Exhibit 10.6


CURTISS-WRIGHT CORPORATION

SAVINGS AND INVESTMENT PLAN


AMENDED AND RESTATED,

effective as of January 1, 2010,

except as otherwise specified






i


CURTISS-WRIGHT CORPORATION

SAVINGS AND INVESTMENT PLAN


TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 


	
PREAMBLE

	
 

	
1


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
1: DEFINITIONS

	
 

	
2


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
2: ELIGIBILITY AND MEMBERSHIP

	
 

	
11


	
 

	
 

	
 

	
 

	
 


	
2.01

	
 

	
Eligibility

	
 

	
11


	
2.02

	
 

	
Membership

	
 

	
11


	
2.03

	
 

	
Reemployment of
Former Employees and Former Members

	
 

	
12


	
2.04

	
 

	
Termination of
Membership

	
 

	
12


	
2.05

	
 

	
Year-end
Membership List

	
 

	
12


	
2.06

	
 

	
Automatic
Membership

	
 

	
12


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
3: CONTRIBUTIONS

	
 

	
14


	
 

	
 

	
 

	
 

	
 


	
3.01

	
 

	
Deferred Cash
Contributions

	
 

	
14


	
3.02

	
 

	
Catch-Up
Contributions

	
 

	
15


	
3.03

	
 

	
Automatic
Contribution Arrangement

	
 

	
15


	
3.04

	
 

	
Roth Deferred Cash
Contributions

	
 

	
17


	
3.05

	
 

	
After-Tax
Contributions

	
 

	
18


	
3.06

	
 

	
Limitation on
Deferred Cash and After-Tax Contributions

	
 

	
18


	
3.07

	
 

	
Employer Matching
Contributions prior to September 1, 1994

	
 

	
18


	
3.08

	
 

	
Rollover Contributions

	
 

	
18


	
3.09

	
 

	
Change in
Contributions

	
 

	
20


	
3.10

	
 

	
Suspension of
Contributions

	
 

	
20


	
3.11

	
 

	
Actual Deferral
Percentage Test

	
 

	
21


	
3.12

	
 

	
Contribution
Percentage Test

	
 

	
22


	
3.13

	
 

	
Additional
Discrimination Testing Provisions

	
 

	
23


	
3.14

	
 

	
Maximum Annual
Additions

	
 

	
25


	
3.15

	
 

	
Return of
Contributions

	
 

	
26


	
3.16

	
 

	
Contributions
during Periods of Military Leave

	
 

	
27


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
4: INVESTMENT OF CONTRIBUTIONS

	
 

	
29


	
 

	
 

	
 

	
 

	
 


	
4.01

	
 

	
Investment Funds

	
 

	
29


	
4.02

	
 

	
Investment of Members’
Accounts

	
 

	
29


	
4.03

	
 

	
Responsibility for
Investments

	
 

	
29


	
4.04

	
 

	
Change of Election
for Current and Future Contributions

	
 

	
29


	
4.05

	
 

	
Reallocation of
Accounts Among the Funds

	
 

	
30


	
4.06

	
 

	
Limitations
Imposed by Contract

	
 

	
30


	
4.07

	
 

	
ERISA Section
404(c) Compliance

	
 

	
30


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
5: VALUATION OF THE ACCOUNTS

	
 

	
31


	
 

	
 

	
 

	
 

	
 


	
5.01

	
 

	
Valuation of
Member Accounts

	
 

	
31


	
5.02

	
 

	
Right to Change
Procedures

	
 

	
31












ii


	
 

	
 

	
 

	
 

	
 


	
5.03

	
 

	
Statement of
Accounts

	
 

	
31


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
6: VESTED PORTION OF ACCOUNTS

	
 

	
32


	
 

	
 

	
 

	
 

	
 


	
6.01

	
 

	
Member Account,
Deferred Account, Roth Deferred Cash Contribution Account and Rollover
Contributions Account

	
 

	
32


	
6.02

	
 

	
Employer Account

	
 

	
32


	
6.03

	
 

	
Disposition of
Forfeitures

	
 

	
32


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
7: WITHDRAWALS WHILE STILL EMPLOYED

	
 

	
34


	
 

	
 

	
 

	
 

	
 


	
7.01

	
 

	
Withdrawal of
After-Tax Contributions

	
 

	
34


	
7.02

	
 

	
Withdrawal of
Rollover Contributions Account

	
 

	
34


	
7.03

	
 

	
Withdrawal After
Age 591⁄2

	
 

	
34


	
7.04

	
 

	
Hardship
Withdrawal

	
 

	
34


	
7.05

	
 

	
Procedures and
Restrictions

	
 

	
37


	
7.06

	
 

	
Determination of
Vested Portion of Employer Account

	
 

	
37


	
7.07

	
 

	
Separate
Contracts

	
 

	
38


	
7.08

	
 

	
Active Military
Duty Withdrawals

	
 

	
38


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
8: LOANS TO MEMBERS

	
 

	
39


	
 

	
 

	
 

	
 

	
 


	
8.01

	
 

	
Eligibility

	
 

	
39


	
8.02

	
 

	
Amount Available

	
 

	
39


	
8.03

	
 

	
Interest

	
 

	
39


	
8.04

	
 

	
Security for Loan

	
 

	
39


	
8.05

	
 

	
Terms

	
 

	
40


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
9: DISTRIBUTION OF ACCOUNTS UPON TERMINATION OF EMPLOYMENT, DISABILITY OR
DEATH

	
 

	
42


	
 

	
 

	
 

	
 

	
 


	
9.01

	
 

	
Eligibility

	
 

	
42


	
9.02

	
 

	
Form of
Distribution

	
 

	
42


	
9.03

	
 

	
Date of Payment of
Distribution

	
 

	
42


	
9.04

	
 

	
Age 701⁄2 Required
Distribution

	
 

	
42


	
9.05

	
 

	
Status of Accounts
Pending Distribution

	
 

	
44


	
9.06

	
 

	
Proof of Death and
Right of Beneficiary or Other Person

	
 

	
45


	
9.07

	
 

	
Distribution Limitation

	
 

	
45


	
9.08

	
 

	
Direct Rollover of
Certain Distributions

	
 

	
45


	
9.09

	
 

	
Waiver of Notice
Period

	
 

	
47


	
9.10

	
 

	
Worker, Retiree,
and Employer Recovery Act of 2008

	
 

	
47


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
10: ADMINISTRATION OF PLAN

	
 

	
48


	
 

	
 

	
 

	
 

	
 


	
10.01

	
 

	
Appointment of Administrative
Committee

	
 

	
48


	
10.02

	
 

	
Duties of
Administrative Committee

	
 

	
48


	
10.03

	
 

	
Individual
Accounts

	
 

	
49


	
10.04

	
 

	
Meetings

	
 

	
49


	
10.05

	
 

	
Action of Majority

	
 

	
49


	
10.06

	
 

	
Compensation and
Bonding

	
 

	
49


	
10.07

	
 

	
Establishment of
Rules

	
 

	
49


	
10.08

	
 

	
Prudent Conduct

	
 

	
50


	
10.09

	
 

	
Service in More
Than One Fiduciary Capacity

	
 

	
50












iii


	
 

	
 

	
 

	
 

	
 


	
10.10

	
 

	
Limitation of
Liability

	
 

	
50


	
10.11

	
 

	
Indemnification

	
 

	
50


	
10.12

	
 

	
Claims Review
Procedure

	
 

	
50


	
10.13

	
 

	
Named Fiduciary

	
 

	
51


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
11: MANAGEMENT OF FUNDS

	
 

	
52


	
 

	
 

	
 

	
 

	
 


	
11.01

	
 

	
Trust Agreement

	
 

	
52


	
11.02

	
 

	
Exclusive Benefit
Rule

	
 

	
52


	
11.03

	
 

	
Investment,
Management and Control

	
 

	
52


	
11.04

	
 

	
Payment of Certain
Expenses

	
 

	
52


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
12: AMENDMENT, MERGER AND TERMINATION

	
 

	
53


	
 

	
 

	
 

	
 

	
 


	
12.01

	
 

	
Amendment of Plan

	
 

	
53


	
12.02

	
 

	
Merger,
Consolidation or Transfer

	
 

	
53


	
12.03

	
 

	
Additional
Participating Employers

	
 

	
53


	
12.04

	
 

	
Termination of
Plan

	
 

	
54


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
13: GENERAL PROVISIONS

	
 

	
56


	
 

	
 

	
 

	
 

	
 


	
13.01

	
 

	
Nonalienation

	
 

	
56


	
13.02

	
 

	
Conditions of
Employment Not Affected by Plan

	
 

	
56


	
13.03

	
 

	
Facility of
Payment

	
 

	
57


	
13.04

	
 

	
Information

	
 

	
57


	
13.05

	
 

	
Top-Heavy
Provisions

	
 

	
57


	
13.06

	
 

	
Written Elections

	
 

	
59


	
13.07

	
 

	
Construction

	
 

	
59


	
13.08

	
 

	
Electronic
Provision of Notices to Members

	
 

	
60


	
13.09

	
 

	
Prevention of
Escheat

	
 

	
60


	
13.10

	
 

	
Blackout Periods

	
 

	
60


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
14: HURRICANE KATRINA RELIEF

	
 

	
61


	
 

	
 

	
 

	
 

	
 


	
14.01

	
 

	
Qualified
Individual

	
 

	
61


	
14.02

	
 

	
Hurricane Katrina
Distribution

	
 

	
61


	
14.03

	
 

	
No Rollover
Treatment

	
 

	
62


	
14.04

	
 

	
Recontributions

	
 

	
62


	
14.05

	
 

	
Loan Amount

	
 

	
62


	
14.06

	
 

	
Documentation
Requirements

	
 

	
63


	
 

	
 

	
 

	
 

	
 


	
APPENDIX
A: SPECIAL RULES APPLICABLE TO ACQUIRED ENTITIES

	
 

	
65












1


PREAMBLE


Curtiss-Wright Corporation (“the Company”) has established the Curtiss-Wright Corporation
Savings and Investment Plan (the “Plan”) to assist eligible employees in saving
for retirement. The Plan is a continuation of the Curtiss-Wright
Corporation Employee Savings Plan and the Curtiss-Wright Corporation Deferred
Compensation Plan, which plans were merged effective September 1, 1994 and, as
so merged, were renamed the Curtiss-Wright Corporation Savings and Investment
Plan. The Plan has since been amended from
time to time. 


The Plan is intended to be a qualified plan
under Section 401(a) of the Internal Revenue Code (the “Code”) that
includes a qualified cash or deferred arrangement pursuant to
Section 401(k) of the Code. 


The Plan was most recently amended and
restated in its entirety as of January 1, 2001 (“the January 1, 2001
Restatement”), which restatement also reflected provisions that became
effective on dates later than the initial effective date thereof. Subsequent to
the January 1, 2001 Restatement, the Plan has been amended to maintain
compliance with applicable law and regulations and for other purposes. This
Amendment and Restatement of the Plan as of January 1, 2010 incorporates
amendments heretofore made to the Plan and makes additional amendments to the
Plan. The amendments hereby made to the January 1, 2001 Restatement, as
heretofore amended, are effective as of January 1, 2010, except as
otherwise specified herein, provided, however, that the effective date of any
provision or provisions of the Plan shall, to the extent required by specific
provisions of the Plan, the Economic Growth and Tax Relief Reconciliation Act
of 2001, (with technical corrections made by the Job Creation and Worker
Assistance Act of 2002), the American Jobs Creation Act of 2004, Katrina
Emergency Tax Relief Act of 2005, the Pension Protection Act of 2006, the
Heroes Earnings Assistance and Relief Tax Act of 2008 and the Worker, Retiree,
and Employer Recovery Act of 2008 or other law, be any such earlier or other effective
date required by the Plan, such acts, or such law.






2


CURTISS-WRIGHT CORPORATION

SAVINGS AND INVESTMENT PLAN


ARTICLE 1: DEFINITIONS


	
 

	
 

	
 

	
 


	
1.01

	
 “Accounts” means the Employer Account, the
Member Account, the Deferred Account, the Catch-Up Account, the Rollover
Contributions Account, the Roth Deferred Cash Contribution Account and the
Roth Catch-Up Account.


	
 

	
 


	
1.02

	
 “Acquired Forfeiture Account” means the account credited with
forfeitures transferred to the Plan from defined contribution plans of entities
that were acquired by the Employer or an Affiliated Employer.


	
 

	
 


	
1.03

	
 “Actual Deferral Percentage” means, with respect to a
specified group of Employees, the average of the ratios, calculated
separately for each Employee in that group, of


	
 

	
 


	
 

	
 

	
(a)

	
the amount of Deferred Cash Contributions made pursuant to Section
3.01 for a Plan Year and the amount of Roth Deferred Cash Contributions made
pursuant to Section 3.04 for a Plan Year (including Deferred Cash
Contributions and Roth Deferred Cash Contributions returned to a Highly
Compensated Employee under Section 3.01(c) and Deferred Cash Contributions
and Roth Deferred Cash Contributions returned to any Employee pursuant to
Section 3.01(d)), to 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
the Employees’ Statutory Compensation for that entire Plan Year,
provided that, upon direction of the Administrative Committee, Statutory
Compensation for a Plan Year shall only be counted if received during the
period an Employee is, or is eligible to become, a Member. 


	
 

	
 

	
 

	
 


	
 

	
The Actual Deferral Percentage for each group and the ratio
determined for each Employee in the group shall be calculated to the nearest
one one-hundredth of one percent (0.01%). For purposes of determining the
Actual Deferral Percentage for a Plan Year, Deferred Cash Contributions and
Roth Deferred Cash Contributions may be taken into account for a Plan Year
only if they:


	
 

	
 


	
 

	
 

	
(a)

	
relate to compensation that either would have been received by the
Employee in the Plan Year but for the deferral election, or are attributable
to services performed by the Employee in the Plan Year and would have been
received by the Employee within 21⁄2 months after the close of the Plan Year
but for the deferral election, 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
are allocated to the Employee as of a date within that Plan Year and
the allocation is not contingent on the participation or performance of
service after such date, and












3


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
are actually paid to the Trustee no later than 12 months after the
end of the Plan Year to which the contributions relate. 


	
 

	
 

	
 

	
 


	
1.04

	
 “Administrative Committee” means the person(s) appointed by
the Company to act on behalf of the Company as the sponsor and “named
fiduciary” (within the meaning of Section 402(a)(2) of ERISA), as
appropriate, with respect to Plan administrative matters. When performing any
activity or exercising any authority under the provisions of the Plan, the
Administrative Committee shall be deemed to act solely on behalf of the
Company, and not in an individual capacity.


	
 

	
 


	
1.05

	
 “Affiliated Employer” means any company which is a
member of a controlled group of corporations (as defined in Section 414(b) of
the Code) which also includes as a member the Employer; any trade or business
under common control (as defined in Section 414(c) of the Code) with the
Employer; any organization (whether or not incorporated) which is a member of
an affiliated service group (as defined in Section 414(m) of the Code) which
includes the Employer; and any other entity required to be aggregated with
the Employer pursuant to regulations under Section 414(o) of the Code.
Notwithstanding the foregoing, for purposes of Sections 1.31 and 3.14, the
definitions in Sections 414(b) and (c) of the Code shall be modified by
substituting the phrase “more than 50 percent” for the phrase “at least 80
percent” each place it appears in Section 1563(a)(1) of the Code. 


	
 

	
 


	
1.06

	
 “After-Tax Contributions” means amounts contributed pursuant
to Section 3.05. 


	
 

	
 


	
1.07

	
 “Annual Dollar Limit” means $245,000 as adjusted from
time to time for cost of living in accordance with Section 401(a)(17)(B) of
the Code. 


	
 

	
 


	
1.08

	
 “Annuity Starting Date” means the first day of the first
period for which an amount is paid, as an annuity or in any other form,
following a Member’s retirement or termination of employment. 


	
 

	
 


	
1.09

	
 “Beneficiary” means any person or persons
designated by a Member to receive any benefits payable in the event of the
Member’s death. However, a married Member’s spouse shall be deemed to be his
Beneficiary unless or until he elects another Beneficiary with Spousal
Consent. If no Beneficiary designation is in effect at the Member’s death, or
if no person or persons so designated survives the Member, the Member’s
surviving spouse, if any, shall be deemed to be the Beneficiary; otherwise
the Beneficiary shall be the personal representative of the estate of the
Member. 


	
 

	
 


	
1.10

	
 “Board of Directors” means the Board of Directors of
Curtiss-Wright Corporation. 


	
 

	
 


	
1.11

	
 “Casual
Employee” means an Employee who, under the Employer’s
generally applicable payroll and human resources practices,


	
 

	
 


	
 

	
 

	
(a)

	
is hired for an assignment of a limited nature and duration, which
shall not exceed 90 days; and












4


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
is classified as being in inactive status upon the completion of an
assignment, subject to recall for another assignment of limited nature and
duration.


	
 

	
 

	
 

	
 


	
1.12

	
 “Catch-Up Account” means the account credited with
the Catch-Up Contributions made on a Member’s behalf and earnings on those
contributions.


	
 

	
 


	
1.13

	
 “Catch-Up Contributions” means
amounts contributed to the Plan that satisfy the requirements of Section
3.02.


	
 

	
 


	
1.14

	
 “Code” means the Internal Revenue Code of
1986, as amended from time to time. 


	
 

	
 


	
1.15

	
 “Compensation” means the total of an Employee’s
compensation paid by the Employer during any Plan Year prior to any reduction
for deferred compensation under Section 401(k) of the Code, or pursuant to a
cafeteria plan under Section 125 of the Code, or pursuant to a qualified
transportation fringe under Section 132(f) of the Code. 


	
 

	
 


	
 

	
Compensation shall not include: (i) relocation allowances; (ii)
severance pay; (iii) any kind of stock payment; (iv) additional compensation
granted in connection with “away from original home assignments”; or (v)
imputed value of group life insurance premiums under Section 79 of the Code.
Effective January 1, 2009, Compensation shall also include “differential wage
payments” pursuant to the Heroes Earnings Assistance and Relief Tax Act of
2008.


	
 

	
 


	
 

	
Compensation shall not exceed the Annual Dollar Limit.


	
 

	
 


	
1.16

	
 “Contribution Percentage” means, with respect to a specified
group of Employees, the average of the ratios, calculated separately for each
Employee in that group, of 


	
 

	
 


	
 

	
 

	
(a)

	
the sum of the Employee’s After-Tax Contributions and Matching
Contributions for that Plan Year, to 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
his Statutory Compensation for that entire Plan Year; provided that,
upon direction of the Administrative Committee, Statutory Compensation for a
Plan Year shall only be counted if received during the period an Employee is,
or is eligible to become, a Member. 


	
 

	
 

	
 

	
 


	
 

	
The Contribution Percentage for each group and the ratio determined
for each Employee in the group shall be calculated to the nearest one
one-hundredth of one percent (0.01%).


	
 

	
 


	
1.17

	
 “Deferred Account” means the account credited with
the Deferred Cash Contributions made on a Member’s behalf and earnings on
those contributions.


	
 

	
 


	
1.18

	
 “Deferred Cash Contributions” means amounts contributed pursuant
to Section 3.01. 


	
 

	
 


	
1.19

	
 “Automatic Deferred Cash Contributions” means amounts contributed pursuant
to Section 3.03.












5


	
 

	
 

	
 

	
 


	
1.20

	
 “Disability” means total and permanent
disability. A Member shall be deemed to be totally and permanently disabled
when, on the basis of medical evidence satisfactory to the Administrative
Committee, he is found to be wholly and permanently prevented from engaging
in any occupation or employment for wages or profit as a result of bodily
injury or disease, either occupationally or nonoccupationally caused, but not
as a result of bodily injury or disease which originated from service in the
Armed Forces of any country. 


	
 

	
 


	
1.21

	
 “Earnings” means the amount of income to be
returned with any excess deferrals, excess contributions, or excess aggregate
contributions under Section 3.01, 3.11 or 3.12. Income on excess deferrals
and excess contributions shall be determined (a) by multiplying allocable
gain or loss on the Deferred Account and Roth Deferred Cash Contribution
Account (excluding Catch-Up Contributions, Roth Catch-Up Contributions and
income attributable to Catch-Up Contributions and Roth Catch-Up
Contributions) for the Plan Year by a fraction, the numerator of which is the
excess deferrals or excess contributions, as the case may be, for the Plan
Year and the denominator of which is the sum of the balances of the Deferred
Account and the Roth Deferred Cash Contribution Account at the end of the
Plan Year, disregarding any income or loss occurring during the Plan Year,
and (b) by adding to the amount determined under clause (a) 10 percent of the
amount determined under clause (a) for Plan Years beginning prior to January
1, 2008, multiplied by the number of whole calendar months between the end of
the Plan Year and the date of the distribution, counting the month of
distribution if the distribution occurs after the 15th day of the month.
Income on excess aggregate contributions shall be determined in a similar
manner by substituting the sum of the allocable gain or loss on the Employer
Account and Member Account for the Deferred Account and Roth Deferred Cash
Contribution Account, and the excess aggregate contributions for the excess
deferrals and excess contributions in the preceding sentence.


	
 

	
 


	
1.22


	
 “Effective Date.” The Effective Date of the Plan is
July 1, 1982. The Effective Date of this amendment and restatement of the
Plan is January 1, 2010, except as otherwise provided herein, or as required
by applicable law.


	
 

	
 

	
 

	
 


	
1.23

	
 “Employee” means a person employed by the
Employer who receives stated compensation other than a pension, severance pay,
retainer, or fee under contract; however, the term “Employee” excludes any
non-resident alien, any Leased Employee, and any person who is included in a
unit of employees covered by a collective bargaining agreement that does not
provide for his membership in the Plan. Any
person deemed to be an independent contractor by any Employer and paid by the
Employer in accordance with its practices for the payment of independent
contractors, including the provision of tax reporting on Internal Revenue
Service Form 1099, shall be excluded from the definition of Employee for
all purposes under the Plan, notwithstanding any subsequent reclassification
of such person for any purpose under the Code, whether agreed to by the
Employer or adjudicated under applicable law.


	
 

	
 

	
 

	
 


	
 

	
The term “employee” as used in this Plan,
means any individual who is employed by the Employer or an Affiliated
Employer as a common law employee of the Employer or Affiliated Employer,
regardless of whether the individual is an “Employee” and any Leased
Employee.












6


	
 

	
 

	
 

	
 


	
1.24

	
 “Employer” means Curtiss-Wright Corporation
or any successor by merger, purchase or otherwise, with respect to its
employees; or any other company participating in the Plan as provided in
Section 12.03, with respect to its employees. 


	
 

	
 

	
 

	
 


	
1.25

	
 “Employer Account” means the account credited with
Matching Contributions and earnings on those contributions. 


	
 

	
 

	
 

	
 


	
1.26

	
 “Enrollment Date” means the Effective Date and the
first day of any payroll period following that date. 


	
 

	
 

	
 

	
 


	
1.27

	
 “ERISA” means the Employee Retirement
Income Security Act of 1974, as amended from time to time. 


	
 

	
 

	
 

	
 


	
1.28

	
 “Fund” or “Investment Fund” means the fund or funds in which
contributions to the Plan are invested in accordance with Article 4. 


	
 

	
 

	
 

	
 


	
1.29

	
 “Highly Compensated Employee” means for a Plan Year any employee
of the Employer or an Affiliated Employer (whether or not eligible for
membership in the Plan) who:


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
was a 5 percent owner of the Employer (as defined in Section 416(i)
of the Code) for such Plan Year or the prior Plan Year, or


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
for the preceding Plan Year received Statutory Compensation in excess
of $110,000, and was among the highest 20 percent of employees of the
Employer for the preceding Plan Year when ranked by Statutory Compensation
paid for that year, excluding, for the purpose of such determination,
employees described in Section 414(q)(5) of the Code. The $110,000
dollar amount in the preceding sentence shall be adjusted from time to time
for cost of living in accordance with Section 414(q)(1) of the Code.


	
 

	
 

	
 

	
 


	
 

	
Notwithstanding the foregoing, employees who are nonresident aliens
and who receive no earned income from the Employer or an Affiliated Employer
which constitutes income from sources within the United States shall be
disregarded for all purposes of this Section.


	
 

	
 

	
 

	
 


	
 

	
The Employer’s top-paid group election as set forth in subsection (b)
shall be used consistently in determining Highly Compensated Employees for
determination years of all employee benefit plans of the Employer and
Affiliated Employers for which Section 414(q) of the Code applies (other than
a multiemployer plan) that begin with or within the same calendar year, until
such election is changed by Plan amendment in accordance with IRS requirements.



	
 

	
 

	
 

	
 


	
 

	
The provisions of this Section shall be further subject to such
additional requirements as shall be described in Section 414(q) of the
Code and its applicable regulations, which shall override any aspects of this
Section inconsistent therewith.


	
 

	
 

	
 

	
 


	
1.30

	
 “Hour of Service” means, with respect to any
applicable computation period, 












7


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
each hour for which the employee is paid or entitled to payment for
the performance of duties for the Employer or an Affiliated Employer; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
each hour for which the employee is paid or entitled to payment by
the Employer or an Affiliated Employer on account of a period during which no
duties are performed, whether or not the employment relationship has
terminated, due to vacation, holiday, illness, incapacity (including
disability), layoff, jury duty, military duty or leave of absence, but not
more than 501 hours for any single continuous period; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
each hour for which back pay, irrespective of mitigation of damages,
is either awarded or agreed to by the Employer or an Affiliated Employer,
excluding any hour credited under (a) or (b), which shall be credited to the
computation period or periods to which the award, agreement or payment
pertains rather than to the computation period in which the award, agreement
or payment is made. 


	
 

	
 

	
 

	
 


	
 

	
No hours shall be credited on account of any period during which the
employee performs no duties and receives payment solely for the purpose of
complying with unemployment compensation, workers’ compensation or disability
insurance laws. 


	
 

	
 

	
 

	
 


	
 

	
Hours of Service credited shall be determined as required by Title 29
of the Code of Federal Regulations, Sections 2530.200b-2(b) and (c). 


	
 

	
 

	
 

	
 


	
1.31

	
 “Leased Employee” means any person (other than a
common law employee of the Employer) who, pursuant to an agreement between
the Employer and any other person (“leasing organization”), has performed
services for the Employer or any related persons determined in accordance
with Section 414(n)(6) of the Code on a substantially full-time basis for a
period of at least one year and such services are performed under the primary
direction of or control by the Employer. In the case of any person who is a
Leased Employee before or after a period of service as an Employee, the
entire period during which he has performed services as a Leased Employee
shall be counted as service as an Employee for all purposes of the Plan,
except that he shall not, by reason of that status, become a Member of the
Plan.


	
 

	
 

	
 

	
 


	
1.32

	
 “Matching Contributions” means amounts contributed
pursuant to Section 3.07 prior to September 1, 1994, at which time Matching
Contributions ceased. The term Matching Contributions shall also refer to
amounts transferred to the Plan in a transaction described in Section 12.02
that had been accounted for as matching contributions under the terms of the
transferor plan.


	
 

	
 

	
 

	
 


	
1.33

	
 “Member” means any person included in the
membership of the Plan as provided in Article 2. 


	
 

	
 

	
 

	
 


	
1.34

	
 “Covered Member” means any eligible Employee who
is covered by the Automatic Contribution Arrangement under Section 3.03. 












8


	
 

	
 

	
 

	
 


	
1.35

	
 “Member Account” means the account credited with
the After-Tax Contributions and earnings on those contributions.


	
 

	
 

	
 

	
 


	
1.36

	
 “Nonhighly Compensated Employee” means for any Plan Year an
employee of the Employer or an Affiliated Employer who is not a Highly
Compensated Employee for that Plan Year. 


	
 

	
 

	
 

	
 


	
1.37

	
 “Plan” means the Curtiss-Wright
Corporation Savings and Investment Plan as set forth in this document or as
amended from time to time. The Plan is a continuation of the Curtiss-Wright
Corporation Employee Savings Plan and the Curtiss-Wright Corporation Deferred
Compensation Plan, which plans were merged effective September 1, 1994. 


	
 

	
 

	
 

	
 


	
1.38

	
 “Plan Year” means the 12-month period
beginning on any January 1. 


	
 

	
 

	
 

	
 


	
1.39

	
 “Rollover Contributions Account” means, except as provided below,
the account credited with Rollover Contributions made by a Member and
earnings on those contributions. Before-tax amounts rolled over from an
eligible deferred compensation plan under Section 457(b) of the Code that is
maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state shall be
accounted for separately within the Rollover Contributions Account. Beginning
January 1, 2010, amounts attributable to Roth Deferred Cash Contributions
directly rolled over from a plan qualified under Section 401(a) of the Code
shall be credited to a Member’s Roth Deferred Cash Contribution Account.


	
 

	
 

	
 

	
 


	
1.40

	
 “Rollover Contributions” mean amounts contributed pursuant
to Section 3.08. 


	
 

	
 

	
 

	
 


	
1.41

	
 “Roth Catch-Up Account” means the account credited with
the Roth Catch-Up Contributions made on a Member’s behalf and earnings on those
contributions.


	
 

	
 

	
 

	
 


	
1.42

	
 “Roth Catch-Up Contributions” means amounts contributed
pursuant to Section 3.04 that are (a) designated irrevocably by the Member at
the time the election is made as a Roth Catch-Up Contribution that is being
made in lieu of all or a portion of the Catch-Up Contributions the Member is
otherwise eligible to make under the Plan; and (b) treated by the Employer as
includible in the Member’s income at the time the Member would have received
that amount in cash if the Member had not made an election.


	
 

	
 

	
 

	
 


	
1.43

	
 “Roth Deferred Cash Contribution Account” means the account credited with
the Roth Deferred Cash Contributions made on a Member’s behalf and earnings
on those contributions.


	
 

	
 

	
 

	
 


	
1.44

	
 “Roth Deferred Cash Contributions” means amounts contributed pursuant
to Section 3.04 that are (a) designated irrevocably by the Member at the time
the election is made as a Roth Deferred Cash Contribution that is being made
in lieu of all or a portion of the Deferred Cash Contributions the Member is
otherwise eligible to make under the Plan; and (b) treated by the Employer as
includible in the Member’s income at the time the Member would have received
that amount in cash if the Member had not made an election.












9


	
 

	
 

	
 

	
 


	
1.45

	
 “Severance Date” means, solely for purposes of
determining an employee’s Vesting Service under Section 1.54, the earlier of:



	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
the date an employee quits, retires, is discharged or dies, or 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
the first anniversary of the date on which an employee is first
absent from service, with or without pay, for any reason such as vacation,
sickness, disability, layoff or leave of absence. 


	
 

	
 

	
 

	
 


	
1.46

	
 “Spousal Consent” means the written consent of a
Member’s spouse to the Member’s election of a specified form of benefit or
designation of a specified Beneficiary. The spouse’s consent shall be
witnessed by a Plan representative or notary public and shall acknowledge the
effect on the spouse of the Member’s election. The requirement for spousal
consent may be waived by the Administrative Committee if it believes there is
no spouse, or the spouse cannot be located, or because of such other
circumstances as may be established by applicable law.


	
 

	
 

	
 

	
 


	
1.47

	
 “Statutory Compensation” means wages, salaries, and other
amounts paid in respect of an employee for services actually rendered to an
Employer or an Affiliated Employer, including by way of example, overtime,
bonuses, and commissions, but excluding deferred compensation, stock options,
and other distributions which receive special tax benefits under the Code.
For purposes of determining Highly Compensated Employees under
Section 1.29 and key employees under Section 13.05(a)(iii), Statutory
Compensation shall include amounts contributed by the Employer pursuant to a salary
reduction agreement which are not includible in the gross income of the
employee under Sections 125, 132(f), 402(e)(3), 402(h), or 403(b) of the
Code. For all other purposes, Statutory Compensation shall also include the
amounts referred to in the preceding sentence, unless the Administrative
Committee directs otherwise for a particular Plan Year. Effective for Plan
Years and limitation years (as defined in Section 3.14(a)) beginning on and
after July 1, 2007, Statutory Compensation shall not exceed the Annual Dollar
Limit. 


	
 

	
 

	
 

	
 


	
1.48

	
 “Subsidiary” means any corporation controlled
by Curtiss-Wright Corporation or by another subsidiary of Curtiss-Wright
Corporation. 


	
 

	
 

	
 

	
 


	
1.49

	
 “Temporary
Employee” means an Employee who, under the Employer’s generally applicable
payroll and human resources practices,


	
 

	
 


	
 

	
 

	
(a)

	
is hired for a specific assignment of limited scope that will have a
duration of at least 90 days; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
is hired subject to the condition that he will be terminated upon
completion of such specific assignment.


	
 

	
 

	
 

	
 


	
1.50

	
 “Trust” or “Trust Fund” means the fund established by the Board of
Directors as part of the Plan into which contributions are to be made and
from which benefits are to be paid in accordance with the terms of the Plan. 












10


	
 

	
 

	
 

	
 


	
1.51

	
 “Trustee” means the trustee or trustees
holding the funds of the Plan as provided in Article 11. 


	
 

	
 

	
 

	
 


	
1.52

	
 “Valuation Date” means the last business day of
each calendar month or such more frequent dates as the Administrative
Committee shall establish. 


	
 

	
 

	
 

	
 


	
1.53

	
 “Vested Portion” means the portion of the Accounts
in which the Member has a nonforfeitable interest as provided in Article 6
or, if applicable, Section 13.05. 


	
 

	
 

	
 

	
 


	
1.54

	
 “Vesting Service” means, with respect to any
employee, his period of employment with the Employer or any Affiliated
Employer, whether or not as an Employee, beginning on the date he first
completes an Hour of Service and ending on his Severance Date, provided that:



	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
if his employment terminates and he is reemployed within one year of
the earlier of (i) his date of termination or (ii) the first day of an
absence from service immediately preceding his date of termination, the
period between his Severance Date and his date of reemployment shall be
included in his Vesting Service; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
if he is absent from the service of the Employer or any Affiliated
Employer because of service in the Armed Forces of the United States and he
returns to service with the Employer or an Affiliated Employer having applied
to return while his reemployment rights were protected by law, the absence
shall be included in his Vesting Service; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
if he is on a leave of absence approved by the Employer, under rules
uniformly applicable to all Employees similarly situated, the Employer may
authorize the inclusion in his Vesting Service of any portion of that period
of leave which is not included in his Vesting Service under (a) or (b) above;
and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
if his employment terminates and he is reemployed, his Vesting
Service after reemployment shall be aggregated with his previous period or
periods of Vesting Service. 


	
 

	
 

	
 

	
 


	
1.55

	
 “Year of Eligibility Service” means, with respect to any
employee, the 12-month period of employment with the Employer or any
Affiliated Employer, whether or not as an Employee, beginning on the date he
first completes an Hour of Service upon hire or rehire, or any Plan Year
beginning after that date, in which he first completes at least 1,000 Hours
of Service.












11


ARTICLE 2: ELIGIBILITY AND MEMBERSHIP 


	
  

 	
  

 	
  

 
	
 2.01

 	
 Eligibility

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Except as
 otherwise provided in this Section, each Employee shall be eligible to become
 a Member on any Enrollment Date coinciding with or following the date he
 completes one Year of Eligibility Service. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Employees who were
 formerly employed by entities that were acquired by the Employer shall be
 subject to the special eligibility rules set forth in Appendix A.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Effective June 1,
 2000, and notwithstanding the provisions of Section 2.01(a), an Employee who
 is employed by the Enertech Engineering Services unit of Curtiss-Wright Flow
 Control Corporation shall be eligible to become a Member on any Enrollment
 Date following the date on which he first performs an Hour of Service. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Effective as of
 January 1, 2003, and notwithstanding the provisions of Section 2.01(a), but
 subject to Appendix A, each Employee shall be eligible to become a Member as
 of any Enrollment Date following the date on which he became an Employee,
 provided that he is scheduled to complete (or, if later, actually completes)
 at least 1,000 Hours of Service in a Plan Year, and provided, further,
 however, that the foregoing proviso shall not be applicable to a Temporary
 Employee who is employed by the Enertech Engineering Services unit of
 Curtiss-Wright Flow Control Corporation. In no event shall a Casual Employee
 be eligible to become a Member. 

 
	
  

 	
  

 	
  

 
	
 2.02

 	
 Membership

 
	
  

 	
  

 	
  

 
	
 An eligible
 Employee shall become a Member on the first Enrollment Date after the date he
 files a form or forms prescribed by the Administrative Committee or its
 designee on which he meets all of the following requirements:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 designates the
 percentage of Compensation he wishes to contribute to the Plan under Section
 3.05 or makes the election described in Section 3.01, 3.02, or 3.04, or any
 combination thereof.;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 authorizes the
 Employer to make regular payroll deductions or to reduce his Compensation, or
 both;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 names a
 Beneficiary; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 makes an investment
 election.

 









12 


	
  

 	
  

 
	
 2.03

 	
 Reemployment
 of Former Employees and Former Members 

 
	
  

 	
  

 
	
 Any person
 reemployed by the Employer as an Employee, who was previously a Member or who
 was previously eligible to become a Member, shall become a Member upon the filing
 of a form in accordance with Section 2.02. Any person reemployed by the
 Employer as an Employee, who was not previously eligible to become a Member,
 shall become a Member upon completing the eligibility requirements described
 in Section 2.01 and filing the appropriate form or forms in accordance with
 Section 2.02. 

 
	
  

 	
  

 
	
 2.04

 	
 Termination
 of Membership 

 
	
  

 	
  

 
	
 A Member’s
 membership shall terminate on the date he is no longer employed by the
 Employer or any Affiliated Employer unless the Member is entitled to benefits
 under the Plan, in which event his membership shall terminate when those
 benefits are distributed to him. 

 
	
  

 	
  

 
	
 2.05

 	
 Year-end
 Membership List 

 
	
  

 	
  

 
	
 On or before
 September 30th of each Plan Year, at the Administrative Committee’s request,
 the Employer shall transmit to the Administrative Committee a list of the
 Members as of December 31st of the previous year which list shall be in such
 form and shall contain such information as the Administrative Committee may
 request. 

 






	
  

 	
  

 	
  

 
	
 2.06

 	
 Automatic
 Membership

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 Notwithstanding
 any provision of the Plan to the contrary, any eligible Employee (as provided
 under Section 2.01(d)), and unless otherwise excluded under paragraph
 2.06(c), whose date of hire, rehire or acquisition is on or after January 1,
 2009 and who has not made an affirmative election to become a Member (or
 affirmatively declined to become a Member) pursuant to Section 2.02 shall
 become a Covered Member on the first Enrollment Date which is on or about 45
 days after his date of hire, rehire or acquisition, or the date he actually
 completes 1,000 hours (if applicable, pursuant to Section 2.01(d). 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Notwithstanding
 any provision of the Plan to the contrary, any eligible Employee whose date
 of hire, rehire or acquisition is on or before December 31, 2008 and who has
 not affirmatively elected to become a Member (or affirmatively declined to
 become a Member) pursuant to Section 2.02 shall become a Covered Member on
 the first Enrollment Date which is on or about 45 days after January 1, 2010.
 

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 (i)

 	
 Notwithstanding
 any provision of the Plan to contrary, any employee of Curtiss-Wright
 Controls is not eligible to become a Covered Member under (b) above. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 Notwithstanding
 any provision of the Plan to the contrary, any eligible Employee who is
 employed by Metal Improvement Company whose date of hire, rehire or
 acquisition is on or after January 1, 2010 and who has not made an
 affirmative election to become a Member (or affirmatively declined to become
 a Member) pursuant to Section 2.02 shall become a

 









13 


	
  

 	
  

 
	
  

 	
 Covered Member on
 the first Enrollment Date which is on or about 45 days after his date of
 hire, rehire or acquisition, or the date he actually completes 1,000 hours
 (if applicable, pursuant to Section 2.01(d). Any eligible Employee who is
 employed by Metal Improvement Company whose date of hire, rehire or
 acquisition is before January 1, 2010 shall not be eligible to become a
 Covered Member. 

 










14


ARTICLE 3: CONTRIBUTIONS 


	
  

 	
  

 	
  

 	
  

 
	
 3.01

 	
 Deferred Cash Contributions 

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 A Member may elect on his application filed under Section 2.02 to
 reduce his Compensation payable while a Member by at least 0.5% and not more
 than the contribution permitted by law, in multiples of 0.5%, and have that
 amount contributed to the Plan by the Employer as Deferred Cash
 Contributions. Deferred Cash Contributions shall be further limited as
 provided below and in Sections 3.11, 3.13 and 3.14. Any Deferred Cash
 Contributions shall be paid to the Trustee as soon as practicable. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 In no event shall the Member’s Deferred Cash Contributions and
 similar contributions made on his behalf by the Employer or an Affiliated
 Employer to all plans, contracts or arrangements subject to the provisions of
 Section 401(a)(30) of the Code in any calendar year exceed: the amount in
 effect for such calendar year under Section 402(g)(1) of the Code, as
 adjusted, if applicable, in accordance with Section 402(g)(4) of the Code. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If a Member’s Deferred Cash Contributions in a calendar year reach
 the dollar limitation applicable for that year, his election of Deferred Cash
 Contributions for the remainder of the calendar year will be canceled. Each
 Member affected by this paragraph (b) may elect to change or suspend the rate
 at which he makes After-Tax Contributions. As of the first pay period of the
 calendar year following such cancellation, the Member’s election of Deferred
 Cash Contributions shall again become effective in accordance with his
 previous election, unless the Member elects otherwise in accordance with
 Section 3.09.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 In the event that the sum of the Deferred Cash Contributions and
 similar contributions to any other qualified defined contribution plan
 maintained by the Employer or an Affiliated Employer exceeds the dollar
 limitation in Section 3.01(b) for any calendar year, the Member shall be
 deemed to have elected a return of Deferred Cash Contributions in excess of
 such limit (“excess deferrals”) from this Plan. The excess deferrals,
 together with Earnings, shall be returned to the Member no later than the
 April 15 following the end of the calendar year in which the excess deferrals
 were made. The amount of excess deferrals to be returned for any calendar
 year shall be reduced by any Deferred Cash Contributions previously returned
 to the Member under Section 3.11 for that calendar year. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 If a Member makes tax-deferred contributions under another qualified
 defined contribution plan maintained by an employer other than the Employer
 or an Affiliated Employer for any calendar year and those contributions when
 added to his Deferred Cash Contributions exceed the dollar limitation under
 Section 3.01(b) for that calendar year, the Member may allocate all or a portion
 of such excess deferrals to this Plan. In that event, such excess deferrals,
 together with Earnings, shall be returned to the Member no later than the
 April 15 following the 

 









15


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 end of the calendar year in which such excess deferrals were made.
 However, the Plan shall not be required to return excess deferrals unless the
 Member notifies the Administrative Committee, in writing, by March 1 of that
 following calendar year of the amount of the excess deferrals allocated to
 this Plan. The amount of any such excess deferrals to be returned for any
 calendar year shall be reduced by any Deferred Cash Contributions previously
 returned to the Member under Section 3.11 for that calendar year.

 
	
  

 	
  

 	
  

 
	
 3.02

 	
 Catch-Up Contributions

 
	
  

 	
  

 
	
 A Member who satisfies the requirements of subsection (a) for a Plan
 Year may elect, in accordance with subsection (b), to reduce his Compensation
 and to have the amount by which his Compensation is so reduced contributed to
 the Plan by his Employer as a Catch-Up Contribution, provided, however, that
 such Catch-Up Contributions shall be subject to the conditions set forth in
 subsections (c) and (d).

 
	
  

 
	
  

 	
 (a)

 	
 A Member satisfies the requirements of this paragraph for a Plan Year
 if:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 his 50th birthday is coincident with or prior to the last
 day of the Plan Year; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 either (A) the Deferred Cash Contributions made on his behalf for the
 Plan Year have reached the applicable dollar limitation for the calendar year
 coincident with such Plan Year, as set forth in Section 3.01(b) or (B) his
 percentage election, as in effect in accordance with Section 3.01(a) is equal
 to any percentage limitation imposed on such election by the Plan.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 A Member described in subsection (a) may elect to make Catch-Up
 Contributions in any percentage from 1% to 25% of his Compensation.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Any Catch-Up Contributions shall be paid to the Trustee as soon as
 practicable and shall be allocated to the Member’s Catch-Up Account. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Catch-Up Contributions made on a Member’s behalf shall be limited to
 $5,500, as adjusted in accordance with Section 414(v)(2)(C) of the Code. In
 no event shall the Member’s Catch-Up Contributions for a Plan Year exceed the
 excess of his Deferred Cash Contributions for such Plan Year over his Statutory
 Compensation for such Plan Year.

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 The provisions of this Section shall be subject to the requirements
 of Section 414(v) of the Code and Regulations thereunder. 

 
	
  

 	
  

 	
  

 
	
 3.03

 	
 Automatic Contribution Arrangement.

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 Effective January 1, 2009, Automatic Deferred Cash Contributions will
 be made on behalf of Covered Members who do not have an affirmative election
 in effect regarding Deferred Cash Contributions. The amount of Automatic
 Deferred Cash Contributions made for a Covered Member each pay period is
 equal to 3% multiplied by the Covered Member’s Compensation for that pay
 period.

 









16


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 A Covered Member will have a reasonable opportunity after receipt of
 the notice required described in (d) below to make an affirmative election
 regarding Deferred Cash Contributions (either to have no Deferred Cash
 Contributions made or to have a different amount of Deferred Cash
 Contributions made) before Automatic Deferred Cash Contributions are made on
 the Covered Member’s behalf. Automatic Deferred Cash Contributions being made
 on behalf of a Covered Member will cease as soon as administratively feasible
 after the Covered Member makes an affirmative election.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Automatic Deferred Cash Contributions will be reduced or stopped to
 meet the limitations under Sections 401(a)(17), 402(g) and 415 of the Code
 and to satisfy any suspension period required after a hardship distribution.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 At least 30 days, but not more than 90 days, before the beginning of
 the Plan Year, the Employer will provide each Covered Member a comprehensive
 notice of the Member’s rights and obligations under this Automatic
 Contribution Arrangement, written in a manner calculated to be understood by
 the average Covered Member. If an eligible Employee becomes a Covered Member
 after the 90th day before the beginning of the Plan Year and does not receive
 the notice for that reason, the notice will be provided within a reasonable
 period of time and in accordance with Section 1.414(w)-1 of the Income Tax
 Regulations. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The notice must accurately describe:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 The amount of Automatic Deferred Cash Contributions that will be made
 on the Covered Member’s behalf in the absence of an affirmative election;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 The Covered Member’s right to elect to have no Deferred Cash
 Contributions made on his behalf or to have a different amount of Deferred
 Cash Contributions made;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 How Automatic Deferred Cash Contributions will be invested in the
 absence of the investment instructions; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 The Covered Member’s right to make a withdrawal of Automatic Deferred
 Cash Contributions and the procedures for making such a withdrawal. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 No later than 75 days after the recordkeeper first receives a Covered
 Member’s Automatic Deferred Cash Contribution, the Covered Member may request
 a distribution of his Automatic Deferred Cash Contributions. In no event may
 a Covered Member request a distribution of his Automatic Deferred Cash
 Contributions later than 90 days after Automatic Deferred Cash Contributions
 are first withheld from a Covered Member’s pay. No spousal consent is
 required for such a withdrawal. The amount to be distributed from the Plan
 upon the Covered Member’s request is equal to the amount of Automatic
 Deferred Cash Contributions made through the earlier of (i) the pay date for
 the second payroll period that begins after the Covered Member’s withdrawal
 request and (ii) the first pay date that occurs after 30 days after the
 Covered Member’s request, adjusted to reflect any investment gains or losses
 attributable to those 

 









17


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 contributions through the date of distribution. Any fee charged to
 the Covered Member for the withdrawal may not be greater than any other fee
 charged for a cash distribution. Unless the Covered Member affirmatively
 elects otherwise, any withdrawal request will be treated as an affirmative
 election to stop having Automatic Deferred Cash Contributions made on the
 Covered Member’s behalf as of the date specified above.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Automatic Deferred Cash Contributions distributed pursuant to this
 paragraph (e) are not counted towards the dollar limitation on Deferred Cash
 Contributions contained in Section 402(g) of the Code, nor for the Actual
 Deferral Percentage test.

 
	
  

 	
  

 	
  

 
	
 3.04

 	
 Roth Deferred Cash Contributions

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 Effective January 1, 2010, a Member may elect on his application
 filed under Section 2.02 to irrevocably designate Deferred Cash Contributions
 (under Section 3.01) and Catch-Up Contributions (under Section 3.02) as Roth
 Deferred Cash Contributions and Roth Catch-Up Contributions, respectively.
 Any Roth Deferred Cash Contributions and Roth Catch-Up Contributions shall be
 invested in one or more Investment Funds, as authorized by the Chairman of
 the Board of Directors or its designees, subject to (b) below. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 The Plan will maintain a separate record of the amount of Roth
 Deferred Cash Contributions and Roth Catch-Up Contributions in each Member’s
 account. Contributions and withdrawals of Roth Deferred Cash Contributions
 and Roth Catch-Up Contributions will be credited and debited to the Roth
 Deferred Cash Contribution Account and the Roth Catch-Up Contribution Account
 maintained for each Member. Gains, losses, and other credits or charges must
 be separately allocated on a reasonable and consistent basis to each Member’s
 Roth Deferred Cash Contribution Account, the Roth Catch-Up Contribution
 Account and the Member’s other accounts under the Plan.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 No contributions other than Roth Deferred Cash Contributions and
 properly attributable earnings will be credited to each Member’s Roth
 Deferred Cash Contributions Account. No contributions other than Roth
 Catch-Up Contributions and properly attributable earnings will be credited to
 each Member’s Roth Catch-Up Account.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Unless specifically stated otherwise, Roth Deferred Cash
 Contributions will be treated as Deferred Cash Contributions for all purposes
 under the Plan, including hardship distributions under Section 7.04 and loans
 under Article 8. Unless specifically stated otherwise, Roth Catch-Up
 Contributions will be treated as Catch-Up Contributions for all purposes
 under the Plan.

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 In the case of a distribution of excess contributions under Section
 3.11, a Highly Compensated Employee may designate the extent to which the
 excess contribution is composed of Deferred Cash Contributions and Roth
 Deferred Cash Contributions but only to the extent such types of
 contributions were made for the year. If the Highly Compensated Employee does
 not designate which 

 









18


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 type of contributions are to be distributed, the Plan will distribute
 Deferred Cash Contributions first.

 
	
  

 	
  

 	
  

 	
  

 
	
 3.05

 	
 After-Tax Contributions 

 
	
  

 	
  

 
	
 Any Member may make After-Tax Contributions under this Section
 whether or not he has elected to have Deferred Cash Contributions made on his
 behalf pursuant to Section 3.01. The amount of After-Tax Contributions shall
 be at least 0.5% of his Compensation, while a Member, in multiples of 0.5%,
 to the maximum contribution permitted by law.

 
	
  

 
	
 The After-Tax Contributions of a Member shall be made through payroll
 deductions and shall be paid to the Trustee as soon as practicable.

 
	
  

 
	
 3.06

 	
 Limitation on Deferred Cash and After-Tax
 Contributions

 
	
  

 	
  

 
	
 The sum of a Member’s Deferred Cash Contribution election, his Roth
 Deferred Cash Contribution election and his After-Tax Contribution election,
 as in effect for any payroll period, shall not exceed 75% of his
 Compensation, provided, however, that such Deferred Cash Contributions, Roth
 Deferred Cash Contributions and After-Tax Contributions may be further
 limited by the Administrative Committee pursuant to Sections 3.11 and 3.12.

 
	
  

 
	
 3.07

 	
 Employer Matching Contributions prior to
 September 1, 1994 

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 The Employer contributed, until August 31, 1994, on behalf of each of
 its Members who elected to make After-Tax Contributions, Matching
 Contributions in an amount equal to 50% of the first 6% of the After-Tax
 Contributions made by the Member to the Plan during each payroll period.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 From and after September 1, 1994, no Matching Contributions shall be
 made to the Plan. 

 
	
  

 	
  

 	
  

 
	
 3.08

 	
 Rollover Contributions 

 
	
  

 	
  

 
	
 Without regard to any limitations on contributions set forth in this
 Article 3, the Plan may accept from or on behalf of a Member who is then an
 Employee, a Rollover Contribution in cash, consisting of any amount,
 excluding after-tax amounts and amounts received as a spousal beneficiary,
 previously received (or deemed to be received) by him from an “eligible
 retirement plan.” Such Rollover Contributions shall be subject to the
 following:

 
	
  

 
	
  

 	
 (a)

 	
 For purposes of this Section, “eligible retirement plan” means:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 a qualified plan described in Section 401(a) of the Code;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 an annuity plan described in Section 403(a) of the Code;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 an individual retirement account or individual retirement annuity of
 the Member described in Section 408(a) or 408(b) of the Code which contains
 only amounts that were originally distributed from a qualified 

 









19


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 plan described in Section 401(a) or 403(a) of the Code (i.e., a “conduit
 IRA”);

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 an eligible plan under Section 457(b) of the Code which is maintained
 by a state, a political subdivision of a state, or an agency or
 instrumentality of a state or political subdivision of a state; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vi)

 	
 an individual retirement account or individual retirement annuity of
 the Employee described in Section 408(a) or 408(b) of the Code that may
 contain amounts other than amounts that were originally distributed from a
 qualified plan described in Section 401(a) or 403(a) of the Code (i.e., a
 “traditional IRA”).

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Such Rollover Contribution may be received in either of the following
 ways:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 The Plan may accept such amount as a direct rollover of an eligible
 rollover distribution from an eligible retirement plan; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 The Plan may accept such amount directly from the Member provided
 such amount:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

 	
 was distributed to the Member by an eligible retirement plan; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B)

 	
 is received by the Plan on or before the 60th day after
 the day it was received by the Member; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (C)

 	
 would otherwise be includible in gross income.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Notwithstanding subparagraph (B) above, the Administrative Committee
 may accept a Rollover Contribution more than 60 days after the amount was
 received by the Member provided the Member has received from the Secretary of
 the Treasury a waiver of the 60-day requirement, pursuant to Section
 402(c)(3)(B) of the Code.

 


Notwithstanding the foregoing, the Plan shall
not accept any amount unless such amount is eligible to be rolled over to a
qualified trust in accordance with applicable law and the Member provides
evidence satisfactory to the Administrative Committee that such amount qualified
for rollover treatment.


Notwithstanding any provision of this section
3.08 to the contrary and subject to the terms of Article 8, in the event an
individual who becomes an Employee of an Employer (as defined in Section 1.23)
on or after April 17, 2006 and who immediately prior to that date was employed
by a business entity acquired by the Company or one of its affiliates (an
“Acquired Employee”), and has no more than two loans outstanding under the
former 401(k) Plan, the Plan shall accept a direct loan rollover of such
outstanding loan notes, provided the loans are not in default as of the date of
transfer. Further, in accordance with the rules set forth by the Committee,
such individual may not receive a new loan or increase the outstanding loan(s) under
the terms of the 





20


Plan until such individual’s rolled over
loans have been repaid in full or otherwise distributed to the individual.
Under the terms of the Plan, Members may have a maximum of one outstanding
loan, unless and only if a Member is an Acquired Employee involved in a trust
to trust transfer or a direct loan rollover as mentioned above in which case
the Acquired Employee may have a maximum of two outstanding loans until such
rolled over loans are repaid in full or distributed to the individual.


Effective January 1, 2010, the Plan will also
accept a rollover contribution to a Roth Deferred Cash Contribution Account
only if it is a direct rollover from another Roth Deferred Cash Contribution
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.


	
  

 	
  

 
	
 3.09

 	
 Change
 in Contributions 

 


The percentages of Compensation designated by
a Member under Sections 3.01, 3.02, 3.04 and 3.05 shall automatically apply to
increases and decreases in his Compensation. A Member may change his election
under Sections 3.01, 3.02, 3.04 and 3.05 by giving notice to the Administrative
Committee or its designee. The changed percentage shall become effective as
soon as administratively practicable following the delivery of such notice.


In addition to the election opportunity for
Automatic Contributions under Section 3.03(b), a Covered Member may make a
subsequent election to increase or decrease the percentage of Compensation,
subject to the terms and conditions provided in the above paragraph.


	
  

 	
  

 	
  

 	
  

 
	
 3.10

 	
 Suspension of Contributions 

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 A Member may suspend his contributions under Section 3.05 and/or
 revoke his election under Section 3.01, 3.02 or 3.04 at any time by giving
 notice to the Administrative Committee or its designee. The suspension or
 revocation shall become effective as soon as administratively practicable
 following the delivery of such notice. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 A Member who has suspended his contributions under Section 3.05 may
 elect to have them resumed in accordance with Section 3.05 by giving notice
 to the Administrative Committee or its designee. A Member who has revoked his
 election under Section 3.01, 3.02 or 3.04 may elect to resume having his
 Compensation reduced in accordance with Section 3.01, 3.02 or 3.04 by giving
 notice to the Administrative Committee or its designee.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 In addition to the election opportunity for Automatic Contributions
 under Section 3.03(b), a Covered Member may make a subsequent election to
 revoke the Automatic Contribution Arrangement at any time by giving notice to
 the Administrative Committee or its designee. Such revocation shall become
 effective as soon as administratively practicable following the delivery of
 such notice. 

 









21


	
  

 	
  

 	
  

 
	
 3.11

 	
 Actual Deferral Percentage Test 

 
	
  

 	
  

 
	
 With respect to each Plan Year, the Actual Deferral Percentage for
 that Plan Year for Highly Compensated Employees who are Members or eligible
 to become Members for that Plan Year shall not exceed the Actual Deferral
 Percentage for the preceding Plan Year for all Non-Highly Compensated
 Employees for the preceding Plan Year who were Members or eligible to become
 Members during the preceding Plan Year multiplied by 1.25. If the Actual
 Deferral Percentage for such Highly Compensated Employees does not meet the
 foregoing test, the Actual Deferral Percentage for such Highly Compensated
 Employees for that Plan Year may not exceed the Actual Deferral Percentage
 for the preceding Plan Year for all Non-Highly Compensated Employees for the
 preceding Plan Year who were Members or eligible to become Members during the
 preceding Plan Year by more than two percentage points (2%), and such Actual
 Deferral Percentage for such Highly Compensated Employees for the Plan Year
 may not be more than 2.0 times the Actual Deferral Percentage for the
 preceding Plan Year for all Non-Highly Compensated Employees for the
 preceding Plan Year who were Members or eligible to become Members during the
 preceding Plan Year (or such lesser amount as the Administrative Committee
 shall determine to satisfy the provisions of Section 3.13).

 
	
  

 
	
 Notwithstanding the foregoing, the Employer may elect to use the
 Actual Deferral Percentage for Non-Highly Compensated Employees for the
 current Plan Year being tested rather than the preceding Plan Year, provided
 that such election must be evidenced by a Plan amendment that complies with
 regulations under Section 401(k) of the Code. 

 
	
  

 
	
 The Administrative Committee may implement rules limiting the
 Deferred Cash Contributions (including Roth Deferred Cash Contributions)
 which may be made on behalf of some or all Highly Compensated Employees so
 that this limitation is satisfied. If the Administrative Committee determines
 that the limitation under this Section has been exceeded in any Plan Year,
 the following provisions shall apply:

 
	
  

 
	
  

 	
 (a)

 	
 The actual deferral ratio of the Highly Compensated Employee with the
 highest actual deferral ratio shall be reduced to the extent necessary to meet
 the actual deferral percentage test or to cause such ratio to equal the
 actual deferral ratio of the Highly Compensated Employee with the next
 highest ratio. This process will be repeated until the actual deferral
 percentage test is passed. Each ratio shall be rounded to the nearest one
 one-hundredth of one percent (0.01%) of the Member’s Statutory
 Compensation. The amount of Deferred Cash Contributions (and Roth Deferred
 Cash Contributions) made by each Highly Compensated Employee in excess of the
 amount permitted under his revised deferral ratio shall be
 added together. This total dollar amount of excess contributions (“excess
 contributions”) shall then be allocated to some or all Highly Compensated
 Employees in accordance with the provisions of paragraph (b) below.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 The Deferred Cash Contributions of the Highly Compensated Employee
 with the highest dollar amount of Deferred Cash Contributions shall be
 reduced by the lesser of (i) the amount required to cause that Employee’s
 Deferred Cash Contributions to equal the dollar amount of the Deferred Cash
 Contributions of the Highly Compensated Employee with the next highest dollar
 amount of Deferred Cash Contributions or (ii) an amount equal to the total
 excess contributions. This procedure is repeated until all excess
 contributions are 

 









22


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 allocated. The amount of excess contributions allocated to a Highly
 Compensated Employee, together with Earnings thereon, shall be distributed to
 him in accordance with the provisions of paragraph (c). In the event a
 Member has made both Deferred Cash Contributions and Roth Deferred Cash
 Contributions for the applicable calendar year, the excess deferrals shall be
 first attributed to the Member’s Deferred Cash Contributions.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The excess contributions shall first be treated as Catch-Up
 Contributions, to the extent possible under Section 3.02, or as Roth Catch-Up
 Contributions, to the extent possible under Section 3.04. Any remaining
 excess contributions, together with Earnings thereon, allocated to a Member
 shall be paid to the Member before the close of the Plan Year following the
 Plan Year in which the excess contributions were made, and to the extent
 practicable, within 21⁄2 months of the close of the Plan Year in which the
 excess contributions were made. However, any excess contributions for any
 Plan Year shall be reduced by any Deferred Cash Contributions and Roth
 Deferred Cash Contributions previously returned to the Member under
 Section 3.01 for that Plan Year.

 
	
  

 	
  

 	
  

 
	
 3.12

 	
 Contribution Percentage Test 

 
	
  

 	
  

 
	
 With respect to each Plan Year, the Contribution Percentage for that
 Plan Year for Highly Compensated Employees who are Members or eligible to
 become Members for that Plan Year shall not exceed the Contribution
 Percentage for the preceding Plan Year for all Non-Highly Compensated
 Employees for the preceding Plan Year who were Members or eligible to become
 Members during the preceding Plan Year multiplied by 1.25. If the
 Contribution Percentage for such Highly Compensated Employees does not meet the
 foregoing test, the Contribution Percentage for such Highly Compensated
 Employees for that Plan Year may not exceed the Contribution Percentage for
 the preceding Plan Year for all Non-Highly Compensated Employees for the
 preceding Plan Year who were Members or eligible to become Members during the
 preceding Plan Year by more than two percentage points (2%), and such
 Contribution Percentage for such Highly Compensated Employees for the Plan
 Year may not be more than 2.0 times the Contribution Percentage for the
 preceding Plan Year for all Non-Highly Compensated Employees for the
 preceding Plan Year who were Members or eligible to become Members during the
 preceding Plan Year (or such lesser amount as the Administrative Committee
 shall determine to satisfy the provisions of Section 3.13).

 
	
  

 
	
 Notwithstanding the foregoing, the Employer may elect to use the
 Contribution Percentage for Non-Highly Compensated Employees for the current
 Plan Year being tested rather than the preceding Plan Year, provided that
 such election must be evidenced by a Plan amendment that complies with
 regulations under Section 401(m) of the Code.

 
	
  

 
	
 The Administrative Committee may implement rules limiting the
 After-Tax Contributions which may be made by some or all Highly Compensated
 Employees so that this limitation is satisfied. If the Administrative
 Committee determines that the limitation under this Section 3.12 has
 been exceeded in any Plan Year, the following provisions shall apply:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 The actual contribution ratio of the Highly Compensated Employee with
 the highest actual contribution ratio shall be reduced to the extent
 necessary to meet 

 









23


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 the test or to cause such ratio to equal the actual contribution
 ratio of the Highly Compensated Employee with the next highest actual
 contribution ratio. This process will be repeated until the actual
 contribution percentage test is passed. Each ratio shall be rounded to the
 nearest one one-hundredth of one percent (0.01%) of a Member’s Statutory
 Compensation. The amount of After-Tax Contributions made by or on behalf of
 each Highly Compensated Employee in excess of the amount permitted under his
 revised actual contribution ratio shall be added together. This total dollar
 amount of excess contributions (“excess aggregate contributions”) shall then
 be allocated to some or all Highly Compensated Employees in accordance with
 the provisions of paragraph (b) below.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 The After-Tax Contributions of the Highly Compensated Employee with
 the highest dollar amount of such contributions shall be reduced by the
 lesser of (i) the amount required to cause that Employee’s After-Tax
 Contributions to equal the dollar amount of such contributions of the Highly
 Compensated Employee with the next highest dollar amount of such
 contributions, or (ii) an amount equal to the total excess aggregate
 contributions. This procedure is repeated until all excess aggregate
 contributions are allocated. The amount of excess aggregate contributions
 allocated to each Highly Compensated Employee, together with Earnings
 thereon, shall be distributed to the Member.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Any payment of excess aggregate contributions shall be made before
 the close of the Plan Year following the Plan Year for which the excess
 aggregate contributions were made, and to the extent practicable, any payment
 shall be made within 21⁄2 months of the close of the Plan Year in which the
 excess aggregate contributions were made.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 3.13

 	
 Additional Discrimination Testing
 Provisions 

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 If any Highly Compensated Employee is a member of another qualified
 plan of the Employer or an Affiliated Employer, including an employee stock
 ownership plan described in Section 4975(e)(7) of the Code but excluding any
 other qualified plan which must be mandatorily disaggregated under Section 410(b)
 of the Code, under which deferred cash contributions or matching
 contributions are made on behalf of the Highly Compensated Employee or under
 which the Highly Compensated Employee makes after-tax contributions, the
 Administrative Committee shall implement rules, which shall be uniformly
 applicable to all employees similarly situated, to take into account all such
 contributions for the Highly Compensated Employee made for the applicable
 Plan Year under all such plans in applying the limitations of Sections 3.11
 and 3.12.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 In the event that this Plan is aggregated with one or more other
 plans to satisfy the requirements of Sections 401(a)(4) and 410(b) of the
 Code (other than for purposes of the average benefit percentage test) or if
 one or more other plans is aggregated with this Plan to satisfy the
 requirements of such sections of the Code, then the provisions of Sections
 3.11 and 3.12 shall be applied by determining the Actual Deferral Percentage
 and Contribution Percentage of 

 









24


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 employees as if all such plans were a single plan. If this Plan is
 permissively aggregated with any other plan or plans for purposes of
 satisfying the provisions of Section 401(k)(3) of the Code, the aggregated
 plans must also satisfy the provisions of Sections 401(a)(4) and 410(b) of
 the Code as though they were a single plan. Plans may be aggregated under
 this paragraph (b) only if they have the same plan year.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The Employer may elect to use Deferred Cash Contributions or Roth
 Deferred Cash Contributions to satisfy the tests described in Section 3.12,
 provided that the test described in Section 3.11 is met prior to such
 election and continues to be met following the Employer’s election to shift
 the application of those Deferred Cash Contributions or Roth Deferred Cash
 Contributions from Section 3.11 to Section 3.12 and provided further that the
 tests described in Sections 3.11 and 3.12 are both performed on either a
 prior year testing method or a current year testing method.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 The Employer may authorize that special “qualified nonelective
 contributions” shall be made for a Plan Year, which shall be allocated in
 such amounts and to such Members, who are Non-Highly Compensated Employees,
 as the Administrative Committee shall determine, provided such allocation
 procedure complies with the applicable provisions of Treasury Regulation
 Section 1.401(k)-2(a)(6). The Administrative Committee shall establish such
 separate accounts as may be necessary. Qualified nonelective contributions
 shall be 100% nonforfeitable when made. Qualified nonelective contributions
 made before January 1, 1989 and earnings credited thereon as of that date may
 be withdrawn by a Member while in service only under the provisions of
 Section 7.03. Any qualified nonelective contributions made on or after
 January 1, 1989 and any earnings credited on any qualified nonelective
 contributions after such date shall only be available for withdrawal under
 the provisions of Section 7.03. Qualified nonelective contributions made for
 the Plan Year may be used to satisfy the tests described in Sections 3.11 and
 3.12 where necessary. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 Notwithstanding any provision of the Plan to the contrary, if
 employees included in a unit of employees covered by a collective bargaining
 agreement are participating in the Plan and not more than 2 percent of such
 employees are Highly Compensated Employees and professionals, then such
 employees shall be disregarded in applying the provisions of Section 3.11 and
 3.12. However, a separate actual deferral percentage test must be performed
 for the group of collective bargaining employees on the basis that those
 employees are included in a separate cash-or-deferred arrangement, provided
 such group contains at least one Highly Compensated Employee.

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 If the Employer elects to apply the provisions of Section
 410(b)(4)(B) to satisfy the requirements of Section 401(k)(3)(A)(i) of the
 Code, the Employer may apply the provisions of Sections 3.11 and 3.12 by
 excluding from consideration all eligible employees (other than Highly
 Compensated Employees) who have not met the minimum age and service
 requirements of Section 410(a)(1)(A) of the Code.

 









25


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.14

 	
 Maximum Annual Additions 

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 The annual addition to a Member’s Accounts for any Plan Year, which shall
 be considered the “limitation year” for purposes of Section 415 of the Code,
 when added to the Member’s annual addition for that Plan Year under any other
 qualified defined contribution plan of the Employer or an Affiliated
 Employer, shall not exceed an amount that is equal to the lesser of (i) 100%
 of his aggregate remuneration for the Plan Year, or (ii) $49,000, as adjusted
 in accordance with Section 415(d) of the Code.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 For purposes of this Section, the “annual addition” to a Member’s
 Accounts under this Plan or any other qualified defined contribution plan
 maintained by the Employer or an Affiliated Employer shall be determined in
 accordance with (i) and (ii) below: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 The annual addition shall include all of the following amounts that
 have been allocated to the Member’s Accounts under this Plan or any other
 qualified defined contribution plan (including a deemed qualified defined
 contribution plan under a qualified defined benefit plan) maintained by the
 Employer or an Affiliated Employer:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

 	
 the total Employer contributions made on the Member’s behalf by the
 Employer and all Affiliated Employers;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B)

 	
 all Deferred Cash Contributions, Roth Deferred Cash Contributions and
 After-Tax Contributions, including Deferred Cash Contributions distributed
 under the provisions of Section 3.11 and After-Tax Contributions
 distributed under the provisions of Section 3.12;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (C)

 	
 forfeitures, if applicable; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (D)

 	
 solely for purposes of the dollar limit under clause (ii) of
 paragraph (a) above, amounts described in Sections 415(1)(1) and
 419A(d)(2) allocated to the Member.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 The annual addition shall not include:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

 	
 Rollover Contributions;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B)

 	
 loan repayments made under Article 8;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (C)

 	
 amounts required to be repaid under Section 6.03 as a condition of
 the restoration of a Member’s forfeited Employer Account balance;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (D)

 	
 excess deferrals timely distributed from the Plan under Section
 3.01(d); and

 









26


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (E)

 	
 Catch-Up Contributions (including Roth Catch-Up Contributions).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For purposes of this paragraph (b), any Deferred Cash Contributions
 or Roth Deferred Cash Contributions distributed under Section 3.11 and any
 After-Tax Contributions distributed under the provisions of Section 3.01,
 3.11 or 3.12 shall be included in the annual addition for the year allocated.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 For purposes of this Section, the term “remuneration” with respect to
 any Member shall mean the wages, salaries, and other amounts paid in respect
 of such Member by the Employer or an Affiliated Employer for personal
 services actually rendered, and shall include amounts contributed by the
 Employer pursuant to a salary reduction agreement which are not includible in
 the gross income of the employee under Section 125, 132(f), 402(g), 414(v) or
 457 of the Code but shall exclude other deferred compensation, stock options,
 and other distributions which receive special tax benefits under the Code.
 Effective January 1, 2008, remuneration shall also include amounts required
 to be recognized under the provisions of Section 1.415(c)-2(e) of the
 Treasury regulations. Remuneration shall not exceed the Annual Dollar Limit.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Notwithstanding the foregoing, effective for Plan Years beginning on and
 after January 1, 2008, to the extent that the annual additions to a Member’s
 Accounts exceed the limitation set forth in paragraph (a), corrections shall
 be made in a manner consistent with the provisions of the Employee Plans
 Compliance Resolution System as set forth in Revenue Procedure 2008-50 or any
 subsequent guidance.

 
	
  

 	
  

 	
  

 
	
 3.15

 	
 Return of Contributions

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 If all or part of the Employer’s deductions for contributions to the
 Plan are disallowed by the Internal Revenue Service, the portion of the
 contributions to which that disallowance applies shall be returned to the
 Employer without interest but reduced by any investment loss attributable to
 those contributions, provided that the contribution is returned within one
 year after the disallowance of deduction. For this purpose, all contributions
 made by the Employer are expressly declared to be conditioned upon their
 deductibility under Section 404 of the Code. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 The Employer may recover without interest the amount of its
 contributions to the Plan made on account of a mistake of fact, reduced by
 any investment loss attributable to those contributions, if recovery is made
 within one year after the date of those contributions. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 In the event that Deferred Cash Contributions made under Section 3.01
 (or Roth Deferred Cash Contributions made under Section 3.04) are returned to
 the Employer in accordance with the provisions of this Section, the elections
 to reduce Compensation which were made by Members on whose behalf those
 contributions were made shall be void retroactively to the beginning of the
 period for which those contributions were made. The Deferred Cash
 Contributions and 

 









27


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Roth Deferred Cash Contributions so returned shall be distributed in
 cash to those Members for whom those contributions were made, provided,
 however, that if the contributions are returned under the provisions of
 paragraph (a) above, the amount of Deferred Cash Contributions and Roth
 Deferred Cash Contributions to be distributed to Members shall be adjusted to
 reflect any investment gains or losses attributable to those contributions.

 
	
  

 	
  

 	
  

 
	
 3.16

 	
 Contributions during Periods of Military
 Leave

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 Notwithstanding any provision of this Plan to the contrary,
 contributions, benefits, and service credit with respect to qualified
 uniformed service duty will be provided in accordance with Section 414(u) of
 the Code. Without regard to any limitations on contributions set forth in
 this Article 3, a Member who is reemployed and is credited with Vesting Service
 under the provisions of Section 1.54(b) because of a period of service in the
 uniformed services of the United States may elect to contribute to the Plan
 the Deferred Cash Contributions (including Catch-Up Contributions) and/or
 After-Tax Contributions that could have been contributed to the Plan in
 accordance with the provisions of the Plan had he remained continuously
 employed by the Employer throughout such period of absence (“make-up
 contributions”). On and after January 1, 2010, a Member who elects to make
 Deferred Cash Contributions and/or Catch-Up Contributions under this
 paragraph may further elect, pursuant to the provisions of Section 3.04(a),
 whether those amounts shall be designated as Deferred Cash Contributions or
 Roth Deferred Cash Contributions. For purposes of determining the amount of
 make-up contributions a Member may make, his Compensation for the period of
 absence shall be deemed to be the rate of Compensation he would have received
 had he remained employed as an Employee for that period or, if such rate is
 not reasonably certain, on the basis of the Member’s rate of compensation
 during the 12-month period immediately preceding such period of absence (or
 if shorter, the period of employment immediately preceding such period). Any
 Deferred Cash Contributions, Catch-Up Contributions, Roth Deferred Cash
 Contributions, Roth Catch-Up Contributions and/or After-Tax Contributions so
 determined shall be limited as provided in Sections 3.01, 3.02, 3.04, 3.05,
 3.11, and 3.12 with respect to the Plan Year or Years to which such
 contributions relate rather than the Plan Year in which payment is made. The
 make-up contributions may be made over a period not to exceed three times the
 period of military leave or five years, if less, but in no event later than
 the Member’s termination of employment (unless he is subsequently rehired).
 The make-up period shall start on the later of: (i) the Member’s date of
 reemployment, or (ii) the date the Employer notifies the Employee of his
 rights under this Section. Earnings (or losses) on make-up contributions
 shall be credited commencing with the date the make-up contribution is made
 in accordance with the provisions of Article 4.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 All contributions under this Section, other than make-up Catch-Up
 Contributions and make-up Roth Catch-Up Contributions made pursuant to this
 Section and Sections 3.02 and 3.04 respectively, are considered “annual
 additions,” as defined in Section 415(c)(2) of the Code, and shall be
 limited in accordance with 

 









28


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 the provisions of Section 3.13 with respect to the Plan Year or
 Years to which such contributions relate rather than the Plan Year in which
 payment is made.

 










29


ARTICLE
4: INVESTMENT OF CONTRIBUTIONS 


	
  

 	
  

 	
  

 
	
 4.01

 	
 Investment Funds

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Members’ Accounts shall be invested in one or more Investment Funds,
 including BrokerageLink, the self-directed brokerage option offered by
 Fidelity Brokerage Services, LLC, as authorized by the Chairman of the Board
 of Directors or his designee. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 The Trustee may keep such amounts of cash as they, in their sole
 discretion, shall deem necessary or advisable as part of the Funds, all
 within the limitations specified in the trust agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Dividends, interest, and other distributions received on the assets
 held by the Trustee in respect to each of the above Funds shall be reinvested
 in the respective Fund. 

 






	
  

 	
  

 	
  

 
	
 4.02

 	
 Investment of Members’ Accounts

 



A Member shall
elect to have his Accounts invested in accordance with one of the following
options:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 100% in one
 of the available Investment Funds; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 in more than
 one Investment Fund allocated in multiples of 1%. 

 


If a Member fails to make an election with respect to the investment of
his Accounts, such Member shall be deemed to have elected the investment of his
Accounts in the Investment Fund that is intended to provide for stability of
principal, or in such other Investment Fund as the Administrative Committee may
direct. 


	
  

 	
  

 
	
 4.03

 	
 Responsibility for Investments 

 



Each Member is
solely responsible for the selection of his investment options. The Trustee,
the Administrative Committee, the Employer, and the officers, supervisors and
other employees of the Employer are not empowered to advise a Member as to the
manner in which his Accounts shall be invested. The fact that an Investment
Fund is available to Members for investment under the Plan shall not be
construed as a recommendation for investment in that Investment Fund.


	
  

 	
  

 
	
 4.04

 	
 Change of Election for Current and Future Contributions

 


A Member may change his investment election under Section 4.02 in
multiples of 1% at any time, provided, however, that the Administrative
Committee may, from time to time establish a limit on the number of such
changes that may be made in a calendar year. The changed 





30


investment election shall become effective as soon as administratively
practicable, and shall be effective only with respect to subsequent
contributions. 


	
  

 	
  

 
	
 4.05

 	
 Reallocation of Accounts Among the Funds 

 


Subject to any administrative restrictions determined by the
Administrative Committee, a Member may reallocate his investment account in
multiples of 1% at any time, provided, however, that the Administrative
Committee may, from time to time establish a limit on the number of such
changes that may be made in a calendar year. The reallocation election shall
become effective as soon as administratively practicable. 


	
  

 	
  

 
	
 4.06

 	
 Limitations Imposed by Contract 

 


Notwithstanding anything in this Article to the contrary, any
contributions invested in any investment contract shall be subject to any and
all terms of such contract, including any limitations placed on the exercise of
any rights otherwise granted to a Member under any other provisions of this
Plan with respect to such contributions.


	
  

 	
  

 
	
 4.07

 	
 ERISA Section 404(c) Compliance

 


This Plan is intended to constitute a plan described in Section 404(c)
of ERISA.





31


ARTICLE 5: VALUATION OF THE ACCOUNTS 


	
  

 	
  

 	
  

 	
  

 
	
 5.01

 	
 Valuation of Member Accounts

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 The Trustee shall value the Funds at least monthly. On each Valuation
 Date, the Accounts of a Member in each Fund shall equal:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 the Member’s account balance in his Accounts as of the immediately
 preceding Valuation Date; less 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 any distributions from the Member’s Accounts since the immediately
 preceding Valuation Date; plus 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 the amount of contributions, if any, made by or on behalf of the
 Member to that Fund since the immediately preceding Valuation Date; plus 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 the net earnings or losses, after adjusting for expenses, if any,
 since the immediately preceding Valuation Date. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Whenever an event requires a determination of the value of the
 Member’s Accounts, the value shall be computed as of the Valuation Date
 coincident with or immediately following the date of determination, subject
 to the provisions of Section 5.02.

 





	
  

 	
  

 
	
 5.02

 	
 Right to Change Procedures 

 


The Administrative Committee reserves the right to change from time to
time the procedures used in valuing the Accounts or crediting (or debiting) the
Accounts if it determines, after due deliberation and upon the advice of
counsel and/or the current recordkeeper, that such an action is justified in
that it results in a more accurate reflection of the fair market value of
assets. In the event of a conflict between the provisions of this Article and
such new administrative procedures, those new administrative procedures shall
prevail.


	
  

 	
  

 
	
 5.03

 	
 Statement of Accounts

 


A Member (or, in the event of the death of the Member, a Beneficiary)
shall be furnished with a statement setting forth the value of his Accounts,
the Vested Portion of his Accounts, and such other information as required
under Section 105(a) of ERISA. Such statement shall be furnished in the time
and manner prescribed by Section 105(a) of ERISA and related guidance thereto.






32



ARTICLE 6: VESTED PORTION OF ACCOUNTS 


	
  

 	
  

 
	
 6.01

 	
 Member Account, Deferred Account, Roth Deferred Cash Contribution
 Account and Rollover Contributions Account

 


A Member shall at all times be 100% vested in, and have a
nonforfeitable right to, his Member Account, his Deferred Account, his Catch-Up
Account, his Roth Deferred Cash Contribution Account, his Roth Catch-Up Account
and his Rollover Contributions Account. 


	
  

 	
  

 	
  

 
	
 6.02

 	
 Employer Account

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 As of December 31 of each year prior to January 1, 1995 a Member
 shall become vested with respect to 25% of the value of the total Matching
 Contributions made in his behalf for that portion of the year. As of each
 succeeding December 31, prior to January 1, 1998 such Member shall become
 vested with respect to an additional 25% of the value of such Matching
 Contributions until, on December 31 of the third calendar year following the
 year for which the Matching Contributions were made, such Member shall become
 vested in 100% of the value of such Matching Contributions made on his
 behalf. For purposes of this paragraph, the “value of Matching Contributions”
 shall mean the amount of Matching Contributions adjusted for an allocable
 share of earnings, losses and expenses in accordance with section
 5.01(a)(iv), as of each December 31. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Notwithstanding the provisions of subsection (a), a Member shall be
 100% vested in, and have a nonforfeitable right to, his Employer Account upon
 death (including death while performing qualified military service, pursuant
 to the Heroes Earnings Assistance and Relief Tax Act of 2008), Disability, or
 the attainment of his 65th birthday. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Employees who were formerly employed by entities that were acquired
 by the Employer shall be subject to the special vesting rules set forth in
 Appendix A. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 6.03

 	
 Disposition of Forfeitures

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Upon termination of employment of a Member who was not fully vested
 in his Employer Account, the non-vested portion of his Employer Account shall
 not be forfeited until the Member receives a distribution of the Vested
 Portion of his Accounts. If the former Member is not reemployed by the
 Employer or an Affiliated Employer before he receives such a distribution,
 the non-vested portion of his Employer Account shall be forfeited. Any
 amounts forfeited pursuant to this subsection shall be applied to reduce
 Employer contributions or to pay the expenses of the Plan not paid directly
 by the Employer. If the amount of the Vested Portion of a Member’s Employer
 Account at the time of his termination of employment is zero and the Member
 had not at any time made Deferred Cash 

 










33


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Contributions to the Plan, the Member shall be deemed to have
 received a distribution of such zero vested benefit.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 If an amount of a Member’s Employer Account has been forfeited in
 accordance with subsection (a) above, that amount shall be subsequently
 restored to the Member’s Employer Account provided that:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 he is reemployed by the Employer or an Affiliated Employer and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 he repays to the Plan during his period of reemployment and within
 five years of his date of reemployment an amount in cash equal to the full
 amount distributed to him from the Plan on account of his termination of
 employment. Repayment shall be made in one lump sum.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 In the event that any amounts to be restored by the Employer to a
 Member’s Employer Account have been forfeited under paragraph (a) above,
 those amounts shall be taken first from any forfeitures which have not as yet
 been applied against Employer contributions or used to pay expenses of the
 Plan not paid directly by the Employer, and if any amounts remain to be
 restored, the Employer shall make a special Employer contribution equal to
 those amounts.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 A repayment shall be invested in the available Investment Funds as
 the Member elects at the time of repayment.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 To the extent there are any forfeitures in the Acquired Forfeiture
 Account, such forfeitures shall be applied to offset Plan expenses under
 Section 11.04.

 










34


	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 7: WITHDRAWALS WHILE STILL EMPLOYED
 

 
	
  

 	
  

 	
  

 	
  

 
	
 7.01

 	
 Withdrawal of After-Tax Contributions 

 
	
  

 	
  

 	
  

 	
  

 
	
 A Member may withdraw up to one hundred percent (100%) of the value
 of his After-Tax Contributions at the time of withdrawal, for any reason that
 the Member deems to constitute a financial emergency, by providing notice to
 the Administrative Committee or its designee. 

 
	
  

 	
  

 	
  

 	
  

 
	
 7.02

 	
 Withdrawal of Rollover Contributions
 Account

 
	
  

 	
  

 	
  

 	
  

 
	
 A Member may withdraw all or any portion of his Rollover
 Contributions Account at any time by providing notice to the Administrative
 Committee or its designee.

 
	
  

 	
  

 	
  

 	
  

 
	
 7.03

 	
 Withdrawal After Age 591⁄2 

 
	
  

 	
  

 	
  

 	
  

 
	
 A Member who shall have attained age 591⁄2 as of the effective date of
 any withdrawal pursuant to this Section may, subject to Section 7.05, elect
 to withdraw at any time and, in any order of priority he chooses, (a) all or
 part of his Deferred Account; (b) all or part of his Catch-Up Account; (c)
 all or part of his Rollover Contributions Account; (d) all or part of the
 Vested Portion of his Employer Account, (e) all or part of his Member
 Account; (f) all or part of his Roth Deferred Cash Contribution Account and
 (g) all or part of his Roth Catch-Up Account. Notwithstanding the foregoing,
 no withdrawal may be made from the Member’s Roth Deferred Cash Contribution
 Account or the Member’s Roth Catch-Up Account unless the withdrawal is made
 after the close of the five-consecutive-calendar-year period that began on
 the first day of the first calendar year in which the Member made a Roth
 Deferred Cash Contribution (or a Roth Catch-Up Contribution) to this Plan or
 to any plan from which a direct rollover of Roth Deferred Cash Contributions
 was made under the provisions of Section 3.08.

 
	
  

 	
  

 	
  

 	
  

 
	
 7.04

 	
 Hardship Withdrawal 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 A Member who has withdrawn the total amount available for withdrawal
 under the preceding Sections of this Article may, subject to Section 7.05,
 elect to withdraw not more than once in a Plan Year all or part of the
 Deferred Cash Contributions (including Catch-Up Contributions, Roth Deferred
 Cash Contributions and Roth Catch-Up Contributions) made on his behalf to his
 Deferred Account (his Catch-Up Account, his Roth Deferred Cash Contribution
 Account and his Roth Catch-Up Account) upon furnishing proof of “Hardship” satisfactory
 to the Administrative Committee in accordance with the provisions of
 paragraphs (b) and (c) below. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 As a condition for Hardship there must exist with respect to the
 Member an immediate and heavy need to draw upon his Accounts. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 The Administrative Committee shall presume the existence of such
 immediate and heavy need if the requested withdrawal is on account of any of
 the following: 

 









35


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (C)

 	
 payment of tuition and related educational fees, and room and board
 expenses, for the next 12 months of post-secondary education of the Member,
 his spouse, children or dependents (as defined in Section 152 of the Code and
 determined without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) of the
 Code);

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (D)

 	
 payment of amounts necessary to prevent eviction of the Member from
 his principal residence or to avoid foreclosure on the mortgage of his
 principal residence;

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (E)

 	
 payments for burial or funeral expenses for the Member’s deceased
 parent, spouse, children or dependents (as defined in Section 152 of the Code
 and without regard to Section 152(d)(1)(B) of the Code);

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (F)

 	
 expenses for the repair of damages to the Member’s principal
 residence that would qualify for the casualty deduction under Section 165 of
 the Code (determined without regard to whether the loss exceeds 10 percent of
 the Member’s adjusted gross income); or

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (G)

 	
 Any other circumstance or circumstances that may be prescribed or
 allowed by the Code, or Treasury Regulations thereunder. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 The Administrative Committee may determine the existence of immediate
 and heavy financial need in situations other than those described in (i)
 above where the Member demonstrates the withdrawal is necessary for such
 reasons as the Administrative Committee shall determine. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The amount of withdrawal may not be in excess of the amount of the
 immediate and heavy financial need of the employee to pay any federal, state
 or local income taxes and any amounts necessary to pay any penalties
 reasonably anticipated to result from the distribution. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In evaluating the relevant facts and circumstances, the
 Administrative Committee shall act in a nondiscriminatory fashion and shall
 treat uniformly those Members who are similarly situated. The Member shall
 furnish to the Administrative Committee such supporting documents as the
 Administrative Committee may request in accordance with uniform and
 nondiscriminatory rules prescribed by the Administrative Committee. 

 









36


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 As a condition for Hardship, the Member must demonstrate that the
 requested withdrawal is necessary to satisfy the financial need described in
 paragraph (b). To demonstrate such necessity, the Member who requests a
 hardship withdrawal to satisfy a financial need described in (b)(i) above
 must comply with either (i) or (ii) as follows. The Member who requests a
 hardship withdrawal to satisfy a financial need described in subsection
 (b)(ii) must comply with (i) as follows

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 The Member must certify to the Administrative Committee, on such form
 as the Administrative Committee may prescribe, that the financial need cannot
 be fully relieved 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

 	
 through reimbursement or compensation by insurance or otherwise, 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B)

 	
 by reasonable liquidation of the Member’s assets, 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (C)

 	
 by cessation of Deferred Cash Contributions, Catch-Up Contributions,
 Roth Deferred Cash Contributions, Roth Catch-Up Contributions and After-Tax
 Contributions; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (D)

 	
 by other distributions or nontaxable (at the time of the loan) loans
 from the Plan or other plans of the Employer or Affiliated Employers or by
 borrowing from commercial sources at a reasonable rate in an amount
 sufficient to satisfy the need. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 The actions listed are required to be taken to the extent necessary
 to relieve the hardship but any action which would have the effect of
 increasing the hardship need not be taken. For purposes of this clause (i)
 there shall be attributed to the Member those assets of the Member’s spouse
 and minor children which are reasonably available to the Member. The Member
 shall furnish to the Administrative Committee such supporting documents as
 the Administrative Committee may request in accordance with uniform and
 nondiscriminatory rules prescribed by the Administrative Committee. If, on
 the basis of the Member’s certification and the supporting documents, the
 Administrative Committee finds it can reasonably rely on the Member’s
 certification, then the Administrative Committee shall find that the
 requested withdrawal is necessary to meet the Member’s financial need.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 The Member must request, on such form as the Administrative Committee
 shall prescribe, that the Administrative Committee make its determination of
 the necessity for the withdrawal solely on the basis of his application. In
 that event, the Administrative Committee shall make such determination,
 provided all of the following requirements are met:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

 	
 the Member has obtained all distributions, other than distributions
 available only on account of hardship, and all nontaxable loans

 










37


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 currently available under all plans of the Employer and Affiliated
 Employers,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B)

 	
 the Member is prohibited from making Deferred Cash Contributions,
 Catch-Up Contributions, Roth Deferred Cash Contributions, Roth Catch-Up
 Contributions and After-Tax Contributions to the Plan and all other plans of
 the Employer and Affiliated Employers under the terms of such plans or by
 means of an otherwise legally enforceable agreement for at least 12 months
 after receipt of the distribution, and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (C)

 	
 the limitation described in Section 3.01(b) under all plans of the
 Employer and Affiliated Employers for the calendar year following the year in
 which the withdrawal is made must be reduced by the Member’s elective
 deferral made in the calendar year of the distribution for Hardship. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 For purposes of clause (B), “all other plans of the Employer and
 Affiliated Employers” shall include stock option plans, stock purchase plans,
 qualified and non-qualified deferred compensation plans and such other plans
 as may be designated under regulations issued under Section 401(k) of the
 Code, but shall not include health and welfare benefit plans or the mandatory
 employee contribution portion of a defined benefit plan. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.05

 	
 Procedures and Restrictions 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 If a loan and a hardship withdrawal are processed as of the Valuation
 Date, the amount available for the hardship withdrawal will equal the Vested
 Portion of the Member’s Accounts on such Valuation Date reduced by the amount
 of the loan. The amount of the withdrawal shall be allocated between and
 among the Investment Funds in proportion to the value of the Member’s
 Accounts from which the withdrawal is made in each Investment Fund as of the
 date of the withdrawal. Subject to the provisions of Section 9.08, all
 payments to Members under this Article shall be made in cash as soon as
 practicable. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.06

 	
 Determination of Vested Portion of Employer
 Account 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 If a Member is not fully vested in his Employer Account at the time
 he makes a withdrawal from that Account under this Article 7, as of any
 subsequent Valuation Date such Member’s Vested Portion of his Employer
 Account shall be determined in accordance with the following formula: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 X = P x (AB+D) - D, 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 where X is the value of the Member’s Vested Portion of such Account,
 P is the nonforfeitable percentage at the relevant time, AB is the value of
 his Employer Account at the relevant time, and D is the amount of the prior
 distribution from such Account.

 









38


	
  

 	
  

 	
  

 
	
 7.07

 	
 Separate Contracts.

 
	
  

 	
  

 	
  

 
	
 For purposes of Section 72 of the Code, a Member’s Member Account
 shall constitute a separate contract, the Member’s Roth Deferred Cash
 Contribution Account shall constitute a separate contract and the remaining
 amounts in the Plan with respect to a Member shall constitute another
 separate contract.

 
	
  

 	
  

 	
  

 
	
 7.08

 	
 Active Military Duty Withdrawals.

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 A Member who is on active military duty for more than 30 days may
 request a distribution of all or a portion of his Deferred Account, his
 Catch-Up Account, his Roth Deferred Cash Contributions Account and his Roth
 Catch-Up Account. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 A Member who takes such a distribution shall be prohibited from
 making Deferred Cash Contributions, Catch-Up Contributions, Roth Deferred
 Cash Contributions, Roth Catch-Up Contributions and After-Tax Contributions
 to the Plan and all other plans of the Employer and Affiliated Employers
 under the terms of such plans or by means of an otherwise legally enforceable
 agreement for at least 6 months after receipt of the distribution.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Any distribution made under this Section shall be subject to the
 additional tax on early distributions under Section 72(t) of the Code, unless
 the distribution is a “qualified reservist distribution” as that term is
 defined under the Heroes Earnings Assistance and Relief Tax Act of 2008.

 









39


	
  

 	
  

 	
  

 
	
 ARTICLE
 8: LOANS TO MEMBERS 

 
	
  

 	
  

 	
  

 
	
 8.01

 	
 Eligibility

 
	
  

 	
  

 	
  

 
	
 Subject to the following provisions of this Article 8, a Member who
 is an Employee of the Employer or an Affiliated Employer may borrow, on
 written application to the Administrative Committee and on approval by the
 Administrative Committee under such uniform rules as it shall adopt, an
 amount not in excess of the maximum loan amount determined in accordance with
 Section 8.02. Notwithstanding the foregoing, the Administrative Committee
 may, in its sole discretion, deny a loan to a Member who is a director or
 executive officer (or the equivalent thereof) of the Employer or an
 Affiliated Employer based on a reasonable concern regarding the legality of
 the loan under Section 13(k) of the Securities Exchange Act of 1934.

 
	
  

 	
  

 	
  

 
	
 8.02

 	
 Amount Available 

 
	
  

 	
  

 	
  

 
	
 A Member who is an employee of the Employer or an Affiliated Employer
 may borrow, on written application to the Administrative Committee and on
 approval by the Administrative Committee under such uniform rules as it shall
 adopt, an amount which does not exceed the lesser of:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 50% of the Vested Portion of his Accounts, or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 $50,000 reduced by the highest outstanding balance of loans to the
 Member from the Plan during the one year period ending on the day before the
 day the loan is made. 

 
	
  

 	
  

 	
  

 
	
 8.03

 	
 Interest

 
	
  

 	
  

 	
  

 
	
 Loans from the Plan shall be repaid with interest. For each Plan
 Year, the interest rate to be charged on loans shall be determined by the
 Administrative Committee and shall be one percent (1%) percent above the
 prime rate as reported in the Wall Street Journal as of the first
 business day of the Plan Year. The interest rate so determined for
 purposes of the Plan shall be fixed for the duration of each loan. 

 
	
  

 	
  

 	
  

 
	
 8.04

 	
 Security for Loan

 
	
  

 	
  

 	
  

 
	
 The amount of the loan is to be transferred from the Investment Funds
 in which the Member’s Accounts are invested to a special “Loan Fund” for the
 Member under the Plan. The Loan Fund consists solely of the amount
 transferred to the Loan Fund and is invested solely in the loan made to the
 Member. The amount transferred to the Loan Fund shall be pledged as security
 for the loan. Payments of principal on the loan will reduce the amount held
 in the Member’s Loan Fund. Those payments, together with the attendant
 interest payment, will be reinvested in the Investment Funds in accordance
 with the Member’s then effective investment election. 

 









40


	
  

 	
  

 	
  

 	
  

 
	
 8.05

 	
 Terms 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 In addition to such rules and regulations as the Administrative
 Committee may adopt, all loans shall comply with the following terms and
 conditions: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 An application for a loan by a Member shall be made in writing to the
 Administrative Committee, whose action in approving or disapproving the
 application shall be final. The Member shall certify in such application as
 to the existence and amount of any outstanding loans (including any loans
 deemed distributed) from any qualified plans maintained by the Employer and
 all Affiliated Employers.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 Each loan shall be evidenced by a promissory note payable to the
 Plan. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 The period of repayment for any loan shall be arrived at by mutual
 agreement between the Administrative Committee and the Member, but that
 period shall not exceed five years unless the loan is to be used in
 conjunction with the purchase of the principal residence of the Member, in
 which case that period shall not exceed 15 years, or unless the provisions of
 subparagraph (iv) provide otherwise.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 If a Member with an outstanding loan takes an authorized leave of
 absence without pay or reduced pay that is less than the required loan
 payments, for reasons other than to enter the uniformed services of the
 United States, loan payments may be suspended at the request of the Member,
 for a period of up to 12 months or until the end of the term of the loan, if
 earlier. Upon a Member’s reemployment from the leave of absence, the Member
 shall resume payments either in the same amount as before the leave with the
 full balance due upon the expiration of the repayment period or by
 reamortizing the loan in substantially level installments over the remaining
 term of the loan.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 If a Member takes a leave of absence to enter the uniformed services
 of the United States, loan repayments shall be suspended during the period of
 leave, upon approval by the Administrative Committee or its designee. Upon
 the Member’s reemployment from the uniformed services, the period of
 repayment shall be extended by the number of months of the period of service
 in the uniformed services or, if greater, the number of months that would
 remain if the original loan term were five years plus the number of months in
 the period of absence; provided, however, if the Member incurs a termination
 of employment and requests a distribution pursuant to Article 9, the loan
 shall be canceled, and the outstanding loan balance shall be distributed
 pursuant to Article 9. If a Member enters the uniformed services of the
 United States, the interest rate applicable to the unpaid loan balance during
 the period of leave shall be reduced to 6%, in accordance with the
 Servicemembers Civil Relief Act of 2003. Upon a Member’s reemployment from
 the leave of absence, the Member shall resume payments either in the same
 amount as before the leave with the full balance due upon the expiration of
 the repayment period or by 

 









41


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 reamortizing the loan in substantially level installments over the
 remaining term of the loan.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vi)

 	
 Payments of principal and interest will be made by payroll deductions
 or in a manner agreed to by the Member and the Administrative Committee in
 substantially level amounts, but no less frequently than quarterly, in an
 amount sufficient to amortize the loan over the repayment period. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vii)

 	
 A loan may be prepaid in full as of any date without penalty.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (viii)

 	
 Only one loan may be outstanding at any given time (unless an
 acquired employee rolls over outstanding loan balance(s) from his prior Plan,
 in which case two outstanding loans are permitted). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 If a loan is not repaid in accordance with the terms contained in the
 promissory note and a default occurs, the Plan may execute upon its security
 interest in the Member’s Accounts under the Plan to satisfy the debt;
 however, the Plan shall not levy against any portion of the Loan Fund
 attributable to amounts held in the Member’s Deferred Account or Employer
 Account until such time as a distribution of the Deferred Account or Employer
 Account could otherwise be made under the Plan. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Any additional rules or restrictions as may be necessary to implement
 and administer the loan program shall be in writing and communicated to
 employees. Such further documentation is hereby incorporated into the Plan by
 reference, and the Administrative Committee is hereby authorized to make such
 revisions to these rules as it deems necessary or appropriate, on the advice
 of counsel. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 To the extent required by law and under such rules as the
 Administrative Committee shall adopt, loans shall also be made available on a
 reasonably equivalent basis to any Beneficiary or former Employee (i) who
 maintains an account balance under the Plan and (ii) who is still a
 party-in-interest (within the meaning of Section 3(14) of ERISA).

 









42


	
  

 	
  

 	
  

 
	
 ARTICLE 9: DISTRIBUTION OF ACCOUNTS UPON
 TERMINATION OF EMPLOYMENT, DISABILITY OR DEATH

 
	
  

 	
  

 	
  

 
	
 9.01

 	
 Eligibility
 

 
	
  

 	
  

 	
  

 
	
 Upon a Member’s termination of employment, permanent Disability or
 death, the Vested Portion of his Accounts, as determined under Article 6,
 shall be distributed as provided in this Article. 

 
	
  

 	
  

 	
  

 
	
 9.02

 	
 Form of Distribution 

 
	
  

 	
  

 	
  

 
	
 Distribution of the Vested Portion of a Member’s Accounts shall be
 made to the Member (or to his Beneficiary, in the event of death) in a cash
 lump sum. 

 
	
  

 	
  

 	
  

 
	
 9.03

 	
 Date of Payment of Distribution 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Except as otherwise provided in this Article, distribution of the
 Vested Portion of a Member’s Accounts shall be made as soon as
 administratively practicable following the later of (i) the Member’s
 termination of employment or (ii) the 65th anniversary of the Member’s date
 of birth (but not more than 60 days after the close of the Plan Year in which
 the later of (i) or (ii) occurs), unless an election is made under paragraph
 (b) below. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 In lieu of a distribution as described in paragraph (a) above, a Member
 may, in accordance with such procedures as the Administrative Committee shall
 prescribe, elect to have the distribution of the Vested Portion of his
 Accounts made as of any Valuation Date coincident with or following his
 termination of employment which is before or after the date described in
 paragraph (a) above, subject to the provisions of Sections 9.04 and 9.07. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Notwithstanding the provisions of subsections (a) and (b), if the
 value of the Vested Portion of the Member’s Accounts (including his Rollover
 Contributions Account) is less than $1,000, a lump sum payment shall
 automatically be made as soon as administratively practicable following the
 Member’s termination of employment. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 In the case of the death of a Member before the distribution of his
 Accounts, the Vested Portion of his Accounts shall be distributed to his
 Beneficiary as soon as administratively practicable following the Member’s
 date of death. 

 
	
  

 	
  

 	
  

 
	
 9.04

 	
 Age 701⁄2 Required Distribution 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Notwithstanding any provision of the Plan to the contrary, if a
 Member is a five percent owner (as defined in Section 416(i) of the Code),
 distribution of the 

 









43


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Member’s Accounts shall begin no later than the April 1 following the
 calendar year in which he attains age 701⁄2. No minimum distribution payments
 under the provisions of Section 401(a)(9) of the Code will be made to a
 Member during his employment with the Employer or an Affiliated Employer on
 or after January 1, 1998, if the Member is not a 5 percent owner as defined
 above. Such Member may, however, elect to receive in-service withdrawals in
 accordance with the provisions of Article 7 while he remains in service. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 In the event a Member in active service is required to begin
 receiving payments while in service under the provisions of
 paragraph (a) above, the Member may elect to receive payments while in
 service in accordance with option (i) or (ii), as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 A Member may receive one lump sum payment on or before the Member’s
 required beginning date equal to his entire Account balance and annual
 lump sum payments thereafter of amounts accrued during each calendar year; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 A Member may receive annual payments of the minimum amount necessary
 to satisfy the minimum distribution requirements of Section 401(a)(9) of
 the Code. With respect to distribution calendar years commencing on and after
 January 1, 2002, such minimum amount shall be the lesser of:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

 	
 the quotient obtained by dividing the Member’s Accounts by the
 distribution period in the Uniform Lifetime Table set forth in Section
 1.401(a)(9)-9 of the Treasury regulations, using the Member’s age as of the
 Member’s birthday in the distribution calendar year; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B)

 	
 if the Member’s sole designated beneficiary for the distribution
 calendar year is the Member’s spouse, the quotient obtained by dividing the
 Member’s Accounts by the number in the Joint and Last Survivor Table set
 forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Member’s
 and spouse’s attained ages as of the Member’s and the spouse’s birthdays in
 the distribution calendar year.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 An election under this Section shall be made by a Member by giving
 written notice to the Administrative Committee within the 90-day period prior
 to his
 required beginning date. The amount of the withdrawal shall be allocated
 between the Investment Funds in proportion to the value of the Member’s
 Accounts as of the date of each withdrawal from which amounts are withdrawn.
 The commencement of payments under this Section shall not constitute an
 Annuity Starting Date for purposes of Sections 72, 401(a)(11), and 417
 of the Code. Upon the Member’s subsequent termination of employment, payment
 of the Member’s Accounts shall be made in accordance with the provisions of
 Section 9.02. In the event a Member fails to make an election under this
 Section, payment shall be made in accordance with clause (ii) above.

 









44


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 For purposes of paragraph (b) above, the following definitions apply:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 “Distribution calendar year” means a calendar year for which a
 minimum distribution is required. The first distribution calendar year is the
 calendar year in which the applicable Member in active service attains age
 701⁄2. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 “Life expectancy” means life expectancy as computed by use of the
 Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 “Member’s Accounts” means the balance of the Member’s Accounts as of
 the last Valuation Date in the calendar year immediately preceding the
 distribution calendar year (“valuation calendar year”) increased by the
 amount of contributions made and allocated or forfeitures allocated to the
 Member’s Accounts as of dates in the valuation calendar year after such last
 Valuation Date and decreased by distributions made in the valuation calendar
 year after such last Valuation Date. The Member’s Accounts for the valuation
 calendar year includes any amounts rolled over or transferred to the Plan
 either in the valuation calendar year or in the distribution calendar year if
 distributed or transferred in the valuation calendar year.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Required minimum distributions will be determined under paragraph (b)
 above beginning with the first distribution calendar year and up to and
 including the distribution calendar year that includes the Member’s date of
 death.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In the event a Member fails to make an election under this Section
 9.04, payment shall be made in accordance with clause (b)(i) above.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The amount of the withdrawal shall be allocated among the Investment
 Funds in proportion to the value of the Member’s Accounts as of the date of
 each withdrawal. An election under this Section 9.04 shall be made by a
 Member by giving written notice to the Administrative Committee within the
 90-day period prior to his required beginning date. The commencement of
 payments under this Section 9.04 shall not constitute an Annuity Starting
 Date for purposes of Sections 72, 401(a)(11) and 417 of the Code. Upon the
 Member’s subsequent termination of employment, payment of the Member’s
 Accounts shall be made in accordance with the provisions of Section 9.02. 

 
	
  

 	
  

 	
  

 	
  

 
	
 9.05

 	
 Status of Accounts Pending Distribution 

 
	
  

 	
  

 	
  

 	
  

 
	
 Until distributed under Section 9.03 or 9.04 the Accounts of a Member
 who is entitled to a distribution shall continue to be invested as part of
 the funds of the Plan and the Member shall retain investment transfer rights
 as described in Section 4.05 during the deferral period. 

 









45


	
  

 	
  

 	
  

 	
  

 
	
 9.06

 	
 Proof of Death and Right of Beneficiary or
 Other Person 

 
	
  

 	
  

 	
  

 	
  

 
	
 The Administrative Committee may require and rely upon such proof of
 death and such evidence of the right of any Beneficiary or other person to
 receive the value of the Accounts of a deceased Member as the Administrative
 Committee may deem proper and its determination of the right of that
 Beneficiary or other person to receive payment shall be conclusive. 

 
	
  

 	
  

 	
  

 	
  

 
	
 9.07

 	
 Distribution Limitation 

 
	
  

 	
  

 	
  

 	
  

 
	
 Notwithstanding any other provision of this Article 9, all
 distributions from this Plan shall conform to the regulations issued under
 Section 401(a)(9) of the Code, including the incidental death benefit
 provisions of Section 401(a)(9)(G) of the Code. Such requirements shall
 be administered in accordance with the regulations issued under Section
 401(a)(9) of the Code, as follows:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 With respect to distributions under the Plan made for calendar years
 beginning on or after January 1, 2001, the Plan will apply the minimum
 distribution requirements of Section 401(a)(9) of the Code in accordance with
 the Treasury Regulations under Section 401(a)(9) that were proposed on
 January 17, 2001.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 With respect to distributions made for distribution calendar years
 beginning on and after January 1, 2002, the Plan will apply the minimum
 distribution requirements of Section 401(a)(9) of the Code in accordance with
 the regulations under Section 401(a)(9) that were issued April 17, 2002, as
 prescribed in Section 9.04.

 
	
  

 	
  

 	
  

 	
  

 
	
 The provisions of Section 401(a)(9) of the Code and the regulations
 thereunder shall override any Plan provision that is inconsistent with
 Section 401(a)(9) of the Code.

 
	
  

 	
  

 	
  

 	
  

 
	
 9.08

 	
 Direct Rollover of Certain Distributions 

 
	
  

 	
  

 	
  

 	
  

 
	
 Notwithstanding any provision of the Plan to the contrary that would
 otherwise limit a distributee’s election under this Section, a distributee
 may elect, at the time and in the manner prescribed by the Administrative
 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. The following definitions apply to the terms used in this
 Section:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 “Eligible rollover distribution” means any distribution of all or any
 portion of the balance to the credit of the distributee, except that an
 eligible rollover distribution does not include:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 any distribution that is one of a series of substantially equal
 periodic payments (not less frequently than annually) made for the life (or
 life expectancy) of the distributee or the joint lives (or joint life
 expectancies) of the distributee and the distributee’s designated
 beneficiary, or for a specified period of ten years or more;

 









46


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 any distribution to the extent such distribution is required under
 Section 401(a)(9) of the Code;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 after-tax amounts (determined without regard to the exclusion for net
 unrealized appreciation with respect to employer securities) unless such
 amount is rolled over or transferred (i.e., directly rolled over) to an
 individual retirement account described in Section 408(a) of the Code, an
 individual retirement annuity described in Section 408(b) of the Code, or
 effective on or after January 1, 2007, a Roth individual retirement account
 described in Section 408A(b) of the Code, or transferred (i.e., directly
 rolled over) to:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

 	
 a defined contribution plan qualified under Section 401(a) of the
 Code;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B)

 	
 effective on and after January 1, 2007, any qualified plan described
 in Section 401(a) of the Code; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (C)

 	
 effective on and after January 1, 2007, an annuity plan described in
 Section 403(b) of the Code

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 provided that a plan described in subparagraph (A), (B) or (C) above
 agrees to separately account for such after-tax amount and earnings thereon;
 and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 any in-service withdrawal that is made on account of hardship.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 “Eligible retirement plan” means any of the following types of plans
 that accept the distributee’s eligible rollover distribution:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 a qualified plan described in Section 401(a) of the Code;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 an annuity plan described in Section 403(a) of the Code;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 an individual retirement account or individual retirement annuity
 described in Section 408(a) or 408(b) of the Code, respectively;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 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 separately account for amounts transferred into such plan from this
 Plan; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vi)

 	
 effective January 1, 2008, a Roth individual retirement account
 described in Section 408A of the Code.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 “Distributee” means an Employee or former Employee. In addition,
 solely for purposes of paragraph (a) above, the Employee’s or former
 Employee’s surviving 

 









47


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 spouse, the Employee’s or former Employee’s spouse or former spouse
 who is the alternate payee under a qualified domestic relations order as
 defined in Section 414(p) of the Code are distributees with regard to the
 interest of the spouse or former spouse, or a non-spouse Beneficiary; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 “Direct rollover” means a payment by the Plan to the eligible
 retirement plan specified by the distributee.

 
	
  

 	
  

 	
  

 
	
  

 	
 Notwithstanding the above, a direct rollover of a distribution from a
 Roth Deferred Cash Contribution Account will only be made to another Roth
 Deferred Cash Contribution 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.

 
	
  

 	
  

 	
  

 
	
 9.09

 	
 Waiver of Notice Period

 
	
  

 	
  

 	
  

 
	
 If the value of the vested portion of a Member’s Accounts exceeds
 $1,000, an election by the Member to receive a distribution prior to age 65
 shall not be valid unless the written election is made (a) after the Member
 has received the notice required under Section 1.411(a)-11(c) of the
 Income Tax Regulations and (b) within a reasonable time before the effective
 date of the commencement of the distribution as prescribed by said
 regulations. Notwithstanding the foregoing sentence, such distribution may
 commence less than 30 days after the notice required under
 Section 1.411(a)-11(c) of the Income Tax Regulations is given, provided
 that:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the Administrative Committee clearly informs the Member that he
 has a right to a period of at least 30 days after receiving the notice to
 consider the decision of whether or not to elect a distribution (and, if
 applicable, a particular distribution option), and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the Member, after receiving the notice under Sections 411 and
 417, affirmatively elects a distribution.

 
	
  

 	
  

 	
  

 
	
 9.10

 	
 Worker, Retiree, and Employer Recovery Act
 of 2008 

 
	
  

 	
  

 	
  

 
	
 Notwithstanding any provision of the Plan to the contrary. a Member
 who has terminated employment and who would, but for the enactment of the
 Worker, Retiree, and Employer Recovery Act of 2008, be required to take a
 distribution of the Vested Portion of his Account pursuant to Sections 9.04
 and 9.07 during the Plan Year beginning on January 1, 2009, may elect to
 receive a single lump sum payment of all or a portion of the entire Vested
 Portion of his Account. Such distribution shall not be considered a minimum
 distribution payment under Section 401(a)(9) of the Code if made on or before
 December 31, 2009.

 










48


	
  

 	
  

 
	
 ARTICLE 10: ADMINISTRATION OF PLAN 

 
	
  

 	
  

 
	
 10.01 

 	
 Appointment of Administrative Committee 

 
	
  

 	
  

 
	
The general administration of the Plan and
the responsibility for carrying out the provisions of the Plan shall be placed
in an Administrative Committee of not less than three persons appointed from
time to time by the Chairman of the Board of Directors or his designee to serve
at the pleasure of such President or his designee. Any person who is appointed
a member of the Administrative Committee shall signify his acceptance by filing
written acceptance with the President or his designee. Any member of the
Administrative Committee may resign by delivering his written resignation to
the President or his designee. Vacancies shall be filled by the President or
his designee. 

 
	
  

 	
  

 
	
 10.02 

 	
 Duties of Administrative Committee 

 
	
  

 	
  

 
	
The Administrative Committee (or its
delegate) may act on the Company’s behalf as the sponsor and “named fiduciary”
of the Plan with respect to Plan administrative matters. Acting on behalf of
the Company, and subject to the terms of the Plan, the Trust Agreement and
applicable resolutions of the Board, the Administrative Committee (or its
delegate) has full and absolute discretion and authority to control and manage
the operation and administration of the Plan, and to interpret and apply the
terms of the Plan and the Trust Agreement. This full and absolute discretion
and authority includes, but is not limited to, the power to:

 












	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 interpret, construe, and apply the provisions of the Plan and Trust
 Agreement, and any construction adopted by the Administrative Committee in
 good faith shall be final and binding;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 adopt Plan amendments that (1) are required by ERISA or other
 applicable law or regulation governing qualification of employee benefit
 plans, or are necessary for Plan administration, and which do not materially
 increase costs to the Plan or the Company or materially change Members’
 benefits under the Plan, (2) implement special rules in Section 12.03 for
 acquisitions, sales, and other dispositions, or (3) clarify ambiguous or
 unclear Plan provisions; provided that such amendments will be made in
 writing and will be made according to procedures established by the
 Administrative Committee;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 review appeals from the denial of benefits;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 change or terminate the existing Investment Fund options offered
 under the Plan or establish additional Investment Fund options;

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 appoint and dismiss Investment Managers (as described by section
 3(38) of ERISA) and the Trustee;

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 provide guidelines and directions to, and monitor the performance of,
 Investment Managers and the Trustee; and

 









49


	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 manage the cost and financial aspects of the Plan.

 


The Administrative Committee may employ,
appoint, and dismiss advisors and advisory Administrative Committees as the
Administrative Committee deems necessary to carry out the provisions of the
Plan and the Trust Agreement, including attorneys, accountants, actuaries,
clerks, or other agents, and may delegate any of its authority and duties to such
persons.



	
  

 	
  

 
	
 10.03 

 	
 Individual Accounts 

 





The Administrative Committee shall maintain,
or cause to be maintained, records showing the interests in the Trust Fund of
all Members, former Members or Beneficiaries, and the individual balances in
each Member’s Accounts. However, maintenance of those records and Accounts
shall not require any segregation of the funds of the Plan. 



	
  

 	
  

 
	
 10.04 

 	
 Meetings 

 




The Administrative Committee shall hold
meetings upon such notice, at such place or places, and at such time or times
as it may from time to time determine. 


	
  

 	
  

 
	
 10.05 

 	
 Action of Majority 

 




Any act which the Plan authorizes or requires
the Administrative Committee to do must be done by a majority of its members.
The action of that majority expressed from time to time by a vote at a meeting
or in writing without a meeting shall constitute the action of the
Administrative Committee and shall have the same effect for all purposes as if
assented to by all members of the Administrative Committee at the time in
office. 



	
  

 	
  

 
	
 10.06 

 	
 Compensation and Bonding 

 






No member of the Administrative Committee
shall receive any compensation from the Plan for his services as such. Except
as may otherwise be required by law, no bond or other security need be required
of any member in that capacity in any jurisdiction. 




	
  

 	
  

 
	
 10.07 

 	
 Establishment of Rules 

 





Subject to the limitations of the Plan, the
Administrative Committee from time to time shall establish rules for the
administration of the Plan and the transaction of its business. The
Administrative Committee shall have discretionary authority to construe and
interpret the Plan (including, but not limited to, determination of an
individual’s eligibility for Plan participation, the right and amount of any
benefit payable under the Plan and the date on which any individual ceases to
be a Member). The determination of the Administrative Committee as to the
interpretation of the Plan or any disputed question shall be conclusive and
final to the extent permitted by applicable law. 






50




	
  

 	
  

 
	
 10.08 

 	
 Prudent Conduct 

 




The members of the Administrative Committee
shall use that degree of care, skill, prudence and diligence that a prudent man
acting in a like capacity and familiar with such matters would use in his
conduct of a similar situation. 



	
  

 	
  

 
	
 10.09 

 	
 Service in More Than One Fiduciary
Capacity 

 





Any individual, entity or group of persons
may serve in more than one fiduciary capacity with respect to the Plan and/or
the funds of the Plan. 




	
  

 	
  

 
	
 10.10 

 	
 Limitation of Liability 

 





The Employer, the Board of Directors, the
members of the Administrative Committee, and any officer, employee or agent of
the Employer shall not incur any liability individually or on behalf of any
other individuals or on behalf of the Employer for any act or failure to act,
made in good faith in relation to the Plan or the funds of the Plan. However,
this limitation shall not act to relieve any such individual or the Employer
from a responsibility or liability for any fiduciary responsibility, obligation
or duty under Part 4, Title I of ERISA. 



	
  

 	
  

 
	
 10.11 

 	
 Indemnification 

 






The members of the Administrative Committee,
the Board of Directors, and the officers, employees and agents of the Employer
shall be indemnified against any and all liabilities arising by reason of any
act, or failure to act, in relation to the Plan or the funds of the Plan,
including, without limitation, expenses reasonably incurred in the defense of
any claim relating to the Plan or the funds of the Plan, and amounts paid in
any compromise or settlement relating to the Plan or the funds of the Plan,
except for actions or failures to act made in bad faith. The foregoing
indemnification shall be from the funds of the Plan to the extent of those
funds and to the extent permitted under applicable law; otherwise from the
assets of the Employer.



	
  

 	
  

 
	
 10.12 

 	
 Claims Review Procedure 

 







	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Claims for benefits under the Plan shall be filed on forms supplied
 by the Administrative Committee with Curtiss-Wright Corporation’s Benefits
 Department. Written notice of the disposition of a claim shall be furnished
 the claimant within 60 days after the application therefor is filed. In the
 event the claim is denied, the reasons for the denial shall be specifically
 set forth, pertinent provisions of the Plan shall be cited and, where
 appropriate, an explanation as to how the claimant can appeal the claim will
 be provided. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Any Employee, former Employee, or Beneficiary of either, who has been
 denied a benefit, shall be entitled to request a hearing before the
 Administrative Committee. Such request, together with a written statement of
 the claimant’s position, shall be filed with the Administrative Committee no
 later than 90 days after receipt of the written notification provided for in
 paragraph (a) above. The Administrative Committee shall schedule an
 opportunity for a full and fair hearing 

 









51


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 of the issue
 within the next 60 days. The decision following such hearing shall be made
 within 60 days and shall be communicated in writing to the claimant. The
 decision of the Administrative Committee shall be final and binding upon all
 parties concerned.

 
	
  

 	
  

 	
  

 
	
 10.13  

 	
 Named Fiduciary 

 






For purposes of ERISA, Curtiss-Wright
Corporation shall be the named fiduciary of the Plan and the Administrative
Committee shall be the named administrator of the Plan





52


ARTICLE 11: MANAGEMENT OF FUNDS



	
  

 	
  

 
	
 11.01 

 	
 Trust Agreement 

 





The property resulting from Employer
contributions made on behalf of the Member shall either be held as a Trust Fund
by a Trustee or Trustee selected by the Board, pursuant to a Trust Agreement
entered into between the Trustee or Trustee and the Employer. References in the
Plan to Trustee shall be deemed to be applicable with equal force to co-Trustee
or successor Trustee who may be so selected. The Board in its discretion may
remove the Trustee or Trustee or successor Trustee or Trustee from time to
time. 



	
  

 	
  

 
	
 11.02 

 	
 Exclusive Benefit Rule 

 






All assets of the Plan shall either comprise
the Trust Fund and shall be held in trust for use in accordance with the Plan
and the Trustee Agreement. No person shall have any interest in, or right to,
any part of the earnings of the funds of the Plan, or any right in, or to, any
part of the assets held under the Plan, except as and to the extent expressly
provided in the Plan. 




	
  

 	
  

 
	
 11.03 

 	
 Investment, Management and Control 

 





The Trustee shall invest, reinvest, manage,
control and make disbursements from the Trust Fund in accordance with the
provisions of this Plan and the Trust Agreement. 



	
  

 	
  

 
	
 11.04 

 	
 Payment of Certain Expenses 

 






Brokerage fees, commissions, stock transfer
taxes and other charges and expenses directly incurred in connection with the
acquisition or disposition of property for or of the Trust Fund, or
distributions therefrom, shall be paid from the Trust Fund. Taxes, if any,
payable by the Trustee on the assets at any time held in the Trust Fund or on
the income thereof shall be paid from the Trust Fund. 





53


ARTICLE 12: AMENDMENT, MERGER AND TERMINATION



	
  

 	
  

 
	
 12.01 

 	
 Amendment of Plan 

 






	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 The Employer, by action of its Board of Directors taken at a meeting
 held either in person or by telephone or other electronic means, or by
 unanimous written consent in lieu of a meeting, reserves the right at any
 time and from time to time, and retroactively if deemed necessary or
 appropriate, to amend in whole or in part any or all of the provisions of the
 Plan.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Amendments to the Plan that are required because of statute or
 rulings of a judicial body or are necessitated for administrative purposes,
 unless such administrative amendments have a material effect on the cost or
 benefit level of the Plan, shall be made by the Administrative Committee.
 Effective as of January 1, 2007, amendments to the Plan that reflect
 acquisitions shall be adopted by the Administrative Committee. All such
 amendments shall be submitted to the Board of Directors at their meeting
 following the adoption of such amendments.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Notwithstanding any provision hereof, no amendment shall make it
 possible for any part of the funds of the Plan to be used for, or diverted
 to, purposes other than for the exclusive benefit of persons entitled to benefits
 under the Plan. No amendment shall be made which has the effect of decreasing
 the balance of the Accounts of any Member or of reducing the nonforfeitable
 percentage of the balance of the Accounts of a Member below the
 nonforfeitable percentage computed under the Plan as in effect on the date on
 which the amendment is adopted or, if later, the date on which the amendment
 becomes effective. 

 
	
  

 	
  

 	
  

 
	
12.02

 	
Merger, Consolidation or Transfer

 





The Plan may not be merged or consolidated
with, and its assets or liabilities may not be transferred to, any other plan
unless each person entitled to benefits under the Plan would, if the resulting
plan were then terminated, receive a benefit immediately after the merger,
consolidation, or transfer which is equal to or greater than the benefit he
would have been entitled to receive immediately before the merger,
consolidation, or transfer if the Plan had then terminated. 




	
  

 	
  

 	
  

 
	
12.03

 	
Additional Participating Employers

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 If any company is or becomes a subsidiary of or associated with an
 Employer, the Board of Directors may include the employees of that subsidiary
 or associated company in the membership of the Plan upon appropriate action
 by that company necessary to adopt the Plan. In that event, or if any persons
 become Employees of an Employer as the result of merger or consolidation or
 as the result of acquisition of all or part of the assets or business of
 another 

 









54


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 company, the Board
 of Directors shall determine to what extent, if any, previous service with the
 subsidiary, associated or other company shall be recognized under the Plan,
 but subject to the continued qualification of the trust for the Plan as
 tax-exempt under the Code.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Any subsidiary or associated company may terminate its participation in
 the Plan upon appropriate action by it. In that event the funds of the Plan
 held on account of Members in the employ of that company, and any unpaid
 balances of the Accounts of all Members who have separated from the employ of
 that company, shall be determined by the Administrative Committee. Those
 funds shall be distributed as provided in Section 12.04 if the Plan should be
 terminated, or shall be segregated by the Trustee as a separate trust,
 pursuant to certification to the Trustee by the Administrative Committee,
 continuing the Plan as a separate plan for the employees of that company
 under which the board of directors of that company shall succeed to all the
 powers and duties of the Board of Directors, including the appointment of the
 members of the Administrative Committee.

 
	
  

 	
  

 	
  

 
	
12.04

 	
Termination of Plan

 






	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 The Employer, by action of its Board of Directors, taken at a meeting
 described in Section 12.01 or by unanimous written consent, Board of
 Directors may terminate the Plan or completely discontinue contributions
 under the Plan for any reason at any time. In case of termination or partial
 termination of the Plan, or complete discontinuance of Employer contributions
 to the Plan, the rights of affected Members to their Accounts under the Plan
 as of the date of the termination or discontinuance shall be nonforfeitable.
 The total amount in each Member’s Accounts shall be distributed, as the
 Administrative Committee shall direct, to him or for his benefit or continued
 in trust for his benefit. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Upon termination of the Plan, Deferred Cash Contributions, with
 earnings thereon, shall only be distributed to Members if (i) neither the
 Employer nor an Affiliated Employer establishes or maintains a successor
 defined contribution plan and (ii) payment is made to the Members in the form
 of a lump sum distribution (as defined in Section 402(e)(4)(D) of the Code,
 without regard to subclauses (I) through (IV) of clause (i) thereof). For
 purposes of this paragraph, a “successor defined contribution plan” is a
 defined contribution plan (other than an employee stock ownership plan as
 defined in Section 4975(e)(7) or 409(a) of the Code (“ESOP”), a simplified
 employee pension as defined in Section 408(k) of the Code (“SEP”), a SIMPLE
 IRA plan as defined in Section 408(p) of the Code, a plan or contract that
 satisfies the requirements of Section 403(b) of the Code, or a plan that is
 described in Section 457(b) or (f)) which exists at the time the Plan is
 terminated or within the 12-month period beginning on the date all assets are
 distributed that accepts salary deferrals. However, in no event shall a
 defined contribution plan be deemed a successor plan if fewer than 2 percent
 of the employees who are eligible to participate in the Plan at the time of
 its termination are or were eligible to participate under another defined
 contribution plan of the Employer or an Affiliated Employer (other than a
 plan excluded under 

 









55


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 the prior sentence) at any time during the period beginning 12 months
 before and ending 12 months after the date of the Plan’s termination.

 









56


ARTICLE 13: GENERAL PROVISIONS







	
  

 	
  

 	
  

 
	
13.01

 	
Nonalienation

 
	
  

 	
  

 	
  

 
	
Except as required by any applicable law, no
benefit under the Plan shall in any manner be anticipated, assigned or
alienated, and any attempt to do so shall be void. 

 
	
  

 	
  

 	
  

 
	
 (a)

 	
 However, payment shall be made in accordance with the provisions of
 any judgment, decree, or order which: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 creates for, or assigns to, a spouse, former spouse, child or other
 dependent of a Member the right to receive all or a portion of the Member’s
 benefits under the Plan for the purpose of providing child support, alimony
 payments or marital property rights to that spouse, child or dependent, 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 is made pursuant to a State domestic relations law, 

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 does not require the Plan to provide any type of benefit, or any
 option, not otherwise provided under the Plan, and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 otherwise meets the requirements of Section 206(d) of ERISA, as
 amended, as a “qualified domestic relations order”, as determined by the
 Administrative Committee. 

 
	
  

 	
  

 	
  

 
	
  

 	
 Notwithstanding anything herein to the contrary, if the amount
 payable to the alternate payee under the qualified domestic relations order
 is less than the applicable cashout amount described in Section 9.03(c) such
 amount shall be paid in one lump sum as soon as practicable following the
 qualification of the order. If the amount exceeds such applicable cashout
 amount, it may be paid as soon as practicable following the qualification of
 the order if the alternate payee consents thereto; otherwise it may not be
 payable before the earliest of (i) the Member’s termination of employment,
 (ii) the time such amount could be withdrawn under Article 7 or (iii) the
 Member’s attainment of age 50.

 
	
  

 	
  

 	
  

 
	
 (b)

 	
 A Member’s benefit under the Plan shall be offset or reduced by the
 amount the Member is required to pay to the Plan under the circumstances set
 forth in Section 401(a)(13)(C) of the Code.

 
	
  

 	
  

 	
  

 
	
 (c)

 	
 A Member’s benefit under the Plan shall be distributed as required
 because of the enforcement of a federal tax levy made pursuant to Section
 6331 of the Code or the collection by the United States on a judgment
 resulting from an unpaid tax assessment.

 

 
	
  

 	
  

 	
  

 
	
13.02

 	
Conditions of Employment Not Affected by Plan

 




The establishment of the Plan shall not
confer any legal rights upon any Employee or other person for a continuation of
employment, nor shall it interfere with the rights of the Employer to 





57


discharge any Employee and to treat him
without regard to the effect which that treatment might have upon him as a
Member or potential Member of the Plan. 




	
  

 	
  

 
	
13.03

 	
Facility of Payment

 





If the Administrative Committee shall find
that a Member or other person entitled to a benefit is unable to care for his
affairs because of illness or accident or is a minor, the Administrative
Committee may direct that any benefit due him, unless claim shall have been
made for the benefit by a duly appointed legal representative, be paid to his
spouse, a child, a parent or other blood relative, or to a person with whom he
resides. Any payment so made shall be a complete discharge of the liabilities
of the Plan for that benefit. 



	
  

 	
  

 
	
13.04

 	
Information

 





Each Member, Beneficiary or other person
entitled to a benefit, before any benefit shall be payable to him or on his account
under the Plan, shall file with the Administrative Committee the information
that it shall require to establish his rights and benefits under the Plan. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
13.05

 	
Top-Heavy Provisions

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 The following definitions apply to the terms used in this Section: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 “applicable determination date” means the last day of the later of
 the first Plan Year or the preceding Plan Year; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 “top-heavy ratio” means the ratio of 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

 	
 the value of the aggregate of the Accounts under the Plan for key
 employees to 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B)

 	
 the value of the aggregate of the Accounts under the Plan for all key
 employees and non-key employees; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 “key employee” means any employee or former employee (including any
 deceased employee) who at any time during the Plan Year that includes the
 applicable determination date was an officer of an Employer or an Affiliated
 Employer having Statutory Compensation greater than $160,000 (as adjusted
 under Section 416(i)(1) of the Code), a 5-percent owner (as defined in
 Section 416(i)(1)(B)(i) of the Code) of an Employer or an Affiliated
 Employer, or a 1-percent owner (as defined in Section 416(i)(1)(B)(ii) of the
 Code) of an Employer or an Affiliated Employer having Statutory Compensation
 greater than $150,000. The determination of who is a key employee shall be
 made in accordance with Section 416(i) of the Code and the applicable
 regulations and other guidance of general applicability issued thereunder.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 “non-key employee” means any Employee who is not a key employee; 

 










58


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 “applicable Valuation Date” means the Valuation Date coincident with
 or immediately preceding the last day of the first Plan Year or the preceding
 Plan Year, whichever is applicable; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vi)

 	
 “required aggregation group” means any other qualified plan(s) of the
 Employer or an Affiliated Entity in which at least one key employee
 participates or participating in during the Plan Year containing the
 applicable determination date or any of the four preceding Plan Years
 (regardless of whether the plan has terminated) or which enable(s) the Plan
 to meet the requirements of Section 401(a)(4) or 410 of the Code; and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vii)

 	
 “permissive aggregation group” means each plan in the required
 aggregation group and any other qualified plan(s) of the Employer or an
 Affiliated Employer in which all members are non-key employees, if the
 resulting aggregation group continues to meet the requirements of Sections
 401(a)(4) and 410 of the Code. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 For purposes of this Section, the Plan shall be “top-heavy” with
 respect to any Plan Year if as of the applicable determination date the
 top-heavy ratio exceeds 60 percent. The top-heavy ratio shall be determined
 as of the applicable Valuation Date in accordance with Sections 416(g)(3) and
 416(g)(4)(B) of the Code and Article 5 of this Plan and shall take into
 account any contributions made after the applicable Valuation Date but before
 the last day of the Plan Year in which the applicable Valuation Date occurs.
 The determination of whether the Plan is top-heavy is subject to the
 following:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 the Accounts under the Plan will be combined with the account
 balances or the present value of accrued benefits under each other plan in
 the required aggregation group and, in the Employer’s discretion, may be
 combined with the account balances or the present value of accrued benefits
 under any other qualified plan in the permissive aggregation group;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 the Accounts for an employee as of the applicable determination date
 shall be increased by the distributions made with respect to the employee
 under the Plan and any plan aggregated with the Plan under Section 416(g)(2)
 of the Code during the one-year period (five-year period in the case of a
 distribution made for a reason other than severance from employment, death,
 or disability) ending on the applicable determination date;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 distributions under any plan that terminated within the five-year
 period ending on the applicable determination date shall be taken into
 account if such plan contained key employees and, therefore, would have been
 part of the required aggregation group; and

 









59


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 if an individual has not performed services for the Employer or an
 Affiliated Employer at any time during the one-year period ending on the
 applicable determination date, such individual’s accounts and the present
 value of his accrued benefits shall not be taken into account. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The following provisions shall be applicable to Members for any Plan
 Year with respect to which the Plan is top-heavy: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 In lieu of the vesting requirements specified in Section 6.02, a
 Member shall be vested in, and have a nonforfeitable right to, his Employer
 Account upon the completion of three years of Vesting Service, provided that
 in no event shall the Vested Portion of a Member’s Employer Account be less
 than the percentage determined under Section 6.02. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 An additional Employer contribution shall be allocated on behalf of
 each Member (and each Employee eligible to become a Member) who is a non-key
 employee, and who has not severed employment as of the last day of the Plan
 Year, to the extent that the contributions made on his behalf under Section
 3.07 and Appendix A, if applicable, for the Plan Year would otherwise be less
 than 3% of his Statutory Compensation. However, if the greatest percentage of
 Statutory Compensation contributed on behalf of a key employee under Sections
 3.01, 3.07 and Appendix A, if applicable, for the Plan Year would be less than
 3%, that lesser percentage shall be substituted for “3%” in the preceding
 sentence. Notwithstanding the foregoing provisions of this subparagraph (ii),
 no minimum contribution shall be made under this Plan with respect to a
 Member (or an Employee eligible to become a Member) if the required minimum
 benefit under Section 416(c)(1) of the Code is provided to him by any other
 qualified pension plan of the Employer or an Affiliated Employer. 

 







	
  

 	
  

 
	
13.06

 	
Written Elections

 






Any elections, notifications or designations
made by a Member pursuant to the provisions of the Plan shall be made in
writing and filed with the Administrative Committee in a time and manner
determined by the Administrative Committee under rules uniformly applicable to
all employees similarly situated. The Administrative Committee reserves the
right to change from time to time the time and manner for making notifications,
elections or designations by Members under the Plan if it determines after due
deliberation that such action is justified in that it improves the
administration of the Plan. In the event of a conflict between the provisions
for making an election, notification or designation set forth in the Plan and
such new administrative procedures, those new administrative procedures shall prevail.





	
  

 	
  

 
	
13.07

 	
Construction

 








	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 The Plan shall be
 construed, regulated and administered under ERISA and the laws of the State
 of New Jersey, except where ERISA controls. 

 









60


	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 The masculine pronoun shall mean the feminine wherever appropriate. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The titles and headings of the Articles and Sections in this Plan are
 for convenience only. In the case of ambiguity or inconsistency, the text
 rather than the titles or headings shall control. 

 











	
  

 	
  

 
	
13.08

 	
Electronic Provision of Notices to Members

 







Notwithstanding any provision of the Plan to
the contrary, any notice required to be distributed to Members, Beneficiaries
and alternate payees pursuant to the terms of the Plan may, at the direction of
the Administrative Committee, be transmitted electronically to the extent
permitted by, and in accordance with any procedures set forth in, applicable
law and regulations.




	
  

 	
  

 
	
13.09

 	
Prevention of Escheat

 








If the Administrative Committee cannot
ascertain the whereabouts of any person to whom a payment is due under the
Plan, the Administrative Committee may, no earlier than three years from the
date such payment is due, mail a notice of such due and owing payment to the
last known address of such person, as shown on the records of the
Administrative Committee or the Employer. If such person has not made written
claim therefore within three months of the date of the mailing, the
Administrative Committee may, if it so elects and upon receiving advice from
counsel to the Plan, direct that such payment and all remaining payments
otherwise due such person be canceled on the records of the Plan and the amount
thereof applied to reduce the contributions of the Employer. Upon such
cancellation, the Plan and the Trust shall have no further liability therefore
except that, in the event such person or his beneficiary later notifies the
Administrative Committee of his whereabouts and requests the payment or
payments due to him under the Plan, the amount so applied shall be paid to him
in accordance with the provisions of the Plan.




	
  

 	
  

 
	
13.10

 	
Blackout Periods

 







Notwithstanding any provision of the Plan to
the contrary, when required by administrative reasons, the Administrative
Committee may temporarily suspend, limit, or restrict the rights of Members,
Beneficiaries or alternate payees (as applicable) to direct or diversify the
investment of some or all of their Accounts, to obtain loans from the Plan, and
to obtain distributions (including in-service withdrawals) from the Plan. The
number and length of such suspensions and the imposition of such limitations or
restrictions shall be limited to the greatest extent practicable. Any
suspension, limitation, or restriction of rights under this Section shall
comply with all applicable law and any guidance issued thereunder and may be
imposed only if the Administrative Committee timely provides notice of the
suspension, limitation, or restriction of such rights, as required by Section
101 of ERISA, any guidance issued thereunder, and any other applicable law.






61


ARTICLE
14: HURRICANE KATRINA RELIEF


This Article 14
establishes the provisions applicable to individuals affected by Hurricane
Katrina. It is intended that such provisions shall be applied and interpreted
in accordance with the provisions of the Katrina Emergency Tax Relief Act of
2005 (“KETRA”) or any subsequent guidance from the Internal Revenue Service or
Department of Labor interpreting KETRA.


	
  

 	
  

 	
  

 
	
 14.01

 	
 Qualified
 Individual.

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 Qualified
 Individual. A Member whose principal residence on August 28,
 2005 was located in one of the Hurricane Katrina designated disaster areas as
 so designated for purposes of KETRA (the “Affected Areas”) and who sustained
 an economic loss as a result of Hurricane Katrina.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Other Katrina Members. A Member whose place of
 employment on August 29, 2005 was in the Affected Areas, but not his
 principal residence.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Family Members. Lineal ascendants, lineal
 descendants, dependents and spouses of Qualified Individuals or of Other
 Katrina Members.

 
	
  

 	
  

 	
  

 
	
 14.02

 	
 Hurricane Katrina
 Distribution. 

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 Hurricane
 Katrina Distribution. A qualified Hurricane
 Katrina distribution is a distribution made on or after August 25, 2005 and
 before January 1, 2007, to a Qualified Individual. The amounts available for
 qualified Hurricane Katrina distributions under the Plan include amounts attributable to Deferred Cash Contributions and
 Catch-Up Contributions, Qualified Nonelective Contributions, or Qualified
 Matching Contributions, notwithstanding the fact that a distribution may occur before an otherwise permitted
 distributable event.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Amount
 of Distribution. The aggregate amount of qualified
 Hurricane Katrina distributions, taken by a Qualified Individual under this
 Section 14.02(b), shall not exceed $100,000, in the aggregate, from all plans
 maintained by the Employer (and any member of any controlled group of the
 Employer which includes the Employer), including the aggregate amount of
 distributions recharacterized as qualified Hurricane Katrina distributions
 received by the individual for all prior taxable years.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Other
 Distributions. Hardship distributions described in
 Section 7.04(b) may be made to Plan Members on behalf of Other Katrina
 Members and Family Members on or after August 29, 2005 and no later than
 March 31, 2006. Subsections 7.04(c)(ii)(B) and 14.02(b) hereof shall not
 apply to such distributions. Subsection 14.06 hereof shall apply to such
 distributions.

 









62


	
  

 	
  

 	
  

 
	
 14.03

 	
 No
 Rollover Treatment. 

 
	
  

 	
  

 
	
 Qualified
 Hurricane Katrina distributions shall not be treated
 as eligible rollover distributions for purposes of Sections 401(a)(31),
 402(f) and 3405 of the Code in regards to the requirements for direct
 transfer of eligible rollover distributions, tax notice and tax withholding
 requirements. 

 
	
  

 
	
 14.04

 	
 Recontributions. 

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 Distributions
 taken from the Plan, received by a Qualified Individual after February 28,
 2005 and before August 29, 2005, intended for use to purchase or construct a
 principal residence in the Affected Areas may be recontributed to this Plan
 during the period beginning August 25, 2005 and ending on February 28, 2006,
 provided the residence is not purchased or constructed as a result of the
 damage caused by Hurricane Katrina. Recontributed amounts shall be treated as
 Rollover Contributions pursuant to Section 3.08 of the Plan. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 If a
 Member receives a qualified Hurricane Katrina
 distribution, the Member may, pursuant to 101(c)(1) of KETRA, at any time
 during the three-year period beginning on the day after the date on which
 such distribution was received, make one or more contributions to the Plan in
 an aggregate amount not to exceed the amount of such distribution.
 Recontributed amounts shall be treated as Rollover Contributions pursuant to
 Section 3.08 of the Plan. 

 
	
  

 	
  

 	
  

 
	
 14.05

 	
 Loan Amount. 

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 Notwithstanding
 the otherwise applicable provisions set forth in Section 8.05 of the Plan,
 Plan loans to Members who are Qualified Individuals that are made after September 23, 2005 and before January 1, 2007,
 shall not exceed one hundred percent (100%) of the total vested accrued
 benefits of the Member under the Plan as of the date of the loan. Any such
 amount may be secured by up to 100% of the Member’s vested Account
 balance in the Trust Fund. In no
 event shall the amount of any loan to any such Member exceed $100,000
 (reduced by the highest outstanding loan balance during the one-year period
 ending on the day before the loan was made over the outstanding balance of
 loans from the Plan on the day the loan was made). The maximum number of
 loans outstanding that any Member is permitted to have in accordance with the
 Member Loan Procedures shall not be increased as a result of the
 provisions of this subsection.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Repayment
 of Loans. A Member who is a Qualified Individual who has
 outstanding loans on or after August 25, 2005 with respect to which any
 repayment due date falls during the period beginning August 25, 2005 through
 December 31, 2006, may have such due date (or dates) delayed for one year.
 The suspension period shall be disregarded in determining the original five
 (5) year repayment date (or fifteen (15) year repayment date for principal
 residence loans). Loan payments must resume as soon as practicable after the
 end of the suspension period, and the term of the loan shall be extended by
 the duration of such suspension period. Repayments shall be appropriately
 adjusted with accrued interest to reflect the delay in the due date(s). 

 









63


	
  

 	
  

 	
  

 
	
 14.06

 	
 Documentation
 Requirements. 

 
	
  

 	
  

 
	
 The Plan
 will not be treated as failing to follow procedural requirements for Plan
 distributions or loans otherwise imposed by the terms of the Plan, when such
 requirements are disregarded for Katrina related purposes, provided, however,
 that the Plan Administrator makes a good-faith effort to
 comply with such requirements. Notwithstanding the foregoing, the Plan
 Administrator shall make a reasonable attempt to assemble supporting
 documentation as soon as practical.

 









64


IN WITNESS WHEREOF, the Company has caused this
instrument to be executed by an officer duly authorized on this _______ day of
___________, _______.


	
  

 	
  

 	
  

 
	
  

 	
 CURTISS-WRIGHT CORPORATION

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	

  


 
	
  

 	
  

 	

 


 











65


APPENDIX A: SPECIAL RULES APPLICABLE TO ACQUIRED ENTITIES


The provisions of
this Appendix A shall apply to Employees who were formerly employed by entities
that were acquired by the Employer or an Affiliated Employer and, to the extent
specified, to Employees who are employed at such operations or facilities
subsequent to the acquisition thereof.


	
  

 	
  

 	
  

 
	
 1.

 	
 Aviall, Inc.

 
	
  

 	
  

 	
  

 
	
  

 	
 Each former employee of the
 Aviall, Inc., Accessory Services Division who became an Employee as of May
 21, 1996, shall be eligible to become a Member on any Enrollment date on or
 after he completes one year of service, including service with Aviall, Inc.

 
	
  

 	
  

 
	
 2.

 	
 Alpha Heat Treaters Division of Alpha-Beta
 Industries, Inc.

 
	
  

 	
  

 
	
  

 	
 Each former employee of the Alpha
 Heat Treaters Division of Alpha-Beta Industries, Inc. who became an Employee
 as of April 30, 1998, shall be eligible to become a Member on any Enrollment
 date on or after he completes one year of service, including service with
 Alpha-Beta Industries. 

 
	
  

 	
  

 
	
 3.

 	
 Enertech

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 As of January 1, 2000, any
 Employee hired on July 31, 1998 whose immediate prior service was with
 Enertech shall be eligible to participate in the Plan as of the Enrollment
 Date coinciding with or next following the date he completes his Year of
 Eligibility Service, which Year of Eligibility Service shall include all
 service at Enertech and shall remain eligible so long as he continues to satisfy
 the eligibility requirements.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Any Employee hired on July 31,
 1998 whose immediate prior service was with Enertech shall continue to vest
 in matching contributions allocated to his account under Enertech’s prior
 plan, which contributions, including earnings thereon, were transferred to
 the Plan in accordance with a transaction undertaken in compliance with
 Section 414(l) of the Code, in accordance with the following schedule: 

 





	
  

 	
  

 	
  

 
	
 Years of Service

for Vesting 

 	
  

 	
 Vested Percentage 

 
	
 0

 	
  

 	
 0%

 
	
 2

 	
  

 	
 20%

 
	
 3

 	
  

 	
 40%

 
	
 4

 	
  

 	
 60%

 
	
 5

 	
  

 	
 80%

 
	
 6

 	
  

 	
 100%

 









66


	
  

 	
  

 	
  

 
	
 4.

 	
 Metallurgical Processing, Inc.

 
	
  

 	
  

 
	
  

 	
 Each former employee of
 Metallurgical Processing, Inc. who became an Employee as of June 30, 1999
 shall be eligible to become a Member on any Enrollment Date on or after he
 completes one year of service, including service with Metallurgical
 Processing, Inc. and shall remain eligible so long as he continues to satisfy
 the eligibility requirements.

 
	
  

 	
  

 
	
 5.

 	
 Teledyne Fluid Systems

 
	
  

 	
  

 	
  

 
	
  

 	
 Each former employee of Teledyne
 Fluid Systems who became an Employee as of August 28, 1999, shall be eligible
 to become a Member on any Enrollment date on or after he completes one year
 of service, including service with Allegheny Teledyne and shall remain
 eligible so long as he continues to satisfy the eligibility requirements.

 
	
  

 	
  

 
	
 6.

 	
 Electric Furnace Company

 
	
  

 	
  

 
	
  

 	
 Each former employee of Electric
 Furnace Company who became an Employee as of December 15, 2000, shall be
 eligible to become a Member on any Enrollment date on or after he completes
 one year of service, including service with Electric Furnace Company, and
 shall remain eligible so long as he continues to satisfy the eligibility
 requirements.

 
	
  

 	
  

 
	
 7.

 	
 Lau Defense Systems and Vista Controls

 
	
  

 	
  

 
	
  

 	
 Each former employee of Lau
 Defense Systems and Vista Controls who became an Employee as of November 1,
 2001, shall be eligible to become a Member on any Enrollment date on or after
 he completes one year of service, including service with Lau Defense Systems
 and Vista Controls, and shall remain eligible so long as he continues to
 satisfy the eligibility requirements.

 
	
  

 	
  

 
	
 8.

 	
 Ironbound Heat Treating Company

 
	
  

 	
  

 
	
  

 	
 Each former employee of Ironbound
 Heat Treating Company who became an Employee as of November 5, 2001, shall be
 eligible to become a Member on any Enrollment date on or after he completes
 one year of service, including service with Ironbound Heat Treating Company,
 and shall remain eligible so long as he continues to satisfy the eligibility
 requirements.

 
	
  

 	
  

 
	
 9.

 	
 Peerless Instrument Company

 
	
  

 	
  

 
	
  

 	
 Each former employee of Peerless
 Instrument Company who became an Employee as of November 8, 2001, shall be
 eligible to become a Member on any Enrollment date on or after he completes
 one year of service, including service with Peerless Instrument Company, and
 shall remain eligible so long as he continues to satisfy the eligibility
 requirements.

 
	
  

 	
  

 
	
 10.

 	
 Deltavalve USA, L.L.C

 
	
  

 	
  

 
	
  

 	
 Each former employee of Deltavalve
 USA, L.L.C. who became an Employee as of December 12, 2001 shall be eligible
 to become a Member on any Enrollment date on or after he completes one year
 of service, including service with Deltavalve USA, L.L.C., and shall remain
 eligible so long as he continues to satisfy the eligibility requirements.

 









67


	
  

 	
  

 	
  

 
	
 11.

 	
 Bodycote Thermal Processing

 
	
  

 	
  

 
	
  

 	
 Each former employee of Bodycote
 Thermal Processing who became an Employee as of December 19, 2001, shall be
 eligible to become a Member on any Enrollment date on or after he completes
 one year of service, including service with Bodycote Thermal Processing, and
 shall remain eligible so long as he continues to satisfy the eligibility
 requirements.

 
	
  

 	
  

 
	
 12.

 	
 Penny & Giles Controls, Inc.

 
	
  

 	
  

 
	
  

 	
 Each former employee of Penny
 & Giles Controls, Inc. who became an Employee as of April 1, 2002, shall
 be eligible to become a Member on any Enrollment date on or after he
 completes one year of service, including service with Penny & Giles
 Controls, Inc., and shall remain eligible so long as he continues to satisfy
 the eligibility requirements.

 
	
  

 	
  

 
	
 13.

 	
 Autronics Corp.

 
	
  

 	
  

 
	
  

 	
 Each former employee of Autronics
 Corp. who became an Employee as of April 1, 2002, shall be eligible to become
 a Member on any Enrollment Date on or after he completes one year of service,
 including service with Autronics Corp., and shall remain eligible so long as
 he continues to satisfy the eligibility requirements.

 
	
  

 	
  

 
	
 14.

 	
 Curtiss-Wright
 Electro-Mechanical Corp.

 
	
  

 	
  

 
	
  

 	
 Notwithstanding any provision
 hereof to the contrary, no Employee who is employed by Curtiss-Wright
 Electro-Mechanical Corp., or any subsidiary or division thereof shall be
 eligible to become a Member of this Plan.

 
	
  

 	
  

 
	
 15.

 	
 TAPCO

 
	
  

 	
  

 
	
  

 	
 Each former employee of TAPCO
 International, Inc. who became an Employee as of December 1, 2002, and each
 Employee who is thereafter employed at the operations acquired by the
 Employer in connection with its acquisition of the assets of TAPCO
 International, Inc. shall not be eligible to become a Member prior to October
 1, 2004, but shall be eligible to become a Member on any Enrollment Date on
 or after October 1, 2004.

 
	
  

 	
  

 
	
 16.

 	
 Novatronics, Inc.

 
	
  

 	
  

 
	
  

 	
 Notwithstanding any provision
 hereof to the contrary, no Employee who is employed at any operations or
 facilities acquired by the Employer in its acquisition of Novatronics, Inc.
 shall be eligible to become a Member in this Plan.

 
	
  

 	
  

 
	
 17.

 	
 Nova Machine
 Products Corp.

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 Each Employee who is employed at
 any operations or facilities acquired by the Employer in its acquisition of
 Nova Machine Products Corp. shall not be eligible to become a Member prior to
 July 1, 2005 but shall be eligible to become a Member on any Enrollment Date
 on or after July 1, 2005 (such employees hereinafter referred to as “Nova
 Machine Employees”).

 









68


	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 The Employer may make special
 contributions to the Plan on account of any Plan Year, in an amount to be
 determined by the Employer, on behalf of each Member who is a Nova Machine
 Employee on the last day of that Plan Year and who has made either Deferred
 Cash Contributions or After-Tax Contributions during that Plan Year. The
 special contributions shall be paid to the Trustee no later than the time
 (including extensions) prescribed by law for the filing of the Employer’s
 federal income tax return for the year for which the contributions are made.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The special contributions, if any,
 for a particular Plan Year shall be a specified percentage (as determined by
 the Employer) of the Deferred Cash Contributions and/or After-Tax
 Contributions made by or on behalf of each eligible Nova Machine Employee
 pursuant to Sections 3.01 and/or 3.05 during that Plan Year. Notwithstanding
 the foregoing, any special contributions made for the period July 1, 2005
 through December 31, 2005 shall be based solely on the Member’s contributions
 made during that period.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 The Administrative Committee shall
 establish such separate accounts within the Employer Account as may be
 necessary to properly account for the special contributions.

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 A Nova Machine Employee shall vest
 in his special contribution subaccount within his Employer Account upon the
 earliest to occur of: (A) his completion of three Years of Vesting Service,
 (B) his attainment of age 65 while employed by the Employer or an Affiliated
 Employer, or (C) his death while employed by the Employer or an Affiliated
 Employer. For purposes of this Item 17, an Employee shall be credited with a
 Year of Vesting Service for each Plan Year commencing on and after January 1,
 2005 in which the Employee completes at least 1,000 Hours of Service. The
 Employee shall also be credited with the number of Years of Vesting Service
 the Employee had accrued under the terms of the Nova Division 401(k) Plan as
 of December 31, 2004.

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 The special contribution shall be
 included in performing the contribution percentage test under Section 3.12 in
 accordance with applicable law.

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 The one per calendar year
 restriction on in-service withdrawals under Section 7.03 shall not apply to
 any employee who had an account balance transferred to this Plan from the
 Nova Division 401 (k) Plan as of July 1, 2005.

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 The Administrative Committee shall
 adopt such rules of administration uniformly applicable to all employees
 similarly situated as it deems necessary to administer the provisions of this
 Item 17 in accordance with applicable law.

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Effective for plan years after
 December 31, 2007, the special contributions provided for in sub-paragraph
 (b) and described in sub-paragraph (c) of this paragraph 17 will no longer be
 provided. Sub-paragraphs (d) through (h) will remain in effect.

 









69


	
  

 	
  

 	
  

 
	
 18.

 	
 IMC Magnetics
 Corporation

 
	
  

 	
  

 
	
  

 	
 Each former employee of IMC
 Magnetics Corporation who became an Employee as of August 31, 2007, shall be
 eligible to become a Member as of January 1, 2008, and shall remain eligible
 so long as he continues to satisfy the eligibility requirements. 

 
	
  

 	
  

 
	
 19.

 	
 V-METRO

 
	
  

 	
  

 
	
  

 	
 Each former employee of V-METRO
 (which includes former employees of Micro Memory LLC) who became an Employee
 as of October 15, 2008, shall be eligible to become a Member on January 1,
 2009, and shall remain eligible so long as he continues to satisfy the
 eligibility requirements.

 
	
  

 	
  

 
	
 20.

 	
 EST Group, Inc.

 
	
  

 	
  

 
	
  

 	
 Each former employee of EST Group,
 Inc. who became an Employee as of March 6, 2009, shall be eligible to become
 a Member on July 1, 2009, and shall remain eligible so long as he continues
 to satisfy the eligibility requirements.

 
	
  

 	
  

 
	
 21.

 	
 Hybricon Corporation

 
	
  

 	
  

 
	
  

 	
 Each former employee of Hybricon
 Corporation who became an Employee as of June 1, 2010, shall be eligible to
 become a Member on October 1, 2010, and shall remain eligible so long as he
 continues to satisfy the eligibility requirements.