the requirements are satisfied. 1	 	
		 		 	 ̈	  	The last day of the Plan Year nearest the date the requirements are satisfied.	 	
		 		 	 ̈	  	The first day of the month coincident with or following the date the requirements are satisfied.	 	
		 		 	 ̈	  	The first day of the payroll period coincident with or following the date the requirements are satisfied.	 	
		 		 	x	  	The same day the requirements are satisfied.	 	
		 		 	 ̈	  	The first day of the 1st or 7th month
coincident with or following the date the requirements are satisfied.	 	
		 		 	 ̈	  	The last day of the 6th or 12th
month coincident with or following the date the requirements are satisfied.	 	
		 		 	 ̈	  	The first day of the 1st, 4th,
7th or 10th month coincident with or following the date the requirements are
satisfied.	 	
		 		 	 ̈	  	The last day of the 3rd, 6th,
9th or 12th month coincident with or following the date the requirements are
satisfied.	 	
				
		 		 	 1    This option cannot be checked if the age requirement in 3.2(c)(1) is 21 and/or if one of
the following service requirements is checked: 3.2(e)(2)(B); 3.2(a)(2)(C) and the number of months is more than 6; 3.2(e)(2)(D) and the number of weeks is more than 26; 3.2(e)(2)(E) and the number of days is more than 182; or
3.2(e)(2)(F).
	 	


  

					
	Prototype 401(k) Non-Std.	  	Page 10 of 31	  	IRS Serial No:  M391053a










							
	 Section 4. Elective Deferrals

		
	  

4.1     
	 	Elective Deferral Percentage.    A Participant can make Elective Deferrals <  ̈ beginning
                     (must be on or after the date this Adoption Agreement is signed by the Sponsoring Employer) > in accordance
with the provisions selected below.
			
		 	(a)	 	Minimum and Maximum Percentage.    The minimum permitted Elective Deferral percentage is
    0    % (enter zero if there is no minimum %) of Compensation and the maximum permitted Elective Deferral percentage is     25    %
(max. 100%) of Compensation. Any other Elective Deferral provisions will be set forth in an administrative policy regarding Elective Deferrals as promulgated by the Administrator from time to time. Such administrative policy may include, but
is not limited to, setting the maximum Elective Deferral percentage for Participants who are Highly Compensated Employees (if such percentage is less than the maximum percentage set forth above) and describing a program of automatic increases to a
Participants’ Elective Deferral percentage as elected by the Administrator and/or the Participant.
			
		 	(b)	 	Salary Reduction Agreements.    A Participant can change his or her Salary Reduction Agreement: (check one)
		 		 	x	 	At any time
		 		 	 ̈	 	Annually on the date established by the Administrator
		 		 	 ̈	 	Semi-annually on the date established by the Administrator
		 		 	 ̈	 	Quarterly on the date established by the Administrator
		 		 	 ̈	 	Monthly on the day established by the Administrator
		 		 	 ̈	 	On the date or dates as established by the Administrator
				
		 	(c)	 	x	 	Automatic Enrollment.    Automatic enrollment is permitted. The terms of the automatic enrollment, including but not limited to the percentage, automatic
increases to that percentage, the proportion that is considered a Pre-Tax Elective Deferral and/or a Roth Elective Deferral, and the Participants to whom it applies, will be set forth in an administrative policy regarding Elective Deferrals as
promulgated from time to time by the Administrator.
			
	4.2	 	x  	 	Catch-Up Contributions.    Catch-Up Contributions are permitted in accordance with Section 3.2(e) of the Basic Plan.
			
	4.3	 	x  	 	Roth Elective Deferrals.    A Participant may designate all or a portion or his or her Elective Deferrals as Roth Elective Deferrals in
accordance with Section 3.2(c) of the Basic Plan.
	
	 Section 5.
 ̈ Safe Harbor Contributions

			
	5.1	 	 ̈  	 	“Mandatory” ADP Safe Harbor Non-Elective Contributions.    Subject to Section 3.20 of the Basic Plan, the Employer will make an
ADP Safe Harbor Non-Elective Contribution for each Safe Harbor Participant in an amount equal to 3% (or such higher percentage as may be elected by the Employer by resolution) of Compensation, except as may be indicated below.
				
		 		 	 ̈	 	The ADP Safe Harbor Non-Elective Contribution will be used to offset the allocation that would otherwise be made to the Participant under Section 7 of the Adoption Agreement.
If Section 7.2(d) of the Adoption Agreement is checked, this offset applies only to the second step of the Two-Step Formula or the fourth step of the Four-Step Formula, as applicable.
				
		 		 	 ̈	 	This contribution will be made to the following defined contribution plan in lieu of this Plan:
		 		 		 	  

		 		 		 	  

			
	5.2	 	 ̈  	 	“Contingent” ADP Safe Harbor Non-Elective Contributions.    Subject to Section 3.20 of the Basic Plan, the Employer may make an
ADP Safe Harbor Non-Elective Contribution for each Safe Harbor Participant in an amount equal to 3% (or such higher percentage as may be elected by the Employer by resolution) of Compensation, except as may be indicated below.
				
		 		 	 ̈	 	The ADP Safe Harbor Non-Elective Contribution will be used to offset the allocation that would otherwise be made to the Participant under Section 7 of the Adoption Agreement.
If Section 7.2(d) of the Adoption Agreement is checked, this offset applies only to the second step of the Two-Step Formula or the fourth step of the Four-Step Formula, as applicable.
				
		 		 	 ̈	 	This contribution will be made to the following defined contribution plan in lieu of this Plan:
		 		 		 	  

		 		 		 	  

			
	5.3	 	 ̈  	 	ADP Safe Harbor Basic Matching Contributions.    The Employer will make a Matching Contribution for each Safe Harbor Participant equal to the
sum of (1) 100% of the Participant’s Elective Deferrals that do not exceed 3% of Compensation for the Allocation Period, plus (2) 50% of the Participant’s Elective Deferrals that exceed 3% of Compensation for the Allocation
Period but do not exceed 5% percent of Compensation for the Allocation Period.


  

					
	Prototype 401(k) Non-Std.	  	Page 11 of 31	  	IRS Serial No:  M391053a










					
	 5.4
	 	 ̈	  	ADP Safe Harbor Enhanced Matching Contributions.    The Employer will make a Matching Contribution for each Safe Harbor Participant equal to the sum of
(1) 100% of the Participant’s Elective Deferrals that do not exceed             % of Compensation for the Allocation Period, plus
(2)             % of the Participant’s Elective Deferrals that exceed             % of Compensation but
do not exceed             % of Compensation for the Allocation Period. (Note: In the blank in (1) and the second blank in (2), insert a number that is 3 but not greater than
6. The first and last blanks in (2) must be completed so that, at any rate of elective deferrals, the Matching Contribution is at least equal to the Matching Contribution receivable if the Employer were making ADP Safe Harbor Basic Matching
Contributions, but the rate of match cannot increase as deferrals increase.)
			
		 		  	 Note: You can only select Sections 5.5, 5.6 and/or 5.7 below if you also selected Section 5.1, 5.2, 5.3 or 5.4 above.

			
	 5.5
	 	 ̈	  	ACP Safe Harbor Discretionary Non-Tiered Matching Contributions.    The Employer’s ACP Safe Harbor Discretionary Non- Tiered Matching Contribution is
totally discretionary, but when made will be a percentage determined by the Employer of a Safe Harbor Participant’s Elective Deferrals that do not exceed 4% of his or her Compensation for the Allocation Period. (Note: Any ACP Safe Harbor
Discretionary Non-Tiered Matching Contribution that exceeds 4% of a Participant’s Compensation is considered a Non-Safe Harbor Matching Contribution and is subject to the ACP Test.)
			
	 5.6
	 	 ̈	  	ACP Safe Harbor Mandatory Non-Tiered Matching Contributions.    The Employer must make an ACP Safe Harbor Mandatory Non-Tiered Matching Contribution equal
to             % of a Safe Harbor Participant’s Elective Deferrals which do not exceed             % (max.
6) of a Safe Harbor Participant’s Compensation for the Allocation Period.
			
	 5.7
	 	 ̈	  	ACP Safe Harbor Mandatory Tiered Matching Contributions.    The Employer must make an ACP Safe Harbor Mandatory Tiered Matching Contribution for each Safe
Harbor Participant equal to the amount determined below, provided the ratio of Matching Contributions for a Safe Harbor Participant to his or her Elective Deferrals and Employee Contributions does not increase as the amount of his or her Elective
Deferrals and Employee Contributions increases. In no event can Elective Deferrals that exceed 6% of Compensation for the Allocation Period be matched. (Note: The blanks must be completed so that, at any rate of Elective Deferrals, the rate of
Matching Contributions cannot increase as Elective Deferrals increase.)


							
				
		 		  	 ̈    1st tier	  	            % of Elective Deferrals that do not exceed
            % of Compensation
		 		  	 ̈    2nd tier	  	            % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  	 ̈    3rd tier	  	            % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  	 ̈    4th tier	  	            % of Elective Deferrals that exceed
            % but not             % of Compensation

 Section 6. x Non-Safe Harbor Matching Contributions

  
  

									
	 6.1
	 	Determination of Amount.    Non-Safe Harbor Matching Contributions are permitted <  ̈
beginning                                      (must be
after the later of the Plan’s original effective date or the restatement date) >, subject to the provisions selected below.
				
		 	(a)	 	x	  	Totally Discretionary Formula (Non-Tiered).    Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the
Employer’s Non-Safe Harbor Matching Contribution for any Allocation Period is totally discretionary.
				
		 	(b)	 	 ̈	  	Discretionary Formula (Tiered or Non-Tiered) With Fixed Maximum.    Subject to the requirements set forth in Section 3.4(f) of the Basic
Plan, the Employer may make a Non-Safe Harbor Matching Contribution for any Allocation Period equal to a discretionary percentage of each Benefiting Participant’s Elective Deferrals, not to exceed the following amount for any Allocation Period
on behalf of any Benefiting Participant:
					
		 		 		  	 ̈	  	            % (max. 100%) of a Benefiting Participant’s Elective Deferrals
		 		 		  	 ̈	  	            % of a Benefiting Participant’s Compensation (this % cannot exceed the minimum deferral %
in 4.4(a))
		 		 		  	 ̈	  	$                     for a Benefiting Participant
		 		 		  	 ̈	  	The lesser of             % of a Benefiting Participant’s Compensation or
$                    
		 		 		  	 ̈	  	            % (max. 100%) of a Participant Elective Deferrals that do not exceed
            % of his or her Compensation
				
		 	 (c)
	 	 ̈	  	Mandatory Non-Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution equal to
            % (max. 100%) of each Benefiting Participant’s Elective Deferrals  ̈ not to exceed the following for an
Allocation Period:
				
		 		 		  	 ̈    Elective Deferrals in excess of
            % of each Benefiting Participant’s Compensation
		 		 		  	 ̈    $               
      for each Benefiting Participant
		 		 		  	  ̈    The lesser of Elective Deferrals in
excess of             % of each Benefiting Participant’s Compensation or
$                    



  

					
	Prototype 401(k) Non-Std.	  	Page 12 of 31	  	IRS Serial No:  M391053a










									
	(d)  	 	 ̈  	  	Mandatory Tiered Formula.    The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant
equal to the amount determined by the tiered formula below. (check each tier that applies, but note that the rate of Non-Safe Harbor Matching Contributions cannot increase as Elective Deferrals increase)
					
		 		  	 ̈	  	1st tier	  	            % of Elective Deferrals that do not exceed
            % of Compensation
					
		 		  	 ̈	  	2nd tier	  	            % of Elective Deferrals that exceed
            % but not             % of Compensation
					
		 		  	 ̈	  	3rd tier	  	            % of Elective Deferrals that exceed
            % but not             % of Compensation
					
		 		  	 ̈	  	4th tier	  	            % of Elective Deferrals that exceed
            % but not             % of Compensation
					
		 		  	 ̈	  	5th tier	  	            % of Elective Deferrals that exceed
            % but not             % of Compensation
					
		 		  	 ̈	  	6th tier	  	            % of Elective Deferrals that exceed
            % but not             % of Compensation
					
		 		  	 ̈	  	7th tier	  	            % of Elective Deferrals that exceed
            % but not             % of Compensation
					
		 		  	 ̈	  	8th tier	  	            % of Elective Deferrals that exceed
            % but not             % of Compensation
					
		 		  	 ̈	  	9th tier	  	            % of Elective Deferrals that exceed
            % but not             % of Compensation
					
		 		  	 ̈	  	10th tier	  	            % of Elective Deferrals that exceed
            % but not             % of Compensation
			
	(e)	 	 ̈	  	Mandatory Years/Periods of Service Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the Matching
percentage indicated below of each Benefiting Participant’s Elective Deferrals based on the Benefiting Participant’s <  ̈ 1-Year Periods of Service > <  ̈ Years of Service, and a Year of Service for purposes of this Section is a Plan Year in which a Participant is credited with
               (max. 1,000) Hours of Service >, subject to any limitations indicated below. (check each tier that
applies)

  

									
		 		  	Years/Periods of Service	  		  	Matching %
					
		 		  	                  to          
        	  		  	             % < up to
$                     > < up to               % of
Compensation >
					
		 		  	                  to          
        	  		  	             % < up to
$                     > < up to               % of
Compensation >
					
		 		  	                  to          
        	  		  	             % < up to
$                     > < up to               % of
Compensation >
					
		 		  	                  to          
        	  		  	             % < up to
$                     > < up to               % of
Compensation >
					
		 		  	                  to          
        	  		  	             % < up to
$                     > < up to               % of
Compensation >

  

									
	6.2  	 		  	Benefiting Participants. Any Employee who has entered the Plan as a Participant for Non-Safe Harbor Matching Contribution purposes and makes an Elective Deferral
in an Allocation Period <  ̈ and who is an NHCE for that Allocation Period > will be a Benefiting Participant under this Section for an Allocation Period based on the conditions below <  ̈ provided the Participant is still an Eligible Employee under Section 3.1(d) on the last day of the Allocation Period (or earlier Termination of Employment) >.
				
		 		  	(a)	  	Participants who are still Employees on the last day of the Allocation Period (check one)
					
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
					
		 		  		  	 ̈	  	Must be credited with                (max. 1,000) Hours of Service in the Allocation
Period
					
		 		  		  	 ̈	  	Must be credited with a                (max. 6) month Period of Service in the Allocation
Period
					
		 		  		  	 ̈	  	Must be credited with                (max. 6) consecutive calendar months of employment in the
Allocation Period
					
		 		  		  	 ̈	  	Must be credited with                (max. 182) consecutive days of employment in the
Allocation Period
				
		 		  	(b)	  	Participants who Terminate Employment before the last day of the Allocation Period because of retirement on or after Normal Retirement Age <  ̈ or Early Retirement Age >, or because of death or Disability (check one)
					
		 		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
					
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
					
		 		  		  	 ̈	  	Must be credited with                (max. 1,000) Hours of Service in the Allocation
Period
					
		 		  		  	 ̈	  	Must be credited with a                (max. 6) month Period of Service in the Allocation
Period
					
		 		  		  	 ̈	  	Must be credited with                (max. 6) consecutive calendar months of employment in the
Allocation Period
					
		 		  		  	 ̈	  	Must be credited with                (max. 182) consecutive days of employment in the Allocation
Period  


  

					
	Prototype 401(k) Non-Std.	  	Page 13 of 31	  	IRS Serial No:  M391053a










															
		  		  	(c)	  	Participants who Terminate Employment before the last day of the Allocation Period for any other reason (check one)
		  		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		  		  		  	x	  	Will always be Benefiting Participants regardless of Service
		  		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation
Period
		  		  		  	 ̈	  	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		  		  		  	 ̈	  	Must be credited with              (max. 6) consecutive calendar months of employment in the
Allocation Period
		  		  		  	 ̈	  	Must be credited with              (max. 182) consecutive days of employment in the Allocation
Period 
				
	 6.3
	  		  	 ̈	  	Catch-Up Contributions.    Catch-Up Contributions will be matched under the formula selected in Section 6.1 <  ̈ but any limitations selected in such formula will be ignored >.
				
	 6.4
	  		  	 ̈	  	Voluntary Employee Contributions.    Voluntary Employee Contributions will be matched under the formula selected in Section 6.1 <  ̈ but any limitations selected in such formula will be ignored >.
				
	 6.5
	  		  	 ̈	  	Additional Non-Safe Harbor Matching Contributions.    An Employer may make additional Non-Safe Harbor Matching Contributions as selected in
the “Additional Non-Safe Harbor Matching Contribution Addendum” attached hereto.
	
	 Section 7. x Non-Safe
Harbor Non-Elective Contributions

			
	 7.1
	  		  	Determination of Amount. Non-Safe Harbor Non-Elective Contributions are permitted < beginning
                                     (must be after
the later of the Plan’s original effective date or the restatement date) >, and the amount made by the Employer for any Allocation Period will be determined by the formula below. (check one)
		  		  	 ̈	  	Totally discretionary on the part of the Employer
		  		  	x	  	Equal to at least         2     % of the Compensation of all Benefiting
Participants
		  		  	 ̈	  	Equal to at least
$                                        

		  		  	 ̈	  	As required by the following collective bargaining agreement
                                         
                                         
  
		  		  	 ̈	  	Other (describe how the amount is determined)
                                         
                                         
                  
			
	 7.2
	  		  	Allocation Method.    Non-Safe Harbor Non-Elective Contributions made to the Plan will be allocated in the manner selected
below.
					
		  		  	(a)	  	x	  	Pro-rata based on the Compensation for the Allocation Period of all Benefiting Participants.
					
		  		  	(b)	  	 ̈	  	Per capita (same dollar amount) for the Allocation Period to all Benefiting Participants.
					
		  		  	(c)	  	 ̈	  	Pro-rata based on the allocation points of all Benefiting Participants. Each Participant’s allocation points for each Allocation Period will be the sum of
the points selected below. (check all that apply, but 1) or 2) must be checked)
						
		  		  		  		  	 ̈	 	1)              points for each year of a Participant’s age
		  		  		  		  	 ̈	 	2)              points for each of a Participant’s credited Years/Periods of Service <  ̈ to a maximum of              years >
		  		  		  		  	 ̈	 	3)              points per each
$            (max. $200) of a Participant’s Compensation paid in the Allocation Period
					
		  		  	(d)	  	 ̈	  	Using permitted disparity in <  ̈ a 2-step allocation only > <
 ̈ a 4-step allocation only > <  ̈ a 2-step allocation in non-Top Heavy Plan Years and a 4-step allocation in Top Heavy Plan Years >, in
accordance with Section 3.5(a)(4) of the Basic Plan, based on the integration percentage and the integration level selected below.
						
		  		  		  		  	Integration %	  	Integration Level
		  		  		  		  	 ̈	 	5.7%	  	 ̈	  	The Taxable Wage Base
		  		  		  		  		 		  	 ̈	  	                             % of
the Taxable Wage Base (must be 20% or less of the Taxable Wage Base)
		  		  		  		  		 		  	 ̈	  	$                    (amount must be 20% or less of the Taxable
Wage Base)
								
		  		  		  		  	 ̈	 	5.4%	  	 ̈	  	80% of the Taxable Wage Base rounded up <  ̈ $1 > <  ̈ $100 > <  ̈ $1,000 >
		  		  		  		  		 		  	 ̈	  	            % of the Taxable Wage Base (must be more than 80% but less than 100%)
		  		  		  		  		 		  	 ̈	  	$            (amount must be more than 80% but less than 100% of the Taxable Wage
Base)
								
		  		  		  		  	 ̈	 	4.3%	  	 ̈	  	20% of the Taxable Wage Base rounded up <  ̈ $1 > <  ̈ $100 > <  ̈ $1,000 >
		  		  		  		  		 		  	 ̈	  	            % of the Taxable Wage Base (must be more than 20% but not more than 80%)
		  		  		  		  		 		  	 ̈	  	$             (amount must be more than 20% but not more than 80% of the Taxable Wage
Base)


  

					
	Prototype 401(k) Non-Std.	  	Page 14 of 31	  	IRS Serial No:  M391053a










											
		 		  	(e)	  	 ̈	  	Using the Participant Group Allocation method as set forth in the “Allocation Group Addendum” attached hereto.
					
		 		  	(f)	  	 ̈	  	Using the Age-Weighted Allocation method determined with the assumptions indicated below.
						
		 		  		  		  	Pre-Retirement Interest:                %	  	Pre-Retirement
Mortality:                                      
            
		 		  		  		  	Post-Retirement Interest:              %	  	Post-Retirement
Mortality:                                      
          
			
	7.3	 		  	Benefiting Participants.  An Employee who is a Participant for Non-Safe Harbor Non-Elective Contribution purposes will be a Benefiting
Participant under this Section for an Allocation Period based on the conditions below < x provided the Participant is still an Eligible Employee under Section 3.1(e) on the last day of the
Allocation Period (or earlier Termination of Employment) >.
				
		 		  	(a)	  	Participants who are still Employees on the last day of the Allocation Period (check one)
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
		 		  		  	 ̈	  	Must be credited with                  (max. 1,000) Hours of Service
in the Allocation Period
		 		  		  	 ̈	  	Must be credited with a                  (max. 6) month Period of
Service in the Allocation Period
		 		  		  	 ̈	  	Must be credited with                  (max. 6) consecutive calendar
months of employment in the Allocation Period
		 		  		  	 ̈	  	Must be credited with                  (max. 182) consecutive
days of employment in the Allocation Period
				
		 		  	(b)	  	Participants who Terminate Employment before the last day of the Allocation Period because of retirement on or after Normal Retirement Age <
 ̈ or Early Retirement Age >, or because of death or Disability (check one)
		 		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
		 		  		  	 ̈	  	Must be credited with                  (max. 1,000) Hours of Service
in the Allocation Period
		 		  		  	 ̈	  	Must be credited with a                  (max. 6) month Period of
Service in the Allocation Period
		 		  		  	 ̈	  	Must be credited with                  (max. 6) consecutive calendar
months of employment in the Allocation Period
		 		  		  	 ̈	  	Must be credited with                  (max. 182) consecutive
days of employment in the Allocation Period
				
		 		  	(c)	  	Participants who Terminate Employment before the last day of the Allocation Period for any other reason (check
one)
		 		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
		 		  		  	 ̈	  	Must be credited with                  (max. 1,000) Hours of Service in the
Allocation Period
		 		  		  	 ̈	  	Must be credited with a                  (max. 6) month Period of
Service in the Allocation Period
		 		  		  	 ̈	  	Must be credited with                  (max. 6) consecutive calendar
months of employment in the Allocation Period
		 		  		  	 ̈	  	Must be credited with                  (max. 182) consecutive days
of employment in the Allocation Period
			
	7.4	 	 ̈	  	Additional Non-Safe Harbor Non-Elective Contributions.   An Employer may make additional Non-Safe Harbor Non-Elective Contributions as selected
in the “Additional Non-Safe Harbor Non-Elective Contribution Addendum” attached hereto.
	
	 Section 8. x Rollovers and
Employee Contributions

			
	8.1	 	x	  	Rollover Contributions.  Rollover Contributions are permitted <  ̈
beginning                                  (must be after the later of
the Plan’s original effective date or the restatement date) >, subject to the provisions selected below.
				
		 		  	(a)	  	Rollover Contributions can be made to the Plan by: (check one)
		 		  		  	 ̈  Any Employee (including those who are not Eligible Employees)
		 		  		  	x Any Eligible Employee (whether a Participant or not)
		 		  		  	 ̈  Any Eligible Employee who has become a Participant for Elective Deferral purposes
		 		  		  	 ̈  Any Eligible Employee who has become a Participant for Non-Safe Harbor Matching Contribution
purposes
		 		  		  	 ̈  Any Eligible Employee who has become a Participant for Non-Safe Harbor Non-Elective Contribution
purposes
				
		 		  	(b)	  	Rollover Contributions will be accepted from the following types of plans: (check any that apply)
		 		  		  	x  Code §401(a) plans (qualified retirement plans)
		 		  		  	x  Code §403(a) plans (qualified annuity plans)
		 		  		  	x  Code §403(b) plans (annuities purchased by a Code §501(c)(3) organization and certain
educational institutions)
		 		  		  	x  Code §408(a) plans (individual retirement accounts)
		 		  		  	x  Code §408(b) plans (individual retirement annuities)
		 		  		  	x  Code §457(b) plans (governmental only)


  

					
	Prototype 401(k) Non-Std.	  	Page 15 of 31	  	IRS Serial No:  M391053a










									
		  		  	(c)	  	Rollover Contributions can also include the following: (check all that apply)
		  		  		  	x	  	Roth Elective Deferrals (Note: Can be checked only if this Plan also permits Roth Elective Deferrals)
		  		  		  	x	  	Voluntary Employee Contributions
		  		  		  	 ̈	  	Mandatory Employee Contributions
		  		  		  	 ̈	  	Participant loans
		  		  		  	 ̈	  	In kind distributions (other than Participant loans)
				
		  		  	(d)	  	Rollover Contributions can be withdrawn from the Plan: (check one)
		  		  		  	x	  	At any time
		  		  		  	 ̈	  	Annually on a date set by the Administrator
		  		  		  	 ̈	  	Semi-annually on dates set by the Administrator
		  		  		  	 ̈	  	Quarterly on dates set by the Administrator
		  		  		  	 ̈	  	Monthly on dates set by the Administrator
		  		  		  	 ̈	  	Only upon Termination of Employment and only at the time selected in Section 15.5 of the Adoption Agreement
				
		  		  	(e)	  	Rollover Contributions which are withdrawn from the Plan < x can > <
 ̈ cannot > be redeposited in the Plan.
			
	 8.2
	  	x	  	Voluntary Employee Contributions.  Voluntary Employee Contributions are permitted <  ̈ beginning
                     (must be after the later of the Plan’s original effective date or the restatement date) >, subject to the
provisions selected below.
				
		  		  	(a)	  	Voluntary Employee Contributions can be made to the Plan by: (check one)
		  		  		  	x	  	Any Eligible Employee who has become a Participant for Elective Deferral purposes
		  		  		  	 ̈	  	Any Eligible Employee who has become a Participant for Non-Safe Harbor Matching Contribution purposes
		  		  		  	 ̈	  	Any Eligible Employee who has become a Participant for Non-Safe Harbor Non-Elective Contribution purposes
				
		  		  	(b)	  	Minimum and Maximum Contribution.  The minimum permitted Voluntary Employee Contribution is   0  % (enter zero
if no minimum) of Compensation and the maximum permitted contribution is   25  % (max. 100) of Compensation. Voluntary Employee Contributions can be made <
 ̈ annually > <  ̈ monthly > < x each payroll period >.
				
		  		  	(c)	  	Voluntary Employee Contributions can be withdrawn from the Plan: (check one)
		  		  		  	x	  	At any time
		  		  		  	 ̈	  	Annually on a date set by the Administrator
		  		  		  	 ̈	  	Semi-annually on dates set by the Administrator
		  		  		  	 ̈	  	Quarterly on dates set by the Administrator
		  		  		  	 ̈	  	Monthly on dates set by the Administrator
		  		  		  	 ̈	  	Only upon Termination of Employment and only at the time selected in Section 15.5 of the Adoption Agreement
			
	 8.3
	  	 ̈	  	Deemed IRAs.  Deemed Individual Retirement Accounts are permitted <  ̈ beginning
                     (must be after the later of the Plan’s original effective date or the restatement date) >, subject to the
provisions selected below. (check one)
		  		  	 ̈	  	Any Eligible Employee who has become a Participant for Elective Deferral purposes
		  		  	 ̈	  	Any Eligible Employee who has become a Participant for Non-Safe Harbor Matching Contribution purposes
		  		  	 ̈	  	Any Eligible Employee who has become a Participant for Non-Safe Harbor Non-Elective Contribution purposes
	
	 Section 9.  ̈
Prevailing Wage Contributions

		
	 9.1
	  	Prevailing Wage Contributions.  Subject to Section 3.6 of the Basic Plan, the Employer will make contributions to the Plan for the Prevailing
Wage Service of each Participant <  ̈ who is an NHCE >. The Administrator may promulgate additional rules and procedures regarding Prevailing Wage Contributions in an administrative policy
regarding Prevailing Wage Contributions.
		
	 9.2
	  	Vesting.  Prevailing Wage contributions are 100% Vested at all times unless they are “annualized” pursuant to Department of Labor
Regulations, in which case they will be Vested in accordance with the schedule selected in Section 10.6 of the Adoption Agreement. Notwithstanding the foregoing, to the extent a Prevailing Wage contribution is used to offset an Employer
contribution that is required to be 100% Vested at all times, such Prevailing Wage contribution will also be 100% Vested at all times.


  

					
	Prototype 401(k) Non-Std.	  	Page 16 of 31	  	IRS Serial No:  M391053a









 Section 10. Vesting Requirements 

 
  

											
	 10.1    
	  	Full and Immediate Vesting Upon Retirement, Death or Disability. A Participant’s Vested Interest in his or her Participant’s Account will be 100%
upon reaching Normal Retirement Age and upon the occurrence of the following: (check all that apply)
		  	 ̈	  	Reaching Early Retirement Age
		  	x	  	Death prior to Termination of Employment
		  	x	  	Disability prior to Termination of Employment
		
	 10.2
	  	Elective Deferrals, QMACs, QNECs and ADP Safe Harbor Contributions.  A Participant’s Vested Interest in all Elective Deferrals, QMACS, QNECs and
ADP Safe Harbor Contributions allocated to him or her will be 100% at all times.
			
	 10.3
	  	 ̈	  	ACP Safe Harbor Matching Contributions. A Participant’s Vested Interest in his or her ACP Safe Harbor Matching Contribution Account will be determined by the
provisions selected below.
				
		  		  	(a)	  	The Vesting schedule for ACP Safe Harbor Matching Contributions in a non-Top Heavy Plan Year is: (check one)
		  		  		  	 ̈	  	100% full and immediate	  	
		  		  		  	 ̈	  	The schedule set forth below	  	
						
		  		  		  		  	1 Year / Period of Service	  	                    %
		  		  		  		  	2 Years / Periods of Service	  	                    % (must be at least 20% unless 100% Vesting occurs
after 3 years)
		  		  		  		  	3 Years / Periods of Service	  	                    % (must be at least 40%)
		  		  		  		  	4 Years / Periods of Service	  	                    % (must be at least 60%)
		  		  		  		  	5 Years / Periods of Service	  	                    % (must be at least 80%)
		  		  		  		  	6 Years / Periods of Service	  	                    % (must be 100%)
				
		  		  	(b)	  	The Vesting schedule for ACP Safe Harbor Matching Contributions in a Top Heavy Plan Year is: (check one)
		  		  		  	 ̈	  	100% full and immediate	  	
		  		  		  	 ̈	  	The schedule set forth below	  	
						
		  		  		  		  	1 Year / Period of Service	  	                    %
		  		  		  		  	2 Years / Periods of Service	  	                    % (must be at least 20% unless 100% Vesting occurs
after 3 years)
		  		  		  		  	3 Years / Periods of Service	  	                    % (must be at least 40%)
		  		  		  		  	4 Years / Periods of Service	  	                    % (must be at least 60%)
		  		  		  		  	5 Years / Periods of Service	  	                    % (must be at least 80%)
		  		  		  		  	6 Years / Periods of Service	  	                    % (must be 100%)
					
		  		  	 (c)
	  	 ̈	  	Vesting Schedule for Pre-EGTRRA Contributions.  Notwithstanding paragraphs (a) and (b) above, a Participant’s Vested Interest in ACP Safe Harbor
Contributions which were made to the Plan prior to January 1, 2001 will be determined in accordance with the Vesting schedule in effect when such contributions were made to the Plan.
					
		  		  	 (d)
	  	 ̈	  	Service Excluded for Vesting.  All Service with the Employer is counted in determining a Participant’s Vested Interest in the ACP Safe Harbor
Matching Contribution Account except the following: (check all that apply)
		  		  		  		  	 ̈     Service before age 18
		  		  		  		  	 ̈     Service before the Employer maintained this Plan or a predecessor plan
		  		  		  		  	 ̈     Service during a period for which the Employee made no mandatory contributions to the
Plan
			
	 10.4
	  	x	  	Non-Safe Harbor Matching Contributions.  A Participant’s Vested Interest in his or her Non-Safe Harbor Matching Contribution Account will be
determined by the provisions below selected below.
				
		  		  	(a)	  	The Vesting schedule for Non-Safe Harbor Matching Contributions in a non-Top Heavy Plan Year is: (check one)
		  		  		  	x	  	100% full and immediate	  	
		  		  		  	 ̈	  	The schedule set forth below	  	
						
		  		  		  		  	1 Year / Period of Service	  	                    %
		  		  		  		  	2 Years / Periods of Service	  	                    % (must be at least 20% unless 100% Vesting occurs
after 3 years)
		  		  		  		  	3 Years / Periods of Service	  	                    % (must be at least 40%)
		  		  		  		  	4 Years / Periods of Service	  	                    % (must be at least 60%)
		  		  		  		  	5 Years / Periods of Service	  	                    % (must be at least 80%)
		  		  		  		  	6 Years / Periods of Service	  	                    % (must be 100%)


  

					
	Prototype 401(k) Non-Std.	  	Page 17 of 31	  	IRS Serial No:  M391053a










													
		 		 	(b)	 	The Vesting schedule for Non-Safe Harbor Matching Contributions in a Top Heavy Plan Year is: (check one)
		 		 		 	x	 	100% full and immediate	 	
		 		 		 	 ̈	 	The schedule set forth below	 	
					
		 		 		 		 	1 Year / Period of Service
                                 %
		 		 		 		 	2 Years / Periods of Service
                              % (must be at least 20% unless 100% Vesting occurs
after 3 years)
		 		 		 		 	3 Years / Periods of Service
                              % (must be at least 40%)
		 		 		 		 	4 Years / Periods of Service
                              % (must be at least 60%)
		 		 		 		 	5 Years / Periods of Service
                              % (must be at least 80%)
		 		 		 		 	6 Years / Periods of Service
                              % (must be 100%)
					
		 		 	(c)	 	 ̈	 	Vesting Schedule for Pre-EGTRRA Contributions. Notwithstanding paragraphs (a) and (b) above, a Participant’s Vested Interest in Non-Safe Harbor
Matching Contributions which were made to the Plan prior to January 1, 2001 will be determined in accordance with the Vesting schedule in effect when such contributions were made to the Plan.
					
		 		 	(d)	 	 ̈	 	Service Excluded for Vesting.    All Service with the Employer is counted in determining a Participant’s Vested Interest in the Non-Safe
Harbor Matching Contribution Account except the following: (check all that apply)
		 		 		 		 	 ̈	 	Service before age 18
		 		 		 		 	 ̈	 	Service before the Employer maintained this Plan or a predecessor plan
		 		 		 		 	 ̈	 	Service during a period for which the Employee made no mandatory contributions to the Plan
			
	10.5	 	x	 	Non-Safe Harbor Non-Elective Contributions.    A Participant’s Vested Interest in all Non-Safe Harbor Non-Elective Contributions
allocated to him or her will be determined by the provisions selected below.
				
		 		 	(a)	 	The Vesting schedule for Non-Safe Harbor Non-Elective Contributions in a non-Top Heavy Plan Year is: (check one)
		 		 		 	 ̈	 	100% full and immediate	 	
		 		 		 	 ̈	 	7 Year Graded	 	
		 		 		 	 ̈	 	5 Year Cliff	 	
		 		 		 	x	 	The schedule set forth below	 	
					
		 		 		 		 	1 Year / Period of Service
                       0      %
		 		 		 		 	2 Years / Periods of Service
                    0      % (must be at least 20% unless 100% Vesting occurs after 3
years)
		 		 		 		 	3 Years / Periods of Service
                  100    % (must be at least 40%)
		 		 		 		 	4 Years / Periods of Service
                  100    % (must be at least 60%)
		 		 		 		 	5 Years / Periods of Service
                  100    % (must be at least 80%)
		 		 		 		 	6 Years / Periods of Service
                  100    % (must be 100%)
				
		 		 	(b)	 	The Vesting schedule for Non-Safe Harbor Non-Elective Contributions in a Top Heavy Plan Year is: (check one)
		 		 		 	 ̈	 	100% full and immediate	 	
		 		 		 	x	 	The schedule set forth below	 	
					
		 		 		 		 	1 Year / Period of Service
                       0      %
		 		 		 		 	2 Years / Periods of Service
                    0      % (must be at least 20% unless 100% Vesting occurs after 3
years)
		 		 		 		 	3 Years / Periods of Service
                  100    % (must be at least 40%)
		 		 		 		 	4 Years / Periods of Service
                  100    % (must be at least 60%)
		 		 		 		 	5 Years / Periods of Service
                  100    % (must be at least 80%)
		 		 		 		 	6 Years / Periods of Service
                  100    % (must be 100%)
					
		 		 	(d)	 	 ̈	 	Service Excluded for Vesting.    All Service with the Employer is counted in determining a Participant’s Vested Interest in the Non-Safe
Harbor Non-Elective Contribution Account except the following: (check all that apply)
		 		 		 		 	 ̈	 	Years of Service before age 18
		 		 		 		 	 ̈	 	Years of Service before the Employer maintained this Plan or a predecessor plan
		 		 		 		 	 ̈	 	Years of Service during a period for which the Employee made no mandatory contributions to the Plan


  

					
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	 10.5
	  	 ̈	  	Prevailing Wage Contributions. Except as otherwise provided in Section 9.2 of the Adoption Agreement, a Participant’s Vested Interest in all
Prevailing Wage contributions allocated to him or her will be determined by the provisions below.
				
		  		  	(a)	 	The Vesting schedule for Prevailing Wage Contributions in a non-Top Heavy Plan Year is: (check one)
		  		  		 	 ̈	  	100% full and immediate
		  		  		 	 ̈	  	7 Year Graded
		  		  		 	 ̈	  	5 Year Cliff
		  		  		 	 ̈	  	The schedule set forth below
					
		  		  		 		  	1 Year / Period of
Service                                 %
					
		  		  		 		  	2 Years / Periods of
Service                              % (must be at least 20% unless 100% Vesting occurs
after 3 years)
					
		  		  		 		  	3 Years / Periods of
Service                              % (must be at least 40%)
					
		  		  		 		  	4 Years / Periods of
Service                              % (must be at least 60%)
					
		  		  		 		  	5 Years / Periods of
Service                              % (must be at least 80%)
					
		  		  		 		  	6 Years / Periods of
Service                              % (must be 100%)
				
		  		  	(b)	 	The Vesting schedule for Prevailing Wage Contributions in a Top Heavy Plan Year is: (check one)
		  		  		 	 ̈	  	100% full and immediate
		  		  		 	 ̈	  	The schedule set forth below
					
		  		  		 		  	1 Year / Period of
Service                                 %
					
		  		  		 		  	2 Years / Periods of
Service                              % (must be at least 20% unless 100% Vesting occurs
after 3 years)
					
		  		  		 		  	3 Years / Periods of
Service                              % (must be at least 40%)
					
		  		  		 		  	4 Years / Periods of
Service                              % (must be at least 60%)
					
		  		  		 		  	5 Years / Periods of
Service                              % (must be at least 80%)
					
		  		  		 		  	6 Years / Periods of
Service                              % (must be 100%)
					
		  		  	(c)	 	 ̈	  	Service Excluded for Vesting.    All Service with the Employer is counted in determining a Participant’s Vested Interest in the
Prevailing Wage Contribution Account except the following: (check all that apply)
		  		  		 		  	 ̈	  	Years of Service before age 18
		  		  		 		  	 ̈	  	Years of Service before the Employer maintained this Plan or a predecessor plan
		  		  		 		  	 ̈	  	Years of Service during a period for which the Employee made no mandatory contributions to the Plan
	
	 Section 11. Compensation Definitions

			
	 11.1
	  	x	  	Elective Deferrals. A Participant’s Compensation for Elective Deferral purposes will be determined as selected below.
				
		  		  	(a)	 	Compensation is defined as: (check one)
		  		  		 	x	  	Form W-2 Compensation
		  		  		 	 ̈	  	Code §3401 Compensation
		  		  		 	 ̈	  	Safe Harbor Code §415 Compensation
				
		  		  	(b)	 	Elective contributions under Code §125, §132(f)(4), §402(h), §403(b), §457(b) and §414(h)(2) will: (check
one)
		  		  		 	x	  	Be included as Compensation
		  		  		 	 ̈	  	Not be included as Compensation
				
		  		  	(c)	 	The Compensation measuring period is the: (check one)
		  		  		 	x	  	Plan Year
		  		  		 	 ̈	  	Fiscal Year ending on or within the Plan Year
		  		  		 	 ̈	  	Calendar year ending on or within the Plan Year
					
		  		  	(d)	 	x	  	The following categories of remuneration will not be counted as Compensation: (check all that apply)
		  		  		 		  	 ̈	  	1) Compensation received prior to becoming a Participant
		  		  		 		  	 ̈	  	2) Compensation received while an ineligible Employee under Section 3.1(a) of the Adoption Agreement
		  		  		 		  	 ̈	  	3) All items in Regulation §1.414(s)-1(c)(3) (i.e., expense allowances, fringe benefit, moving expenses, etc.)
		  		  		 		  	 ̈	  	4) Post-Severance Compensation
1


  

					
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		 		 		 		 	 ̈	 	5) Deemed 125 Compensation
1
		 		 		 		 	 ̈	 	6) Bonuses 1
		 		 		 		 	 ̈	 	7) Overtime 1
		 		 		 		 	 ̈	 	8) Commissions 1
		 		 		 		 	x	 	9) Other (describe) 
1 See 2 in Addendum                         
                                         
                              
		 		 		 		 		 	  

					
		 		 		 		 	 1    If checked, the Plan’s definition of compensation may fail to satisfy the safe
harbor requirements unless such compensation is excluded only with respect to Highly Compensated Employees under paragraph (e) below.

					
		 		 	(e)	 	 ̈	 	The amounts excluded under (d)(4) – (9) will only be excluded with respect to: (check all that apply)
		 		 		 		 	 ̈	 	Highly Compensated Employees
		 		 		 		 	 ̈	 	Other (cannot be a class that only includes
NHCEs)                                       
                                         
 
		 		 		 		 		 	  

			
	11.2	 	 ̈	 	ADP Safe Harbor Contributions. A Participant’s Compensation for purposes of any ADP Safe Harbor Contributions contributed under Section 5 of the Adoption
Agreement will be determined as selected below.
				
		 		 	(a)	 	Compensation is defined as: (check one)
		 		 		 	 ̈	 	Form W-2 Compensation
		 		 		 	 ̈	 	Code §3401 Compensation
		 		 		 	 ̈	 	Safe Harbor Code §415 Compensation
				
		 		 	(b)	 	Elective contributions under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and §414(h)(2) will: (check
one)
		 		 		 	 ̈	 	Be included as Compensation
		 		 		 	 ̈	 	Not be included as Compensation
				
		 		 	(c)	 	The Compensation measuring period is the: (check one)
		 		 		 	 ̈	 	Plan Year
		 		 		 	 ̈	 	Fiscal Year ending on or within the Plan Year
		 		 		 	 ̈	 	Calendar year ending on or within the Plan Year
					
		 		 	(d)	 	 ̈	 	The following categories of remuneration will not be counted as Compensation: (check all that apply)
		 		 		 		 	 ̈	 	1) Compensation received prior to becoming a Participant
		 		 		 		 	 ̈	 	2) Compensation received while an ineligible Employee under Section 3.1(a) and (b) of the Adoption Agreement
		 		 		 		 	 ̈	 	3) All items in Regulation §1.414(s)-1(c)(3) (i.e., expense allowances, fringe benefit, moving expenses, etc.)
		 		 		 		 	 ̈	 	4) Post-Severance Compensation
1
		 		 		 		 	 ̈	 	5) Deemed 125 Compensation 1
		 		 		 		 	 ̈	 	6) Bonuses 1
		 		 		 		 	 ̈	 	7) Overtime 1
		 		 		 		 	 ̈	 	8) Commissions 1
		 		 		 		 	x	 	9) Other (describe) 
1                           
                                         
                                         
                        
		 		 		 		 		 	  

					
		 		 		 		 	 1    If checked, the Plan’s definition of compensation may fail to satisfy the safe
harbor requirements unless such compensation is excluded only with respect to Highly Compensated Employees under paragraph (e) below.

					
		 		 	(e)	 	 ̈	 	The amounts excluded under (d)(4) – (9) will only be excluded with respect to: (check all that apply)
		 		 		 		 	 ̈	 	Highly Compensated Employees
		 		 		 		 	 ̈	 	Other (cannot be a class that only includes NHCEs)             
                                         
                             
		 		 		 		 		 	  


  

  

					
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	11.3	 	 ̈	 	ACP Safe Harbor Contributions. A Participant’s Compensation for purposes of any ACP Safe Harbor Contributions contributed under Section 5 of the Adoption
Agreement will be determined as selected below.
				
		 		 	(a)	 	Compensation is defined as: (check one)
		 		 		 	 ̈	 	Form W-2 Compensation
		 		 		 	 ̈	 	Code §3401 Compensation
		 		 		 	 ̈	 	Safe Harbor Code §415 Compensation
				
		 		 	(b)	 	Elective contributions under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and §414(h)(2) will: (check
one)
		 		 		 	 ̈	 	Be included as Compensation
		 		 		 	 ̈	 	Not be included as Compensation
				
		 		 	(c)	 	The Compensation measuring period is the: (check one)
		 		 		 	 ̈	 	Plan Year
		 		 		 	 ̈	 	Fiscal Year ending on or within the Plan Year
		 		 		 	 ̈	 	Calendar year ending on or within the Plan Year
					
		 		 	(d)	 	 ̈	 	The following categories of remuneration will not be counted as Compensation: (check all that apply)
		 		 		 		 	 ̈	 	1) Compensation received prior to becoming a Participant
		 		 		 		 	 ̈	 	2) Compensation received while an ineligible Employee under Section 3.1(a) and (c) of the Adoption Agreement
		 		 		 		 	 ̈	 	3) All items in Regulation §1.414(s)-1(c)(3) (i.e., expense allowances, fringe benefit, moving expenses, etc.)
		 		 		 		 	 ̈	 	4) Post-Severance Compensation
1
		 		 		 		 	 ̈	 	5) Deemed 125 Compensation
1
		 		 		 		 	 ̈	 	6) Bonuses
1
		 		 		 		 	 ̈	 	7) Overtime
1
		 		 		 		 	 ̈	 	8) Commissions
1
		 		 		 		 	 ̈	 	9) Other (describe) 
1                                 
                                         
                                         
                
		 		 		 		 		 	  

		 		 		 		 	  
 1  If checked, the Plan’s definition of compensation may fail to satisfy the safe harbor requirements
unless such compensation is excluded only with respect to Highly Compensated Employees under paragraph (e) below.

					
		 		 	(e)	 	 ̈	 	The amounts excluded under (d)(4) – (9) will only be excluded with respect to: (check all that apply)
		 		 		 		 	 ̈	 	Highly Compensated Employees
		 		 		 		 	 ̈	 	Other (cannot be a class that only includes NHCEs)           
                                         
                             
		 		 		 		 		 	  

			
	11.4	 	x	 	Non-Safe Harbor Matching Contributions. A Participant’s Compensation for purposes of Non-Safe Harbor Matching Contributions contributed under Section 6 of
the Adoption Agreement will be determined as selected below.
				
		 		 	(a)	 	Compensation is defined as: (check one)
		 		 		 	x	 	Form W-2 Compensation
		 		 		 	 ̈	 	Code §3401 Compensation
		 		 		 	 ̈	 	Safe Harbor Code §415 Compensation
				
		 		 	(b)	 	Elective contributions under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and §414(h)(2) will: (check
one)
		 		 		 	x	 	Be included as Compensation
		 		 		 	 ̈	 	Not be included as Compensation
				
		 		 	(c)	 	The Compensation measuring period is the: (check one)
		 		 		 	x	 	Plan Year
		 		 		 	 ̈	 	Fiscal Year ending on or within the Plan Year
		 		 		 	 ̈	 	Calendar year ending on or within the Plan Year


  

					
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		 		 	(d)	 	x	 	The following categories of remuneration will not be counted as Compensation: (check all that apply)
		 		 		 		 	 ̈	 	1) Compensation received prior to becoming a Participant for Non-Safe Harbor Matching Contributions
		 		 		 		 	 ̈	 	2) Compensation received while an ineligible Employee under Section 3.1(d) of the Adoption Agreement
		 		 		 		 	 ̈	 	3) All items in Regulation §1.414(s)-1(c)(3) (i.e., expense allowances, fringe benefit, moving expenses, etc.)
		 		 		 		 	 ̈	 	4) Post-Severance Compensation
1
		 		 		 		 	 ̈	 	5) Deemed 125 Compensation
1
		 		 		 		 	 ̈	 	6) Bonuses 1
		 		 		 		 	 ̈	 	7) Overtime 1
		 		 		 		 	 ̈	 	8) Commissions 1
		 		 		 		 	x	 	9) Other (describe) 
1       See 3 in Addendum                    
                                         
                               
					
		 		 		 		 	  

		 		 		 		 	  
 1  If checked, the Plan’s definition of
compensation may fail to satisfy the safe harbor requirements unless such compensation is excluded only with respect to Highly Compensated Employees under paragraph (e) below.

					
		 		 	(e)	 	 ̈	 	The amounts excluded under (d)(4) – (9) will only be excluded with respect to: (check all that apply)
		 		 		 		 	 ̈	 	Highly Compensated Employees
		 		 		 		 	 ̈	 	Other (cannot be a class that only includes NHCEs)             
                                         
                           
						
		 		 		 		 		 	  

			
	11.5	 	x	 	Non-Safe Harbor Non-Elective Contributions. A Participant’s Compensation for purposes of Non-Safe Harbor Non-Elective Contributions contributed under Section
7 of the Adoption Agreement will be determined as selected below.
				
		 		 	(a)	 	Compensation is defined as: (check one)
		 		 		 	x	 	Form W-2 Compensation
		 		 		 	 ̈	 	Code §3401 Compensation
		 		 		 	 ̈	 	Safe Harbor Code §415 Compensation
				
		 		 	(b)	 	Elective contributions under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and §414(h)(2) will: (check
one)
		 		 		 	x	 	Be included as Compensation
		 		 		 	 ̈	 	Not be included as Compensation
				
		 		 	(c)	 	The Compensation measuring period is the: (check one)
		 		 		 	x	 	Plan Year
		 		 		 	 ̈	 	Fiscal Year ending on or within the Plan Year
		 		 		 	 ̈	 	Calendar year ending on or within the Plan Year
					
		 		 	(d)	 	x	 	The following categories of remuneration will not be counted as Compensation: (check all that apply)
		 		 		 		 	 ̈	 	1) Compensation received prior to becoming a Participant for Non-Safe Harbor Matching Contributions
		 		 		 		 	 ̈	 	2) Compensation received while an ineligible Employee under Section 3.1(e) of the Adoption Agreement
		 		 		 		 	 ̈	 	3) All items in Regulation §1.414(s)-1(c)(3) (i.e., expense allowances, fringe benefit, moving expenses, etc.)
		 		 		 		 	 ̈	 	4) Post-Severance Compensation
1
		 		 		 		 	 ̈	 	5) Deemed 125 Compensation
1
		 		 		 		 	 ̈	 	6) Bonuses 1
		 		 		 		 	 ̈	 	7) Overtime 1
		 		 		 		 	 ̈	 	8) Commissions 1
		 		 		 		 	x	 	9) Other (describe) 
1       See 4 in Addendum                    
                                         
                               
					
		 		 		 		 	  

		 		 		 		 	  
 1  If checked, the Plan’s definition of
compensation may fail to satisfy the safe harbor requirements unless such compensation is excluded only with respect to Highly Compensated Employees under paragraph (e) below.

					
		 		 	(e)	 	 ̈	 	The amounts excluded under (d)(4) – (9) will only be excluded with respect to: (check all that apply)
		 		 		 		 	 ̈	 	Highly Compensated Employees
		 		 		 		 	 ̈	 	Other (cannot be a class that only includes NHCEs)             
                                         
                            
						
		 		 		 		 		 	  



  

					
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		 		 	(f)	  	 ̈	 	Imputed Compensation During Periods of Disability. Subject to Section 1.39(c) and Section 1.41(g) of the Basic Plan, a Participant’s Compensation will be
imputed during periods of total disability (as defined in Code §22(e)(3)) in determining or allocating Non-Safe Harbor Non-Elective Contributions. Any such imputation will be limited to the number of Plan Years (and Limitation Years) specified
in an administrative policy, and the number of such Plan Years and Limitations Years can be different for affected Participants who are HCEs and those who are NHCEs.
			
	11.6  	 	x  	 	Voluntary Employee Contributions. A Participant’s Compensation for purposes of any Voluntary Employee Contributions contributed under Section 8.2 of the
Adoption Agreement will be determined as selected below.
				
		 		 	(a)	  	Compensation is defined as: (check one)
		 		 		  	x	 	Form W-2 Compensation
		 		 		  	 ̈	 	Code §3401 Compensation
		 		 		  	 ̈	 	Safe Harbor Code §415 Compensation
				
		 		 	(b)	  	Elective contributions under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and §414(h)(2) will: (check
one)
		 		 		  	x	 	Be included as Compensation
		 		 		  	 ̈	 	Not be included as Compensation
				
		 		 	(c)	  	The Compensation measuring period is the: (check one)
		 		 		  	x	 	Plan Year
		 		 		  	 ̈	 	Fiscal Year ending on or within the Plan Year
		 		 		  	 ̈	 	Calendar year ending on or within the Plan Year
					
		 		 	(d)	  	x	 	The following categories of remuneration will not be counted as Compensation: (check all that apply)
		 		 		  		 	 ̈	 	1) Compensation received prior to becoming a Participant
		 		 		  		 	 ̈	 	2) Compensation received while an ineligible Employee under Section 3.1(a) of the Adoption Agreement
		 		 		  		 	 ̈	 	3) All items in Regulation §1.414(s)-1(c)(3) (i.e., expense allowances, fringe benefit, moving expenses, etc.)
		 		 		  		 	 ̈	 	4) Post-Severance Compensation
1
		 		 		  		 	 ̈	 	5) Deemed 125 Compensation
1
		 		 		  		 	 ̈	 	6) Bonuses 1
		 		 		  		 	 ̈	 	7) Overtime 1
		 		 		  		 	 ̈	 	8) Commissions 1
		 		 		  		 	x	 	9) Other (describe) 
1       See 5 in Addendum                    
                                         
                               
		 		 		  		 		 	  

		 		 		  		 	  
 1  If checked, the Plan’s definition of
compensation may fail to satisfy the safe harbor requirements unless such compensation is excluded only with respect to Highly Compensated Employees under paragraph (e) below.

					
		 		 	(e)	  	 ̈	 	The amounts excluded under (d)(4) – (9) will only be excluded with respect to: (check all that apply)
		 		 		  		 	 ̈	 	Highly Compensated Employees
		 		 		  		 	 ̈	 	Other (cannot be a class that only includes NHCEs)             
                                         
                            
		 		 		  		 		 	  

		
	11.7	 	Code §415(c)(3) Compensation for Top Heavy Allocation Purposes and Key Employee Determinations. An Employee’s Code §415(c)(3) Compensation used to
determine any Top Heavy Minimum Allocations and whether an Employee is also a Key Employee is based on the selection below.
		 	x	 	Form W-2 Compensation
		 	 ̈	 	Code §3401 Compensation
		 	 ̈	 	Safe Harbor Code §415 Compensation
		 	 ̈	 	Statutory Code §415 Compensation
		
	11.8	 	Code §415(c)(3) Compensation for Code §415 Limitation Determinations. An Employee’s Code §415(c)(3) Compensation used to determine the
Employee’s Annual Addition limitation under Article 6 of the Basic Plan is based on the selection below.
		 	x	 	Form W-2 Compensation
		 	 ̈	 	Code §3401 Compensation
		 	 ̈	 	Safe Harbor Code §415 Compensation
		 	 ̈	 	Statutory Code §415 Compensation


  

					
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	11.9	 	Code §415(c)(3) Compensation for Highly Compensated Employee Determinations and Other Statutory Purposes. An Employee’s Code §415(c)(3)
Compensation used to determine whether the Employee’ is also a Highly Compensated Employee, and for other statutory purposes that do not appear elsewhere in this Adoption Agreement, is based on the selection below.
			
		 	x	 	Form W-2 Compensation
		 	 ̈	 	Code §3401 Compensation
		 	 ̈	 	Safe Harbor Code §415 Compensation
		 	 ̈	 	Statutory Code §415 Compensation
	
	 Section 12. x Allocation
of Forfeitures

		
	12.1	 	Time When Forfeitures Occur. Forfeitures of any kind will occur: (check one)
			
		 	x	 	When a Terminated Participant’s entire Vested Account has been distributed (or after 5 consecutive Breaks in Service, if earlier)
		 	 ̈	 	After a Terminated Participant incurs          (max. 5) consecutive Breaks in Service
			
	12.2	 	 ̈	 	ACP Safe Harbor Matching Contributions. Forfeitures of ACP Safe Harbor Matching Contributions which are not used to pay administrative expenses as permitted under
Section 3.13(b) of the Basic Plan will be allocated (or used) as follows:
				
		 		 	(a)	 	Forfeitures attributable to ACP Safe Harbor Matching Contributions will be: (check one)
		 		 		 	 ̈	 	1)	 	Used to reduce Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		 		 		 	 ̈	 	2)	 	Added to Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		 		 		 	 ̈	 	3)	 	Allocated to Benefiting Participants pro-rata based on his or her Compensation for the Plan Year
					
		 		 	(b)	 	 ̈	 	Participants Eligible to Be Benefiting Participants. The following are eligible to be Benefiting Participants for an Allocation Period with respect to Forfeitures
allocated under paragraph (a)(3) above:
						
		 		 		 		 	 ̈	 	Those who are Participants for Elective Deferral purposes (whether they defer or not)
		 		 		 		 	 ̈	 	Those who are Participants for Non-Safe Harbor Matching Contribution purposes
		 		 		 		 	 ̈	 	Those who are Participants for Non-Safe Harbor Non-Elective Contribution purposes
			
	12.3	 	x	 	Non-Safe Harbor Matching Contributions. Forfeitures of Non-Safe Harbor Matching Contributions which are not used to pay administrative expenses as permitted under
Section 3.13(b) of the Basic Plan will be allocated (or used) as follows:
				
		 		 	(a)	 	Forfeitures attributable to Non-Safe Harbor Matching Contributions will be: (check one)
						
		 		 		 	x	 	1)	 	Used to reduce Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		 		 		 	 ̈	 	2)	 	Added to Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		 		 		 	 ̈	 	3)	 	Allocated to Benefiting Participants in the manner selected in paragraphs (b), (c) and (d) below
					
		 		 	(b)	 	 ̈	 	Method of Allocation. Forfeitures allocated under (a)(3) will be allocated to each Benefiting Participant as follows:
		 		 		 		 	 ̈	 	Pro-rata based on his or her Compensation for the Plan Year
		 		 		 		 	 ̈	 	Pro-rata based on his or her Elective Deferrals for the Plan Year
		 		 		 		 	 ̈	 	Pro-rata based on his or her Non-Safe Harbor Matching Contributions for the Plan Year
		 		 		 		 	 ̈	 	Pro-rata based on his or her Non-Safe Harbor Matching Contribution Account balance
					
		 		 	(c)	 	 ̈	 	Participants Eligible to Be Benefiting Participants. The following are eligible to be Benefiting Participants for an Allocation Period with respect to Forfeitures
allocated under paragraph (a)(3) above:
						
		 		 		 		 	 ̈	 	Those who are Participants for Elective Deferral purposes
		 		 		 		 	 ̈	 	Those who are Participants for Non-Safe Harbor Matching Contribution purposes
		 		 		 		 	 ̈	 	Those who are Participants for Non-Safe Harbor Non-Elective Contribution purposes
					
		 		 	(d)	 	 ̈	 	Benefiting Participants. Any Participant selected in paragraph (c) <  ̈ who is a NHCE for the Allocation Period
> will be a Benefiting Participant for purposes of the allocations under paragraph (a)(3) above, provided the Participant also satisfies the applicable requirements in Section 6.2 of the Adoption Agreement.


  

					
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	12.4	 	x	 	Non-Safe Harbor Non-Elective Contributions. Forfeitures of Non-Safe Harbor Non-Elective Contributions which are not used to pay administrative expenses as
permitted under Section 3.13(b) of the Basic Plan will be allocated (or used) as follows:
				
		 		 	(a)	 	Forfeitures attributable to Non-Safe Harbor Non-Elective Contributions will be: (check one)
						
		 		 		 	x	 	1)	 	Used to reduce Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		 		 		 	 ̈	 	2)	 	Added to Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		 		 		 	 ̈	 	3)	 	Allocated to Benefiting Participants in the manner selected in paragraphs (b), (c) and (d) below
					
		 		 	(b)	 	 ̈	 	Method of Allocation. Forfeitures allocated under (a)(3) will be allocated to each Benefiting Participant as follows:
		 		 		 		 	 ̈	 	Pro-rata based on his or her Compensation for the Plan Year
		 		 		 		 	 ̈	 	Pro-rata based on his or her Elective Deferrals for the Plan Year
		 		 		 		 	 ̈	 	Pro-rata based on his or her Non-Safe Harbor Non-Elective Contributions for the Plan Year
		 		 		 		 	 ̈	 	Pro-rata based on his or her Non-Safe Harbor Non-Elective Contribution Account balance
					
		 		 	(c)	 	 ̈	 	Participants Eligible to Be Benefiting Participants. The following are eligible to be Benefiting Participants for an Allocation Period with respect to Forfeitures
allocated under paragraph (a)(3) above:
						
		 		 		 		 	 ̈	 	Those who are Participants for Elective Deferral purposes
		 		 		 		 	 ̈	 	Those who are Participants for Non-Safe Harbor Matching Contribution purposes
		 		 		 		 	 ̈	 	Those who are Participants for Non-Safe Harbor Non-Elective Contribution purposes
					
		 		 	(d)	 	 ̈	 	Benefiting Participants. Any Participant selected in paragraph (c) <  ̈ who is a NHCE for the Allocation Period
> will be a Benefiting Participant for purposes of the allocations under paragraph (a)(3) above, provided the Participant also satisfies the applicable requirements in Section 7.3 of the Adoption Agreement.
	
	 Section 13. Allocation of Earnings and Losses

		
	13.1	 	Allocation Method. Investment earnings and losses will be allocated to each Participant’s Account in a non-discriminatory manner in accordance with the terms
of Section 3.12 of the Basic Plan.
	
	 Section 14. Normal and Early Retirement Age

		
	14.1	 	Normal Retirement Age. The Plan’s Normal Retirement Age is Age 65 (max. 65)
		 		 		 		 		 	
		 	 ̈	 	Or the                  (max. 5th) anniversary of becoming a Participant in
the Plan, if later
		 	 ̈	 	Or the date the Participant is credited with at least                 
Years/Periods of Service, if later, but in no event later than the later of Age 65 or the 5th anniversary of becoming a Participant in the Plan
		
	14.2	 	Normal Retirement Date. The Plan’s Normal Retirement Date is as selected below. (check one)
			
		 	 ̈	 	The Anniversary Date following the date a Participant reaches Normal Retirement Age
		 	 ̈	 	The Anniversary Date nearest the date a Participant reaches Normal Retirement Age
		 	 ̈	 	The first day of the month following the date a Participant reaches Normal Retirement Age
		 	 ̈	 	The first day of the month nearest the date a Participant reaches Normal Retirement Age
		 	x	 	The same date a Participant reaches Normal Retirement Age
			
	14.3	 	 ̈	 	Early Retirement Age. Early Retirement is permitted, and the Plan’s Early Retirement Age is Age         
(max. 64)
				
		 		 	 ̈	 	Or if later, the date the Participant is credited with at least                 
Years/Periods of Service
		 		 	 ̈	 	Provided the Participant is also credited with at least                 
Years/Periods of Service
			
	14.4	 	 ̈	 	Early Retirement Date. The Early Retirement Date is as selected below. (check one)
				
		 		 	 ̈	 	Any Anniversary Date after a Participant reaches Early Retirement Age
		 		 	 ̈	 	The first day of any month after a Participant reaches Early Retirement Age
		 		 	 ̈	 	Any date after a Participant reaches Early Retirement Age


  

					
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	 Section 15. Distribution Provisions

		
	15.1	  	Normal Form of Distribution for Distributions Other Than Death Benefits. The benefit payable to a Participant who Terminates Employment with the Employer for
reasons other than death will be distributed in the manner selected below.
				
		  	(a)	  	x	  	Lump Sum Payment <  ̈ and the Optional Forms of Distribution are: (check all that apply)
>
					
		  		  		  	 ̈	  	Installment payments
		  		  		  	 ̈	  	Partial payments as requested from time to time by the Participant
		  		  		  	 ̈	  	Any form of annuity which can be purchased from an insurance company (subject to the QJSA rules)
				
		  	(b)	  	 ̈	  	Installment Payments <  ̈ and the Optional Forms of Distribution are: (check all that apply)
>
					
		  		  		  	 ̈	  	A lump sum payment
		  		  		  	 ̈	  	Partial payments as requested from time to time by the Participant
		  		  		  	 ̈	  	Any form of annuity which can be purchased from an insurance company (subject to the QJSA rules)
				
		  	(c)	  	 ̈	  	Qualified Joint and Survivor Annuity <  ̈ and the Optional Forms of Distribution are: (check all that apply)
>
					
		  		  		  	 ̈	  	A lump sum payment
		  		  		  	 ̈	  	Installment payments
		  		  		  	 ̈	  	Partial payments as requested from time to time by the Participant
		  		  		  	 ̈	  	Any other form of annuity which can be purchased from an insurance company
		
	15.2	  	Distribution of Benefits Because of Retirement. With respect to a Participant who Terminates Employment because of retirement or on or after his or her
Normal (or Early) Retirement Date, distribution will be made in a form permitted under Section 15.1 and will occur within an administratively reasonable time after the Participant’s Normal (or Early) Retirement Date.
		
	15.3	  	Distribution of Benefits Because of Disability. With respect to a Participant who Terminates Employment because of his or her Disability, distribution will be
made in a form permitted under Section 15.1 and in accordance with the provisions selected below.
			
		  	(a)	  	Time of Distribution. Distribution of a Disability Benefit will be made: (check one)
				
		  		  	x	  	Within an administratively reasonable time after Termination of Employment
		  		  	 ̈	  	In accordance with the distribution requirements in Section 15.5 below
			
		  	(b)	  	Definition of Disability. A Participant will be considered to have suffered a Disability for Plan purposes if the Participant suffers a mental or physical
impairment while still an Employee which: (check all that apply)
				
		  		  	 ̈	  	In the opinion of a physician acceptable to the Administrator, totally and permanently prevents the Participant from engaging in any occupation for pay or
profit.
				
		  		  	 ̈	  	In the opinion of a physician acceptable to the Administrator, totally and permanently prevents the Participant from performing customary and usual duties for the
Employer.
				
		  		  	 ̈	  	In the opinion of the Social Security Administration, qualifies the Participant for disability benefits under the Social Security Act in effect on the date the
Participant suffers the mental or physical impairment.
				
		  		  	x	  	In the opinion of the insurance company, qualifies the Participant for benefits under an Employer-sponsored long-term disability plan which is administered by an
independent third party.
				
		  	(c)	  	 ̈	  	Exceptions. Notwithstanding (b) above, a Participant will not be considered to have suffered a Disability for purposes of the Plan if the mental or physical
impairment is the result of: (check all that apply)
					
		  		  		  	 ̈	  	The illegal use of drugs or intoxicants
		  		  		  	 ̈	  	An intentionally self-inflicted injury or sickness
		  		  		  	 ̈	  	An injury suffered as a result of an unlawful or criminal act by the Participant
		
	15.4	  	Distribution of Benefits Upon Death. With respect to any portion of a deceased Participant’s Vested Aggregate Account which is subject to the QJSA
requirements, any death benefit payable therefrom to such deceased Participant’s surviving Spouse will be distributed as a Qualified Pre-Retirement Survivor Annuity unless the QPSA has been waived by the Participant in accordance with Section
5.8 of the Basic Plan (or has been waived by the surviving Spouse if elected in paragraph (c) below). With respect to any death benefit payable to a non-Spouse Beneficiary, any death benefit payable to a surviving Spouse where the QPSA has been
waived, or any death benefit payable from a portion of a deceased Participant’s Vested Aggregate Account which is not subject to the QJSA requirements, any such death benefit will be distributed in the form of distribution selected in paragraph
(a) below.


  

					
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		 	(a)	 	Form of distribution (other than a required QPSA). A Beneficiary can elect to have a death benefit (other than a QPSA) to which he or she is entitled
distributed in the following manner: (check all that apply)
		 		 	x	 	In a lump sum payment
		 		 	 ̈	 	In installment payments (if elected by the Beneficiary)
		 		 	 ̈	 	In partial payments as requested from time to time by the Beneficiary
		 		 	 ̈	 	Any form of annuity which can be purchased from an insurance company (subject to the QPSA rules)
			
		 	(b)	 	Value of QPSA. With respect to any portion of a deceased Participant’s Vested Aggregate Account which is subject to the QJSA requirements, the value
of a QPSA is:
		 		 	 ̈	 	50% of the deceased Participant’s Vested Aggregate Account
		 		 	 ̈	 	100% of the deceased Participant’s Vested Aggregate Account
			
		 	(c)	 	Spousal Waiver of QPSA. With respect to any portion of a deceased Participant’s Vested Aggregate Account which is subject to the QJSA requirements, if
a Participant did not waive the QPSA prior to death, the deceased Participant’s surviving Spouse is <  ̈ not > permitted to waive the QPSA after the Participant’s death.
		
	15.5	 	Distribution of Benefits for Reasons Other than Retirement, Death or Disability. With respect to a Participant who Terminates Employment for reasons other than
retirement, death or Disability, distribution will be made in a form permitted under Section 15.1 and will occur within an administratively reasonable time after the date selected below.
			
		 	 ̈	 	The Participant has a 1-year Break in Service
		 	 ̈	 	The Participant has          (max. 5) consecutive 1-year Breaks in Service
		 	 ̈	 	The end of the Plan Year in which the Participant Terminates Employment
		 	 ̈	 	The Participant Terminates Employment
		 	 ̈	 	The Participant Terminates Employment, but not more than          days after Termination of Employment
		 	 ̈	 	The Participant Terminates Employment, but not earlier than          days after Termination of Employment
		 	 ̈	 	The next Valuation Date of the Plan
		 	x	 	The Participant requests payment
		 	 ̈	 	The date the Participant reaches his or her Normal (or Early) Retirement Age under the Plan
			
	15.6	 	x	 	Mandatory Cash-Outs. Subject to Section 5.5 of the Basic Plan, the Administrator will distribute a Vested Aggregate Account without the consent of
any Participant who Terminates Employment based on the threshold selected below.
		 		 	 ̈	 	$5,000 <  ̈ including > <  ̈ excluding > Rollover
Contributions
		 		 	x	 	$1,000 including Rollover Contributions
		 		 	 ̈	 	$          (must be less than $5,000 but more than $1,000) including Rollover Contributions
		 		 	 ̈	 	$          (must be less than $1,000) including Rollover Contributions
			
	15.7	 	x	 	In-Service Distributions. Distributions may be made to a Participant <  ̈ who is a NHCE > while
he or she is still employed by the Employer as selected below.
					
		 		 	(a)	 	x	 	Distributions to Participants Still Employed After Normal Retirement Age. Subject to Section 4.2 of the Basic Plan, a Participant who has reached Normal
Retirement Age but has not Terminated Employment with the Employer can withdraw all or any portion of his or her Vested Aggregate Account balance.
					
		 		 	(b)	 	x	 	Distributions to Participants Still Employed Before Normal Retirement Age. Subject to Section 5.17 of the Basic Plan, a Participant who has not reached Normal
Retirement Age and has not Terminated Employment with the Employer can withdraw all or any portion of his or her Vested Interest in the account or accounts selected below.
						
		 		 		 		 	(1)	 	Elective Deferral, QMAC/QNEC Accounts and ADP Safe Harbor Contribution Accounts. A Participant who has reached Age   59.5   (at
least 59 1/2) can withdraw all or a portion of his or her: (check all that apply)
							
		 		 		 		 		 	x	 	Elective Deferral Account
		 		 		 		 		 	x	 	Qualified Matching Contribution Account
		 		 		 		 		 	x	 	Qualified Non-Elective Contribution Account
		 		 		 		 		 	 ̈	 	ADP Safe Harbor Contribution Account


  

					
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		 		 		 		 	(2)	 	Non-Safe Harbor Matching Contribution Accounts, Non-Safe Harbor Non-Elective Contribution Accounts and ACP Safe Harbor Contribution Accounts. A Participant who
has satisfied the conditions selected in subparagraph (3) below can withdraw all or a portion of his or her: (check all that apply)
							
		 		 		 		 		 	x	 	Vested Non-Safe Harbor Matching Contribution Account
		 		 		 		 		 	x	 	Vested Non-Safe Harbor Non-Elective Contribution Account
		 		 		 		 		 	 ̈	 	Vested ACP Safe Harbor Contribution Account
						
		 		 		 		 	(3)	 	Conditions for Withdrawals Under Subparagraph (2). A Participant must satisfy the conditions selected below in order to make a withdrawal as selected in
subparagraph (2) above. (check all that apply)
							
		 		 		 		 		 	x	 	The Participant must have a 100% Vested Interest in the account
		 		 		 		 		 	 ̈	 	The Participant must have reached Age         
		 		 		 		 		 	x	 	The Participant must have been a Participant for at least 5 years
		 		 		 		 		 	x	 	The amount being distributed must have accumulated in the account for at least 2 years
		 		 		 		 		 	 ̈	 	Other                             
                                         
                                         
                                         
     
			
	15.8	 	x	 	Financial Hardship Distributions. A Participant < x who is still an Employee > can take a hardship
distribution from the Plan, subject to Section 5.16 of the Basic Plan and subject to the terms and conditions set forth in an administrative policy regarding financial hardship distributions.
		
	15.9	 	Definition of Spouse. For purposes of the Plan, a Spouse is the person to whom a Participant is legally married <
 ̈ throughout the one year period ending on the earlier of the Annuity Starting Date or the date of the Participant’s death >.
		
	15.10	 	QDRO Distributions. Benefits payable pursuant to a Qualified Domestic Relations Order are distributable as selected below.
			
		 	 ̈	 	Such benefits cannot be distributed until the affected Participant has reached the Earliest Retirement Age
		 	x	 	Such benefits can be distributed at any time (even if the affected Participant has not yet reached the Earliest Retirement Age)
		
	15.11	 	Required Minimum Distributions. In applying the required minimum distribution requirements set forth in Section 5.9 of the Basic Plan, the following provisions
will apply:
			
		 	(a)	 	Required Beginning Date. The Required Beginning Date for Participants who are not 5% owners is: (check one)
					
		 		 	 ̈	 	(1)	 	April 1st of the calendar year following the calendar year in which the Employee reaches Age
70 1/2
		 		 	x	 	(2) 	 	April 1st of the calendar year following the later of the calendar year in which the Employee reaches Age 70 1/2 or the calendar year in which the Employee retires
			
		 	(b)	 	Required Distributions After Death. If a Participant dies before distributions are required to begin and there is a Designated Beneficiary, Section 5.9 of the
Basic Plan requires that a Participant’s entire interest be distributed to the Designated Beneficiary by December 31st of the calendar year containing the 5th anniversary of the Participant’s death <
x but the Participant or Designated Beneficiary may elect the Life Expectancy method as described in Section 5.9 of the Basic Plan >.
			
		 	(c)	 	Effective Date. The required minimum distribution rules apply to distributions made on or after January 1, 2003 <
 ̈ and also to distributions made on or after
                                         
            (must be on or after January 1, 2002) >.
	
	 Section 16. x Loans,
Insurance and Directed Investments

			
	16.1	 	x	 	Loans to Participants. Subject to Section 7.1 of the Basic Plan and a written procedure established by the Employer, loans can be made to Participants from the
Plan <  ̈ beginning                             
(must be after the later of the Plan’s original effective date or the restatement date) >.
			
	16.2	 	 ̈	 	Purchase of Insurance. Subject to Section 7.2 of the Basic Plan, insurance Policies can be purchased on the life of a Participant at the direction of the
following: (check all that apply)
		 		 	 ̈	 	The Administrator
		 		 	 ̈	 	The Participant
			
	16.3	 	x	 	Directed Investment Accounts. Subject to Section 7.4 of the Basic Plan and a written procedure established by the Employer, Participants can direct the investment
of one or more of the their accounts maintained by the Plan <  ̈ beginning ____________________ (must be after the later of the Plan’s original effective date or the restatement date)
>.


  

					
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	 Section 17. Top Heavy Allocations

		
	17.1	 	Who Receives the Allocation. Subject to Section 3.14 of the Basic Plan, a Top Heavy Allocation will be made in each Top Heavy Plan Year to each Participant who is
employed on the last day of the Plan Year < x and is a Non-Key Employee >.
		
	17.2	 	Top Heavy Ratio. In determining the Top Heavy Ratio, the interest and mortality factors set forth in Section 1.191(d) of the Basic Plan will be used < x except as selected below (check all that apply) >
			
		 	x	 	 5  % interest will used prior to reaching Normal Retirement Age.
		 	x	 	 5  % interest will used after reaching Normal Retirement Age.
		 	 ̈	 	The
                                         
                            mortality table will be used after reaching Normal Retirement Age.
		
	17.3	 	Participation in Multiple Plans. An eligible Participant as described in Section 17.1 above who participates in this Plan and in one or more defined benefit plans
or in one or more other defined contribution Plans that are part of a Top Heavy Required Aggregation Group will receive the minimum Top Heavy benefit in the manner described in Section 3.14 of the Basic Plan.
	
	 Section 18. Testing Elections

		
	18.1	 	ADP Testing. The ADP Test will be determined as selected below. (check one)
			
		 	x	 	Current year testing
		 	 ̈	 	Prior year testing
		 	 ̈	 	Prior year testing for the first Plan Year and current year testing thereafter, subject to Section 1.7 of the Basic Plan
		
	18.2	 	ACP Testing. The ACP Test (if applicable) will be determined as selected below. (check one)
			
		 	x	 	Current year testing
		 	 ̈	 	Prior year testing
		 	 ̈	 	Prior year testing for the first Plan Year and current year testing thereafter, subject to Section 1.5 of the Basic Plan
		
	18.3	 	Hypothetical Entry Date for Otherwise Excludable Participants. For any Plan Year in which a determination of Otherwise Excludable Participants must be made, the
Hypothetical Entry Date related to any determination of an Otherwise Excludable Participant for purposes that include, but are not limited to, the ACP Test and/or the application of the general nondiscrimination test under Code §401(a)(4)
(including determining the amount of, and which Participants are subject to, the Minimum Aggregate Allocation Gateway or Minimum Allocation Gateway requirement) is: (check one)
			
		 	 ̈	 	The date that the Employee satisfies the maximum statutory age and service requirements under Code §410(a)(1)(A)
		 	x	 	The Employee’s maximum statutory entry date under Code §410(a)(4) after the Employee satisfies the maximum statutory age and service requirements under Code
§410(a)(1)(A)
			
		 	 ̈	 	The Employee’s Entry Date(s) under Section 3.3 for the component of the Plan for which the determination relates
			
	18.4	 	 ̈	 	Calendar Year Election. The calendar year election is being made for the purpose of determining who is a HCE.
			
	18.5	 	 ̈	 	Top Paid Group Election. The top paid group election is being made for the purpose of determining who is a HCE.
	
	 Section 19.  ̈ 401(k) SIMPLE
Provisions

			
	19.1	 	 ̈	 	Election of SIMPLE Provisions. The Sponsoring Employer elects to have the 401(k) SIMPLE Provisions described in Section 3.16 of the Basic Plan apply, and the
Employer will make the contribution selected in (a) or (b) below.
					
		 		 	(a)	 	 ̈	 	Matching Contributions. The Employer will make a Matching Contribution equal to each “eligible employee’s” Elective Deferral up to a limit of <  ̈ 3%v > <  ̈             % > of Compensation determined without regard to Code
§401(a)(17). If the percentage is less than 3%, the restrictions in Section 3.16(f) of the Basic Plan apply.
					
		 		 	(b)	 	 ̈	 	Non-Elective Contributions. The Employer will make a Non-Elective Contribution equal to 2% of the compensation of each “eligible employee” who makes at least
$                         (max. $5,000) of Compensation for the year.


  

					
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	19.2	 	 ̈	 	Revocation of SIMPLE Provisions. The Sponsoring Employer revokes the 401(k) SIMPLE Provisions previously elected, effective as of January 1 next following
the date this Section 19.2 is signed and dated below by the Sponsoring Employer.


																	
								
		 	By	 	  
	 	(on behalf of the Employer)	 		 		 	Dated	 	  



															
	
	 Section 20. Miscellaneous Provisions

		
	20.1	 	Limitation Year. In applying the limitations under Code §415, the Limitation Year will be:
			
		 	x	 	Plan Year
		 	 ̈	 	The Fiscal Year ending on or within the Plan Year
		 	 ̈	 	The calendar year ending on or within the Plan Year
		
	20.2	 	Failsafe Allocations.  ̈ For any Plan Year in which the Plan fails to satisfy the average benefit percentage test
of Code §410(b)(2) or the average benefits test of Regulation §1.401(a)(4), in accordance with Section 3.15 of the Basic Plan to the extent necessary to insure that the Plan satisfies one of the tests set forth in Code §410(b)(1)(A)
(in which the Plan initially fails to benefit at least 70% of Non-Highly Compensated Employees) or Code §410(b)(1)(B) (in which the Plan initially fails to benefit a percentage of Non-Highly Compensated Employees that is at least 70% of the
percentage of Highly Compensated Employees who benefit under the Plan), an additional Employer contribution may be made and allocated for certain Participants who are not Benefiting Participants for that Plan Year pursuant to the rankings
below.
			
		 	(a)	 	Participants eligible for the failsafe allocation will first be ranked by their (check one)
		 		 	 ̈	 	Hours of Service (or months of Service if Elapsed Time) beginning with the <  ̈ highest > <  ̈ lowest > number
		 		 	 ̈	 	Compensation beginning with the <  ̈ highest > <  ̈ lowest >
amount
				
		 	(b)	 	 ̈	 	Before an allocation is made, the Participants in (a) will be further ranked (check
one)


															
		 		 		 	 ̈	 	Beginning with those who are employed on the last day of Plan Year
		 		 		 	 ̈	 	Beginning with those who are credited with at least 1,000 hours of service (6 months of service if elapsed time)
		
	20.3	 	Multiple Defined Contribution Plans. If a Participant (a) is or was covered under two or more current or terminated plans sponsored by the same Employer (or
Employers in the same controlled or affiliated service group); or (b) is covered under either a welfare benefit fund as defined in Code §419(e), or an individual medical account as defined in Code §415(1)(2) under which amounts are treated
as Annual Additions with respect to any Participant in this Plan, Annual Additions will be adjusted as follows:
			
		 	x	 	As set forth in Article 6 of the Basic Plan so the Annual Additions under this Plan will be reduced first
		 	 ̈	 	As set forth in the Annual Addition Adjustment Addendum.
			
	20.4	 	x	 	Protected Benefits. The benefits set forth in the “Protected Benefits Addendum” are also permitted.
			
	20.5	 	 ̈	 	Domestic Partners. A Participant’s Domestic Partner is treated as a Spouse under the terms of Plan.
		
	20.6	 	Prototype Sponsor Information. The Prototype Sponsor certifies that it will inform the Sponsoring Employer of any amendments to the Plan or of the Prototype
Sponsor’s discontinuance or abandonment of the Plan. For more information about the Plan, a Sponsoring Employer may contact the Prototype Sponsor (or its authorized representative) at the following
address:


													
						
		 		 		 		  	    Prototype Sponsor	  	     Charles Schwab Trust Co.

					
		 		 		 		  	    Address     215 Fremont
Street                                        
                                         
                                         
                                         
                     


															
		
		 	    City       San
Francisco                   State       CA       ZIP Code
      94105                   Phone       (888)
444-4015                


															
		
	20.7	 	Reliance. The adopting Employer may rely on an opinion letter issued by the Internal Revenue Service as evidence that the plan is qualified under Code §401
only to the extent provided in Revenue Procedure 2005-16. The Employer may not rely on the opinion letter in certain other circumstances or with respect to certain qualification requirements that are specified in the opinion letter issued with
respect to the plan and in Revenue Procedure 2005-16. In order to have reliance in such circumstances or with respect to such qualification requirements, application for a determination letter must be made to Employee Plans Determinations of the
Internal Revenue Service. This Adoption Agreement may be used only in conjunction with Basic Plan #01. The appropriateness of the adoption of this Plan and the terms of the Adoption Agreement, its qualification with the IRS, and the tax and employee
benefit consequences are the responsibility of the Employer and its tax and legal advisors. Failure to properly complete this Adoption Agreement may result in disqualification of the Plan.


  

					
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 Section 21. Signature Provisions 

 
  
  

									
	21.1  	 	Signature of the Sponsoring Employer
				
		 	    By       /s/ Stephen Spradling          
                                         
      	 	  Date  	  	  10/26/09

		 	    Print Name	 	  

 Stephen Spradling                    
                                   
	 	  Title  	  	  
 Plan
Administrator


  

									
	21.2  	 	Signature of the Individual Trustees (the individual Trustees may sign here in lieu of executing the separate trust document)
					
		 	    Trustee #1	 	  
	 	   Date	  	  

		 	    Print Name	 	  
	 		  	
					
		 	    Trustee #2	 	  
	 	   Date	  	  

		 	    Print Name	 	  
	 		  	
					
		 	    Trustee #3	 	  
	 	   Date	  	  

		 	    Print Name	 	  
	 		  	
					
		 	    Trustee #4	 	  
	 	   Date	  	  

		 	    Print Name	 	  
	 		  	
					
		 	    Trustee #5	 	  
	 	   Date	  	  

		 	    Print Name	 	  
	 		  	
					
		 	    Trustee #6	 	  
	 	   Date  	  	  

		 	    Print Name	 	  
	 		  	
		
	21.3	 	Signature of the Corporate Trustee (the Corporate Trustee may sign here in lieu of executing the separate trust document)
				
		 	    By       /s/ William Dallas           
                                         
                               	 	   Date  	  	  11/2/09

		 	    Print Name	 	  

 William Dallas                     
                                         
           
	 	   Title	  	  
 Trust
Officer

		
	21.4	 	Signature of the Custodian (complete only if a custodian has been appointed)
				
		 	    By                       
                                         
                                     	 	   Date	  	  

		 	  
     Print Name
	 	  
	 	   Title	  	  
  



  

					
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 ADDITIONAL EMPLOYER ADDENDUM 

PLAN NAME       EnPro Industries, Inc. Retirement Savings Plan for Hourly
Employees                                       
          
 The following have adopted the Plan on behalf of their eligible Employees as
permitted under Section 1.5 of the Adoption Agreement: 
  

									
	 1.
	 	Name   	 	 Corrision Control Corp. (d/b/a Pikotek)

		 	EIN     01-0573945                  
                            	 	Adoption Date (or Re-Adoption Date)	 	 April 1, 2009

			
	 2.        
	 	Name	 	 Garlock Sealing Technologies LLC

		 	EIN     10-0002339                  
                            	 	Adoption Date (or Re-Adoption Date)	 	 April 1, 2009

			
	 3.
	 	Name	 	 Garlock Metallic Gaskets (GMG)

		 	EIN     10-0002340                  
                                	 	Adoption Date (or Re-Adoption Date)	 	 April 1, 2009

			
	 4.
	 	Name	 	 Garlock Rubber Technologies (GRT)

		 	EIN     10-0002341                  
                                	 	Adoption Date (or Re-Adoption Date)	 	 April 1, 2009

			
	 5.
	 	Name	 	 Garrison Litigation Management Group Ltd.

		 	EIN     25-1129178                  
                                	 	Adoption Date (or Re-Adoption Date)	 	 April 1, 2009

			
	 6.
	 	Name	 	 GGB LLC

		 	EIN     22-3661977                  
                                	 	Adoption Date (or Re-Adoption Date)	 	 April 1, 2009

			
	 7.
	 	Name	 	 Stemco

		 	EIN     65-1237730                  
                                	 	Adoption Date (or Re-Adoption Date)	 	 April 1, 2009

			
	 8.
	 	Name	 	 Faribanks Morse Engine (FME)

		 	EIN     13-1846375                  
                                	 	Adoption Date (or Re-Adoption Date)	 	 April 1, 2009

			
	 9.
	 	Name	 	 Helicoflex

		 	EIN     13-1846376                  
                                	 	Adoption Date (or Re-Adoption Date)	 	 April 1, 2009

			
	 10.
	 	Name	 	 Quincy Compressor

		 	EIN     13-1846378                  
                                	 	Adoption Date (or Re-Adoption Date)	 	 April 1, 2009


 SIGNATURE OF THE SPONSORING EMPLOYER

  

									
	
By     /s/Stephen Spradling              
                                         
                     
	 		 	Title	    	 Plan Administrator

	 Print Name
	    	 Stephen Spradling
	 		 	Date	    	 10/26/09



  

					
	PROTOTYPE 401(K) NON-STD.	  	PAGE 1 OF 1	  	IRS Serial No: M391053a









 PROTECTED BENEFITS ADDENDUM 

PLAN NAME      EnPro Industries, Inc, Retirement Savings Plan for Salaried
Employees                                       
                     
 The following
forms of distribution which are not accommodated in this Adoption Agreement are nevertheless permitted under this Plan. 
  

			
	1.	  	 In-service
withdrawals pursuant to Section 15.7 are limited to two (2) withdrawals per Plan Year.
  
  

 

		  	 
	2.	  	
Notwithstanding Section 1.26 of the Basic Plan document, in the absence of any other designation, the Participant will be deemed to have designated the
following Beneficiaries in the following order: (1) the Participant’s Spouse; and (2) the Participant’s estate.
  

 
  

		  	 
	3.	  	 Profit
sharing and Matching Contributions merged from the Air Perfection, Inc. 401(k) Plan and V.W. Kaiser Engineering, Inc. 401(k) Plan are 100% fully vested.
  

 
  

		  	 
	4.	  	
Notwithstanding Section 14.1, Normal Retirement Age for Employees of V.W. Kaiser Engineering, Inc. is 59 1/2.

 
  
  

		  	 
	5.	  	
Notwithstanding Section 15.7(b)(3), Employees of V.W. Kaiser Engineering, Inc. are not required to have a 100% Vested Interest in their Account in
order to withdraw all or any portion as an In-Service Distribution.
  
  

 

		  	
	6.	  	
            
             

            

		  	
	7.	  	
            
             

            

		  	
	8.	  	
            
             

            

		  	
	9.	  	
            
             

            

		  	
	10.  	  	
            
             

            


 SIGNATURE OF THE PLAN SPONSOR

  

									
		 	By    /s/
Stephen Spradling                                      
                            	  	Title    	 	Plan Administrator                          
                                
		 	Print Name    	 	Stephen Spradling                          
                            	  	Date    	 	10/26/09                            
                                         
     


  

					
	PROTOTYPE 401(K) NON-STD.	  	PAGE 1 OF 1	  	IRS Serial No: M391053a









 ADDITIONAL NON-SAFE HARBOR
MATCHING CONTRIBUTIONS 
 ADDENDUM #   2  

 Plan Name   EnPro Industries, Inc, Retirement Savings Plan for Hourly
Employees                                        
                                         
              
  

	1.1	Non-Safe Harbor Matching Contribution #  2  . In addition to the Non-Safe Harbor Matching Contributions made pursuant to
Section 6 of the Adoption Agreement, the Employer may make Non-Safe Harbor Matching Contribution #  2   to the Plan in accordance with this Addendum. These contributions are not intended to automatically
satisfy the ACP Test. 

  

	1.2.	Eligible Employees. Solely for purposes of Non-Safe Harbor Matching Contribution #  2  , all Employees of the Employers
indicated in paragraph (a) below are considered Eligible Employees unless otherwise indicated in paragraph (b) below, 

  

	 	(a)	Employees of the following Employers are eligible for Non-Safe Harbor Matching Contribution #  2   


 

					
		 	 1.
	 	  

		 	 2.
	 	  

		 	 3.
	 	  

		 	 4.
	 	  

		 	 5.
	 	  

		 	 6.
	 	  

		 	 7.
	 	  

		 	 8.
	 	  

		 	 9.
	 	  

		 	 10.
	 	  

		 	 11.
	 	  


  

									
		 	(b)	  	  x	 	Notwithstanding paragraph (a), the following classes of Employees of the Employers indicated in paragraph (a) are not eligible for Non-Safe Harbor
Matching Contribution #  2   : (check all that apply)
					
		 		  		 	x	 	Union Employees
					
		 		  		 	x	 	Non-Resident Alien Employee
					
		 		  		 	 ̈	 	“Merger and Acquisition” Employees (but only during the statutory exclusion period)
					
		 		  		 	 ̈	 	Highly Compensated Employees 1
					
		 		  		 	x	 	Leased Employees (not otherwise excluded by statute)
1

					
		 		  		 	 ̈	 	Employees of an Affiliated Employer that does not adopt this Plan 1
					
		 		  		 	 ̈	 	Key Employees <  ̈ but only those who are also Highly Compensated Employees > 1

					
		 		  		 	x	 	Employees who are paid primarily by salary
1

					
		 		  		 	 ̈	 	Employees who are paid primarily by the hour
1

					
		 		  		 	 ̈	 	Employees who are paid primarily by commissions
1

					
		 		  		 	x	 	 Other (cannot be age or service related) 1 (1) supplemental contract workers; and
(2) part-time and seasonal               
employees who work less than 1,000 hours per year.

		 		  		 		 	  

		 		  		 		 	  

		 		  		 		 	  

		 		  		 		 	  

		 		  		 		 	  


 1 Even if checked these employees are still included in determining if the Plan satisfies the requirements of
Code §410(b). 
  

	1.3	Minimum Age and Service Requirements. Solely for purposes of Non-Safe Harbor Matching Contribution #  2  , an Eligible Employee
(see Section 1.2 above) will be eligible to enter the Plan as a Participant on the applicable Entry Date upon satisfying the following age and/or service requirements: 


 

	 	(a)	Age Requirement     0     (max. 21 – enter zero if none) 


 

	 	(b)	Service Requirement (check one) 


							
				
		 	x	  	1)	 	None
				
		 	 ̈	  	2)	 	            -Year Period of Service (max. 2, but Vesting must be 100% if more than 1 year is
used)
				
		 	 ̈	  	3)	 	            -month Period of Service (max. 24, but Vesting must be 100% if more than 12 months are
used)
				
		 	 ̈	  	4)	 	            -week Period of Service (max. 104, but Vesting must be 100% if more than 52 weeks are
used)
				
		 	 ̈	  	5)	 	            -day Period of Service (max. 730, but Vesting must be 100% if more than 365 days are
used)


  

					
	Prototype 401(k) Non-Std.	  	Page 1 of 5	  	IRS Serial No: M391053a










	 	 ̈	6)                    Year(s) of Service (max. 2, but Vesting
must be 100% if more than 1 year is used) 

  

	 	 ̈	7)       1 Year of Service, or if earlier,              (max.
11) consecutive calendar months of employment 

  ̈ in which
the Employee is credited with at least              Hours of Service per month 
  

	 	 ̈	8)       1 Year of Service, or if earlier,              (max.
51) consecutive weeks of employment 

  ̈ in which the Employee
is credited with at least              Hours of Service per week 
  

	 	 ̈	9)       1 Year of Service, or if earlier,              (max.
364) consecutive days of employment 

  ̈ in which the Employee
is credited with at least              Hours of Service per day 
  

	1.4	Entry Dates. Solely for purposes of Employer contribution #   2   an Eligible Employee who has satisfied the age and
service requirements in Section 1.3 will enter the Plan as a Participant on the entry date selected below. 


Note: If Section 1.3(b)(7), (8) or (9) is checked, an Eligible Employee who is entering the Plan as a Participant after
satisfying the 1 Year of Service component of such service requirement will enter the Plan as a Participant on the earlier of (1) the first day of the Plan Year that occurs after the date he or she satisfies the 1 Year of Service requirement
(and any applicable age requirement) or (2) the date that occurs six months after the date he or she satisfies the 1 Year of Service requirement (and any applicable age requirement). The Entry Date(s) selected below will only apply to an
Eligible Employee who is entering the Plan as a Participant after satisfying the months, days or weeks component of such service requirement (and any applicable age requirement). 

 

	 	 ̈	Retroactive to the first day of the Plan Year in which the requirements are satisfied. 


 

	 	 ̈	 The first day of the Plan Year coincident with or following the date the requirements are satisfied. 1
 


  

	 	 ̈	The first day of the Plan Year nearest the date the requirements are satisfied. 


 

	 	 ̈	 The last day of the Plan Year coincident with or following the date the requirements are satisfied. 1
 


  

	 	 ̈	The last day of the Plan Year nearest the date the requirements are satisfied. 


 

	 	 ̈	The first day of the month coincident with or following the date the requirements are satisfied. 


 

	 	 ̈	The first day of the payroll period coincident with or following the date the requirements are satisfied. 


 

	 	x	The same day the requirements are satisfied. 

  

	 	 ̈	 The first day of the
1st or 7th month coincident with or following the date the requirements are
satisfied. 


  

	 	 ̈	 The last day of the
6th or 12th month coincident with or following the date the requirements are
satisfied. 


  

	 	 ̈	 The first day of the
1st, 4th, 7th or 10th month coincident with or following the date the requirements are satisfied. 



 

	 	 ̈	 The last day of the
3rd, 6th, 9th or 12th month coincident with or following the date the requirements are satisfied. 



 

	 	1 	 This option cannot be checked if the age requirement in 1.3(a) is 21 and/or if one of the
following service requirements is checked: 1.3(b)(2); 1.3(b)(3) and the number of months is more than 6; 1.3(b)(4) and the number of weeks selected is more than 26; 1.3(b)(5) and the number of days is more than 182; or 1.3(b)(6).



  

	1.5	Contribution Formula. Non-Safe Harbor Matching Contribution #   2   made pursuant to the terms of this Addendum will be
determined in accordance with the formula selected below. 

  

					
	 (a)
	 	 ̈	 	Totally Discretionary Formula (Non-Tiered). Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer’s Non-Safe Harbor Matching
Contribution for any Allocation Period is totally discretionary.
			
	 (b)
	 	 ̈	 	Discretionary Formula (Tiered or Non-Tiered) With Fixed Maximum. Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer may make a
Non-Safe Harbor Matching Contribution for any Allocation Period equal to a discretionary percentage of each Benefiting Participant’s Elective Deferrals, not to exceed the following amount for any Allocation Period on behalf of any Benefiting
Participant:

  ̈
            % (max. 100%) of a Benefiting Participant’s Elective Deferrals 
  ̈             % of a Benefiting Participant’s Compensation (this % cannot exceed
the minimum deferral % in 4.4(a)) 
  ̈
$                         for a Benefiting Participant 

 ̈ The lesser of
            % of a Benefiting Participant’s Compensation or
$                             

 ̈             %
(max. 100%) of a Participant Elective Deferrals that do not exceed             % of his or her Compensation 

 

					
	 (c)
	 	 ̈	 	Mandatory Non-Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution equal to
            % (max. 100%) of each Benefiting Participant’s Elective Deferrals  ̈ not to exceed the following for an
Allocation Period:

  ̈ Elective Deferrals in excess of
            % of each Benefiting Participant’s Compensation 
  ̈ $             for each Benefiting Participant 

 ̈ The lesser of Elective Deferrals in excess of
            % of each Benefiting Participant’s Compensation or
$                     

  

					
	Prototype 40 1(k) Non-Std.	  	Page 2 of 5	  	IRS Serial No: M391053a









 
									
	(d)  	 	x  	  	Mandatory Tiered Formula.    The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the
amount determined by the tiered formula below. (check each tier that applies, but note that the rate of Non-Safe Harbor Matching Contributions cannot increase as Elective Deferrals increase)
					
		 		  	 ̈	  	1st tier	  	            % of Elective Deferrals that do not exceed
            % of Compensation
					
		 		  	 ̈	  	2nd tier	  	            % of Elective Deferrals that exceed
            % but not             % of Compensation
					
		 		  	 ̈	  	3rd tier	  	            % of Elective Deferrals that exceed
            % but not             % of Compensation
					
		 		  	 ̈	  	4th tier	  	            % of Elective Deferrals that exceed
            % but not             % of Compensation
					
		 		  	 ̈	  	5th tier	  	            % of Elective Deferrals that exceed
            % but not             % of Compensation
					
		 		  	 ̈	  	6th tier	  	            % of Elective Deferrals that exceed
            % but not             % of Compensation
					
		 		  	 ̈	  	7th tier	  	            % of Elective Deferrals that exceed
            % but not             % of Compensation
					
		 		  	 ̈	  	8th tier	  	            % of Elective Deferrals that exceed
            % but not             % of Compensation
					
		 		  	 ̈	  	9th tier	  	            % of Elective Deferrals that exceed
            % but not             % of Compensation
					
		 		  	 ̈	  	10th tier	  	            % of Elective Deferrals that exceed
            % but not             % of Compensation
			
	(e)	 	 ̈	  	Mandatory Years/Periods of Service Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the Matching
percentage indicated below of each Benefiting Participant’s Elective Deferrals based on the Benefiting Participant’s <  ̈ 1-Year Periods of Service > <  ̈ Years of Service, and a Year of Service for purposes of this Section is a Plan Year in which a Participant is credited with
               (max. 1,000) Hours of Service >, subject to any limitations indicated below. (check each tier that
applies)


  

									
		 		  	Years/Periods of Service	  		  	Matching %
					
		 		  	                  to        
          	  		  	               %    <  ̈
up to $                     > <  ̈ up to
              % of Compensation >
					
		 		  	                  to        
          	  		  	               %    <  ̈
up to $                     > <  ̈ up to
              % of Compensation >
					
		 		  	                  to        
          	  		  	               %    <  ̈
up to $                     > <  ̈ up to
              % of Compensation >
					
		 		  	                  to        
          	  		  	               %    <  ̈
up to $                     > <  ̈ up to
              % of Compensation >
					
		 		  	                  to        
          	  		  	               %    <  ̈
up to $                     > <  ̈ up to
              % of Compensation >


  

									
	1.6  	 		  	Allocation Requirements. Any Employee who has entered the Plan as a Participant for purposes of Non-Safe Harbor Matching Contribution
#   2   and who makes an Elective Deferral during an Allocation Period <  ̈ and who is an NHCE for that Allocation Period > will be a Benefiting
Participant for that Allocation Period for purposes of Non-Safe Harbor Matching Contribution #   2   as indicated below <  ̈ provided the Participant is
still an Eligible Employee under Section 1.2(b) on the last day of the Allocation Period (or earlier Termination of Employment) >.
				
		 		  	(a)	  	Participants who are still Employees on the last day of the Allocation Period (check one)
					
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
					
		 		  		  	 ̈	  	Must be credited with                (max. 1,000) Hours of Service in the Allocation
Period
					
		 		  		  	 ̈	  	Must be credited with a                (max. 6) month Period of Service in the Allocation
Period
					
		 		  		  	 ̈	  	Must be credited with                (max. 6) consecutive calendar months of employment in the
Allocation Period
					
		 		  		  	 ̈	  	Must be credited with                (max. 182) consecutive days of employment in the
Allocation Period
				
		 		  	(b)	  	Participants who Terminate Employment before the last day of the Allocation Period because of retirement on or after Normal Retirement Age <  ̈ or Early Retirement Age >, or because of death or Disability (check one)
					
		 		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
					
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
					
		 		  		  	 ̈	  	Must be credited with                (max. 1,000) Hours of Service in the Allocation
Period
					
		 		  		  	 ̈	  	Must be credited with a                (max. 6) month Period of Service in the Allocation
Period
					
		 		  		  	 ̈	  	Must be credited with                (max. 6) consecutive calendar months of employment in the
Allocation Period
					
		 		  		  	 ̈	  	Must be credited with                (max. 182) consecutive days of employment in the Allocation
Period  
				
		 		  	(c)	  	Participants who Terminate Employment before the last day of the Allocation Period for any other reason (check one)
					
		 		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
					
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
					
		 		  		  	 ̈	  	Must be credited with                (max. 1,000) Hours of Service in the Allocation
Period



  

					
	Prototype 401(k) Non-Std.	  	Page 3 of 5	  	IRS Serial No: M391053a










											
					
		 		  		 	 ̈  Must be credited with a
            (max. 6) month Period of Service in the Allocation Period  

 ̈  Must be credited with
            (max. 6) consecutive calendar months of employment in the Allocation Period
  

 ̈  Must be credited with
            (max. 182) consecutive days of employment in the Allocation Period 
	  	
					
	1.7	 		  	 ̈	 	Catch-Up Contributions. Catch-Up Contributions will be matched under the formula selected in Section 1.5 <
 ̈ but any limitations selected in such formula will be ignored >.	  	
					
	1.8	 		  	x	 	Voluntary Employee Contributions. Voluntary Employee Contribution will be matched under the formula selected in Section 1.5 <  ̈ but any limitations selected in such formula will be ignored >.	  	
				
	1.9	 		  	Vesting. A Participant’s Vested Interest in any Non-Safe Harbor Matching Contribution #   2   which is allocated to his or
her Participant’s Account under this Addendum will be determined by the provisions selected below.	  	
					
		 		  	(a)	 	The Vesting schedule in a non-Top Heavy Plan Year is: (check one)	  	
						
		 		  		 	x	  	100% full and immediate	  	
						
		 		  		 	 ̈	  	The schedule set forth below	  	
						
		 		  		 		  	 1 Year / Period of Service
                       %
  

2 Years / Periods of Service
                    % (must be at least 20% unless 100% Vesting occurs after 3 years)

 
 3 Years / Periods of Service
                    % (must be at least 40%)
  

4 Years / Periods of Service
                    % (must be at least 60%)
  

5 Years / Periods of Service
                    % (must be at least 80%)
  

6 Years / Periods of Service
                    % (must be 100%)
	  	
					
		 		  	(b)	 	The Vesting schedule in a Top Heavy Plan Year is: (check one)	  	
						
		 		  		 	x	  	100% full and immediate	  	
						
		 		  		 	 ̈	  	The schedule set forth below	  	
						
		 		  		 		  	 1 Year / Period of Service
                       %
  

2 Years / Periods of Service
                    % (must be at least 20% unless 100% Vesting occurs after 3 years)

 
 3 Years / Periods of Service
                    % (must be at least 40%)
  

4 Years / Periods of Service
                    % (must be at least 60%)
  

5 Years / Periods of Service
                    % (must be at least 80%)
  

6 Years / Periods of Service
                    % (must be 100%)
	  	
						
		 		  	(c)	 	 ̈	  	Vesting Schedule for Pre-EGTRRA Contributions. Notwithstanding paragraph (a) above, a Participant’s Vested Interest in Non-Safe Harbor Matching Contributions
which were made to the Plan prior to January 1, 2001 will be determined in accordance with the Vesting schedule in effect when such contributions were made to the Plan.	  	
						
		 		  	(d)	 	 ̈	  	Service Excluded for Vesting. All Service with the Employer is counted in determining a Participant’s Vested Interest in the Non-Safe Harbor Non-Elective
Contribution Account except the following: (check all that apply)	  	
						
		 		  		 		  	  ̈  Service before age 18

 
  ̈  Service before the
Employer maintained this Plan or a predecessor plan
  
  ̈  Service during a period for which the Employee made no mandatory contributions to the Plan
	  	
				
	1.10	 		  	Allocation of Forfeitures. Forfeitures of Non-Safe Harbor Matching Contribution #   2   which are not used to pay
administrative expenses as permitted under Section 3.4 of the Basic Plan will be allocated (or used) as selected below.	  	
					
		 		  	(a)	 	Forfeitures attributable to Non-Safe Harbor Matching Contributions will be: (check one)	  	
						
		 		  		 	 ̈	  	1) Used to reduce Employer contributions as described in Section 3.13(b)(2) of the Basic Plan	  	
						
		 		  		 	 ̈	  	2) Added to Employer contributions as described in Section 3.13(b)(2) of the Basic Plan	  	
						
		 		  		 	 ̈	  	3) Allocated to Benefiting Participants in the manner selected in paragraphs (b), (c) and (d) below	  	
						
		 		  	(b)	 	 ̈	  	Method of Allocation. Forfeitures allocated under (a)(3) will be allocated to each Benefiting Participant as follows:	  	
						
		 		  		 		  	  ̈  Pro-rata based on his or her Compensation for the Plan Year

 
  ̈  Pro-rata based on his or
her Elective Deferrals for the Plan Year
  

 ̈  Pro-rata based on his or her Non-Safe Harbor Matching Contributions for the Plan
Year
  
  ̈  Pro-rata
based on his or her Non-Safe Harbor Matching Contribution Account balance
	  	


  

					
	Prototype 401(k) Non-Std.	  	Page 4 of 5	  	IRS Serial No:  M391053a










									
		  	(c)	  	 ̈	  	Participants Eligible to Be Benefiting Participants. The following are eligible to be Benefiting Participants for an Allocation Period with respect to Forfeitures
allocated under paragraph (a)(3) above:
					
		  		  		  	 ̈	  	Those who are Participants for Elective Deferral purposes
					
		  		  		  	 ̈	  	Those who are Participants for Non-Safe Harbor Matching Contribution purposes
					
		  		  		  	 ̈	  	Those who are Participants for Non-Safe Harbor Non-Elective Contribution purposes
				
		  	(d)	  	 ̈	  	Benefiting Participants. Any Participant selected in paragraph (c) <  ̈ who is a NHCE for the Allocation
Period > will be a Benefiting Participant for purposes of the allocations under paragraph (a)(3) above, provided the Participant also satisfies the applicable requirements in Section 1.6 of this Addendum.
		
	1.12	  	Definition of Compensation. A Participant’s Compensation for purposes of Non-Safe Harbor Matching Contribution
#             will be determined as indicated below.
			
		  	(a)	  	Compensation is defined as: (check one) 
				
		  		  	 ̈	  	Form W-2 Compensation
				
		  		  	 ̈	  	Code §3401 Compensation
				
		  		  	 ̈	  	Safe Harbor Code §415 Compensation
			
		  	(b)	  	Elective contributions under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and §414(h)(2) will: (check one)

				
		  		  	 ̈	  	Be included as Compensation
				
		  		  	 ̈	  	Not be included as Compensation
			
		  	(c)	  	The Compensation measuring period is the: (check one) 
				
		  		  	 ̈	  	Plan Year
				
		  		  	 ̈	  	Fiscal Year ending on or within the Plan Year
				
		  		  	 ̈	  	Calendar year ending on or within the Plan Year
				
		  	(d)	  	x	  	The following categories of remuneration will not be counted as Compensation: (check all that apply)
					
		  		  		  	 ̈	  	1) Compensation received prior to becoming a Participant
					
		  		  		  	 ̈	  	2) Compensation received while an ineligible Employee under Section 1.2 of this Addendum
					
		  		  		  	 ̈	  	3) All items in Regulation §1.414(s)-1(c)(3) (i.e., expense allowances, fringe benefit, moving expenses, etc.)
					
		  		  		  	 ̈	  	4) Post-Severance Compensation 1
					
		  		  		  	 ̈	  	5) Deemed 125 Compensation 1
					
		  		  		  	 ̈	  	6) Bonuses 1
					
		  		  		  	 ̈	  	7) Overtime 1
					
		  		  		  	 ̈	  	8) Commissions 1
					
		  		  		  	x	  	9) Other (describe) 1     Special pay or benefits; stock option exercise; restricted stock grants;
preferred
		  		  		  		  	 stock grants; performance share grants; long term incentive cash payments; education and
tuition; auto allowance; taxable moving items; signing bonuses; retention bonuses; severance earnings; and reimbursements for gym memberships

					
		  		  		  		  	  

				
		  		  		  	 1    If checked, the Plan’s definition of compensation may fail to satisfy the safe
harbor requirements unless such compensation is excluded only with respect to Highly Compensated Employees under paragraph (e) below.

				
		  	(e)	  	 ̈	  	The amounts excluded under (d)(4) – (9) will only be excluded with respect to: (check all that apply) 
					
		  		  		  	 ̈	  	Highly Compensated Employees
					
		  		  		  	 ̈	  	Other (cannot be a class that only includes
NHCEs)                                        
                                         
                         
					
		  		  		  		  	  


 SIGNATURE OF THE PLAN SPONSOR

  

											
	 By
	 	 /s/ Stephen Spradling
	 		 	Title	 	 Plan Administrator

	 Print Name
	 	 Stephen Spradling
	 		 	Date	 	 10/26/09



  

					
	Prototype 401(k) Non-Std.	  	Page 5 of 5	  	IRS Serial No:  M391053a









 POST-EGTRRA “GOOD FAITH”
AMENDMENT 
 ELECTION FORM 

 

			
	Plan Name	  	   EnPro Industries, Inc, Retirement Savings Plan for Hourly
Employees


 All references to the “Amendment” are to the Post-EGTRRA “Good Faith” Amendment, This Amendment is
a “good faith” amendment, is not part of the pre-approved EGTRR4 document, and has not been reviewed by the IRS for compliance with various post-EGTRRA statutory and Regulatory changes. However, pursuant to the provisions of Revenue
Procedure 2007- 44, this Amendment does not affect the status of reliance upon the Plan. 
 Section 1. Post-EGTRRA Provisions
Effective 2006 And Earlier 
  
  

							
	1.1	  	 ̈	  	Revised Definition of Financial Hardship. Section 1.5 of the Amendment regarding hardship distributions to a Participant’s Primary Beneficiary is
adopted effective                             .
			
	1.2	  	 ̈	  	Distributions to a Qualified Reservist. Section 1.6 of the Amendment regarding distributions to a Qualified Reservist is adopted effective
                            .
			
	1.3	  	 ̈	  	Hurricane Provisions. Section 1.7 of the Amendment regarding distributions made from the Plan on account of Hurricanes Katrina, Rita, or Wilma is adopted,
subject to the following elections: (check any that apply)
				
		  		  	 ̈	  	The special financial hardship distribution provision in Section 1.7(c) of the Amendment applies
		  		  	 ̈	  	The Participant loan provision in Section 1.7(d) of the Amendment applies
		  		  	 ̈	  	The re-contribution of Qualified Hurricane Distributions provision in Section 1.7(e) of the Amendment applies
		  		  	 ̈	  	The re-contribution of Qualified Distributions provision in Section 1.7(f) of the Amendment applies
			
	1.4	  	 ̈	  	Revocation of Prior Amendment On Account Of Heinz. Section 1.8 of the Amendment regarding the revocation of an Original Amendment on account of the Heinz
decision is adopted effective                             . The Original Amendment is hereby revoked
retroactively with respect to: (check one)
				
		  		  	 ̈	  	All accrued benefits, which are allocations that were accrued as of the Applicable Amendment Date and allocations that were accrued after the Applicable Amendment
Date.
		  		  	 ̈	  	Only accrued benefits as of the Applicable Amendment Date, which are allocations that were accrued as of the Applicable Amendment Date. Allocations accrued after the Applicable
Amendment Date will continue to be subject to the restrictions on the form or timing of distributions as set forth in the Original Amendment.
			
	1.5	  	 ̈	  	Exclusion of 403(b) Participants. Section 1.9 of the Amendment regarding the exclusion from the Plan of certain Employees who participate in a 403(b) plan
sponsored by the tax-exempt Employer is adopted.

 Section 2. Post-EGTRRA Provisions Effective 2007 

 
  

							
	2.1	  	Code §415 Limitations under the Final §415 Regulations. 
			
		  	(a)	  	Code §415(c)(3) Compensation for Top Heavy Allocation Purposes and Key Employee Determinations. Pursuant to Section 2.5(c)(2) of the Amendment, an
Employee’s Code §415(c)(3) Compensation which is used to determine any Top Heavy Minimum Allocations and whether an Employee is also a Key Employee is: (check one)
		  		  	x	  	Form W-2 Compensation
		  		  	 ̈	  	Code §3401 Compensation
		  		  	 ̈	  	Safe Harbor Code §415 Compensation
		  		  	 ̈	  	Statutory Code §415 Compensation


  

					
	Post-EGTRRA Election Form	  	Page 1	  	July 2008










							
		  	(b)	  	Code 1415(c)(3) Compensation for Code §415 Limitation Determinations. Pursuant to Section 2.5(c)(2) of the Amendment, an Employee’s Code
§415(c)(3) Compensation used to determine the Employees Annual Addition limitation under Article 6 of the Basic Plan is based on the selection below.
		  		  	x	  	Form W-2 Compensation
		  		  	 ̈	  	Code §3401 Compensation
		  		  	 ̈	  	Safe Harbor Code §415 Compensation
		  		  	 ̈	  	Statutory Code §415 Compensation
			
		  	(c)	  	Code §415(c)(3) Compensation for Highly Compensated Employee Determinations and Other Statutory Purposes. Pursuant to Section 2.5(c)(2) of the
Amendment, an Employee’s Code §415(c)(3) Compensation used to determine whether the Employee is also a Highly Compensated Employee, and for other statutory purposes that do not appear elsewhere in this Adoption Agreement, is based on the
selection below.
		  		  	x	  	Form W-2 Compensation
		  		  	 ̈	  	Code §3401 Compensation
		  		  	 ̈	  	Safe Harbor Code §415 Compensation
		  		  	 ̈	  	Statutory Code §415 Compensation
				
		  	(d)	  	 ̈	  	Compensation Earned in Limitation Year but Paid in Next Limitation Year. Section 2.5(c)(2)(E) of the Amendment defines Code §415(c)(3) Compensation for a Limitation
Year to include any amounts earned during that Limitation Year but not paid until the next Limitation Year.
			
		  	(e)	  	Post-Severance Compensation. For all Plan purposes, Section 2.5(c)(6) of the Amendment defines Post-Severance Compensation as including regular pay after
Termination of Employment during the tirneframe permitted by the Regulations, plus any/all of the items selected below: (check all that apply)
		  		  	 ̈	  	Leave cash-outs and deferred compensation under Section 2.5(c)(6)(B) of the Amendment
		  		  	 ̈	  	Imputed compensation when the Participant becomes disabled under Section 2.5(c)(6)(C) of the Amendment
		  		  	 ̈	  	Continuation of compensation while in qualified military service under Section 2.5(c)(6)(D) of the Amendment
			
	2.2	  	 ̈	  	Vesting of Non-Safe Harbor Non-Elective Contributions. Pursuant to Section 2.6 of the Amendment and PPA §904, the Vesting Schedule that applies to
Non-Safe Harbor Non-Elective Contribution Accounts is effective as of the first day of the first Plan Year beginning after December 31, 2006, subject to the following elections:
			
		  	(a)	  	Participants to Whom the Post-2006 Vesting Schedule Relates. Under Section 2.6(a) of the Amendment, the Post-2006 Vesting Schedule applies to the Non-Safe
Harbor Non-Elective Contribution Account of:
				
		  		  	 ̈	  	Any Participant who completes an Hour of Service in any Plan Year beginning after December 31, 2006.
		  		  	 ̈	  	Any Participant (regardless of whether he or she has Terminated Employment) who has a Non-Safe Harbor Non-Elective Contribution Account balance in any Plan Year beginning after
December 31, 2006 and whose Non-Safe Harbor Non-Elective Contribution Account has not become subject to the Forfeiture provisions of the Plan prior to the first day of the first Plan Year beginning after December 31, 2006.
			
		  	(b)	  	Account Balances to Which the Post-2006 Vesting Schedule Relates. Under Section 2.6(b) of the Amendment, the Post-2006 Vesting Schedule applies
to:
				
		  		  	 ̈	  	The entire Non-Safe Harbor Non-Elective Contribution Account.
		  		  	 ̈	  	The portion of the Non-Safe Harbor Non-Elective Contribution Account to which is allocated Non-Safe Harbor Non-Elective Contributions, Forfeitures, and earnings for Plan Years
beginning after December 31, 2006 (and subsequent earnings attributable to such allocations). The portion of the Non-Safe Harbor Non-Elective Contribution Account to which was allocated Non-Safe Harbor Non-Elective Contributions, Forfeitures,
and earnings for Plan Years beginning prior to January 1, 2007 (and subsequent earnings attributable to such allocations) will remain subject to the Pre-2007 Vesting Schedule, without regard to this Section or the Vesting schedule enumerated in
the current Plan document that applies to Non-Safe Harbor Non-Elective Contribution Accounts.


  

					
	Post-EGTRRA Election Form	  	Page 2	  	July 2008










													
		  	(c)	  	Pre-2007 Vesting Schedule. Under Section 2.6(f)(3) of the Amendment, the Pre-2007 Vesting Schedule was:
		  		  	 ̈	  	7 Year Graded
		  		  	 ̈	  	5 Year Cliff
		  		  	 ̈	  	The schedule set forth below

  

									
		  		  		  	 1 Year / Period of Service
	 	            %
		  		  		  	 2 Years / Periods of Service
	 	            %
		  		  		  	 3 Years / Periods of Service
	 	            % (must be at least 20% unless 100% Vesting occurs at 5 years)
		  		  		  	 4 Years / Periods of Service
	 	            % (must be at least 40% unless 100% Vesting occurs at 5 years)
		  		  		  	 5 Years / Periods of Service
	 	            % (must be at least 60%)
		  		  		  	 6 Years / Periods of Service
	 	            % (must be at least 80%)
		  		  		  	 7 Years / Periods of Service
	 	            % (must be 100%)


													
			
	2.3	  	x	  	Rollovers by a Non-Spouse Beneficiary. Section 2.9 of the Amendment regarding rollovers by a Non-Spouse Designated Beneficiary is adopted
effective     Jan 1, 2010    .
			
	2.4	  	 ̈	  	Money Purchase or Target Benefit Plan In-Service Distributions. Section 2.10 of the Amendment regarding in-service distributions from a money purchase or
target benefit plan is adopted effective                             . A Participant who has reached
Age              (cannot be earlier than Age 62) and who has not yet Terminated Employment may elect to receive a distribution of his or her Vested Account
Balance.
			
	2.5	  	 ̈	  	QDIA. If the Plan has an Eligible Automatic Contribution Arrangement as described in Code §414(w)(3), then Section 2.11 of the Amendment regarding QDIAs
is adopted effective as of the effective date of the Eligible Automatic Contribution Arrangement (unless an earlier effective date is indicated in the next sentence). Otherwise, Section 2.11 of the Amendment regarding QDIAs is adopted effective
                            .
			
	2.6	  	 ̈	  	Modification of Normal Retirement Age. Section 2.12 of the Amendment regarding the definition of Normal Retirement Age is adopted effective
                            , subject to the following provisions:
				
		  		  	(a)	  	Normal Retirement Age Amended in Plan or this Amendment. Under Section 2.12(a) of the Amendment, the definition of Normal Retirement Age is amended as of the
effective date above to be:
		  		  		  	 ̈	  	The definition selected in the Adoption Agreement.
		  		  		  	 ̈	  	Age              (max. 65)
						
		  		  		  		  	 ̈	  	Or the              (maximum. 5th) anniversary of becoming a Participant in the Plan, if
later.
		  		  		  		  	 ̈	  	Or the date the Participant is credited with at least              Years of Service/Periods of
Service, if later, but in no event later than the later of Age 65 or the 5th anniversary of becoming a Participant.
		  		  		  		  	 ̈	  	Or
                            , but in no event later than the later of Age 65 or the 5th anniversary of
becoming a Participant in the Plan.
					
		  		  	(b)	  	 ̈	  	Plan Provisions for Code §411(a)(10) and/or Code §411(d)(6) Compliance. Under Section 2.12(c) of the
		  		  		  	Amendment, the Plan is amended by the following additional provisions:
                                         
                       
		  		  		  	                           
                                         
                                         
                                         
                              .

 Section 3. Post-EGTRRA Provisions Effective 2008 

 
  

													
			
	3.1	  	x	  	Elimination of Gap Period Income for Excess Contributions. Section 3.1 of the Amendment regarding the elimination of gap period income for Excess
Contributions is adopted effective     Jan 1, 2008    .
			
	3.2	  	x	  	Elimination of Gap Period Income for Excess Aggregate Contributions. Section 3.2 of the Amendment regarding the elimination of gap period income for Excess
Aggregate Contributions is adopted by the Plan effective     Jan 1, 2008    .


  

					
	Post-EGTRRA Election Form	  	Page 3	  	July 2008










													
	3.3	  	 ̈	  	Qualified Automatic Contribution Arrangement. Section 3.3 of the Amendment regarding a Qualified Automatic Contribution Arrangement is adopted effective
                            , subject to the following:
				
		  		  	(a)	  	QACA Contribution Requirement. Pursuant to Section 3.3(a) of the Amendment, the Employer will make the following QACA Contribution to the following
Participants: (check one)
					
		  		  		  	 ̈	  	QACA Non-Elective Contribution. The Employer will make a QACA Non-Elective Contribution equal to 3% (or such higher percentage as may be elected by the Employer
by resolution) of Compensation for the Plan Year. Such QACA Non-Elective Contribution will be made on behalf of: (check one)
						
		  		  		  		  	 ̈	  	Any Participant in the Elective Deferral component of the Plan who is a NHCE, regardless of whether he or she makes Elective Deferrals or Voluntary Employee
Contributions.
		  		  		  		  	 ̈	  	Any Participant in the Elective Deferral component of the Plan, regardless of whether such Participant makes Elective Deferrals or Voluntary Employee
Contributions.
		  		  		  		  	 ̈	  	The following Participants	  	  

		  		  		  		  		  	(Any Participant in the Elective Deferral component of the Plan who is a NHCE must be included regardless of whether he or she makes Elective Deferrals or Voluntary
Employee Contributions)
					
		  		  		  	 ̈	  	QACA “Basic” Matching Contributions. The Employer will make a QACA Matching Contribution equal to the sum of (1) 100% of the Participant’s
Elective Deferrals that do not exceed 1% of Compensation for the Allocation Period, plus (2) 50% of the Participant’s Elective Deferrals that exceed 1% of Compensation for the Allocation Period but do not exceed 6% percent of Compensation
for the Allocation Period. Such QACA Matching Contribution will be made on behalf of: (check one)
						
		  		  		  		  	 ̈	  	Any Participant in the Elective Deferral component of the Plan who is a NHCE and on whose behalf Elective Deferrals are made to the Plan.
		  		  		  		  	 ̈	  	Any Participant in the Elective Deferral component of the Plan and on whose behalf Elective Deferrals are made to the Plan.
		  		  		  		  	 ̈	  	The following Participants	  	  

		  		  		  		  		  	(Any Participant in the Elective Deferral component of the Plan who is a NHCE must be included regardless of whether he or she makes Elective Deferrals or Voluntary
Employee Contributions)
					
		  		  		  	 ̈	  	QACA “Enhanced” Matching Contributions. The Employer will make a QACA Matching Contribution equal to (1) 100% of the Participant’s Elective
Deferrals that do not exceed             % (must be at least 1% but not greater than 6%) of Compensation for the Allocation Period; plus, if applicable,
(2)             % of Elective Deferrals that exceed             % (must be at least 1% but not greater than
6%) of Compensation but do not exceed             % (must be greater than 1% but not greater than 6%) of Compensation for the Allocation Period; plus, if applicable,
(3)             % of Elective Deferrals that exceed             % (must be greater than 1% but not greater
than 6%) of Compensation but do not exceed             % (must be greater than 1% but not greater than 6%) of Compensation for the Allocation Period.
					
		  		  		  		  	Note: If applicable, the first blank in (2) and the. first blank in (3) must be completed so that, at any rate of elective deferrals, the QACA
“Enhanced” Matching Contribution is at least equal to the Matching Contribution receivable if the Employer was making the QACA “Basic” Matching Contributions, but the rate of Matching Contributions cannot increase as Elective
Deferrals increase.
					
		  		  		  		  	Such QACA Matching Contribution will be made on behalf of:
						
		  		  		  		  	 ̈	  	Any Participant in the Elective Deferral component of the Plan who is a NHCE and on whose behalf Elective Deferrals are made to the Plan.
		  		  		  		  	 ̈	  	Any Participant in the Elective Deferral component of the Plan and on whose behalf Elective Deferrals are made to the Plan.
		  		  		  		  	 ̈	  	The following Participants	  	  

		  		  		  		  		  	(Any Participant in the Elective Deferral component of the Plan who is a NHCE must be included regardless of whether he or she makes Elective Deferrals or Voluntary
Employee Contributions)


  

					
	Post-EGTRRA Election Form	  	Page 4	  	July 2008










													
		  	(b)	  	Plan to Which QACA Contribution Will Be Made. Pursuant to Section 3.3(a)(2) of the Amendment, the QACA Contribution will be made to: (check
one)
					
		  		  		  	 ̈	  	This Plan
		  		  		  	 ̈	  	The following plan, so long as that other plan meets the requirements of Code §401(k)(12)(F) and the Regulations thereunder
                                         
                                         
                                         
                                         
    
			
		  	(c)	  	Compensation for QACA Contribution Purposes. Pursuant to Section 3.3(a)(5) of the Amendment, a Participant’s Compensation for QACA Contribution purposes
is determined by the provisions selected below:
				
		  		  	(1)	  	Compensation is defined as: (check one)
					
		  		  		  	 ̈	  	Form W-2 Compensation
		  		  		  	 ̈	  	Code §3401 Compensation
		  		  		  	 ̈	  	Safe Harbor Code §415 Compensation
				
		  		  	(2)	  	Elective contributions under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and §414(h)(2) will: (check
one)
					
		  		  		  	 ̈	  	Be included as Compensation
		  		  		  	 ̈	  	Not be included as Compensation
				
		  		  	(3)	  	The Compensation measuring period is the: (check one)
					
		  		  		  	 ̈	  	Plan Year
		  		  		  	 ̈	  	Fiscal Year ending on or within the Plan Year
		  		  		  	 ̈	  	Calendar year ending on or within the Plan Year
					
		  		  	(4)	  	 ̈	  	The following categories will not be counted as Compensation: (check all that apply)
		  		  		  		  	 ̈	  	A)	  	Compensation received prior to becoming a Participant
		  		  		  		  	 ̈	  	B)	  	Compensation received while an ineligible Employee
		  		  		  		  	 ̈	  	C)	  	All items in Regulation §1.414(s)-1(c)(3) (i.e., expense allowances, fringe benefit, etc.)
		  		  		  		  	 ̈	  	D)	  	Post-Severance Compensation 1
		  		  		  		  	 ̈	  	E)	  	Deemed 125 Compensation 1
		  		  		  		  	 ̈	  	F)	  	Bonuses 1
		  		  		  		  	 ̈	  	G)	  	Overtime 1
		  		  		  		  	 ̈	  	H)	  	Commissions 1
		  		  		  		  	x	  	I)	  	Other (describe) 1
                                         
                                         
                                         
                     
		  		  		  		  		  	  

				
		  		  		  	 1          If checked, the Plan’s definition of
compensation may fail to satisfy the safe harbor requirements unless such compensation is excluded only with respect to HCEs under paragraph (5) below.

					
		  		  	(5)	  	  ̈  
	  	The amounts excluded under (4)(D) – (I) are only excluded with respect to: (check all that apply)
		  		  		  		  	 ̈	  	Highly Compensated Employees
		  		  		  		  	 ̈	  	Other (cannot be a class that only includes NHCEs)
                                        
                                         
              
		  		  		  		  		  	  



  

					
	Post-EGTRRA Election Form	  	Page 5	  	July 2008










													
		  		  	(d)	  	Vesting of QACA Contribution Account. Pursuant to Section 3.3(b) of the Amendment, a Participant’s Vested Interest in his or her QACA Contribution
Account will be determined by the provisions selected below:
					
		  		  		  	(1)	  	The Vesting schedule for the QACA Contribution Account is: (check one)
						
		  		  		  		  	 ̈	  	100% full and immediate
		  		  		  		  	 ̈	  	2-year cliff Vesting (1 year/0%; 2 years/100%)
		  		  		  		  	 ̈	  	The Vesting schedule set forth below:
							
		  		  		  		  		  	 1 Year/Period of
Service                           %
	  	
		  		  		  		  		  	 2 Years/Periods of Service              100   %
	  	
						
		  		  		  	(2)	  	 ̈	  	Service Excluded for Vesting. All Service with the Employer is counted in determining a Participant’s Vested Interest in the QACA Contribution Account except
the following: (check all that apply)


													
							
		  		  		  		  		  	    ̈	  	Service before age 18
		  		  		  		  		  	    ̈	  	Service before the Employer maintained this Plan or a predecessor plan
				
		  		  	(e)	  	Usage of Forfeitures of QACA Contribution Account. If the Vesting schedule selected in Section 3.3(d) above is other than 100% full and immediate, then
pursuant to Section 3.3(c) of the Amendment, Forfeitures that are not used for the purposes described in Section 3.3(c) of the Amendment will be: (check one)
					
		  		  		  	 ̈	  	Used to reduce any, or any combination of, Employer contributions, as determined by the Administrator
		  		  		  	 ̈	  	Added to any, or any combination of, Employer contributions, as determined by the Administrator
			
	3.4	  	 ̈	  	Eligible Automatic Contribution Arrangement. Section 3.4 of the Amendment regarding an Eligible Automatic Contribution Arrangement is adopted effective
                            .
			
	3.5	  	 ̈	  	Eligible Participant’s Election for Permissible Withdrawal. Section 3.5 of the Amendment regarding a Participant’s election for a Permissible
Withdrawal is adopted effective                             . (the date cannot be earlier than the
effective date of either Section 3.3 or Section 3.4 above)

 SIGNATURE OF THE SPONSORING EMPLOYER

  

											
	 By
	 	 /s/ Stephen Spradling
	 		 	Title	 	 Plan Administrator

	 Print Name
	 	 Stephen Spradling
	 		 	Date	 	 10/26/09



  

					
	Post-EGTRRA Election Form	  	Page 6	  	July 2008









 Addendum 
  

	1.	(1) supplemental contract workers; (2) part-time and seasonal employees (however, if such employees complete at least 1,000 hours in an eligibility computation
period, they will be eligible to participate); (3) Employees of V.W. Kaiser, Air Perfection, Garlock Metallic Gaskets, Garlock Rubber Technologies, Garlock Helicoflex, Pikotek, Compressor Products International, Quincy Compressor (Alabama),
Quincy Compressor (Illinois), and Stemco; (4) Employees of Plastomer Technologies (Houston) hired prior to January 1, 2008; (5) Employees of Amicon hired prior to June 1, 2008; (6) union Employees of GGB LLC hired prior to
January 1, 2007; (7) union Employees of Fairbanks Morse Engine hired prior to August 18, 2008 and any non-union employees of Fairbanks Morse Engine, and (8) union Employees of Garlock Sealing Technologies hired prior to
January 1, 2010. 

  

	2.	Special pay or benefits; stock option exercise; restricted stock grants; preferred stock grants; performance share grants; long term incentive cash payments; education
and tuition; auto allowance; taxable moving items; signing bonuses; retention bonuses; severance earnings; and reimbursements for gym memberships 

  

	3.	Special pay or benefits; stock option exercise; restricted stock grants; preferred stock grants; performance share grants; long term incentive cash payments; education
and tuition; auto allowance; taxable moving items; signing bonuses; retention bonuses; severance earnings; and reimbursements for gym memberships 

  

	4.	Special pay or benefits; stock option exercise; restricted stock grants; preferred stock grants; performance share grants; long term incentive cash payments; education
and tuition; auto allowance; taxable moving items; signing bonuses; retention bonuses; severance earnings; and reimbursements for gym memberships 

  

	5.	Special pay or benefits; stock option exercise; restricted stock grants; preferred stock grants; performance share grants; long term incentive cash payments; education
and tuition; auto allowance; taxable moving items; signing bonuses; retention bonuses; severance earnings; and reimbursements for gym memberships 








 ADDITIONAL EMPLOYER ADDENDUM 

 

			
	Plan Name	 	   EnPro Industries, Inc, Retirement Savings Plan for Hourly
Employees



			
	
	The following have adopted the Plan on behalf of their eligible Employees as permitted under Section 1.5 of the Adoption
Agreement:


									
			
	1.	  	Name	  	 Corrision Control Corp. (d/b/a Pikotek)



							
				
	 EIN
	 	 84-1178066
	 	Adoption Date (or Re-Adoption Date)	 	 2/13/09



									
			
	2.	  	Name	  	 Garlock Sealing Technologies LLC



							
				
	 EIN
	 	 10-0002339
	 	Adoption Date (or Re-Adoption Date)	 	 2/13/09



									
			
	3.	 	Name	 	 Garlock Metallic Gaskets
(GMG)



							
				
	 EIN
	 	 10-0002340
	 	Adoption Date (or Re-Adoption Date)	 	 2/13/09



									
			
	 4.
	 	Name	 	 Garlock Rubber Technologies
(GRT)



							
				
	 EIN
	 	 10-0002341
	 	Adoption Date (or Re-Adoption Date)	 	 2/13/09



									
			
	5.	 	Name	 	 Garrison Litigation Management Group
Ltd.



							
				
	 EIN
	 	 25-1129178
	 	Adoption Date (or Re-Adoption Date)	 	 2/13/09



									
			
	6.	 	Name	 	 GGB LLC



							
				
	 EIN
	 	 22-3661977
	 	Adoption Date (or Re-Adoption Date)	 	 2/13/09



									
			
	7.	 	Name	 	 Stemco



							
				
	 EIN
	 	 65-1237730
	 	Adoption Date (or Re-Adoption Date)	 	 2/13/09



									
			
	8.	 	Name	 	 Fairbanks Morse Engine
(FME)



							
				
	 EIN
	 	 13-1846375
	 	Adoption Date (or Re-Adoption Date)	 	 2/13/09



									
			
	9.	 	Name	 	 Garlock
Helicoflex



							
				
	 EIN
	 	 13-1846376
	 	Adoption Date (or Re-Adoption Date)	 	 2/13/09



									
			
	10.	 	Name	 	 Quincy
Compressor



							
				
	 EIN
	 	 13-1846378
	 	Adoption Date (or Re-Adoption Date)	 	 2/13/09



									
			
	11.	 	Name	 	 Plastomer
Technologies



							
				
	 EIN
	 	 26-0040341
	 	Adoption Date (or Re-Adoption Date)	 	 2/13/09



									
			
	12.	 	Name	 	 Compressor Products
International



							
				
	 EIN
	 	 26-0040342
	 	Adoption Date (or Re-Adoption Date)	 	 2/13/09



  

					
	Prototype 401(k) Non-Std.	  	Page 1 of 2	  	IRS Serial No: M391053a










									
	13.	  	Name	 	 Air Perfection,
Inc.



									
					
	 EIN
	 		 	 68-0347960
	 	Adoption Date (or Re-Adoption Date)	 	 2/13/09



									
			
	14.	 	Name	 	 V.W. Kaiser Engineering,
Inc.



							
				
	 EIN
	 	 38-1684860
	 	Adoption Date (or Re-Adoption Date)	 	 2/13/09


 SIGNATURE of the SPONSORING EMPLOYER 

 

											
	 By
	 	 /s/ Stephen Spradling
	 		 	Title	 	 Plan Administrator

	 Print Name
	 	 Stephen Spradling
	 		 	Date	 	 10/26/09



  

					
	Prototype 401(k) Non-Std.	  	Page 2 of 2	  	IRS Serial No: M391053a









 ADDITIONAL NON-SAFE HARBOR
MATCHING CONTRIBUTIONS 
 ADDENDUM #
  1  
  

			
	PLAN NAME	 	   EnPro Industries, Inc, Retirement Savings Plan for Hourly
Employees


  

											
	1.1	  	Non-Safe Harbor Matching Contribution #  1  . In addition to the Non-Safe Harbor Matching Contributions made pursuant to Section 6
of the Adoption Agreement, the Employer may make Non-Safe Harbor Matching Contribution #  1   to the Plan in accordance with this Addendum. These contributions are not intended to automatically satisfy the ACP
Test,
		
	1.2.	  	Eligible Employees. Solely for purposes of Non-Safe Harbor Matching Contribution #  1  , all Employees of the Employers
indicated in paragraph (a) below are considered Eligible Employees unless otherwise indicated in paragraph (b) below.
			
		  	(a)	  	Employees of the following Employers are eligible for Non-Safe Harbor Matching Contribution
#  1  :
				
		  		  	1.	  	 V.W. Kaiser

		  		  	2.	  	 Amicon

		  		  	3.	  	 Glacier Garlock Bearings (GGB) - Union

		  		  	4.	  	 Garlock Metallic Gaskets

		  		  	5.	  	 Garlock Helicoflex

		  		  	6.	  	 Plastomer Technologies-Houston

		  		  	7.	  	 Quincy Compressor

		  		  	8.	  	 Pikotek

		  		  	9.	  	 Garlock Sealing Technologies LLC - Union

		  		  	10.	  	  

		  		  	11.	  	  

				
		  	(b)	  	x	  	Notwithstanding paragraph (a), the following classes of Employees of the Employers indicated in paragraph (a) are not eligible for Non-Safe Harbor Matching
Contribution #  1  : (check all that apply)
		  		  		  	 ̈	  	Union Employees
		  		  		  	x	  	Non-Resident Alien Employee
		  		  		  	 ̈	  	“Merger and Acquisition” Employees (but only during the statutory exclusion period)
		  		  		  	 ̈	  	Highly Compensated Employees 1
		  		  		  	x	  	Leased Employees (not otherwise excluded by statute) 1
		  		  		  	 ̈	  	Employees of an Affiliated Employer that does not adopt this Plan 1
		  		  		  	 ̈	  	Key Employees <  ̈ but only those who are also Highly Compensated Employees > 1

		  		  		  	x	  	Employees who are paid primarily by salary
1

		  		  		  	 ̈	  	Employees who are paid primarily by the hour
1

		  		  		  	 ̈	  	Employees who are paid primarily by commissions
1

		  		  		  	x	  	Other (cannot be age or service related) 1	  	 (1) Supplemental contract workers and part-time/seasonal employees.

		  		  		  		  	 However, any part-time/seasonal employee who works at least 1,000 hours during an
eligibility computation

		  		  		  		  	 period will be eligible to participate. Union employees, other than union employees of
GGB and Garlock

		  		  		  		  	 Sealing Technologies LLC, are also excluded.

		  		  		  		  	  

		  		  		  		  	  

		  		  		  		  	  

				
		  		  		  	 1         Even if checked these employees are still included in determining
if the Plan satisfies the requirements of Code  §410(b).

		
	1.3	  	Minimum Age and Service Requirements. Solely for purposes of Non-Safe Harbor Matching Contribution #  1  , an Eligible Employee
(see Section 1.2 above) will be eligible to enter the Plan as a Participant on the applicable Entry Date upon satisfying the following age and/or service requirements:
			
		  	(a)	  	Age Requirement   0   (max. 21 – enter zero if none)
			
		  	(b)	  	Service Requirement (check one)
		  		  	x	  	1)	  	None
		  		  	 ̈	  	2)	  	          -Year Period of Service (max. 2, but Vesting must be 100% if more than 1 year is
used)
		  		  	 ̈	  	3)	  	          -month Period of Service (max. 24, but Vesting must be 100% if more than 12 months are
used)
		  		  	 ̈	  	4)	  	          -week Period of Service (max. 104, but Vesting must be 100% if more than 52 weeks are
used)


  

					
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		 		  	 ̈	  	5)	  	          -day Period of Service (max. 730, but Vesting must be 100% if more than 365 days are
used)
		 		  	 ̈	  	6)	  	           Year(s) of Service (max. 2, but Vesting must be 100% if more than 1 year is
used)
		 		  	 ̈	  	7)	  	1 Year of Service, or if earlier,            (max. 11) consecutive calendar months of
employment
		 		  		  		  	 ̈ in which the Employee is credited with at least           
Hours of Service per month
		 		  	 ̈	  	8)	  	1 Year of Service, or if earlier,            (max. 51) consecutive weeks of employment
		 		  		  		  	 ̈ in which the Employee is credited with at least           
Hours of Service per week
		 		  	 ̈	  	9)	  	1 Year of Service, or if earlier,            (max. 364) consecutive days of employment
		 		  		  		  	 ̈ in which the Employee is credited with at least           
Hours of Service per day
		
	1.4	 	Entry Dates. Solely for purposes of Employer contribution #  1   an Eligible Employee who has satisfied the age and service
requirements in Section 1.3 will enter the Plan as a Participant on the entry date selected below.
		
		 	Note: If Section 1.3(b)(7), (8) or (9) is checked, an Eligible Employee who is entering the Plan as a Participant after satisfying the 1 Year of
Service component of such service requirement will enter the Plan as a Participant on the earlier of (1) the first day of the Plan Year that occurs after the date he or she satisfies the 1 Year of Service requirement (and any applicable age
requirement) or (2) the date that occurs six months after the date he or she satisfies the 1 Year of Service requirement (and any applicable age requirement). The Entry Date(s) selected below will only apply to an Eligible Employee who is
entering the Plan as a Participant after satisfying the months, days or weeks component of such service requirement (and any applicable age requirement).
			
		 	 ̈	  	Retroactive to the first day of the Plan Year in which the requirements are satisfied.
		 	 ̈	  	The first day of the Plan Year coincident with or following the date the requirements are satisfied. 1
		 	 ̈	  	The first day of the Plan Year nearest the date the requirements are satisfied.
		 	 ̈	  	The last day of the Plan Year coincident with or following the date the requirements are satisfied. 1
		 	 ̈	  	The last day of the Plan Year nearest the date the requirements are satisfied.
		 	 ̈	  	The first day of the month coincident with or following the date the requirements are satisfied.
		 	 ̈	  	The first day of the payroll period coincident with or following the date the requirements are satisfied.
		 	x	  	The same day the requirements are satisfied.
		 	 ̈	  	The first day of the 1st or 7th month
coincident with or following the date the requirements are satisfied.
		 	 ̈	  	The last day of the 6th or 12th
month coincident with or following the date the requirements are satisfied.
		 	 ̈	  	The first day of the 1st , 4th,
7th or 10th month coincident with or following the date the requirements are
satisfied.
		 	 ̈	  	The last day of the 3rd, 6th,
9th or 12th month coincident with or following the date the requirements are
satisfied.
		
		 	     1     This option cannot be checked if the age requirement in
1.3(a) is 21 and/or if one of the following service requirements is checked: 1.3(b)(2); 1.3(b)(3) and the number of months is more than 6; 1.3(b)(4) and the number of weeks selected is more than 26; 1.3(b)(5) and the number of days is more than 182;
or 1.3(b)(6).

		
	1.5	 	Contribution Formula. Non-Safe Harbor Matching Contribution #  1   made pursuant to the terms of this Addendum will be
determined in accordance with the formula selected below.
				
		 	(a)	  	 ̈	  	Totally Discretionary Formula (Non-Tiered). Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer’s Non-Safe Harbor
Matching Contribution for any Allocation Period is totally discretionary.
				
		 	(b)	  	 ̈	  	Discretionary Formula (Tiered or Non-Tiered) With Fixed Maximum. Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer may
make a Non-Safe Harbor Matching Contribution for any Allocation Period equal to a discretionary percentage of each Benefiting Participant’s Elective Deferrals, not to exceed the following amount for any Allocation Period on behalf of any
Benefiting Participant:
					
		 		  		  	 ̈	  	          % (max. 100%) of a Benefiting Participant’s Elective Deferrals
		 		  		  	 ̈	  	          % of a Benefiting Participant’s Compensation (this % cannot exceed the minimum deferral % in
4.4(a))
		 		  		  	 ̈	  	$             for a Benefiting Participant
		 		  		  	 ̈	  	The lesser of             % of a Benefiting Participant’s Compensation or
$            
		 		  		  	 ̈	  	            % (max. 100%) of a Participant Elective Deferrals that do not exceed
            % of his or her Compensation
				
		 	(c)	  	x	  	Mandatory Non-Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution equal to   50  % (max. 100%) of
each Benefiting Participant’s Elective Deferrals x not to exceed the following for an Allocation Period:
					
		 		  		  	x	  	Elective Deferrals in excess of   6  % of each Benefiting Participant’s Compensation
		 		  		  	 ̈	  	$             for each Benefiting Participant


  

					
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		 		  		  		  	 ̈	  	The lesser of Elective Deferrals in excess of             % of each Benefiting Participant’s Compensation
or $            
					
		 		  	(d)	  	 ̈	  	Mandatory Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the amount determined by the
tiered formula below. (check each tier that applies, but note that the rate of Non-Safe Harbor Matching Contributions cannot increase as Elective Deferrals increase)
						
		 		  		  		  	 ̈	  	1st tier             % of Elective Deferrals that do not exceed
            % of Compensation
		 		  		  		  	 ̈	  	2nd tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	3rd tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	4th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	5th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	6th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	7th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	8th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	9th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	10th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
					
		 		  	(e)	  	 ̈	  	Mandatory Years/Periods of Service Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the Matching
percentage indicated below of each Benefiting Participant’s Elective Deferrals based on the Benefiting Participant’s <  ̈ 1-Year Periods of Service > <  ̈ Years of Service, and a Year of Service for purposes of this Section is a Plan Year in which a Participant is credited with             
(max. 1,000) Hours of Service >, subject to any limitations indicated below. (check each tier that applies)
					
		 		  		  		  	Years/Periods of Service     Matching %
					
		 		  		  		  	
            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

			
		 	1.6	  	Allocation Requirements. Any Employee who has entered the Plan as a Participant for purposes of Non-Safe Harbor Matching Contribution
#  1   and who makes an Elective Deferral during an Allocation Period <  ̈ and who is an NHCE for that Allocation Period > will be a Benefiting Participant for that
Allocation Period for purposes of Non-Safe Harbor Matching Contribution #  1   as indicated below < x provided the Participant is still an Eligible Employee under
Section 1.2(b) on the last day of the Allocation Period (or earlier Termination of Employment) >.
				
		 		  	(a)	  	Participants who are still Employees on the last day of the Allocation Period (check one)
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
		 		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation
Period
		 		  		  	 ̈	  	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		 		  		  	 ̈	  	Must be credited with              (max. 6) consecutive calendar months of employment in the
Allocation Period
		 		  		  	 ̈	  	Must be credited with              (max. 182) consecutive days of employment in the
Allocation Period
				
		 		  	(b)	  	Participants who Terminate Employment before the last day of the Allocation Period because of retirement on or after Normal Retirement Age <  ̈ or Early Retirement Age >, or because of death or Disability (check one)
		 		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
		 		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation
Period
		 		  		  	 ̈	  	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		 		  		  	 ̈	  	Must be credited with              (max. 6) consecutive calendar months of employment in the
Allocation Period
		 		  		  	 ̈	  	Must be credited with             (max. 182) consecutive days of employment in the
Allocation Period
				
		 		  	(c)	  	Participants who Terminate Employment before the last day of the Allocation Period for any other reason (check
one)
		 		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
		 		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation
Period


  

					
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		  		  	 ̈	 	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		  		  	 ̈	 	Must be credited with              (max. 6) consecutive calendar months of employment in the Allocation
Period
		  		  	 ̈	 	Must be credited with              (max. 182) consecutive days of employment in the Allocation
Period
			
	1.7	  	 ̈	  	Catch-Up Contributions. Catch-Up Contributions will be matched under the formula selected in Section 1.5 <
 ̈ but any limitations selected in such formula will be ignored >.
			
	1.8	  	 ̈	  	Voluntary Employee Contributions. Voluntary Employee Contribution will be matched under the formula selected in Section 1.5 <  ̈ but any limitations selected in such formula will be ignored >.
		
	1.9	  	Vesting. A Participant’s Vested Interest in any Non-Safe Harbor Matching Contribution #  1   which is allocated to his or her
Participant’s Account under this Addendum will be determined by the provisions selected below.
			
		  	(a)	  	The Vesting schedule in a non-Top Heavy Plan Year is: (check one)
		  		  	x	 	100% full and immediate
		  		  	 ̈	 	The schedule set forth below

  

									
		  		  		 	1 Year / Period of Service	 	            %
		  		  		 	2 Years / Periods of Service	 	            % (must be at least 20% unless 100% Vesting occurs after 3 years)
		  		  		 	3 Years / Periods of Service	 	            % (must be at least 40%)
		  		  		 	4 Years / Periods of Service	 	            % (must be at least 60%)
		  		  		 	5 Years / Periods of Service	 	            % (must be at least 80%)
		  		  		 	6 Years / Periods of Service	 	            % (must be 100%)
			
		  	(b)	  	The Vesting schedule in a Top Heavy Plan Year is: (check one)
		  		  	 ̈	 	100% full and immediate
		  		  	 ̈	 	The schedule set forth below
					
		  		  		 	1 Year / Period of Service	 	            %
		  		  		 	2 Years / Periods of Service	 	            % (must be at least 20% unless 100% Vesting occurs after 3 years)
		  		  		 	3 Years / Periods of Service	 	            % (must be at least 40%)
		  		  		 	4 Years / Periods of Service	 	            % (must be at least 60%)
		  		  		 	5 Years / Periods of Service	 	            % (must be at least 80%)
		  		  		 	6 Years / Periods of Service	 	            % (must be 100%)
				
		  	(c)	  	 ̈	 	Vesting Schedule for Pre-EGTRRA Contributions. Notwithstanding paragraph (a) above, a Participant’s Vested Interest in Non-Safe Harbor Matching
Contributions which were made to the Plan prior to January 1, 2001 will be determined in accordance with the Vesting schedule in effect when such contributions were made to the Plan.
				
		  	(d)	  	 ̈	 	Service Excluded for Vesting. All Service with the Employer is counted in determining a Participant’s Vested Interest in the Non-Safe Harbor Non-Elective
Contribution Account except the following: (check all that apply)
		  		  		 	 ̈  Service before age 18
		  		  		 	 ̈  Service before the Employer maintained this Plan or a predecessor plan
		  		  		 	 ̈  Service during a period for which the Employee made no mandatory contributions to the Plan
		
	1.10	  	Allocation of Forfeitures. Forfeitures of Non-Safe Harbor Matching Contribution #  1   which are not used to pay
administrative expenses as permitted under Section 3.4 of the Basic Plan will be allocated (or used) as selected below.
			
		  	(a)	  	Forfeitures attributable to Non-Safe Harbor Matching Contributions will be: (check one)



									
		  		  	x	 	1) Used to reduce Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		  		  	 ̈	 	2) Added to Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		  		  	 ̈	 	3) Allocated to Benefiting Participants in the manner selected in paragraphs (b), (c) and (d) below
				
		  	(b)	  	 ̈	 	Method of Allocation. Forfeitures allocated under (a)(3) will be allocated to each Benefiting Participant as follows:
		  		  		 	 ̈  Pro-rata based on his or her Compensation for the Plan Year
		  		  		 	 ̈  Pro-rata based on his or her Elective Deferrals for the Plan Year
		  		  		 	 ̈  Pro-rata based on his or her Non-Safe Harbor Matching Contributions for the Plan Year
		  		  		 	 ̈  Pro-rata based on his or her Non-Safe Harbor Matching Contribution Account
balance


  

					
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		  	(c)	  	 ̈	  	Participants Eligible to Be Benefiting Participants. The following are eligible to be Benefiting Participants for an Allocation Period with respect to Forfeitures
allocated under paragraph (a)(3) above:
		  		  		  	 ̈  Those who are Participants for Elective Deferral purposes
		  		  		  	 ̈  Those who are Participants for Non-Safe Harbor Matching Contribution purposes
		  		  		  	 ̈  Those who are Participants for Non-Safe Harbor Non-Elective Contribution purposes
				
		  	(d)	  	 ̈	  	Benefiting Participants. Any Participant selected in paragraph (c) <  ̈ who is a NHCE for the Allocation
Period > will be a Benefiting Participant for purposes of the allocations under paragraph (a)(3) above, provided the Participant also satisfies the applicable requirements in Section 1.6 of this Addendum.
		
	1.12	  	Definition of Compensation. A Participant’s Compensation for purposes of Non-Safe Harbor Matching Contribution #  1  
will be determined as indicated below.
			
		  	(a)	  	Compensation is defined as: (check one) 
		  		  	x	  	Form W-2 Compensation
		  		  	 ̈	  	Code §3401 Compensation
		  		  	 ̈	  	Safe Harbor Code §415 Compensation
			
		  	(b)	  	Elective contributions under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and §414(h)(2) will: (check one)

		  		  	x	  	Be included as Compensation
		  		  	 ̈	  	Not be included as Compensation
			
		  	(c)	  	The Compensation measuring period is the: (check one) 
		  		  	x	  	Plan Year
		  		  	 ̈	  	Fiscal Year ending on or within the Plan Year
		  		  	 ̈	  	Calendar year ending on or within the Plan Year
				
		  	(d)	  	x	  	The following categories of remuneration will not be counted as Compensation: (check all that apply)
		  		  		  	 ̈	  	1) Compensation received prior to becoming a Participant for Non-Safe Harbor Non-Elective Contributions
		  		  		  	 ̈	  	2) Compensation received while an ineligible Employee under Section 1.2 of this Addendum
		  		  		  	 ̈	  	3) All items in Regulation §1.414(s)-1(c)(3) (i.e., expense allowances, fringe benefit, moving expenses, etc.)
		  		  		  	 ̈	  	4) Post-Severance Compensation
1
		  		  		  	 ̈	  	5) Deemed 125 Compensation
1
		  		  		  	 ̈	  	6) Bonuses 1
		  		  		  	 ̈	  	7) Overtime 1
		  		  		  	 ̈	  	8) Commissions 1
		  		  		  	 ̈	  	9) Other (describe) 
1	 	 Special pay or benefits; stock option exercise; restricted stock grants; preferred
stock

		  		  		  		  	 grants; performance share grants; long term incentive cash payments; education and tuition;
auto allowance;

		  		  		  		  	 taxable moving items; signing bonuses; retention bonuses; severance earnings; and
reimbursements for gym

		  		  		  		  	 memberships

		  		  		  		  	  

					
		  		  		  		  	 1         If checked, the Plan’s definition of compensation may
fail to satisfy the safe harbor requirements unless such compensation is excluded only with respect to Highly Compensated Employees under paragraph (e)
below.



											
				
		  	(e)	  	 ̈	  	 The amounts excluded under (d)(4) – (9) will only be excluded with respect to: (check all that apply) 
		  		  		  	  ̈	  	Highly Compensated Employees
		  		  		  	  ̈	  	Other (cannot be a class that only includes NHCEs)	 	  

		  		  		  		  	  



SIGNATURE OF THE PLAN SPONSOR 

 

											
	By	 	 /s/ Stephen Spradling
	 		 	Title	 	 Plan Administrator

	Print Name	 	 Stephen Spradling
	 		 	Date	 	 10/26/09



  

					
	Prototype 401(k) Non-Std.	  	Page 5 of 5	  	IRS Serial No: M391053a









 ADDITIONAL NON-SAFE HARBOR
MATCHING CONTRIBUTIONS 
 ADDENDUM #
  2  
  

			
	PLAN NAME	 	     EnPro Industries, Inc, Retirement Savings Plan for Hourly
Employees


  

											
	1.1	  	Non-Safe Harbor Matching Contribution #  2  . In addition to the Non-Safe Harbor Matching Contributions made pursuant to Section 6
of the Adoption Agreement, the Employer may make Non-Safe Harbor Matching Contribution #  2   to the Plan in accordance with this Addendum. These contributions are not intended to automatically satisfy the ACP
Test,
		
	1.2.	  	Eligible Employees. Solely for purposes of Non-Safe Harbor Matching Contribution #  2  , all Employees of the Employers
indicated in paragraph (a) below are considered Eligible Employees unless otherwise indicated in paragraph (b) below,
			
		  	(a)	  	Employees of the following Employers are eligible for Non-Safe Harbor Matching Contribution #  2  
				
		  		  	1.	  	 Stemco

		  		  	2.	  	  

		  		  	3.	  	  

		  		  	4.	  	  

		  		  	5.	  	  

		  		  	6.	  	  

		  		  	7.	  	  

		  		  	8.	  	  

		  		  	9.	  	  

		  		  	10.	  	  

		  		  	11.	  	  

				
		  	(b)	  	x	  	Notwithstanding paragraph (a), the following classes of Employees of the Employers indicated in paragraph (a) are not eligible for Non-Safe Harbor Matching
Contribution #  2  : (check all that apply)
		  		  		  	x	  	Union Employees
		  		  		  	x	  	Non-Resident Alien Employee
		  		  		  	 ̈	  	“Merger and Acquisition” Employees (but only during the statutory exclusion period)
		  		  		  	 ̈	  	Highly Compensated Employees 1
		  		  		  	x	  	Leased Employees (not otherwise excluded by statute) 1
		  		  		  	 ̈	  	Employees of an Affiliated Employer that does not adopt this Plan 1
		  		  		  	 ̈	  	Key Employees <  ̈ but only those who are also Highly Compensated Employees > 1

		  		  		  	x	  	Employees who are paid primarily by salary
1

		  		  		  	 ̈	  	Employees who are paid primarily by the hour
1

		  		  		  	 ̈	  	Employees who are paid primarily by commissions
1

		  		  		  	x	  	Other (cannot be age or service related) 1	  	 Supplemental contract workers and part-time/seasonal employees.

		  		  		  		  	 However, any part-time/seasonal employee who works at least 1,000 hours during an
eligibility computation

		  		  		  		  	 period will be eligible to participate.

		  		  		  		  	  

		  		  		  		  	  

		  		  		  		  	  

		  		  		  		  	  

		  		  		  		  	  

				
		  		  		  	 1         Even if checked these employees are still
included in determining if the Plan satisfies the requirements of Code §410(b).

		
	1.3	  	Minimum Age and Service Requirements. Solely for purposes of Non-Safe Harbor Matching Contribution #  2  , an Eligible Employee
(see Section 1.2 above) will be eligible to enter the Plan as a Participant on the applicable Entry Date upon satisfying the following age and/or service requirements:
			
		  	(a)	  	Age Requirement   0   (max. 21 – enter zero if none)
			
		  	(b)	  	Service Requirement (check one)
		  		  	x	  	 1) 
	  	 None

		  		  	 ̈	  	 2) 
	  	            -Year Period of Service (max. 2, but Vesting must be 100% if more than 1 year is
used)
		  		  	 ̈	  	 3) 
	  	            -month Period of Service (max. 24, but Vesting must be 100% if more than 12 months are
used)
		  		  	 ̈	  	 4) 
	  	            -week Period of Service (max. 104, but Vesting must be 100% if more than 52 weeks are
used)


  

					
	Prototype 401(k) Non-Std.	  	Page 1 of 5	  	IRS Serial No: M391053a










									
		  		  	 ̈	  	5)	  	            -day Period of Service (max. 730, but Vesting must be 100% if more than 365 days are
used)
		  		  	 ̈	  	6)	  	             Year(s) of Service (max. 2, but Vesting must be 100% if more than 1 year is
used)
		  		  	 ̈	  	7)	  	1 Year of Service, or if earlier,              (max. 11) consecutive calendar months of
employment
		  		  		  		  	 ̈ in which the Employee is credited with at least             
Hours of Service per month
		  		  	 ̈	  	8)	  	1 Year of Service, or if earlier,              (max. 51) consecutive weeks of
employment
		  		  		  		  	 ̈ in which the Employee is credited with at least             
Hours of Service per week
		  		  	 ̈	  	9)	  	1 Year of Service, or if earlier,              (max. 364) consecutive days of
employment
		  		  		  		  	 ̈ in which the Employee is credited with at least             
Hours of Service per day
		
	1.4	  	Entry Dates. Solely for purposes of Employer contribution #  2   an Eligible Employee who has satisfied the age and service
requirements in Section 1.3 will enter the Plan as a Participant on the entry date selected below.
		
		  	Note: If Section 1.3(b)(7), (8) or (9) is checked, an Eligible Employee who is entering the Plan as a Participant after satisfying the 1 Year of
Service component of such service requirement will enter the Plan as a Participant on the earlier of (1) the first day of the Plan Year that occurs after the date he or she satisfies the 1 Year of Service requirement (and any applicable age
requirement) or (2) the date that occurs six months after the date he or she satisfies the 1 Year of Service requirement (and any applicable age requirement). The Entry Date(s) selected below will only apply to an Eligible Employee who is
entering the Plan as a Participant after satisfying the months, days or weeks component of such service requirement (and any applicable age requirement).
			
		  	 ̈	  	Retroactive to the first day of the Plan Year in which the requirements are satisfied.
		  	 ̈	  	The first day of the Plan Year coincident with or following the date the requirements are satisfied. 1
		  	 ̈	  	The first day of the Plan Year nearest the date the requirements are satisfied.
		  	 ̈	  	The last day of the Plan Year coincident with or following the date the requirements are satisfied. 1
		  	 ̈	  	The last day of the Plan Year nearest the date the requirements are satisfied.
		  	 ̈	  	The first day of the month coincident with or following the date the requirements are satisfied.
		  	 ̈	  	The first day of the payroll period coincident with or following the date the requirements are satisfied.
		  	x	  	The same day the requirements are satisfied.
		  	 ̈	  	The first day of the 1st or 7th month
coincident with or following the date the requirements are satisfied.
		  	 ̈	  	The last day of the 6th or 12th
month coincident with or following the date the requirements are satisfied.
		  	 ̈	  	The first day of the 1st , 4th,
7th or 10th month coincident with or following the date the requirements are
satisfied.
		  	 ̈	  	The last day of the 3rd, 6th,
9th or 12th month coincident with or following the date the requirements are
satisfied.
			
		  		  	 1         This option cannot be checked if the age requirement in 1.3(a) is 21 and/or if one of the following service
requirements is checked: 1.3(b)(2); 1.3(b)(3) and the number of months is more than 6; 1.3(b)(4) and the number of weeks selected is more than 26; 1.3(b)(5) and the number of days is more than 182; or 1.3(b)(6).

		
	1.5	  	Contribution Formula. Non-Safe Harbor Matching Contribution #  2   made pursuant to the terms of this Addendum will be
determined in accordance with the formula selected below.
				
		  	(a)	  	 ̈	  	Totally Discretionary Formula (Non-Tiered). Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer’s Non-Safe Harbor
Matching Contribution for any Allocation Period is totally discretionary.
				
		  	(b)	  	 ̈	  	Discretionary Formula (Tiered or Non-Tiered) With Fixed Maximum. Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer
may make a Non-Safe Harbor Matching Contribution for any Allocation Period equal to a discretionary percentage of each Benefiting Participant’s Elective Deferrals, not to exceed the following amount for any Allocation Period on behalf of any
Benefiting Participant:
					
		  		  		  	 ̈	  	            % (max. 100%) of a Benefiting Participant’s Elective Deferrals
		  		  		  	 ̈	  	            % of a Benefiting Participant’s Compensation (the % cannot exceed the minimum deferral % in
4.4(a))
		  		  		  	 ̈	  	$             for a Benefiting Participant
		  		  		  	 ̈	  	The lesser of             % of a Benefiting Participant’s Compensation or
$            
		  		  		  	 ̈	  	            % (max. 100%) of a Participant Elective Deferrals that do not exceed
            % of his or her Compensation
				
		  	(c)	  	x	  	Mandatory Non-Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution equal to
  100  % (max. 100%) of each Benefiting Participant’s Elective Deferrals x not to exceed the following for an Allocation
Period:
					
		  		  		  	x	  	Elective Deferrals in excess of   4  % of each Benefiting Participant’s Compensation
		  		  		  	 ̈	  	$             for each Benefiting Participant


  

					
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		  		  		  	 ̈	  	The lesser of Elective Deferrals in excess of             % of each Benefiting Participant’s Compensation or
$            
				
		  	(d)	  	 ̈	  	Mandatory Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the amount determined by
the tiered formula below. (check each tier that applies, but note that the rate of Non-Safe Harbor Matching Contributions cannot increase as Elective Deferrals increase)
					
		  		  		  	x	  	1st tier             % of Elective Deferrals that do not exceed
            % of Compensation
		  		  		  	x	  	2nd tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	3rd tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	4th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	5th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	6th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	7th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	8th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	9th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	10th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
				
		  	(e)	  	 ̈	  	Mandatory Years/Periods of Service Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the Matching
percentage indicated below of each Benefiting Participant’s Elective Deferrals based on the Benefiting Participant’s <  ̈ 1-Year Periods of Service > <  ̈ Years of Service, and a Year of Service for purposes of this Section is a Plan Year in which a Participant is credited with             
(max. 1,000) Hours of Service >, subject to any limitations indicated below. (check each tier that applies)


 

											
		  		  		  		  	    Years/Periods of Service	  	Matching %
						
		  		  		  		  	                to           
 	  	            %    <  ̈ up to
$             > <  ̈ up to            % of Compensation
>
		  		  		  		  	                to           
 	  	            %    <  ̈ up to
$             > <  ̈ up to            % of Compensation
>
		  		  		  		  	                to           
 	  	            %    <  ̈ up to
$             > <  ̈ up to            % of Compensation
>
		  		  		  		  	                to           
 	  	            %    <  ̈ up to
$             > <  ̈ up to            % of Compensation
>
		  		  		  		  	                to           
 	  	            %    <  ̈ up to
$             > <  ̈ up to            % of Compensation
>

  

							
	1.6	  	Allocation Requirements. Any Employee who has entered the Plan as a Participant for purposes of Non-Safe Harbor Matching Contribution
#  2   and who makes an Elective Deferral during an Allocation Period <  ̈ and who is an NHCE for that Allocation Period > will be a Benefiting Participant for
that Allocation Period for purposes of Non-Safe Harbor Matching Contribution #  2   as indicated below < x provided the Participant is still an Eligible Employee
under Section 1.2(b) on the last day of the Allocation Period (or earlier Termination of Employment) >.
			
		  	(a)	  	Participants who are still Employees on the last day of the Allocation Period (check one)
		  		  	x	  	Will always be Benefiting Participants regardless of Service
		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation Period
		  		  	 ̈	  	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		  		  	 ̈	  	Must be credited with              (max. 6) consecutive calendar months of employment in the Allocation
Period
		  		  	 ̈	  	Must be credited with              (max. 182) consecutive days of employment in the Allocation
Period
			
		  	(b)	  	Participants who Terminate Employment before the last day of the Allocation Period because of retirement on or after Normal Retirement Age <  ̈ or Early Retirement Age >, or because of death or Disability (check one)
		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		  		  	x	  	Will always be Benefiting Participants regardless of Service
		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation Period
		  		  	 ̈	  	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		  		  	 ̈	  	Must be credited with              (max. 6) consecutive calendar months of employment in the Allocation
Period
		  		  	 ̈	  	Must be credited with              (max. 182) consecutive days of employment in the Allocation
Period
			
		  	(c)	  	Participants who Terminate Employment before the last day of the Allocation Period for any other reason (check one)
		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		  		  	x	  	Will always be Benefiting Participants regardless of Service
		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation
Period


  

					
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		  		  	 ̈	  	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		  		  	 ̈	  	Must be credited with              (max. 6) consecutive calendar months of employment in the Allocation
Period
		  		  	 ̈	  	Must be credited with              (max. 182) consecutive days of employment in the Allocation
Period
			
	1.7	  	 ̈	  	Catch-Up Contributions. Catch-Up Contributions will be matched under the formula selected in Section 1.5 <
 ̈ but any limitations selected in such formula will be ignored >.
			
	1.8	  	 ̈	  	Voluntary Employee Contributions. Voluntary Employee Contribution will be matched under the formula selected in Section 1.5 <  ̈ but any limitations selected in such formula will be ignored >.
		
	1.9	  	Vesting. A Participant’s Vested Interest in any Non-Safe Harbor Matching Contribution #   2   which is allocated to
his or her Participant’s Account under this Addendum will be determined by the provisions selected below.
			
		  	(a)	  	The Vesting schedule in a non-Top Heavy Plan Year is: (check one)
		  		  	x	  	100% full and immediate
		  		  	 ̈	  	The schedule set forth below

  

									
		  		  		  	1 Year / Period of Service	  	            %
		  		  		  	2 Years / Periods of Service	  	            % (must be at least 20% unless 100% Vesting occurs after 3 years)
		  		  		  	3 Years / Periods of Service	  	            % (must be at least 40%)
		  		  		  	4 Years / Periods of Service	  	            % (must be at least 60%)
		  		  		  	5 Years / Periods of Service	  	            % (must be at least 80%)
		  		  		  	6 Years / Periods of Service	  	            % (must be 100%)
			
		  	(b)	  	The Vesting schedule in a Top Heavy Plan Year is: (check one)
		  		  	 ̈	  	100% full and immediate
		  		  	 ̈	  	The schedule set forth below
					
		  		  		  	1 Year / Period of Service	  	            %
		  		  		  	2 Years / Periods of Service	  	            % (must be at least 20% unless 100% Vesting occurs after 3 years)
		  		  		  	3 Years / Periods of Service	  	            % (must be at least 40%)
		  		  		  	4 Years / Periods of Service	  	            % (must be at least 60%)
		  		  		  	5 Years / Periods of Service	  	            % (must be at least 80%)
		  		  		  	6 Years / Periods of Service	  	            % (must be 100%)


											
				
		  	(c)	  	 ̈	  	Vesting Schedule for Pre-EGTRRA Contributions. Notwithstanding paragraph (a) above, a Participant’s Vested Interest in Non-Safe Harbor Matching
Contributions which were made to the Plan prior to January 1, 2001 will be determined in accordance with the Vesting schedule in effect when such contributions were made to the Plan.
				
		  	(d)	  	 ̈	  	Service Excluded for Vesting. All Service with the Employer is counted in determining a Participant’s Vested Interest in the Non-Safe Harbor Non-Elective
Contribution Account except the following: (check all that apply)
		  		  		  	 ̈	  	Service before age 18
		  		  		  	 ̈	  	Service before the Employer maintained this Plan or a predecessor plan
		  		  		  	 ̈	  	Service during a period for which the Employee made no mandatory contributions to the Plan
		
	1.10	  	Allocation of Forfeitures. Forfeitures of Non-Safe Harbor Matching Contribution #  2   which are not used to pay
administrative expenses as permitted under Section 3.4 of the Basic Plan will be allocated (or used) as selected below.
			
		  	(a)	  	Forfeitures attributable to Non-Safe Harbor Matching Contributions will be: (check one)
		  		  	x	  	1) Used to reduce Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		  		  	 ̈	  	2) Added to Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		  		  	 ̈	  	3) Allocated to Benefiting Participants in the manner selected in paragraphs (b), (c) and (d) below
				
		  	(b)	  	 ̈	  	Method of Allocation. Forfeitures allocated under (a)(3) will be allocated to each Benefiting Participant as follows:
		  		  		  	 ̈	  	Pro-rata based on his or her Compensation for the Plan Year
		  		  		  	 ̈	  	Pro-rata based on his or her Elective Deferrals for the Plan Year
		  		  		  	 ̈	  	Pro-rata based on his or her Non-Safe Harbor Matching Contributions for the Plan Year
		  		  		  	 ̈	  	Pro-rata based on his or her Non-Safe Harbor Matching Contribution Account balance


  

					
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		  	(c)	  	 ̈	  	Participants Eligible to Be Benefiting Participants. The following are eligible to be Benefiting Participants for an Allocation Period with respect to Forfeitures
allocated under paragraph (a)(3) above:
		  		  		  	 ̈	  	Those who are Participants for Elective Deferral purposes
		  		  		  	 ̈	  	Those who are Participants for Non-Safe Harbor Matching Contribution purposes
		  		  		  	 ̈	  	Those who are Participants for Non-Safe Harbor Non-Elective Contribution purposes
				
		  	(d)	  	 ̈	  	Benefiting Participants. Any Participant selected in paragraph (c) <  ̈ who is a NHCE for the Allocation
Period > will be a Benefiting Participant for purposes of the allocations under paragraph (a)(3) above, provided the Participant also satisfies the applicable requirements in Section 1.6 of this Addendum.
		
	1.12 	  	Definition of Compensation. A Participant’s Compensation for purposes of Non-Safe Harbor Matching Contribution #  2   will be
determined as indicated below.
			
		  	(a)	  	Compensation is defined as: (check one) 
		  		  	x	  	Form W-2 Compensation
		  		  	 ̈	  	Code §3401 Compensation
		  		  	 ̈	  	Safe Harbor Code §415 Compensation
			
		  	(b)	  	Elective contributions under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and §414(h)(2) will: (check
one)
		  		  	x	  	Be included as Compensation
		  		  	 ̈	  	Not be included as Compensation
			
		  	(c)	  	The Compensation measuring period is the: (check one) 
		  		  	x	  	Plan Year
		  		  	 ̈	  	Fiscal Year ending on or within the Plan Year
		  		  	 ̈	  	Calendar year ending on or within the Plan Year
				
		  	(d)	  	x	  	The following categories of remuneration will not be counted as Compensation: (check all that apply)
		  		  		  	 ̈	  	1) Compensation received prior to becoming a Participant for Non-Safe Harbor Non-Elective Contributions
		  		  		  	 ̈	  	2) Compensation received while an ineligible Employee under Section 1.2 of this Addendum
		  		  		  	 ̈	  	3) All items in Regulation §1.414(s)-1(c)(3) (i.e., expense allowances, fringe benefit, moving expenses, etc.)
		  		  		  	 ̈	  	4) Post-Severance Compensation
1
		  		  		  	 ̈	  	5) Deemed 125 Compensation
1
		  		  		  	 ̈	  	6) Bonuses
1
		  		  		  	 ̈	  	7) Overtime
1
		  		  		  	 ̈	  	8) Commissions
1
		  		  		  	x	  	9) Other (describe) 
1	  	 Special pay or benefits; stock option exercise; restricted stock grants; preferred stock
grants;

		  		  		  		  	 performance share grants; long term incentive cash payments; education and tuition; auto
allowance; taxable moving

		  		  		  		  	 items; signing bonuses; retention bonuses; severance earnings; and reimbursements for gym
memberships

		  		  		  		  	  

					
		  		  		  		  	 1         If checked, the Plan’s definition of compensation may
fail to satisfy the safe harbor requirements unless such compensation is excluded only with respect to Highly Compensated Employees under paragraph (e) below.

				
		  	(e)	  	 ̈	  	The amounts excluded under (d)(4) – (9) will only be excluded with respect to: (check all that apply)



													
		  		  		  		 	     ̈	  	Highly Compensated Employees
		  		  		  		 	     ̈	  	Other (cannot be a class that only includes NHCEs)	  	  

		  		  		  		 		  	  


 SIGNATURE OF THE PLAN SPONSOR

  

											
	 By
	 	 /s/ Stephen Spradling
	 		 	Title	 	 Plan Administrator

	 Print Name
	 	 Stephen Spradling
	 		 	Date	 	 10/26/09



  

					
	Prototype 401(k) Non-Std.	  	Page 5 of 5	  	IRS Serial No: M391053a









 ADDITIONAL NON-SAFE HARBOR
MATCHING CONTRIBUTIONS 
 ADDENDUM #
  3  
  

			
	PLAN NAME	  	     EnPro Industries, Inc, Retirement Savings Plan for Hourly
Employees


  

											
	1.1	  	Non-Safe Harbor Matching Contribution #  3  . In addition to the Non-Safe Harbor Matching Contributions made pursuant to Section 6
of the Adoption Agreement, the Employer may make Non-Safe Harbor Matching Contribution #  3   to the Plan in accordance with this Addendum. These contributions are not intended to automatically satisfy the ACP
Test,
		
	1.2.	  	Eligible Employees. Solely for purposes of Non-Safe Harbor Matching Contribution #  3  , all Employees of the Employers
indicated in paragraph (a) below are considered Eligible Employees unless otherwise indicated in paragraph (b) below,
			
		  	(a)	  	Employees of the following Employers are eligible for Non-Safe Harbor Matching Contribution #  3  
				
		  		  	1.	  	 Compressor Products International (CPI)

		  		  	2.	  	 Fairbanks Morse Engine – Union (effective 8/18/09, match will be 50% of Elective
Deferrals up to 5% of Compensation)

		  		  	3.	  	  

		  		  	4.	  	  

		  		  	5.	  	  

		  		  	6.	  	  

		  		  	7.	  	  

		  		  	8.	  	  

		  		  	9.	  	  

		  		  	10.	  	  

		  		  	11.	  	  

				
		  	(b)	  	x	  	Notwithstanding paragraph (a), the following classes of Employees of the Employers indicated in paragraph (a) are not eligible for Non-Safe Harbor Matching
Contribution #  3  : (check all that apply)
		  		  		  	 ̈	  	Union Employees
		  		  		  	x	  	Non-Resident Alien Employee
		  		  		  	 ̈	  	“Merger and Acquisition” Employees (but only during the statutory exclusion period)
		  		  		  	 ̈	  	Highly Compensated Employees 1
		  		  		  	x	  	Leased Employees (not otherwise excluded by statute) 1
		  		  		  	x	  	Employees of an Affiliated Employer that does not adopt this Plan 1
		  		  		  	 ̈	  	Key Employees <  ̈ but only those who are also Highly Compensated Employees > 1

		  		  		  	x	  	Employees who are paid primarily by salary
1

		  		  		  	 ̈	  	Employees who are paid primarily by the hour
1

		  		  		  	 ̈	  	Employees who are paid primarily by commissions
1

		  		  		  	x	  	Other (cannot be age or service related) 1	  	 Supplemental contract workers and part-time/seasonal employees.

		  		  		  		  	 However, any part-time/seasonal employee who works at least 1,000 hours during an
eligibility computation

		  		  		  		  	 period will be eligible to participate.

		  		  		  		  	  

		  		  		  		  	  

		  		  		  		  	  

		  		  		  		  	  

		  		  		  		  	  

				
		  		  		  	 1         Even if checked these employees are still included in
determining if the Plan satisfies the requirements of Code §410(b).

		
	1.3	  	Minimum Age and Service Requirements. Solely for purposes of Non-Safe Harbor Matching Contribution #  3  , an Eligible Employee
(see Section 1.2 above) will be eligible to enter the Plan as a Participant on the applicable Entry Date upon satisfying the following age and/or service requirements:
			
		  	(a)	  	Age Requirement   0   (max. 21 – enter zero if none)
			
		  	(b)	  	Service Requirement (check one)
		  		  	x	  	1)	  	None
		  		  	 ̈	  	2)	  	            -Year Period of Service (max. 2, but Vesting must be 100% if more than 1 year is
used)
		  		  	 ̈	  	3)	  	            -month Period of Service (max. 24, but Vesting must be 100% if more than 12
months are used)
		  		  	 ̈	  	4)	  	            -week Period of Service (max. 104, but Vesting must be 100% i f more than 52 weeks are
used)


  

					
	Prototype 401(k) Non-Std.	  	Page 1 of 5	  	IRS Serial No: M391053ag










									
		  		  	 ̈	  	5)	  	            -day Period of Service (max. 730, but Vesting must be 100% if more than 365 days are
used)
		  		  	 ̈	  	6)	  	             Year(s) of Service (max. 2, but Vesting must be 100% if more than 1 year is
used)
		  		  	 ̈	  	7)	  	1 Year of Service, or if earlier,              (max. 11) consecutive calendar months of
employment
		  		  		  		  	 ̈ in which the Employee is credited with at least             
Hours of Service per month
		  		  	 ̈	  	8)	  	1 Year of Service, or if earlier,              (max. 51) consecutive weeks of
employment
		  		  		  		  	 ̈ in which the Employee is credited with at least             
Hours of Service per week
		  		  	 ̈	  	9)	  	1 Year of Service, or if earlier,              (max. 364) consecutive days of
employment
		  		  		  		  	 ̈ in which the Employee is credited with at least             
Hours of Service per day
		
	1.4	  	Entry Dates. Solely for purposes of Employer contribution #  3   an Eligible Employee who has satisfied the age and service
requirements in Section 1.3 will enter the Plan as a Participant on the entry date selected below.
		
		  	Note: If Section 1.3(b)(7), (8) or (9) is checked, an Eligible Employee who is entering the Plan as a Participant after satisfying the 1 Year of
Service component of such service requirement will enter the Plan as a Participant on the earlier of (1) the first day of the Plan Year that occurs after the date he or she satisfies the 1 Year of Service requirement (and any applicable age
requirement) or (2) the date that occurs six months after the date he or she satisfies the 1 Year of Service requirement (and any applicable age requirement). The Entry Date(s) selected below will only apply to an Eligible Employee who is
entering the Plan as a Participant after satisfying the months, days or weeks component of such service requirement (and any applicable age requirement).
			
		  	 ̈	  	Retroactive to the first day of the Plan Year in which the requirements are satisfied.
		  	 ̈	  	The first day of the Plan Year coincident with or following the date the requirements are satisfied. 1
		  	 ̈	  	The first day of the Plan Year nearest the date the requirements are satisfied.
		  	 ̈	  	The last day of the Plan Year coincident with or following the date the requirements are satisfied. 1
		  	 ̈	  	The last day of the Plan Year nearest the date the requirements are satisfied.
		  	 ̈	  	The first day of the month coincident with or following the date the requirements are satisfied.
		  	 ̈	  	The first day of the payroll period coincident with or following the date the requirements are satisfied.
		  	x	  	The same day the requirements are satisfied.
		  	 ̈	  	The first day of the 1st or 7th month
coincident with or following the date the requirements are satisfied.
		  	 ̈	  	The last day of the 6th or 12th
month coincident with or following the date the requirements are satisfied.
		  	 ̈	  	The first day of the 1st , 4th,
7th or 10th month coincident with or following the date the requirements are
satisfied.
		  	 ̈	  	The last day of the 3rd, 6th,
9th or 12th month coincident with or following the date the requirements are
satisfied.
		
		  	 1         This option cannot be checked if the age requirement in
1.3(a) is 21 and/or if one of the following service requirements is checked: 1.3(b)(2); 1.3(b)(3) and the number of months is more than 6; 1.3(b)(4) and the number of weeks selected is more than 26; 1.3(b)(5) and the number of days is more than 182;
or 1.3(b)(6).

		
	1.5	  	Contribution Formula. Non-Safe Harbor Matching Contribution #  2   made pursuant to the terms of this Addendum will be
determined in accordance with the formula selected below.
				
		  	(a)	  	 ̈	  	Totally Discretionary Formula (Non-Tiered). Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer’s Non-Safe Harbor
Matching Contribution for any Allocation Period is totally discretionary.
				
		  	(b)	  	 ̈	  	Discretionary Formula (Tiered or Non-Tiered) With Fixed Maximum. Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer may
make a Non-Safe Harbor Matching Contribution for any Allocation Period equal to a discretionary percentage of each Benefiting Participant’s Elective Deferrals, not to exceed the following amount for any Allocation Period on behalf of any
Benefiting Participant:
					
		  		  		  	 ̈	  	            % (max. 100%) of a Benefiting Participant’s Elective Deferrals
		  		  		  	 ̈	  	            % of a Benefiting Participant’s Compensation (the % cannot exceed the minimum deferral % in
4.4(a))
		  		  		  	 ̈	  	$             for a Benefiting Participant
		  		  		  	 ̈	  	The lesser of             % of a Benefiting Participant’s Compensation or
$            
		  		  		  	 ̈	  	            % (max. 100%) of a Participant Elective Deferrals that do not exceed
            % of his or her Compensation
				
		  	(c)	  	x	  	Mandatory Non-Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution equal to
  50  % (max. 100%) of each Benefiting Participant’s Elective Deferrals x not to exceed the following for an Allocation
Period:
					
		  		  		  	x	  	Elective Deferrals in excess of   4  % of each Benefiting Participant’s Compensation
		  		  		  	 ̈	  	$             for each Benefiting Participant


  

					
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		  		  		  	 ̈	  	The lesser of Elective Deferrals in excess of             % of each Benefiting Participant’s Compensation or
$            
				
		  	(d)	  	 ̈	  	Mandatory Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the amount determined by
the tiered formula below. (check each tier that applies, but note that the rate of Non-Safe Harbor Matching Contributions cannot increase as Elective Deferrals increase)
					
		  		  		  	x	  	1st tier             % of Elective Deferrals that do not exceed
            % of Compensation
		  		  		  	x	  	2nd tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	3rd tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	4th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	5th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	6th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	7th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	8th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	9th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	10th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
				
		  	(e)	  	 ̈	  	Mandatory Years/Periods of Service Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the Matching
percentage indicated below of each Benefiting Participant’s Elective Deferrals based on the Benefiting Participant’s <  ̈ 1-Year Periods of Service > <  ̈ Years of Service, and a Year of Service for purposes of this Section is a Plan Year in which a Participant is credited with             
(max. 1,000) Hours of Service >, subject to any limitations indicated below. (check each tier that applies)


 

											
		  		  		  		  	    Years/Periods of Service	  	Matching %
						
		  		  		  		  	                to           
 	  	            %    <  ̈ up to
$             > <  ̈ up to            % of Compensation
>
		  		  		  		  	                to           
 	  	            %    <  ̈ up to
$             > <  ̈ up to            % of Compensation
>
		  		  		  		  	                to           
 	  	            %    <  ̈ up to
$             > <  ̈ up to            % of Compensation
>
		  		  		  		  	                to           
 	  	            %    <  ̈ up to
$             > <  ̈ up to            % of Compensation
>
		  		  		  		  	                to           
 	  	            %    <  ̈ up to
$             > <  ̈ up to            % of Compensation
>

  

							
	1.6	  	Allocation Requirements. Any Employee who has entered the Plan as a Participant for purposes of Non-Safe Harbor Matching Contribution
#  3   and who makes an Elective Deferral during an Allocation Period <  ̈ and who is an NHCE for that Allocation Period > will be a Benefiting Participant for
that Allocation Period for purposes of Non-Safe Harbor Matching Contribution #  3   as indicated below < x provided the Participant is still an Eligible Employee
under Section 1.2(b) on the last day of the Allocation Period (or earlier Termination of Employment) >.
			
		  	(a)	  	Participants who are still Employees on the last day of the Allocation Period (check one)
		  		  	x	  	Will always be Benefiting Participants regardless of Service
		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation Period
		  		  	 ̈	  	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		  		  	 ̈	  	Must be credited with              (max. 6) consecutive calendar months of employment in the Allocation
Period
		  		  	 ̈	  	Must be credited with              (max. 182) consecutive days of employment in the Allocation
Period
			
		  	(b)	  	Participants who Terminate Employment before the last day of the Allocation Period because of retirement on or after Normal Retirement Age <  ̈ or Early Retirement Age >, or because of death or Disability (check one)
		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		  		  	x	  	Will always be Benefiting Participants regardless of Service
		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation Period
		  		  	 ̈	  	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		  		  	 ̈	  	Must be credited with              (max. 6) consecutive calendar months of employment in the Allocation
Period
		  		  	 ̈	  	Must be credited with              (max. 182) consecutive days of employment in the Allocation
Period
			
		  	(c)	  	Participants who Terminate Employment before the last day of the Allocation Period for any other reason (check one)
		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		  		  	x	  	Will always be Benefiting Participants regardless of Service
		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation
Period


  

					
	Prototype 401(k) Non-Std.	  	Page 3 of 5	  	IRS Serial No: M391053a










							
		  		  	 ̈	 	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		  		  	 ̈	 	Must be credited with              (max. 6) consecutive calendar months of employment in the Allocation
Period
		  		  	 ̈	 	Must be credited with              (max. 182) consecutive days of employment in the Allocation
Period
			
	1.7	  	 ̈	  	Catch-Up Contributions. Catch-Up Contributions will be matched under the formula selected in Section 1.5 <
 ̈ but any limitations selected in such formula will be ignored >.
			
	1.8	  	 ̈	  	Voluntary Employee Contributions. Voluntary Employee Contribution will be matched under the formula selected in Section 1.5 <  ̈ but any limitations selected in such formula will be ignored >.
		
	1.9	  	Vesting. A Participant’s Vested Interest in any Non-Safe Harbor Matching Contribution #  3   which is allocated to his
or her Participant’s Account under this Addendum will be determined by the provisions selected below.
			
		  	(a)	  	The Vesting schedule in a non-Top Heavy Plan Year is: (check one)
		  		  	x	 	100% full and immediate
		  		  	 ̈	 	The schedule set forth below

  

									
		  		  		 	1 Year / Period of Service	 	            %
		  		  		 	2 Years / Periods of Service	 	            % (must be at least 20% unless 100% Vesting occurs after 3 years)
		  		  		 	3 Years / Periods of Service	 	            % (must be at least 40%)
		  		  		 	4 Years / Periods of Service	 	            % (must be at least 60%)
		  		  		 	5 Years / Periods of Service	 	            % (must be at least 80%)
		  		  		 	6 Years / Periods of Service	 	            % (must be 100%)
			
		  	(b)	  	The Vesting schedule in a Top Heavy Plan Year is: (check one)
		  		  	 ̈	 	100% full and immediate
		  		  	 ̈	 	The schedule set forth below
					
		  		  		 	1 Year / Period of Service	 	            %
		  		  		 	2 Years / Periods of Service	 	            % (must be at least 20% unless 100% Vesting occurs after 3 years)
		  		  		 	3 Years / Periods of Service	 	            % (must be at least 40%)
		  		  		 	4 Years / Periods of Service	 	            % (must be at least 60%)
		  		  		 	5 Years / Periods of Service	 	            % (must be at least 80%)
		  		  		 	6 Years / Periods of Service	 	            % (must be 100%)
				
		  	(c)	  	 ̈	 	Vesting Schedule for Pre-EGTRRA Contributions. Notwithstanding paragraph (a) above, a Participant’s Vested Interest in Non-Safe Harbor Matching
Contributions which were made to the Plan prior to January 1, 2001 will be determined in accordance with the Vesting schedule in effect when such contributions were made to the Plan.
				
		  	(d)	  	 ̈	 	Service Excluded for Vesting. All Service with the Employer is counted in determining a Participant’s Vested Interest in the Non-Safe Harbor Non-Elective
Contribution Account except the following: (check all that apply)
		  		  		 	 ̈  Service before age 18
		  		  		 	 ̈  Service before the Employer maintained this Plan or a predecessor plan
		  		  		 	 ̈  Service during a period for which the Employee made no mandatory contributions to the Plan
		
	1.10	  	Allocation of Forfeitures. Forfeitures of Non-Safe Harbor Matching Contribution #  3   which are not used to pay
administrative expenses as permitted under Section 3.4 of the Basic Plan will be allocated (or used) as selected below.
			
		  	(a)	  	Forfeitures attributable to Non-Safe Harbor Matching Contributions will be: (check one)



									
		  		  	x	 	1) Used to reduce Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		  		  	 ̈	 	2) Added to Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		  		  	 ̈	 	3) Allocated to Benefiting Participants in the manner selected in paragraphs (b), (c) and (d) below
				
		  	(b)	  	 ̈	 	Method of Allocation. Forfeitures allocated under (a)(3) will be allocated to each Benefiting Participant as follows:
		  		  		 	 ̈  Pro-rata based on his or her Compensation for the Plan Year
		  		  		 	 ̈  Pro-rata based on his or her Elective Deferrals for the Plan Year
		  		  		 	 ̈  Pro-rata based on his or her Non-Safe Harbor Matching Contributions for the Plan Year
		  		  		 	 ̈  Pro-rata based on his or her Non-Safe Harbor Matching Contribution Account
balance


  

					
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		  	(c)	  	 ̈	 	Participants Eligible to Be Benefiting Participants. The following are eligible to be Benefiting Participants for an Allocation Period with respect to Forfeitures
allocated under paragraph (a)(3) above:
		  		  		 	 ̈  Those who are Participants for Elective Deferral purposes
		  		  		 	 ̈  Those who are Participants for Non-Safe Harbor Matching Contribution purposes
		  		  		 	 ̈  Those who are Participants for Non-Safe Harbor Non-Elective Contribution purposes
				
		  	(d)	  	 ̈	 	Benefiting Participants. Any Participant selected in paragraph (c) <  ̈ who is a NHCE for the Allocation
Period > will be a Benefiting Participant for purposes of the allocations under paragraph (a)(3) above, provided the Participant also satisfies the applicable requirements in Section 1.6 of this Addendum.
		
	1.12	  	Definition of Compensation. A Participant’s Compensation for purposes of Non-Safe Harbor Matching Contribution #  3  
will be determined as indicated below.
			
		  	(a)	  	Compensation is defined as: (check one) 
		  		  	x	 	Form W-2 Compensation
		  		  	 ̈	 	Code §3401 Compensation
		  		  	 ̈	 	Safe Harbor Code §415 Compensation
			
		  	(b)	  	Elective contributions under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and §414(h)(2) will: (check one)

		  		  	x	 	Be included as Compensation
		  		  	 ̈	 	Not be included as Compensation
			
		  	(c)	  	The Compensation measuring period is the: (check one) 
		  		  	x	 	Plan Year
		  		  	 ̈	 	Fiscal Year ending on or within the Plan Year
		  		  	 ̈	 	Calendar year ending on or within the Plan Year
				
		  	(d)	  	x	 	The following categories of remuneration will not be counted as Compensation: (check all that apply)
		  		  		 	 ̈	 	1) Compensation received prior to becoming a Participant for Non-Safe Harbor Non-Elective Contributions
		  		  		 	 ̈	 	2) Compensation received while an ineligible Employee under Section 1.2 of the this Addendum
		  		  		 	 ̈	 	3) All items in Regulation §1.414(s)-1(c)(3) (i.e., expense allowances, fringe benefit, moving expenses, etc.)
		  		  		 	 ̈	 	4) Post-Severance Compensation
1
		  		  		 	 ̈	 	5) Deemed 125 Compensation
1
		  		  		 	 ̈	 	6) Bonuses 1
		  		  		 	 ̈	 	7) Overtime 1
		  		  		 	 ̈	 	8) Commissions 1
		  		  		 	x	 	9) Other (describe) 
1	 	 Special pay or benefits; stock option exercise; restricted stock grants; preferred stock
grants;

		  		  		 		 	 performance share grants; long term incentive cash payments; education and tuition; auto
allowance; taxable

		  		  		 		 	 moving items; signing bonuses; retention bonuses; severance earnings; and reimbursements
for gym memberships

		  		  		 		 	  

					
		  		  		 		 	 1         If checked, the Plan’s definition of compensation may fail to
satisfy the safe harbor requirements unless such compensation is excluded only with respect to Highly Compensated Employees under paragraph (e)
below.



											
				
		  	(e)	  	 ̈	 	The amounts excluded under (d)(4) – (9) will only be excluded with respect to: (check all that apply) 
		  		  		 	 ̈	 	Highly Compensated Employees
		  		  		 	 ̈	 	Other (cannot be a class that only includes NHCEs)	 	  

		  		  		 		 	  



SIGNATURE OF THE PLAN SPONSOR 

 

											
	 By
	 	 /s/ Stephen Spradling
	 		 	Title	 	 Plan Administrator

	 Print Name
	 	 Stephen Spradling
	 		 	Date	 	 10/26/09



  

					
	Prototype 401(k) Non-Std.	  	Page 5 of 5	  	IRS Serial No: M391053a









 ADDITIONAL NON-SAFE HARBOR
MATCHING CONTRIBUTIONS 
 ADDENDUM #
  4    
  

			
	PLAN NAME	 	   EnPro Industries, Inc, Retirement Savings Plan for Hourly
Employees


  

											
	1.1	  	Non-Safe Harbor Matching Contribution #  4  . In addition to the Non-Safe Harbor Matching Contributions made pursuant to Section 6
of the Adoption Agreement, the Employer may make Non-Safe Harbor Matching Contribution #  4   to the Plan in accordance with this Addendum. These contributions are not intended to automatically satisfy the ACP
Test,
		
	1.2.	  	Eligible Employees. Solely for purposes of Non-Safe Harbor Matching Contribution #  4  , all Employees of the Employers
indicated in paragraph (a) below are considered Eligible Employees unless otherwise indicated in paragraph (b) below,
			
		  	(a)	  	Employees of the following Employers are eligible for Non-Safe Harbor Matching Contribution #  4  
				
		  		  	1.	  	 Garlock Rubber Technologies

		  		  	2.	  	 Quincy Compressor-AL

		  		  	3.	  	  

		  		  	4.	  	  

		  		  	5.	  	  

		  		  	6.	  	  

		  		  	7.	  	  

		  		  	8.	  	  

		  		  	9.	  	  

		  		  	10.	  	  

		  		  	11.	  	  

				
		  	(b)	  	x	  	Notwithstanding paragraph (a), the following classes of Employees of the Employers indicated in paragraph (a) are not eligible for Non-Safe Harbor Matching
Contribution #  4   : (check all that apply)
		  		  		  	x	  	Union Employees	  	
		  		  		  	x	  	Non-Resident Alien Employee	  	
		  		  		  	 ̈	  	“Merger and Acquisition” Employees (but only during the statutory exclusion period)
		  		  		  	 ̈	  	Highly Compensated Employees 1
		  		  		  	x	  	Leased Employees (not otherwise excluded by statute) 1
		  		  		  	 ̈	  	Employees of an Affiliated Employer that does not adopt this Plan 1
		  		  		  	 ̈	  	Key Employees <  ̈ but only those who are also Highly Compensated Employees > 1

		  		  		  	x	  	Employees who are paid primarily by salary
1

		  		  		  	 ̈	  	Employees who are paid primarily by the hour
1

		  		  		  	 ̈	  	Employees who are paid primarily by commissions
1

		  		  		  	x	  	Other (cannot be age or service related) 1	  	 Supplemental contract workers and part-time/seasonal employees.

		  		  		  		  	 However, any part-time/seasonal employee who works at least 1,000 hours during an
eligibility computation

		  		  		  		  	 period will be eligible to participate.

		  		  		  		  	  

		  		  		  		  	  

		  		  		  		  	  

		  		  		  		  	  

		  		  		  		  	  

				
		  		  		  	 1         Even if checked these employees are still included in
determining if the Plan satisfies the requirements of Code §410(b).

		
	1.3	  	Minimum Age and Service Requirements. Solely for purposes of Non-Safe Harbor Matching Contribution #  4   , an Eligible
Employee (see Section 1.2 above) will be eligible to enter the Plan as a Participant on the applicable Entry Date upon satisfying the following age and/or service requirements: 
			
		  	(a)	  	Age Requirement   0   (max. 21 – enter zero if none)
			
		  	(b)	  	Service Requirement (check one)
		  		  	x	  	1)    None
		  		  	 ̈	  	2)                -Year Period of Service (max. 2, but Vesting
must be 100% if more than 1 year is used)
		  		  	 ̈	  	3)                -month Period of Service (max. 24, but Vesting must be
100% if more than 12 months are used)
		  		  	 ̈	  	4)                -week Period of Service (max. 104, but Vesting must be
100% if more than 52 weeks are used)


  

					
	Prototype 401(k) Non-Std.	  	Page 1 of 5	  	IRS Serial No: M391053a










									
		  		  	 ̈	  	5)	  	            -day Period of Service (max. 730, but Vesting must be 100% if more than 365 days are
used)
		  		  	 ̈	  	6)	  	             Year(s) of Service (max. 2, but Vesting must be 100% if more than 1 year is
used)
		  		  	 ̈	  	7)	  	1 Year of Service, or if earlier,              (max. 11) consecutive calendar months of
employment
		  		  		  		  	 ̈ in which the Employee is credited with at least             
Hours of Service per month
		  		  	 ̈	  	8)	  	1 Year of Service, or if earlier,              (max. 51) consecutive weeks of
employment
		  		  		  		  	 ̈ in which the Employee is credited with at least             
Hours of Service per week
		  		  	 ̈	  	9)	  	1 Year of Service, or if earlier,              (max. 364) consecutive days of
employment
		  		  		  		  	 ̈ in which the Employee is credited with at least             
Hours of Service per day
		
	1.4	  	Entry Dates. Solely for purposes of Employer contribution #  4   an Eligible Employee who has satisfied the age and service
requirements in Section 1.3 will enter the Plan as a Participant on the entry date selected below.
		
		  	Note: If Section 1.3(b)(7), (8) or (9) is checked, an Eligible Employee who is entering the Plan as a Participant after satisfying the 1 Year of
Service component of such service requirement will enter the Plan as a Participant on the earlier of (1) the first day of the Plan Year that occurs after the date he or she satisfies the 1 Year of Service requirement (and any applicable age
requirement) or (2) the date that occurs six months after the date he or she satisfies the 1 Year of Service requirement (and any applicable age requirement). The Entry Date(s) selected below will only apply to an Eligible Employee who is
entering the Plan as a Participant after satisfying the months, days or weeks component of such service requirement (and any applicable age requirement).
			
		  	 ̈	  	Retroactive to the first day of the Plan Year in which the requirements are satisfied.
		  	 ̈	  	The first day of the Plan Year coincident with or following the date the requirements are satisfied. 1
		  	 ̈	  	The first day of the Plan Year nearest the date the requirements are satisfied.
		  	 ̈	  	The last day of the Plan Year coincident with or following the date the requirements are satisfied. 1
		  	 ̈	  	The last day of the Plan Year nearest the date the requirements are satisfied.
		  	 ̈	  	The first day of the month coincident with or following the date the requirements are satisfied.
		  	 ̈	  	The first day of the payroll period coincident with or following the date the requirements are satisfied.
		  	x	  	The same day the requirements are satisfied.
		  	 ̈	  	The first day of the 1st or 7th month
coincident with or following the date the requirements are satisfied.
		  	 ̈	  	The last day of the 6th or 12th
month coincident with or following the date the requirements are satisfied.
		  	 ̈	  	The first day of the 1st , 4th,
7th or 10th month coincident with or following the date the requirements are
satisfied.
		  	 ̈	  	The last day of the 3rd, 6th,
9th or 12th month coincident with or following the date the requirements are
satisfied.
		
		  	 1         This option cannot be checked if the age requirement in
1.3(a) is 21 and/or if one of the following service requirements is checked: 1.3(b)(2); 1.3(b)(3) and the number of months is more than 6; 1.3(b)(4) and the number of weeks selected is more than 26; 1.3(b)(5) and the number of days is more than 182;
or 1.3(b)(6).

		
	1.5	  	Contribution Formula. Non-Safe Harbor Matching Contribution #  4   made pursuant to the terms of this Addendum will be
determined in accordance with the formula selected below.
				
		  	(a)	  	 ̈	  	Totally Discretionary Formula (Non-Tiered). Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer’s Non-Safe Harbor
Matching Contribution for any Allocation Period is totally discretionary.
				
		  	(b)	  	 ̈	  	Discretionary Formula (Tiered or Non-Tiered) With Fixed Maximum. Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer
may make a Non-Safe Harbor Matching Contribution for any Allocation Period equal to a discretionary percentage of each Benefiting Participant’s Elective Deferrals, not to exceed the following amount for any Allocation Period on behalf of any
Benefiting Participant:
					
		  		  		  	 ̈	  	            % (max. 100%) of a Benefiting Participant’s Elective Deferrals
		  		  		  	 ̈	  	            % of a Benefiting Participant’s Compensation (the % cannot exceed the minimum deferral % in
4.4(a))
		  		  		  	 ̈	  	$             for a Benefiting Participant
		  		  		  	 ̈	  	The lesser of             % of a Benefiting Participant’s Compensation or
$            
		  		  		  	 ̈	  	            % (max. 100%) of a Participant Elective Deferrals that do not exceed
            % of his or her Compensation
				
		  	(c)	  	x	  	Mandatory Non-Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution equal to   100  %
(max. 100%) of each Benefiting Participant’s Elective Deferrals x not to exceed the following for an Allocation Period:
					
		  		  		  	x	  	Elective Deferrals in excess of   5  % of each Benefiting Participant’s Compensation
		  		  		  	 ̈	  	$             for each Benefiting Participant


  

					
	Prototype 401(k) Non-Std.	  	Page 2 of 5	  	IRS Serial No: M391053a










											
		 		  		  		  	 ̈	  	The lesser of Elective Deferrals in excess of             % of each Benefiting Participant’s Compensation
or $            
					
		 		  	(d)	  	 ̈	  	Mandatory Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the amount determined by the
tiered formula below. (check each tier that applies, but note that the rate of Non-Safe Harbor Matching Contributions cannot increase as Elective Deferrals increase)
						
		 		  		  		  	 ̈	  	1st tier             % of Elective Deferrals that do not exceed
            % of Compensation
		 		  		  		  	 ̈	  	2nd tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	3rd tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	4th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	5th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	6th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	7th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	8th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	9th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	10th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
					
		 		  	(e)	  	 ̈	  	Mandatory Years/Periods of Service Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the Matching
percentage indicated below of each Benefiting Participant’s Elective Deferrals based on the Benefiting Participant’s <  ̈ 1-Year Periods of Service > <  ̈ Years of Service, and a Year of Service for purposes of this Section is a Plan Year in which a Participant is credited with             
(max. 1,000) Hours of Service >, subject to any limitations indicated below. (check each tier that applies)
					
		 		  		  		  	Years/Periods of Service     Matching %
					
		 		  		  		  	
            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

			
		 	1.6	  	Allocation Requirements. Any Employee who has entered the Plan as a Participant for purposes of Non-Safe Harbor Matching Contribution
#  4   and who makes an Elective Deferral during an Allocation Period <  ̈ and who is an NHCE for that Allocation Period > will be a Benefiting Participant for
that Allocation Period for purposes of Non-Safe Harbor Matching Contribution #  4   as indicated below < x provided the Participant is still an Eligible Employee under
Section 1.2(b) on the last day of the Allocation Period (or earlier Termination of Employment) >.
				
		 		  	(a)	  	Participants who are still Employees on the last day of the Allocation Period (check one)
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
		 		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation
Period
		 		  		  	 ̈	  	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		 		  		  	 ̈	  	Must be credited with              (max. 6) consecutive calendar months of employment in the
Allocation Period
		 		  		  	 ̈	  	Must be credited with              (max. 182) consecutive days of employment in the
Allocation Period
				
		 		  	(b)	  	Participants who Terminate Employment before the last day of the Allocation Period because of retirement on or after Normal Retirement Age <  ̈ or Early Retirement Age >, or because of death or Disability (check one)
		 		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
		 		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation
Period
		 		  		  	 ̈	  	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		 		  		  	 ̈	  	Must be credited with              (max. 6) consecutive calendar months of employment in the
Allocation Period
		 		  		  	 ̈	  	Must be credited with             (max. 182) consecutive days of employment in the
Allocation Period
				
		 		  	(c)	  	Participants who Terminate Employment before the last day of the Allocation Period for any other reason
(check one)
		 		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
		 		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation
Period


  

					
	Prototype 401(k) Non-Std.	  	Page 3 of 5	  	IRS Serial No: M391053a










							
		  		  	 ̈	 	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		  		  	 ̈	 	Must be credited with              (max. 6) consecutive calendar months of employment in the Allocation
Period
		  		  	 ̈	 	Must be credited with              (max. 182) consecutive days of employment in the Allocation
Period
			
	1.7	  	 ̈	  	Catch-Up Contributions. Catch-Up Contributions will be matched under the formula selected in Section 1.5 <
 ̈ but any limitations selected in such formula will be ignored >.
			
	1.8	  	 ̈	  	Voluntary Employee Contributions. Voluntary Employee Contribution will be matched under the formula selected in Section 1.5 <  ̈ but any limitations selected in such formula will be ignored >.
		
	1.9	  	Vesting. A Participant’s Vested Interest in any Non-Safe Harbor Matching Contribution #  4   which is allocated to his
or her Participant’s Account under this Addendum will be determined by the provisions selected below.
			
		  	(a)	  	The Vesting schedule in a non-Top Heavy Plan Year is: (check one)
		  		  	x	 	100% full and immediate
		  		  	 ̈	 	The schedule set forth below

  

									
		  		  		 	1 Year / Period of Service	 	            %
		  		  		 	2 Years / Periods of Service	 	            % (must be at least 20% unless 100% Vesting occurs after 3 years)
		  		  		 	3 Years / Periods of Service	 	            % (must be at least 40%)
		  		  		 	4 Years / Periods of Service	 	            % (must be at least 60%)
		  		  		 	5 Years / Periods of Service	 	            % (must be at least 80%)
		  		  		 	6 Years / Periods of Service	 	            % (must be 100%)
			
		  	(b)	  	The Vesting schedule in a Top Heavy Plan Year is: (check one)
		  		  	 ̈	 	100% full and immediate
		  		  	 ̈	 	The schedule set forth below
					
		  		  		 	1 Year / Period of Service	 	            %
		  		  		 	2 Years / Periods of Service	 	            % (must be at least 20% unless 100% Vesting occurs after 3 years)
		  		  		 	3 Years / Periods of Service	 	            % (must be at least 40%)
		  		  		 	4 Years / Periods of Service	 	            % (must be at least 60%)
		  		  		 	5 Years / Periods of Service	 	            % (must be at least 80%)
		  		  		 	6 Years / Periods of Service	 	            % (must be 100%)
				
		  	(c)	  	 ̈	 	Vesting Schedule for Pre-EGTRRA Contributions. Notwithstanding paragraph (a) above, a Participant’s Vested Interest in Non-Safe Harbor Matching
Contributions which were made to the Plan prior to January 1, 2001 will be determined in accordance with the Vesting schedule in effect when such contributions were made to the Plan.
				
		  	(d)	  	 ̈	 	Service Excluded for Vesting. All Service with the Employer is counted in determining a Participant’s Vested Interest in the Non-Safe Harbor Non-Elective
Contribution Account except the following: (check all that apply)
		  		  		 	 ̈  Service before age 18
		  		  		 	 ̈  Service before the Employer maintained this Plan or a predecessor plan
		  		  		 	 ̈  Service during a period for which the Employee made no mandatory contributions to the Plan
		
	1.10	  	Allocation of Forfeitures. Forfeitures of Non-Safe Harbor Matching Contribution #  4   which are not used to pay
administrative expenses as permitted under Section 3.4 of the Basic Plan will be allocated (or used) as selected below.
			
		  	(a)	  	Forfeitures attributable to Non-Safe Harbor Matching Contributions will be: (check one)



									
		  		  	x	 	1) Used to reduce Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		  		  	 ̈	 	2) Added to Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		  		  	 ̈	 	3) Allocated to Benefiting Participants in the manner selected in paragraphs (b), (c) and (d) below
				
		  	(b)	  	 ̈	 	Method of Allocation. Forfeitures allocated under (a)(3) will be allocated to each Benefiting Participant as follows:
		  		  		 	 ̈  Pro-rata based on his or her Compensation for the Plan Year
		  		  		 	 ̈  Pro-rata based on his or her Elective Deferrals for the Plan Year
		  		  		 	 ̈  Pro-rata based on his or her Non-Safe Harbor Matching Contributions for the Plan Year
		  		  		 	 ̈  Pro-rata based on his or her Non-Safe Harbor Matching Contribution Account
balance


  

					
	Prototype 401(k) Non-Std.	  	Page 4 of 5	  	IRS Serial No: M391053a










													
		  	(c)	  	 ̈	  	Participants Eligible to Be Benefiting Participants. The following are eligible to be Benefiting Participants for an Allocation Period with respect to Forfeitures
allocated under paragraph (a)(3) above:
		  		  		  	 ̈	  	Those who are Participants for Elective Deferral purposes
		  		  		  	 ̈	  	Those who are Participants for Non-Safe Harbor Matching Contribution purposes
		  		  		  	 ̈	  	Those who are Participants for Non-Safe Harbor Non-Elective Contribution purposes
				
		  	(d)	  	 ̈	  	Benefiting Participants. Any Participant selected in paragraph (c) <  ̈ who is a NHCE for the Allocation
Period > will be a Benefiting Participant for purposes of the allocations under paragraph (a)(3) above, provided the Participant also satisfies the applicable requirements in Section 1.6 of this Addendum.
		
	1.12 	  	Definition of Compensation. A Participant’s Compensation for purposes of Non-Safe Harbor Matching Contribution #  4   will
be determined as indicated below.
			
		  	(a)	  	Compensation is defined as: (check one) 
		  		  	x	  	Form W-2 Compensation
		  		  	 ̈	  	Code §3401 Compensation
		  		  	 ̈	  	Safe Harbor Code §415 Compensation
			
		  	(b)	  	Elective contributions under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and §414(h)(2) will: (check
one)
		  		  	x	  	Be included as Compensation
		  		  	 ̈	  	Not be included as Compensation
			
		  	(c)	  	The Compensation measuring period is the: (check one) 
		  		  	x	  	Plan Year
		  		  	 ̈	  	Fiscal Year ending on or within the Plan Year
		  		  	 ̈	  	Calendar year ending on or within the Plan Year
				
		  	(d)	  	x	  	The following categories of remuneration will not be counted as Compensation: (check all that apply)
		  		  		  	 ̈	  	1) Compensation received prior to becoming a Participant for Non-Safe Harbor Non-Elective Contributions
		  		  		  	 ̈	  	2) Compensation received while an ineligible Employee under Section 1.2 of this Addendum
		  		  		  	 ̈	  	3) All items in Regulation §1.414(s)-1(c)(3) (i.e., expense allowances, fringe benefit, moving expenses, etc.)
		  		  		  	 ̈	  	4) Post-Severance Compensation
1
		  		  		  	 ̈	  	5) Deemed 125 Compensation
1
		  		  		  	 ̈	  	6) Bonuses
1
		  		  		  	 ̈	  	7) Overtime
1
		  		  		  	 ̈	  	8) Commissions
1
		  		  		  	x	  	9) Other (describe) 
1	  	 Special pay or benefits; stock option exercise; restricted stock grants; preferred stock
grants;

		  		  		  		  	 performance share grants; long term incentive cash payments; education and tuition; auto
allowance; taxable 

		  		  		  		  	 moving items; signing bonuses; retention bonuses; severance earnings; and reimbursements for
gym memberships

		  		  		  		  	  

					
		  		  		  		  	 1         If checked, the Plan’s definition of
compensation may fail to satisfy the safe harbor requirements unless such compensation is excluded only with respect to Highly Compensated Employees under paragraph (e)
below.



													
				
		  	(e)	  	 ̈	  	The amounts excluded under (d)(4) – (9) will only be excluded with respect to: (check all that apply) 
		  		  		  	 ̈	  	Highly Compensated Employees
		  		  		  	 ̈	  	Other (cannot be a class that only includes NHCEs)	  	  

		  		  		  		  	  


 SIGNATURE OF THE PLAN SPONSOR

  

											
	 By
	 	 /s/ Stephen Spradling
	 		 	Title	 	 Plan Administrator

	 Print Name
	 	 Stephen Spradling
	 		 	Date	 	 10/26/09



  

					
	Prototype 401(k) Non-Std.	  	Page 5 of 5	  	IRS Serial No: M391053a









 ADDITIONAL NON-SAFE HARBOR
MATCHING CONTRIBUTIONS 
 ADDENDUM #   5  

  

			
	PLAN NAME	  	   EnPro Industries, Inc, Retirement Savings Plan for Hourly
Employees


  

											
	1.1	  	Non-Safe Harbor Matching Contribution #  5  . In addition to the Non-Safe Harbor Matching Contributions made pursuant to
Section 6 of the Adoption Agreement, the Employer may make Non-Safe Harbor Matching Contribution #  5   to the Plan in accordance with this Addendum. These contributions are not intended to automatically
satisfy the ACP Test,
		
	1.2.	  	Eligible Employees. Solely for purposes of Non-Safe Harbor Matching Contribution #  5  , all Employees of the Employers
indicated in paragraph (a) below are considered Eligible Employees unless otherwise indicated in paragraph (b) below,
			
		  	(a)	  	Employees of the following Employers are eligible for Non-Safe Harbor Matching Contribution #  5  
				
		  		  	1.	  	 Air Perfection, Inc.

		  		  	2.	  	  

		  		  	3.	  	  

		  		  	4.	  	  

		  		  	5.	  	  

		  		  	6.	  	  

		  		  	7.	  	  

		  		  	8.	  	  

		  		  	9.	  	  

		  		  	10.	  	  

		  		  	11.	  	  

				
		  	(b)	  	x	  	Notwithstanding paragraph (a), the following classes of Employees of the Employers indicated in paragraph (a) are not eligible for Non-Safe Harbor Matching
Contribution #  5  : (check all that apply)
		  		  		  	x	  	Union Employees
		  		  		  	x	  	Non-Resident Alien Employee
		  		  		  	 ̈	  	“Merger and Acquisition” Employees (but only during the statutory exclusion period)
		  		  		  	 ̈	  	Highly Compensated Employees 1	  	
		  		  		  	x	  	Leased Employees (not otherwise excluded by statute) 1
		  		  		  	 ̈	  	Employees of an Affiliated Employer that does not adopt this Plan 1
		  		  		  	 ̈	  	Key Employees <  ̈ but only those who are also Highly Compensated Employees > 1
		  		  		  	x	  	Employees who are paid primarily by salary 1
		  		  		  	 ̈	  	Employees who are paid primarily by the hour 1
		  		  		  	 ̈	  	Employees who are paid primarily by commissions 1
		  		  		  	x	  	Other (cannot be age or service related) 1	  	 Supplemental contract workers and part-time/seasonal

		  		  		  		  	 employees. However, any part-time/seasonal employee who works at least 1,000 hours during
an eligibility

		  		  		  		  	 computation period will be eligible to participate.

		  		  		  		  	  

		  		  		  		  	  

		  		  		  		  	  

		  		  		  		  	  

		  		  		  		  	  

				
		  		  		  	 1         Even if checked these employees are still included in
determining if the Plan satisfies the requirements of Code §410(b).

		
	1.3	  	Minimum Age and Service Requirements. Solely for purposes of Non-Safe Harbor Matching Contribution #  5  , an Eligible
Employee (see Section 1.2 above) will be eligible to enter the Plan as a Participant on the applicable Entry Date upon satisfying the following age and/or service requirements:
			
		  	(a)	  	Age Requirement   0   (max. 21 – enter zero if none)
			
		  	(b)	  	Service Requirement (check one)
		  		  	x	  	1)	  	 None

		  		  	 ̈	  	2)	  	            -Year Period of Service (max. 2, but Vesting must be 100% if more than 1 year
is used)
		  		  	 ̈	  	3)	  	            -month Period of Service (max. 24, but Vesting must be 100% if more than 12
months are used)
		  		  	 ̈	  	4)	  	            -week Period of Service (max. 104, but Vesting must be 100% if more than 52
weeks are used)


  

					
	Prototype 401(k) Non-Std.	  	Page 1 of 5	  	IRS Serial No: M391053a










									
		  		  	 ̈	  	5)	  	            -day Period of Service (max. 730, but Vesting must be 100% if more than 365 days are
used)
		  		  	 ̈	  	6)	  	             Year(s) of Service (max. 2, but Vesting must be 100% if more than 1 year is
used)
		  		  	 ̈	  	7)	  	1 Year of Service, or if earlier,              (max. 11) consecutive calendar months of
employment
		  		  		  		  	 ̈ in which the Employee is credited with at least             
Hours of Service per month
		  		  	 ̈	  	8)	  	1 Year of Service, or if earlier,              (max. 51) consecutive weeks of
employment
		  		  		  		  	 ̈ in which the Employee is credited with at least             
Hours of Service per week
		  		  	 ̈	  	9)	  	1 Year of Service, or if earlier,              (max. 364) consecutive days of
employment
		  		  		  		  	 ̈ in which the Employee is credited with at least             
Hours of Service per day
		
	1.4	  	Entry Dates. Solely for purposes of Employer contribution #  5   an Eligible Employee who has satisfied the age and service
requirements in Section 1.3 will enter the Plan as a Participant on the entry date selected below.
		
		  	Note: If Section 1.3(b)(7), (8) or (9) is checked, an Eligible Employee who is entering the Plan as a Participant after satisfying the 1 Year of
Service component of such service requirement will enter the Plan as a Participant on the earlier of (1) the first day of the Plan Year that occurs after the date he or she satisfies the 1 Year of Service requirement (and any applicable age
requirement) or (2) the date that occurs six months after the date he or she satisfies the 1 Year of Service requirement (and any applicable age requirement). The Entry Date(s) selected below will only apply to an Eligible Employee who is
entering the Plan as a Participant after satisfying the months, days or weeks component of such service requirement (and any applicable age requirement).
			
		  	 ̈	  	Retroactive to the first day of the Plan Year in which the requirements are satisfied.
		  	 ̈	  	The first day of the Plan Year coincident with or following the date the requirements are satisfied. 1
		  	 ̈	  	The first day of the Plan Year nearest the date the requirements are satisfied.
		  	 ̈	  	The last day of the Plan Year coincident with or following the date the requirements are satisfied. 1
		  	 ̈	  	The last day of the Plan Year nearest the date the requirements are satisfied.
		  	 ̈	  	The first day of the month coincident with or following the date the requirements are satisfied.
		  	 ̈	  	The first day of the payroll period coincident with or following the date the requirements are satisfied.
		  	x	  	The same day the requirements are satisfied.
		  	 ̈	  	The first day of the 1st or 7th month
coincident with or following the date the requirements are satisfied.
		  	 ̈	  	The last day of the 6th or 12th
month coincident with or following the date the requirements are satisfied.
		  	 ̈	  	The first day of the 1st , 4th,
7th or 10th month coincident with or following the date the requirements are
satisfied.
		  	 ̈	  	The last day of the 3rd, 6th,
9th or 12th month coincident with or following the date the requirements are
satisfied.
		
		  	 1         
This option cannot be checked if the age requirement in 1.3(a)
is 21 and/or if one of the following service requirements is checked: 1.3(b)(2); 1.3(b)(3) and the number of months is more than 6; 1.3(b)(4) and the number of weeks selected is more than 26; 1.3(b)(5) and the number of days is more than 182; or
1.3(b)(6).

		
	1.5	  	Contribution Formula. Non-Safe Harbor Matching Contribution #  5   made pursuant to the terms of this Addendum will be
determined in accordance with the formula selected below.
				
		  	(a)	  	 ̈	  	Totally Discretionary Formula (Non-Tiered). Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer’s Non-Safe Harbor
Matching Contribution for any Allocation Period is totally discretionary.
				
		  	(b)	  	 ̈	  	Discretionary Formula (Tiered or Non-Tiered) With Fixed Maximum. Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer
may make a Non-Safe Harbor Matching Contribution for any Allocation Period equal to a discretionary percentage of each Benefiting Participant’s Elective Deferrals, not to exceed the following amount for any Allocation Period on behalf of any
Benefiting Participant:
					
		  		  		  	 ̈	  	            % (max. 100%) of a Benefiting Participant’s Elective Deferrals
		  		  		  	 ̈	  	            % of a Benefiting Participant’s Compensation (the % cannot exceed the minimum deferral % in
4.4(a))
		  		  		  	 ̈	  	$             for a Benefiting Participant
		  		  		  	 ̈	  	The lesser of             % of a Benefiting Participant’s Compensation or
$            
		  		  		  	 ̈	  	            % (max. 100%) of a Participant Elective Deferrals that do not exceed
            % of his or her Compensation
				
		  	(c)	  	 ̈	  	Mandatory Non-Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution equal to
            % (max. 100%) of each Benefiting Participant’s Elective Deferrals x not to exceed the following
for an Allocation Period:
					
		  		  		  	 ̈	  	Elective Deferrals in excess of             % of each Benefiting Participant’s
Compensation
		  		  		  	 ̈	  	$             for each Benefiting Participant


  

					
	Prototype 401(k) Non-Std.	  	Page 2 of 5	  	IRS Serial No: M391053a










									
		  		  		  	 ̈	  	The lesser of Elective Deferrals in excess of             % of each Benefiting Participant’s Compensation or
$            
				
		  	(d)	  	x	  	Mandatory Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the amount determined by the
tiered formula below. (check each tier that applies, but note that the rate of Non-Safe Harbor Matching Contributions cannot increase as Elective Deferrals increase)
					
		  		  		  	 ̈	  	1st tier             % of Elective Deferrals that do not exceed
  3  % of Compensation 
		  		  		  	 ̈	  	2nd tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	3rd tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	4th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	5th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	6th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	7th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	8th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	9th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	10th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
				
		  	(e)	  	 ̈	  	Mandatory Years/Periods of Service Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the Matching
percentage indicated below of each Benefiting Participant’s Elective Deferrals based on the Benefiting Participant’s <  ̈ 1-Year Periods of Service > <  ̈ Years of Service, and a Year of Service for purposes of this Section is a Plan Year in which a Participant is credited with             
(max. 1,000) Hours of Service >, subject to any limitations indicated below. (check each tier that applies) 


 

									
		  		  		  	Years/Periods of Service	  	Matching %
					
		  		  		  	            to            	  	            % <  ̈ up to
$             > <  ̈ up to            % of Compensation
>
		  		  		  	            to            	  	            % <  ̈ up to
$             > <  ̈ up to            % of Compensation
>
		  		  		  	            to            	  	            % <  ̈ up to
$             > <  ̈ up to            % of Compensation
>
		  		  		  	            to            	  	            % <  ̈ up to
$             > <  ̈ up to            % of Compensation
>
		  		  		  	            to            	  	            % <  ̈ up to
$             > <  ̈ up to            % of Compensation
>

  

							
	1.6	  	Allocation Requirements. Any Employee who has entered the Plan as a Participant for purposes of Non-Safe Harbor Matching Contribution
#  5   and who makes an Elective Deferral during an Allocation Period <  ̈ and who is an NHCE for that Allocation Period > will be a Benefiting Participant for
that Allocation Period for purposes of Non-Safe Harbor Matching Contribution #  5   as indicated below < x provided the Participant is still an Eligible Employee
under Section 1.2(b) on the last day of the Allocation Period (or earlier Termination of Employment) >.
			
		  	(a)	  	Participants who are still Employees on the last day of the Allocation Period (check one)
		  		  	x	  	Will always be Benefiting Participants regardless of Service
		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation Period
		  		  	 ̈	  	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		  		  	 ̈	  	Must be credited with              (max. 6) consecutive calendar months of employment in the Allocation
Period
		  		  	 ̈	  	Must be credited with              (max. 182) consecutive days of employment in the Allocation
Period
			
		  	(b)	  	Participants who Terminate Employment before the last day of the Allocation Period because of retirement on or after Normal Retirement Age <  ̈ or Early Retirement Age >, or because of death or Disability (check one)
		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		  		  	x	  	Will always be Benefiting Participants regardless of Service
		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation Period
		  		  	 ̈	  	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		  		  	 ̈	  	Must be credited with              (max. 6) consecutive calendar months of employment in the Allocation
Period
		  		  	 ̈	  	Must be credited with              (max. 182) consecutive days of employment in the Allocation
Period
			
		  	(c)	  	Participants who Terminate Employment before the last day of the Allocation Period for any other reason (check one)
		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		  		  	x	  	Will always be Benefiting Participants regardless of Service
		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation
Period


  

					
	Prototype 401(k) Non-Std.	  	Page 3 of 5	  	IRS Serial No: M391053a










							
		  		  	 ̈	 	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		  		  	 ̈	 	Must be credited with              (max. 6) consecutive calendar months of employment in the Allocation
Period 
		  		  	 ̈	 	Must be credited with              (max. 182) consecutive days of employment in the Allocation
Period
			
	1.7	  	 ̈	  	Catch-Up Contributions. Catch-Up Contributions will be matched under the formula selected in Section 1.5 <
 ̈ but any limitations selected in such formula will be ignored >.
			
	1.8	  	 ̈	  	Voluntary Employee Contributions. Voluntary Employee Contribution will be matched under the formula selected in Section 1.5 <  ̈ but any limitations selected in such formula will be ignored >.
		
	1.9	  	Vesting. A Participant’s Vested Interest in any Non-Safe Harbor Matching Contribution #   5   which is allocated
to his or her Participant’s Account under this Addendum will be determined by the provisions selected below.
			
		  	(a)	  	The Vesting schedule in a non-Top Heavy Plan Year is: (check one)
		  		  	x	 	100% full and immediate
		  		  	 ̈	 	The schedule set forth below

  

									
		  		  		  	1 Year / Period of Service	  	            %
		  		  		  	2 Years / Periods of Service	  	            % (must be at least 20% unless 100% Vesting occurs after 3 years)
		  		  		  	3 Years / Periods of Service	  	            % (must be at least 40%)
		  		  		  	4 Years / Periods of Service	  	            % (must be at least 60%)
		  		  		  	5 Years / Periods of Service	  	            % (must be at least 80%)
		  		  		  	6 Years / Periods of Service	  	            % (must be 100%)
			
		  	(b)	  	The Vesting schedule in a Top Heavy Plan Year is: (check one)
		  		  	 ̈	  	100% full and immediate
		  		  	 ̈	  	The schedule set forth below
					
		  		  		  	1 Year / Period of Service	  	            %
		  		  		  	2 Years / Periods of Service	  	            % (must be at least 20% unless 100% Vesting occurs after 3 years)
		  		  		  	3 Years / Periods of Service	  	            % (must be at least 40%)
		  		  		  	4 Years / Periods of Service	  	            % (must be at least 60%)
		  		  		  	5 Years / Periods of Service	  	            % (must be at least 80%)
		  		  		  	6 Years / Periods of Service	  	            % (must be 100%)


											
				
		  	(c)	  	 ̈	  	Vesting Schedule for Pre-EGTRRA Contributions. Notwithstanding paragraph (a) above, a Participant’s Vested Interest in Non-Safe Harbor Matching
Contributions which were made to the Plan prior to January 1, 2001 will be determined in accordance with the Vesting schedule in effect when such contributions were made to the Plan.
				
		  	(d)	  	 ̈	  	Service Excluded for Vesting. All Service with the Employer is counted in determining a Participant’s Vested Interest in the Non-Safe Harbor Non-Elective
Contribution Account except the following: (check all that apply)
		  		  		  	 ̈	  	Service before age 18
		  		  		  	 ̈	  	Service before the Employer maintained this Plan or a predecessor plan
		  		  		  	 ̈	  	Service during a period for which the Employee made no mandatory contributions to the Plan
		
	1.10	  	Allocation of Forfeitures. Forfeitures of Non-Safe Harbor Matching Contribution #  5   which are not used to pay
administrative expenses as permitted under Section 3.4 of the Basic Plan will be allocated (or used) as selected below.
			
		  	(a)	  	Forfeitures attributable to Non-Safe Harbor Matching Contributions will be: (check one)
		  		  	x	  	1) Used to reduce Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		  		  	 ̈	  	2) Added to Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		  		  	 ̈	  	3) Allocated to Benefiting Participants in the manner selected in paragraphs (b), (c) and (d) below
				
		  	(b)	  	 ̈	  	Method of Allocation. Forfeitures allocated under (a)(3) will be allocated to each Benefiting Participant as follows:
		  		  		  	 ̈	  	Pro-rata based on his or her Compensation for the Plan Year
		  		  		  	 ̈	  	Pro-rata based on his or her Elective Deferrals for the Plan Year
		  		  		  	 ̈	  	Pro-rata based on his or her Non-Safe Harbor Matching Contributions for the Plan Year
		  		  		  	 ̈	  	Pro-rata based on his or her Non-Safe Harbor Matching Contribution Account balance


  

					
	Prototype 401(k) Non-Std.	  	Page 4 of 5	  	IRS Serial No: M391053a










													
		  	(c)	  	 ̈	  	Participants Eligible to Be Benefiting Participants. The following are eligible to be Benefiting Participants for an Allocation Period with respect to Forfeitures
allocated under paragraph (a)(3) above:
		  		  		  	 ̈	  		  	Those who are Participants for Elective Deferral purposes
		  		  		  	 ̈	  		  	Those who are Participants for Non-Safe Harbor Matching Contribution purposes
		  		  		  	 ̈	  		  	Those who are Participants for Non-Safe Harbor Non-Elective Contribution purposes
				
		  	(d)	  	 ̈	  	Benefiting Participants. Any Participant selected in paragraph (c) <  ̈ who is a NHCE for the Allocation
Period > will be a Benefiting Participant for purposes of the allocations under paragraph (a)(3) above, provided the Participant also satisfies the applicable requirements in Section 1.6 of this Addendum.
		
	1.12 	  	Definition of Compensation. A Participant’s Compensation for purposes of Non-Safe Harbor Matching Contribution #
  2   will be determined as indicated below. 
			
		  	(a)	  	Compensation is defined as: (check one) 
		  		  	x	  	Form W-2 Compensation
		  		  	 ̈	  	Code §3401 Compensation
		  		  	 ̈	  	Safe Harbor Code §415 Compensation
			
		  	(b)	  	Elective contributions under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and §414(h)(2) will: (check
one)
		  		  	x	  	Be included as Compensation
		  		  	 ̈	  	Not be included as Compensation
			
		  	(c)	  	The Compensation measuring period is the: (check one) 
		  		  	x	  	Plan Year
		  		  	 ̈	  	Fiscal Year ending on or within the Plan Year
		  		  	 ̈	  	Calendar year ending on or within the Plan Year
				
		  	(d)	  	x	  	The following categories of remuneration will not be counted as Compensation: (check all that apply)
		  		  		  	 ̈	  	1) Compensation received prior to becoming a Participant for Non-Safe Harbor Non-Elective Contributions
		  		  		  	 ̈	  	2) Compensation received while an ineligible Employee under Section 1.2 of this Addendum
		  		  		  	 ̈	  	3) All items in Regulation §1.414(s)-1(c)(3) (i.e., expense allowances, fringe benefit, moving expenses, etc.)
		  		  		  	 ̈	  	4) Post-Severance Compensation
1
		  		  		  	 ̈	  	5) Deemed 125 Compensation
1
		  		  		  	 ̈	  	6) Bonuses
1
		  		  		  	 ̈	  	7) Overtime
1
		  		  		  	 ̈	  	8) Commissions
1
		  		  		  	x	  	9) Other (describe) 
1	  	 Special pay or benefits; stock option exercise; restricted stock
grants; preferred stock grants;

		  		  		  		  	 performance share grants; long term incentive cash payments; education and tuition; auto
allowance; taxable

		  		  		  		  	 moving items; signing bonuses; retention bonuses; severance earnings; and reimbursements for
gym memberships

		  		  		  		  	  

				
		  		  		  	 1         If checked, the Plan’s definition of
compensation may fail to satisfy the safe harbor requirements unless such compensation is excluded only with respect to Highly Compensated Employees under paragraph (e)
below.



													
				
		  	(e)	  	 ̈	  	The amounts excluded under (d)(4) – (9) will only be excluded with respect to: (check all that apply) 
		  		  		  	 ̈	  	Highly Compensated Employees	  		  	
		  		  		  	 ̈	  	Other (cannot be a class that only includes NHCEs)	  	  

		  		  		  		  	  


 SIGNATURE OF THE PLAN SPONSOR

  

											
	 By
	 	 /s/ Stephen Spradling
	 		 	Title	 	 Plan Administrator

	 Print Name
	 	 Stephen Spradling
	 		 	Date	 	 10/26/09



  

					
	Prototype 401(k) Non-Std.	  	Page 5 of 5	  	IRS Serial No: M391053a









 FIRST AMENDMENT TO THE 

ENPRO INDUSTRIES, INC. RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES 
 WHEREAS, Enpro Industries, Inc. (the “Employer”) adopted a restatement of the Enpro Industries, Inc. Retirement Savings Plan for Hourly Employees (the “Plan”), effective as of
January 1, 2009; and 
 WHEREAS, the Employer has the ability to amend the Plan pursuant to Article 11.1; and 

WHEREAS, the Employer now desires to amend the Plan to revise the profit sharing eligibility provisions: 

NOW, THEREFORE, the Employer hereby amends the Plan in the following respects, effective as of January 1, 2010: 

 

	1.	The first item in the Addendum to the Plan is amended as follows: 

 (1) supplemental contract workers; (2) part-time and seasonal employees (however, if such employees complete at least 1,000 hours in an eligibility computation period, they will be eligible to
participate); (3) Employees of V.W. Kaiser, Air Perfection, Oarlock Rubber Technologies, Quincy Compressor (Alabama), Quincy Compressor (Illinois); (4) Employees of Plastomer Technologies (Houston) hired prior to January 1, 2008;
(5) Employees of Amicon hired prior to June 1, 2008; (6) union Employees of GOB LLC hired prior to January 1, 2007; (7) union Employees of Fairbanks Morse Engine hired prior to August 18, 2008 and any non-union
employees of Fairbanks Morse Engine, and (8) Employees of the following that were hired prior to January 1, 2010: Garlock Metallic Gaskets; Garlock Helicoflex; Pikotek; Compressor Products International; Stemco; and union Employees of
Garlock Sealing Technologies. 
  

	2.	In all other respects, the terms of this Plan are hereby ratified and confirmed. 

 IN WITNESS WHEREOF, the Employer has caused this First Amendment to be executed in duplicate counterparts, each of which shall be considered as an original, as of the date indicated below. 

 

							
		 		 	ENPRO INDUSTRIES, INC.
				
	 /s/ Myra Rogers
	 		 	By:	 	 /s/ Stephen V. Spradling

	Witness	 		 		 	
		 		 	Title:	 	 Plan Administrator

				
		 		 	Date:	 	 12/30/09









 SECOND AMENDMENT TO THE 

ENPRO INDUSTRIES, INC. RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES 
 WHEREAS, EnPro Industries, Inc. (the “Employer”) adopted a restatement of the EnPro Industries, Inc. Retirement Savings Plan for Hourly Employees (the “Plan”), effective
as of January 1, 2009; and 
 WHEREAS, the Employer has the ability to amend the Plan pursuant to Article 11.1; and 

WHEREAS, the Employer now desires to amend the Plan to (1) allow participants of acquired companies to rollover their plan loans into the plan, at
the Employer’s discretion, and (2) fully vest participants who are employed by Quincy Compressor, Alabama; Quincy Compressor, Illinois; and Air Perfection, Inc. on the date that the Asset Sale is complete. 

NOW, THEREFORE, the Employer hereby amends the Plan in the following respects, effective as of March 1, 2010: 

 

	 	1.	The Protected Benefits Addendum of the Adoption Agreement is amended to add the following: 


 

	 	6.	At the discretion of the Sponsoring Employer, former employees of an acquired company may be given the option to roll over a loan(s) from the acquired company’s
qualified retirement plan into the EnPro Industries, Inc. Retirement Savings Plan for Hourly Employees. 

  

	 	7.	Participants who are employed at the Quincy Compressor, Alabama; Quincy Compressor, Illinois; or Air Perfection, Inc. Salary Division, as of the effective date of the
Asset Sale of the respective division shall become fully vested in their Non-Safe Harbor Non-Elective Contribution Accounts. 

  

	 	2.	In all other respects, the toms of this Plan are hereby ratified and confirmed. 

 IN WITNESS WHEREOF, the Employer has caused this Second Amendment to be executed in duplicate counterparts, each of which shall be considered as an original, as of the date indicated below. 

 

							
		 		 	ENPRO INDUSTRIES, INC.
				
	 /s/ Myra Rogers
	 		 	By:	 	 /s/ Stephen V. Spradling

	Witness	 		 		 	
		 		 	Title:	 	 Plan Administrator

				
		 		 	Date:	 	 2/28/10









 THIRD AMENDMENT TO THE 

ENPRO INDUSTRIES, INC. RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES 
 WHEREAS, EnPro Industries, Inc. (the “Employer”) adopted a restatement of the EnPro Industries, Inc. Retirement Savings Plan for Hourly Employees (the “Plan”), effective as of
February 13, 2009; 
 WHEREAS, the Employer has the ability to amend the Plan pursuant to Article 11.1; and 

WHEREAS, the Employer now desires to amend the Plan to credit service with CC Technology and Progressive Premier, Inc. 

NOW, THEREFORE, the Employer hereby amends the Plan in the following respects, effective as of August 2, 2010: 

 

	1.	Section 2.2 of the Adoption Agreement is amended as follows: 

  

							
	2.2 Predecessor Service. x Service with the following entity or entities will be credited as selected in (a), (b),
(e), (d) and (e) below: (this section need only be completed if the Employer does not maintain the plan of the predecessor employer) Tex-o-lon from February 1, 1998; Metallic Gaskets from January 1, 1996 through
December 31, 1997; and CC Technology and Progressive Premier, Inc. effective August 2, 2010
			
	 (a)
	 	 ̈	 	Elective Deferrals, QMACs and QNECs. Service with an entity listed above will be given for eligibility purposes under Section 3.2(a) of the Adoption
Agreement.
			
	 (b)
	 	 ̈	 	ADP Safe Harbor Contributions. Service with an entity listed above will be given for eligibility purposes under Section 3.2(b) of the Adoption
Agreement.
			
	 (c)
	 	 ̈	 	ACP Safe Harbor Matching Contributions. Service with an entity listed above will be credited for: (check all that apply)
				
		 		 	 ̈	  	Eligibility purposes under Section 3.2(c) of the Adoption Agreement
				
		 		 	 ̈	  	Vesting purposes under Section 10.3 of the Adoption Agreement
			
	 (d)
	 	 ̈	 	Non-Safe Harbor Matching Contributions. Service with an entity listed above will be credited for: (check all that apply)
				
		 		 	 ̈	  	Eligibility purposes under Section 3.2(d) of the Adoption Agreement
				
		 		 	 ̈	  	Vesting purposes under Section 10.4 of the Adoption Agreement
			
	 (e)
	 	x	 	Non-Safe Harbor Non-Elective Contributions. Service with an entity listed above will be credited for: (check all that apply)
				
		 		 	 ̈	  	Eligibility purposes under Section 3.2(e) of the Adoption Agreement
				
		 		 	x	  	Vesting purposes under Section 10.5 of the Adoption Agreement

  

	2.	In all other respects, the terms of this Plan are hereby ratified and confirmed. 








 IN WITNESS WHEREOF, the Employer has caused this Third Amendment to be executed in duplicate counterparts,
each of which shall be considered as an original, as of the date indicated below. 
  

							
		 		 	ENPRO INDUSTRIES, INC.
				
	 /s/ Stephen V. Spradling
	 		 	By:	 	 /s/ Robert P. McKinney

	Witness	 		 		 	
		 		 	Title:	 	 Vice President – Human Resources

				
		 		 	Date:	 	 10/18/11









 FOURTH AMENDMENT TO THE 

ENPRO INDUSTRIES, INC. RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES 
 WHEREAS, EnPro Industries, Inc. (the “Employer”) adopted a restatement of the EnPro Industries, Inc. Retirement Savings Plan for Hourly Employees (the “Plan”), effective as of
February 13, 2009; 
 WHEREAS, the Employer has the ability to amend the Plan pursuant to Article 11.1; and 

WHEREAS, the Employer now desires to amend the Plan to credit service with Hydrodyne and Technetics. 

NOW, THEREFORE, the Employer hereby amends the Plan in the following respects, effective as of November 1, 2010: 

 

	1.	Section 2.2 of the Adoption Agreement is amended as follows: 

  

							
	2.2 Predecessor Service. x Service with the following entity or entities will be credited as
selected in (a), (b), (e), (d) and (e) below: (this section need only be completed if the Employer does not maintain the plan of the predecessor employer) Tex-o-lon from February 1, 1998; Metallic Gaskets from
January 1, 1996 through December 31, 1997; CC Technology effective 7/30/10; Progressive Equipment, Inc. and Premier Lubrication Systems, Inc. effective 8/2/10; Hydrodyne effective 9/20/10; and Technetics effective
12/31/2009.
			
	 (a)
	 	 ̈	 	Elective Deferrals, QMACs and QNECs. Service with an entity listed above will be given for eligibility purposes under Section 3.2(a) of the Adoption
Agreement.
			
	 (b)
	 	 ̈	 	ADP Safe Harbor Contributions. Service with an entity listed above will be given for eligibility purposes under Section 3.2(b) of the Adoption
Agreement.
			
	 (c)
	 	 ̈	 	ACP Safe Harbor Matching Contributions. Service with an entity listed above will be credited for: (check all that apply)
				
		 		 	 ̈	  	Eligibility purposes under Section 3.2(c) of the Adoption Agreement
				
		 		 	 ̈	  	Vesting purposes under Section 10.3 of the Adoption Agreement
			
	 (d)
	 	 ̈	 	Non-Safe Harbor Matching Contributions. Service with an entity listed above will be credited for: (check all that apply)
				
		 		 	 ̈	  	Eligibility purposes under Section 3.2(d) of the Adoption Agreement
				
		 		 	 ̈	  	Vesting purposes under Section 10.4 of the Adoption Agreement
			
	 (e)
	 	x	 	Non-Safe Harbor Non-Elective Contributions. Service with an entity listed above will be credited for: (check all that apply)
				
		 		 	 ̈	  	Eligibility purposes under Section 3.2(e) of the Adoption Agreement
				
		 		 	x	  	Vesting purposes under Section 10.5 of the Adoption Agreement

  

	2.	In all other respects, the terms of this Plan are hereby ratified and confirmed. 








 IN WITNESS WHEREOF, the Employer has caused this Fourth Amendment to be executed in duplicate counterparts,
each of which shall be considered as an original, as of the date indicated below. 
  

							
	 	 	 	 	ENPRO INDUSTRIES, INC.
				
	 /s/ Stephen V. Spradling
	 		 	By:	 	 /s/ Robert P. McKinney

	Witness	 		 		 	
		 		 	Title:	 	 Vice President – Human Resources

				
		 		 	Date:	 	 10/18/11









 FIFTH AMENDMENT TO THE 

ENPRO INDUSTRIES, INC. RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES 
 WHEREAS, Enpro Industries, Inc. (the “Employer”) adopted a restatement of the Enpro Industries, Inc. Retirement Savings Plan for Hourly Employees (the “Plan”), effective as of
February 13, 2009; and 
 WHEREAS, the Employer has the ability to amend the Plan pursuant to Article 11.1; and 

WHEREAS, the Employer now desires to amend the Plan to clarify various provisions and to reflect the merger of Tara Technologies 401(k) Profit Sharing
Plan into the Plan: 
 NOW, THEREFORE, the Employer hereby amends the Plan in the following respects, effective as of the dates set forth below:

 1. Section 2.2 of the Adoption Agreement is amended as follows: 

 

					
	 2.2 Predecessor Service. x Service with the following entity or
entities will be credited as selected in (a), (b), (c), (d) and
 (e) below: (this section need only be completed if the Employer
does not maintain the plan of the predecessor employer)
 Tex-o-lon from February 1, 1998; Metallic Gaskets from January 1,
1996 through December 31, 1997; CC Technology            
 effective
7/30/10; Progressive Equipment, Inc. and Premier Lubrication Systems, Inc. effective 8/2/10; Hydrodyne effective    

9/20/10; Technetics effective 12/31/2009, PI Bearings Techologies effective 8/1/11, and Tara Technologies effective
2/1/12     



							
			
	(a)	 	 ̈	 	Elective Deferrals, QMACs and QNECs. Service with an entity listed above will be given for eligibility purposes under Section 3.2(a) of the Adoption
Agreement.
			
	(b)	 	 ̈	 	ADP Safe Harbor Contributions. Service with an entity listed above will be given for eligibility purposes under Section 3.2(b) of the Adoption
Agreement.
			
	(c)	 	 ̈	 	ACP Safe Harbor Matching Contributions. Service with an entity listed above will be credited for: (check all that apply)
		 		 	 ̈	 	Eligibility purposes under Section 3.2(c) of the Adoption Agreement
		 		 	 ̈	 	Vesting purposes under Section 10.3 of the Adoption Agreement
			
	(d)	 	 ̈	 	Non-Safe Harbor Matching Contributions. Service with an entity listed above will be credited for: (check all that apply)
		 		 	 ̈	 	Eligibility purposes under Section 3.2(d) of the Adoption Agreement
		 		 	 ̈	 	Vesting purposes under Section 10.4 of the Adoption Agreement
			
	(e)	 	x	 	Non-Safe Harbor Non-Elective Contributions. Service with an entity listed above will be credited for: (check all that apply) 
		 		 	 ̈	 	Eligibility purposes under Section 3.2(e) of the Adoption Agreement
		 		 	x	 	Vesting purposes under Section 10.5 of the Adoption Agreement

 2. Effective as of January 31, 2011 for employees of Pipeline Seal and Indicator, Inc. and January 13, 2011 for
employees of Stemco Rome Tool and Die, Inc. Section 3.1(d) of the Adoption Agreement is amended as follows: 
  

							
	(d)	 	x	 	Ineligible Classes for Non-Safe Harbor Matching Contributions. 
		 		 	x	 	Union Employees
		 		 	x	 	Non-Resident Alien Employee
		 		 	 ̈	 	“Merger and Acquisition” Employees (but only during the statutory exclusion period)
		 		 	 ̈	 	Highly Compensated Employees 1









							
		 		 	x	 	Leased Employees (not otherwise excluded by statute)
1
		 		 	x	 	Employees of an Affiliated Employer that does not adopt this Plan 1
		 		 	 ̈	 	Key Employees <  ̈ but only those who are also Highly Compensated Employees > 1

		 		 	x	 	Employees who are paid primarily by salary
1
		 		 	 ̈	 	Employees who are paid primarily by the hour
1
		 		 	 ̈	 	Employees who are paid primarily by commissions
1
		 		 	x	 	Other (cannot be age or service related)
1 (1) supplemental contract workers; (2) employees of Pipeline Seal    
		 		 	 and Indicator, Inc.; (3) employees of Stemco Rome Tool and Die, Inc. (4) part-time and seasonal employees.
Any  
 part-time or seasonal employee who completes at least 1,000 hours in eligibility computation period will
be                    
 eligible to
participate.                                       
                                         
                                         
                                

			
		 		 	 1    Even if checked, these employees are still included in determining if the Plan satisfies
the requirements of Code §410(b).


 3. Effective as of
January 1, 2011, the First item in the Addendum to the Plan is amended as follows: 
 (1) supplemental contract workers;
(2) part-time and seasonal employees (however, if such employees complete at least 1,000 hours in an eligibility computation period, they will be eligible to participate); (3) Employees of V.W. Kaiser, Garlock Rubber Technologies;
(4) Employees of Plastomer Technologies (Houston) hired prior to January 1, 2008; (5) Employees of Amicon hired prior to June 1, 2008; (6) union Employees of GGB LLC hired prior to January 1, 2007; (7) union
Employees of Fairbanks Morse Engine hired prior to August 18, 2008 and any non-union employees of Fairbanks Morse Engine, (8) Employees of the following that were hired prior to January 1, 2010: Garlock Metallic Gaskets; Garlock
Helicoflex; Pikotek; Stemco; and union Employees of Garlock Sealing Technologies; (9) Employees of Pipeline Seal and Indicator, Inc. -Goforth and Stemco Rome Tool and Die, Inc.; Compressor Products International; and (10) Union Employees
of Tara Technologies, Inc. (effective February 1, 2012). 
 4. Effective February 1, 2012, the following item is added to the Protected
Benefits Addendum to the Adoption Agreement: 
  

	 	8.	Accounts merged from the Tara Technologies 401(k) Profit Sharing Plan will be subject to the following provisions: (1) a 3-year cliff vesting schedule shall apply
to Non-Safe Harbor Non-Elective (profit sharing) Accounts of all former employees of Tara Technologies who terminated employment prior to February 1, 2012; (2) Non-Safe Harbor Non-Elective Accounts of employees of Tara Technologies who are
employed as of February 1, 2012 will be 100% vested; (3) Non-Safe Harbor Matching Contribution Accounts are 100% vested; and (4) Participants who have been participants for at least 5 years can take an in-service distribution from
vested Non-Safe Harbor Matching Contribution Accounts and Non-Safe Harbor Non-Elective Accounts that have accumulated for at least 2 years. 

 5. In order to update the Matching Contribution formulas, the attached Additional Non-Safe Harbor Matching Contribution Addendums #1, #3, #4, #5, #6, #7, and #8 are appended to the document. 

6 The attached Additional Non-Safe Harbor Non-Elective Contribution Addendum is appended to the Plan. 

7. In all other respects, the terms of this Plan are hereby ratified and confirmed. 







 IN WITNESS WHEREOF, the Employer has caused this Fifth Amendment to be executed in duplicate counterparts,
each of which shall be considered as an original, as of the date indicated below. 
  

							
		 		 	BENEFITS COMMITTEE OF ENPRO INDUSTRIES, INC.
				
	 /s/ Stephen V. Spradling
	 		 	By:	 	 /s/ Robert P. McKinney

	Witness	 		 		 	
		 		 	Title:	 	 VP, Human Resources

				
		 		 	Date:	 	 11/30/11









 ADDITIONAL NON-SAFE HARBOR
MATCHING CONTRIBUTIONS 
 ADDENDUM #  1  

  

			
	Plan Name	 	 EnPro Industries, Inc. Retirement Savings Plan for Hourly
Employees


  

									
	1.1	    	Non-Safe Harbor Matching Contribution #  1  . In addition to the Non-Safe Harbor Matching Contributions made pursuant to Section 6
of the Adoption Agreement, the Employer may make Non-Safe Harbor Matching Contribution #  1   to the Plan in accordance with this Addendum. These contributions are not intended to automatically satisfy the ACP
Test.
		
	1.2	    	Eligible Employees. Solely for purposes of Non-Safe Harbor Matching Contribution #  1  , all Employees of the Employers
indicated in paragraph (a) below are considered Eligible Employees unless otherwise indicated in paragraph (b) below.
			
		    	(a)	 	Employees of the following Employers are eligible for Non-Safe Harbor Matching Contribution #  1  : 
		    		 	1.	  	 V.W. Kaiser 

		    		 	2.	  	 Plastomer Technologies formerly employed by Amicon

		    		 	3.	  	 Glacier Garlock Bearings (GGB) – Union

		    		 	4.	  	 Garlock Metallic Gaskets

		    		 	5.	  	 Garlock Helicoflex

		    		 	6.	  	 Plastomer Technologies-Houston

		    		 	7.	  	 Pikotek

		    		 	8.	  	 Garlock Sealing Technologies LLC – Union

		    		 	9.	  	 Pipeline Seal & Insulator

		    		 	10.	  	 Fairbanks Morse Engine - Union (effective 8/15/11)

		    		 	11.	  	  

				
		    	(b)	 	x	  	Notwithstanding paragraph (a), the following classes of Employees of the Employers indicated in paragraph (a) are not eligible for Non-Safe Harbor Matching
Contribution #  1  : (check all that apply)
					
		    		 		  	 ̈	  	Union Employees
		    		 		  	x	  	Non-Resident Alien Employee
		    		 		  	 ̈	  	“Merger and Acquisition” Employees (but only during the statutory exclusion period) 
		    		 		  	 ̈	  	Highly Compensated Employees 1
		    		 		  	x	  	Leased Employees (not otherwise excluded by statute)
1
		    		 		  	x	  	Employees of an Affiliated Employer that does not adopt this Plan 1
		    		 		  	 ̈	  	Key Employees <  ̈ but only those who are also Highly Compensated Employees > 1

		    		 		  	x	  	Employees who are paid primarily by salary
1
		    		 		  	 ̈	  	Employees who are paid primarily by the hour
1
		    		 		  	 ̈	  	Employees who are paid primarily by commissions
1
		    		 		  	x	  	Other (cannot be age or service related) 1 Supplemental contract workers and part-time/seasonal employees. However, any    
		    		 		  		  	 part-time/seasonal employee who works at least 1,000 hours during an eligibility computation period will
be eligible to

		    		 		  		  	 participate. Union employees, other than union employees of GGB and Garlock Sealing

		    		 		  		  	 Technologies LLC, are also excluded.

		    		 		  		  	  

		    		 		  		  	  

		    		 		  		  	  

		    		 		  		  	  

		    		 		  		  	  

				
		    		 		  	 1    Even if checked,
these employees are still included in determining if the Plan satisfies the requirements of Code §410(b).

		
	1.3	    	Minimum Age and Service Requirements. Solely for purposes of Non-Safe Harbor Matching Contribution #  1  , an Eligible Employee
(see Section 1.2 above) will be eligible to enter the Plan as a Participant on the applicable Entry Date upon satisfying the following age and/or service requirements:
			
		    	(a)	 	Age Requirement   0   (max. 21 – enter zero if none)
			
		    	(b)	 	Service Requirement (check one)
		    		 	x	  	1)	  	None
		    		 	 ̈	  	2)	  	            -Year Period of Service (max. 2, but Vesting must be 100% if more than 1 year is
used)
		    		 	 ̈	  	3)	  	            -month Period of Service (max. 24, but Vesting must be 100% if more than 12 months are
used)


  

					
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	 	 ̈	4)                   -week Period of Service (max.
104, but Vesting must be 100% if more than 52 weeks are used) 


	 	 ̈	5)                   -day Period of Service (max. 730,
but Vesting must be 100% if more than 365 days are used) 


	 	 ̈	6)                    Year(s) of Service (max. 2, but
Vesting must be 100% if more than 1year is used) 


	 	 ̈	7)       1 Year of Service, or if earlier,
             (max. 11) consecutive calendar months of employment 


 ̈ in which the Employee is credited with at least
             Hours of Service per month 

	 	 ̈	8)       1 Year of Service, or if earlier,
             (max. 51) consecutive weeks of employment 

  ̈ in which the Employee is credited with at least
             Hours of Service per week 

	 	 ̈	9)       1 Year of Service, or if earlier,
             (max. 364) consecutive days of employment 

  ̈ in which the Employee is credited with at least
             Hours of Service per day 
  

	1.4	Entry Dates. Solely for purposes of Employer contribution #  1  , an Eligible Employee who has satisfied the age and service
requirements in Section 1.3 will enter the Plan as a Participant on the entry date selected below. 

 Note:
If Section 1.3(b)(7), (8) or (9) is checked, an Eligible Employee who is entering the Plan as a Participant after satisfying the 1 Year of Service component of such service requirement will enter the Plan as a Participant on the
earlier of (1) the first day of the Plan Year that occurs after the date he or she satisfies the 1 Year of Service requirement (and any applicable age requirement) or (2) the date that occurs six months after the date he or she satisfies
the 1 Year of Service requirement (and any applicable age requirement). The Entry Date(s) selected below will only apply to an Eligible Employee who is entering the Plan as a Participant after satisfying the months, days or weeks component of such
service requirement (and any applicable age requirement). 
  

	 	 ̈	 Retroactive to the first day of the Plan Year in which the requirements are satisfied. 



	 	 ̈	 The first day of the Plan Year coincident with or following the date the requirements are satisfied. 1
 



	 	 ̈	The first day of the Plan Year nearest the date the requirements are satisfied. 


	 	 ̈	 The last day of the Plan Year coincident with or following the date the requirements are satisfied.
1 



	 	 ̈	The last day of the Plan Year nearest the date the requirements are satisfied. 


	 	 ̈	The first day of the month coincident with or following the date the requirements are satisfied. 


	 	 ̈	The first day of the payroll period coincident with or following the date the requirements are satisfied. 


	 	x	The same day the requirements are satisfied. 


	 	 ̈	 The first day of the
1st or 7th month coincident with or following the date the requirements are
satisfied. 



	 	 ̈	 The last day of the
6th or 12th month coincident with or following the date the requirements are
satisfied. 



	 	 ̈	 The first day of the
1st, 4th, 7th or 10th month coincident with or following the date the requirements are satisfied. 



	 	 ̈	 The last day of the
3rd, 6th, 9th or 12th month coincident with or following the date the requirements are satisfied. 



 

	 	1 	 This option cannot be
checked if the age requirement in 1.3(a) is 21 and/or if one of the following service requirements is checked: 1.3(b)(2); 1.3(b)(3) and the number of months selected is more than 6; 1.3(b)(4) and the number of weeks selected is more than 26;
1.3(b)(5) and the number of days selected is more than 182; or 1.3(b)(6). 


  

	1.5	Contribution Formula. Non-Safe Harbor Matching Contribution #  1   made pursuant to the terms of this Addendum will be determined in
accordance with the formula selected below. 

  

							
	(a)	 	 ̈	 	Totally Discretionary Formula (Non-Tiered). Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer’s Non-Safe
Harbor Matching Contribution for any Allocation Period is totally discretionary.
			
	(b)	 	 ̈	 	Discretionary Formula (Tiered or Non-Tiered) With Fixed Maximum. Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer
may make a Non-Safe Harbor Matching Contribution for any Allocation Period equal to a discretionary percentage of each Benefiting Participant’s Elective Deferrals, not to exceed the following amount for any Allocation Period on behalf of any
Benefiting Participant:
				
		 		 	 ̈	  	            % (max. 100%) of a Benefiting Participant’s Elective Deferrals
		 		 	 ̈	  	            % of a Benefiting Participant’s Compensation (the % cannot
exceed the minimum deferral % in 4.4(a))
		 		 	 ̈	  	$             for a Benefiting Participant
		 		 	 ̈	  	The lesser of             % of a Benefiting Participant’s Compensation or
$                    
		 		 	 ̈	  	            % (max. 100%) of a Participant Elective Deferrals that do not exceed
______% of his or her Compensation
			
	(c)	 	x	 	Mandatory Non-Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution equal to   50  % (max. 100%)
of each Benefiting Participant’s Elective Deferrals x not to exceed the following for an Allocation Period:
				
		 		 	x	  	Elective Deferrals in excess of   6  % of each Benefiting Participant’s Compensation


  

					
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		 		 		 	 ̈	 	$             for each Benefiting Participant
		 		 		 	 ̈	 	The lesser of Elective Deferrals in excess of             % of each Benefiting Participant’s
Compensation or $            
				
		 	(d)	 	 ̈	 	Mandatory Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the amount determined by the
tiered formula below. (check each tier that applies, but note that the rate of Non-Safe Harbor Matching Contributions cannot increase as Elective Deferrals increase)
					
		 		 		 	 ̈	 	1st tier             % of Elective Deferrals that do not exceed
            % of Compensation
		 		 		 	 ̈	 	2nd tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		 		 	 ̈	 	3rd tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		 		 	 ̈	 	4th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		 		 	 ̈	 	5th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		 		 	 ̈	 	6th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		 		 	 ̈	 	7th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		 		 	 ̈	 	8th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		 		 	 ̈	 	9th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		 		 	 ̈	 	10th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
				
		 	(e)	 	 ̈	 	Mandatory Years/Periods of Service Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the Matching
percentage indicated below of each Benefiting Participant’s Elective Deferrals based on the Benefiting Participant’s <  ̈ 1-Year Periods of Service > <  ̈ Years of Service, and a Year of Service for purposes of this Section is a Plan Year in which a Participant is credited with
             (max. 1,000) Hours of Service >, subject to any limitations indicated below. (check each tier that applies)

  

									
		 		 	  Years/Periods of Service	  		  	Matching %
					
		 		 	              to            
	  		  	            %    <  ̈ up to
$             > <  ̈ up to             % of Compensation
>
		 		 	              to            
	  		  	            %    <  ̈ up to
$             > <  ̈ up to             % of Compensation
>
		 		 	              to            
	  		  	            %    <  ̈ up to
$             > <  ̈ up to             % of Compensation
>
		 		 	              to            
	  		  	            %    <  ̈ up to
$             > <  ̈ up to             % of Compensation
>
		 		 	              to            
	  		  	            %    <  ̈ up to
$             > <  ̈ up to             % of Compensation
>


  

									
	1.6	 	Allocation Requirements. Any Employee who has entered the Plan as a Participant for purposes of Non-Safe Harbor Matching Contribution
#  1   and who makes an Elective Deferral during an Allocation Period <  ̈ and who is an NHCE for that Allocation Period > will be a Benefiting Participant for that
Allocation Period for purposes of Non-Safe Harbor Matching Contribution #  1   as indicated below < x provided the Participant is still an Eligible Employee under
Section 1.2(b) on the last day of the Allocation Period (or earlier Termination of Employment) >.
			
		 	(a)	 	Participants who are still Employees on the last day of the Allocation Period (check one)
		 		 	x	 	Will always be Benefiting Participants regardless of Service
		 		 	 ̈	 	Must be credited with              (max. 1,000) Hours of Service in the Allocation
Period
		 		 	 ̈	 	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		 		 	 ̈	 	Must be credited with              (max. 6) consecutive calendar months of employment in
the Allocation Period
		 		 	 ̈	 	Must be credited with              (max. 182) consecutive days of employment in the
Allocation Period
			
		 	(b)	 	Participants who Terminate Employment before the last day of the Allocation Period because of retirement on or after Normal Retirement Age <  ̈ or Early Retirement Age >, or because of their death or Disability (check one)
		 		 	 ̈	 	Will not be Benefiting Participants for that Allocation Period
		 		 	x	 	Will always be Benefiting Participants regardless of Service
		 		 	 ̈	 	Must be credited with              (max. 1,000) Hours of Service in the Allocation
Period
		 		 	 ̈	 	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		 		 	 ̈	 	Must be credited with              (max. 6) consecutive calendar months of employment in
the Allocation Period
		 		 	 ̈	 	Must be credited with              (max. 182) consecutive days of employment in the
Allocation Period
			
		 	(c)	 	Participants who Terminate Employment before the last day of the Allocation Period for any other reason (check
one)
		 		 	 ̈	 	Will not be Benefiting Participants for that Allocation Period
		 		 	x	 	Will always be Benefiting Participants regardless of Service


  

					
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		 		  		 	 ̈  Must be credited with
             (max. 1,000) Hours of Service in the Allocation Period  

 ̈  Must be credited with a
             (max. 6) month Period of Service in the Allocation Period

 ̈  Must be credited with
             (max. 6) consecutive calendar months of employment in the Allocation Period
  ̈  Must be credited with              (max. 182) consecutive days of
employment in the Allocation Period 
	  	
					
	1.7	 		  	 ̈	 	Catch-Up Contributions. Catch-Up Contributions will be matched under the formula selected in Section 1.5 <
 ̈ but any limitations selected in such formula will be ignored >.	  	
					
	1.8	 		  	 ̈	 	Voluntary Employee Contributions. Voluntary Employee Contribution will be matched under the formula selected in Section 1.5 <  ̈ but any limitations selected in such formula will be ignored >.	  	
				
	1.9	 		  	Vesting. A Participant’s Vested Interest in any Non-Safe Harbor Matching Contribution #   1   which is allocated to his or
her Participant’s Account under this Addendum will be determined by the provisions selected below.	  	
					
		 		  	(a)	 	The Vesting schedule in a non-Top Heavy Plan Year is: (check one)	  	
		 		  		 	x	  	100% full and immediate	  	
		 		  		 	 ̈	  	The schedule set forth below	  	
						
		 		  		 		  	 1 Year / Period of Service
                       %
 2 Years / Periods of Service                     % (must be at least 20% unless 100% Vesting
occurs after 3 years)
 3 Years / Periods of Service
                    % (must be at least 40%)
 4 Years / Periods of Service                     % (must be at least 60%)

5 Years / Periods of Service
                    % (must be at least 80%)
 6 Years / Periods of Service                     % (must be 100%)
	  	
					
		 		  	(b)	 	The Vesting schedule in a Top Heavy Plan Year is: (check one)	  	
		 		  		 	 ̈	  	100% full and immediate	  	
		 		  		 	 ̈	  	The schedule set forth below	  	
						
		 		  		 		  	 1 Year / Period of Service
                       %
 2 Years / Periods of Service                     % (must be at least 20% unless 100% Vesting
occurs after 3 years)
 3 Years / Periods of Service
                    % (must be at least 40%)
 4 Years / Periods of Service                     % (must be at least 60%)

5 Years / Periods of Service
                    % (must be at least 80%)
 6 Years / Periods of Service                     % (must be 100%)
	  	
						
		 		  	(c)	 	 ̈	  	Vesting Schedule for Pre-EGTRRA Contributions. Notwithstanding paragraph (a) above, a Participant’s Vested Interest in Non-Safe Harbor Matching Contributions
which were made to the Plan prior to January 1, 2001 will be determined in accordance with the Vesting schedule in effect when such contributions were made to the Plan.	  	
						
		 		  	(d)	 	 ̈	  	Service Excluded for Vesting. All Service with the Employer is counted in determining a Participant’s Vested Interest in the Non-Safe Harbor Non-Elective
Contribution Account except the following: (check all that apply)	  	
		 		  		 		  	  ̈  Service before age 18

 ̈  Service before the Employer maintained this Plan or a predecessor plan

 ̈  Service during a period for which the Employee made no mandatory contributions to the
Plan
	  	
				
	1.10	 		  	Allocation of Forfeitures. Forfeitures of Non-Safe Harbor Matching Contribution #   1   which are not used to pay
administrative expenses as permitted under Section 3.4 of the Basic Plan will be allocated (or used) as selected below.	  	
					
		 		  	(a)	 	Forfeitures attributable to Non-Safe Harbor Matching Contributions will be: (check one)	  	
		 		  		 	x	  	1) Used to reduce Employer contributions as described in Section 3.13(b)(2) of the Basic Plan	  	
		 		  		 	 ̈	  	2) Added to Employer contributions as described in Section 3.13(b)(2) of the Basic Plan	  	
		 		  		 	 ̈	  	3) Allocated to Benefiting Participants in the manner selected in paragraphs (b), (c) and (d) below	  	
						
		 		  	(b)	 	 ̈	  	Method of Allocation. Forfeitures allocated under (a)(3) will be allocated to each Benefiting Participant as follows:	  	
		 		  		 		  	  ̈  Pro-rata based on his or her Compensation for the Plan Year

 ̈  Pro-rata based on his or her Elective Deferrals for the Plan Year

 ̈  Pro-rata based on his or her Non-Safe Harbor Matching Contributions for the Plan
Year
  ̈  Pro-rata based on his or her Non-Safe Harbor Matching Contribution Account
balance
	  	


  

					
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		  	(c)	  	 ̈	  	Participants Eligible to Be Benefiting Participants. The following are eligible to be Benefiting Participants for an Allocation Period with respect to Forfeitures
allocated under (a)(3) above:
		  		  		  	 ̈  Those who are Participants for Elective Deferral purposes
		  		  		  	 ̈  Those who are Participants for Non-Safe Harbor Matching Contribution purposes
		  		  		  	 ̈  Those who are Participants for Non-Safe Harbor Non-Elective Contribution purposes
				
		  	(d)	  	 ̈	  	Benefiting Participants. Any Participant selected in paragraph (c) <  ̈ who is a NHCE for the Allocation
Period > will be a Benefiting Participant for purposes of the allocations under paragraph (a)(3) above, provided the Participant also satisfies the applicable requirements in Section 1.6 of this Addendum.
		
	1.12	  	Definition of Compensation. A Participant’s Compensation for purposes of Non-Safe Harbor Matching Contribution #  1  
will be determined as indicated below.
			
		  	(a)	  	Compensation is defined as: (check one)
		  		  	x	  	Form W-2 Compensation
		  		  	 ̈	  	Code §3401 Compensation
		  		  	 ̈	  	Safe Harbor Code §415 Compensation
			
		  	(b)	  	Elective contributions under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and §414(h)(2) will:
(check one)
		  		  	x	  	Be included as Compensation
		  		  	 ̈	  	Not be included as Compensation
			
		  	(c)	  	The Compensation measuring period is the: (check one)
		  		  	x	  	Plan Year
		  		  	 ̈	  	Fiscal Year ending on or within the Plan Year
		  		  	 ̈	  	Calendar year ending on or within the Plan Year
				
		  	(d)	  	x	  	The following categories of remuneration will not be counted as Compensation: (check all that apply) 
		  		  		  	 ̈	  	1) Compensation received prior to becoming a Participant for Non-Safe Harbor Non-Elective Contributions
		  		  		  	 ̈	  	2) Compensation received while an ineligible Employee under Section 1.2 of this Addendum
		  		  		  	 ̈	  	3) All items in Regulation §1.414(s)-1(c)(3) (i.e., expense allowances, fringe benefit, moving expenses, etc.)
		  		  		  	 ̈	  	4) Post-Severance Compensation
1
		  		  		  	 ̈	  	5) Deemed 125 Compensation
1
		  		  		  	 ̈	  	6) Bonuses
1
		  		  		  	 ̈	  	7) Overtime
1
		  		  		  	 ̈	  	8) Commissions 1

		  		  		  	 ̈	  	9) Other (describe) 
1	 	 Special pay or benefits; stock option exercise; restricted stock grants; preferred
stock

		  		  		  		  	 grants; performance share grants; long term incentive cash payments; education and
tuition; auto allowance;

		  		  		  		  	 taxable moving items; signing bonuses; retention bonuses; severance earnings; and
reimbursements for gym

		  		  		  		  	 memberships.

		  		  		  		  	  

					
		  		  		  		  	 1    If checked, the Plan’s definition of compensation may fail to satisfy the
safe harbor requirements unless such compensation is excluded only with respect to Highly Compensated Employees under paragraph (e) below.

				
		  	(e)	  	 ̈	  	 The amounts excluded under (d)(4) – (9) will only be excluded with respect: (check all that apply) 
		  		  		  	  ̈	  	Highly Compensated Employees


											
		  		  		  	 ̈	  	Other (cannot be a class that only includes NHCEs)	 	  

		  		  		  		  	  


 SIGNATURE OF THE PLAN SPONSOR

  

											
	By	 	 /s/ Robert P. McKinney
	 		 	Title	 	 VP, Human Resources

	Print Name	 	 Robert P. McKinney
	 		 	Date	 	 11/30/11



  

					
	Prototype 401(k) Non-Std.	  	Page 5 of 5	  	IRS Serial No: M391053a









 ADDITIONAL NON-SAFE HARBOR
NON-ELECTIVE CONTRIBUTION 
 ADDENDUM #1 

 

			
	Plan Name	 	 EnPro Industries, Inc. Retirement Savings Plan for Hourly Employees


  

	1.1	Non-Safe Harbor Non-Elective Contribution #  1  .    In addition to the Non-Safe Harbor Non-Elective
Contributions made pursuant to Section 7 of the Adoption Agreement, the Employer may make Non-Safe Harbor Non-Elective Contribution #  1   to the Plan in accordance with this Addendum. 


 

	1.2	Eligible Employees. Solely for purposes of Non-Safe Harbor Non-Elective Contribution #  1  , all Employees of the Employers
indicated in paragraph (a) below are considered Eligible Employees unless otherwise indicated in paragraph (b) below. 

  

	 	(a)	Employees of the following Employers are eligible for Non-Safe Harbor Non-Elective Contribution #  1  :



					
		 	 1.
	 	 Fairbanks Morse Engine

		 	 2.
	 	 Tara Technologies

		 	 3.
	 	  

		 	 4.
	 	  

		 	 5.
	 	  

		 	 6.
	 	  

		 	 7.
	 	  

		 	 8.
	 	  

		 	 9.
	 	  

		 	 10.
	 	  

		 	 11.
	 	  


  

											
		 	(b)	  	  x	 	Notwithstanding paragraph (a), the following classes of Employees of the Employers indicated in paragraph (a) are not eligible for Non-Safe Harbor
Non-Elective Contribution #  1   : (check all that apply)
					
		 		  		 	 ̈	 	Union Employees
		 		  		 	x	 	Non-Resident Alien Employee
		 		  		 	 ̈	 	“Merger and Acquisition” Employees (but only during the statutory exclusion period)
		 		  		 	 ̈	 	Highly Compensated Employees 1
		 		  		 	x	 	Leased Employees (not otherwise excluded by statute) 1
		 		  		 	x	 	Employees of an Affiliated Employer that does not adopt this Plan 1
		 		  		 	 ̈	 	Key Employees <  ̈ but only those who are also Highly Compensated Employees > 1

		 		  		 	x	 	Employees who are paid primarily by salary
1

		 		  		 	 ̈	 	Employees who are paid primarily by the hour
1

		 		  		 	 ̈	 	Employees who are paid primarily by commissions 1
		 		  		 	x	 	Other (cannot be age or service related) 1	 	 Supplemental contract workers and part-time/seasonal employees.

		 		  		 		 	 However, any part-time/seasonal employee who works at least 1,000 hours during an
eligibility computation

		 		  		 		 	 period will be eligible to participate.

		 		  		 		 	  

		 		  		 		 	  

		 		  		 		 	  

		 		  		 		 	  

		 		  		 		 	  


  

	 	1 	 Even if checked, these employees are still included in determining if the Plan satisfies the requirements of Code §410(b).



  

	1.3	Minimum Age and Service Requirements. Solely for purposes of Non-Safe Harbor Non-Elective Contribution
#            , an Eligible Employee (see Section 1.2 above) will be eligible to enter the Plan as a Participant on the applicable Entry Date upon satisfying the
following age and/or service requirements: 

  

	 	(a)	Age Requirement     0     (max. 21 – enter zero if none) 


 

	 	(b)	Service Requirement (check one) 


							
		 	x	  	1)	 	None
		 	 ̈	  	2)	 	            -Year Period of Service (max. 2, but Vesting must be 100% if more than 1 year is
used)
		 	 ̈	  	3)	 	            -month Period of Service (max. 24, but Vesting must be 100% if more than 12 months
are used)
		 	 ̈	  	4)	 	            -week Period of Service (max. 104, but Vesting must be 100% if more than 52 weeks
are used)


  

					
	Prototype 401(k) Non-Std.	  	Page 1	  	IRS Serial No: M391053a










	 	 ̈	5)                   -day Period of Service (max. 730, but
Vesting must be 100% if more than 365 days are used) 


	 	 ̈	6)                    Year(s) of Service (max. 2, but Vesting
must be 100% if more than 1 year is used) 


	 	 ̈	7)       1 Year of Service, or if earlier,             
(max. 11) consecutive calendar months of employment 


 ̈ in which the Employee is credited with at least
             Hours of Service per month 

	 	 ̈	8)       1 Year of Service, or if earlier,             
(max. 51) consecutive weeks of employment 

  ̈ in which
the Employee is credited with at least              Hours of Service per week 

	 	 ̈	9)      1 Year of Service, or if earlier,             
(max. 364) consecutive days of employment 

  ̈ in which
the Employee is credited with at least              Hours of Service per day 
  

	1.4	Entry Dates. Solely for purposes of Employer contribution #             , an Eligible
Employee who has satisfied the age and service requirements in Section 1.3 will enter the Plan as a Participant on the entry date selected below. 

 Note: If Section 1.3(b)(7), (8) or (9) is checked, an Eligible Employee who is entering the Plan as a Participant after satisfying the 1 Year of Service component of such service
requirement will enter the Plan as a Participant on the earlier of (1) the first day of the Plan Year that occurs after the date he or she satisfies the 1 Year of Service requirement (and any applicable age requirement) or (2) the date
that occurs six months after the date he or she satisfies the 1 Year of Service requirement (and any applicable age requirement). The Entry Date(s) selected below will only apply to an Eligible Employee who is entering the Plan as a Participant
after satisfying the months, days or weeks component of such service requirement (and any applicable age requirement). 
  

	 	 ̈	 Retroactive to the first day of the Plan Year in which the requirements are satisfied. 



	 	 ̈	 The first day of the Plan Year coincident with or following the date the requirements are satisfied. 1 



	 	 ̈	The first day of the Plan Year nearest the date the requirements are satisfied. 


	 	 ̈	 The last day of the Plan Year coincident with or following the date the requirements are satisfied. 1 



	 	 ̈	The last day of the Plan Year nearest the date the requirements are satisfied. 


	 	 ̈	The first day of the month coincident with or following the date the requirements are satisfied. 


	 	 ̈	The first day of the payroll period coincident with or following the date the requirements are satisfied. 


	 	x	The same day the requirements are satisfied. 


	 	 ̈	 The first day of the
1st or 7th month coincident with or following the date the requirements are
satisfied. 



	 	 ̈	 The last day of the
6th or 12th month coincident with or following the date the requirements are
satisfied. 



	 	 ̈	 The first day of the
1st, 4th, 7th or 10th month coincident with or following the date the requirements are satisfied. 



	 	 ̈	 The last day of the
3rd, 6th, 9th or 12th month coincident with or following the date the requirements are satisfied. 



 

	 	1 	 This option cannot be checked if the age requirement in 1.3(a) is 21 and/or if one of the
following service requirements is checked: 1.3(b)(2); 1.3(b)(3) and the number of months selected is more than 6; 1.3(b)(4) and the number of weeks selected is more than 26; 1.3(b)(5) and the number of days selected is more than 182; or
1.3(b)(6). 


  

	1.5	Determination of Amount. The amount of Non-Safe Harbor Non-Elective Contribution
#              for any Allocation Period will be determined by the formula selected below. (check one) 


 

					
	 ̈	 	Totally discretionary on the part of the Employer
	 ̈	 	Equal to at least             % of the Compensation of all Participants eligible for an
allocation under Section 1.8 below
	 ̈	 	Equal to at least
$                        
	 ̈	 	As required by the following collective bargaining agreement	 	  



					
	x	 	Other (describe how the amount of the contribution is determined)	 	 Eligible union participants of Fairbanks Morse

	 Engine or Tara Technology who do not elect to receive an employer contribution into
their HSA Account for 2012

	 can elect to receive a one-time employer contribution into their HSA Non-Elective
Contribution Source.


  

	1.6	Allocation Method. Non-Safe Harbor Non-Elective Contribution #              will be
allocated in the manner indicated below. 

  

									
		 	   ̈	 	  (a)  	 	Pro-rata based on the Compensation for the Allocation Period of all Benefiting Participants.
				
		 	   ̈	 	  (b)  	 	Per capita (same dollar amount) for the Allocation Period to all Benefiting Participants.
				
		 	   ̈	 	  (c)  	 	 Pro-rata based on the allocation points of all Benefiting Participants. Each Participant’s allocation points
for each
 Allocation Period will be the sum of the points selected below. (check all that apply, but 1) or 2) must be
checked)

					
		 		 		 	 ̈	  	1)            points for each year of a Participant’s age
		 		 		 	 ̈	  	2)            points for each of a Participant’s credited Years/Periods of Service <  ̈ to a maximum of            years >
		 		 		 	 ̈	  	3)            points per each $            
(max. $200) of a Participant’s Compensation paid in the Allocation Period

  

  

					
	Prototype 40 1(k) Non-Std.	  	Page 2	  	IRS Serial No: M391053a










															
		 	      ̈
	 	   (d)  
	  	Using permitted disparity in <  ̈ a 2-step allocation only > <
 ̈ a 4-step allocation only > <  ̈ a 2-step allocation in non-Top Heavy Plan Years and 4-step allocation in Top Heavy Plan Years >, in accordance
with Section 3.5(a)(4) of the Basic Plan. The integration percentage and the integration level are as selected below.
						
		 		 		  	 Integration %
	    		 	Integration Level
		 		 		  	  ̈ 5.7%
	    		 	 ̈	  	The Taxable Wage Base
		 		 		  		    		 	 ̈	  	            % of the Taxable Wage Base (must be 20% or less of the Taxable Wage
Base)
		 		 		  		    		 	 ̈	  	$               (amount must be 20% or less of the Taxable Wage
Base)
							
		 		 		  	  ̈ 5.4%
	    		 	 ̈	  	80% of the Taxable Wage Base rounded up <  ̈ $1 > <  ̈ $100 >
<  ̈ $1,000 >
		 		 		  		    		 	 ̈	  	            % of the Taxable Wage Base(must be more than 80% but less than
100%)
		 		 		  		    		 	 ̈	  	$               (amount must be more than80% but less than 100% of the Taxable Wage
Base)
							
		 		 		  	  ̈ 4.3%
	    		 	 ̈	  	20% of the Taxable Wage Base rounded up <  ̈ $1 > <  ̈ $100 >
<  ̈ $1,000 >
		 		 		  		    		 	 ̈	  	            % of the Taxable Wage Base (must be more than 20% but not more than
80%)
		 		 		  		    		 	 ̈	  	$               (amount must be more than 20% but not more than 80% of the Taxable Wage
Base)
				
		 	      ̈
	 	   (e)  
	  	Using the Participant Group Allocation method as set forth in the “Allocation Group Addendum” attached hereto.
				
		 	      ̈
	 	   (f)  
	  	Using the Age-Weighted Allocation method determined with the assumptions indicated below.
				
		 		 		  	Pre-Retirement Interest:                 %   
     Pre-Retirement Mortality:
                                       

				
		 		 		  	Post-Retirement Interest:                %    
    Post-Retirement
Mortality:                                      


  

									
	1.7  	  	Allocation Requirements. An Employee who has entered the Plan as a Participant for purposes of Non-Safe Harbor Non-Elective Contribution
#             will be a Benefiting Participant for Non-Safe Harbor Non-Elective Contribution #             purposes
for an Allocation Period Year as indicated below <  ̈ provided the Participant is still an Eligible Employee under Section 1.2(b) on the last day of the Allocation Period (or earlier Termination
of Employment) >.
			
		  	(a)	  	Participants who are still Employees on the last day of the Allocation Period (check one)
		  		  	 ̈	  	Will always be Benefiting Participants regardless of Service
		  		  	 ̈	  	Must be credited with                (max. 1,000) Hours of Service in the
Allocation Period
		  		  	 ̈	  	Must be credited with a                (max. 6) month Period of Service in
the Allocation Period
		  		  	 ̈	  	Must be credited with                (max. 6) consecutive calendar months
of employment in the Allocation Period
		  		  	 ̈	  	Must be credited with                (max. 182) consecutive days of
employment in the Allocation Period
			
		  	(b)	  	Participants who Terminate Employment before the last day of the Allocation Period because of retirement on or after Normal Retirement Age <  ̈ or Early Retirement Age >, or because of their death or Disability (check one)
		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		  		  	 ̈	  	Will always be Benefiting Participants regardless of Service
		  		  	 ̈	  	Must be credited with                (max. 1,000) Hours of Service in the
Allocation Period
		  		  	 ̈	  	Must be credited with a                (max. 6) month Period of Service in
the Allocation Period
		  		  	 ̈	  	Must be credited with                (max. 6) consecutive calendar months
of employment in the Allocation Period
		  		  	 ̈	  	Must be credited with                (max. 182) consecutive days of
employment in the Allocation Period
			
		  	(c)	  	Participants who Terminate Employment before the last day of the Allocation Period for any other reason (check
one)
		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		  		  	 ̈	  	Will always be Benefiting Participants regardless of Service
		  		  	 ̈	  	Must be credited with                (max. 1,000) Hours of Service in the
Allocation Period
		  		  	 ̈	  	Must be credited with a                (max. 6) month Period of Service in
the Allocation Period
		  		  	 ̈	  	Must be credited with                (max. 6) consecutive calendar months
of employment in the Allocation Period
		  		  	 ̈	  	Must be credited with                (max. 182) consecutive days of
employment in the Allocation Period


  

					
	Prototype 401(k) Non-Std.	  	Page 3	  	IRS Serial No: M391053a










													
	 1.8  
	  	 
 	Vesting. A Participant’s Vested Interest in any portion of Non-Safe Harbor Non-Elective Contribution
#             which is
allocated to his or her Participant’s Account under this Addendum will be determined by the provisions selected below.
			
		  	 	(a	) 	 	The Vesting schedule in a non-Top Heavy Plan Year is: (check one)
		  				 	x	  	100% full and immediate
		  				 	 ̈	  	7 Year Graded
		  				 	 ̈	  	5 Year Cliff
		  				 	 ̈	  	The schedule set forth below
				
		  				 		  	 1 Year / Period of Service
                       %
 2 Years / Periods of Service                     % (must be at least 20% unless 100%
Vesting occurs after 3 years) 
 3 Years / Periods of Service
                    % (must be at least 40%) 
 4 Years / Periods of Service                     % (must be at least
60%)
 5 Years / Periods of Service
                    % (must be at least 80%)
 6 Years / Periods of Service                     % (must be
100%)

			
		  	 	(b)	  	 	The Vesting schedule in a Top Heavy Plan Year is: (check one)
		  				 	x	  	100% full and immediate
		  				 	 ̈	  	The schedule set forth below
				
		  				 		  	 1 Year / Period of Service
                       %
 2 Years / Periods of Service                     % (must be at least 20% unless 100%
Vesting occurs after 3 years) 
 3 Years / Periods of Service
                    % (must be at least 40%) 
 4 Years / Periods of Service                     % (must be at least
60%)
 5 Years / Periods of Service
                    % (must be at least 80%) 
 6 Years / Periods of Service                     % (must be
100%)

				
		  	 	(c)	  	 	 ̈	  	Service Excluded for Vesting. All Service with the Employer is counted in determining a Participant’s Vested Interest in the Non-Safe Harbor Non-Elective
Contribution Account except the following: (check all that apply)
		  				 		  	 ̈	  	Service before age 18
		  				 		  	 ̈	  	Service before the Employer maintained this Plan or a predecessor plan
		  				 		  	 ̈	  	Service during a period for which the Employee made no mandatory contributions to the Plan
		
	 1.10  
	  	 
 	Allocation of Forfeitures. Forfeitures of Non-Safe Harbor Non-Elective Contribution
#             which are not used to pay
administrative expenses as permitted under Section 3.13 of the Basic Plan will be allocated (or used) as selected
below.
			
		  	 	(a)	  	 	Forfeitures attributable to Non-Safe Harbor Non-Elective Contributions will be: (check one)
		  				 	 ̈	  	1) Used to reduce Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		  				 	 ̈	  	2) Added to Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		  				 	 ̈	  	3) Allocated to Benefiting Participants in the manner selected in paragraphs (b), (c) and (d) below
				
		  	 	(b)	  	 	 ̈	  	Method of Allocation. Forfeitures allocated under (a)(3) will be allocated to each Benefiting Participant as follows:
		  				 		  	 ̈	  	Pro-rata based on his or her Compensation for the Plan Year
		  				 		  	 ̈	  	Pro-rata based on his or her Elective Deferrals for the Plan Year
		  				 		  	 ̈	  	Pro-rata based on his or her Non-Safe Harbor Non-Elective Contributions for the Plan Year
		  				 		  	 ̈	  	Pro-rata based on his or her Non-Safe Harbor Non-Elective Contribution Account balance (may be discriminatory)
				
		  	 	(c)	  	 	 ̈	  	Participants Eligible to Be Benefiting Participants. The following are eligible to be Benefiting Participants for an Allocation Period with respect to
Forfeitures allocated under (a)(3) above:
		  				 		  	 ̈	  	Those who are Participants for Elective Deferral purposes
		  				 		  	 ̈	  	Those who are Participants for Non-Safe Harbor Matching Contribution purposes
		  				 		  	 ̈	  	Those who are Participants for Non-Safe Harbor Non-Elective Contribution purposes
				
		  	 	(d)	  	 	 ̈	  	Benefiting Participants. Any Participant selected in paragraph (c) <  ̈ who is a NHCE for the Allocation
Period > will be a Benefiting Participant for purposes of the allocations under paragraph (a)(3) if the Participant, provided such Participant also satisfies the applicable requirements in Section 1.7 of this Addendum.


  

					
	Prototype 401(k) Non-Std.	  	Page 4	  	IRS Serial No:  M391053a










											
		
	1.10	  	Definition of Compensation. A Participant’s Compensation for purposes of Non-Safe Harbor Non-Elective Contribution
#             will be determined as indicated below.
			
		  	(a)	  	Compensation is defined as: (check one) 
		  		  	x	  	Form W-2 Compensation
		  		  	 ̈	  	Code §3401 Compensation
		  		  	 ̈	  	Safe Harbor Code §415 Compensation
			
		  	(b)	  	Elective contributions under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and §414(h)(2) will: (check
one)
		  		  	x	  	Be included as Compensation
		  		  	 ̈	  	Not be included as Compensation
			
		  	(c)	  	The Compensation measuring period is the: (check one) 
		  		  	x	  	Plan Year
		  		  	 ̈	  	Fiscal Year ending on or within the Plan Year
		  		  	 ̈	  	Calendar year ending on or within the Plan Year
				
		  	(d)	  	x	  	The following categories of remuneration will not be counted as Compensation: (check all that apply)
		  		  		  	 ̈	  	1) Compensation received prior to becoming a Participant for Non-Safe Harbor Non-Elective Contributions
		  		  		  	 ̈	  	2) Compensation received while an ineligible Employee under Section 1.2 of this Addendum
		  		  		  	 ̈	  	3) All items in Regulation §1.414(s)-1(c)(3) (i.e., expense allowances, fringe benefit, moving expenses, etc.) 
		  		  		  	 ̈	  	4) Post-Severance Compensation
1
		  		  		  	 ̈	  	5) Deemed 125 Compensation
1
		  		  		  	 ̈	  	6) Bonuses 1
		  		  		  	 ̈	  	7) Overtime 1

		  		  		  	 ̈	  	8) Commissions 1

		  		  		  	x	  	9) Other (describe)
1	  	 Special pay or benefits; stock option exercise; restricted stock grants; preferred
stock

		  		  		  		  	 grants; performance share grants; long term incentive cash payments; education and
tuition; auto allowance;

		  		  		  		  	 taxable moving items; signing bonuses; retention bonuses; severance earnings; and
reimbursements

		  		  		  		  	 for gym memberships.

		  		  		  		  	  

		  		  		  		  	  

		  		  		  		  	  

					
		  		  		  		  	 1    If checked, the
Plan’s definition of compensation may fail to satisfy the safe harbor requirements unless such compensation is excluded only with respect to Highly Compensated Employees under paragraph
(e) below.



											
				
		  	(e)	  	 ̈	  	The amounts excluded under (d)(4) – (9) will only be excluded with respect: (check all that apply) 
		  		  		  	 ̈	  	Highly Compensated Employees
		  		  		  	 ̈	  	Other (cannot be a class that only includes NHCEs)	 	  

		  		  		  		  	  

		  	(f)	  	 ̈	  	Imputed Compensation During Periods of Disability. Subject to Section 1.39(c) and Section 1.41(i) of the Basic Plan, a Participant’s
Compensation will be imputed during periods of total disability (as defined in Code §22(e)(3)) in determining or allocating Non-Safe Harbor Non-Elective Contributions. Any such imputation will be limited to the number of Plan Years (and
Limitation Years) specified in an administrative policy, and the number of such Plan Years and Limitations Years can be different for affected Participants who are HCEs and those who are NHCEs.

 SIGNATURE OF THE PLAN SPONSOR

  

											
	By	 	 /s/ Robert P. McKinney
	 		 	Title	 	 VP, Human Resources

	 Print Name
	 	 Robert P. McKinney
	 		 	Date	 	 11/30/11



  

					
	Prototype 401(k) Non-Std	  	Page 5	  	IRS Serial No: M391053a 









 ADDITIONAL NON-SAFE HARBOR
MATCHING CONTRIBUTIONS 
 ADDENDUM #  2  

  

			
	Plan Name	 	 EnPro Industries, Inc. Retirement Savings Plan for Hourly
Employees


  

	1.1	Non-Safe Harbor Matching Contribution #  2  . In addition to the Non-Safe Harbor Matching Contributions made pursuant to
Section 6 of the Adoption Agreement, the Employer may make Non-Safe Harbor Matching Contribution #  2   to the Plan in accordance with this Addendum. These contributions are not intended to automatically
satisfy the ACP Test. 

  

	1.2	Eligible Employees. Solely for purposes of Non-Safe Harbor Matching Contribution #  2  , all Employees of the Employers
indicated in paragraph (a) below are considered Eligible Employees unless otherwise indicated in paragraph (b) below. 

  

	 	(a)	Employees of the following Employers are eligible for Non-Safe Harbor Matching Contribution #  2  :  


					
		 	 1.
	 	 Stemco

		 	 2.
	 	  

		 	 3.
	 	  

		 	 4.
	 	  

		 	 5.
	 	  

		 	 6.
	 	  

		 	 7.
	 	  

		 	 8.
	 	  

		 	 9.
	 	  

		 	 10.
	 	  

		 	 11.
	 	  


  

											
				
		 	(b)	  	  x	 	Notwithstanding paragraph (a), the following classes of Employees of the Employers indicated in paragraph (a) are not eligible for Non-Safe Harbor
Matching Contribution #  2   : (check all that apply)
					
		 		  		 	x	 	Union Employees
		 		  		 	x	 	Non-Resident Alien Employee
		 		  		 	 ̈	 	“Merger and Acquisition” Employees (but only during the statutory exclusion period)
		 		  		 	 ̈	 	Highly Compensated Employees
1
		 		  		 	x	 	Leased Employees (not otherwise excluded by statute) 1
		 		  		 	x	 	Employees of an Affiliated Employer that does not adopt this Plan 1
		 		  		 	 ̈	 	Key Employees <  ̈ but only those who are also Highly Compensated Employees > 1

		 		  		 	x	 	Employees who are paid primarily by salary
1
		 		  		 	 ̈	 	Employees who are paid primarily by the hour
1
		 		  		 	 ̈	 	Employees who are paid primarily by commissions 1
		 		  		 	x	 	Other (cannot be age or service related) 1	  	 Supplemental contract workers and part-time/seasonal employees.

		 		  		 		 	 However, any part-time/seasonal employee who works at least 1,000 hours during an
eligibility computation period

		 		  		 		 	 will be eligible to participate.

		 		  		 		 	  

		 		  		 		 	  

		 		  		 		 	  

		 		  		 		 	  

		 		  		 		 	  

			
		 		  	 1     Even if
checked, these employees are still included in determining if the Plan satisfies the requirements of Code §410(b).


  

	1.3	Minimum Age and Service Requirements. Solely for purposes of Non-Safe Harbor Matching Contribution #  2  , an Eligible Employee
(see Section 1.2 above) will be eligible to enter the Plan as a Participant on the applicable Entry Date upon satisfying the following age and/or service requirements: 


 

	 	(a)	Age Requirement     0     (max. 21 – enter zero if none)


  

	 	(b)	Service Requirement (check one) 


							
		 	x	  	1)	 	None
		 	 ̈	  	2)	 	            -Year Period of Service (max. 2, but Vesting must be 100% if more than 1 year is
used)
		 	 ̈	  	3)	 	            -month Period of Service (max. 24, but Vesting must be 100% if more than 12 months
are used)
		 	 ̈	  	4)	 	            -week Period of Service (max. 104, but Vesting must be 100% if more than 52 weeks
are used)


  

					
	Prototype 401(k) Non-Std.	  	Page 1 of 5	  	IRS Serial No: M391053a










							
		 	 ̈	  	5)	 	            -day Period of Service (max. 730, but Vesting must be 100% if more than 365 days
are used)
		 	 ̈	  	6)	 	             Year(s) of Service (max. 2, but Vesting must be 100% if more than 1year is
used)
		 	 ̈	  	7)	 	1 Year of Service, or if earlier,              (max. 11) consecutive calendar months of
employment
		 		  		 	 ̈ in which the Employee is credited with at least
             Hours of Service per month
		 	 ̈	  	8)	 	1 Year of Service, or if earlier,              (max. 51) consecutive weeks of
employment
		 		  		 	 ̈ in which the Employee is credited with at least
             Hours of Service per week
		 	 ̈	  	9)	 	1 Year of Service, or if earlier,              (max. 364) consecutive days of
employment
		 		  		 	 ̈ in which the Employee is credited with at least
             Hours of Service per day

  

	1.4	Entry Dates. Solely for purposes of Employer contribution #  2  , an Eligible Employee who has satisfied the age and service
requirements in Section 1.3 will enter the Plan as a Participant on the entry date selected below. 

 Note:
If Section 1.3(b)(7), (8) or (9) is checked, an Eligible Employee who is entering the Plan as a Participant after satisfying the 1 Year of Service component of such service requirement will enter the Plan as a Participant on the
earlier of (1) the first day of the Plan Year that occurs after the date he or she satisfies the 1 Year of Service requirement (and any applicable age requirement) or (2) the date that occurs six months after the date he or she satisfies
the 1 Year of Service requirement (and any applicable age requirement). The Entry Date(s) selected below will only apply to an Eligible Employee who is entering the Plan as a Participant after satisfying the months, days or weeks component of such
service requirement (and any applicable age requirement). 
  

	 	 ̈	 Retroactive to the first day of the Plan Year in which the requirements are satisfied. 



	 	 ̈	 The first day of the Plan Year coincident with or following the date the requirements are satisfied. 1 



	 	 ̈	The first day of the Plan Year nearest the date the requirements are satisfied. 


	 	 ̈	 The last day of the Plan Year coincident with or following the date the requirements are satisfied.
1 



	 	 ̈	The last day of the Plan Year nearest the date the requirements are satisfied. 


	 	 ̈	The first day of the month coincident with or following the date the requirements are satisfied. 


	 	 ̈	The first day of the payroll period coincident with or following the date the requirements are satisfied. 


	 	x	The same day the requirements are satisfied. 


	 	 ̈	 The first day of the
1st or 7th month coincident with or following the date the requirements are
satisfied. 



	 	 ̈	 The last day of the
6th or 12th month coincident with or following the date the requirements are
satisfied. 



	 	 ̈	 The first day of the
1st, 4th, 7th or 10th month coincident with or following the date the requirements are satisfied. 



	 	 ̈	 The last day of the
3rd, 6th, 9th or 12th month coincident with or following the date the requirements are satisfied. 



 

	 	1 	 This option cannot be checked if the age requirement in 1.3(a) is 21 and/or if one of the
following service requirements is checked: 1.3(b)(2); 1.3(b)(3) and the number of months selected is more than 6; 1.3(b)(4) and the number of weeks selected is more than 26; 1.3(b)(5) and the number of days selected is more than 182; or 1.3(b)(6).



  

	1.5	Contribution Formula. Non-Safe Harbor Matching Contribution #  2   made pursuant to the terms of this Addendum will be
determined in accordance with the formula selected below. 

  

					
	 (a)
	 	 ̈	 	Totally Discretionary Formula (Non-Tiered). Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer’s Non-Safe Harbor
Matching Contribution for any Allocation Period is totally discretionary.
			
	 (b)
	 	 ̈	 	Discretionary Formula (Tiered or Non-Tiered) With Fixed Maximum. Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer may
make a Non-Safe Harbor Matching Contribution for any Allocation Period equal to a discretionary percentage of each Benefiting Participant’s Elective Deferrals, not to exceed the following amount for any Allocation Period on behalf of any
Benefiting Participant:

  ̈
            % (max. 100%) of a Benefiting Participant’s Elective Deferrals 
  ̈             % of a Benefiting Participant’s Compensation (the % cannot
exceed the minimum deferral % in 4.4(a)) 
  ̈
$                     for a Benefiting Participant 
  ̈ The lesser of             % of a Benefiting Participant’s Compensation or
$                         
  ̈             % (max. 100%) of a Participant Elective Deferrals that do not
exceed             % of his or her Compensation 

					
			
	 (c)
	 	x	 	Mandatory Non-Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution equal to   100  % (max. 100%) of each
Benefiting Participant’s Elective Deferrals x not to exceed the following for an Allocation Period:

 x Elective Deferrals in excess of
__4__% of each Benefiting Participant’s Compensation 

 ̈
$                     for each Benefiting Participant 

  

					
	Prototype 401(k) Non-Std.	  	Page 2 of 5	  	IRS Serial No: M391053a










											
		 		  		  		  	 ̈	  	The lesser of Elective Deferrals in excess of             % of each Benefiting Participant’s Compensation
or $            
					
		 		  	(d)	  	 ̈	  	Mandatory Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the amount determined by the
tiered formula below. (check each tier that applies, but note that the rate of Non-Safe Harbor Matching Contributions cannot increase as Elective Deferrals increase)
						
		 		  		  		  	 ̈	  	1st tier             % of Elective Deferrals that do not exceed
            % of Compensation
		 		  		  		  	 ̈	  	2nd tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	3rd tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	4th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	5th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	6th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	7th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	8th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	9th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	10th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
					
		 		  	(e)	  	 ̈	  	Mandatory Years/Periods of Service Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the Matching
percentage indicated below of each Benefiting Participant’s Elective Deferrals based on the Benefiting Participant’s <  ̈ 1-Year Periods of Service > <  ̈ Years of Service, and a Year of Service for purposes of this Section is a Plan Year in which a Participant is credited with
             (max. 1,000) Hours of Service >, subject to any limitations indicated below. (check each tier that applies)
					
		 		  		  		  	Years/Periods of Service     Matching %
					
		 		  		  		  	
            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

			
		 	1.6	  	Allocation Requirements. Any Employee who has entered the Plan as a Participant for purposes of Non-Safe Harbor Matching Contribution
#  2   and who makes an Elective Deferral during an Allocation Period <  ̈ and who is an NHCE for that Allocation Period > will be a Benefiting Participant for
that Allocation Period for purposes of Non-Safe Harbor Matching Contribution #  2   as indicated below < x provided the Participant is still an Eligible Employee
under Section 1.2(b) on the last day of the Allocation Period (or earlier Termination of Employment) >.
				
		 		  	(a)	  	Participants who are still Employees on the last day of the Allocation Period (check one)
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
		 		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation
Period
		 		  		  	 ̈	  	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		 		  		  	 ̈	  	Must be credited with              (max. 6) consecutive calendar months of employment in the
Allocation Period
		 		  		  	 ̈	  	Must be credited with              (max. 182) consecutive days of employment in the
Allocation Period
				
		 		  	(b)	  	Participants who Terminate Employment before the last day of the Allocation Period because of retirement on or after Normal Retirement Age <  ̈ or Early Retirement Age >, or because of their death or Disability (check one)
		 		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
		 		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation
Period
		 		  		  	 ̈	  	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		 		  		  	 ̈	  	Must be credited with              (max. 6) consecutive calendar months of employment in the
Allocation Period
		 		  		  	 ̈	  	Must be credited with             (max. 182) consecutive days of employment in the
Allocation Period
				
		 		  	(c)	  	Participants who Terminate Employment before the last day of the Allocation Period for any other reason (check
one)
		 		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
		 		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation
Period


  

					
	Prototype 401(k) Non-Std.	  	Page 3 of 5	  	IRS Serial No: M391053a










											
		 		  		 	 ̈  Must be credited with a             
(max. 6) month Period of Service in the Allocation Period
  ̈  Must be credited
with              (max. 6) consecutive calendar months of employment in the Allocation Period
  ̈  Must be credited with              (max. 182) consecutive days of
employment in the Allocation Period 
	  	
					
	1.7	 		  	 ̈	 	Catch-Up Contributions. Catch-Up Contributions will be matched under the formula selected in Section 1.5 <
 ̈ but any limitations selected in such formula will be ignored >.	  	
					
	1.8	 		  	 ̈
	 	Voluntary Employee Contributions. Voluntary Employee Contribution will be matched under the formula selected in Section 1.5 <  ̈ but any limitations selected in such formula will be ignored >.	  	
				
	1.9	 		  	Vesting. A Participant’s Vested Interest in any Non-Safe Harbor Matching Contribution #  2   which is allocated to his or
her Participant’s Account under this Addendum will be determined by the provisions selected below.	  	
					
		 		  	(a)	 	The Vesting schedule in a non-Top Heavy Plan Year is: (check one) 	  	
		 		  		 	x	  	100% full and immediate	  	
		 		  		 	 ̈	  	The schedule set forth below	  	
						
		 		  		 		  	 1 Year / Period of Service
                       %
 2 Years / Periods of Service                     % (must be at least 20% unless 100% Vesting
occurs after 3 years)
 3 Years / Periods of Service
                    % (must be at least 40%)
 4 Years / Periods of Service                     % (must be at least 60%)

5 Years / Periods of Service
                    % (must be at least 80%)
 6 Years / Periods of Service                     % (must be 100%)
	  	
					
		 		  	(b)	 	The Vesting schedule in a Top Heavy Plan Year is: (check one)	  	
		 		  		 	 ̈	  	100% full and immediate	  	
		 		  		 	 ̈	  	The schedule set forth below	  	
						
		 		  		 		  	 1 Year / Period of Service
                       %
 2 Years / Periods of Service                     % (must be at least 20% unless 100% Vesting
occurs after 3 years)
 3 Years / Periods of Service
                    % (must be at least 40%)
 4 Years / Periods of Service                     % (must be at least 60%)

5 Years / Periods of Service
                    % (must be at least 80%)
 6 Years / Periods of Service                     % (must be 100%)
	  	
						
		 		  	(c)	 	 ̈	  	Vesting Schedule for Pre-EGTRRA Contributions. Notwithstanding paragraph (a) above, a Participant’s Vested Interest in Non-Safe Harbor Matching Contributions which
were made to the Plan prior to January 1, 2001 will be determined in accordance with the Vesting schedule in effect when such contributions were made to the Plan.	  	
						
		 		  	(d)	 	 ̈	  	Service Excluded for Vesting. All Service with the Employer is counted in determining a Participant’s Vested Interest in the Non-Safe Harbor Non-Elective Contribution
Account except the following: (check all that apply) 	  	
		 		  		 		  	  ̈  Service before age 18

 ̈  Service before the Employer maintained this Plan or a predecessor plan

 ̈  Service during a period for which the Employee made no mandatory contributions to the
Plan
	  	
				
	1.10	 		  	Allocation of Forfeitures. Forfeitures of Non-Safe Harbor Matching Contribution #  2   which are not used to pay
administrative expenses as permitted under Section 3.4 of the Basic Plan will be allocated (or used) as selected below.	  	
					
		 		  	(a)	 	Forfeitures attributable to Non-Safe Harbor Matching Contributions will be: (check one)	  	
		 		  		 	x	  	1) Used to reduce Employer contributions as described in Section 3.13(b)(2) of the Basic Plan	  	
		 		  		 	 ̈	  	2) Added to Employer contributions as described in Section 3.13(b)(2) of the Basic Plan	  	
		 		  		 	 ̈	  	3) Allocated to Benefiting Participants in the manner selected in paragraphs (b), (c) and (d) below	  	
						
		 		  	(b)	 	 ̈	  	Method of Allocation. Forfeitures allocated under (a)(3) will be allocated to each Benefiting Participant as follows:	  	
		 		  		 		  	  ̈  Pro-rata based on his or her Compensation for the Plan Year

 ̈  Pro-rata based on his or her Elective Deferrals for the Plan Year

 ̈  Pro-rata based on his or her Non-Safe Harbor Matching Contributions for the Plan
Year
  ̈  Pro-rata based on his or her Non-Safe Harbor Matching Contribution Account
balance
	  	


  

					
	Prototype 401(k) Non-Std.	  	Page 4 of 5	  	IRS Serial No: M391053a










											
		  	(c)	  	 ̈	  	Participants Eligible to Be Benefiting Participants. The following are eligible to be Benefiting Participants for an Allocation Period with respect to Forfeitures
allocated under (a)(3) above:
		  		  		  	 ̈	  	Those who are Participants for Elective Deferral purposes
		  		  		  	 ̈	  	Those who are Participants for Non-Safe Harbor Matching Contribution purposes
		  		  		  	 ̈	  	Those who are Participants for Non-Safe Harbor Non-Elective Contribution purposes
				
		  	(d)	  	 ̈	  	Benefiting Participants. Any Participant selected in paragraph (c) <  ̈ who is a NHCE for the Allocation
Period > will be a Benefiting Participant for purposes of the allocations under (a)(3) above, provided the Participant also satisfies the applicable requirements in Section 1.6 of this Addendum.
		
	1.12	  	Definition of Compensation. A Participant’s Compensation for purposes of Non-Safe Harbor Matching Contribution #  2   will
be determined as indicated below.
			
		  	(a)	  	Compensation is defined as: (check one) 
		  		  	x	  	Form W-2 Compensation
		  		  	 ̈	  	Code §3401 Compensation
		  		  	 ̈	  	Safe Harbor Code §415 Compensation
			
		  	(b)	  	Elective contributions under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and §414(h)(2) will: (check
one)
		  		  	x	  	Be included as Compensation
		  		  	 ̈	  	Not be included as Compensation
			
		  	(c)	  	The Compensation measuring period is the: (check one) 
		  		  	x	  	Plan Year
		  		  	 ̈	  	Fiscal Year ending on or within the Plan Year
		  		  	 ̈	  	Calendar year ending on or within the Plan Year
				
		  	(d)	  	x	  	The following categories of remuneration will not be counted as Compensation: (check all that apply)
		  		  		  	 ̈	  	1) Compensation received prior to becoming a Participant for Non-Safe Harbor Non-Elective Contributions
		  		  		  	 ̈	  	2) Compensation received while an ineligible Employee under Section 1.2 of this Addendum
		  		  		  	 ̈	  	3) All items in Regulation §1.414(s)-1(c)(3) (i.e., expense allowances, fringe benefit, moving expenses, etc.)
		  		  		  	 ̈	  	4) Post-Severance Compensation
1
		  		  		  	 ̈	  	5) Deemed 125 Compensation
1
		  		  		  	 ̈	  	6) Bonuses 1
		  		  		  	 ̈	  	7) Overtime 1

		  		  		  	 ̈	  	8) Commissions 1

		  		  		  	x	  	9) Other (describe)
1	  	 Special pay or benefits; stock option exercise; restricted stock grants; preferred
stock

		  		  		  		  	 grants; performance share grants; long term incentive cash payments; education and
tuition; auto allowance;

		  		  		  		  	 taxable moving items; signing bonuses; retention bonuses; severance earnings; and
reimbursements

		  		  		  		  	 for gym memberships.

		  		  		  		  	  

		  		  		  		  	  

					
		  		  		  		  	 1    If checked, the
Plan’s definition of compensation may fail to satisfy the safe harbor requirements unless such compensation is excluded only with respect to Highly Compensated Employees under paragraph
(e) below.



											
				
		  	(e)	  	 ̈	  	 The amounts excluded under (d)(4) – (9) will only be excluded with respect: (check all that apply) 
		  		  		  	  ̈	  	Highly Compensated Employees
		  		  		  	  ̈	  	Other (cannot be a class that only includes NHCEs)	 	  

		  		  		  		  	  


 SIGNATURE OF THE PLAN SPONSOR

  

											
	By	 	 /s/ Robert P. McKinney
	 		 	Title	 	 VP, Human Resources

	Print Name	 	 Robert P. McKinney
	 		 	Date	 	 11/30/11



  

					
	Prototype 401(k) Non-Std.	  	Page 5 of 5	  	IRS Serial No: M391053a









 ADDITIONAL NON-SAFE HARBOR
MATCHING CONTRIBUTIONS 
 ADDENDUM #  3  

  

			
	Plan Name	  	 EnPro Industries, Inc. Retirement Savings Plan for Hourly
Employees


  

	1.1	Non-Safe Harbor Matching Contribution #  3  . In addition to the Non-Safe Harbor Matching Contributions made pursuant to
Section 6 of the Adoption Agreement, the Employer may make Non-Safe Harbor Matching Contribution #  3   to the Plan in accordance with this Addendum. These contributions are not intended to automatically
satisfy the ACP Test. 

  

	1.2	Eligible Employees. Solely for purposes of Non-Safe Harbor Matching Contribution #  3  , all Employees of the Employers
indicated in paragraph (a) below are considered Eligible Employees unless otherwise indicated in paragraph (b) below. 

  

	 	(a)	Employees of the following Employers are eligible for Non-Safe Harbor Matching Contribution #  3  : 


					
		 	 1.
	 	 Compressor Products International (CPI)

		 	 2.
	 	 CC Technology

		 	 3.
	 	 Progressive Equipment, Inc.

		 	 4.
	 	 Premier LubricationSystems, Inc.

		 	 5.
	 	  

		 	 6.
	 	  

		 	 7.
	 	  

		 	 8.
	 	  

		 	 9.
	 	  

		 	 10.
	 	  

		 	 11.
	 	  


  

											
		 	(b)	  	  x	 	Notwithstanding paragraph (a), the following classes of Employees of the Employers indicated in paragraph (a) are not eligible for Non-Safe Harbor
Matching Contribution #  3   : (check all that apply)
					
		 		  		 	 ̈	 	Union Employees
		 		  		 	x	 	Non-Resident Alien Employee
		 		  		 	 ̈	 	“Merger and Acquisition” Employees (but only during the statutory exclusion period)
		 		  		 	 ̈	 	Highly Compensated Employees
1
		 		  		 	x	 	Leased Employees (not otherwise excluded by statute) 1
		 		  		 	x	 	Employees of an Affiliated Employer that does not adopt this Plan 1
		 		  		 	 ̈	 	Key Employees <  ̈ but only those who are also Highly Compensated Employees > 1

		 		  		 	x	 	Employees who are paid primarily by salary
1
		 		  		 	 ̈	 	Employees who are paid primarily by the hour
1
		 		  		 	 ̈	 	Employees who are paid primarily by commissions 1
		 		  		 	x	 	Other (cannot be age or service related) 1	 	 Supplemental contract workers and part-time/seasonal 


		 		  		 		 	 employees. However, any part-time/seasonal employee who works at least 1,000 hours during an
eligibility

		 		  		 		 	 computation period will be eligible to participate.

		 		  		 		 	  

		 		  		 		 	  

		 		  		 		 	  

		 		  		 		 	  

		 		  		 		 	  



															
								
		 		 		 		  		  		  	1	  	Even if checked, these employees are still included in determining if the Plan satisfies the requirements of Code
§410(b).

  

	1.3	Minimum Age and Service Requirements. Solely for purposes of Non-Safe Harbor Matching Contribution #  3  , an Eligible Employee
(see Section 1.2 above) will be eligible to enter the Plan as a Participant on the applicable Entry Date upon satisfying the following age and/or service requirements: 


 

	 	(a)	Age Requirement     0     (max. 21 – enter zero if none)


  

	 	(b)	Service Requirement (check one) 


							
		 	x	  	1)	 	None
		 	 ̈	  	2)	 	            -Year Period of Service (max. 2, but Vesting must be 100% if more than 1 year is
used)
		 	 ̈	  	3)	 	            -month Period of Service (max. 24, but Vesting must be 100% if more than 12 months are
used)
		 	 ̈	  	4)	 	            -week Period of Service (max. 104, but Vesting must be 100% if more than 52 weeks are
used)


  

					
	Prototype 401(k) Non-Std.	  	Page 1 of 5	  	IRS Serial No: M391053a










											
		 		  	 ̈	  	5)	  	          -day Period of Service (max. 730, but Vesting must be 100% if more than 365 days are
used)
		 		  	 ̈	  	6)	  	           Year(s) of Service (max. 2, but Vesting must be 100% if more than 1 year is
used)
		 		  	 ̈	  	7)	  	1 Year of Service, or if earlier,            (max. 11) consecutive calendar months of
employment
		 		  		  		  	 ̈ in which the Employee is credited with at least           
Hours of Service per month
		 		  	 ̈	  	8)	  	1 Year of Service, or if earlier,            (max. 51) consecutive weeks of employment
		 		  		  		  	 ̈ in which the Employee is credited with at least           
Hours of Service per week
		 		  	 ̈	  	9)	  	1 Year of Service, or if earlier,            (max. 364) consecutive days of employment
		 		  		  		  	 ̈ in which the Employee is credited with at least           
Hours of Service per day
		
	1.4	 	Entry Dates. Solely for purposes of Employer contribution #  3  , an Eligible Employee who has satisfied the age and
service requirements in Section 1.3 will enter the Plan as a Participant on the entry date selected below.
		
		 	Note: If Section 1.3(b)(7), (8) or (9) is checked, an Eligible Employee who is entering the Plan as a Participant after satisfying the 1 Year of
Service component of such service requirement will enter the Plan as a Participant on the earlier of (1) the first day of the Plan Year that occurs after the date he or she satisfies the 1 Year of Service requirement (and any applicable age
requirement) or (2) the date that occurs six months after the date he or she satisfies the 1 Year of Service requirement (and any applicable age requirement). The Entry Date(s) selected below will only apply to an Eligible Employee who is
entering the Plan as a Participant after satisfying the months, days or weeks component of such service requirement (and any applicable age requirement).
			
		 	 ̈	  	Retroactive to the first day of the Plan Year in which the requirements are satisfied.
		 	 ̈	  	The first day of the Plan Year coincident with or following the date the requirements are satisfied. 1
		 	 ̈	  	The first day of the Plan Year nearest the date the requirements are satisfied.
		 	 ̈	  	The last day of the Plan Year coincident with or following the date the requirements are satisfied. 1
		 	 ̈	  	The last day of the Plan Year nearest the date the requirements are satisfied.
		 	 ̈	  	The first day of the month coincident with or following the date the requirements are satisfied.
		 	 ̈	  	The first day of the payroll period coincident with or following the date the requirements are satisfied.
		 	x	  	The same day the requirements are satisfied.
		 	 ̈	  	The first day of the 1st or 7th month
coincident with or following the date the requirements are satisfied.
		 	 ̈	  	The last day of the 6th or 12th
month coincident with or following the date the requirements are satisfied.
		 	 ̈	  	The first day of the 1st, 4th,
7th or 10th month coincident with or following the date the requirements are
satisfied.
		 	 ̈	  	The last day of the 3rd, 6th,
9th or 12th month coincident with or following the date the requirements are
satisfied.


															
						
		 		 		 		  	1	  	This option cannot be checked if the age requirement in 1.3(a) is 21 and/or if one of the following service requirements is checked: 1.3(b)(2); 1.3(b)(3) and the number of months selected is more than 6;
1.3(b)(4) and the number of weeks selected is more than 26; 1.3(b)(5) and the number of days selected is more than 182; or 1.3(b)(6).


											
		
	1.5	 	Contribution Formula. Non-Safe Harbor Matching Contribution #  2   made pursuant to the terms of this Addendum will be
determined in accordance with the formula selected below.
				
		 	(a)	  	 ̈	  	Totally Discretionary Formula (Non-Tiered). Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer’s Non-Safe Harbor
Matching Contribution for any Allocation Period is totally discretionary.
				
		 	(b)	  	 ̈	  	Discretionary Formula (Tiered or Non-Tiered) With Fixed Maximum. Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer may
make a Non-Safe Harbor Matching Contribution for any Allocation Period equal to a discretionary percentage of each Benefiting Participant’s Elective Deferrals, not to exceed the following amount for any Allocation Period on behalf of any
Benefiting Participant:
					
		 		  		  	 ̈	  	          % (max. 100%) of a Benefiting Participant’s Elective Deferrals
		 		  		  	 ̈	  	          % of a Benefiting Participant’s Compensation (the % cannot exceed the minimum deferral % in
4.4(a))
		 		  		  	 ̈	  	$             for a Benefiting Participant
		 		  		  	 ̈	  	The lesser of             % of a Benefiting Participant’s Compensation or
$            
		 		  		  	 ̈	  	            % (max. 100%) of a Participant Elective Deferrals that do not exceed
            % of his or her Compensation
				
		 	(c)	  	x	  	Mandatory Non-Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution equal to   50  % (max. 100%) of
each Benefiting Participant’s Elective Deferrals x not to exceed the following for an Allocation Period:
					
		 		  		  	x	  	Elective Deferrals in excess of   4  % of each Benefiting Participant’s Compensation
		 		  		  	 ̈	  	$             for each Benefiting Participant


  

					
	Prototype 401(k) Non-Std.	  	Page 2 of 5	  	IRS Serial No: M391053a










									
		 		  	 ̈	  	The lesser of Elective Deferrals in excess of             % of each Benefiting Participant’s
Compensation or $                    
			
	(d)  	 	 ̈  	  	Mandatory Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the amount determined by the
tiered formula below. (check each tier that applies, but note that the rate of Non-Safe Harbor Matching Contributions cannot increase as Elective Deferrals increase)
				
		 		  	 ̈	  	1st tier             % of Elective Deferrals that do not exceed
            % of Compensation
		 		  	 ̈	  	2nd tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  	 ̈	  	3rd tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  	 ̈	  	4th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  	 ̈	  	5th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  	 ̈	  	6th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  	 ̈	  	7th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  	 ̈	  	8th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  	 ̈	  	9th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  	 ̈	  	10th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
			
	(e)	 	 ̈	  	Mandatory Years/Periods of Service Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the Matching
percentage indicated below of each Benefiting Participant’s Elective Deferrals based on the Benefiting Participant’s <  ̈ 1-Year Periods of Service > <  ̈ Years of Service, and a Year of Service for purposes of this Section is a Plan Year in which a Participant is credited with
               (max. 1,000) Hours of Service >, subject to any limitations indicated below. (check each tier that
applies)

  

									
		 		  	Years/Periods of Service	  		  	Matching %
					
		 		  	            to            
	  		  	            %    <  ̈ up to
$             > <  ̈ up to             % of Compensation
>
		 		  	            to            
	  		  	            %    <  ̈ up to
$             > <  ̈ up to             % of Compensation
>
		 		  	            to            
	  		  	            %    <  ̈ up to
$             > <  ̈ up to             % of Compensation
>
		 		  	            to            
	  		  	            %    <  ̈ up to
$             > <  ̈ up to             % of Compensation
>
		 		  	            to            
	  		  	            %    <  ̈ up to
$             > <  ̈ up to             % of Compensation
>

  

									
	1.6  	 		  	Allocation Requirements. Any Employee who has entered the Plan as a Participant for purposes of Non-Safe Harbor Matching Contribution
#  3   and who makes an Elective Deferral during an Allocation Period <  ̈ and who is an NHCE for that Allocation Period > will be a Benefiting Participant
for that Allocation Period for purposes of Non-Safe Harbor Matching Contribution #  3   as indicated below < x provided the Participant is still an Eligible
Employee under Section 1.2(b) on the last day of the Allocation Period (or earlier Termination of Employment) >.
				
		 		  	(a)	  	Participants who are still Employees on the last day of the Allocation Period (check one)
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
		 		  		  	 ̈	  	Must be credited with                (max. 1,000) Hours of Service in the Allocation
Period
		 		  		  	 ̈	  	Must be credited with a                (max. 6) month Period of Service in the Allocation
Period
		 		  		  	 ̈	  	Must be credited with                (max. 6) consecutive calendar months of employment in the
Allocation Period
		 		  		  	 ̈	  	Must be credited with                (max. 182) consecutive days of employment in the
Allocation Period
				
		 		  	(b)	  	Participants who Terminate Employment before the last day of the Allocation Period because of retirement on or after Normal Retirement Age <  ̈ or Early Retirement Age >, or because of their death or Disability (check one)
		 		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
		 		  		  	 ̈	  	Must be credited with                (max. 1,000) Hours of Service in the Allocation
Period
		 		  		  	 ̈	  	Must be credited with a                (max. 6) month Period of Service in the Allocation
Period
		 		  		  	 ̈	  	Must be credited with                (max. 6) consecutive calendar months of employment in the
Allocation Period
		 		  		  	 ̈	  	Must be credited with                (max. 182) consecutive days of employment in the Allocation
Period  
				
		 		  	(c)	  	Participants who Terminate Employment before the last day of the Allocation Period for any other reason (check one)
		 		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
		 		  		  	 ̈	  	Must be credited with                (max. 1,000) Hours of Service in the Allocation
Period


  

					
	Prototype 401(k) Non-Std.	  	Page 3 of 5	  	IRS Serial No: M391053a










											
					
		 		  		 	 ̈  Must be credited with a             
(max. 6) month Period of Service in the Allocation Period
  ̈  Must be credited
with              (max. 6) consecutive calendar months of employment in the Allocation Period
  ̈  Must be credited with              (max. 182) consecutive days of
employment in the Allocation Period 
	  	
					
	1.7	 		  	 ̈	 	Catch-Up Contributions. Catch-Up Contributions will be matched under the formula selected in Section 1.5 <
 ̈ but any limitations selected in such formula will be ignored >.	  	
					
	1.8	 		  	 ̈	 	Voluntary Employee Contributions. Voluntary Employee Contribution will be matched under the formula selected in Section 1.5 <  ̈ but any limitations selected in such formula will be ignored >.	  	
				
	1.9	 		  	Vesting. A Participant’s Vested Interest in any Non-Safe Harbor Matching Contribution #  3   which is allocated to his or
her Participant’s Account under this Addendum will be determined by the provisions selected below.	  	
					
		 		  	(a)	 	The Vesting schedule in a non-Top Heavy Plan Year is: (check one)	  	
		 		  		 	x	  	100% full and immediate	  	
		 		  		 	 ̈	  	The schedule set forth below	  	
						
		 		  		 		  	 1 Year / Period of Service
                       %
 2 Years / Periods of Service                     % (must be at least 20% unless 100% Vesting
occurs after 3 years)
 3 Years / Periods of Service
                    % (must be at least 40%)
 4 Years / Periods of Service                     % (must be at least 60%)

5 Years / Periods of Service
                    % (must be at least 80%)
 6 Years / Periods of Service                     % (must be 100%)
	  	
					
		 		  	(b)	 	The Vesting schedule in a Top Heavy Plan Year is: (check one)	  	
		 		  		 	 ̈	  	100% full and immediate	  	
		 		  		 	 ̈	  	The schedule set forth below	  	
						
		 		  		 		  	 1 Year / Period of Service
                       %
 2 Years / Periods of Service                     % (must be at least 20% unless 100% Vesting
occurs after 3 years)
 3 Years / Periods of Service
                    % (must be at least 40%)
 4 Years / Periods of Service                     % (must be at least 60%)

5 Years / Periods of Service
                    % (must be at least 80%)
 6 Years / Periods of Service                     % (must be 100%)
	  	
						
		 		  	(c)	 	 ̈	  	Vesting Schedule for Pre-EGTRRA Contributions. Notwithstanding paragraph (a) above, a Participant’s Vested Interest in Non-Safe Harbor Matching Contributions
which were made to the Plan prior to January 1, 2001 will be determined in accordance with the Vesting schedule in effect when such contributions were made to the Plan.	  	
						
		 		  	(d)	 	 ̈	  	Service Excluded for Vesting. All Service with the Employer is counted in determining a Participant’s Vested Interest in the Non-Safe Harbor Non-Elective
Contribution Account except the following: (check all that apply)	  	
		 		  		 		  	  ̈  Service before age 18

 ̈  Service before the Employer maintained this Plan or a predecessor plan

 ̈  Service during a period for which the Employee made no mandatory contributions to the
Plan
	  	
				
	1.10	 		  	Allocation of Forfeitures. Forfeitures of Non-Safe Harbor Matching Contribution #  3   which are not used to pay
administrative expenses as permitted under Section 3.4 of the Basic Plan will be allocated (or used) as selected below.	  	
					
		 		  	(a)	 	Forfeitures attributable to Non-Safe Harbor Matching Contributions will be: (check one)	  	
		 		  		 	x	  	1) Used to reduce Employer contributions as described in Section 3.13(b)(2) of the Basic Plan	  	
		 		  		 	 ̈	  	2) Added to Employer contributions as described in Section 3.13(b)(2) of the Basic Plan	  	
		 		  		 	 ̈	  	3) Allocated to Benefiting Participants in the manner selected in paragraphs (b), (c) and (d) below	  	
						
		 		  	(b)	 	 ̈	  	Method of Allocation. Forfeitures allocated under (a)(3) will be allocated to each Benefiting Participant as follows:	  	
		 		  		 		  	  ̈  Pro-rata based on his or her Compensation for the Plan Year

 ̈  Pro-rata based on his or her Elective Deferrals for the Plan Year

 ̈  Pro-rata based on his or her Non-Safe Harbor Matching Contributions for the Plan
Year
  ̈  Pro-rata based on his or her Non-Safe Harbor Matching Contribution Account
balance
	  	


  

					
	Prototype 401(k) Non-Std.	  	Page 4 of 5	  	IRS Serial No: M391053a










											
		  	(c)	  	 ̈	  	Participants Eligible to Be Benefiting Participants. The following are eligible to be Benefiting Participants for an Allocation Period with respect to Forfeitures
allocated under (a)(3) above:
		  		  		  	 ̈  Those who are Participants for Elective Deferral purposes
		  		  		  	 ̈  Those who are Participants for Non-Safe Harbor Matching Contribution purposes
		  		  		  	 ̈  Those who are Participants for Non-Safe Harbor Non-Elective Contribution purposes
				
		  	(d)	  	 ̈	  	Benefiting Participants. Any Participant selected in paragraph (c) <  ̈ who is a NHCE for the Allocation
Period > will be a Benefiting Participant for purposes of the allocations under paragraph (a)(3) above, provided the Participant also satisfies the applicable requirements in Section 1.6 of this Addendum.
		
	1.12	  	Definition of Compensation. A Participant’s Compensation for purposes of Non-Safe Harbor Matching Contribution #  3  
will be determined as indicated below.
			
		  	(a)	  	Compensation is defined as: (check one) 
		  		  	x	  	Form W-2 Compensation
		  		  	 ̈	  	Code §3401 Compensation
		  		  	 ̈	  	Safe Harbor Code §415 Compensation
			
		  	(b)	  	Elective contributions under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and §414(h)(2) will: (check one)

		  		  	x	  	Be included as Compensation
		  		  	 ̈	  	Not be included as Compensation
			
		  	(c)	  	The Compensation measuring period is the: (check one) 
		  		  	x	  	Plan Year
		  		  	 ̈	  	Fiscal Year ending on or within the Plan Year
		  		  	 ̈	  	Calendar year ending on or within the Plan Year
				
		  	(d)	  	x	  	The following categories of remuneration will not be counted as Compensation: (check all that apply)
		  		  		  	 ̈	  	1) Compensation received prior to becoming a Participant for Non-Safe Harbor Non-Elective Contributions
		  		  		  	 ̈	  	2) Compensation received while an ineligible Employee under Section 1.2 of this Addendum
		  		  		  	 ̈	  	3) All items in Regulation §1.414(s)-1(c)(3) (i.e., expense allowances, fringe benefit, moving expenses, etc.)
		  		  		  	 ̈	  	4) Post-Severance Compensation
1
		  		  		  	 ̈	  	5) Deemed 125 Compensation
1
		  		  		  	 ̈	  	6) Bonuses
1
		  		  		  	 ̈	  	7) Overtime
1
		  		  		  	 ̈	  	8) Commissions
1
		  		  		  	x	  	9) Other (describe) 
1	 	 Special pay or benefits; stock option exercise; restricted stock grants; preferred
stock

		  		  		  		  	 grants; performance share grants; long term incentive cash payments; education and tuition;
auto allowance;

		  		  		  		  	 taxable moving items; signing bonuses; retention bonuses; severance earnings; and
reimbursements for gym

		  		  		  		  	 memberships.

		  		  		  		  	  

					
		  		  		  		  	 1        If checked, the
Plan’s definition of compensation may fail to satisfy the safe harbor requirements unless such compensation is excluded only with respect to Highly Compensated Employees under paragraph (e) below.



											
				
		  	(e)	  	 ̈	  	 The amounts excluded under (d)(4) – (9) will only be excluded with respect: (check all that apply) 
		  		  		  	  ̈	  	Highly Compensated Employees
		  		  		  	  ̈	  	Other (cannot be a class that only includes NHCEs)	 	  

		  		  		  		  	  



SIGNATURE OF THE PLAN SPONSOR 

 

											
	By	 	 /s/ Robert P. McKinney
	 		 	Title	 	 VP, Human Resources

	Print Name	 	 Robert P. McKinney
	 		 	Date	 	 11/30/11



  

					
	Prototype 401(k) Non-Std.	  	Page 5 of 5	  	IRS Serial No: M391053a









 ADDITIONAL NON-SAFE HARBOR
MATCHING CONTRIBUTIONS 
 ADDENDUM #  4  

  

			
	Plan Name	  	 EnPro Industries, Inc. Retirement Savings Plan for Hourly
Employees


  

	1.1	Non-Safe Harbor Matching Contribution #  4  . In addition to the Non-Safe Harbor Matching Contributions made pursuant to
Section 6 of the Adoption Agreement, the Employer may make Non-Safe Harbor Matching Contribution #  4   to the Plan in accordance with this Addendum. These contributions are not intended to automatically
satisfy the ACP Test. 

  

	1.2	Eligible Employees. Solely for purposes of Non-Safe Harbor Matching Contribution #  4  , all Employees of the Employers
indicated in paragraph (a) below are considered Eligible Employees unless otherwise indicated in paragraph (b) below. 

  

	 	(a)	Employees of the following Employers are eligible for Non-Safe Harbor Matching Contribution #  4  : 


					
		 	 1.
	 	Garlock Rubber Technologies
		 	 2.
	 	  
  

		 	 3.
	 	  

		 	 4.
	 	  

		 	 5.
	 	  

		 	 6.
	 	  

		 	 7.
	 	  

		 	 8.
	 	  

		 	 9.
	 	  

		 	 10.
	 	  

		 	 11.
	 	  


  

											
		 	(b)	  	  x	 	Notwithstanding paragraph (a), the following classes of Employees of the Employers indicated in paragraph (a) are not eligible for Non-Safe Harbor
Matching Contribution #  4  : (check all that apply)
					
		 		  		 	x	 	Union Employees
		 		  		 	x	 	Non-Resident Alien Employee
		 		  		 	 ̈	 	“Merger and Acquisition” Employees (but only during the statutory exclusion period)
		 		  		 	 ̈	 	Highly Compensated Employees
1
		 		  		 	x	 	Leased Employees (not otherwise excluded by statute) 1
		 		  		 	x	 	Employees of an Affiliated Employer that does not adopt this Plan 1
		 		  		 	 ̈	 	Key Employees <  ̈ but only those who are also Highly Compensated Employees > 1

		 		  		 	x	 	Employees who are paid primarily by salary
1
		 		  		 	 ̈	 	Employees who are paid primarily by the hour
1
		 		  		 	 ̈	 	Employees who are paid primarily by commissions 1
		 		  		 	x	 	Other (cannot be age or service
related) 1 
	 	 Supplemental contract workers and part-time/seasonal employees.

		 		  		 		 	 However, any part-time/seasonal employee who works at least 1,000 hours during an
eligibility computation
 period will be eligible to participate.

		 		  		 		 	  

		 		  		 		 	  

		 		  		 		 	  

		 		  		 		 	  

		 		  		 		 	  

					
		 		  		 	1	 	Even if checked, these employees are still included in determining if the Plan satisfies the requirements of Code §410(b).

  

	1.3	Minimum Age and Service Requirements. Solely for purposes of Non-Safe Harbor Matching Contribution #  4  , an Eligible Employee
(see Section 1.2 above) will be eligible to enter the Plan as a Participant on the applicable Entry Date upon satisfying the following age and/or service requirements: 


 

	 	(a)	Age Requirement     0     (max. 21 – enter zero if none)


  

	 	(b)	Service Requirement (check one) 


							
		 	x	  	1)	 	None
		 	 ̈	  	2)	 	            -Year Period of Service (max. 2, but Vesting must be 100% if more than 1 year is
used)
		 	 ̈	  	3)	 	            -month Period of Service (max. 24, but Vesting must be 100% if more than 12 months are
used)
		 	 ̈	  	4)	 	            -week Period of Service (max. 104, but Vesting must be 100% if more than 52 weeks are
used)


  

					
	Prototype 401(k) Non-Std.	  	Page 1 of 5	  	IRS Serial No: M391053a










	 	 ̈	5)                   -day Period of Service (max. 730, but
Vesting must be 100% if more than 365 days are used) 

  

	 	 ̈	6)                    Year(s) of Service (max. 2, but Vesting
must be 100% if more than 1year is used) 

  

	 	 ̈	7)       1 Year of Service, or if earlier,             
(max. 11) consecutive calendar months of employment 


 ̈ in which the Employee is credited with at least
             Hours of Service per month 
  

	 	 ̈	8)       1 Year of Service, or if earlier,             
(max. 51) consecutive weeks of employment 

  ̈ in which
the Employee is credited with at least              Hours of Service per week 
  

	 	 ̈	9)       1 Year of Service, or if earlier,             
(max. 364) consecutive days of employment 

  ̈ in which
the Employee is credited with at least              Hours of Service per day 
  

	1.4	Entry Dates. Solely for purposes of Employer contribution #  4  , an Eligible Employee who has satisfied the age and service
requirements in Section 1.3 will enter the Plan as a Participant on the entry date selected below. 


Note: If Section 1.3(b)(7), (8) or (9) is checked, an Eligible Employee who is entering the Plan as a Participant after
satisfying the 1 Year of Service component of such service requirement will enter the Plan as a Participant on the earlier of (1) the first day of the Plan Year that occurs after the date he or she satisfies the 1 Year of Service requirement
(and any applicable age requirement) or (2) the date that occurs six months after the date he or she satisfies the 1 Year of Service requirement (and any applicable age requirement). The Entry Date(s) selected below will only apply to an
Eligible Employee who is entering the Plan as a Participant after satisfying the months, days or weeks component of such service requirement (and any applicable age requirement). 

 

	 	 ̈	Retroactive to the first day of the Plan Year in which the requirements are satisfied. 


	 	 ̈	 The first day of the Plan Year coincident with or following the date the requirements are satisfied. 1 



	 	 ̈	The first day of the Plan Year nearest the date the requirements are satisfied. 


	 	 ̈	 The last day of the Plan Year coincident with or following the date the requirements are satisfied.
1 



	 	 ̈	The last day of the Plan Year nearest the date the requirements are satisfied. 


	 	 ̈	The first day of the month coincident with or following the date the requirements are satisfied. 


	 	 ̈	The first day of the payroll period coincident with or following the date the requirements are satisfied. 


	 	x	The same day the requirements are satisfied. 


	 	 ̈	 The first day of the
1st or 7th month coincident with or following the date the requirements are
satisfied. 



	 	 ̈	 The last day of the
6th or 12th month coincident with or following the date the requirements are
satisfied. 



	 	 ̈	 The first day of the
1st, 4th, 7th or 10th month coincident with or following the date the requirements are satisfied. 



	 	 ̈	 The last day of the
3rd, 6th, 9th or 12th month coincident with or following the date the requirements are satisfied. 



 

	 	1	 This option cannot be checked if the age requirement in 1.3(a) is 21 and/or if one of the
following service requirements is checked: 1.3(b)(2); 1.3(b)(3) and the number of months selected is more than 6; 1.3(b)(4) and the number of weeks selected is more than 26; 1.3(b)(5) and the number of days selected is more than 182; or
1.3(b)(6). 


  

	1.5	Contribution Formula. Non-Safe Harbor Matching Contribution #  4   made pursuant to the terms of this Addendum will be
determined in accordance with the formula selected below. 

  

					
	 (a)
	 	 ̈	 	Totally Discretionary Formula (Non-Tiered). Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer’s Non-Safe Harbor Matching
Contribution for any Allocation Period is totally discretionary.
			
	 (b)
	 	 ̈	 	Discretionary Formula (Tiered or Non-Tiered) With Fixed Maximum. Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer may make a
Non-Safe Harbor Matching Contribution for any Allocation Period equal to a discretionary percentage of each Benefiting Participant’s Elective Deferrals, not to exceed the following amount for any Allocation Period on behalf of any Benefiting
Participant:

  ̈
            % (max. 100%) of a Benefiting Participant’s Elective Deferrals 
  ̈             % of a Benefiting Participant’s Compensation (the % cannot exceed
the minimum deferral % in 4.4(a)) 
  ̈
$                         for a Benefiting Participant 

 ̈ The lesser of
            % of a Benefiting Participant’s Compensation or
$                             

 ̈             %
(max. 100%) of a Participant Elective Deferrals that do not exceed             % of his or her Compensation 

 

					
	 (c)
	 	x	  	Mandatory Non-Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution equal to   100  % (max. 100%) of each
Benefiting Participant’s Elective Deferrals x not to exceed the following for an Allocation Period:

 x Elective Deferrals in excess of
  5  % of each Benefiting Participant’s Compensation 

 ̈
$                         for each Benefiting Participant 

  

					
	Prototype 401(k) Non-Std.	  	Page 2 of 5	  	IRS Serial No: M391053a










									
		  		  		  	 ̈	  	The lesser of Elective Deferrals in excess of             % of each Benefiting Participant’s Compensation
or $            
				
		  	 (d)
	  	 ̈	  	Mandatory Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the amount determined by the
tiered formula below. (check each tier that applies, but note that the rate of Non-Safe Harbor Matching Contributions cannot increase as Elective Deferrals increase)
					
		  		  		  	 ̈	  	1st tier             % of Elective Deferrals that do not exceed
            % of Compensation
		  		  		  	 ̈	  	2nd tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	3rd tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	4th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	5th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	6th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	7th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	8th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	9th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	10th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
				
		  	 (e)
	  	 ̈	  	Mandatory Years/Periods of Service Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the
Matching percentage indicated below of each Benefiting Participant’s Elective Deferrals based on the Benefiting Participant’s <  ̈ 1-Year Periods of Service > <  ̈ Years of Service, and a Year of Service for purposes of this Section is a Plan Year in which a Participant is credited with
             (max. 1,000) Hours of Service >, subject to any limitations indicated below. (check each tier that applies)
				
		  		  		  	Years/Periods of Service     Matching %
				
		  		  		  	
            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

		
	1.6	  	Allocation Requirements. Any Employee who has entered the Plan as a Participant for purposes of Non-Safe Harbor Matching Contribution
#  4   and who makes an Elective Deferral during an Allocation Period <  ̈ and who is an NHCE for that Allocation Period > will be a Benefiting Participant for
that Allocation Period for purposes of Non-Safe Harbor Matching Contribution #  4   as indicated below < x provided the Participant is still an Eligible Employee
under Section 1.2(b) on the last day of the Allocation Period (or earlier Termination of Employment) >.
			
		  	(a)	  	Participants who are still Employees on the last day of the Allocation Period (check one)
		  		  	x	  	Will always be Benefiting Participants regardless of Service
		  		  	 ̈	  	Must be credited with                (max. 1,000) Hours of Service in the
Allocation Period
		  		  	 ̈	  	Must be credited with a                (max. 6) month Period of Service in the
Allocation Period
		  		  	 ̈	  	Must be credited with                (max. 6) consecutive calendar months of
employment in the Allocation Period
		  		  	 ̈	  	Must be credited with                (max. 182) consecutive days of employment in the
Allocation Period
			
		  	(b)	  	Participants who Terminate Employment before the last day of the Allocation Period because of retirement on or after Normal Retirement Age <  ̈ or Early Retirement Age >, or because of their death or Disability (check one)
		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		  		  	x	  	Will always be Benefiting Participants regardless of Service
		  		  	 ̈	  	Must be credited with                (max. 1,000) Hours of Service in the
Allocation Period
		  		  	 ̈	  	Must be credited with a                (max. 6) month Period of Service in the
Allocation Period
		  		  	 ̈	  	Must be credited with                (max. 6) consecutive calendar months of
employment in the Allocation Period
		  		  	 ̈	  	Must be credited with                (max. 182) consecutive days of employment
in the Allocation Period
			
		  	(c)	  	Participants who Terminate Employment before the last day of the Allocation Period for any other reason (check
one)
		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		  		  	x	  	Will always be Benefiting Participants regardless of Service
		  		  	 ̈	  	Must be credited with                (max. 1,000) Hours of Service in the
Allocation Period


  

					
	Prototype 401(k) Non-Std.	  	Page 3 of 5	  	IRS Serial No: M391053a










							
		  		  	 ̈	 	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		  		  	 ̈	 	Must be credited with              (max. 6) consecutive calendar months of employment in the Allocation
Period
		  		  	 ̈	 	Must be credited with              (max. 182) consecutive days of employment in the Allocation
Period
			
	1.7	  	 ̈	  	Catch-Up Contributions. Catch-Up Contributions will be matched under the formula selected in Section 1.5 <
 ̈ but any limitations selected in such formula will be ignored >.
			
	1.8	  	 ̈	  	Voluntary Employee Contributions. Voluntary Employee Contribution will be matched under the formula selected in Section 1.5 <  ̈ but any limitations selected in such formula will be ignored >.
		
	1.9	  	Vesting. A Participant’s Vested Interest in any Non-Safe Harbor Matching Contribution #  4   which is allocated to his
or her Participant’s Account under this Addendum will be determined by the provisions selected below.
			
		  	(a)	  	The Vesting schedule in a non-Top Heavy Plan Year is: (check one)
		  		  	x	 	100% full and immediate
		  		  	 ̈	 	The schedule set forth below

  

									
		  		  		 	1 Year / Period of Service	 	            %
		  		  		 	2 Years / Periods of Service	 	            % (must be at least 20% unless 100% Vesting occurs after 3 years)
		  		  		 	3 Years / Periods of Service	 	            % (must be at least 40%)
		  		  		 	4 Years / Periods of Service	 	            % (must be at least 60%)
		  		  		 	5 Years / Periods of Service	 	            % (must be at least 80%)
		  		  		 	6 Years / Periods of Service	 	            % (must be 100%)
			
		  	(b)	  	The Vesting schedule in a Top Heavy Plan Year is: (check one)
		  		  	 ̈	 	100% full and immediate
		  		  	 ̈	 	The schedule set forth below
					
		  		  		 	1 Year / Period of Service	 	            %
		  		  		 	2 Years / Periods of Service	 	            % (must be at least 20% unless 100% Vesting occurs after 3 years)
		  		  		 	3 Years / Periods of Service	 	            % (must be at least 40%)
		  		  		 	4 Years / Periods of Service	 	            % (must be at least 60%)
		  		  		 	5 Years / Periods of Service	 	            % (must be at least 80%)
		  		  		 	6 Years / Periods of Service	 	            % (must be 100%)
				
		  	(c)	  	 ̈	 	Vesting Schedule for Pre-EGTRRA Contributions. Notwithstanding paragraph (a) above, a Participant’s Vested Interest in Non-Safe Harbor Matching
Contributions which were made to the Plan prior to January 1, 2001 will be determined in accordance with the Vesting schedule in effect when such contributions were made to the Plan.
				
		  	(d)	  	 ̈	 	Service Excluded for Vesting. All Service with the Employer is counted in determining a Participant’s Vested Interest in the Non-Safe Harbor Non-Elective
Contribution Account except the following: (check all that apply)
		  		  		 	 ̈  Service before age 18
		  		  		 	 ̈  Service before the Employer maintained this Plan or a predecessor plan
		  		  		 	 ̈  Service during a period for which the Employee made no mandatory contributions to the Plan
		
	1.10	  	Allocation of Forfeitures. Forfeitures of Non-Safe Harbor Matching Contribution #  4     which are not used to
pay administrative expenses as permitted under Section 3.4 of the Basic Plan will be allocated (or used) as selected below.
			
		  	(a)	  	Forfeitures attributable to Non-Safe Harbor Matching Contributions will be: (check one)



									
		  		  	x	 	1) Used to reduce Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		  		  	 ̈	 	2) Added to Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		  		  	 ̈	 	3) Allocated to Benefiting Participants in the manner selected in paragraphs (b), (c) and (d) below
				
		  	(b)	  	 ̈	 	Method of Allocation. Forfeitures allocated under (a)(3) will be allocated to each Benefiting Participant as follows:
		  		  		 	 ̈  Pro-rata based on his or her Compensation for the Plan Year
		  		  		 	 ̈  Pro-rata based on his or her Elective Deferrals for the Plan Year
		  		  		 	 ̈  Pro-rata based on his or her Non-Safe Harbor Matching Contributions for the Plan Year
		  		  		 	 ̈  Pro-rata based on his or her Non-Safe Harbor Matching Contribution Account
balance


  

					
	Prototype 401(k) Non-Std.	  	Page 4 of 5	  	IRS Serial No: M391053a










											
		  	(c)	  	 ̈	  	Participants Eligible to Be Benefiting Participants. The following are eligible to be Benefiting Participants for an Allocation Period with respect to Forfeitures
allocated under (a)(3) above:
		  		  		  	 ̈  Those who are Participants for Elective Deferral purposes
		  		  		  	 ̈  Those who are Participants for Non-Safe Harbor Matching Contribution purposes
		  		  		  	 ̈  Those who are Participants for Non-Safe Harbor Non-Elective Contribution purposes
				
		  	(d)	  	 ̈	  	Benefiting Participants. Any Participant selected in paragraph (c) <  ̈ who is a NHCE for the Allocation
Period > will be a Benefiting Participant for purposes of the allocations under paragraph (a)(3) above, provided the Participant also satisfies the applicable requirements in Section 1.6 of this Addendum.
		
	1.12	  	Definition of Compensation. A Participant’s Compensation for purposes of Non-Safe Harbor Matching Contribution #  4  
will be determined as indicated below.
			
		  	(a)	  	Compensation is defined as: (check one) 
		  		  	x	  	Form W-2 Compensation
		  		  	 ̈	  	Code §3401 Compensation
		  		  	 ̈	  	Safe Harbor Code §415 Compensation
			
		  	(b)	  	Elective contributions under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and §414(h)(2) will: (check one)

		  		  	x	  	Be included as Compensation
		  		  	 ̈	  	Not be included as Compensation
			
		  	(c)	  	The Compensation measuring period is the: (check one) 
		  		  	x	  	Plan Year
		  		  	 ̈	  	Fiscal Year ending on or within the Plan Year
		  		  	 ̈	  	Calendar year ending on or within the Plan Year
				
		  	(d)	  	x	  	The following categories of remuneration will not be counted as Compensation: (check all that apply)
		  		  		  	 ̈	  	1) Compensation received prior to becoming a Participant for Non-Safe Harbor Non-Elective Contributions
		  		  		  	 ̈	  	2) Compensation received while an ineligible Employee under Section 1.2 of this Addendum
		  		  		  	 ̈	  	3) All items in Regulation §1.414(s)-1(c)(3) (i.e., expense allowances, fringe benefit, moving expenses, etc.)
		  		  		  	 ̈	  	4) Post-Severance Compensation
1

		  		  		  	 ̈	  	5) Deemed 125 Compensation
1
		  		  		  	 ̈	  	6) Bonuses
1
		  		  		  	 ̈	  	7) Overtime
1
		  		  		  	 ̈	  	8) Commissions
1
		  		  		  	x	  	9) Other (describe) 
1	 	 Special pay or benefits; stock option exercise; restricted stock grants; preferred
stock

		  		  		  		  	 grants; performance share grants; long term incentive cash payments; education and tuition;
auto allowance;

		  		  		  		  	 taxable moving items; signing bonuses; retention bonuses; severance earnings; and
reimbursements for gym

		  		  		  		  	 memberships.

		  		  		  		  	  

					
		  		  		  		  	 1         If
checked, the Plan’s definition of compensation may fail to satisfy the safe harbor requirements unless such compensation is excluded only with respect to Highly Compensated Employees under paragraph (e) below.



											
				
		  	(e)	  	 ̈	  	 The amounts excluded under (d)(4) – (9) will only be excluded with respect: (check all that apply) 
		  		  		  	  ̈	  	Highly Compensated Employees
		  		  		  	  ̈	  	Other (cannot be a class that only includes NHCEs)	 	  

		  		  		  		  	  



SIGNATURE OF THE PLAN SPONSOR 

 

											
	By	 	 /s/ Robert P. McKinney
	 		 	Title	 	 VP, Human Resources

	Print Name	 	 Robert P. McKinney
	 		 	Date	 	 11/30/11



  

					
	Prototype 401(k) Non-Std.	  	Page 5 of 5	  	IRS Serial No:  M391053a









 ADDITIONAL NON-SAFE HARBOR
MATCHING CONTRIBUTIONS 
 ADDENDUM #  5  

  

			
	Plan Name	 	 EnPro Industries, Inc. Retirement Savings Plan for Hourly Employees


  

	1.1	Non-Safe Harbor Matching Contribution #  5  . In addition to the Non-Safe Harbor Matching Contributions made pursuant to
Section 6 of the Adoption Agreement, the Employer may make Non-Safe Harbor Matching Contribution #  5   to the Plan in accordance with this Addendum. These contributions are not intended to automatically
satisfy the ACP Test. 

  

	1.2	Eligible Employees. Solely for purposes of Non-Safe Harbor Matching Contribution #  5  , all Employees of the Employers
indicated in paragraph (a) below are considered Eligible Employees unless otherwise indicated in paragraph (b) below. 

  

	 	(a)	Employees of the following Employers are eligible for Non-Safe Harbor Matching Contribution #  5  :


  

					
		 	1.	 	 Tara Technologies (Union Employees)

		 	2.	 	  

		 	3.	 	  

		 	4.	 	  

		 	5.	 	  

		 	6.	 	  

		 	7.	 	  

		 	8.	 	  

		 	9.	 	  

		 	10.	 	  

		 	11.	 	  


  

											
		 	(b)	  	  x	  	Notwithstanding paragraph (a), the following classes of Employees of the Employers indicated in paragraph (a) are not eligible for Non-Safe Harbor Matching
Contribution #  5  : (check all that apply)
					
		 		  		  	 ̈	 	Union Employees
		 		  		  	x	 	Non-Resident Alien Employee
		 		  		  	 ̈	 	“Merger and Acquisition” Employees (but only during the statutory exclusion period)
		 		  		  	 ̈	 	Highly Compensated Employees 1
		 		  		  	x	 	Leased Employees (not otherwise excluded by statute) 1
		 		  		  	x	 	Employees of an Affiliated Employer that does not adopt this Plan 1
		 		  		  	 ̈	 	Key Employees <  ̈ but only those who are also Highly Compensated Employees > 1

		 		  		  	x	 	Employees who are paid primarily by salary
1
		 		  		  	 ̈	 	Employees who are paid primarily by the hour
1
		 		  		  	 ̈	 	Employees who are paid primarily by commissions 1
		 		  		  	x	 	Other (cannot be age or service related) 1	 	 Supplemental contract workers and part-time/seasonal employees.

		 		  		  		 	 However, any part-time/seasonal employee who works at least 1,000 hours during an
eligibility computation period

		 		  		  		 	 will be eligible to participate.

		 		  		  		 	  

		 		  		  		 	  

		 		  		  		 	  

		 		  		  		 	  

		 		  		  		 	  


 1 Even if checked, these employees are still included in determining if the Plan satisfies the
requirements of Code §410(b). 
  

	1.3	Minimum Age and Service Requirements. Solely for purposes of Non-Safe Harbor Matching Contribution #  5  , an Eligible Employee
(see Section 1.2 above) will be eligible to enter the Plan as a Participant on the applicable Entry Date upon satisfying the following age and/or service requirements: 


 

	 	(a)	Age Requirement     0     (max. 21 – enter zero if none)


  

	 	(b)	Service Requirement (check one) 


							
		 	x	  	1)	 	None
		 	 ̈	  	2)	 	            -Year Period of Service (max. 2, but Vesting must be 100% if more than 1 year is
used)
		 	 ̈	  	3)	 	            -month Period of Service (max. 24, but Vesting must be 100% if more than 12 months
are used)
		 	 ̈	  	4)	 	            -week Period of Service (max. 104, but Vesting must be 100% if more than 52 weeks are
used)
		 	 ̈	  	5)	 	            -day Period of Service (max. 730, but Vesting must be 100% if more than 365 days
are used)


  

					
	Prototype 401(k) Non-Std.	  	Page 1 of 5	  	IRS Serial No:  M391053a










	 	 ̈	6)                    Year(s) of Service (max. 2, but Vesting
must be 100% if more than 1year is used) 

  

	 	 ̈	7)       1 Year of Service, or if earlier,             
(max. 11) consecutive calendar months of employment 


 ̈ in which the Employee is credited with at least
             Hours of Service per month 
  

	 	 ̈	8)       1 Year of Service, or if earlier,             
(max. 51) consecutive weeks of employment 

  ̈ in which
the Employee is credited with at least              Hours of Service per week 
  

	 	 ̈	9)       1 Year of Service, or if earlier,             
(max. 364) consecutive days of employment 

  ̈ in which
the Employee is credited with at least              Hours of Service per day 
  

	1.4	Entry Dates. Solely for purposes of Employer contribution #  5  , an Eligible Employee who has satisfied the age and service
requirements in Section 1.3 will enter the Plan as a Participant on the entry date selected below. 

 Note:
If Section 1.3(b)(7), (8) or (9) is checked, an Eligible Employee who is entering the Plan as a Participant after satisfying the 1 Year of Service component of such service requirement will enter the Plan as a Participant on the
earlier of (1) the first day of the Plan Year that occurs after the date he or she satisfies the 1 Year of Service requirement (and any applicable age requirement) or (2) the date that occurs six months after the date he or she satisfies
the 1 Year of Service requirement (and any applicable age requirement). The Entry Date(s) selected below will only apply to an Eligible Employee who is entering the Plan as a Participant after satisfying the months, days or weeks component of such
service requirement (and any applicable age requirement). 
  

	 	 ̈	 Retroactive to the first day of the Plan Year in which the requirements are satisfied. 



	 	 ̈	 The first day of the Plan Year coincident with or following the date the requirements are satisfied. 1
 



	 	 ̈	The first day of the Plan Year nearest the date the requirements are satisfied. 


	 	 ̈	 The last day of the Plan Year coincident with or following the date the requirements are satisfied.
1 



	 	 ̈	The last day of the Plan Year nearest the date the requirements are satisfied. 


	 	 ̈	The first day of the month coincident with or following the date the requirements are satisfied. 


	 	 ̈	The first day of the payroll period coincident with or following the date the requirements are satisfied. 


	 	x	The same day the requirements are satisfied. 


	 	 ̈	 The first day of the
1st or 7th month coincident with or following the date the requirements are
satisfied. 



	 	 ̈	 The last day of the
6th or 12th month coincident with or following the date the requirements are
satisfied. 



	 	 ̈	 The first day of the
1st, 4th, 7th or 10th month coincident with or following the date the requirements are satisfied. 



	 	 ̈	 The last day of the
3rd, 6th, 9th or 12th month coincident with or following the date the requirements are satisfied. 



 

	 	1	 This option cannot be checked if the age requirement in 1.3(a) is 21 and/or if one of the
following service requirements is checked: 1.3(b)(2); 1.3(b)(3) and the number of months selected is more than 6; 1.3(b)(4) and the number of weeks selected is more than 26; 1.3(b)(5) and the number of days selected is more than 182; or 1.3(b)(6).



  

	1.5	Contribution Formula. Non-Safe Harbor Matching Contribution #  5   made pursuant to the terms of this Addendum will be
determined in accordance with the formula selected below. 

  

					
	 (a)
	 	 ̈	 	Totally Discretionary Formula (Non-Tiered). Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer’s Non-Safe Harbor Matching
Contribution for any Allocation Period is totally discretionary.
			
	 (b)
	 	 ̈	 	Discretionary Formula (Tiered or Non-Tiered) With Fixed Maximum. Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer may make a
Non-Safe Harbor Matching Contribution for any Allocation Period equal to a discretionary percentage of each Benefiting Participant’s Elective Deferrals, not to exceed the following amount for any Allocation Period on behalf of any Benefiting
Participant:

  ̈
            % (max. 100%) of a Benefiting Participant’s Elective Deferrals 
  ̈             % of a Benefiting Participant’s Compensation (the % cannot
exceed the minimum deferral % in 4.4(a)) 
  ̈
$                     for a Benefiting Participant 
  ̈ The lesser of             % of a Benefiting Participant’s Compensation or
$                             

 ̈             %
(max. 100%) of a Participant Elective Deferrals that do not exceed             % of his or her Compensation 

 

					
	 (c)
	 	x	 	Mandatory Non-Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution equal to   75  % (max. 100%) of each
Benefiting Participant’s Elective Deferrals x not to exceed the following for an Allocation Period:

 x Elective Deferrals in excess of
  6  % of each Benefiting Participant’s Compensation 

 ̈ $            
for each Benefiting Participant 
  ̈ The lesser of Elective Deferrals in excess
of             % of each Benefiting Participant’s Compensation or
$                     

  

					
	Prototype 401(k) Non-Std.	  	Page 2 of 5	  	IRS Serial No:  M391053a










									
		  	(d)	  	 ̈	  	Mandatory Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the amount determined by the
tiered formula below. (check each tier that applies, but note that the rate of Non-Safe Harbor Matching Contributions cannot increase as Elective Deferrals increase)
					
		  		  		  	 ̈	  	1st tier             % of Elective Deferrals that do not exceed
            % of Compensation
		  		  		  	 ̈	  	2nd tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	3rd tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	4th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	5th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	6th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	7th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	8th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	9th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	10th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
				
		  	(e)	  	 ̈	  	Mandatory Years/Periods of Service Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the Matching
percentage indicated below of each Benefiting Participant’s Elective Deferrals based on the Benefiting Participant’s <  ̈ 1-Year Periods of Service > <  ̈ Years of Service, and a Year of Service for purposes of this Section is a Plan Year in which a Participant is credited with
             (max. 1,000) Hours of Service >, subject to any limitations indicated below. (check each tier that applies)
				
		  		  		  	Years/Periods of Service     Matching %
				
		  		  		  	
            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

		
	1.6	  	Allocation Requirements. Any Employee who has entered the Plan as a Participant for purposes of Non-Safe Harbor Matching Contribution
#  5   and who makes an Elective Deferral during an Allocation Period <  ̈ and who is an NHCE for that Allocation Period > will be a Benefiting Participant for
that Allocation Period for purposes of Non-Safe Harbor Matching Contribution #  5  as indicated below < x provided the Participant is still an Eligible Employee
under Section 1.2(b) on the last day of the Allocation Period (or earlier Termination of Employment) >.
			
		  	(a)	  	Participants who are still Employees on the last day of the Allocation Period (check one)
		  		  	x	  	Will always be Benefiting Participants regardless of Service
		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation
Period
		  		  	 ̈	  	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		  		  	 ̈	  	Must be credited with              (max. 6) consecutive calendar months of employment in
the Allocation Period
		  		  	 ̈	  	Must be credited with              (max. 182) consecutive days of employment in the
Allocation Period
			
		  	(b)	  	Participants who Terminate Employment before the last day of the Allocation Period because of retirement on or after Normal Retirement Age <  ̈ or Early Retirement Age >, or because of their death or Disability (check one)
		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		  		  	x	  	Will always be Benefiting Participants regardless of Service
		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation
Period
		  		  	 ̈	  	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		  		  	 ̈	  	Must be credited with              (max. 6) consecutive calendar months of employment in
the Allocation Period
		  		  	 ̈	  	Must be credited with              (max. 182) consecutive days of employment in the
Allocation Period
			
		  	(c)	  	Participants who Terminate Employment before the last day of the Allocation Period for any other reason (check one)
		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		  		  	x	  	Will always be Benefiting Participants regardless of Service
		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation
Period


  

					
	Prototype 401(k) Non-Std.	  	Page 3 of 5	  	IRS Serial No: M391053a










							
		  		  	 ̈	 	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		  		  	 ̈	 	Must be credited with              (max. 6) consecutive calendar months of employment in the Allocation
Period
		  		  	 ̈	 	Must be credited with              (max. 182) consecutive days of employment in the Allocation
Period
			
	1.7	  	 ̈	  	Catch-Up Contributions. Catch-Up Contributions will be matched under the formula selected in Section 1.5 <
 ̈ but any limitations selected in such formula will be ignored >.
			
	1.8	  	 ̈	  	Voluntary Employee Contributions. Voluntary Employee Contribution will be matched under the formula selected in Section 1.5 <  ̈ but any limitations selected in such formula will be ignored >.
		
	1.9	  	Vesting. A Participant’s Vested Interest in any Non-Safe Harbor Matching Contribution #  5   which is allocated to his
or her Participant’s Account under this Addendum will be determined by the provisions selected below.
			
		  	(a)	  	The Vesting schedule in a non-Top Heavy Plan Year is: (check one)
		  		  	x	 	100% full and immediate
		  		  	 ̈	 	The schedule set forth below

  

									
		  		  		 	1 Year / Period of Service	 	            %
		  		  		 	2 Years / Periods of Service	 	            % (must be at least 20% unless 100% Vesting occurs after 3 years)
		  		  		 	3 Years / Periods of Service	 	            % (must be at least 40%)
		  		  		 	4 Years / Periods of Service	 	            % (must be at least 60%)
		  		  		 	5 Years / Periods of Service	 	            % (must be at least 80%)
		  		  		 	6 Years / Periods of Service	 	            % (must be 100%)
			
		  	(b)	  	The Vesting schedule in a Top Heavy Plan Year is: (check one)
		  		  	 ̈	 	100% full and immediate
		  		  	 ̈	 	The schedule set forth below
					
		  		  		 	1 Year / Period of Service	 	            %
		  		  		 	2 Years / Periods of Service	 	            % (must be at least 20% unless 100% Vesting occurs after 3 years)
		  		  		 	3 Years / Periods of Service	 	            % (must be at least 40%)
		  		  		 	4 Years / Periods of Service	 	            % (must be at least 60%)
		  		  		 	5 Years / Periods of Service	 	            % (must be at least 80%)
		  		  		 	6 Years / Periods of Service	 	            % (must be 100%)
				
		  	(c)	  	 ̈	 	Vesting Schedule for Pre-EGTRRA Contributions. Notwithstanding paragraph (a) above, a Participant’s Vested Interest in Non-Safe Harbor Matching
Contributions which were made to the Plan prior to January 1, 2001 will be determined in accordance with the Vesting schedule in effect when such contributions were made to the Plan.
				
		  	(d)	  	 ̈	 	Service Excluded for Vesting. All Service with the Employer is counted in determining a Participant’s Vested Interest in the Non-Safe Harbor Non-Elective
Contribution Account except the following: (check all that apply)
		  		  		 	 ̈  Service before age 18
		  		  		 	 ̈  Service before the Employer maintained this Plan or a predecessor plan
		  		  		 	 ̈  Service during a period for which the Employee made no mandatory contributions to the Plan
		
	1.10	  	Allocation of Forfeitures. Forfeitures of Non-Safe Harbor Matching Contribution #  5   which are not used to pay
administrative expenses as permitted under Section 3.4 of the Basic Plan will be allocated (or used) as selected below.
			
		  	(a)	  	Forfeitures attributable to Non-Safe Harbor Matching Contributions will be: (check one)



									
		  		  	x	 	1) Used to reduce Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		  		  	 ̈	 	2) Added to Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		  		  	 ̈	 	3) Allocated to Benefiting Participants in the manner selected in paragraphs (b), (c) and (d) below
				
		  	(b)	  	 ̈	 	Method of Allocation. Forfeitures allocated under (a)(3) will be allocated to each Benefiting Participant as follows:
		  		  		 	 ̈  Pro-rata based on his or her Compensation for the Plan Year
		  		  		 	 ̈  Pro-rata based on his or her Elective Deferrals for the Plan Year
		  		  		 	 ̈  Pro-rata based on his or her Non-Safe Harbor Matching Contributions for the Plan Year
		  		  		 	 ̈  Pro-rata based on his or her Non-Safe Harbor Matching Contribution Account
balance


  

					
	Prototype 401(k) Non-Std.	  	Page 4 of 5	  	IRS Serial No: M391053a










											
		  	(c)	  	 ̈	  	Participants Eligible to Be Benefiting Participants. The following are eligible to be Benefiting Participants for an Allocation Period with respect to Forfeitures
allocated under (a)(3) above:
		  		  		  	 ̈  Those who are Participants for Elective Deferral purposes
		  		  		  	 ̈  Those who are Participants for Non-Safe Harbor Matching Contribution purposes
		  		  		  	 ̈  Those who are Participants for Non-Safe Harbor Non-Elective Contribution purposes
				
		  	(d)	  	 ̈	  	Benefiting Participants. Any Participant selected in paragraph (c) <  ̈ who is a NHCE for the Allocation
Period > will be a Benefiting Participant for purposes of the allocations under paragraph (a)(3) above, provided the Participant also satisfies the applicable requirements in Section 1.6 of this Addendum.
		
	1.12	  	Definition of Compensation. A Participant’s Compensation for purposes of Non-Safe Harbor Matching Contribution #  5  
will be determined as indicated below.
			
		  	(a)	  	Compensation is defined as: (check one) 
		  		  	x	  	Form W-2 Compensation
		  		  	 ̈	  	Code §3401 Compensation
		  		  	 ̈	  	Safe Harbor Code §415 Compensation
			
		  	(b)	  	Elective contributions under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and §414(h)(2) will: (check one)

		  		  	x	  	Be included as Compensation
		  		  	 ̈	  	Not be included as Compensation
			
		  	(c)	  	The Compensation measuring period is the: (check one) 
		  		  	x	  	Plan Year
		  		  	 ̈	  	Fiscal Year ending on or within the Plan Year
		  		  	 ̈	  	Calendar year ending on or within the Plan Year
				
		  	(d)	  	x	  	The following categories of remuneration will not be counted as Compensation: (check all that apply)
		  		  		  	 ̈	  	1) Compensation received prior to becoming a Participant for Non-Safe Harbor Non-Elective Contributions
		  		  		  	 ̈	  	2) Compensation received while an ineligible Employee under Section 1.2 of this Addendum
		  		  		  	 ̈	  	3) All items in Regulation §1.414(s)-1(c)(3) (i.e., expense allowances, fringe benefit, moving expenses, etc.)
		  		  		  	 ̈	  	4) Post-Severance Compensation
1
		  		  		  	 ̈	  	5) Deemed 125 Compensation
1
		  		  		  	 ̈	  	6) Bonuses
1
		  		  		  	 ̈	  	7) Overtime
1
		  		  		  	 ̈	  	8) Commissions
1
		  		  		  	x	  	9) Other (describe) 
1	 	 Special pay or benefits; stock option exercise; restricted stock grants; preferred
stock

		  		  		  		  	 grants; performance share grants; long term incentive cash payments; education and tuition;
auto allowance;

		  		  		  		  	 taxable moving items; signing bonuses; retention bonuses; severance earnings; and
reimbursements for gym

		  		  		  		  	 memberships.

		  		  		  		  	  

		  		  		  		  	  

					
		  		  		  		  	 1         If
checked, the Plan’s definition of compensation may fail to satisfy the safe harbor requirements unless such compensation is excluded only with respect to Highly Compensated Employees under paragraph (e) below.



											
				
		  	(e)	  	 ̈	  	 The amounts excluded under (d)(4) – (9) will only be excluded with respect: (check all that apply) 
		  		  		  	  ̈	  	Highly Compensated Employees
		  		  		  	  ̈	  	Other (cannot be a class that only includes NHCEs)	 	  

		  		  		  		  	  



SIGNATURE OF THE PLAN SPONSOR 

 

											
	By	 	 /s/ Robert P. McKinney
	 		 	Title	 	 VP, Human Resources

	Print Name	 	 Robert P. McKinney
	 		 	Date	 	 11/30/11



  

					
	Prototype 401(k) Non-Std.	  	Page 5 of 5	  	IRS Serial No: M391053a









 ADDITIONAL NON-SAFE HARBOR
MATCHING CONTRIBUTIONS 
 ADDENDUM #  6  

  

			
	Plan Name	 	 EnPro Industries, Inc. Retirement Savings Plan for Hourly Employees


  

	1.1	Non-Safe Harbor Matching Contribution #  6  . In addition to the Non-Safe Harbor Matching Contributions made pursuant to
Section 6 of the Adoption Agreement, the Employer may make Non-Safe Harbor Matching Contribution #  6   to the Plan in accordance with this Addendum. These contributions are not intended to automatically
satisfy the ACP Test. 

  

	1.2	Eligible Employees. Solely for purposes of Non-Safe Harbor Matching Contribution #  6  , all Employees of the Employers
indicated in paragraph (a) below are considered Eligible Employees unless otherwise indicated in paragraph (b) below. 

  

	 	(a)	Employees of the following Employers are eligible for Non-Safe Harbor Matching Contribution #  6  : 


					
		 	1.	 	 Pipeline Seal and Indicator, Inc. -Goforth

		 	2.	 	  

		 	3.	 	  

		 	4.	 	  

		 	5.	 	  

		 	6.	 	  

		 	7.	 	  

		 	8.	 	  

		 	9.	 	  

		 	10.	 	  

		 	11.	 	  


  

											
		 	(b)	  	  x	  	Notwithstanding paragraph (a), the following classes of Employees of the Employers indicated in paragraph (a) are not eligible for Non-Safe Harbor Matching
Contribution #  6  : (check all that apply)
					
		 		  		  	x	 	Union Employees
		 		  		  	x	 	Non-Resident Alien Employee
		 		  		  	 ̈	 	“Merger and Acquisition” Employees (but only during the statutory exclusion period)
		 		  		  	 ̈	 	Highly Compensated Employees 1
		 		  		  	x	 	Leased Employees (not otherwise excluded by statute) 1
		 		  		  	x	 	Employees of an Affiliated Employer that does not adopt this Plan 1
		 		  		  	 ̈	 	Key Employees <  ̈ but only those who are also Highly Compensated Employees > 1

		 		  		  	x	 	Employees who are paid primarily by salary
1
		 		  		  	 ̈	 	Employees who are paid primarily by the hour
1
		 		  		  	 ̈	 	Employees who are paid primarily by commissions 1
		 		  		  	x	 	Other (cannot be age or service related) 1	 	 Supplemental contract workers and part-time/seasonal employees.

		 		  		  		 	 However, any part-time/seasonal employee who works at least 1,000 hours during an
eligibility computation period

		 		  		  		 	 will be eligible to participate.

		 		  		  		 	  

		 		  		  		 	  

		 		  		  		 	  

		 		  		  		 	  

		 		  		  		 	  

					
		 		  		  	1	 	Even if checked, these employees are still included in determining if the Plan satisfies the requirements of Code
§410(b).

  

	1.3	Minimum Age and Service Requirements. Solely for purposes of Non-Safe Harbor Matching Contribution #  6  , an Eligible Employee
(see Section 1.2 above) will be eligible to enter the Plan as a Participant on the applicable Entry Date upon satisfying the following age and/or service requirements: 


 

	 	(a)	Age Requirement     0     (max. 21 – enter zero if none) 


 

	 	(b)	Service Requirement (check one) 


							
		 	x	  	1)	  	None
		 	 ̈	  	2)	  	            -Year Period of Service (max. 2, but Vesting must be 100% if more than 1 year is
used)
		 	 ̈	  	3)	  	            -month Period of Service (max. 24, but Vesting must be 100% if more than 12 months are
used)
		 	 ̈	  	4)	  	            -week Period of Service (max. 104, but Vesting must be 100% if more than 52 weeks are
used)


  

					
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		 		  	 ̈	  	5)	  	          -day Period of Service (max. 730, but Vesting must be 100% if more than 365 days are
used)
		 		  	 ̈	  	6)	  	           Year(s) of Service (max. 2, but Vesting must be 100% if more than 1year is
used)
		 		  	 ̈	  	7)	  	1 Year of Service, or if earlier,            (max. 11) consecutive calendar months of
employment
		 		  		  		  	 ̈ in which the Employee is credited with at least           
Hours of Service per month
		 		  	 ̈	  	8)	  	1 Year of Service, or if earlier,            (max. 51) consecutive weeks of employment
		 		  		  		  	 ̈ in which the Employee is credited with at least           
Hours of Service per week
		 		  	 ̈	  	9)	  	1 Year of Service, or if earlier,            (max. 364) consecutive days of employment
		 		  		  		  	 ̈ in which the Employee is credited with at least           
Hours of Service per day
		
	1.4	 	Entry Dates. Solely for purposes of Employer contribution #  6  , an Eligible Employee who has satisfied the age and service
requirements in Section 1.3 will enter the Plan as a Participant on the entry date selected below.
		
		 	Note: If Section 1.3(b)(7), (8) or (9) is checked, an Eligible Employee who is entering the Plan as a Participant after satisfying the 1 Year of
Service component of such service requirement will enter the Plan as a Participant on the earlier of (1) the first day of the Plan Year that occurs after the date he or she satisfies the 1 Year of Service requirement (and any applicable age
requirement) or (2) the date that occurs six months after the date he or she satisfies the 1 Year of Service requirement (and any applicable age requirement). The Entry Date(s) selected below will only apply to an Eligible Employee who is
entering the Plan as a Participant after satisfying the months, days or weeks component of such service requirement (and any applicable age requirement).
			
		 	 ̈	  	Retroactive to the first day of the Plan Year in which the requirements are satisfied.
		 	 ̈	  	The first day of the Plan Year coincident with or following the date the requirements are satisfied. 1

		 	 ̈	  	The first day of the Plan Year nearest the date the requirements are satisfied.
		 	 ̈	  	The last day of the Plan Year coincident with or following the date the requirements are satisfied. 1

		 	 ̈	  	The last day of the Plan Year nearest the date the requirements are satisfied.
		 	 ̈	  	The first day of the month coincident with or following the date the requirements are satisfied.
		 	 ̈	  	The first day of the payroll period coincident with or following the date the requirements are satisfied.
		 	x	  	The same day the requirements are satisfied.
		 	 ̈	  	The first day of the 1st or 7th month
coincident with or following the date the requirements are satisfied.
		 	 ̈	  	The last day of the 6th or 12th
month coincident with or following the date the requirements are satisfied.
		 	 ̈	  	The first day of the 1st, 4th,
7th or 10th month coincident with or following the date the requirements are
satisfied.
		 	 ̈	  	The last day of the 3rd, 6th,
9th or 12th month coincident with or following the date the requirements are
satisfied.
			
		 	1	  	This option cannot be checked if the age requirement in 1.3(a) is 21 and/or if one of the following service requirements is checked: 1.3(b)(2); 1.3(b)(3) and the number of months selected is more than 6;
1.3(b)(4) and the number of weeks selected is more than 26; 1.3(b)(5) and the number of days selected is more than 182; or 1.3(b)(6).
		
	1.5	 	Contribution Formula. Non-Safe Harbor Matching Contribution #  6   made pursuant to the terms of this Addendum will be
determined in accordance with the formula selected below.
				
		 	(a)	  	 ̈	  	Totally Discretionary Formula (Non-Tiered). Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer’s Non-Safe Harbor
Matching Contribution for any Allocation Period is totally discretionary.
				
		 	(b)	  	 ̈	  	Discretionary Formula (Tiered or Non-Tiered) With Fixed Maximum. Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer may
make a Non-Safe Harbor Matching Contribution for any Allocation Period equal to a discretionary percentage of each Benefiting Participant’s Elective Deferrals, not to exceed the following amount for any Allocation Period on behalf of any
Benefiting Participant:
					
		 		  		  	 ̈	  	          % (max. 100%) of a Benefiting Participant’s Elective Deferrals
		 		  		  	 ̈	  	          % of a Benefiting Participant’s Compensation (the % cannot exceed the minimum deferral % in
4.4(a))
		 		  		  	 ̈	  	$             for a Benefiting Participant
		 		  		  	 ̈	  	The lesser of             % of a Benefiting Participant’s Compensation or
$            
		 		  		  	 ̈	  	            % (max. 100%) of a Participant Elective Deferrals that do not exceed
            % of his or her Compensation
				
		 	(c)	  	x	  	Mandatory Non-Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution equal to   25  % (max. 100%)
of each Benefiting Participant’s Elective Deferrals x not to exceed the following for an Allocation Period:
					
		 		  		  	x	  	Elective Deferrals in excess of   4  % of each Benefiting Participant’s Compensation
		 		  		  	 ̈	  	$             for each Benefiting Participant


  

					
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		 		  		  		  	 ̈	  	The lesser of Elective Deferrals in excess of             % of each Benefiting Participant’s Compensation
or $            
					
		 		  	(d)	  	 ̈	  	Mandatory Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the amount determined by the
tiered formula below. (check each tier that applies, but note that the rate of Non-Safe Harbor Matching Contributions cannot increase as Elective Deferrals increase)
						
		 		  		  		  	 ̈	  	1st tier             % of Elective Deferrals that do not exceed
            % of Compensation
		 		  		  		  	 ̈	  	2nd tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	3rd tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	4th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	5th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	6th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	7th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	8th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	9th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	10th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
					
		 		  	(e)	  	 ̈	  	Mandatory Years/Periods of Service Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the Matching
percentage indicated below of each Benefiting Participant’s Elective Deferrals based on the Benefiting Participant’s <  ̈ 1-Year Periods of Service > <  ̈ Years of Service, and a Year of Service for purposes of this Section is a Plan Year in which a Participant is credited with             
(max. 1,000) Hours of Service >, subject to any limitations indicated below. (check each tier that applies)
					
		 		  		  		  	Years/Periods of Service     Matching %
					
		 		  		  		  	
            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

			
		 	1.6	  	Allocation Requirements. Any Employee who has entered the Plan as a Participant for purposes of Non-Safe Harbor Matching Contribution
#  6   and who makes an Elective Deferral during an Allocation Period <  ̈ and who is an NHCE for that Allocation Period > will be a Benefiting Participant for
that Allocation Period for purposes of Non-Safe Harbor Matching Contribution #  6   as indicated below < x provided the Participant is still an Eligible Employee
under Section 1.2(b) on the last day of the Allocation Period (or earlier Termination of Employment) >.
				
		 		  	(a)	  	Participants who are still Employees on the last day of the Allocation Period (check one)
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
		 		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation
Period
		 		  		  	 ̈	  	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		 		  		  	 ̈	  	Must be credited with              (max. 6) consecutive calendar months of employment in the
Allocation Period
		 		  		  	 ̈	  	Must be credited with              (max. 182) consecutive days of employment in the
Allocation Period
				
		 		  	(b)	  	Participants who Terminate Employment before the last day of the Allocation Period because of retirement on or after Normal Retirement Age <  ̈ or Early Retirement Age >, or because of their death or Disability (check one)
		 		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
		 		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation
Period
		 		  		  	 ̈	  	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		 		  		  	 ̈	  	Must be credited with              (max. 6) consecutive calendar months of employment in the
Allocation Period
		 		  		  	 ̈	  	Must be credited with             (max. 182) consecutive days of employment in the
Allocation Period
				
		 		  	(c)	  	Participants who Terminate Employment before the last day of the Allocation Period for any other reason (check
one)
		 		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
		 		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation
Period


  

					
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		 		  		 	 ̈  Must be credited with a             
(max. 6) month Period of Service in the Allocation Period
  ̈  Must be credited
with              (max. 6) consecutive calendar months of employment in the Allocation Period
  ̈  Must be credited with              (max. 182) consecutive days of
employment in the Allocation Period 
	  	
					
	1.7	 		  	 ̈	 	Catch-Up Contributions. Catch-Up Contributions will be matched under the formula selected in Section 1.5 <
 ̈ but any limitations selected in such formula will be ignored >.	  	
					
	1.8	 		  	 ̈	 	Voluntary Employee Contributions. Voluntary Employee Contribution will be matched under the formula selected in Section 1.5 <  ̈ but any limitations selected in such formula will be ignored >.	  	
				
	1.9	 		  	Vesting. A Participant’s Vested Interest in any Non-Safe Harbor Matching Contribution #   6   which is allocated to his or
her Participant’s Account under this Addendum will be determined by the provisions selected below.	  	
					
		 		  	(a)	 	The Vesting schedule in a non-Top Heavy Plan Year is: (check one)	  	
		 		  		 	x	  	100% full and immediate	  	
		 		  		 	 ̈	  	The schedule set forth below	  	
						
		 		  		 		  	 1 Year / Period of Service
                       %
 2 Years / Periods of Service                     % (must be at least 20% unless 100% Vesting
occurs after 3 years)
 3 Years / Periods of Service
                    % (must be at least 40%)
 4 Years / Periods of Service                     % (must be at least 60%)

5 Years / Periods of Service
                    % (must be at least 80%)
 6 Years / Periods of Service                     % (must be 100%)
	  	
					
		 		  	(b)	 	The Vesting schedule in a Top Heavy Plan Year is: (check one)	  	
		 		  		 	 ̈	  	100% full and immediate	  	
		 		  		 	 ̈	  	The schedule set forth below	  	
						
		 		  		 		  	 1 Year / Period of Service
                       %
 2 Years / Periods of Service                     % (must be at least 20% unless 100% Vesting
occurs after 3 years)
 3 Years / Periods of Service
                    % (must be at least 40%)
 4 Years / Periods of Service                     % (must be at least 60%)

5 Years / Periods of Service
                    % (must be at least 80%)
 6 Years / Periods of Service                     % (must be 100%)
	  	
						
		 		  	(c)	 	 ̈	  	Vesting Schedule for Pre-EGTRRA Contributions. Notwithstanding paragraph (a) above, a Participant’s Vested Interest in Non-Safe Harbor Matching Contributions
which were made to the Plan prior to January 1, 2001 will be determined in accordance with the Vesting schedule in effect when such contributions were made to the Plan.	  	
						
		 		  	(d)	 	 ̈	  	Service Excluded for Vesting. All Service with the Employer is counted in determining a Participant’s Vested Interest in the Non-Safe Harbor Non-Elective
Contribution Account except the following: (check all that apply)	  	
		 		  		 		  	  ̈  Service before age 18

 ̈  Service before the Employer maintained this Plan or a predecessor plan

 ̈  Service during a period for which the Employee made no mandatory contributions to the
Plan
	  	
				
	1.10	 		  	Allocation of Forfeitures. Forfeitures of Non-Safe Harbor Matching Contribution #   6   which are not used to pay
administrative expenses as permitted under Section 3.4 of the Basic Plan will be allocated (or used) as selected below.	  	
					
		 		  	(a)	 	Forfeitures attributable to Non-Safe Harbor Matching Contributions will be: (check one)	  	
		 		  		 	x	  	1) Used to reduce Employer contributions as described in Section 3.13(b)(2) of the Basic Plan	  	
		 		  		 	 ̈	  	2) Added to Employer contributions as described in Section 3.13(b)(2) of the Basic Plan	  	
		 		  		 	 ̈	  	3) Allocated to Benefiting Participants in the manner selected in paragraphs (b), (c) and (d) below	  	
						
		 		  	(b)	 	 ̈	  	Method of Allocation. Forfeitures allocated under (a)(3) will be allocated to each Benefiting Participant as follows:	  	
		 		  		 		  	  ̈  Pro-rata based on his or her Compensation for the Plan Year

 ̈  Pro-rata based on his or her Elective Deferrals for the Plan Year

 ̈  Pro-rata based on his or her Non-Safe Harbor Matching Contributions for the Plan
Year
  ̈  Pro-rata based on his or her Non-Safe Harbor Matching Contribution Account
balance
	  	


  

					
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		  	(c)	  	 ̈	  	Participants Eligible to Be Benefiting Participants. The following are eligible to be Benefiting Participants for an Allocation Period with respect to Forfeitures
allocated under paragraph (a)(3) above:
		  		  		  	 ̈  Those who are Participants for Elective Deferral purposes
		  		  		  	 ̈  Those who are Participants for Non-Safe Harbor Matching Contribution purposes
		  		  		  	 ̈  Those who are Participants for Non-Safe Harbor Non-Elective Contribution purposes
				
		  	(d)	  	 ̈	  	Benefiting Participants. Any Participant selected in paragraph (c) <  ̈ who is a NHCE for the Allocation
Period > will be a Benefiting Participant for purposes of the allocations under paragraph (a)(3) above, provided the Participant also satisfies the applicable requirements in Section 1.6 of this Addendum.
		
	1.12	  	Definition of Compensation. A Participant’s Compensation for purposes of Non-Safe Harbor Matching Contribution #  6  
will be determined as indicated below.
			
		  	(a)	  	Compensation is defined as: (check one) 
		  		  	x	  	Form W-2 Compensation
		  		  	 ̈	  	Code §3401 Compensation
		  		  	 ̈	  	Safe Harbor Code §415 Compensation
			
		  	(b)	  	Elective contributions under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and §414(h)(2) will: (check one)

		  		  	x	  	Be included as Compensation
		  		  	 ̈	  	Not be included as Compensation
			
		  	(c)	  	The Compensation measuring period is the: (check one) 
		  		  	x	  	Plan Year
		  		  	 ̈	  	Fiscal Year ending on or within the Plan Year
		  		  	 ̈	  	Calendar year ending on or within the Plan Year
				
		  	(d)	  	x	  	The following categories of remuneration will not be counted as Compensation: (check all that apply)
		  		  		  	 ̈	  	1) Compensation received prior to becoming a Participant for Non-Safe Harbor Non-Elective Contributions
		  		  		  	 ̈	  	2) Compensation received while an ineligible Employee under Section 1.2 of this Addendum
		  		  		  	 ̈	  	3) All items in Regulation §1.414(s)-1(c)(3) (i.e., expense allowances, fringe benefit, moving expenses, etc.)
		  		  		  	 ̈	  	4) Post-Severance Compensation
1
		  		  		  	 ̈	  	5) Deemed 125 Compensation
1
		  		  		  	 ̈	  	6) Bonuses 1
		  		  		  	 ̈	  	7) Overtime
1
		  		  		  	 ̈	  	8) Commissions
1
		  		  		  	x	  	9) Other (describe) 
1	 	 Special pay or benefits; stock option exercise; restricted stock grants; preferred
stock

		  		  		  		  	 grants; performance share grants; long term incentive cash payments; education and tuition;
auto allowance;

		  		  		  		  	 taxable moving items; signing bonuses; retention bonuses; severance earnings; and
reimbursements for gym

		  		  		  		  	 memberships.

		  		  		  		  	  

		  		  		  		  	  

					
		  		  		  		  	 1         If checked, the Plan’s definition of
compensation may fail to satisfy the safe harbor requirements unless such compensation is excluded only with respect to Highly Compensated Employees under paragraph (e)
below.



											
				
		  	(e)	  	 ̈	  	 The amounts excluded under (d)(4) – (9) will only be excluded with respect: (check all that apply) 
		  		  		  	  ̈	  	Highly Compensated Employees
		  		  		  	  ̈	  	Other (cannot be a class that only includes NHCEs)	 	  

		  		  		  		  	  



SIGNATURE OF THE PLAN SPONSOR 

 

											
	By	 	 /s/ Robert P. McKinney
	 		 	Title	 	 VP, Human Resources

	Print Name	 	 Robert P. McKinney
	 		 	Date	 	 11/30/11



  

					
	Prototype 401(k) Non-Std.	  	Page 5 of 5	  	IRS Serial No: M391053a









 ADDITIONAL NON-SAFE HARBOR
MATCHING CONTRIBUTIONS 
 ADDENDUM #  7  

  

			
	Plan Name	  	 EnPro Industries, Inc. Retirement Savings Plan for Hourly Employees


  

											
	1.1	  	Non-Safe Harbor Matching Contribution #  7  . In addition to the Non-Safe Harbor Matching Contributions made pursuant to
Section 6 of the Adoption Agreement, the Employer may make Non-Safe Harbor Matching Contribution #  7   to the Plan in accordance with this Addendum. These contributions are not intended to automatically
satisfy the ACP Test.
		
	1.2	  	Eligible Employees. Solely for purposes of Non-Safe Harbor Matching Contribution #  7  , all Employees of the Employers
indicated in paragraph (a) below are considered Eligible Employees unless otherwise indicated in paragraph (b) below.
			
		  	(a)	  	Employees of the following Employers are eligible for Non-Safe Harbor Matching Contribution #  7  :
		  		  	1.	  	 Rome Tool and Die Co., Inc.

		  		  	2.	  	  

		  		  	3.	  	  

		  		  	4.	  	  

		  		  	5.	  	  

		  		  	6.	  	  

		  		  	7.	  	  

		  		  	8.	  	  

		  		  	9.	  	  

		  		  	10.	  	  

		  		  	11.	  	  

				
		  	(b)	  	x	  	Notwithstanding paragraph (a), the following classes of Employees of the Employers indicated in paragraph (a) are not eligible for Non-Safe Harbor Matching
Contribution #  7  : (check all that apply)
					
		  		  		  	x	  	Union Employees
		  		  		  	x	  	Non-Resident Alien Employee
		  		  		  	 ̈	  	“Merger and Acquisition” Employees (but only during the statutory exclusion period)
		  		  		  	 ̈	  	Highly Compensated Employees
1	  	
		  		  		  	x	  	Leased Employees (not otherwise excluded by statute) 1
		  		  		  	x	  	Employees of an Affiliated Employer that does not adopt this Plan 1
		  		  		  	 ̈	  	Key Employees <  ̈ but only those who are also Highly Compensated Employees > 1
		  		  		  	x	  	Employees who are paid primarily by salary 1
		  		  		  	 ̈	  	Employees who are paid primarily by the hour 1
		  		  		  	 ̈	  	Employees who are paid primarily by commissions 1
		  		  		  	x	  	Other (cannot be age or service related) 1	  	 Supplemental contract workers and part-time/seasonal employees.

		  		  		  		  	 However, any part-time/seasonal employee who works at least 1,000 hours during an
eligibility computation

		  		  		  		  	 period will be eligible to participate.

		  		  		  		  	  

		  		  		  		  	  

		  		  		  		  	  

		  		  		  		  	  

		  		  		  		  	  

				
		  		  		  	 1         Even if checked, these employees are still
included in determining if the Plan satisfies the requirements of Code §410(b).

		
	1.3	  	Minimum Age and Service Requirements. Solely for purposes of Non-Safe Harbor Matching Contribution #  7  , an Eligible
Employee (see Section 1.2 above) will be eligible to enter the Plan as a Participant on the applicable Entry Date upon satisfying the following age and/or service requirements:
			
		  	(a)	  	Age Requirement   0   (max. 21 – enter zero if none)
			
		  	(b)	  	Service Requirement (check one)
		  		  	x	  	1)	  	 None

		  		  	 ̈	  	2)	  	            -Year Period of Service (max. 2, but Vesting must be 100% if more than 1 year
is used)
		  		  	 ̈	  	3)	  	            -month Period of Service (max. 24, but Vesting must be 100% if more than 12
months are used)
		  		  	 ̈	  	4)	  	            -week Period of Service (max. 104, but Vesting must be 100% if more than 52
weeks are used)


  

					
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		 		  	 ̈	  	5)	  	           -day Period of Service (max. 730, but Vesting must be 100% if more than 365 days are
used)
		 		  	 ̈	  	6)	  	           Year(s) of Service (max. 2, but Vesting must be 100% if more than 1year is
used)
		 		  	 ̈	  	7)	  	1 Year of Service, or if earlier,            (max. 11) consecutive calendar months of
employment
		 		  		  		  	 ̈ in which the Employee is credited with at least           
Hours of Service per month
		 		  	 ̈	  	8)	  	1 Year of Service, or if earlier,            (max. 51) consecutive weeks of employment
		 		  		  		  	 ̈ in which the Employee is credited with at least           
Hours of Service per week
		 		  	 ̈	  	9)	  	1 Year of Service, or if earlier,            (max. 364) consecutive days of employment
		 		  		  		  	 ̈ in which the Employee is credited with at least           
Hours of Service per day
		
	1.4	 	Entry Dates. Solely for purposes of Employer contribution #  7  , an Eligible Employee who has satisfied the age and service
requirements in Section 1.3 will enter the Plan as a Participant on the entry date selected below.
		
		 	Note: If Section 1.3(b)(7), (8) or (9) is checked, an Eligible Employee who is entering the Plan as a Participant after satisfying the 1 Year of
Service component of such service requirement will enter the Plan as a Participant on the earlier of (1) the first day of the Plan Year that occurs after the date he or she satisfies the 1 Year of Service requirement (and any applicable age
requirement) or (2) the date that occurs six months after the date he or she satisfies the 1 Year of Service requirement (and any applicable age requirement). The Entry Date(s) selected below will only apply to an Eligible Employee who is
entering the Plan as a Participant after satisfying the months, days or weeks component of such service requirement (and any applicable age requirement).
			
		 	 ̈	  	Retroactive to the first day of the Plan Year in which the requirements are satisfied.
		 	 ̈	  	The first day of the Plan Year coincident with or following the date the requirements are satisfied. 1

		 	 ̈	  	The first day of the Plan Year nearest the date the requirements are satisfied.
		 	 ̈	  	The last day of the Plan Year coincident with or following the date the requirements are satisfied. 1
		 	 ̈	  	The last day of the Plan Year nearest the date the requirements are satisfied.
		 	 ̈	  	The first day of the month coincident with or following the date the requirements are satisfied.
		 	 ̈	  	The first day of the payroll period coincident with or following the date the requirements are satisfied.
		 	x	  	The same day the requirements are satisfied.
		 	 ̈	  	The first day of the 1st or 7th month
coincident with or following the date the requirements are satisfied.
		 	 ̈	  	The last day of the 6th or 12th
month coincident with or following the date the requirements are satisfied.
		 	 ̈	  	The first day of the 1st , 4th,
7th or 10th month coincident with or following the date the requirements are
satisfied.
		 	 ̈	  	The last day of the 3rd, 6th,
9th or 12th month coincident with or following the date the requirements are
satisfied.
		
		 	 1         This option
cannot be checked if the age requirement in 1.3(a) is 21 and/or if one of the following service requirements is checked: 1.3(b)(2); 1.3(b)(3) and the number of months selected is more than 6; 1.3(b)(4) and the number of weeks selected is more than
26; 1.3(b)(5) and the number of days selected is more than 182; or 1.3(b)(6).

		
	1.5	 	Contribution Formula. Non-Safe Harbor Matching Contribution #  7   made pursuant to the terms of this Addendum will be
determined in accordance with the formula selected below.
				
		 	(a)	  	x	  	Totally Discretionary Formula (Non-Tiered). Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer’s Non-Safe Harbor
Matching Contribution for any Allocation Period is totally discretionary.
				
		 	(b)	  	 ̈	  	Discretionary Formula (Tiered or Non-Tiered) With Fixed Maximum. Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer may
make a Non-Safe Harbor Matching Contribution for any Allocation Period equal to a discretionary percentage of each Benefiting Participant’s Elective Deferrals, not to exceed the following amount for any Allocation Period on behalf of any
Benefiting Participant:
					
		 		  		  	 ̈	  	          % (max. 100%) of a Benefiting Participant’s Elective Deferrals
		 		  		  	 ̈	  	          % of a Benefiting Participant’s Compensation (the % cannot exceed the minimum deferral % in
4.4(a))
		 		  		  	 ̈	  	$             for a Benefiting Participant
		 		  		  	 ̈	  	The lesser of             % of a Benefiting Participant’s Compensation or
$            
		 		  		  	 ̈	  	            % (max. 100%) of a Participant Elective Deferrals that do not exceed
            % of his or her Compensation
				
		 	(c)	  	 ̈	  	Mandatory Non-Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution equal to
            % (max. 100%) of each Benefiting Participant’s Elective Deferrals  ̈ not to exceed the following for an
Allocation Period:
					
		 		  		  	 ̈	  	Elective Deferrals in excess of             % of each Benefiting Participant’s
Compensation
		 		  		  	 ̈	  	$             for each Benefiting Participant


  

					
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		 		  		  		  	 ̈	  	The lesser of Elective Deferrals in excess of             % of each Benefiting Participant’s Compensation
or $            
					
		 		  	(d)	  	 ̈	  	Mandatory Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the amount determined by the
tiered formula below. (check each tier that applies, but note that the rate of Non-Safe Harbor Matching Contributions cannot increase as Elective Deferrals increase)
						
		 		  		  		  	 ̈	  	1st tier            % of Elective Deferrals that do not exceed
            % of Compensation
		 		  		  		  	 ̈	  	2nd tier            % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	3rd tier            % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	4th tier            % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	5th tier            % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	6th tier            % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	7th tier            % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	8th tier            % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	9th tier            % of Elective Deferrals that exceed
            % but not             % of Compensation
		 		  		  		  	 ̈	  	10th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
					
		 		  	(e)	  	 ̈	  	Mandatory Years/Periods of Service Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the Matching
percentage indicated below of each Benefiting Participant’s Elective Deferrals based on the Benefiting Participant’s <  ̈ 1-Year Periods of Service > <  ̈ Years of Service, and a Year of Service for purposes of this Section is a Plan Year in which a Participant is credited with             
(max. 1,000) Hours of Service >, subject to any limitations indicated below. (check each tier that applies)
					
		 		  		  		  	Years/Periods of Service     Matching %
					
		 		  		  		  	
            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

            to           
                                 %    <  ̈ up to $             > <  ̈ up
to            % of Compensation >

			
		 	1.6	  	Allocation Requirements. Any Employee who has entered the Plan as a Participant for purposes of Non-Safe Harbor Matching Contribution
#  7   and who makes an Elective Deferral during an Allocation Period <  ̈ and who is an NHCE for that Allocation Period > will be a Benefiting Participant for
that Allocation Period for purposes of Non-Safe Harbor Matching Contribution #  7   as indicated below < x provided the Participant is still an Eligible Employee
under Section 1.2(b) on the last day of the Allocation Period (or earlier Termination of Employment) >.
				
		 		  	(a)	  	Participants who are still Employees on the last day of the Allocation Period (check one)
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
		 		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation
Period
		 		  		  	 ̈	  	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		 		  		  	 ̈	  	Must be credited with              (max. 6) consecutive calendar months of employment in the
Allocation Period
		 		  		  	 ̈	  	Must be credited with              (max. 182) consecutive days of employment in the
Allocation Period
				
		 		  	(b)	  	Participants who Terminate Employment before the last day of the Allocation Period because of retirement on or after Normal Retirement Age <  ̈ or Early Retirement Age >, or because of their death or Disability (check one)
		 		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
		 		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation
Period
		 		  		  	 ̈	  	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		 		  		  	 ̈	  	Must be credited with              (max. 6) consecutive calendar months of employment in the
Allocation Period
		 		  		  	 ̈	  	Must be credited with             (max. 182) consecutive days of employment in the
Allocation Period
				
		 		  	(c)	  	Participants who Terminate Employment before the last day of the Allocation Period for any other reason (check
one)
		 		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		 		  		  	x	  	Will always be Benefiting Participants regardless of Service
		 		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation
Period


  

					
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		  		  	 ̈	 	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		  		  	 ̈	 	Must be credited with              (max. 6) consecutive calendar months of employment in the Allocation
Period
		  		  	 ̈	 	Must be credited with              (max. 182) consecutive days of employment in the Allocation
Period
			
	1.7	  	 ̈	  	Catch-Up Contributions. Catch-Up Contributions will be matched under the formula selected in Section 1.5 <
 ̈ but any limitations selected in such formula will be ignored >.
			
	1.8	  	 ̈	  	Voluntary Employee Contributions. Voluntary Employee Contribution will be matched under the formula selected in Section 1.5 <  ̈ but any limitations selected in such formula will be ignored >.
		
	1.9	  	Vesting. A Participant’s Vested Interest in any Non-Safe Harbor Matching Contribution #  7   which is allocated to his
or her Participant’s Account under this Addendum will be determined by the provisions selected below.
			
		  	(a)	  	The Vesting schedule in a non-Top Heavy Plan Year is: (check one)
		  		  	x	 	100% full and immediate
		  		  	 ̈	 	The schedule set forth below

  

									
		  		  		 	1 Year / Period of Service	 	            %
		  		  		 	2 Years / Periods of Service	 	            % (must be at least 20% unless 100% Vesting occurs after 3 years)
		  		  		 	3 Years / Periods of Service	 	            % (must be at least 40%)
		  		  		 	4 Years / Periods of Service	 	            % (must be at least 60%)
		  		  		 	5 Years / Periods of Service	 	            % (must be at least 80%)
		  		  		 	6 Years / Periods of Service	 	            % (must be 100%)
			
		  	(b)	  	The Vesting schedule in a Top Heavy Plan Year is: (check one)
		  		  	 ̈	 	100% full and immediate
		  		  	 ̈	 	The schedule set forth below
					
		  		  		 	1 Year / Period of Service	 	            %
		  		  		 	2 Years / Periods of Service	 	            % (must be at least 20% unless 100% Vesting occurs after 3 years)
		  		  		 	3 Years / Periods of Service	 	            % (must be at least 40%)
		  		  		 	4 Years / Periods of Service	 	            % (must be at least 60%)
		  		  		 	5 Years / Periods of Service	 	            % (must be at least 80%)
		  		  		 	6 Years / Periods of Service	 	            % (must be 100%)
				
		  	(c)	  	 ̈	 	Vesting Schedule for Pre-EGTRRA Contributions. Notwithstanding paragraph (a) above, a Participant’s Vested Interest in Non-Safe Harbor Matching
Contributions which were made to the Plan prior to January 1, 2001 will be determined in accordance with the Vesting schedule in effect when such contributions were made to the Plan.
				
		  	(d)	  	 ̈	 	Service Excluded for Vesting. All Service with the Employer is counted in determining a Participant’s Vested Interest in the Non-Safe Harbor Non-Elective
Contribution Account except the following: (check all that apply)
		  		  		 	 ̈  Service before age 18
		  		  		 	 ̈  Service before the Employer maintained this Plan or a predecessor plan
		  		  		 	 ̈  Service during a period for which the Employee made no mandatory contributions to the Plan
		
	1.10	  	Allocation of Forfeitures. Forfeitures of Non-Safe Harbor Matching Contribution #  7   which are not used to pay
administrative expenses as permitted under Section 3.4 of the Basic Plan will be allocated (or used) as selected below.
			
		  	(a)	  	Forfeitures attributable to Non-Safe Harbor Matching Contributions will be: (check one)



									
		  		  	x	 	1) Used to reduce Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		  		  	 ̈	 	2) Added to Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		  		  	 ̈	 	3) Allocated to Benefiting Participants in the manner selected in paragraphs (b), (c) and (d) below
				
		  	(b)	  	 ̈	 	Method of Allocation. Forfeitures allocated under (a)(3) will be allocated to each Benefiting Participant as follows:
		  		  		 	 ̈  Pro-rata based on his or her Compensation for the Plan Year
		  		  		 	 ̈  Pro-rata based on his or her Elective Deferrals for the Plan Year
		  		  		 	 ̈  Pro-rata based on his or her Non-Safe Harbor Matching Contributions for the Plan Year
		  		  		 	 ̈  Pro-rata based on his or her Non-Safe Harbor Matching Contribution Account
balance


  

					
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		  	(c)	  	 ̈	  	Participants Eligible to Be Benefiting Participants. The following are eligible to be Benefiting Participants for an Allocation Period with respect to Forfeitures
allocated under (a)(3) above:
		  		  		  	 ̈  Those who are Participants for Elective Deferral purposes
		  		  		  	 ̈  Those who are Participants for Non-Safe Harbor Matching Contribution purposes
		  		  		  	 ̈  Those who are Participants for Non-Safe Harbor Non-Elective Contribution purposes
				
		  	(d)	  	 ̈	  	Benefiting Participants. Any Participant selected in paragraph (c) <  ̈ who is a NHCE for the Allocation
Period > will be a Benefiting Participant for purposes of the allocations under paragraph (a)(3) above, provided the Participant also satisfies the applicable requirements in Section 1.6 of this Addendum.
		
	1.12	  	Definition of Compensation. A Participant’s Compensation for purposes of Non-Safe Harbor Matching Contribution #  7  
will be determined as indicated below.
			
		  	(a)	  	Compensation is defined as: (check one) 
		  		  	x	  	Form W-2 Compensation
		  		  	 ̈	  	Code §3401 Compensation
		  		  	 ̈	  	Safe Harbor Code §415 Compensation
			
		  	(b)	  	Elective contributions under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and §414(h)(2) will: (check one)

		  		  	x	  	Be included as Compensation
		  		  	 ̈	  	Not be included as Compensation
			
		  	(c)	  	The Compensation measuring period is the: (check one) 
		  		  	x	  	Plan Year
		  		  	 ̈	  	Fiscal Year ending on or within the Plan Year
		  		  	 ̈	  	Calendar year ending on or within the Plan Year
				
		  	(d)	  	x	  	The following categories of remuneration will not be counted as Compensation: (check all that apply)
		  		  		  	 ̈	  	1) Compensation received prior to becoming a Participant for Non-Safe Harbor Non-Elective Contributions
		  		  		  	 ̈	  	2) Compensation received while an ineligible Employee under Section 1.2 of this Addendum
		  		  		  	 ̈	  	3) All items in Regulation §1.414(s)-1(c)(3) (i.e., expense allowances, fringe benefit, moving expenses, etc.)
		  		  		  	 ̈	  	4) Post-Severance Compensation
1
		  		  		  	 ̈	  	5) Deemed 125 Compensation
1
		  		  		  	 ̈	  	6) Bonuses
1
		  		  		  	 ̈	  	7) Overtime
1
		  		  		  	 ̈	  	8) Commissions
1
		  		  		  	x	  	9) Other (describe) 
1	 	     Special pay or benefits; stock option exercise; restricted stock grants;
preferred stock grants;

		  		  		  		  	 performance share grants; long term incentive cash payments; education and tuition; auto
allowance; taxable moving

		  		  		  		  	 items; signing bonuses; retention bonuses; severance earnings; and reimbursements for gym
memberships.

		  		  		  		  	  

		  		  		  		  	  

					
		  		  		  		  	 1         If
checked, the Plan’s definition of compensation may fail to satisfy the safe harbor requirements unless such compensation is excluded only with respect to Highly Compensated Employees under paragraph (e) below.



											
				
		  	(e)	  	 ̈	  	 The amounts excluded under (d)(4) – (9) will only be excluded with respect: (check all that apply) 
		  		  		  	  ̈	  	Highly Compensated Employees
		  		  		  	  ̈	  	Other (cannot be a class that only includes NHCEs)	 	  

		  		  		  		  	  



SIGNATURE OF THE PLAN SPONSOR 

 

											
	By	 	 /s/ Robert P. McKinney
	 		 	Title	 	 VP, Human Resources

	Print Name	 	 Robert P. McKinney
	 		 	Date	 	 11/30/11



  

					
	Prototype 401(k) Non-Std.	  	Page 5 of 5	  	IRS Serial No: M391053a









 ADDITIONAL NON-SAFE HARBOR
MATCHING CONTRIBUTIONS 
 ADDENDUM
#  8  
  

			
	Plan Name	 	 EnPro Industries, Inc. Retirement Savings Plan for Hourly
Employees


  

											
	1.1	  	Non-Safe Harbor Matching Contribution #  8  . In addition to the Non-Safe Harbor Matching Contributions made pursuant to Section 6
of the Adoption Agreement, the Employer may make Non-Safe Harbor Matching Contribution #  8   to the Plan in accordance with this Addendum. These contributions are not intended to automatically satisfy the ACP
Test.
		
	1.2	  	Eligible Employees. Solely for purposes of Non-Safe Harbor Matching Contribution #  8  , all Employees of the Employers
indicated in paragraph (a) below are considered Eligible Employees unless otherwise indicated in paragraph (b) below.
			
		  	(a)	  	Employees of the following Employers are eligible for Non-Safe Harbor Matching Contribution
#  8  :
		  		  	1.	  	 Hydrodyne

		  		  	2.	  	 Technetics Corporation

		  		  	3.	  	 PI Bearing Technologies (effective 1/1/12)

		  		  	4.	  	 Tara Technologies -Non-Union Employees (effective 2/1/12)

		  		  	5.	  	  

		  		  	6.	  	  

		  		  	7.	  	  

		  		  	8.	  	  

		  		  	9.	  	  

		  		  	10.	  	  

		  		  	11.	  	  

				
		  	(b)	  	x	  	Notwithstanding paragraph (a), the following classes of Employees of the Employers indicated in paragraph (a) are not eligible for Non-Safe Harbor Matching
Contribution #  8  : (check all that apply)
					
		  		  		  	x	  	Union Employees
		  		  		  	x	  	Non-Resident Alien Employee
		  		  		  	 ̈	  	“Merger and Acquisition” Employees (but only during the statutory exclusion period)
		  		  		  	 ̈	  	Highly Compensated Employees
1
		  		  		  	x	  	Leased Employees (not otherwise excluded by statute) 1
		  		  		  	x	  	Employees of an Affiliated Employer that does not adopt this Plan 1
		  		  		  	 ̈	  	Key Employees <  ̈ but only those who are also Highly Compensated Employees > 1

		  		  		  	x	  	Employees who are paid primarily by salary
1
		  		  		  	 ̈	  	Employees who are paid primarily by the hour
1
		  		  		  	 ̈	  	Employees who are paid primarily by commissions
1
		  		  		  	x	  	Other (cannot be age or service related) 1	  	 Supplemental contract workers and part-time/seasonal employees.

		  		  		  		  	 However, any part-time/seasonal employee who works at least 1,000 hours during an
eligibility computation

		  		  		  		  	 period will be eligible to participate.

		  		  		  		  	  

		  		  		  		  	  

		  		  		  		  	  

		  		  		  		  	  

		  		  		  		  	  

				
		  		  		  	 1         Even if checked, these employees
are still included in determining if the Plan satisfies the requirements of Code §410(b).

		
	1.3	  	Minimum Age and Service Requirements. Solely for purposes of Non-Safe Harbor Matching Contribution #  8  , an Eligible
Employee (see Section 1.2 above) will be eligible to enter the Plan as a Participant on the applicable Entry Date upon satisfying the following age and/or service requirements:
			
		  	(a)	  	Age Requirement   0   (max. 21 – enter zero if none)
			
		  	(b)	  	Service Requirement (check one)
		  		  	x	  	 1) 
	  	 None

		  		  	 ̈	  	 2) 
	  	            -Year Period of Service (max. 2, but Vesting must be 100% if more than 1 year is
used)
		  		  	 ̈	  	 3) 
	  	            -month Period of Service (max. 24, but Vesting must be 100% if more than 12 months are
used)
		  		  	 ̈	  	 4) 
	  	            -week Period of Service (max. 104, but Vesting must be 100% if more than 52 weeks are
used)
		  		  	 ̈	  	5)	  	            -day Period of Service (max. 730, but Vesting must be 100% if more than 365 days are
used)


  

					
	Prototype 401(k) Non-Std.	  	Page 1 of 5	  	IRS Serial No: M391053a










									
		  		  	 ̈	  	6)	  	             Year(s) of Service (max. 2, but Vesting must be 100% if more than 1 year is
used)
		  		  	 ̈	  	7)	  	1 Year of Service, or if earlier,              (max. 11) consecutive calendar months of
employment
		  		  		  		  	 ̈ in which the Employee is credited with at least             
Hours of Service per month
		  		  	 ̈	  	8)	  	1 Year of Service, or if earlier,              (max. 51) consecutive weeks of
employment
		  		  		  		  	 ̈ in which the Employee is credited with at least             
Hours of Service per week
		  		  	 ̈	  	9)	  	1 Year of Service, or if earlier,              (max. 364) consecutive days of
employment
		  		  		  		  	 ̈ in which the Employee is credited with at least             
Hours of Service per day
		
	1.4	  	Entry Dates. Solely for purposes of Employer contribution #  8  , an Eligible Employee who has satisfied the age and service
requirements in Section 1.3 will enter the Plan as a Participant on the entry date selected below.
		
		  	Note: If Section 1.3(b)(7), (8) or (9) is checked, an Eligible Employee who is entering the Plan as a Participant after satisfying the 1 Year of
Service component of such service requirement will enter the Plan as a Participant on the earlier of (1) the first day of the Plan Year that occurs after the date he or she satisfies the 1 Year of Service requirement (and any applicable age
requirement) or (2) the date that occurs six months after the date he or she satisfies the 1 Year of Service requirement (and any applicable age requirement). The Entry Date(s) selected below will only apply to an Eligible Employee who is
entering the Plan as a Participant after satisfying the months, days or weeks component of such service requirement (and any applicable age requirement).
			
		  	 ̈	  	Retroactive to the first day of the Plan Year in which the requirements are satisfied.
		  	 ̈	  	The first day of the Plan Year coincident with or following the date the requirements are satisfied. 1
		  	 ̈	  	The first day of the Plan Year nearest the date the requirements are satisfied.
		  	 ̈	  	The last day of the Plan Year coincident with or following the date the requirements are satisfied. 1
		  	 ̈	  	The last day of the Plan Year nearest the date the requirements are satisfied.
		  	 ̈	  	The first day of the month coincident with or following the date the requirements are satisfied.
		  	 ̈	  	The first day of the payroll period coincident with or following the date the requirements are satisfied.
		  	x	  	The same day the requirements are satisfied.
		  	 ̈	  	The first day of the 1st or 7th month
coincident with or following the date the requirements are satisfied.
		  	 ̈	  	The last day of the 6th or 12th
month coincident with or following the date the requirements are satisfied.
		  	 ̈	  	The first day of the 1st , 4th,
7th or 10th month coincident with or following the date the requirements are
satisfied.
		  	 ̈	  	The last day of the 3rd, 6th,
9th or 12th month coincident with or following the date the requirements are
satisfied.
		
		  	 1         This option cannot be checked if the age requirement in 1.3(a)
is 21 and/or if one of the following service requirements is checked: 1.3(b)(2); 1.3(b)(3) and the number of months selected is more than 6; 1.3(b)(4) and the number of weeks selected is more than 26; 1.3(b)(5) and the number of days selected is
more than 182; or 1.3(b)(6).

		
	1.5	  	Contribution Formula. Non-Safe Harbor Matching Contribution #  8   made pursuant to the terms of this Addendum will be
determined in accordance with the formula selected below.
				
		  	(a)	  	 ̈	  	Totally Discretionary Formula (Non-Tiered). Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer’s Non-Safe Harbor
Matching Contribution for any Allocation Period is totally discretionary.
				
		  	(b)	  	 ̈	  	Discretionary Formula (Tiered or Non-Tiered) With Fixed Maximum. Subject to the requirements set forth in Section 3.4(f) of the Basic Plan, the Employer
may make a Non-Safe Harbor Matching Contribution for any Allocation Period equal to a discretionary percentage of each Benefiting Participant’s Elective Deferrals, not to exceed the following amount for any Allocation Period on behalf of any
Benefiting Participant:
					
		  		  		  	 ̈	  	            % (max. 100%) of a Benefiting Participant’s Elective Deferrals
		  		  		  	 ̈	  	            % of a Benefiting Participant’s Compensation (the % cannot exceed the minimum deferral % in
4.4(a))
		  		  		  	 ̈	  	$             for a Benefiting Participant
		  		  		  	 ̈	  	The lesser of             % of a Benefiting Participant’s Compensation or
$            
		  		  		  	 ̈	  	            % (max. 100%) of a Participant Elective Deferrals that do not exceed
            % of his or her Compensation
				
		  	(c)	  	x	  	Mandatory Non-Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution equal to
  100  % (max. 100%) of each Benefiting Participant’s Elective Deferrals x not to exceed the following for an Allocation
Period:
					
		  		  		  	x	  	Elective Deferrals in excess of   6  % of each Benefiting Participant’s Compensation
		  		  		  	 ̈	  	$             for each Benefiting Participant
		  		  		  	 ̈	  	The lesser of Elective Deferrals in excess of             % of each Benefiting Participant’s Compensation or
$            


  

					
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		  	(d)	  	 ̈	  	Mandatory Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the amount determined by
the tiered formula below. (check each tier that applies, but note that the rate of Non-Safe Harbor Matching Contributions cannot increase as Elective Deferrals increase)
					
		  		  		  	 ̈	  	1st tier             % of Elective Deferrals that do not exceed
            % of Compensation
		  		  		  	 ̈	  	2nd tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	3rd tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	4th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	5th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	6th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	7th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	8th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	9th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
		  		  		  	 ̈	  	10th tier             % of Elective Deferrals that exceed
            % but not             % of Compensation
				
		  	(e)	  	 ̈	  	Mandatory Years/Periods of Service Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the Matching
percentage indicated below of each Benefiting Participant’s Elective Deferrals based on the Benefiting Participant’s <  ̈ 1-Year Periods of Service > <  ̈ Years of Service, and a Year of Service for purposes of this Section is a Plan Year in which a Participant is credited with             
(max. 1,000) Hours of Service >, subject to any limitations indicated below. (check each tier that applies)


 

											
		  		  		  		  	    Years/Periods of Service	  	    Matching %
						
		  		  		  		  	                to           
 	  	                %    <
 ̈ up to $             > <  ̈ up
to            % of Compensation >
		  		  		  		  	                to           
 	  	                %    <
 ̈ up to $             > <  ̈ up
to            % of Compensation >
		  		  		  		  	                to           
 	  	                %    <
 ̈ up to $             > <  ̈ up
to            % of Compensation >
		  		  		  		  	                to           
 	  	                %    <
 ̈ up to $             > <  ̈ up
to            % of Compensation >
		  		  		  		  	                to           
 	  	                %    <
 ̈ up to $             > <  ̈ up
to            % of Compensation >

  

							
	1.6	  	Allocation Requirements. Any Employee who has entered the Plan as a Participant for purposes of Non-Safe Harbor Matching Contribution
#  8   and who makes an Elective Deferral during an Allocation Period <  ̈ and who is an NHCE for that Allocation Period > will be a Benefiting Participant for
that Allocation Period for purposes of Non-Safe Harbor Matching Contribution #  8   as indicated below < x provided the Participant is still an Eligible Employee
under Section 1.2(b) on the last day of the Allocation Period (or earlier Termination of Employment) >.
			
		  	(a)	  	Participants who are still Employees on the last day of the Allocation Period (check one)
		  		  	x	  	Will always be Benefiting Participants regardless of Service
		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation Period
		  		  	 ̈	  	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		  		  	 ̈	  	Must be credited with              (max. 6) consecutive calendar months of employment in the Allocation
Period
		  		  	 ̈	  	Must be credited with              (max. 182) consecutive days of employment in the Allocation
Period
			
		  	(b)	  	Participants who Terminate Employment before the last day of the Allocation Period because of retirement on or after Normal Retirement Age <  ̈ or Early Retirement Age >, or because of their death or Disability (check one)
		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		  		  	x	  	Will always be Benefiting Participants regardless of Service
		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation Period
		  		  	 ̈	  	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		  		  	 ̈	  	Must be credited with              (max. 6) consecutive calendar months of employment in the Allocation
Period
		  		  	 ̈	  	Must be credited with              (max. 182) consecutive days of employment in the Allocation
Period
			
		  	(c)	  	Participants who Terminate Employment before the last day of the Allocation Period for any other reason (check one)
		  		  	 ̈	  	Will not be Benefiting Participants for that Allocation Period
		  		  	x	  	Will always be Benefiting Participants regardless of Service
		  		  	 ̈	  	Must be credited with              (max. 1,000) Hours of Service in the Allocation
Period


  

					
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		  		  	 ̈	  	Must be credited with a              (max. 6) month Period of Service in the Allocation
Period
		  		  	 ̈	  	Must be credited with              (max. 6) consecutive calendar months of employment in the
Allocation Period
		  		  	 ̈	  	Must be credited with              (max. 182) consecutive days of employment in the Allocation
Period
			
	1.7	  	 ̈	  	Catch-Up Contributions. Catch-Up Contributions will be matched under the formula selected in Section 1.5 <
 ̈ but any limitations selected in such formula will be ignored >.
			
	1.8	  	 ̈	  	Voluntary Employee Contributions. Voluntary Employee Contribution will be matched under the formula selected in Section 1.5 <  ̈ but any limitations selected in such formula will be ignored >.
		
	1.9	  	Vesting. A Participant’s Vested Interest in any Non-Safe Harbor Matching Contribution #   8   which is allocated to
his or her Participant’s Account under this Addendum will be determined by the provisions selected below.
			
		  	(a)	  	The Vesting schedule in a non-Top Heavy Plan Year is: (check one)
		  		  	x	  	100% full and immediate
		  		  	 ̈	  	The schedule set forth below
				
		  		  		  	1 Year / Period of Service
                       %
		  		  		  	2 Years / Periods of Service                     % (must be
at least 20% unless 100% Vesting occurs after 3 years)
		  		  		  	3 Years / Periods of Service                     % (must be
at least 40%)
		  		  		  	4 Years / Periods of Service                     % (must be
at least 60%)
		  		  		  	5 Years / Periods of Service                     % (must be
at least 80%)
		  		  		  	6 Years / Periods of Service                     % (must be
100%)
			
		  	(b)	  	The Vesting schedule in a Top Heavy Plan Year is: (check one)
		  		  	 ̈	  	100% full and immediate
		  		  	 ̈	  	The schedule set forth below
				
		  		  		  	1 Year / Period of Service
                       %
		  		  		  	2 Years / Periods of Service                     % (must be
at least 20% unless 100% Vesting occurs after 3 years)
		  		  		  	3 Years / Periods of Service                     % (must be
at least 40%)
		  		  		  	4 Years / Periods of Service                     % (must be
at least 60%)
		  		  		  	5 Years / Periods of Service                     % (must be
at least 80%)
		  		  		  	6 Years / Periods of Service                     % (must be
100%)
				
		  	(c)	  	 ̈	  	Vesting Schedule for Pre-EGTRRA Contributions. Notwithstanding paragraph (a) above, a Participant’s Vested Interest in Non-Safe Harbor Matching
Contributions which were made to the Plan prior to January 1, 2001 will be determined in accordance with the Vesting schedule in effect when such contributions were made to the Plan.
				
		  	(d)	  	 ̈	  	Service Excluded for Vesting. All Service with the Employer is counted in determining a Participant’s Vested Interest in the Non-Safe Harbor Non-Elective
Contribution Account except the following: (check all that apply)
		  		  		  	 ̈	  	Service before age 18
		  		  		  	 ̈	  	Service before the Employer maintained this Plan or a predecessor plan
		  		  		  	 ̈	  	Service during a period for which the Employee made no mandatory contributions to the Plan
		
	1.10	  	Allocation of Forfeitures. Forfeitures of Non-Safe Harbor Matching Contribution #  8   which are not used to pay
administrative expenses as permitted under Section 3.4 of the Basic Plan will be allocated (or used) as selected below.
			
		  	(a)	  	Forfeitures attributable to Non-Safe Harbor Matching Contributions will be: (check one)
		  		  	x	  	1) Used to reduce Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		  		  	 ̈	  	2) Added to Employer contributions as described in Section 3.13(b)(2) of the Basic Plan
		  		  	 ̈	  	3) Allocated to Benefiting Participants in the manner selected in paragraphs (b), (c) and (d) below
				
		  	(b)	  	 ̈	  	Method of Allocation. Forfeitures allocated under (a)(3) will be allocated to each Benefiting Participant as follows:
		  		  		  	 ̈	  	Pro-rata based on his or her Compensation for the Plan Year
		  		  		  	 ̈	  	Pro-rata based on his or her Elective Deferrals for the Plan Year
		  		  		  	 ̈	  	Pro-rata based on his or her Non-Safe Harbor Matching Contributions for the Plan Year
		  		  		  	 ̈	  	Pro-rata based on his or her Non-Safe Harbor Matching Contribution Account balance


  

					
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		  	(c)	  	 ̈	  	Participants Eligible to Be Benefiting Participants. The following are eligible to be Benefiting Participants for an Allocation Period with respect to Forfeitures
allocated under (a)(3) above:
		  		  		  	 ̈	  	Those who are Participants for Elective Deferral purposes
		  		  		  	 ̈	  	Those who are Participants for Non-Safe Harbor Matching Contribution purposes
		  		  		  	 ̈	  	Those who are Participants for Non-Safe Harbor Non-Elective Contribution purposes
				
		  	(d)	  	 ̈	  	Benefiting Participants. Any Participant selected in paragraph (c) <  ̈ who is a NHCE for the Allocation
Period > will be a Benefiting Participant for purposes of the allocations under paragraph (a)(3) above, provided the Participant also satisfies the applicable requirements in Section 1.6 of this Addendum.
		
	1.12 	  	Definition of Compensation. A Participant’s Compensation for purposes of Non-Safe Harbor Matching Contribution #  8   will
be determined as indicated below.
			
		  	(a)	  	Compensation is defined as: (check one) 
		  		  	x	  	Form W-2 Compensation
		  		  	 ̈	  	Code §3401 Compensation
		  		  	 ̈	  	Safe Harbor Code §415 Compensation
			
		  	(b)	  	Elective contributions under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and §414(h)(2) will: (check
one)
		  		  	x	  	Be included as Compensation
		  		  	 ̈	  	Not be included as Compensation
			
		  	(c)	  	The Compensation measuring period is the: (check one) 
		  		  	x	  	Plan Year
		  		  	 ̈	  	Fiscal Year ending on or within the Plan Year
		  		  	 ̈	  	Calendar year ending on or within the Plan Year
				
		  	(d)	  	x	  	The following categories of remuneration will not be counted as Compensation: (check all that apply)
		  		  		  	 ̈	  	1) Compensation received prior to becoming a Participant for Non-Safe Harbor Non-Elective Contributions
		  		  		  	 ̈	  	2) Compensation received while an ineligible Employee under Section 1.2 of this Addendum
		  		  		  	 ̈	  	3) All items in Regulation §1.414(s)-1(c)(3) (i.e., expense allowances, fringe benefit, moving expenses, etc.)
		  		  		  	 ̈	  	4) Post-Severance Compensation
1
		  		  		  	 ̈	  	5) Deemed 125 Compensation
1
		  		  		  	 ̈	  	6) Bonuses
1
		  		  		  	 ̈	  	7) Overtime
1
		  		  		  	 ̈	  	8) Commissions
1
		  		  		  	x	  	9) Other (describe) 
1	  	     Special pay or benefits; stock option exercise; restricted stock grants;
preferred stock grants;

		  		  		  		  	 performance share grants; long term incentive cash payments; education and tuition; auto
allowance; taxable moving

		  		  		  		  	 items; signing bonuses; retention bonuses; severance earnings; and reimbursements for gym
memberships.

		  		  		  		  	  

		  		  		  		  	  

					
		  		  		  		  	 1         If
checked, the Plan’s definition of compensation may fail to satisfy the safe harbor requirements unless such compensation is excluded only with respect to Highly Compensated Employees under paragraph (e) below.

				
		  	(e)	  	 ̈	  	The amounts excluded under (d)(4) – (9) will only be excluded with respect: (check all that apply)



													
		  		  		  		 	     ̈	  	Highly Compensated Employees
		  		  		  		 	     ̈	  	Other (cannot be a class that only includes NHCEs)	  	  

		  		  		  		 		  	  


 SIGNATURE OF THE PLAN SPONSOR

  

											
	 By
	 	 /s/ Robert P. McKinney
	 		 	Title	 	 VP, Human Resources

	 Print Name
	 	 Robert P. McKinney
	 		 	Date	 	 11/30/11



  

					
	Prototype 401(k) Non-Std.	  	Page 5 of 5	  	IRS Serial No: M391053a