exv10w39





Exhibit 10.39



BOSTON SCIENTIFIC CORPORATION

401(k) RETIREMENT SAVINGS PLAN




(Amended and Restated, Effective January 1, 2011)



 









 





Table of Contents




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1. INTRODUCTION
	 	 	1	 
	1.1. Qualification and Purpose
	 	 	1	 
	1.2. Rights under Plans
	 	 	1	 
	1.3. Defined Terms
	 	 	1	 
	ARTICLE 2. DEFINITIONS
	 	 	2	 
	2.1. “Accounts”
	 	 	2	 
	2.2. “Affiliated Employer”
	 	 	2	 
	2.3. “Beneficiary”
	 	 	2	 
	2.4. “Board of Directors”
	 	 	2	 
	2.5. “Code”
	 	 	2	 
	2.6. “Committee”
	 	 	2	 
	2.7. “Company Stock”
	 	 	2	 
	2.8. “Compensation”
	 	 	2	 
	2.9. “Disability”
	 	 	3	 
	2.10. “Discretionary Contribution”
	 	 	3	 
	2.11. “Discretionary Contribution Account”
	 	 	3	 
	2.12. “Elective Contribution”
	 	 	3	 
	2.13. “Elective Contribution Account”
	 	 	3	 
	2.14. “Eligible Employee”
	 	 	4	 
	2.15. “Employee”
	 	 	4	 
	2.16. “Employee Contribution”
	 	 	4	 
	2.17. “Entry Date”
	 	 	4	 
	2.18. “ERISA”
	 	 	4	 
	2.19. “Highly Compensated Employee”
	 	 	4	 
	2.20. “Hour of Service”
	 	 	4	 
	2.21. “Leased Employee”
	 	 	6	 
	2.22. “Matching Contribution Account”
	 	 	6	 
	2.23. “Normal Retirement Age”
	 	 	6	 
	2.24. “Participant”
	 	 	6	 
	2.25. “Participating Employer”
	 	 	6	 
	2.26. “Plan”
	 	 	6	 
	2.27. “Plan Sponsor”
	 	 	6	 






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	 	 	Page	 
	2.28. “Plan Year”
	 	 	6	 
	2.29. “Predecessor Employer”
	 	 	6	 
	2.30. “Qualified Domestic Relations Order”
	 	 	7	 
	2.31. “Qualified Nonelective Contribution”
	 	 	7	 
	2.32. “QNEC Account”
	 	 	7	 
	2.33. “Regulation”
	 	 	7	 
	2.34. “Required Beginning Date”
	 	 	7	 
	2.35. “Rollover Contribution”
	 	 	7	 
	2.36. “Section”
	 	 	7	 
	2.37. “Trust”
	 	 	7	 
	2.38. “Trustee”
	 	 	7	 
	2.39. “Valuation Date”
	 	 	7	 
	2.40. “Year of Service for Vesting”
	 	 	7	 
	ARTICLE 3. PARTICIPATION
	 	 	9	 
	3.1. Date of Participation
	 	 	9	 
	3.2. Duration of Participation
	 	 	10	 
	ARTICLE 4. CONTRIBUTIONS
	 	 	11	 
	4.1. Elective Contributions
	 	 	11	 
	4.2. Form and Manner of Affirmative and Automatic Elections
	 	 	11	 
	4.3. Matching Contributions
	 	 	13	 
	4.4. Discretionary Contributions
	 	 	13	 
	4.5. Qualified Nonelective Contributions
	 	 	14	 
	4.6. Rollover Contributions
	 	 	14	 
	4.7. Employee Contributions
	 	 	14	 
	4.8. Crediting of Contributions
	 	 	14	 
	4.9. Time for Making Contributions
	 	 	14	 
	4.10. Certain Limits Apply
	 	 	14	 
	4.11. Return of Contributions
	 	 	14	 
	4.12. Establishment of Trust
	 	 	15	 
	ARTICLE 5. ROTH ELECTIVE DEFERRALS
	 	 	16	 
	5.1. General Application
	 	 	16	 
	5.2. Separate Accounting
	 	 	16	 
	5.3. Direct Rollovers
	 	 	16	 
	5.4. Correction of Excess Contributions
	 	 	17	 
	5.5. Definition
	 	 	17	 






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	 	 	Page	 
	ARTICLE 6. SAFE HARBOR MATCHING CONTRIBUTIONS
	 	 	18	 
	6.1. Rules of Application
	 	 	18	 
	6.2. Definitions
	 	 	18	 
	6.3. Safe Harbor Matching Contributions
	 	 	18	 
	6.4. Notice and Elections
	 	 	19	 
	6.5. Vesting of Safe Harbor Matching Contributions
	 	 	19	 
	ARTICLE 7. PARTICIPANT ACCOUNTS
	 	 	20	 
	7.1. Accounts
	 	 	20	 
	7.2. Adjustment of Accounts
	 	 	20	 
	7.3. Investment of Accounts
	 	 	20	 
	7.4. Appointment of Investment Manager or Named Fiduciary
	 	 	21	 
	7.5. Section 404(c) Compliance
	 	 	21	 
	7.6. Transfers From Other Plans
	 	 	22	 
	ARTICLE 8. VESTING OF ACCOUNTS
	 	 	23	 
	8.1. Immediate Vesting of Certain Accounts
	 	 	23	 
	8.2. Deferred Vesting of Discretionary Contribution Accounts
	 	 	23	 
	8.3. Special Vesting Rules
	 	 	23	 
	8.4. Changes in Vesting Schedule
	 	 	24	 
	8.5. Forfeitures
	 	 	24	 
	8.6. Vesting of Accounts Transferred From Other Plans
	 	 	25	 
	ARTICLE 9. WITHDRAWALS PRIOR TO SEVERANCE FROM EMPLOYMENT
	 	 	26	 
	9.1. Hardship Withdrawals
	 	 	26	 
	9.2. Withdrawals After Age 591/2
	 	 	27	 
	9.3. Withdrawal from Rollover Account
	 	 	27	 
	9.4. Withdrawal on Account of Disability
	 	 	27	 
	9.5. Withdrawal of Employee Contributions
	 	 	27	 
	9.6. Restrictions on Certain Distributions
	 	 	28	 
	9.7. Limitation of Withdrawal Amount
	 	 	28	 
	9.8. Distributions Required by a Qualified Domestic Relations Order
	 	 	28	 
	9.9. Withdrawals by Certain Former Participants in Other Plans
	 	 	28	 
	ARTICLE 10. LOANS TO PARTICIPANTS
	 	 	30	 
	10.1. In General
	 	 	30	 
	10.2. Rules and Procedures
	 	 	30	 
	10.3. Maximum Amount of Loan
	 	 	30	 
	10.4. Note; Security; Interest
	 	 	30	 






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	 	 	Page	 
	10.5. Note as Trust Asset
	 	 	30	 
	10.6. Rollover of Loans Upon Sale of Participating Employer
	 	 	31	 
	10.7. Nondiscrimination
	 	 	31	 
	10.8. Spousal Consent to Loans to Certain Former Participants in Other Plans
	 	 	31	 
	ARTICLE 11. BENEFITS UPON DEATH OR SEVERANCE FROM EMPLOYMENT
	 	 	32	 
	11.1. Severance From Employment for Reasons Other Than Death
	 	 	32	 
	11.2. Time of Distributions
	 	 	32	 
	11.3. Amount of Distribution
	 	 	33	 
	11.4. Distributions After a Participant’s Death
	 	 	33	 
	11.5. Designation of Beneficiary
	 	 	34	 
	11.6. Direct Rollovers of Eligible Distributions
	 	 	35	 
	11.7. Protected Forms of Benefit
	 	 	36	 
	11.8. Distribution Restrictions for Elective Contributions
	 	 	36	 
	11.9. Minimum Distribution Requirements
	 	 	37	 
	11.10. Non-Spousal Rollovers
	 	 	41	 
	11.11. Special Distribution Rules for 2009
	 	 	41	 
	ARTICLE 12. ADMINISTRATION
	 	 	42	 
	12.1. Committee
	 	 	42	 
	12.2. Powers of Committee
	 	 	42	 
	12.3. Effect of Interpretation or Determination
	 	 	42	 
	12.4. Reliance on Tables, etc.
	 	 	43	 
	12.5. Claims and Review Procedures
	 	 	43	 
	12.6. Indemnification of Committee and Assistants
	 	 	43	 
	12.7. Annual Report
	 	 	43	 
	12.8. Expenses of Plan
	 	 	43	 
	ARTICLE 13. AMENDMENT AND TERMINATION
	 	 	44	 
	13.1. Amendment
	 	 	44	 
	13.2. Termination
	 	 	44	 
	13.3. Distributions upon Termination of the Plan
	 	 	44	 
	13.4. Merger or Consolidation of Plan; Transfer of Plan Assets
	 	 	44	 
	ARTICLE 14. LIMITS ON CONTRIBUTIONS
	 	 	46	 
	14.1. Code Section 404 Limits
	 	 	46	 
	14.2. Code Section 415 Limits
	 	 	46	 
	14.3. Code Section 402(g) Limits
	 	 	47	 
	14.4. Code Section 401(k)(3) Limits
	 	 	49	 






- iv -









 






	 	 	 	 	 
	 	 	Page	 
	14.5. Code Section 401(m) Limits
	 	 	52	 
	14.6. Code Section 401(k)(3) and 401(m) Limits after 2010
	 	 	55	 
	ARTICLE 15. SPECIAL TOP-HEAVY PROVISIONS
	 	 	56	 
	15.1. Provisions to Apply
	 	 	56	 
	15.2. Minimum Contribution
	 	 	56	 
	15.3. Adjustment to Limitation on Benefits
	 	 	57	 
	15.4. Definitions
	 	 	57	 
	ARTICLE 16. MISCELLANEOUS
	 	 	60	 
	16.1. Exclusive Benefit Rule
	 	 	60	 
	16.2. Limitation of Rights
	 	 	60	 
	16.3. Nonalienability of Benefits
	 	 	60	 
	16.4. Adequacy of Delivery
	 	 	60	 
	16.5. Reclassification of Employment Status
	 	 	60	 
	16.6. Veterans’ Reemployment and Benefits Rights
	 	 	61	 
	16.7. Governing law
	 	 	61	 
	16.8. Authority to Correct Operational Defects
	 	 	61	 
	16.9. Electronic Forms
	 	 	61	 






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ARTICLE 1. INTRODUCTION.




     1.1. Qualification and Purpose. This document amends and restates the provisions of
the Boston Scientific Corporation 401(k) Retirement Savings Plan, effective as of January 1, 2011
unless otherwise stated herein. Mergers and account transfers of certain other plans into the Plan
shall have such effective dates as are provided in Schedule B. The original effective date of the
Plan was January 1, 1987. The Plan and its related Trust are intended to qualify as a
profit-sharing plan and trust under Code sections 401(a) and 501(a), the cash or deferred
arrangement forming part of the Plan is intended to qualify under Code section 401(k). The Plan is
intended to constitute a plan described in section 404(c) of ERISA. The provisions of the Plan and
Trust shall be construed and applied accordingly. The purpose of the Plan is to provide benefits
to Participants in a manner consistent and in compliance with such Code sections and Title I of
ERISA. Notwithstanding the general effective date specified above, any provision of this
restatement that is intended to comply with changes in law made by the Economic Growth and Tax
Relief Reconciliation Act of 2001 (“EGTRRA”) and the Pension Protection Act of 2006 (“PPA”),
Internal Revenue Service regulations or other guidance thereunder, or Department of Labor guidance
shall be effective as of the effective dates specified for such changes in the applicable statute,
regulation, or guidance. In addition, this restatement contains provisions intended to comply with
the requirements of the Heroes Earnings Assistance and Relief Tax Act of 2008 (the “HEART Act” and
the Worker, Retiree and Employer Recovery Act of 2008 (“WRERA”). Those provisions should be
construed in accordance with each Act, and any subsequent guidance issued thereunder, and will
supersede any provision of the Plan to the extent that it is inconsistent with either Act.



     1.2. Rights under Plans. The rights of Participants in this Plan or any other plan
which has been merged into this Plan, and the rights of their beneficiaries, shall be determined in
accordance with the terms of the applicable plan at the time they ceased to be employed.



     1.3. Defined Terms. All capitalized terms used in the following provisions of the
Plan have the meanings given them under Article 2.



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ARTICLE 2. DEFINITIONS.




     Wherever used in the Plan, the following terms have the following meanings:



     2.1. “Accounts” mean, for any Participant, the accounts established under the Plan to which
contributions made for the Participant’s benefit, and any allocable income, expense, gain and loss,
are allocated.



     2.2. “Affiliated Employer” means (a) the Plan Sponsor, (b) any corporation that is a member of
a controlled group of corporations (as defined in Code section 414(b)) of which the Plan Sponsor is
also a member, (c) any trade or business, whether or not incorporated, that is under common control
(as defined in Code section 414(c)) with the Plan Sponsor, (d) any trade or business that is a
member of an affiliated service group (as defined in Code section 414(m)) of which the Plan Sponsor
is also a member, or (e) to the extent required by Regulations issued under Code section 414(o),
any other organization; provided, that the term “Affiliated Employer” shall not include any
corporation or unincorporated trade or business prior to the date on which such corporation, trade
or business satisfies the affiliation or control tests of, (b), (c), (d) or (e) above. In
identifying any “Affiliated Employers” for purposes of the Code section 415 limits, the definitions
in Code sections 414(b) and (c) shall be modified as provided in Code section 415(h).



     2.3. “Beneficiary” means any person entitled to receive benefits under the Plan upon the death
of a Participant.



     2.4. “Board of Directors” means the members of the Board of Directors of Boston Scientific
Corporation.



     2.5. “Code” means the Internal Revenue Code of 1986, as amended from time to time. Reference
to any section or subsection of the Code includes reference to any comparable or succeeding
provisions of any legislation which amends, supplements or replaces such section or subsection, and
also includes reference to any Regulation issued pursuant to or with respect to such section or
subsection.



     2.6. “Committee” means the entity or persons appointed by the Board of Directors, or its
designee, to administer the Plan pursuant to its provisions.



     2.7. “Company Stock” means any stock of the Plan Sponsor or an Affiliated Employer
constituting a “qualifying employer security” within the meaning of section 407(d)(5) of ERISA.



     2.8. “Compensation” means:




     (a) for purposes of determining the Code section 415 limits, the amount of any minimum
contribution under the special top-heavy provisions, and determining the status of an
individual as a “highly compensated employee” or a “key employee,” the Participant’s wages
as defined in Code section 3401(a) for purposes of income tax



- 2 -









 







withholding at the source, but (i) determined without regard to any rules that limit
the remuneration included in wages based on the nature or location of the employment or the
services performed, and (ii) increased by any such amounts that would have been received by
the individual from the Employer but for an election under Code section 125, 132(f)(4),
401(k), or 402(h);




     (b) for purposes of the limits under Sections 14.4 and 14.5, if applicable,
“compensation” as defined under Code section 414(s) and the Treasury regulations thereunder;
and




     (c) for all other purposes under the Plan, the same as in (a) above, reduced by all of
the following items (even if includable in gross income): cost-of-living adjustments,
reimbursements or other expense allowances, pay in lieu of vacation upon termination of
employment, bonuses, deferred compensation, payments under a severance plan, amounts
received upon the exercise of options to purchase Company Stock, and moving expenses.




     (d) Compensation shall include only that compensation which is actually paid to the
Participant during the applicable Plan Year and prior to the Participant’s severance from
employment, except as provided in Regulation section 1.415(c)-(2)(e)(3). For all purposes
under the Plan, Compensation for any individual will be limited for any Plan Year as
provided under Code section 401(a)(17). If the period for determining Compensation used in
calculating a Participant’s allocation for a determination period is shorter than 12 months,
the annual Compensation limit shall be an amount equal to the otherwise applicable limit
multiplied by a fraction, the numerator of which is the number of months in the period, and
the denominator of which is 12. For a Participant’s initial year of participation in the
Plan, Compensation will be recognized for the entire Plan Year.



     2.9. “Disability” means an injury or sickness which makes a Participant unable to perform each
of the “essential functions” (as defined in the Boston Scientific Long Term Disability Plan) of any
“gainful occupation” (as defined in the Boston Scientific Long Term Disability Plan) for which the
Participant is reasonably fitted by training, education or experience.



     2.10. “Discretionary Contribution” means a contribution made for the benefit of a Participant
by a Participating Employer in the discretion of the Board of Directors.



     2.11. “Discretionary Contribution Account” means an Account to which Discretionary
Contributions are allocated.



     2.12. “Elective Contribution” means a contribution made to the Plan for the benefit of a
Participant pursuant to a Compensation Reduction Authorization. For any Plan Year after December
31, 2010, Elective Contributions shall include an elective deferral contribution described in
Article 6, which is intended to satisfy the ADP safe harbor requirements.



     2.13. “Elective Contribution Account” means an Account to which Elective Contributions (but
not Roth Elective Deferrals) are allocated.



- 3 -









 





     2.14. “Eligible Employee” means, subject to Section 16.5:




     (a) any Employee who is employed by a Participating Employer, and who, in the opinion
of his or her Participating Employer, may reasonably be expected to complete 1,000 or more
Hours of Service with a Participating Employer in a Plan Year; or




     (b) any Employee not already an Eligible Employee under (a) above who is employed by a
Participating Employer, and who has completed 1,000 or more Hours of Service in a
computation period or has previously been an Eligible Employee described in (a) above.




The initial computation period shall be the 12-consecutive month period beginning on the
date the Employee first performs an Hour of Service (the “employment commencement date”).
The succeeding computation periods commence with the first Plan Year commencing after the
Employee’s employment commencement date.




     Notwithstanding the foregoing, in no event will an individual become an Eligible Employee
while he or she is characterized by an Affiliated Employer as a Leased Employee, nor will a
foreign national or nonresident alien who is not paid from a Participating Employer’s U.S.
payroll become an Eligible Employee.



     2.15. “Employee” means any individual employed by an Affiliated Employer, including any Leased
Employee and any other individual required to be treated as an employee pursuant to Code sections
414(n) and 414(o).



     2.16. “Employee Contribution” means the voluntary after-tax contribution made by a Participant
under the Plan for a Plan Year prior to January 1, 2011.



     2.17. “Entry Date” means the first day of each pay period during the Plan Year.



     2.18. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and any successor statute or statutes of similar import.



     2.19. “Highly Compensated Employee” means each individual employed by an Affiliated Employer
who (i) during such Plan Year or preceding Plan Year, is a “5% owner” within the meaning of Code
section 414(q), or (ii) during the preceding Plan Year received Compensation in excess of $110,000
(as adjusted under that Code section) and was in the “top paid group” as defined therein for such
Plan Year.



     2.20. “Hour of Service” means, with respect to any Employee:




     (a) Each hour for which the Employee is paid or entitled to payment for the performance
of duties for an Affiliated Employer, each such hour to be credited to the Employee for the
computation period in which the duties were performed;




     (b) Each hour for which the Employee is directly or indirectly paid or entitled to
payment by any Affiliated Employer (including payments made or due from a trust fund or
insurer to which the Affiliated Employer contributes or pays premiums) on



- 4 -









 







account of a period of time during which no duties are performed (irrespective of
whether the employment relationship has terminated) due to vacation, holiday, illness,
incapacity, disability, layoff, jury duty, military duty, or leave of absence, each such
hour to be credited to the Employee for the computation period in which such period of time
occurs, subject to the following rules;




     (i) No more than 501 Hours of Service shall be credited under this paragraph
(b) to the Employee on account of any single continuous period during which the
Employee performs no duties;




     (ii) Hours of Service shall not be credited under this paragraph (b) to an
Employee for a payment which solely reimburses the Employee for medically related
expenses incurred by the Employee, or which is made or due under a plan maintained
solely for the purpose of complying with applicable workers’ compensation,
unemployment compensation or disability insurance laws; and




     (iii) If the period during which the Employee performs no duties falls within
two or more computation periods, and if the payment made on account of such period
is not calculated on the basis of units of time, the number of Hours of Service
credited with respect to such period shall be allocated between not more than the
first two such periods based on the amount of the payment divided by the Employee’s
most recent hourly rate of Compensation before the period during which no duties
were performed;




     (c) Each hour not counted under paragraph (a) or (b) for which back pay, irrespective
of mitigation of damages, has been either awarded or agreed to be paid by any Affiliated
Employer, each such hour to be credited to the Employee for the computation period to which
the award or agreement for back pay pertains, provided that crediting of Hours of Service
under this paragraph (c) with respect to periods described in paragraph (b) above shall be
subject to the limitations and special rules set forth in clauses (i), (ii) and (iii) of
paragraph (b);




     (d) Each noncompensated hour while an Employee during a period of absence from any
Affiliated Employer in the armed forces of the United States if the Employee returns to work
for any Affiliated Employer at a time when he or she has reemployment rights under federal
law, and each noncompensated hour while an Employee on an unpaid leave of absence granted by
the Employer; and




     (e) Solely for purposes of Section 8.5, each hour not counted under paragraph (a) or
(b) for which the Employee is absent from work for maternity or paternity reasons, provided
that no more than 501 Hours of Service shall be credited under this paragraph (e) to the
Employee. For purposes of this paragraph, an absence from work for maternity or paternity
reasons means an absence (1) by reason of the pregnancy of the individual, (2) by reason of
the birth of a child of the individual, (3) by reason of the placement of a child with the
individual in connection with the adoption of such child by such individual, or (4) for
purposes of caring for such child for a period beginning immediately following such birth or
placement.



- 5 -









 




Hours of Service to be credited to an Employee under (a), (b) and (c) above will be calculated and
credited pursuant to paragraphs (b) and (c) of section 2530.200b-2 of the Department of Labor
Regulations, which are incorporated herein by reference. Hours of Service to be credited to an
Employee during a period described in (d) and (e) above will be determined by the Committee with
reference to the individual’s most recent normal work schedule, or at the rate of eight hours per
day in the event the Committee is unable to establish such schedule. Notwithstanding the
foregoing, where records of actual hours worked by an Employee are not maintained, an Employee will
be credited with 190 Hours of Service for each month for which the Employee would be required to be
credited with at least one Hour of Service.




     2.21. “Leased Employee” means any person who is not an employee of a Participating Employer
(including, for purposes of this paragraph, Affiliated Employers) and who provides services to the
Participating Employer, provided that (i) the services are provided pursuant to an agreement
between the Participating Employer and any other person (“leasing organization”); (ii) the person
has performed the services for the Company on a substantially full-time basis for a period of at
least 1 year; and (iii) the services are performed under the primary direction and control of the
Participating Employer; provided that, an individual shall not be considered a Leased Employee of
the Participating Employer if (i) the employee is covered by a money purchase plan maintained by
the leasing organization providing: (1) a nonintegrated employer contribution rate of at least 10
percent of “compensation,” as that term is defined in Section 2.8(a), (2) immediate participation,
and (3) full and immediate vesting; and (ii) leased employees do not constitute more than 20
percent of the Participating Employer’s nonhighly compensated workforce.



     2.22. “Matching Contribution Account” means an Account to which Matching Contributions are
allocated. For Plan Years after December 31, 2010, the Safe Harbor Matching Contributions shall be
maintained in the separate recordkeeping account as described in Article 6.



     2.23. “Normal Retirement Age” means age 62.



     2.24. “Participant” means each Eligible Employee who participates in the Plan pursuant to its
provisions.



     2.25. “Participating Employer” means the Plan Sponsor and each Affiliated Employer listed on
Schedule A.



     2.26. “Plan” means the Boston Scientific Corporation 401(k) Retirement Savings Plan set forth
herein, and all subsequent amendments thereto.



     2.27. “Plan Sponsor” means Boston Scientific Corporation, a Delaware Corporation.



     2.28. “Plan Year” means the calendar year.



     2.29. “Predecessor Employer” means any trade or business acquired by a Participating Employer,
or any entity from which a Participating Employer has acquired substantially all of its assets.



- 6 -









 





     2.30. “Qualified Domestic Relations Order” means any judgment, decree or order (including
approval of a property settlement agreement) which constitutes a “qualified domestic relations
order” within the meaning of Code section 414(p). A judgment, decree or order may still be
considered to be a Qualified Domestic Relations Order if it requires a distribution to an alternate
payee (or the segregation of accounts pending distribution to an alternate payee) before the
Participant is otherwise entitled to a distribution under the Plan.



     2.31. “Qualified Nonelective Contribution” means a contribution made in the discretion of the
Plan Sponsor which is designated by the Plan Sponsor as a Qualified Nonelective Contribution and
which falls within the definition of a “qualified nonelective contribution” under Regulation
section 1.401(k)-6.



     2.32. “QNEC Account” means an Account to which Qualified Nonelective Contributions are
allocated.



     2.33. “Regulation” means a regulation issued by the Department of Treasury, including any
final regulation, proposed regulation, temporary regulation, as well as any modification of any
such regulation contained in any notice, revenue procedure, or similar pronouncement issued by the
Internal Revenue Service.



     2.34. “Required Beginning Date” for a Participant shall be determined as follows:




     (a) For a Participant who is a 5 percent owner (as defined in Code section 416), the
Required Beginning Date is April 1 following the calendar year in which the Participant
attains age 701/2.




     (b) For a Participant who is not a 5 percent owner, the Required Beginning Date is
April 1 following the later of (A) the calendar year in which the Participant attains age
701/2 or (B) the calendar year in which the Participant incurs a severance from employment
from the Participating Employer.



     2.35. “Rollover Contribution” means a contribution made by a Participant which satisfies the
requirements for rollover contributions as set forth in the Plan.



     2.36. “Section” means a section of the Plan.



     2.37. “Trust” means the trust established under Section 4.12.



     2.38. “Trustee” means the person or persons who are at any time acting as trustee under the
Trust.



     2.39. “Valuation Date” means each day on which the New York Stock Exchange is open for
trading.



     2.40. “Year of Service for Vesting” means a Plan Year during which the Employee completes at
least 1,000 Hours of Service. The following special rules shall apply:



- 7 -









 






     (a) Unless otherwise provided in Schedule B, in the event the Plan Sponsor acquires a
business of another employer, through an acquisition either of assets or stock of such other
employer, an Employee who was employed by such other employer immediately prior to such
acquisition shall have his or her prior service with such other employer taken into account,
as if it were service with an Affiliated Employer.




     (b) A Leased Employee shall accrue Years of Service for vesting purposes and shall be
credited with such Years of Service for Vesting upon hire by a Participating Employer as a
common law employee.



- 8 -









 





ARTICLE 3. PARTICIPATION.




     3.1. Date of Participation.




     (a) Any individual who was a Participant on December 31, 2010 and is an Eligible
Employee on January 1, 2011 will, subject to Section 3.2, continue to be a Participant.




     (b) Any other individual will become a Participant on the Entry Date coinciding with or
next following the latest of:




	 	(i)	 	January 1, 2011;
	 
	 	(ii)	 	the date on which he or she becomes an Eligible Employee;
	 
	 	(iii)	 	the date on which he or she attains age 18; and
	 
	 	(iv)	 	the 30th day after the date he or she completes an Hour of Service;






provided that (1) he or she is an Eligible Employee on such Entry Date and (2) he or she has
in effect on such Entry Date a Compensation Reduction Authorization described in Section 4.2
which was submitted in the manner prescribed by the Committee. Unless otherwise provided by
the Committee, an Employee who has satisfied the requirements of (i), (ii), (iii) and (iv)
above, but who has failed to satisfy the requirements of (1) or (2) above, will become a
Participant on the first Entry Date coinciding with or next following the date on which the
requirements of both (1) and (2) are satisfied. Notwithstanding the foregoing, an Employee
who has satisfied the requirements of (ii), (iii) and (iv) above, but has not satisfied the
other requirements of this subsection (b), will become a Participant as of the date a
Discretionary Contribution is made to the Plan, if he or she is otherwise eligible to
receive an allocation pursuant to Section 4.4.




     (c) Unless otherwise provided in Schedule B, in the event the Plan Sponsor acquires a
business of another employer, through an acquisition of either assets or stock, an Employee
who was employed by such other employer immediately prior to such acquisition shall have his
or her prior service with such other employer taken into account, as if it were service with
an Affiliated Employer, for purposes of (b)(iv) above and Section 2.14(b).




     (d) An Employee who, immediately before becoming an Eligible Employee, has a
contribution agreement in effect with an Affiliated Employer under a separate plan described
in section 401(k) of the Code shall become a Participant on the payroll date coinciding with
or next following the date he or she becomes an Eligible Employee, provided that he or she
has a Compensation Reduction Authorization in effect on such payroll date.



- 9 -









 






     (e) Notwithstanding the foregoing, an Eligible Employee who first completes an Hour of
Service or, in the case of a rehired Employee, resumes employment with a Participating
Employer on or after January 1, 2007 and who would become a Participant in accordance with
subsection (b) but for the failure to enter into a Compensation Reduction Authorization will
become a Participant on the first Entry Date on which an automatic Compensation Reduction
Authorization is in effect with respect to such Eligible Employee pursuant to Section
4.2(b).



     3.2. Duration of Participation. An individual who has become a Participant under the
Plan will remain a Participant for as long as an Account is maintained under the Plan for his or
her benefit, or until his or her death, if earlier. Notwithstanding the preceding sentence and
unless otherwise expressly provided for under the Plan, no contributions shall be made with respect
to a Participant who is not an Eligible Employee. In the event a Participant remains an Employee
but ceases to be an Eligible Employee and becomes ineligible for contributions, such Employee will
again become eligible for contributions immediately upon returning to the class of Eligible
Employees. In the event an Employee who is not an Eligible Employee becomes an Eligible Employee,
such Employee will become a Participant on the first Entry Date on or after becoming an Eligible
Employee, if he or she has satisfied the requirements of Section 3.1. A Participant or former
Participant who is reemployed as an Eligible Employee shall again become eligible for contributions
on the first Entry Date on or after reemployment.



- 10 -









 





ARTICLE 4. CONTRIBUTIONS.




     4.1. Elective Contributions. On behalf of each Participant for whom there is in
effect, for any pay period, a Compensation Reduction Authorization described in Section 4.2 and who
is receiving Compensation from a Participating Employer during such pay period, such Participating
Employer will contribute to the Trust, as an Elective Contribution, an amount equal to the amount
by which such Compensation was reduced pursuant to the Compensation Reduction Authorization.
Elective Contributions for any pay period in a Plan Year may not be less than 1 percent of the
Participant’s Compensation for such pay period and the maximum amount of Elective Contributions for
any pay period shall be the least of:




     (a) 25 percent of the Participant’s Compensation for such pay period;




     (b) the maximum amount permitted under Article 14, if applicable; and




     (c) any further limit placed on Highly Compensated Employees by the Committee in its
discretion in anticipation of satisfying the actual deferral percentage or actual
contribution percentage limits described in Article 14 to the extent those limits are
applicable for the contributions made during the Plan Year.



     In addition, Participants who have attained age 50 before the close of a Plan Year shall be
eligible to have catch-up Elective Contributions made on their behalf for the Plan Year in
accordance with, and subject to, the limitations of Code section 414(v). Such catch-up Elective
Contributions shall not be taken into account for purposes of compliance by the Plan with the
required limitations of Code sections 402(g) and 415. Except to the extent described in Article 6
to calculate the Safe Harbor Matching Contributions described therein for Plan Years after December
31, 2010, the Participating Employers will not make Matching Contributions on account of catch-up
Elective Contributions. The Plan shall not be treated as failing to satisfy the provisions of the
Plan implementing the requirements of section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of
the Code, as applicable, by reason of the making of such catch-up Elective Contributions.



     4.2. Form and Manner of Affirmative and Automatic Elections.




     (a) A “Compensation Reduction Authorization” is an authorization from an Eligible
Employee to a Participating Employer which satisfies the requirements of this Section. A
Compensation Reduction Authorization may be either an “affirmative” or an “automatic”
Compensation Reduction Authorization. Each affirmative Compensation Reduction Authorization
shall be in a form prescribed or approved by the Committee, and may be entered into as of
any Entry Date upon such prior notice as the Committee may prescribe. A Compensation
Reduction Authorization may be changed by the Participant, with such prior notice as the
Committee may prescribe, as of the first day of any payroll period. A Compensation
Reduction Authorization shall be effective with respect to Compensation payable on and after
the applicable Entry Date. A Compensation Reduction Authorization may be revoked by the
Participant at any time upon such prior



- 11 -









 







notice as the Committee may prescribe. A Participant who revokes a Compensation
Reduction Authorization may enter into a new affirmative Compensation Reduction
Authorization only as of a subsequent Entry Date.




     (b) An Eligible Employee who first completes an Hour of Service or, in the case of a
rehired Employee, resumes employment with a Participating Employer on or after January 1,
2007 will be deemed to enter into an automatic Compensation Reduction Authorization pursuant
to which his or her Compensation will be automatically reduced by the amount described in
(c) below, beginning on the Entry Date determined by the Committee, and the amount of such
reduction will be contributed to the Trust as a pre-tax Elective Contribution under Section
4.1, subject to the following terms and conditions:




     (i) An Eligible Employee whose Compensation has been automatically reduced
under this Section 4.2(b) may elect at any time either to (1) cancel such automatic
Compensation Reduction Authorization, thereby ceasing Elective Contributions to the
Plan on his or her behalf, or (2) replace such automatic Compensation Reduction
Authorization with an affirmative Compensation Reduction Authorization, thereby
changing the amount of Elective Contributions to the Plan on his or her behalf or
switching such Elective Contributions to Roth Elective Deferrals made pursuant to
Article 5. Any election under this Section 4.2(b)(i) shall be in a form or manner
prescribed or approved by the Committee and shall be effective with respect to
Compensation payable on and after the date of such election, subject to such notice
as the Committee may prescribe or require.




     (ii) Prior to the Entry Date on which an automatic Compensation Reduction
Authorization takes effect with respect to an Eligible Employee, the Eligible
Employee will receive a notice explaining his or her right to elect to terminate or
change the amount of his or her Elective Contributions to the Plan and how such
Elective Contributions will be invested in the absence of any investment election by
the Eligible Employee. An Eligible Employee will have a reasonable period of time
after receipt of such notice to cancel the automatic Compensation Reduction
Authorization or replace it with an affirmative Compensation Reduction
Authorization, and to make an affirmative investment election, before the automatic
Compensation Reduction Authorization takes effect. Such notice or a similar notice
will be provided to such Eligible Employee within a reasonable period of time before
each Plan Year thereafter for so long as an automatic Compensation Reduction
Authorization remains in effect with respect to such Eligible Employee under this
Section 4.2(b).



- 12 -









 






     (c) The amount of the reduction in an Eligible Employee’s Compensation under an
automatic Compensation Reduction Authorization pursuant to Section 4.2(b) shall be as
follows:



	 	 	 

	First Plan Year in which the automatic
Compensation Reduction Authorization is in effect:

	 	2% of Compensation
	Second Plan Year in which the automatic Compensation
Reduction Authorization is in effect:

	 	3% of Compensation
	Third Plan Year in which the automatic Compensation
Reduction Authorization is in effect:

	 	4% of Compensation
	Fourth Plan Year in which the automatic Compensation
Reduction Authorization is in effect:

	 	5% of Compensation
	Fifth Plan Year and future Plan Years in which the
automatic Compensation Reduction Authorization is in
effect:

	 	6% of Compensation





In the event that a Participant who has terminated employment with a Participating
Employer and subsequently resumes employment as an Eligible Employee with a Participating
Employer, for purposes of this Section 4.2(c), the amount of that Employee’s automatic
Compensation Reduction Authorization shall be determined according to the above amount for
the First Plan Year, and each subsequent Plan Year after his or her rehire, without regard
to his or her previous employment with an Affiliated Employer and without regard to his or
her previous participation in the Plan.




     4.3. Matching Contributions. For Plan Years after December 31, 2010, the Matching
Contributions shall consist of the Safe Harbor Matching Contributions described in Article 6.



     4.4. Discretionary Contributions. For each Plan Year, the Participating Employers
shall contribute to the Plan such other amounts, if any, as the Board of Directors, in its sole
discretion, may determine. Any such Discretionary Contribution for a Plan Year shall be made in
cash or, if the Board of Directors so directs, in Company Stock, and shall be allocated among and
credited to the Accounts of each individual who:




     (a) is a Participant who was an Eligible Employee on the last day of that Plan Year and
completed at least 1000 Hours of Service during that Plan Year; or




     (b) is a Participant who has ceased to be an Eligible Employee during that Plan Year by
reason of death or severance from employment after attaining age 62 or on account of
Disability,


in proportion to the relative amount of his or her Compensation for such Plan Year to the total
Compensation of all the Participants who are eligible to receive an allocation of the Discretionary
Contribution.







- 13 -









 








     4.5. Qualified Nonelective Contributions. To the extent necessary to satisfy the Code
section 401(k)(3) limits with respect to Elective Contributions or the Code section 401(m) limits
with respect to Matching Contributions, the Plan Sponsor, in its discretion, may determine whether
a Qualified Nonelective Contribution shall be made to the Trust for a Plan Year and, if so, the
amount to be contributed by such Participating Employer. If the Plan Sponsor determines that a
Qualified Nonelective Contribution shall be made, each Participating Employer shall contribute its
designated portion. Qualified Nonelective Contributions shall be fully vested and subject to the
same distribution rules as Elective Contributions as of the time such Qualified Nonelective
Contributions are made to the Plan.



     4.6. Rollover Contributions. An Eligible Employee (whether or not a Participant) may
make a Rollover Contribution to the Plan upon demonstration to the Committee that the contribution
is eligible for transfer to the Plan pursuant to the rollover provisions of the Code.



     4.7. Employee Contributions. For Plan Years prior to January 1, 2011, a Participant
could elect to make after-tax Employee Contributions under the Plan in the form and manner
prescribed or approved by the Committee. Employee Contributions for any pay period in such a Plan
Year could be no less than 1 percent nor greater than 10 percent of the Participant’s Compensation
for such period.



     4.8. Crediting of Contributions. Each type of contribution for a Plan Year shall be
allocated among and credited to the respective Accounts of Participants eligible to share in the
contributions as of the Valuation Date next following the date the contributions are received by
the Trustee.



     4.9. Time for Making Contributions. Elective Contributions will be paid in cash to
the Trust as soon as such contributions can reasonably be segregated from the general assets of the
Participating Employer, but in any event no later than the time set forth in Department of Labor
Regulations section 2510.3-102.



     4.10. Certain Limits Apply. All contributions to the Plan are subject to the
applicable limits set forth under Code sections 401(k), 402(g), 401(m), 404, and 415, as further
described elsewhere in the Plan. In addition, certain minimum allocations may be required under
Code section 416, as also further described elsewhere in the Plan.



     4.11. Return of Contributions. If any contribution by a Participating Employer to the
Trust is (a) made by reason of a mistake of fact, or (b) believed by the Participating Employer in
good faith to be deductible under Code section 404, but the deduction is disallowed, the Trustee
shall, upon request by the Participating Employer, return to the Participating Employer the excess
of the amount contributed over the amount, if any, that would have been contributed had there not
occurred a mistake of fact or a mistake in determining the deduction. Such excess shall be reduced
by the losses of the Trust attributable thereto, if and to the extent such losses exceed the gains
and income attributable thereto. In no event shall the return of a contribution hereunder cause
any Participant’s Accounts to be reduced to less than they would have been had the mistaken or
nondeductible amount not been contributed. No return of a contribution hereunder shall be made
more than one year after the mistaken payment of the contribution, or disallowance of the
deduction, as the case may be.



- 14 -









 





     4.12. Establishment of Trust. The Plan Sponsor established and maintains a Trust to
accept and hold contributions made under the Plan. The Trust is governed by an agreement between
the Plan Sponsor and the Trustee, the terms of which shall be consistent with the Plan’s provisions
and intended qualification under Code sections 401(a) and 501(a).




- 15 -











 





ARTICLE 5. ROTH ELECTIVE DEFERRALS.





5.1. General Application.




     (a) As of January 1, 2007, the Plan will accept Roth Elective Deferrals made on
behalf of Participants. A Participant’s Roth Elective Deferrals will be allocated to a
separate account maintained for such deferrals as described in Section 5.2.




     (b) Unless specifically stated otherwise, Roth Elective Deferrals will be treated
as Elective Contributions for all purposes under the Plan.




5.2. Separate Accounting.




     (a) Contributions and withdrawals of Roth Elective Deferrals will be credited and
debited to the Roth Elective Deferral Account maintained for each Participant.




     (b) The Plan will maintain a record of the amount of Roth Elective Deferrals in
each Participant’s Account.




     (c) Gains, losses, and other credits or charges must be separately allocated on a
reasonable and consistent basis to each Participant’s Roth Elective Deferral Account and the
Participant’s other Accounts under the Plan.




     (d) No contributions other than Roth Elective Deferrals and properly attributable
earnings will be credited to each Participant’s Roth Elective Deferral Account.




5.3. Direct Rollovers.




     (a) Notwithstanding Section 11.6, a direct rollover of a distribution from a Roth
Elective Deferral Account under the Plan will only be made to another Roth elective deferral
account under an applicable retirement plan described in section 402A(e)(1) of the Code or
to a Roth IRA described in section 408A of the Code, and only to the extent the rollover is
permitted under the rules of section 402(c) of the Code.




     (b) Notwithstanding Section 4.6, the Plan will accept a Rollover Contribution to a
Roth Elective Deferral Account only if it is a direct rollover from another Roth elective
deferral account under an applicable retirement plan described in section 402A(e)(1) of the
Code and only to the extent the rollover is permitted under the rules of section 402(c) of
the Code.




     (c) Eligible rollover distributions from a Participant’s Roth elective deferral
account under another an applicable retirement plan will not be taken into account in
determining whether the total amount of the Participant’s account balances under the Plan
exceeds $1,000 for purposes of mandatory distributions from the Plan described in Section
11.2.



- 16 -









 





     5.4. Correction of Excess Contributions. In the case of a distribution of excess
contributions under Section 14.4, a Highly Compensated Employee may not designate the extent to
which the excess amount is composed of pre-tax elective deferrals and Roth Elective Deferrals.




5.5. Definition.




     (a) Roth Elective Deferrals. A “Roth Elective Deferral” is an Elective
Contribution that is:




     (i) Designated irrevocably by the Participant at the time of the
affirmative Compensation Reduction Authorization as a Roth Elective Deferral that is
being made in lieu of all or a portion of the pre-tax Elective Contributions the
Participant is otherwise eligible to make under the Plan; and




     (ii) Treated by the Participating Employer as includable in the
Participant’s taxable income at the time the Participant would have received that
amount in cash if the Participant had not entered into a Compensation Reduction
Authorization.




     (b) Roth Elective Deferral Account. A “Roth Elective Deferral Account”
means an Account to which a Participant’s Roth Elective Deferrals are allocated.



- 17 -









 





ARTICLE 6. SAFE HARBOR MATCHING CONTRIBUTIONS.





6.1. Rules of Application.




     (a) This Article shall apply for Plan Years after December 31, 2010. For each Plan
Year thereafter, the ADP and ACP testing provisions in Sections 14.4 and 14.5 shall not
apply, except to the extent described in any subsequent Plan amendment.




     (b) To the extent that any provision of the Plan is inconsistent with the
provisions of this Article, the provisions of this Article shall apply.




6.2. Definitions.




     (a) “Compensation” is defined according to the provisions of Section 2.8 for the
purpose of determining the amount of a Participant’s Safe Harbor Matching Contribution under
this Article. For purposes of this Article, no dollar limit, other than that imposed by
Code section 401(a)(17), shall limit the Compensation of a Nonhighly Compensated Employee.




     (b) “Elective Contribution,” for a Plan year after December 31, 2010, is an
Elective Contribution, as described in Section 4.1, intended to satisfy the ADP testing
requirements described in Code section 401(k)(12) and which shall satisfy the requirements
of the ADP testing safe harbor without regard to permitted disparity under Code section
401(l).




     (c) “Eligible Employee,” for purposes of this Article, means an Employee eligible
to make Elective Contributions under the Plan for any part of the Plan Year or who would be
eligible to make Elective Contributions notwithstanding any suspension due to the
Participant’s receipt of a hardship distribution described in Section 9.1 of the Plan or any
applicable statutory limitations, such as Code sections 402(g) and 415.




     (d) “Safe Harbor Matching Contribution” means the matching contribution described
in Section 6.3 that is intended to satisfy the ACP testing requirements described in Code
section 401(m)(11).




     (e) “Safe Harbor Matching Contribution Account” means the Account to which Safe
Harbor Matching Contributions will be allocated.




6.3. Safe Harbor Matching Contributions. On a bi-weekly, payroll
period basis, each Participating Employer will make a Safe Harbor Matching Contribution to
the Trust for the benefit of each Participant on whose behalf it made Elective Contributions
for the period.




     (b) The Participating Employer will make a Safe Harbor Matching Contribution for
that period to the Participant’s Matching Contribution Account, based upon the enhanced
matching contribution formula, which shall be equal to (i) 200% of the Elective
Contributions made on behalf of the Participant for the period which do not



- 18 -









 






exceed 2% of the Participant’s Compensation for the period, plus (ii) 50% of the
Elective Contributions made on behalf of the Participant for the period which exceed 2% but
do not exceed 6% of the Participant’s Compensation for the period.




     (c) For purposes of this Section, the catch-up Elective Contributions described in
Section 4.1 shall be taken into account to determine the amount of each Participant’s Safe
Harbor Matching Contributions.




6.4. Notice and Elections.




     (a) Between 30 and 90 days prior to each Plan Year in which Participants will
receive Safe Harbor Matching Contributions, a Participating Employer will provide each
Eligible Employee a notice describing his or her rights and obligations under the Plan (the
“Safe Harbor Notice”).




     (b) If an Employee first becomes eligible to participate in the Plan and his or her
automatic Compensation Reduction Authorization will become effective after the beginning of
the Plan Year, the Participating Employer will provide a Safe Harbor Notice to that Eligible
Employee within a reasonable period of time before his or her Entry Date, but no earlier
than 90 days prior to that date.




     (c) As provided in Section 4.2, a Participant may modify the amount of his or her
Elective Contributions as of the first day of any payroll period, including those within the
30-day period following his or her receipt of the safe harbor notice.



     6.5. Vesting of Safe Harbor Matching Contributions. The Participant’s accrued benefit
derived from the Safe Harbor Matching Contributions described in this Article is nonforfeitable and
may not be distributed earlier than upon his or her severance of employment, death, disability,
attainment of age 59 1/2 or the termination of the Plan according to Code section 401(k)(10).



- 19 -









 





ARTICLE 7. PARTICIPANT ACCOUNTS.




     7.1. Accounts. The Committee will establish and maintain (or cause the Trustee to
establish and maintain) for each Participant, such Accounts as are necessary to carry out the
purposes of this Plan.



     7.2. Adjustment of Accounts. As of each Valuation Date, each Account will be
adjusted to reflect the fair market value of the assets allocated to the Account. In so doing:




     (a) each Account balance will be increased by the amount of contributions, income
and gain allocable to such Account since the prior Valuation Date; and




     (b) each Account balance will be decreased by the amount of distributions from the
Account and expenses and losses allocable to the Account since the prior Valuation Date.


Income, expense, gain or loss which is generated by a particular investment within the Trust shall
be allocated among the Accounts invested in that investment in proportion to the balances of such
Accounts as of the immediately preceding Valuation Date. Any expenses relating to a specific
Account or Accounts, including without limitation commissions or sales charges with respect to an
investment in which the Account participates, but excluding costs relating to the processing of
Qualified Domestic Relations Orders, may be charged solely to the particular Account or Accounts.




     7.3. Investment of Accounts.




     (a) A Participant’s Accounts shall be invested by the Trustee as the Participant
directs from among such investment options as the Plan Sponsor may make available from time
to time in accordance with the investment policy established by the Committee. The
Committee shall prescribe the manner in which such directions may be made or changed, the
dates as of which they shall be effective, and the allocation of Accounts with respect to
which no directions are submitted. Any other assets of the Trust not specified above in
this Section shall be invested by the Trustee in the sole discretion of the Trustee and in
accordance with its fiduciary duties under ERISA; provided, that if an investment manager or
other named fiduciary has been appointed with respect to all or a portion of such assets,
the Trustee shall invest such portion as the investment manager or other named fiduciary
directs. Notwithstanding the foregoing, all investments under the Plan are subject to the
rules and limitations contained in the prospectus or other documents that describe the
investment.




     (b) The Plan shall include a Company Stock investment option. To the extent such
Company Stock has voting rights, or in the event of any tender or exchange offer by any
person for such Company Stock, Participants invested in such Company Stock fund may direct
the Trustee as to the voting and tender of such Company Stock in accordance with procedures
established by the Committee. The Committee may also provide for the temporary suspension
of the right of Participants subject to Section 16 of the Securities Exchange Act of 1934 to
invest further amounts in, or to redirect the investment of any



- 20 -









 






amounts out of, the Company Stock fund. The Committee may also establish from time to
time a maximum percentage of any Participant’s Accounts which may be invested in the Company
Stock fund. Any restrictions or conditions with respect to the investment of employer
securities under the Plan shall be imposed and administered in a manner consistent with
section 401(a)(35)(D)(ii)(II) of the Code, IRS Notice 2006-107, and other guidance
thereunder.




     (c) In connection with the acquisition of Schneider (USA) Inc. and Corvita
Corporation, the Company established an investment fund to hold shares of Pfizer Inc. common
stock transferred from the Pfizer Savings and Investment Plan. No contributions under this
Plan may be invested in the Pfizer stock fund, and dividends and interest payable on the
assets of the Pfizer stock fund allocated to the Accounts of a Participant will be invested
according to such Participant’s current investment election for contributions under the
Plan. A Participant may direct that amounts held in the Pfizer stock fund on his or her
behalf be transferred to one or more other investment funds made available by the Committee
from time to time, and any amounts so transferred shall not be reallocated to the Pfizer
stock fund.



     7.4. Appointment of Investment Manager or Named Fiduciary. The Plan Sponsor may
appoint in writing one or more investment managers or other “named fiduciaries” (within the meaning
of ERISA section 402(a)(2)) to manage the investment of all or designated portions of the assets
held in the Trust. The appointment shall be effective upon acknowledgment in writing by the
investment manager or other named fiduciary that it is a fiduciary with respect to the Plan. An
investment manager must be (a) registered as an investment adviser under the Investment Advisers
Act of 1940, (b) a bank as defined in that Act, or (c) an insurance company qualified under the
laws of more than one state to manage, acquire or dispose of any assets of the Plan.



     7.5. Section 404(c) Compliance. The Plan is intended to be an “ERISA section
404(c) plan” as described in section 404(c) of ERISA and title 29 of the Code of Federal
Regulations section 2550.404c-1, and shall be administered and interpreted in a manner consistent
with that intent. The investment direction requirements of Department of Labor regulation section
2550.404c-1(b)(2)(i)(B)(1)(iv) and (b)(2)(i)(A) and the requirements relating to the investment
alternatives under the Plan are intended to be satisfied by Section 7.3 above, in each case taking
into account related communications to Participants and beneficiaries under the summary plan
description for the Plan and other communications. For purposes of ERISA section 404(c), the
“identified plan fiduciary” obligated to comply with Participant and Beneficiary investment
instructions (except as provided in such section and regulations thereunder), the identified plan
fiduciary obligated to provide Participants and Beneficiaries with the materials set forth in
Department of Labor regulations section 2550.404c-1(b)(2)(i)(B) and the identified plan fiduciary
obligated to comply with the confidentiality requirements and procedures under Department of Labor
regulations section 2550.404c-1(d)(2)(ii)(E)(4)(viii) relating to employer securities shall be the
Committee. The Committee may decline to implement Participant and Beneficiary investment
instructions which would result in a prohibited transaction described in ERISA section 406 or
section 4975 of the Code or which would generate income that would be taxable to the Plan.



- 21 -









 





     7.6. Transfers From Other Plans.




     (a) Unless otherwise provided herein, in the event that another plan is merged into
the Plan, or accounts are otherwise transferred to the Plan from another plan, the assets
transferred to the Plan shall be allocated as follows:




     (i) Assets attributable to an individual’s elective contributions and
qualified nonelective contributions (if any) shall be allocated to an Elective
Contribution Account for his or her benefit under the Plan;




     (ii) Assets attributable to matching employer contributions (if any), shall
be allocated to a Matching Contribution Account for his or her benefit under the
Plan;




     (iii) Assets attributable to other employer contributions (if any), shall
be allocated to a Discretionary Contribution Account for his or her benefit under
the Plan; and




     (iv) Assets attributable to an individual’s after-tax contributions (if
any) shall be allocated to an after-tax contribution account for his or her benefit
under the Plan.




     The assets transferred may be separately accounted for in sub-accounts under the Plan
as determined to be necessary by the Committee in order to administer the provisions of
Articles 8, 9, 10 and 11. Unless otherwise provided in Schedule B or in an acquisition
agreement between a Participating Employer and the employer maintaining such transferor
plan, all assets transferred under this Section shall be invested in accordance with
investment directions by the Participant under Section 7.3 above or, absent such directions,
in a fund designated by the Committee.




     (b) Any individual for whom accounts have been transferred under this Section and
who has not become a Participant under Section 3.1, or pursuant to such other special
eligibility rules provided in Schedule B, shall be treated as a Participant for purposes of
Articles 7, 8, 11, 12, 13 and 16 and, so long as he or she is an Employee, Articles 9 and
10. Such an individual shall become a Participant for all purposes of the Plan to the
extent such individual satisfies the requirements of Section 3.1 or any other special
eligibility rules provided in Schedule B which apply to such individual.



- 22 -









 





ARTICLE 8. VESTING OF ACCOUNTS.




     8.1. Immediate Vesting of Certain Accounts. A Participant shall at all times have
a vested interest in 100% of the following accounts, as applicable: Elective Contribution Account,
Employee Contribution Account, QNEC Account, Matching Contribution Account, his or her Rollover
Account, and other accounts that the Committee may establish, unless explicitly provided otherwise
herein.



     8.2. Deferred Vesting of Discretionary Contribution Accounts.




     (a) A Participant who on December 31, 1992 had at least three Years of Service for
purposes of calculating vesting, shall have a vested interest in 100% of his or her
Discretionary Contribution Account, if any.




     (b) A Participant not described in (a) above, shall have a vested interest in a
percentage of his or her Discretionary Contribution Account, if any, determined in
accordance with the following schedule and based on his or her Years of Service for Vesting:



	 	 	 	 	 
	Years of Service	 	Applicable
	for Vesting	 	Nonforfeitable Percentage
	less than 1

	 	 	0	%
	1 but less than 2

	 	 	20	%
	2 but less than 3

	 	 	40	%
	3 but less than 4

	 	 	60	%
	4 but less than 5

	 	 	80	%
	5 or more           

	 	 	100	%






     8.3. Special Vesting Rules. Notwithstanding any provision of the Plan to the
contrary, a Participant will have a vested interest in 100% of the Accounts maintained for his or
her benefit upon the happening of any one of the following events:




     (a) the Participant’s attainment of age 62 while an Employee;




     (b) the Participant’s severance from employment on account of Disability;




     (c) the Participant’s death while an Employee and, effective January 1, 2007 for
this purpose, a Participant who dies while performing “qualified military service” (as
defined in Code section 414(u)) will be treated as having resumed his employment with the
Participating Employer immediately prior to the date of his death;




     (d) the termination of the Plan or the complete discontinuance of Contributions
under the Plan; or




     (e) the partial termination of the Plan with respect to the Participant.



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     8.4. Changes in Vesting Schedule. If the Plan’s vesting schedule is amended, or
the Plan is amended in any way that directly or indirectly affects the computation of a
Participant’s vested percentage (or if the Plan changes to or from a top-heavy vesting schedule),
each Participant who has completed 3 years of Vesting Service may elect, within the period
described below, to have his or her vested percentage determined without regard to such amendment
or change. The period referred to in the preceding sentence will begin on the date the amendment
of the vesting schedule is adopted and will end 60 days after the latest of the following dates:




     (a) the date on which such amendment is adopted;




     (b) the date on which such amendment becomes effective; and




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



     8.5. Forfeitures.




     (a) In general. Any portion of a Participant’s Account in which he or she
is not vested upon severance from employment for any reason will be forfeited as of the
earlier of:




     (i) the expiration of 5 consecutive Plan Years during each of which the
Participant does not complete 501 Hours of Service, or




     (ii) the distribution of the vested portion of the Account if such
distribution is made as a result of the Participant’s severance from employment.




Any Participant who separates from the service of the Affiliated Employers prior to earning
a vested interest in any of his or her Accounts shall be deemed to have received a complete
distribution of his or her vested interest on the day he or she separates from service.




     (b) Certain Restorations. Notwithstanding the preceding paragraph, if a
Participant forfeits any portion of an Account as a result of the complete distribution of
the vested portion of the Account but thereafter returns to the employ of an Affiliated
Employer, the amount forfeited will be recredited to the Participant’s Account if he or she
repays to the Plan the entire amount distributed, without interest, prior to the earlier of
(i) the close of the fifth consecutive Plan Year in each of which the Participant does not
complete at least 501 Hours of Service or (ii) the fifth anniversary of the date on which
the Participant is reemployed. In the case of a Participant who had earlier separated from
service prior to earning a vested interest in any of his or her Accounts and was deemed to
have received a distribution of such vested interest, the amount forfeited will be restored
upon the Participant’s reemployment prior to the close of the fifth consecutive Plan Year in
each of which the Participant does not complete at least 501 Hours of Service. A
Participant’s vested percentage in the amount recredited under this paragraph will
thereafter be determined under the terms of the Plan as if no forfeiture had occurred. The
money required to effect the restoration of a Participant’s Account shall come from other
Accounts forfeited during the Plan Year of restoration, and to the extent



- 24 -









 






such funds are inadequate, from a special contribution by the Participant’s
Participating Employer.




     (c) If a Participant forfeits any part of his or her Accounts under paragraph (a)
above, the amount of the forfeiture will be applied, first, toward the restoration of any
amount previously forfeited, as required under paragraph (a) above, and then, toward either
(i) the payment of reasonable expenses of administering the Plan, or (ii) any Matching
Contributions under Section 4.3 or any Safe Harbor Matching Contributions under Section 6.3,
which are required to be made to the Plan, as determined by the Committee.



     8.6. Vesting of Accounts Transferred From Other Plans. In the event that another
plan is merged into the Plan, or accounts are otherwise transferred to the Plan from another plan,
the portion of each Account under this Plan that is attributable to a vested and nonforfeitable
account, or portion of an account, under the transferor plan shall remain vested and nonforfeitable
under this Plan. The remaining portion of each Account under this Plan that is attributable to a
transferor plan account shall vest in accordance with Section 8.2, unless otherwise provided in
Schedule B.



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ARTICLE 9. WITHDRAWALS PRIOR TO SEVERANCE FROM EMPLOYMENT.




     9.1. Hardship Withdrawals.




     (a) Immediate and heavy financial need. A Participant may make a
withdrawal from his or her Elective Contribution Account (but not any portion of the
Participant’s qualified nonelective contributions) in the event of an immediate and heavy
financial need arising from:




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




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




     (iii) payment of tuition, related educational fees, and room and board
expenses, for up to the next 12 months of post-secondary education for the
Participant, or the Participant’s spouse, children, or dependents (as defined in
Code section 152, but without regard to Code section 152(b)(1), (b)(2) and
(d)(1)(B));




     (iv) payment of tuition, related educational fees, and room and board
expenses, for up to the next 12 months of post-secondary education for the
Participant, or the Participant’s spouse, children, or dependents (as defined in
Code section 152, but without regard to Code section 152(b)(1), (b)(2) and
(d)(1)(B));




     (v) payments for burial or funeral expenses for the Participant’s deceased
parent, spouse, children or dependents (as defined in Code section 152, but without
regard to Code section 152(d)(1)(B));




     (vi) expenses for the repair of damage to the Participant’s principal
residence that would qualify for the casualty deduction under Code section 165
(determined without regard to whether the loss exceeds 10% of adjusted gross
income); or




     (vii) any other need identified by the Commissioner of Revenue as a
“financial hardship” for purposes of section 401(k) plans through the publication of
revenue rulings, notices and other guidance of general applicability.




The Committee’s determination of whether there is an immediate and heavy financial need, as
defined above, shall be made solely on the basis of written evidence furnished by the
Participant. Such evidence must also indicate the amount of such need. A Participant may
request no more than one withdrawal under this Section in any single Plan Year.



- 26 -









 






     (b) Distribution of amount necessary to meet need. As soon as practicable
after the Committee’s determination that an immediate and heavy financial need exists with
respect to the Participant, that the Participant has obtained all other distributions (other
than hardship distributions) and all nontaxable loans currently available under the Plan and
all other plans maintained by the Affiliated Employers, and that no other resources are
reasonably available to the Participant to satisfy the need, the Committee will direct the
Trustee to pay to the Participant the amount necessary to meet the need created by the
hardship (but not in excess of the value of the Participant’s Elective Contribution Account,
determined as of the Valuation Date that authorized distribution directions are received by
the Trustee). The amount necessary to meet the need may include any amounts necessary to
pay any federal, state, or local income taxes or penalties reasonably anticipated to result
from the distribution. Distribution will be made solely from the Participant’s Elective
Contribution Account, and shall not include any portion of the Account that is attributable
to income earned after December 31, 1988.




     (c) Effect of hardship distribution. If a Participant receives a hardship
distribution pursuant to this Section, then any Elective Contribution election or any other
cash-or-deferred or employee contribution election in effect with respect to the Participant
under the Plan or any other plan maintained by an Affiliated Employer shall be suspended for
the 6-month period beginning with the date the Participant receives the distribution.



     9.2. Withdrawals After Age 591/2. A Participant who is an Employee and has attained
age 591/2 may make a withdrawal from any one or more of his or her Accounts for any reason, upon such
prior notice as the Committee may prescribe. Any such withdrawal shall be in the amount specified
by the Participant, up to the vested value of the particular Account determined as of the Valuation
Date that the Participant’s authorized distribution directions are received by the Trustee.
Payment to the Participant shall be made as soon as practicable after such Valuation Date.



     9.3. Withdrawal from Rollover Account. A Participant who is an Employee may make
a withdrawal from his or her Rollover Account for any reason, upon such prior notice as the
Committee may prescribe. Any such withdrawal shall be in the amount specified by the Participant,
up to the value of the Rollover Account determined as of the Valuation Date that authorized
distribution directions are received by the Trustee. Payment to the Participant shall be made as
soon as practicable after such Valuation Date.



     9.4. Withdrawal on Account of Disability. A Participant who is an Employee and
who has a Disability, may make a withdrawal from his or her Accounts upon such prior notice as the
Committee may prescribe. Any such withdrawal shall be in the amount specified by the Participant,
up to the vested value of his or her Accounts, determined as of the Valuation Date that the
Participant’s authorized distribution directions are received by the Trustee. Payment to the
Participant shall be made as soon as practicable after such Valuation Date.



     9.5. Withdrawal of Employee Contributions. A Participant who is an Employee may
make a withdrawal from his or her Employee Contribution Account for any reason upon such prior
notice and in accordance with such procedures as the Committee may prescribe. Any



- 27 -









 




such withdrawal shall be in the amount specified by the Participant in accordance with
procedures prescribed by the Committee, up to the value of the Participant’s Employee Contribution
Account, determined as of the Valuation Date that authorized distribution directions are received
by the Trustee. Payment to the Participant shall be made as soon as practicable after such
Valuation Date.




     9.6. Restrictions on Certain Distributions. In the case of a Participant who has
not yet reached Normal Retirement Age and whose vested portion of his or her Accounts is valued in
excess of $1,000, no distribution may be made to the Participant under this Article unless:




     (a) between the 30th and 180th day prior to the date distribution is to be made,
the Committee notifies the Participant in writing that he or she may defer distribution
until the Normal Retirement Age and provides the Participant with a written description of
the consequences of failing to defer such receipt and of the material features and (if
applicable) the relative values of the forms of distribution available under the Plan; and




     (b) the Participant consents to the distribution in writing after the information
described above has been provided to him or her.


Notwithstanding the foregoing, such distribution may commence less than 30 days after the required
notification described above is given, provided that (i) the Committee clearly informs the
Participant that the Participant has a right to a period of at least 30 days after receiving the
notice to consider whether or not to elect a distribution; and (ii) the Participant, after
receiving the notice, elects a distribution.



For purposes of this Section, a Participant’s vested portion of his or her Accounts will be
considered to be valued in excess of $1,000 if the value of the vested portion of his or her
Accounts exceeds such amount at the time of the distribution in question. For the avoidance of
doubt, nothing in this Section confers a substantive distribution right to any Participant;
therefore, a Participant must be eligible to receive a distribution pursuant to the other
provisions of this Article in order for this Section to apply.




     9.7. Limitation of Withdrawal Amount. In the event that there is allocated to a
Participant’s Account a promissory note with respect to a loan made from the Plan, the maximum
amount of cash that may be withdrawn from the Account prior to the Participant’s severance from
employment shall be determined without regard to the value of such note.



     9.8. Distributions Required by a Qualified Domestic Relations Order. To the
extent required by a Qualified Domestic Relations Order, the Committee shall make distributions
from a Participant’s Accounts to alternate payees named in such order in a manner consistent with
the distribution options otherwise available under the Plan, regardless of whether the Participant
is otherwise entitled to a distribution at such time under the Plan.




- 28 -









 





     9.9. Withdrawals by Certain Former Participants in Other Plans.



          (a) In addition to the rights to take withdrawals prior to severance from
employment as described above, in the case of a Participant for whom amounts have been
transferred under Section 7.6, the Participant shall be entitled to take withdrawals
hereunder in the circumstances in which withdrawals prior to severance from employment would
have been permitted under the transferor plan, as set forth in Schedule B.




          (b) In the case of a married Participant for whom amounts have been transferred
under Section 7.6 from another plan and who has at any time elected an annuity form of
payment under Section 11.7, no withdrawal may be made under this Article unless (i) his or
her spouse consents in writing to such withdrawal, such consent acknowledges the effect of
the withdrawal and is witnessed by a Plan representative or a notary public, and such
consent specifies the form of the withdrawal (i.e., a lump sum cash payment), or (ii) it is
established to the satisfaction of the Committee that the foregoing consent may not be
obtained because the spouse cannot be located, or because of such other circumstances as the
Secretary of the Treasury may prescribe.



- 29 -









 





ARTICLE 10. LOANS TO PARTICIPANTS.




     10.1. In General. Upon the written request of a Participant on a form acceptable
to the Committee, and subject to the conditions of this Article, the Committee shall direct the
Trustee to make a loan from the Trust to the Participant. For purposes of this Article,
“Participant” includes any Participant who is an Employee of a Participating Employer, and any
other Participant (or Beneficiary of a deceased Participant) who is a “party in interest” within
the meaning of ERISA section 3(14).



     10.2. Rules and Procedures. The Committee shall promulgate such rules and
procedures, not inconsistent with the express provisions of this Article, as it deems necessary to
carry out the purposes of this Article including, but not limited to, rules for charging loan fees
directly to a Participant’s Accounts. All such rules and procedures shall be deemed a part of the
Plan for purposes of the Department of Labor regulation section 2550.408b-1(d). Loans shall not be
made available to Participants who are Highly Compensated Employees in an amount (determined under
Department of Labor regulation section 2550.408b-1(b)) greater than the amount made available to
other Participants.



     10.3. Maximum Amount of Loan. The following limitations shall apply in
determining the amount of any loan to a Participant hereunder:




     (a) The amount of the loan, together with any other outstanding indebtedness of the
Participant under the Plan or any other qualified retirement plans of the Affiliated
Employers, shall not exceed $50,000 reduced by the excess of (i) the highest outstanding
loan balance of the Participant from such plans during the one-year period ending on the day
prior to the date on which the loan is made, over (ii) the Participant’s outstanding loan
balance from such plans immediately prior to the loan.




     (b) The amount of the loan shall not exceed 50% of the Participant’s vested
interest in his or her Accounts, determined as of the Valuation Date immediately preceding
the date of the loan.



     10.4. Note; Security; Interest. Each loan shall be evidenced by a written note
signed by the Participant and shall be secured by the Participant’s vested interest in his or her
Accounts, including in such security the note evidencing the loan. The loan shall bear interest at
a reasonable annual percentage interest rate to be determined by the Committee. The documents
evidencing a loan shall provide that payments shall be made not less frequently than quarterly and
over a specified term as determined by the Committee (but not to exceed five years; ten years if
the loan is being applied toward the purchase of a principal residence for the Participant); such
documents shall also require that the loan be amortized with level payments of principal and
interest.



     10.5. Note as Trust Asset. The note evidencing a loan to a Participant under this
Article shall be an asset of the Trust which is allocated to the Account of such Participant, and



- 30 -









 




shall for purposes of the Plan be deemed to have a value at any given time equal to the unpaid
principal balance of the note plus the amount of any accrued but unpaid interest.




     10.6. Rollover of Loans Upon Sale of Participating Employer. Notwithstanding
anything in the Plan to the contrary, the Committee shall have sole and complete discretion, in the
event of the disaffiliation with the Plan Sponsor of an Affiliated Employer, or the sale or
divestiture of a Participating Employer of a division, business unit or business location of such
Participating Employer, to permit in accordance with Regulation section 1.401(a)(31)-1, Q&A-16, the
direct rollover of a note evidencing a Participant loan to a qualified trust described in Code
section 401(a) or a qualified annuity plan described in Code section 403(a) that will accept such a
direct rollover of a loan note; provided, however, that any such direct rollover of a note
evidencing a Participant loan shall be subject to such rules, procedures and time limitations as
the Committee may establish.



     10.7. Nondiscrimination. Loans shall be made available under this Article to all
Participants on a reasonably equivalent basis, except that the Committee may make reasonable
distinctions based on creditworthiness.



     10.8. Spousal Consent to Loans to Certain Former Participants in Other Plans. In
the case of a married Participant for whom amounts have been transferred under Section 7.6 from a
transferor plan and who has at any time elected an annuity form of payment under Section 11.7 or
under the transferor plan, no loan shall be made unless (a) the Participant’s spouse consents in
writing to such loan and to the use of the Participant’s Accounts as security for the loan, and
such consent acknowledges the effect of the loan and the use of the Accounts as security, is
witnessed by a Plan representative or a notary public, and is provided no more than 180 days before
the date on which the loan is to be secured by the Accounts, or (b) it is established to the
satisfaction of the Committee that the foregoing consent may not be obtained because there is no
spouse, because the spouse cannot be located, or because of such other circumstances as the
Secretary of the Treasury may prescribe.



- 31 -









 





ARTICLE 11. BENEFITS UPON DEATH OR SEVERANCE FROM EMPLOYMENT




     11.1. Severance From Employment for Reasons Other Than Death. Following a
Participant’s severance from employment of an Affiliated Employer for any reason other than death,
the Participant will receive the vested portion of his or her Accounts in cash (or, if any portion
of the Participant’s vested Accounts is invested in the Company Stock fund, in shares of Company
Stock, based upon the Participant’s election of shares rather than cash).



     11.2. Time of Distributions. Distribution with respect to a Participant’s
severance from employment for any reason other than death will be made in accordance with this
Section.




     (a) If the Participant has attained Normal Retirement Age or the vested
portion of the Participant’s Accounts is valued at $1,000 or less, distribution of such
vested portion will be made in cash (or, if any portion of the Participant’s vested Accounts
is invested in the Company Stock fund, in shares of Company Stock, based upon the
Participant’s election of shares rather than cash) as soon as practicable after severance
from employment.




     (b) If the Participant has not yet attained Normal Retirement Age and the vested
portion of the Participant’s Accounts is valued in excess of $1,000 but less than or equal
to $5,000, the Participant may elect to receive distribution of the vested portion of his or
her Accounts in cash (or, if any portion of the Participant’s vested Accounts is invested in
the , based upon the Participant’s election of shares rather than cash) or to have such
amount distributed directly to an eligible retirement plan in accordance with Section 11.6.
In the event that the Participant fails to make such an election pursuant to the procedures
provided by the Committee, the Committee will distribute the vested portion of the
Participant’s Accounts in a direct rollover to an individual retirement plan designated by
the Committee.




     (c) If the Participant has not yet attained Normal Retirement Age and the vested
portion of the Participant’s Accounts is valued in excess of $5,000, distribution of such
vested portion may not be made under this paragraph unless




     (i) between the 30th and 180th day prior to the date distribution is to be
made, the Committee notifies the Participant in writing that he or she may defer
distribution until the Normal Retirement Age and provides the Participant with a
written description of the consequences of failing to defer such receipt; and




     (ii) the Participant consents to the distribution in writing after the
information described above has been provided to him or her, and files such consent
with the Committee.


Notwithstanding the foregoing, such distribution may commence less than 30 days after the required
notification described above is given, provided that (i) the Committee clearly informs the
Participant that the Participant has a right to a period of at least 30 days after receiving the






- 32 -









 







notice to consider whether or not to elect a distribution; and (ii) the Participant, after
receiving the notice, elects a distribution.



For purposes of this Section, the vested portion of a Participant’s Accounts will be considered to
be valued in excess of $1,000, if the value of the vested portion of such Accounts (excluding
Rollover Contributions and any earnings thereon) exceeds such amount at the time of the
distribution in question. Distribution under this Section in all events will be made no later than
the 60th day after the close of the Plan Year in which occurs the later of the Participant’s
severance from employment or the Participant’s attainment of the Normal Retirement Age.
Notwithstanding the foregoing, the Committee will periodically distribute the vested portion of
terminated Participants’ Accounts that no longer have a value in excess of $1,000, and will cause
the direct rollover to individual retirement plans of the vested portion of terminated
Participants’ Accounts that are valued in excess of $1,000 but less than or equal to $5,000.




     11.3. Amount of Distribution.




     (a) Single Sums. In the case of a distribution to be made in a single sum,
the amount of the distribution shall be determined as of the Valuation Date on which
authorized distribution directions are received by the Trustee.




     (b) Installments. To the extent allowed in Section 11.7, in the case of
distributions to be made in monthly, quarterly, semi-annual, or annual installments, the
aggregate installment amount for a particular calendar year (the “installment year”) shall
be determined by dividing




     (i) the value of the vested portion of the Participant’s Accounts as of the
last Valuation Date preceding the distribution date by




     (ii) the lesser of (A) the number of remaining installment years in the
installment period elected by the Participant as of the beginning of the installment
year and (B) the number of years in the applicable remaining life expectancy for the
installment year determined pursuant to regulations under Code section 401(a)(9).



     11.4. Distributions After a Participant’s Death.




     (a) Death Prior to Severance From Employment. If a Participant dies prior
to his or her severance from the service of the Participating Employers, the Participant’s
Beneficiary will receive the Participant’s Accounts in either of the following forms, as
elected by the Beneficiary on a form approved by the Committee:




     (i) in cash (or, if any portion of the Participant’s vested Accounts is
invested in the Company Stock fund, in shares of Company Stock, based upon the
Participant’s election of shares rather than cash) as soon as practicable following
the Participant’s death (but in no event later than December 31 of the calendar year
following the year of the Participant’s death); or



- 33 -









 






     (ii) to the extent allowed in Section 11.7, in monthly, quarterly,
semi-annual, or annual installments over a period certain not to exceed the life
expectancy of the Beneficiary, such installments to begin no later than December 31
of the calendar year following the year of the Participant’s death and to be made in
amounts determined in the same manner as under Section 11.3(b) above.




     (b) Death After Severance From Employment. If a Participant dies after
severance from employment but before the complete distribution of his or her Accounts has
been made, the Participant’s Beneficiary will receive the vested portion of the
Participant’s Accounts. Distribution will be made in cash (or, if any portion of the
Participant’s vested Accounts is invested in the Company Stock fund, in shares of Company
Stock, based upon the Participant’s election of shares rather than cash) as soon as
practicable following the Participant’s death (but no later than December 31 of the calendar
year following the year of the Participant’s death) provided, however, that if distribution
to the Participant had begun following his or her severance from employment in a form
elected by the Participant, distribution will continue to be made to the Beneficiary at
least as rapidly in such form unless the Beneficiary elects to receive the distribution in
cash (or, if any portion of the Participant’s vested Accounts is invested in the Company
Stock fund, in shares of Company Stock, based upon the Participant’s election of shares
rather than cash) as soon as practicable following the Participant’s death. Any such
election must be made on a form approved by the Committee and must be received by the
Committee within such period following the Participant’s death as the Committee may
prescribe.


Any distribution to a Beneficiary under this Section shall be determined as of the Valuation Date
that authorized distribution directions are received by the Trustee.




     11.5. Designation of Beneficiary. Subject to the provisions of this Section, a
Participant’s Beneficiary shall be the person or persons and entity or entities, if any, designated
by the Participant from time to time on a form or in the manner approved by the Committee. In the
absence of an effective beneficiary designation, the full amount payable upon the death of the
Participant shall be paid to his or her surviving spouse or, if none, to his or her estate. If any
Beneficiary survives the Participant but dies prior to receipt of his or her interest in the
Participant’s Account, such Beneficiary’s remaining interest shall be paid to the Beneficiary’s
estate (unless the Participant had effectively designated a successor or contingent Beneficiary for
the Beneficiary’s remaining interest). A nonspouse beneficiary designation by a Participant who is
married at the time of his or her death shall not be effective unless:




     (a) prior to the Participant’s death, the Participant’s surviving spouse consented
to and acknowledged the effect of the Participant’s designation of the specific non-spouse
Beneficiary (including any class of Beneficiaries or any contingent Beneficiaries) on a
written form approved by the Committee and witnessed by a notary public or a duly authorized
Plan representative; or




     (b) it is established to the satisfaction of the Committee that spousal consent may
not be obtained because there is no spouse, because the spouse has died (evidenced by a
certificate of death), because the spouse cannot be located (based on information



- 34 -









 






supplied by a government agency or independent investigator), or because of such other
circumstances as the Secretary of the Treasury may prescribe; or




     (c) the spouse had earlier executed a general consent form permitting the
Participant (i) to select from among certain specified beneficiaries without any requirement
of further consent by the spouse (and the Participant designates a Beneficiary from the
specified list), or (ii) to change his or her Beneficiary without any requirement of further
consent by the spouse. Any such general consent shall be on a form or in the manner
approved by the Committee that was witnessed by a notary public or a duly authorized Plan
representative and must acknowledge that the spouse has the right to limit consent to a
specific beneficiary and that the spouse voluntarily elects to relinquish such right.


In the event a spouse is legally incompetent to give consent, the spouse’s legal guardian, even if
the guardian is the Participant, may give consent on behalf of the spouse. Any consent and
acknowledgment by (or on behalf of) a spouse, or the establishment that the consent and
acknowledgment cannot be obtained, shall be effective only with respect to such spouse, but shall
be irrevocable once made. A Participant’s spouse will be determined for all purposes under the
Plan in accordance with federal law.




     11.6. Direct Rollovers of Eligible Distributions. Notwithstanding any provision
of the Plan to the contrary that may otherwise limit a distributee’s election under this Section, a
distributee may elect, at the time and in the manner prescribed by the Committee, to have any
portion of an eligible rollover distribution paid directly to an eligible retirement plan specified
by the distributee in a direct rollover. If an eligible rollover distribution is made to a Roth
IRA (as such term is defined in section 408A(b) of the Code), the distributee shall recognize
ordinary income in the amount of the eligible rollover distribution to the extent provided in
section 408A(d)(3)(A) of the Code. For purposes of this Section, the following terms have the
following meanings:




     (a) an “eligible rollover distribution” is any distribution of all or any portion
of the balance to the credit of the distributee, except that an eligible rollover
distribution does not include: any distribution that is one of a series of substantially
equal periodic payments (not less frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives of the distributee and the distributee’s
Beneficiary, or for a specified period of ten years or more; any distribution to the extent
such distribution is required under Code section 401(a)(9); any distribution that is made on
account of hardship; and the portion of any distribution that is not includable in gross
income (determined without regard to the exclusion for net unrealized appreciation with
respect to employer securities). Notwithstanding the foregoing, with respect to
distributions made after December 31, 2001, a portion of a distribution shall not fail to be
an eligible rollover distribution merely because the portion consists of after-tax Employee
Contributions which are not includable in gross income. However, such portion may be
transferred only to an individual retirement account or annuity described in section 408(a)
or (b) of the Code, or in a direct trustee-to-trustee transfer to a qualified trust
described in section 401(a) or 403(a) of the Code or an annuity contract described in
section 403(b) of the Code and such trust or contract agrees to account separately for
amounts so



- 35 -









 






transferred (and earnings thereon), including separately accounting for the portion of
such distribution which is includable in gross income and the portion of such distribution
which is not so includable.




     (b) with respect to a distributee, an “eligible retirement plan” is an individual
retirement account described in Code section 408(a), an individual retirement annuity
described in Code section 408(b), an annuity plan described in Code section 403(a), or a
qualified trust described in Code section 401(a). With respect to distributions made after
December 31, 2001, an “eligible retirement plan” shall also mean an annuity contract
described in section 403(b) of the Code and an eligible plan under section 457(b) of the
Code which is maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state and which agrees to account
separately for amounts transferred into such plan from this Plan. With respect to
distributions made after December 31, 2007, an “eligible retirement plan” shall also mean a
Roth IRA described in, and subject to the applicable requirements of, section 408A of the
Code.




     (c) a “distributee” includes an employee or former employee. In addition, the
employee’s or former employee’s surviving spouse and the employee’s or former employee’s
spouse or former spouse, who is an alternate payee under a Qualified Domestic Relations
Order, are distributees with regard to the interest of the spouse or former spouse.




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



     11.7. Protected Forms of Benefit. Notwithstanding any provision of this Plan to
the contrary, in the event that the Plan Sponsor directs the Trustee to accept Plan assets for the
benefit of Participants from another qualified retirement plan in connection with a merger or
acquisition, or the adoption of the Plan by a Participating Employer, the Account balance
attributable to such benefit shall be payable in the benefit form or forms so provided under the
predecessor plan to the extent required by Code section 411(d)(6) and Regulations promulgated
thereunder, or any successor Code provision (which forms of benefits shall be set forth on Schedule
B to this Plan and identified with the appropriate Participating Employer); provided
that, with respect to a Participant whose annuity starting date is on or after the date the
Trustee accepts such assets from such predecessor plan, a particular optional form of benefit shall
not be retained if the form or forms of payment available to the Participant under this Plan
includes payment in a single-sum distribution form that is otherwise identical (within the meaning
of Regulation section 1.411(d)-4, Q&A-2(e)(2)) to the optional form of benefit that was available
to the Participant under the predecessor plan.



     11.8. Distribution Restrictions for Elective Contributions. Notwithstanding
anything in the Plan to the contrary, a Participant’s Elective Contribution Account shall be
distributable only in accordance with Code section 401(k).



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     11.9. Minimum Distribution Requirements. This Section will apply for purposes of
determining required minimum distributions for calendar years beginning on or after January 1,
2003, and takes precedence over any other provisions of the Plan to the contrary.




     (a) Time and Manner of Distribution.




     (i) Required Beginning Date. The payment of benefits to the Participant
will commence no later than the Participant’s Required Beginning Date.




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




     (A) If the Participant’s surviving spouse is the Participant’s sole
designated Beneficiary, then distributions to the surviving spouse will
begin by December 31 of the calendar year immediately following the calendar
year in which the Participant died, or by December 31 of the calendar year
in which the Participant would have attained age 70 1/2, if later.




     (B) If the Participant’s surviving spouse is not the Participant’s
sole designated Beneficiary, then distributions to the designated
Beneficiary will begin by December 31 of the calendar year immediately
following the calendar year in which the Participant died.




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




     (D) If the Participant’s surviving spouse is the Participant’s sole
designated Beneficiary and the surviving spouse dies after the Participant
but before distributions to the surviving spouse begin, this Section
11.9(a)(ii), other than Section 11.9(a)(ii)(A), will apply as if the
surviving spouse were the Participant.




For purposes of this Section 11.9(a)(ii) and Section 11.9(c), unless Section
11.9(a)(ii)(D) applies, distributions are considered to begin on the Participant’s
Required Beginning Date. If Section 11.9(a)(ii)(D) applies, distributions are
considered to begin on the date distributions are required to begin to the surviving
spouse under Section 11.9(a)(ii)(A). If distributions under an annuity purchased
from an insurance company irrevocably commence to the Participant before the
Participant’s Required Beginning Date (or to the Participant’s surviving spouse
before the date distributions are required to begin to the surviving spouse under
Section 11.9(a)(ii)(A)), the date distributions are considered to begin is the date
distributions actually commence.



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     (iii) Forms of Distribution. Unless the Participant’s interest is
distributed in the form of an annuity purchased from an insurance company or in a
single sum on or before the Required Beginning Date, as of the first distribution
calendar year distributions will be made in accordance with Sections 11.9(b) and
(c). If the Participant’s interest is distributed in the form of an annuity
purchased from an insurance company, distributions thereunder will be made in
accordance with the requirements of section 401(a)(9) of the Code and the
Regulations.




     (b) Required Minimum Distributions During a Participant’s Lifetime.




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




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




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




     (ii) Lifetime Required Minimum Distributions Continue Through Year of
Participant’s Death. Required minimum distributions will be determined under this
Section 11.9(b) beginning with the first distribution calendar year and up to and
including the distribution calendar year that includes the Participant’s date of
death.




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




     (i) Death On or After Date Distributions Begin.




     (A) Participant Survived by Designated Beneficiary. If the
Participant dies on or after the date distributions begin and there is a
designated Beneficiary, the minimum amount that will be distributed for each
distribution calendar year after the year of the Participant’s death is the
quotient obtained by dividing the Participant’s account balance by the
longer of the remaining life expectancy of the Participant or the remaining
life expectancy of the Participant’s designated Beneficiary, determined as
follows:




     1. The Participant’s remaining life expectancy is calculated
using the age of the Participant in the year of death, reduced by one
for each subsequent year.



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     2. If the Participant’s surviving spouse is the
Participant’s sole designated Beneficiary, the remaining life
expectancy of the surviving spouse is calculated for each
distribution calendar year after the year of the Participant’s death
using the surviving spouse’s age as of the spouse’s birthday in that
year. For distribution calendar years after the year of the surviving
spouse’s death, the remaining life expectancy of the surviving spouse
is calculated using the age of the surviving spouse as of the
spouse’s birthday in the calendar year of the spouse’s death, reduced
by one for each subsequent calendar year.




     3. If the Participant’s surviving spouse is not the
Participant’s sole designated Beneficiary, the designated
Beneficiary’s remaining life expectancy is calculated using the age
of the Beneficiary in the year following the year of the
Participant’s death, reduced by one for each subsequent year.




     (B) No Designated Beneficiary. If the Participant dies on or after
the date distributions begin and there is no designated Beneficiary as of
September 30 of the year after the year of the Participant’s death, the
minimum amount that will be distributed for each distribution calendar year
after the year of the Participant’s death is the quotient obtained by
dividing the Participant’s account balance by the Participant’s remaining
life expectancy calculated using the age of the Participant in the year of
death, reduced by one for each subsequent year.




     (ii) Death Before Date Distributions Begin.




     (A) Participant Survived by Designated Beneficiary. If the
Participant dies before the date distributions begin and there is a
designated Beneficiary, the minimum amount that will be distributed for each
distribution calendar year after the year of the Participant’s death is the
quotient obtained by dividing the Participant’s account balance by the
remaining life expectancy of the Participant’s designated Beneficiary,
determined as provided in Section 11.9(c)(i).




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




     (C) Death of Surviving Spouse Before Distributions to Surviving
Spouse Are Required to Begin. If the Participant dies before the date
distributions begin, the Participant’s surviving spouse is the Participant’s
sole designated Beneficiary, and the surviving spouse dies



- 39 -









 






before distributions are required to begin to the surviving spouse
under Section 11.9(a)(ii)(A), this Section 11.9(c)(ii) will apply as if the
surviving spouse were the Participant.




     (D) Requirements of Treasury Regulations Incorporated. All
distributions required under this Section 11.9 will be determined and made
in accordance with the Regulations under section 401(a)(9) of the Code.




     (E) Definitions: For purposes of this Section 11.9, the following
definitions shall apply:




     1. Designated Beneficiary. The individual who is designated
as the Beneficiary under Section 2.3 of the Plan and is the
designated Beneficiary under section 401(a)(9) of the Code and
section 1.401(a)(9)-4 of the Regulations.




     2. Distribution calendar year. A calendar year for which a
minimum distribution is required. For distributions beginning before
the Participant’s death, the first distribution calendar year is the
calendar year immediately preceding the calendar year which contains
the Participant’s Required Beginning Date. For distributions
beginning after the Participant’s death, the first distribution
calendar year is the calendar year in which distributions are
required to begin under Section 11.9(a)(ii). The required minimum
distribution for the Participant’s first distribution calendar year
will be made on or before the Participant’s Required Beginning Date.
The required minimum distribution for other distribution calendar
years, including the required minimum distribution for the
distribution calendar year in which the Participant’s Required
Beginning Date occurs, will be made on or before December 31 of that
distribution calendar year.




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




     4. Participant’s account balance. The account balance as of
the last valuation date in the calendar year immediately preceding
the distribution calendar year (valuation calendar year) increased by
the amount of any contributions made and allocated or forfeitures
allocated to the account balance as of dates in the valuation
calendar year after the valuation date and decreased by distributions
made in the valuation calendar year after the valuation date. The
account balance for the valuation calendar year includes any amounts
rolled over or transferred to the plan either in the valuation
calendar year or in the distribution calendar year if distributed or
transferred in the valuation calendar year.



- 40-









 






     5. Required Beginning Date. The date specified in Section
2.34 of the Plan.



     11.10. Non-Spousal Rollovers. Notwithstanding anything in the Plan to the
contrary, an eligible rollover distribution (as defined in Section 11.6) to a Beneficiary who is
not the surviving spouse of a Participant may be directed in a direct trustee-to-trustee transfer
to an individual retirement account described in Code section 408(a) or an individual retirement
annuity described in Code section 408(b), in accordance with section 402(c)(11) of the Code.



     11.11. Special Distribution Rules for 2009. Notwithstanding Section 11.9 of the
Plan, a Participant or Beneficiary who would have been required to receive required minimum
distributions for 2009 (“2009 RMDs”), if not for the enactment of Code section 401(a)(9)(H), and
who would have satisfied that requirement by receiving distributions that are: (1) equal to the
2009 RMDs or (2) one or more payments in a series of substantially equal distributions (that
include the 2009 RMDs) made at least annually and expected to last for the life (or life
expectancy) of the Participant and the Participant’s designated Beneficiary, or for a period of at
least 10 years (“Extended 2009 RMDs), will receive those distributions for 2009. However,
Participants and Beneficiaries described in the preceding sentence will be given the opportunity to
elect not to receive the distributions described in the preceding sentence. In addition,
notwithstanding Section 11.6 of the Plan, and solely for purposes of applying the direct rollover
provisions of the Plan, 2009 RMDs and Extended 2009 RMDs will be treated as eligible rollover
distributions, notwithstanding any other provision of the Plan to the contrary.



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ARTICLE 12. ADMINISTRATION.




     12.1. Committee. The Plan will be administered by a committee of individuals
selected by the Board of Directors or its designee, to serve at its pleasure. The Committee will
be a “named fiduciary” for purposes of section 402(a)(1) of ERISA with authority to control and
manage the operation and administration of the Plan, and will be responsible for complying with all
of the reporting and disclosure requirements of Part 1 of Subtitle B of Title I of ERISA. The
Committee will not, however, have any authority over the investment of assets of the Trust in its
capacity as Committee.



     12.2. Powers of Committee. The Committee will have full discretionary power to
administer the Plan in all of its details, subject, however, to the requirements of ERISA. For
this purpose the Committee’s discretionary power will include, but will not be limited to, the
following authority:




     (a) to make and enforce such rules and regulations as it deems necessary or proper
for the efficient administration of the Plan or required to comply with applicable law;




     (b) to interpret the Plan;




     (c) to decide all questions concerning the Plan and the eligibility of any person
to participate in the Plan;




     (d) to compute the amounts to be distributed under the Plan, and to determine the
person or persons to whom such amounts will be distributed;




     (e) to authorize the payment of distributions;




     (f) to keep such records and submit such filings, elections, applications, returns
or other documents or forms as may be required under the Code and applicable Regulations, or
under other federal, state or local law and regulations;




     (g) to allocate and delegate its ministerial duties and responsibilities and to
appoint such agents, counsel, accountants and consultants as may be required or desired to
assist in administering the Plan; and




     (h) to allocate and delegate its fiduciary responsibilities in accordance with
ERISA section 405.



     12.3. Effect of Interpretation or Determination. Any interpretation of the Plan
or other determination with respect to the Plan by the Committee shall be final and conclusive on
all persons in the absence of clear and convincing evidence that the Committee acted arbitrarily
and capriciously.



- 42 -









 





     12.4. Reliance on Tables, etc.In administering the Plan, the Committee will be
entitled, to the extent permitted by law, to rely conclusively on all tables, valuations,
certificates, opinions and reports which are furnished by any accountant, trustee, counsel or other
expert who is employed or engaged by the Committee or by the Plan Sponsor on the Committee’s
behalf.



     12.5. Claims and Review Procedures. The Committee shall adopt procedures for the
filing and review of claims in accordance with ERISA section 503.



     12.6. Indemnification of Committee and Assistants. Each Participating Employer
agrees, jointly and severally, to indemnify and defend to the fullest extent of the law any
Employee or former Employee (a) who serves or has served as a Committee member, (b) who has been
appointed to assist the Committee in administering the Plan, or (c) to whom the Committee has
delegated any of its duties or responsibilities against any liabilities, damages, costs and
expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by the
Plan Sponsor) occasioned by any act or omission to act in connection with the Plan, if such act or
omission to act is in good faith and without gross negligence.



     12.7. Annual Report. The Committee shall submit annually to the Plan Sponsor a
report showing in reasonable summary form, the financial position of the Trust and giving a brief
account of the operations of the Plan for the past year, and such further information as the Plan
Sponsor may reasonably require.



     12.8. Expenses of Plan. The Committee may direct the Trustee to pay from the
Trust any or all expenses of administering the Plan, to the extent such expenses are reasonable.
The Committee will determine what constitutes a reasonable expense of administering the Plan, and
whether such expenses shall be paid from the Trust. Any such expenses not paid out of the Trust
shall be paid by the Company; provided, however, that to the extent permitted by ERISA, the
Committee may direct the Trustee to reimburse the Company out of the Trust for a reasonable expense
of administering the Plan which is paid by the Company prior to a determination with respect to
such expense.



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ARTICLE 13. AMENDMENT AND TERMINATION.




     13.1. Amendment. The Plan Sponsor reserves the power at any time or times to
amend the provisions of the Plan and Trust to any extent and in any manner that it may deem
advisable. Upon delivery to the Trustee and each Participating Employer of an amendment adopted by
the Board of Directors, the Plan shall be amended at the time and in the manner set forth therein,
and all Participants and all persons claiming an interest hereunder shall be bound thereby.
Notwithstanding the foregoing, no action by the Board of Directors shall be required to amend the
Plan to revise Schedule A, regarding the addition or removal of Participating Employers, Schedule
B, regarding a merger of, or transfer of accounts from, another plan into the Plan or Schedule C,
regarding previous special employer contributions. Moreover, the Plan Sponsor may amend or modify
any plan provisions which relate to ERISA section 404(c) compliance, including changes which would
eliminate the Plan’s status as an ERISA section 404(c) plan. However, the Plan Sponsor will not
have the power:




     (a) to amend the Plan or Trust in such manner as would cause or permit any part of
the assets of the Trust to be diverted to purposes other than for the exclusive benefit of
each Participant and his or her Beneficiary (except as permitted by the Plan with respect to
Qualified Domestic Relations Orders or the return of contributions upon nondeductibility or
mistake of fact), unless such amendment is required or permitted by law, governmental
regulation or ruling; or




     (b) to amend the Plan or Trust retroactively in such a manner as would reduce the
accrued benefit of any Participant, except as otherwise permitted or required by law. For
purposes of this paragraph, an amendment which has the effect of decreasing a Participant’s
Account balance or eliminating an optional form of benefit, with respect to benefits
attributable to service before the amendment, shall be treated as reducing an accrued
benefit.



     13.2. Termination. The Plan Sponsor has established the Plan and authorized the
establishment of the Trust with the bona fide intention and expectation that contributions will be
continued indefinitely, but may discontinue contributions under the Plan or terminate the Plan at
any time by written notice delivered to the Trustee without liability whatsoever for any such
discontinuance or termination. In addition, the Participating Employers will have no obligation or
liability whatsoever to maintain the Plan for any given length of time and may cease to be
Participating Employers in a manner acceptable to the Plan Sponsor.



     13.3. Distributions upon Termination of the Plan. Upon termination of the Plan by
the Plan Sponsor, the Trustee will distribute to each Participant (or other person entitled to
distribution) the value of the Participant’s Accounts in a single sum as soon as practicable
following such termination. The amount of such distribution shall be determined as of the
Valuation Date that authorized distribution directions are received by the Trustee.



     13.4. Merger or Consolidation of Plan; Transfer of Plan Assets. In case of any
merger or consolidation of the Plan with, or transfer of assets and liabilities of the Plan to, any



- 44 -









 




other plan, provision must be made so that each Participant would, if the Plan then
terminated, receive a benefit immediately after the merger, consolidation or transfer which is
equal to or greater than the benefit he or she would have been entitled to receive immediately
before the merger, consolidation or transfer if the Plan had then terminated.





- 45 -











 





ARTICLE 14. LIMITS ON CONTRIBUTIONS.




     14.1. Code Section 404 Limits. The sum of the contributions made by each
Participating Employer under the Plan for any Plan Year shall not exceed the maximum amount
deductible under the applicable provisions of the Code. All contributions under the Plan made by a
Participating Employer are expressly conditioned on their deductibility under Code section 404 for
the taxable year when paid (or treated as paid under Code section 404(a)(6)).



     14.2. Code Section 415 Limits.




     (a) Incorporation by reference. Code section 415 is hereby incorporated by
reference into the Plan.




     (b) Annual addition. The Committee shall determine an “annual addition” for
each Participant for each limitation year, which shall consist of the following amounts:




     (i) Elective Contributions allocated to the Participant’s Accounts for the
year;




     (ii) Matching Contributions or Safe Harbor Matching Contributions allocated to
the Participant’s Accounts for the year;




     (iii) Qualified Nonelective Contributions allocated to the Participant’s
Accounts for the year;




     (iv) Employee Contributions allocated to the Participant’s Accounts for the
year;




     (v) forfeitures;




     (vi) amounts allocated to an individual medical amount (as defined in Code
section 415(l)(2)) which is part of a pension or annuity plan maintained by an
Affiliated Employer; and




     (vii) amounts derived from contributions paid or accrued which are attributable
to post-retirement medical benefits allocated to the separate account of a key
employee (as defined in Code section 419A(d)(3)) under a welfare benefit fund (as
defined in Code section 419(e)) maintained by an Affiliated Employer.




     (c) Except as permitted by Code section 414(v), the annual additions made on behalf of
the Participant for any limitation year, when added to the annual additions, if any, to his
or her account for such year under all other plans maintained by the Affiliated Employers
(as determined under Regulation section 1.415(f)-1), shall not exceed the lesser of (i) the
dollar limit under Code section 415(c)(1)(A), as adjusted for increases in the cost of
living under Code section 415(d), or (ii) 100 percent of the Participant’s



- 46 -









 







Compensation for
such limitation year from the Affiliated Employers. The compensation limit referred to in
(ii) above shall not apply to an individual medical benefit account (as
defined in Code section 415(l)) or a post-retirement medical benefits account for a key
employee (as defined in Code section 419A(d)(1)).




     (d) Limitation Year. For purposes of determining the Code section 415 limits
under the Plan, the “limitation year” shall be the Plan Year.




     (e) Order of reductions. To the extent necessary to satisfy the limitations of
Code section 415 for any Participant, the annual addition which would otherwise be made on
behalf of the Participant under the Plan shall be reduced before the Participant’s benefit
is reduced under any and all defined benefit plans, and before the Participant’s annual
addition is reduced under any other defined contribution plan.




     (f) Return of excess contributions. If, as a result of a reasonable error in
estimating a Participant’s Compensation for a Plan Year or limitation year, a reasonable
error in determining the amount of elective deferrals (within the meaning of Code section
402(g)(3)) that may be made with respect to any individual under the limits of Code section
415, or under such other facts and circumstances as may be permitted under regulation or by
the Internal Revenue Service, the annual addition under the Plan for a Participant would
cause the Code section 415 limitations for a limitation year to be exceeded, the excess
amounts shall be corrected as determined by the Committee in a manner permitted under the
correction programs under Revenue Procedure 2008-50 or subsequent Internal Revenue Service
correction programs.



     14.3. Code Section 402(g) Limits.




     (a) In general. The maximum amount of Elective Contributions made on behalf of
any Participant for any calendar year, when added to the amount of elective deferrals under
all other plans, contracts and arrangements of an employer with respect to the Participant
for the calendar year, shall in no event exceed the maximum applicable limit in effect for
the calendar year under Code section 402(g)(1), provided, however, that catch-up Elective
Contributions described in Section 4.1 shall not be taken into account for purposes of
compliance with Code section 402(g)(1). For purposes of the Plan, an individual’s elective
deferrals for a taxable year are the sum of the following:




     (i) Any elective contribution under a qualified cash or deferred arrangement
(as defined in Code section 401(k)): (1) to the extent the contribution is not
includable in the individual’s gross income for the taxable year on account of Code
section 402(a)(8) (before applying the limits of Code section 402(g) or this
Section); or (2) to the extent the contribution is includable in the individual’s
gross income for the taxable year on account of Code section 402A as a Roth
contribution;




     (ii) Any employer contribution to a simplified employee pension (as defined in
code section 408(k) to the extent not includable in the individual’s



- 47 -









 







gross income
for the taxable year on account of Code section 402(h)(1)(B) (before applying the
limits of Code section 402(g)); and




     (iii) Any employer contribution to a custodial account or annuity contract
under section 403(b) under a salary reduction agreement (within the meaning of Code
section 3121(a)(5)(D)), to the extent not includable in the individual’s gross
income for the taxable year on account of Code section 403(b) before applying the
limits of Code section 402(g).




A Participant will be considered to have made “excess deferrals” for a taxable year to the
extent that the Participant’s elective deferrals for the taxable year exceed the applicable
limit described above for the year.




     (b) Distribution of excess deferrals. In the event that an amount is included
in a Participant’s gross income for a taxable year as a result of an excess deferral under
Code section 402(g), and the Participant notifies the Committee on or before the March 1
following the taxable year that all or a specified part of an Elective Contribution made for
his or her benefit represents an excess deferral, the Committee shall make every reasonable
effort to cause such excess deferral, adjusted for allocable income, to be distributed to
the Participant no later than the April 15 following the calendar year in which such excess
deferral was made. The income allocable to excess deferrals is equal to the allocable gain
or loss for the taxable year of the individual, plus, in the case of a distribution in a
taxable year beginning on or after January 1, 2007, but before January 1, 2008, the
allocable gain or loss for the period between the end of the taxable year and the date of
distribution (the “gap period”). For distributions in taxable years beginning prior to
January 1, 2007, income allocable to excess deferrals for the taxable year shall be
determined by multiplying the gain or loss attributable to the Participant’s Elective
Contribution Account for the taxable year by a fraction, the numerator of which is the
Participant’s excess deferrals for the taxable year, and the denominator of which is the sum
of the Participant’s Elective Contribution Account balance as of the beginning of the
taxable year plus the Participant’s Elective Contributions for the taxable year. For
distributions in taxable years beginning on or after January 1, 2007 and before January 1,
2008, income allocable to excess deferrals for the aggregate of the taxable year and the gap
period shall be determined in accordance with the alternative method set forth in proposed
Regulation section 1.402(g)-1(e)(5)(iii). A distribution of excess deferrals for a taxable
year beginning after December 31, 2007, shall not include any income allocable to the gap
period. No distribution of an excess deferral shall be made during the taxable year of a
Participant in which the excess deferral was made unless the correcting distribution is made
after the date on which the Plan received the excess deferral and both the Participant and
the Plan designate the distribution as a distribution of an excess deferral. The amount of
any excess deferrals that may be distributed to a Participant for a taxable year shall be
reduced by the amount of Elective Contributions that were excess contributions and were
previously distributed to the Participant for the Plan Year beginning with or within such
taxable year.




     (c) Treatment of excess deferrals. For other purposes of the Code, including
Code sections 401(a)(4), 401(k)(3), 404, 409, 411, 412, and 416, excess deferrals must be



- 48 -









 







treated as employer contributions even if they are distributed in accordance with paragraph
(b) above. However, excess deferrals of a non-Highly Compensated Employee are not to be
taken into account for purposes of Code section 401(k)(3) (the actual
deferral percentage test) to the extent the excess deferrals are prohibited under Code
section 401(a)(30). Excess deferrals are also to be treated as employer contributions for
purposes of Code section 415 unless distributed under paragraph (b) above.



     14.4. Code Section 401(k)(3) Limits.




     (a) In general. Elective Contributions made under the Plan, other than the
safe harbor contributions described in Article 6 for a Plan Year after December 31, 2010,
are subject to the limits of Code section 401(k)(3), as more fully described below. The
Plan provisions relating to the 401(k)(3) limits are to be interpreted and applied in
accordance with Code sections 401(k)(3) and 401(a)(4), which are hereby incorporated by
reference, and in such manner as to satisfy such other requirements relating to Code section
401(k) as may be prescribed by the Secretary of the Treasury from time to time.




     (b) Actual deferral ratios. For each Plan Year, the Committee will determine
the “actual deferral ratio” for each Participant who is eligible for Elective Contributions.
The actual deferral ratio shall be the ratio, calculated to the nearest one-hundredth of
one percent, of the Elective Contributions (plus any Qualified Nonelective Contributions
treated as Elective Contributions) made on behalf of the Participant for the Plan Year to
the Participant’s Compensation for the Plan Year. For purposes of determining a
Participant’s actual deferral ratio:




     (i) Elective Contributions will be taken into account only if each of the
following requirements are satisfied:




     (A) the Elective Contribution is allocated to the Participant’s
Elective Contribution Account as of a date within the Plan Year is not
contingent upon participation in the Plan or performance of services on any
date subsequent to that date, and is actually paid to the Trust no later
than the end of the 12-month period immediately following the Plan Year to
which the contribution relates; and




     (B) the Elective Contribution relates to Compensation that either would
have been received by the Participant in the Plan Year but for the
Participant’s election to defer under the Plan, or is attributable to
services performed in the Plan Year and, but for the Participant’s election
to defer, would have been received by the Participant within 21/2 months after
the close of the Plan Year.




To the extent Elective Contributions which meet the requirements of (A) and (B)
above constitute excess deferrals, they will be taken into account for each Highly
Compensated Employee, but will not be taken into account for any non-Highly
Compensated Employee;



- 49 -









 






     (ii) In the case of a Participant who is a Highly Compensated Employee for the
Plan Year and is eligible to have elective deferrals (and qualified nonelective
contributions, to the extent treated as elective deferrals)
allocated to his or her accounts under two or more cash or deferred
arrangements described in Code section 401(k) maintained by an Affiliated Employer,
the Participant’s actual deferral ratio shall be determined as if such elective
deferrals (as well as qualified nonelective or qualified ) are made under a single
arrangement, and if two or more of the cash or deferred arrangements have different
Plan Years, all Plan Years ending with or within the same calendar year shall be
treated as a single Plan Year;




     (iii) The applicable period for determining Compensation for each Participant
for a Plan Year shall be the 12-month period ending on the last day of such Plan
Year; provided, that to the extent permitted under Regulations, the Committee may
choose, on a uniform basis, to treat as the applicable period only that portion of
the Plan Year during which the individual was eligible to make Elective
Contributions;




     (iv) Qualified Nonelective Contributions made on behalf of Participants who are
eligible to receive Elective Contributions shall be treated as Elective
Contributions to the extent permitted by Regulation section 1.401(k)-1(a)(6);




     (v) In the event that the Plan satisfies the requirements of Code sections
401(k), 410(a)(4), or 410(b) only if aggregated with one or more other plans with
the same Plan Year, or if one or more other plans with the same Plan Year satisfy
such Code sections only if aggregated with this Plan, then this Section shall be
applied by determining the actual deferral ratios as if all such plans were a single
plan;




     (vi) An employee who would be a Participant but for the failure to make
Elective Contributions shall be treated as a Participant on whose behalf no Elective
Contributions are made; and




     (vii) Elective Contributions which are made on behalf of non-Highly Compensated
Employees which could be used to satisfy the Code section 401(k)(3) limits but are
not necessary to be taken into account in order to satisfy such limits, may instead
be taken into account for purposes of the Code section 401(m) limits to the extent
permitted by Regulation sections 1.401(m)-2(a)(6).




     (c) Actual deferral percentages. Each Plan Year, the actual deferral ratios
for all Highly Compensated Employees who are eligible for Elective Contributions for a Plan
Year shall be averaged to determine the actual deferral percentage for the highly
compensated group for the Plan Year, and the actual deferral ratios for all Employees who
are not Highly Compensated Employees but are eligible for Elective Contributions for the
Plan Year shall be averaged to determine the actual deferral percentage for the non-highly
compensated group for the Plan Year.



- 50 -









 






     (d) Actual deferral percentage tests. For a Plan Year, at least one of the
following tests must be satisfied:




     (i) the highly compensated group’s actual deferral percentage for the Plan Year
does not exceed 125% of the current year actual deferral percentage for the
non-highly compensated group; or




     (ii) the excess of the actual deferral percentage for the highly compensated
group for the Plan Year over the current year actual deferral percentage for the
nonhighly compensated group does not exceed two percentage points, and the actual
deferral percentage for the highly compensated group for the Plan Year does not
exceed twice the current year actual deferral percentage for the nonhighly
compensated group.




For purposes of satisfying the above tests for a Plan Year, the “current year actual
deferral percentage for the nonhighly compensated group” refers to the actual deferral
percentage determined for the current Plan Year for the nonhighly compensated group.
Whether a Participant is considered within the highly compensated or nonhighly compensated
group will be based upon the Participant’s Compensation during the preceding Plan Year.




     (e) Adjustments by Committee. If, prior to the time all Elective Contributions
for a Plan Year have been contributed to the Trust, the Committee determines that Elective
Contributions are being made at a rate which will cause the Code section 401(k)(3) limits to
be exceeded for the Plan Year, the Committee may, in its sole discretion, limit the amount
of Elective Contributions to be made with respect to one or more Highly Compensated
Employees for the balance of the Plan Year by suspending or reducing Elective Contribution
elections to the extent the Committee deems appropriate. Any Elective Contributions which
would otherwise be made to the Trust shall instead be paid to the affected Participant in
cash.




     (f) Excess contributions. If the Code section 401(k)(3) limits have not been
met for a Plan Year after all contributions for the Plan Year have been made, the Committee
will determine the amount of excess contributions with respect to Participants who are
Highly Compensated Employees in the manner prescribed by Code section 401(k)(8) and by
applicable regulations.




     (g) Distribution of excess contributions. A Participant’s excess
contributions, adjusted for income, will be designated by the Participating Employer as a
distribution of excess contributions and distributed to the Participant. The income
allocable to excess contributions is equal to the allocable gain or loss for the Plan Year,
plus, for the Plan Years commencing on January 1, 2006 and January 1, 2007, the allocable
gain or loss for the period between the end of the Plan Year and the date of distribution
(the “gap period”). Income allocable to excess contributions for the Plan Year shall be
determined by multiplying the gain or loss attributable to the Participant’s Elective
Contribution Account and QNEC Account balances by a fraction, the numerator of which is the
excess contributions for the Participant for the Plan Year, and the denominator of which is
the



- 51 -









 







sum of the Participant’s Elective Contribution Account and QNEC Account balances as of
the beginning of the Plan Year plus the Participant’s Elective Contributions and Qualified
Nonelective Contributions for the Plan Year. Income allocable to excess
contributions for the gap period (for the 2006 and 2007 Plan Years) shall be determined
in accordance with the safe harbor method set forth in Regulation section
1.401(k)-2(b)(2)(iv)(D). Distribution of excess contributions will be made after the close
of the Plan Year to which the contributions relate, but within 12 months after the close of
such Plan Year. Excess contributions shall be treated as annual additions under the Plan,
even if distributed under this paragraph.




     (h) Special rules. For purposes of distributing excess contributions, the
amount distributed with respect to a Highly Compensated Employee for a Plan Year shall be
reduced by the amount of excess deferrals previously distributed to the Highly Compensated
Employee for his or her taxable year ending with or within such Plan Year.




     (i) Recordkeeping requirement. The Committee, on behalf of the Participating
Employers, shall maintain such records as are necessary to demonstrate compliance with the
Code section 401(k)(3) limits, including the extent to which Qualified Nonelective
Contributions are taken into account in determining the actual deferral ratios.




     (j) Excise tax where failure to correct. If the excess contributions are not
corrected within 21/2 months after the close of the Plan Year to which they relate, the
Participating Employers will be liable for a 10 percent excise tax on the amount of excess
contributions attributable to them, to the extent provided by Code section 4979. Qualified
Nonelective Contributions properly taken into account under this Section for the Plan Year
may enable the Plan to avoid having excess contributions, even if the contributions are made
after the close of the 21/2 month period.



     14.5. Code Section 401(m) Limits.




     (a) In General. Matching Contributions made under the Plan, other than the
safe harbor contributions described in Article 6 for a Plan Year after December 31, 2010,
are subject to the limits of Code section 401(m), as more fully described below. The Plan
provisions relating to the 401(m) limits are to be interpreted and applied in accordance
with Code sections 401(m) and 401(a)(4), which are hereby incorporated by reference, and in
such manner as to satisfy such other requirements relating to Code section 401(m) as may be
prescribed by the Secretary of the Treasury from time to time.




     (b) Actual contribution ratios. For each Plan Year, the Administrator will
determine the “actual contribution ratio” for each Participant who is eligible for Matching
Contributions. The actual contribution ratio shall be the ratio, calculated to the nearest
one-hundredth of one percent, of the sum of the Matching Contributions and Qualified
Nonelective Contributions which are not treated as Elective Contributions made on behalf of
the Participant for the Plan Year, to the Participant’s Compensation for the Plan Year. For
purposes of determining a Participant’s actual contribution ratio:



- 52 -









 






     (i) A Matching Contribution will be taken into account only if the Contribution
is allocated to a Participant’s Account as of a date within the Plan Year, is
actually paid to the Trust no later than 12 months after the close of the
Plan Year, and is made on behalf of a Participant on account of the
Participant’s Elective Contributions for the Plan Year;




     (ii) in the case of a Participant who is a Highly Compensated Employee for the
Plan Year and is eligible to have Matching Contributions or employee contributions
(including amount treated as Matching Contributions) allocated to his or her
accounts under two or more plans maintained by an Affiliated Employer which may be
aggregated for purposes of Code sections 410(b) and 401(a)(4), the Participant’s
actual contribution ratio shall be determined as if such contributions are made
under a single plan, and if two or more of the plans have different Plan Years, all
Plan Years ending with or within the same calendar year shall be treated as a single
Plan Year;




     (iii) the applicable period for determining Compensation for each Participant
for a Plan Year shall be the 12-month period ending on the last day of such Plan
Year; provided that to the extent permitted under Regulations, the Administrator may
choose, on a uniform basis, to treat as the applicable period only that portion of
the Plan Year during which the individual was eligible for Matching Contributions;




     (iv) Elective Contributions not applied to satisfy the Code section 401(k)(3)
limits and Qualified Nonelective Contributions not treated as Elective Contributions
may be treated as Matching Contributions to the extent permitted by Regulation
section 1.401(m)-2(a)(6);




     (v) in the event that the Plan satisfies the requirements of Code sections
401(k), 410(a)(4), or 410(b) only if aggregated with one or more other plans with
the same Plan Year, or if one or more other plans with the same Plan Year satisfy
such Code sections only if aggregated with this Plan, then this Section shall be
applied by determining the actual deferral ratios as if all such plans were a single
plan; and




     (vi) any forfeitures under the Plan which are applied against Matching
Contributions shall be treated as Matching Contributions.




     (c) Actual contribution percentages. Each Plan Year, the actual contribution
ratios for all Highly Compensated Employees who are eligible for Matching Contributions for
a Plan Year shall be averaged to determine the actual contribution percentage for the highly
compensated group for the Plan Year, and the actual contribution ratios for all Employees
who are not Highly Compensated Employees but are eligible for Matching Contributions for the
Plan Year shall be averaged to determine the actual contribution percentage for the
nonhighly compensated group for the Plan Year.



- 53 -









 






     (d) Actual contribution percentage tests. For a Plan Year, at least one of the
following tests must be satisfied:




     (i) the highly compensated group’s actual contribution percentage for the Plan
Year does not exceed 125% of the current year actual contribution percentage for the
nonhighly compensated group; or




     (ii) the excess of the actual contribution percentage for the highly
compensated group for the Plan Year over the current year actual contribution
percentage for the nonhighly compensated group does not exceed two percentage
points, and the actual contribution percentage for the highly compensated group for
the Plan Year does not exceed twice the current year actual contribution percentage
for the nonhighly compensated group.




For purposes of satisfying the above tests for a Plan Year, the “current year actual
contribution percentage for the nonhighly compensated group” refers to the actual
contribution percentage determined for the current Plan Year for the nonhighly compensated
group. Whether a Participant is considered within the highly compensated or nonhighly
compensated group will be based upon the Participant’s Compensation during the preceding
Plan Year.




     (e) Adjustments by Administrator. If, prior to the time all Matching
Contributions for a Plan Year have been contributed to the Trust, the Administrator
determines that such contributions are being made at a rate which will cause the Code
section 401(m) limits to be exceeded for the Plan Year, the Administrator may, in its sole
discretion, limit the amount of such contributions to be made with respect to one or more
Highly Compensated Employees for the balance of the Plan Year by limiting the amount of such
contributions to the extent the Administrator deems appropriate.




     (f) Excess aggregate contributions. If the Code section 401(m) limits have not
been satisfied for a Plan Year after all contributions for the Plan Year have been made, the
excess of the aggregate amount of the Matching Contributions (and any Qualified Nonelective
Contribution or elective deferral taken into account in computing the actual contribution
percentages) actually made on behalf of Highly Compensated Employees for the Plan Year over
the maximum amount of such contributions permitted under Code section 401(m)(2)(A) shall be
considered to be “excess aggregate contributions.” The Committee will determine the amount
of excess aggregate contributions with respect to Participants who are Highly Compensated
Employees in the manner prescribed by Code section 401(m)(6)(C) and by applicable
regulations.




     (g) Distribution of excess aggregate contributions. A Participant’s excess
aggregate contributions, adjusted for income, will be designated by the Participating
Employer as a distribution of excess aggregate contributions, and distributed to the
Participant. The income allocable to excess aggregate contributions is equal to the
allocable gain or loss for the taxable year of the individual, plus, for the Plan Years
commencing on January 1, 2006 and January 1, 2007, the allocable gain or loss for the period
between the end of the taxable year and the date of distribution (the “gap period”).



- 54 -









 







Income allocable to excess aggregate contributions for the taxable year shall be determined by
multiplying the gain or loss attributable to the Participant’s Matching Contribution Account
balances by a fraction, the numerator of which is the excess
aggregate contributions for the Participant for the Plan Year, and the denominator of
which is the sum of the Participant’s Matching Contribution Account balances as of the
beginning of the Plan Year plus the Participant’s Matching Contributions for the Plan Year.
Distribution of excess aggregate contributions will be made after the close of the Plan Year
to which the contributions relate, but within 12 months after the close of such Plan Year.
Excess aggregate contributions shall be treated as employer contributions for purposes of
Code sections 401(a)(4), 404, and 415 even if distributed from the Plan.




     (h) Recordkeeping requirement. The Administrator, on behalf of the
Participating Employers, shall maintain such records as are necessary to demonstrate
compliance with the Code section 401(m) limits, including the extent to which Elective
Contributions and Qualified Nonelective Contributions are taken into account in determining
the actual contribution ratios.




     (i) Excise tax where failure to correct. If the excess aggregate contributions
are not corrected within 21/2 months after the close of the Plan Year to which they relate,
the Participating Employers will be liable for a 10 percent excise tax on the amount of
excess aggregate contributions attributable to them, to the extent provided by Code section
4979. Qualified Nonelective Contributions properly taken into account under this section
for the Plan Year may enable the Plan to avoid having excess aggregate contributions, even
if the contributions are made after the close of the 21/2 month period.



     14.6. Code Section 401(k)(3) and 401(m) Limits after 2010. For Plan Years after
December 31, 2010, the provisions of Article 6 shall describe the ADP and ACP nondiscrimination
testing requirements satisfied by the Safe Harbor Matching Contributions described therein.



- 55 -









 





ARTICLE 15. SPECIAL TOP-HEAVY PROVISIONS.




     15.1. Provisions to Apply. The provisions of this Article shall apply for any
top-heavy Plan Year notwithstanding anything to the contrary in the Plan.



     15.2. Minimum Contribution. For any Plan Year which is a top-heavy plan year, the
Participating Employers shall contribute to the Trust a minimum contribution on behalf of each
Participant who is not a key employee for such year and who has not separated from service from the
Affiliated Employers by the end of the Plan Year, regardless of whether or not the Participant has
elected to make Elective Contributions for the Year. The minimum contribution shall, in general,
equal 3% of each such Participant’s Compensation, but shall be subject to the following special
rules:




     (a) If the largest contribution on behalf of a key employee for such year, taking into
account only Elective Contributions, Matching Contributions (if any), Discretionary
Contributions and Qualified Nonelective Contributions, is equal to less than 3% of the key
employee’s Compensation, such lesser percentage shall be the minimum contribution percentage
for Participants who are not key employees. This special rule shall not apply, however, if
the Plan is required to be included in an aggregation group and enables a defined benefit
plan to meet the requirements of Code section 401(a)(4) or 410.




     (b) No minimum contribution will be required with respect to a Participant who is also
covered by another top-heavy defined contribution plan of an Affiliated Employer which meets
the vesting requirements of Code section 416(b) and under which the Participant receives the
top-heavy minimum contribution.




     (c) If a Participant is also covered by a top-heavy defined benefit plan of an
Affiliated Employer, “5%” shall be substituted for “3%” above in determining the minimum
contribution.




     (d) The minimum contribution with respect to any Participant who is not a key employee
for the particular year will be offset by any Discretionary Contributions and any Qualified
Nonelective Contributions, but not any other type of contribution otherwise made for the
Participant’s benefit for such year. Notwithstanding the foregoing, for Plan Years
beginning after December 31, 2001, the minimum contribution described above will be offset
also by any Matching Contributions made for the Participant’s benefit for such year.




     (e) If additional minimum contributions are required under this Section, such
contributions shall be credited to the Participant’s Discretionary Contribution Account.




     (f) A minimum contribution required under this Section shall be made even though, under
other Plan provisions, the Participant would not otherwise be entitled to receive an
allocation for the year because of (i) the Participant’s failure to complete 1,000 hours of
service (or any equivalent provided in the Plan), or (ii) the Participant’s failure



- 56 -









 







to make mandatory contributions or Elective Contributions to the Plan, or (iii)
Compensation less than a stated amount.



     15.3. Adjustment to Limitation on Benefits. With respect to Plan Years prior to
January 1, 2001, for purposes of the Code section 415 limits, the definitions of “defined
contribution plan fraction” and “defined benefit plan fraction” contained therein shall be
modified, for any Plan Year which is a top-heavy Plan Year, by substituting “1.0” for “1.25” in
Code sections 415(e)(2)(B) and 415(e)(3)(B).



     15.4. Definitions. For purposes of these top-heavy provisions, the following terms
have the following meanings:




     (a) “key employee” means a key employee described in Code section 416, and “non-key
employee” means any employee who is not a key employee (including employees who are former
key employees);




     (b) “top-heavy plan year” means a Plan Year if any of the following conditions exist
(unless Safe Harbor Matching Contributions under Article 6 are the only employer
contributions to the Plan):




     (i) the top-heavy ratio for the Plan exceeds 60 percent and the Plan is not
part of any required aggregation group or permissive aggregation group of plans;




     (ii) this Plan is a part of a required aggregation group of plans but not part
of a permissive aggregation group and the top-heavy ratio for the group of plans
exceeds 60 percent; or




     (iii) the Plan is part of a required aggregation group and part of a permissive
aggregation group of plans and the top-heavy ratio for the permissive aggregation
group exceeds 60 percent.




     (c) “top-heavy ratio”:




     (i) If the employer maintains one or more defined contribution plans (including
any Simplified Employee Pension Plan) and the employer has not maintained any
defined benefit plan which during the 5-year period ending on the determination
date(s) has or has had accrued benefits, the top-heavy ratio for the Plan alone or
for the required or permissive aggregation group as appropriate is a fraction, the
numerator of which is the sum of the account balances of all key employees on the
determination date(s) (including any part of any account balance distributed in the
1-year period ending on the determination date(s)), and the denominator of which is
the sum of all account balances (including any part of an account balance
distributed in the 1-year period ending on the determination date(s) and in the case
of a distribution made for a reason other than separation from service, death or
disability, including any such amount distributed in the 5-year period ending in
determination dates(s)), both computed in accordance with Code section 416. Both
the numerator and the denominator of the top-heavy ratio



- 57 -









 







are increased to reflect any contribution not actually made as of the
determination date, but which is required to be taken into account on that date
under Code section 416.




     (ii) If the employer maintains one or more defined contribution plans
(including any Simplified Employee Pension Plan) and the employer maintains or has
maintained one or more defined benefit plans which during the 5-year period ending
on the determination date(s) has or has had any accrued benefits, the top-heavy
ratio for any required or permissive aggregation group as appropriate is a fraction,
the numerator of which is the sum of the account balances under the aggregated
defined contribution plan or plans for all key employees, determined in accordance
with (i) above, and the present value of accrued benefits under the aggregated
defined benefit plan or plans for all key employees as of the determination date(s),
and the denominator of which is the sum of the account balances under the aggregated
defined contribution plan or plans for all participants, determined in accordance
with (i) above, and the present value of all accrued benefits under the defined
benefit plan or plans for all participants as of the determination date(s), all
determined in accordance with Code section 416. The accrued benefits under a
defined benefit plan in both the numerator and denominator of the top-heavy ratio
are increased for any distribution of an accrued benefit made in the 1-year period
ending on the determination date.




     (iii) For purposes of (i) and (ii) above, the value of account balances and the
present value of accrued benefits will be determined as of the most recent valuation
date that falls within or ends with the 12-month period ending on the determination
date, except as provided in Code section 416 for the first and second plan years of
a defined benefit plan. The account balances and accrued benefits of a participant
(A) who is not a key employee but who was a key employee in a prior year, or (B) who
has not been credited with at least one Hour of Service with any employer
maintaining the plan at any time during the 1-year period ending on the
determination date will be disregarded. The calculation of the top-heavy ratio, and
the extent to which distributions, rollovers, and transfers are taken into account
will be made in accordance with Code section 416. Deductible employee contributions
will not be taken into account for purposes of computing the top-heavy ratio. When
aggregating plans, the value of account balances and accrued benefits will be
calculated with reference to the determination dates that fall within the same
calendar year.




     (iv) The accrued benefit of a Participant other than a key employee shall be
determined under (A) the method, if any, that uniformly applies for accrual purposes
under all defined benefit plans maintained by the employer, or (B) if there is no
such method, as if such benefit accrued not more rapidly than the slowest accrual
rate permitted under the fractional rule of Code section 411(b)(1)(C).




     (d) The “permissive aggregation group” is the required aggregation group of plans plus
any other plan or plan of the employer which, when considered as a group with



- 58 -









 







the required aggregation group, would continue to satisfy the requirements of Code
sections 401(a)(4) and 410.




     (e) The “required aggregation group” is (i) each qualified plan of the employer in
which at least one key employee participates or participated at any time during the
determination period (regardless of whether the plan has terminated), and (ii) any other
qualified plan of the employer which enables a plan described in (i) to meet the
requirements of Code sections 401(a)(4) and 410(b).




     (f) For purposes of computing the top-heavy ratio, the “valuation date” shall be the
last day of the applicable plan year.




     (g) For purposes of establishing present value to compute the top-heavy ratio, any
benefit shall be discounted only for mortality and interest based on the interest and
mortality rates specified in the defined benefit plan(s), if applicable.




     (h) The term “determination date” means, with respect to the initial plan year of a
plan, the last day of such plan year and, with respect to any other plan year of a plan, the
last day of the preceding plan year of such plan. The term “applicable determination date”
means, with respect to the Plan, the determination date for the Plan Year of reference and,
with respect to any other plan, the determination date for any plan year of such plan which
falls within the same calendar year as the applicable determination date of the Plan.



- 59 -









 





ARTICLE 16. MISCELLANEOUS.




     16.1. Exclusive Benefit Rule. No part of the corpus or income of the Trust allocable
to the Plan will be used for or diverted to purposes other than for the exclusive benefit of each
Participant and Beneficiary, except as otherwise provided under the provisions of the Plan relating
to Qualified Domestic Relations Orders, the payment of reasonable expenses of administering the
Plan, the return of contributions upon nondeductibility or mistake of fact, or the failure of the
Plan to qualify initially.



     16.2. Limitation of Rights. Neither the establishment of the Plan or the Trust, nor
any amendment thereof, nor the creation of any fund or account, nor the payment of any benefits,
will be construed as giving to any Participant or other person any legal or equitable right against
any Participating Employer or Committee or Trustee, except as provided herein, and in no event will
the terms of employment or service of any Participant be modified or in any way be affected hereby.
It is a condition of the Plan, and each Participant expressly agrees by his or her participation
herein, that each Participant will look solely to the assets held in the Trust for the payment of
any benefit to which he or she is entitled under the Plan.



     16.3. Nonalienability of Benefits. The benefits provided hereunder will not be
subject to the voluntary or involuntary alienation, assignment, garnishment, attachment, execution
or levy of any kind, and any attempt to cause such benefits to be so subjected will not be
recognized, except to the extent required by law or to comply with a court order pursuant to
subparagraph 401(a)(13)(C) of the Code. However, if the Committee receives any Qualified Domestic
Relations Order that requires the payment of benefits hereunder or the segregation of any Account,
such benefits shall be paid, and such Account segregated, in accordance with the applicable
requirements of such Order, consistent with the provisions of the Plan and the requirements in the
Code. In addition, the Account balance may be pledged as security for a loan from the Plan in
accordance with the Plan’s loan procedures.



     16.4. Adequacy of Delivery. Any payment to be made under the Plan by the Trustee may
be made by the Trustee’s check. Mailing to a person or persons entitled to distributions hereunder
at the addresses designated by the Participating Employer or Committee shall be adequate delivery
by the Trustee of such distributions for all purposes. In the event the whereabouts of a person
entitled to benefits under the Plan cannot be determined after diligent search by the Committee,
the Committee may place the benefits in a federally insured, interest-bearing bank account opened
in the name of such person. Such action shall constitute a full distribution of such benefits
under the terms of the Plan and Trust.



     16.5. Reclassification of Employment Status. Notwithstanding anything herein to the
contrary, an individual who is not characterized or treated as a common law employee of a
Participating Employer shall not be eligible to participate in the Plan. However, in the event
that such an individual is reclassified or deemed to be reclassified as a common law employee of a
Participating Employer, the individual shall be eligible to participate in the Plan as of the
actual date of such reclassification (to the extent such individual otherwise qualifies as an
Eligible Employee hereunder). If the effective date of any such reclassification is prior to the
actual date



- 60 -









 





of such reclassification, in no event shall the reclassified individual be eligible to
participate in the Plan retroactively to the effective date of such reclassification.




     16.6. Veterans’ Reemployment and Benefits Rights. Effective December 12, 1994 and
notwithstanding any provision of the Plan to the contrary, contributions, benefits and service
credit with respect to qualified military service will be provided in accordance with Code section
414(u).



     16.7. Governing law. The Plan and Trust will be construed, administered and enforced
according to the laws of Massachusetts to the extent such laws are not preempted by ERISA.



     16.8. Authority to Correct Operational Defects. The Committee will have full
discretionary power and authority to correct any “operational defect” of the Plan in any manner or
by any method it deems appropriate in its sole discretion in order to cause the Plan (i) to operate
in accordance with its terms or (ii) to maintain its tax-qualified status under the Code. For
purposes of this Section, an “operational defect” is any operational or administrative action (or
inaction) in connection with the Plan which, in the judgment of the Committee, fails to conform
with the terms of the Plan or causes or could cause the Plan to lose its tax-qualified status under
the Code.



     16.9. Electronic Forms. Notwithstanding any Plan provision to the contrary, to the
extent the Committee allows any form or document under the Plan to be provided, completed or
changed by means of telephone, computer or other paperless media, a paper document shall not be
required for such form or document to be effective under the Plan.



     IN WITNESS WHEREOF, the Plan Sponsor has caused this instrument to be signed in its name and
on its behalf by its duly authorized officer, this ____day of December, 2010.



	 	 	 	 	 
	 	BOSTON SCIENTIFIC CORPORATION

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 



- 61 -









 





Schedule A




(As of January 1, 2011)



	 	 	 	 
	Participating Employer	 	State of Incorporation	 
	Asthmatx, Inc.

	 	Delaware	 
	 
	 	 	 
	Boston Scientific Corporation

	 	Delaware	 
	 
	 	 	 
	Boston Scientific Miami Corporation

	 	Florida	 
	 
	 	 	 
	Boston Scientific Neuromodulation Corp.

	 	Delaware	 
	 
	 	 	 
	Boston Scientific Scimed, Inc.

	 	Delaware	 
	 
	 	 	 
	Boston Scientific Wayne Corporation

	 	New Jersey	 
	 
	 	 	 
	Cardiac Pacemakers Inc.

	 	Minnesota	 
	 
	 	 	 
	Corvita Corporation

	 	Florida	 
	 
	 	 	 
	EndoVascular Technologies, Inc.

	 	Delaware	 
	 
	 	 	 
	Enteric Medical Technologies, Inc.

	 	Delaware	 
	 
	 	 	 
	EP Technologies, Inc.

	 	Delaware	 
	 
	 	 	 
	Guidant Delaware Holding Corp.

	 	Delaware	 
	 
	 	 	 
	Guidant Holdings, Inc.

	 	Indiana	 
	 
	 	 	 
	Guidant Intercontinental Corp.

	 	Indiana	 
	 
	 	 	 
	Guidant LLC

	 	Indiana	 
	 
	 	 	 
	Guidant Sales LLC

	 	Indiana	 
	 
	 	 	 
	Target Therapeutics, Inc.

	 	Delaware	 






- 62 -









 






Schedule B




Special Provisions Regarding Former Participants in Other Plans



     The following plans have been merged into this Plan as of the dates indicated below. Any
elections made by participants in such plans with respect to contributions, beneficiaries,
investments, loans or benefit distributions shall carry over and be treated as if made under this
Plan, except as otherwise provided by the Committee.



     1. Cardiovascular Imaging Systems, Inc. 401(k) Salary Reduction Plan and
Trust



     On October 3, 1995, the Cardiovascular Imaging Systems, Inc. 401(k) salary reduction plan was
merged into this Plan.



	 	 	 

	Special participation rules (Section 3.1(c)):

	 	No
	 
	 	 
	Special rules re allocation of transferred accounts
(Section 7.6(a)):

	 	No
	 
	 	 
	Special Vesting rules (Sections 8.6 and 2.40):

	 	No
	 
	 	 
	Special in-service withdrawal rules (Section 9.9(a)):

	 	No
	 
	 	 
	QJSA rules applicable (Section 11.7):

	 	Yes
	 
	 	 
	Optional forms of payment to preserve (Sections 11.1 and 11.7):
	 	 







Immediate life annuity.




Immediate life annuity with a period certain of 10, 15, or 20
years.




Immediate annuity for the life of the Participant, with a
survivor annuity for the Participant’s beneficiary which is
100%, 66 2/3% or 50% of the amount payable during the life of
the Participant.




Any combination of the above options and the benefit forms
described in Section 11.1.



- 63 -









 






	     2.	 	Scimed Life Systems, Inc. Retirement Savings and Profit Sharing Plan





     Effective January 1, 1996, the Scimed Life Systems, Inc. Retirement Savings and Profit Sharing
Plan was merged into this Plan.



	 	 	 

	Special participation rules (Section 3.1(c)):

	 	No
	 
	 	 
	Special rules re allocation of transferred accounts
(Section 7.6(a)):

	 	No
	 
	 	 
	Special Vesting rules (Sections 8.6 and 2.40):

	 	No
	 
	 	 
	Special in-service withdrawal rules (Section 9.9(a)):

	 	No
	 
	 	 
	QJSA rules applicable (Section 11.7):

	 	No
	 
	 	 
	Optional forms of payment to preserve
(Sections 11.1 and 11.7):

	 	No






     3. Symbiosis Corporation 401(k) Plan and Trust



     Effective June 1, 1996, the Symbiosis Corporation 401(k) Plan and Trust was merged into this
Plan.



	 	 	 

	Special Participation rules (Section 3.1(c)):

	 	No
	 
	 	 
	Special Rules re allocation of transferred accounts
(Section 7.6(a)):

	 	No
	 
	 	 
	Special Vesting rules (Sections 8.6 and 2.40):

	 	No
	 
	 	 
	Special in-service withdrawal rules (Section 9.9(a)):

	 	No
	 
	 	 
	QJSA rules applicable (Section 11.7):

	 	No
	 
	 	 
	Optional forms of payment to preserve
(Sections 11.1 and 11.7):

	 	None






     4. American Home Products Corporation Savings Plan



     Effective June 1, 1996, the accounts under the American Home Products Corporation Savings Plan
attributable to Participants employed by Symbiosis Corporation were merged into this Plan.



- 64 -









 





	 	 	 

	Special Participation rules (Section 3.1(c)):

	 	No
	 
	 	 
	Special Rules re allocation of transferred accounts
(Section 7.6(a)):

	 	No
	 
	 	 
	Special Vesting Rules (Sections 8.6 and 2.40):

	 	No
	 
	 	 
	Special in-service withdrawal rules (Section 9.9(a)):
	 	 
	 
	 	 
	          Withdrawal from after-tax contribution account
	 	 
	          (Once per Plan Year; $500 minimum)
	 	 
	 
	 	 
	QJSA rules applicable (Section 11.7):

	 	No
	 
	 	 
	Optional forms of payment to preserve
(Sections 11.1 and 11.7):

	 	None






     5. EPT 401(k) Plan



     Effective as of the close of business on December 31, 1996, the EPT 401(k) Plan is hereby
merged into this Plan.



	 	 	 

	Special participation rules (Section 3.1(c)):

	 	Yes







(i) Any individual who is a participant in the EPT 401(k) Plan (the “Former Plan”)
on December 31, 1996 shall become a Participant in the Plan as of January 1, 1997.




(ii) Each other Employee of EP Technologies, Inc. shall be subject to the
participation rules under Section 3.1.



	 	 	 

	Special rules regarding allocation of transferred accounts
(Section 7.6(a)):

	 	No
	 
	 	 
	Special Vesting rules (Sections 8.6 and 2.40):

	 	Yes







(i) Any individual who is a participant in the EPT 401(k) Plan (the “Former Plan”)
on December 31, 1996 and who is actively employed by the Plan Sponsor or an
Affiliated Employer on or after December 31, 1996 shall have a 100% nonforfeitable
interest in the portion of his or her Accounts under this Plan that are attributable
to the transfer of his or her employer matching contribution account balance, if
any, from the Former Plan.




(ii) Any individual who is actively employed by EP Technologies, Inc. on December
31, 1996 and who has 3 or more years of service for purposes of calculating vesting
(as determined under the Former Plan) shall have a vested



- 65 -









 






interest in a percentage of his or her Discretionary Contribution Account under the
Plan, if any, determined in accordance with the following schedule and based on his
or her Years of Service for Vesting:



	 	 	 	 	 
	Years of Service	 	Applicable	 
	for Vesting	 	Nonforfeitable Percentage	 
	3 but less than 4
	 	 	75	%
	4 or more
	 	 	100	%






     Special in-service withdrawal rules (Section 9.9(a)):




Hardship withdrawals allowed from any account

which is 100% vested.



	 	 	 

	QJSA rules applicable (Section 11.7):

	 	No
	 
	 	 
	Optional forms of payment to preserve
(Sections 11.1 and 11.7):

	 	None






     6. Heart Technology, Inc. 401(k) Profit Sharing Plan



     Effective as of the close of business on December 31, 1996, the Heart Technology, Inc. 401(k)
Profit Sharing Plan is hereby merged into this Plan.




	 	 	 

	Special Participation rules (Section 3.1(c)):

	 	Yes







(i) Any individual who is a participant in the Heart Technology, Inc. 401(k) Profit
Sharing Plan (the “Former Plan”) on December 31, 1996 shall become a Participant in
the Plan as of January 1, 1997.




(ii) Any individual who is an active employee of Boston Scientific Corporation
Northwest Technology Center, Inc. on December 31, 1996 and who has satisfied the
eligibility requirements under the Former Plan as of December 31, 1996 (age 18 and
the earlier of 6 months continuous employment or 1 year of service), but who has not
yet enrolled in the Former Plan shall become a Participant in the Plan on the first
Entry Date on or after January 1, 1997 on which such individual (a) is an Eligible
Employee and (b) has in effect a Compensation Reduction Authorization described in
Section 4.2.




(iii) Any individual who is an active employee of Boston Scientific Corporation
Northwest Technology Center, Inc. on December 31, 1996 and who has not yet satisfied
the eligibility requirements under the Former Plan as of December 31, 1996 shall
become a Participant in the Plan as of the Entry Date coinciding with or next
following the date on which the individual (a) satisfies the eligibility
requirements under Section 3.1, substituting age 18 for age 21 in Section



- 66 -









 






3.1(b)(iii), (b) is an Eligible Employee and (c) has in effect a Compensation
Reduction Authorization described in Section 4.2.




(iv) Each other Employee of Boston Scientific Corporation Northwest Technology
Center, Inc. shall be subject to the participation rules under Section 3.1.



	 	 	 

	Special Rules re allocation of transferred accounts
(Section 7.6(a)):

	 	No
	 
	 	 
	Special Vesting Rules (Sections 8.6 and 2.40):

	 	Yes







Any individual who is a participant in the Heart Technology, Inc. 401(k) Profit
Sharing Plan (the “Former Plan”) on December 31, 1996 and who is an active employee
of the Plan Sponsor or an Affiliated Employer on or after December 31, 1996 shall
have a 100% nonforfeitable interest in the portion of his or her Accounts under this
Plan that are attributable to the transfer of his or her employer matching
contribution account balance, if any, from the Former Plan.



	 	 	 

	Special in-service withdrawal rules (Section 9.9(a)):

	 	Yes







In-service withdrawals of rollover account; limited to once per year.



	 	 	 

	QJSA rules applicable (Section 11.7):

	 	No
	 
	 	 
	Optional forms of payment to preserve
(Sections 11.1 and 11.7):

	 	None






     7. Meadox Medicals, Inc. Employees’ Savings Plan



     Effective as of the close of business on December 31, 1996, the Meadox Medicals, Inc.
Employees’ Savings Plan is hereby merged into this Plan.




	 	 	 

	Special Participation rules (Section 3.1(c)):
	 	Yes






(i) Any individual who is a participant in the Meadox Medicals, Inc. Employees’
Savings Plan (the “Former Plan”) on December 31, 1996 shall become a Participant in
the Plan as of January 1, 1997.




(ii) Any individual who is an active employee of Meadox Medicals, Inc. on December
31, 1996, but who has not yet enrolled in the Former Plan shall become a Participant
in the Plan on any Entry Date on or after January 1, 1997, provided on such Entry
Date such individual (a) is an Eligible Employee and (b) has in effect a
Compensation Reduction Authorization described in Section 4.2.
(iii) Each other Employee of Meadox Medicals, Inc. shall be subject to the
participation rules under Section 3.1.




- 67 -












 





	 	 	 

	Special Rules re allocation of transferred accounts
(Section 7.6(a)):

	 	No
	 
	 	 
	Special Vesting Rules (Sections 8.6 and 2.40):

	 	Yes







Any individual who is a participant in the Meadox Medicals, Inc. Employees’
Retirement Plan (the “Former Plan”) on December 31, 1996 and is an active employee
of the Plan Sponsor or an Affiliated Employer on or after December 31, 1996 shall
have a 100% nonforfeitable interest in the portion of his or her Accounts under this
Plan that are attributable to the transfer of his or her employer matching
contribution account balance, if any, from the Former Plan.



	 	 	 

	Special in-service withdrawal rules (Section 9.9(a)):

	 	Yes
	 
	 	 
	After-tax contribution account.

	 	No
	 
	 	 
	QJSA rules applicable (Section 11.7):

	 	No
	 
	 	 
	Optional forms of payment to preserve
(Sections 11.1 and 11.7):

	 	None






     8. Target Therapeutics, Inc. 401(k) Plan and Trust



     Effective as of the close of December 31, 1997, the Target Therapeutics, Inc. 401(k) Plan and
Trust was merged into this Plan.



	 	 	 

	Special Participation rules (Section 3.1(c)):

	 	No
	 
	 	 
	Special Rules re allocation of transferred accounts
(Section 7.6(a)):

	 	No
	 
	 	 
	Special Vesting rules (Sections 8.6 and 2.40):

	 	No
	 
	 	 
	Special in-service withdrawal rules (Section 9.9(a)):

	 	 No
	 
	 	 
	QJSA rules applicable (Section 11.7):

	 	No
	 
	 	 
	Optional forms of payment to preserve
(Sections 11.1 and 11.7):

	 	None






     9. Pfizer Savings and Investment Plan



     Effective as of the close of November 30, 1998, the portion of the Pfizer Savings and
Investment Plan and trust benefitting employees of Schneider (USA) Inc. and Corvita Corporation was
merged into this Plan.



- 68 -









 





	 	 	 
	Special Participation rules (Section 3.1(c)):

	 	Yes







(i) Individuals who were employed by Schneider (USA) Inc. or Corvita Corporation on
September 10, 1998 may participate in this Plan pursuant to Section 3.1(c) without
regard to the age requirement of that Section.




(ii) Any Employee who was a participant in the Pfizer Savings and Investment Plan
on September 9, 1998 shall become a Participant in this Plan as of September 10,
1998.




(iii) Each other individual who becomes an Employee of Schneider (USA) Inc. or
Corvita Corporation shall be subject to the general participation rules of Section
3.1.



	 	 	 
	Special Rules re allocation of transferred accounts
(Section 7.6(a)):

	 	Yes







In order to administer special distribution options with respect to contributions
attributable to the NAMIC USA Corporation Profit Sharing and Incentive Savings Plan,
Pfizer matching contributions and Pfizer after-tax employee contributions (and
earnings on all such contributions) such contributions (and related earnings) shall
be transferred into separate accounts or subaccounts under this Plan.



	 	 	 
	Special Vesting rules (Sections 8.6 and 2.40):

	 	No
	 
	 	 
	Special in-service withdrawal rules (Section 9.9(a)):

	 	Yes







The Pfizer matching contribution account, after-tax employee contribution account,
and former NAMIC accounts (attributable to contributions other than elective
contributions) can be withdrawn in-service at any time.




Pfizer and NAMIC elective contribution accounts can be withdrawn on account of
hardship or disability.



	 	 	 
	QJSA rules applicable (Section 11.7):

	 	Yes







(i) Former participants of the Pfizer Savings and Investment Plan must obtain
spousal consent for loans and hardship withdrawals from their Pfizer accounts.




(ii) Accounts of Participants for whom NAMIC Accounts are maintained (i.e., former
participants of the NAMIC USA Corporation Profit Sharing and Incentive Plan) are
subject to the QJSA rules with respect to those accounts.



	 	 	 
	Optional forms of payment to preserve
(Sections 11.1 and 11.7)

	 	Yes






- 69 -









 







(i) Lump sum withdrawals or distributions from the Pfizer stock fund can be
distributed in shares of Pfizer common stock (with cash in lieu of any fractional
shares) at the Participant’s election.




(ii) NAMIC Accounts, in addition to the benefit forms described under Section 11.1
and 11.7, can be distributed as follows:


Immediate annuity for the life of the Participant, with a survivor

annuity for the Participant’s beneficiary which is 50% of the amount

payable during the life of the Participant.



Immediate life annuity.



Other annuity options.




     10. Catheter Innovations, Inc. 401(k) Retirement Savings Plan



     Effective as of the close of December 31, 2001, the Catheter Innovations, Inc. 401(k)
Retirement Savings Plan (the “Catheter Innovations Plan”) and Trust shall be merged into this Plan.



	 	 	 

	Special Participation rules (Section 3.1(c)):

	 	No
	 
	 	 
	Special Rules re allocation of transferred accounts
(Section 7.6(a)):

	 	No
	 
	 	 
	Special Vesting rules (Sections 8.6 and 2.40):

	 	No
	 
	 	 
	Special in-service withdrawal rules (Section 9.9(a)):

	 	No
	 
	 	 
	QJSA rules applicable (Section 11.7):

	 	Yes
	 
	 	 
	Optional forms of payment to preserve
(Sections 11.1 and 11.7):
	 	 





50% joint and survivor annuity.



Straight life annuity.



Single life annuity with period of certain of five, ten or fifteen years.



Single life annuity with installment refund



50%, 66(%, or 100% joint and survivor annuity with installment refund.







- 70 -









 









Fixed period annuity for any period of whole months which is not less than sixty and
does not exceed the life expectancy of the Participant and the named Beneficiary.




Installments.



     11. Quanam Medical Corporation 401(k) Plan



     Effective as of the close of December 31, 2001, the Quanam Medical Corporation 401(k) Plan
(the “Quanam Plan”) and Trust shall be merged into this Plan.



	 	 	 

	Special Participation rules (Section 3.1(c)):

	 	No
	 
	 	 
	Special Rules re allocation of transferred accounts
(Section 7.6(a)):

	 	No
	 
	 	 
	Special Vesting rules (Sections 8.6 and 2.40):

	 	No
	 
	 	 
	Special in-service withdrawal rules (Section 9.9(a)):

	 	No
	 
	 	 
	QJSA rules applicable (Section 11.7):

	 	No
	 
	 	 
	Optional forms of payment to preserve
(Sections 11.1 and 11.7):

	 	None






     12. Interventional Technologies, Inc. 401(k) Plan



     Effective as of the close of December 31, 2001, the Interventional Technologies, Inc. 401(k)
Plan (the “IVT Plan”) and Trust shall be merged into this Plan.



	 	 	 

	Special Participation rules (Section 3.1(c)):

	 	No
	 
	 	 
	Special Rules re allocation of transferred accounts
(Section 7.6(a)):

	 	No
	 
	 	 
	Special Vesting rules (Sections 8.6 and 2.40

	 	No
	 
	 	 
	Special in-service withdrawal rules (Section 9.9(a)):

	 	No
	 
	 	 
	QJSA rules applicable (Section 11.7):

	 	No
	 
	 	 
	Optional forms of payment to preserve
(Sections 11.1 and 11.7):

	 	None






- 71 -









 






     13. The Guidant Employee Savings and Stock Ownership Plan



     Effective as of the close of June 1, 2008, The Guidant Employee Savings and Stock Ownership
Plan and Trust (the “Guidant ESSOP”) shall be merged into this Plan.



	 	 	 

	Special Participation rules (Section 3.1(c)):

	 	Yes







(i) Any individual who is a participant in the Guidant ESSOP on May 31, 2008 shall
become a Participant in the Plan as of June 1, 2008.




(ii) Any individual who is an active employee of Guidant Corporation on May 31,
2008, but who has not yet become a participant in the Guidant ESSOP as of such date,
shall become eligible to participate in the Plan as of June 1, 2008 and shall be
subject to the Plan’s automatic election rules under Section 4.2.




(iii) Each other employee of Guidant Corporation shall be subject to the Plan’s
general participation rules under Section 3.1.



	 	 	 

	Special Matching Contribution Rules (Section 4.3):

	 	Yes







In order to allocate the Financed Shares remaining in the Guidant ESSOP’s Suspense
Account (as such terms are defined in the Guidant ESSOP) solely to individuals who
were participants in the Guidant ESSOP as of May 31, 2008, all Matching
Contributions under this Plan to individuals who were participants in the Guidant
ESSOP as of May 31, 2008 shall be made in Shares instead of cash until such time as
the Financed Shares are exhausted; provided, however, that any Participants in the
Plan who receive Matching Contributions in the form of Shares shall have the same
diversification rights with respect to such Shares as provided in Sections 5.06(b)
and 19.14(b) of the Guidant ESSOP as in effect on May 31, 2008. This portion of the
Plan shall be deemed to be an employee stock ownership plan under Code section
4975(e)(7) and ERISA section 407(d)(6), and shall be administered in a manner
consistent with the requirements applicable thereto, including without limitation
those applicable to Shares purchased with the proceeds of an Exempt Loan.



	 	 	 

	Special Rules re allocation of transferred accounts
(Section 7.6(a)):

	 	Yes







In order to administer special in-service withdrawal, diversification and
distribution options with respect to Minimum Matching Contributions, Additional
Matching Contributions and Basic Contributions made to Guidant ESSOP Participants’
ESOP Accounts (as such terms are defined in the Guidant ESSOP as of May 31, 2008),
such amounts (and earnings thereon) shall be transferred into separate accounts or
subaccounts under this Plan.



	 	 	 

	Special Vesting rules (Sections 8.6 and 2.40):

	 	Yes






- 72 -









 







Any individual who is a participant in, and who has a forfeitable interest under,
the Guidant ESSOP as of May 31, 2008 shall, as of the date on which he or she
returns to the employ of an Affiliated Employer, have a 100% nonforfeitable interest
in the portions of his or her Accounts under this Plan that are attributable to the
transfer of such forfeitable interest; provided, that such return to the employ of
an Affiliated Employer occurs prior to the date on which the individual incurs (or
would have incurred) five consecutive One Year Periods of Severance within the
meaning of Sections 10.01(a) and 19.08(b) of the Guidant ESSOP.



	 	 	 

	Special in-service withdrawal rules (Section 9.9(a)):

	 	Yes







The Guidant ESSOP PAYSOP, ESOP Pre-Split Matching, Company Matching, Intermedics
Matching Accounts (as such terms are defined in the Guidant ESSOP as of May 31,
2008) may be withdrawn in-service at any time, but not more than once per year.




Post-retirement, pre-distribution withdrawals shall be permitted consistent with
Sections 10.01(b)(3) and 19.13(d) of the Guidant ESSOP as of May 31, 2008.



	 	 	 

	QJSA rules applicable (Section 11.7):

	 	No
	 
	 	 
	Optional forms of payment to preserve
(Sections 11.1 and 11.7):

	 	Yes







Distributions rights that were applicable to a Participant’s ESOP Account, if any,
under the Guidant ESSOP, as of May 31, 2008, shall continue to apply to the portion
of such Participant’s Account under this Plan that is attributable to the transfer
of his or her ESOP Account from the Guidant ESSOP.



	 	 	 

	Special Normal Retirement Age (Section 2.23):

	 	Yes







The Normal Retirement Age shall be age 65 with respect to a Participant’s accounts
transferred from the Guidant ESSOP.



- 73 -









 





[THIS PAGE INTENTIONALLY LEFT BLANK]





- 74 -












 





Schedule C




     Other Employer Contributions. The Participating Employers shall contribute to the
Plan such other amounts as the Board of Directors determined on behalf of certain eligible
Participants as set forth in this Schedule. Such contributions were made in cash and allocated to
the Employer Contribution Account of each eligible Participant as set forth in this Schedule.



Special 1998 Contribution




     Pursuant to Section C.1, during the 1998 Plan Year, the Participating Employers made a special
contribution on behalf of certain Participants (as listed below) in the amounts as indicated:



	 	 	 	 	 	 	 
	Participants Receiving	 	Amount of Special	 
	Special 1998 Contribution	 	1998 Contribution	 
	Anderson
	 	Connie	 	$	1,196.07	 
	Colon
	 	Eleanor	 	$	702.99	 
	Davis
	 	Andrew	 	$	3,621.51	 
	Khammanivong
	 	Lounh	 	$	133.28	 
	Lynch
	 	Elizabeth	 	$	955.41	 
	Montuori
	 	John	 	$	59.59	 
	Munoz
	 	Mauro	 	$	498.25	 
	Murley
	 	Joyce	 	$	113.59	 
	Ouk
	 	Dara	 	$	139.34	 
	Panescu
	 	Dorin	 	$	210.66	 
	Reineck
	 	Jean	 	$	17.25	 
	Shah
	 	Krunal	 	$	287.47	 
	Vierra
	 	Jean	 	$	1,277.98	 
	Zweirs
	 	Douglas	 	$	3,323.15	 
	Schallehn
	 	Marcia	 	$	494.02	 
	Lambert
	 	Jose	 	$	974.21	 
	Miranda
	 	Gilbert	 	$	1,817.55	 
	Vnuk
	 	Theresa	 	$	216.67	 
	Bliss
	 	Mark	 	$	1,123.34	 
	McCoy
	 	Michael	 	$	936.33	 
	Bautista
	 	Amalia	 	$	81.91	 
	Bean Jr
	 	James I	 	$	210.87	 
	Born
	 	John	 	$	861.98	 
	Brennan
	 	Eileen F.	 	$	181.17	 
	Duran
	 	Julio	 	$	192.01	 
	Fissenden
	 	Lawrence P	 	$	176.37	 
	Gomez
	 	Boris	 	$	188.68	 
	Johnson
	 	Jeffrey	 	$	624.93	 
	Laguerre
	 	Anne G	 	$	117.76	 
	Lindberg
	 	Berndt E	 	$	170.25	 
	Meintsma
	 	Kathryn	 	$	305.60	 
	Mistry
	 	Illa	 	$	284.25	 
	Murley
	 	Rebecca	 	$	85.38	 






- 75 -









 






	 	 	 	 	 	 	 
	Participants Receiving	 	Amount of Special	 
	Special 1998 Contribution	 	1998 Contribution	 
	Nguyen
	 	Amy N	 	$	56.07	 
	Ooley
	 	Adam C	 	$	90.99	 
	Rooney
	 	Robert J.	 	$	63.53	 
	Sabic
	 	Tereza	 	$	27.88	 
	Scouton
	 	Patricia A	 	$	80.82	 
	Springer
	 	James A	 	$	76.49	 
	Stewart
	 	Jack D	 	$	323.88	 
	Sutherlin
	 	Todd	 	$	487.28	 
	Swenson
	 	Gregory	 	$	633.79	 
	Teoh
	 	Clifford	 	$	647.08	 
	Tyburski
	 	Karen	 	$	337.98	 
	Vanarsdale
	 	Timothy L	 	$	48.98	 
	Williams
	 	Denny L	 	$	112.18	 
	Winders
	 	Patricia L	 	$	61.21	 
	Mack
	 	Aggie	 	$	135.08	 
	Mendez
	 	Rafael	 	$	446.86	 
	Brown
	 	Roland	 	$	554.46	 
	Hanson
	 	Ilene A	 	$	132.66	 
	Hass
	 	Katherine A	 	$	123.31	 
	Panuganti
	 	Vijayasri	 	$	166.80	 
	Pless
	 	Nina M	 	$	58.07	 
	Nguon
	 	Sokha	 	$	110.47	 
	Capece
	 	Brian	 	$	349.39	 
	Hanley
	 	Steven	 	$	584.17	 
	Duffy
	 	James	 	$	763.93	 
	Bot
	 	Marc	 	$	896.45	 
	Bergquist
	 	Jonathan	 	$	386.20	 
	Croci
	 	Steven	 	$	3,008.25	 
	Horkey
	 	Natasha	 	$	105.39	 
	Martinez
	 	Lisa	 	$	609.11	 
	Quinn
	 	Patricia	 	$	326.29	 
	Vela
	 	Juan	 	$	373.92	 
	Wathen
	 	Peggy	 	$	9.83	 
	Watson
	 	Gisela	 	$	28.49	 
	White
	 	William	 	$	19.66	 
	Bennett
	 	Michael	 	$	4,334.80	 
	Caneda
	 	Jorge	 	$	561.89	 
	Cielinski
	 	Carrie	 	$	285.85	 
	Duckett
	 	Tammie	 	$	939.51	 
	Koprowski
	 	Janet	 	$	2,590.23	 
	Leblanc
	 	Ronald	 	$	1,521.94	 
	Robertson
	 	Tammy	 	$	93.24	 
	Schmidt
	 	Jennifer	 	$	202.93	 
	Singh
	 	Sarwesh	 	$	440.24	 
	Smith
	 	Johnnie	 	$	68.57	 
	Stephenson
	 	Marie	 	$	65.00	 
	Takock
	 	Aykham	 	$	227.72	 
	Talbot
	 	Connie	 	$	471.05	 
	Tool
	 	Sandra	 	$	840.78	 
	Wei
	 	Kuo-Shiun	 	$	4,630.44	 
	Carrillo Jr.
	 	Oscar	 	$	703.96	 






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	Participants Receiving	 	Amount of Special	 
	Special 1998 Contribution	 	1998 Contribution	 
	Josef
	 	Corazon	 	$	382.88	 
	Khao
	 	Sarith	 	$	232.73	 
	Roberts
	 	Barbara	 	$	1,278.94	 
	Vennes
	 	Robert	 	$	2,278.61	 
	Zhong
	 	Sheng-Ping	 	$	2,054.13	 
	Miller
	 	Connie	 	$	1,531.31	 
	Miller
	 	Paul	 	$	1,573.04	 
	Jertson
	 	John	 	$	266.33	 
	Colonna
	 	Douglas	 	$	310.94	 
	Markle
	 	Charlotte	 	$	287.02	 
	Flores
	 	Anita	 	$	130.32	 
	Oza
	 	Paritosh	 	$	276.74	 






Special Year 2000 Contribution




     Pursuant to Section C.1, during the 2000 Plan Year, the Participating Employers made a special
contribution on behalf of certain Participants (as listed below) in the amounts as indicated:



	 	 	 	 	 	 	 
	Participants Receiving	 	Amount of Special	 
	Special 2000 Contribution	 	2000 Contribution	 
	Poublon
	 	John A.	 	$	123.42	 
	O’Mara
	 	Robert J.	 	$	122.92	 
	Hauer
	 	Lillian R.	 	$	259.15	 
	Paige
	 	Corrine F.	 	$	213.16	 
	Carpenter
	 	Flo	 	$	129.82	 
	Wetherbee
	 	William A.	 	$	147.18	 
	Greer
	 	David A.	 	$	7.54	 
	Randall
	 	Bryan L.	 	$	94.76	 
	Hebert
	 	Charles B.	 	$	131.84	 
	Bennett
	 	Ronald W.	 	$	138.69	 
	Chow
	 	Stephen Y.	 	$	262.10	 
	Silveira
	 	Rachelle L.	 	$	1,151.11	 
	Oukaroune
	 	Souphaly	 	$	10.64	 
	Fedie
	 	Byron	 	$	25.12	 






Special Contribution for Certain Former Employees of Cardiac Pathways




     Pursuant to Section C.1, the Participating Employers made, in 2002, a special contribution on
behalf of each Participant who (i) formerly participated in the
Cardiac Pathways Corporation 401(k) Plan (the “Cardiac Plan”), (ii) earned in the aggregate less
than $60,000 in 2001 from Boston Scientific Corporation and Cardiac Pathways Corporation, and (iii)
was actively employed by Boston Scientific Corporation as of the last day of the Plan Year. Such
contribution for each eligible Participant shall equal 35% of such Participant’s “projected
elective deferral amount”. For purposes of this paragraph, “projected elective deferral amount”
means the amount that the Participant would have deferred under the Cardiac Plan from



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August 8, 2001 through December 31, 2001 if the Cardiac Plan had not been terminated and if the
Participant’s elective deferral election under the Cardiac Plan as of August 7, 2001 had remained
the same for the remainder of the year.




Special Discretionary Contribution for 2004




     Special Discretionary Contribution. For the Plan Year ending on December 31,
2004, the Participating Employers contributed a Discretionary Contribution to the Plan
solely in accordance with the following provisions, notwithstanding any provision in Section
4.4 to the contrary (such Discretionary Contribution made pursuant to these provisions to be
referred to as the “Special Discretionary Contribution”). The Special Discretionary
Contribution was made in cash and credited to the Accounts of Employees who:




     (i) were Eligible Employees on the last day of the Plan Year, or




     (ii) had ceased to be Eligible Employees during the Plan Year by reason of
severance from employment after attaining age 62 or on account of death or
Disability;




provided, however, that each such Employee (x) had satisfied the age requirement of Section
3.1(b)(iii) as of the last day of the Plan Year (or satisfied such age requirement as of the
date of death, severance from employment, or Disability, if applicable under clause (ii) of
this sentence), and (y) was not a nonresident alien who has no United States source income.




     (b) The amount of any such Special Discretionary Contribution that was allocated and
credited to the Discretionary Contribution Account of each Employee described in subsection
(a) above was determined according to the following formula:




     3% x C x Y


where C meant such Employee’s Compensation for the Plan Year ending on December 31, 2004, and Y
meant one-twelfth of the Employee’s number of complete months of service with an Affiliated
Employer, determined at the close of the Plan Year ending on December 31, 2004. For purposes of
determining an Employee’s months of service under the immediately preceding sentence, an Employee
who was employed by a business or employer that the Plan Sponsor acquired through the acquisition
either of assets or stock had his or her prior service with such other employer taken into account
as if it were service with an Affiliated Employer, provided that such Employee was employed by such
other employer immediately prior to such acquisition. The amount allocated hereunder to any
Employee was reduced to the extent necessary to satisfy the limitation of Section 14.2, and to
prevent the allocation from exceeding $41,000, and the excess was not reallocated to any other
Employee.



Notwithstanding the provisions of Section 2.8(c), solely for purposes of allocating this Special
Discretionary Contribution for the Plan Year ending December 31, 2004, Compensation did not include
commissions actually paid to any Employee for such Plan Year, but instead included an


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amount equal
to the average annual aggregate commissions paid to any Employee for the three Plan Years ending in
2002, 2003, and 2004.




     Vesting of Special Discretionary Contributions. Notwithstanding the provisions of
Section 8.2, a Participant who was an Eligible Employee on December 31, 2007 shall have a vested
interest in 100% of any Special Discretionary Contribution that was allocated to his or her
Discretionary Contribution Account.




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