exv10w30

RENT-A-CENTER, INC.

By:

Name:

/s/ Robert D. Davis

Robert D. Davis

Senior Vice President – Finance,

Chief Financial Officer and Treasurer

RENT-A-CENTER, INC.
401(k) RETIREMENT SAVINGS PLAN

TABLE OF CONTENTS


	Page
ARTICLE I DEFINITIONS		2

ARTICLE II ELIGIBILITY		15
2.1 Initial Eligibility Requirements		15
2.2 Treatment of Interruptions of Service		16
2.3 Change in Status		17

ARTICLE III CONTRIBUTIONS		17
3.1 Pre-Tax Contributions		17
3.2 Matching Contributions		19
3.3 Profit Sharing Contributions		19
3.4 Discretionary Contributions		19
3.5 Form of Contributions		20
3.6 Timing of Contributions		20
3.7 Contingent Nature of Company Contributions		20
3.8 Restoration Contributions		21
3.9 USERRA Compliance		21
3.10 Catch-up Contributions		21

ARTICLE IV ROLLOVERS AND TRANSFERS BETWEEN PLANS		22
4.1 Rollover Contributions		22
4.2 Transfer Contributions		23
4.3 Spin-offs to Other Plans		23

ARTICLE V PARTICIPANTS’ ACCOUNTS: CREDITING AND ALLOCATIONS		24
5.1 Establishment of Participants’ Account		24
5.2 Allocation and Crediting of Pre-Tax, Matching, Profit Sharing, Rollover and Transfer Contributions		24
5.3 Allocation and Crediting of Discretionary Contributions		24
5.4 Crediting of Restoration Contributions		25
5.5 Allocation of Forfeitures		25
5.6 Allocation and Crediting of Investment Experience		25
5.7 Notice to Participants of Account Balances		26
5.8 Good Faith Valuation Binding		26
5.9 Errors and Omissions in Accounts		26

ARTICLE VI CONTRIBUTION AND SECTION 415 LIMITATIONS AND NONDISCRIMINATION REQUIREMENTS		27
6.1 Deductibility Limitations		27
6.2 Maximum Limitation on Elective Deferrals		27


	Page
6.3 Nondiscrimination Requirements for Pre-Tax Contributions		28
6.4 Nondiscrimination Requirements for Matching Contributions		30
6.5 Order of Application		33
6.6 Code Section 415 Limitations on Maximum Contributions		33
6.7 Construction of Limitations and Requirements		35

ARTICLE VII INVESTMENTS		36
7.1 Establishment of Trust Account		36
7.2 Investment Fund		36
7.3 Participant Direction of Investments		36
7.4 Valuation		38
7.5 Voting and Tender Offer Rights		39
7.6 Fiduciary Responsibilities for Investment Directions		41
7.7 Appointment of Investment Manager; Authorization to Invest in Collective Trust		41
7.8 Purchase of Life Insurance		42
7.9 Transition Rule		42
7.10 Effective Date of Employer Stock Fund Amendments		42

ARTICLE VIII VESTING IN ACCOUNTS		42
8.1 General Vesting Rule		42
8.2 Vesting Upon Attainment of Normal Retirement Age, Death or Disability		43
8.3 Timing of Forfeitures and Vesting after Restoration Contribution		43
8.4 Vesting after Delayed or In-Service Distribution		44
8.5 Amendment to Vesting Schedule		44

ARTICLE IX PAYMENT OF BENEFITS FROM ACCOUNTS		45
9.1 Benefits Payable Upon Separation From Service for Reasons Other Than Death		45
9.2 Death Benefits		47
9.3 Forms of Distribution		48
9.4 Cash-Out Payment of Benefit		48
9.5 Qualified Domestic Relations Orders		49
9.6 Beneficiary Designation		49
9.7 Claims and Appeal Procedures		50
9.8 Explanation of Rollover Distributions		50
9.9 Unclaimed Benefits		51
9.10 Transition Rule		51
9.11 Distribution Upon Severance from Employment		51
9.12 Minimum Distribution Requirements		51

ARTICLE X WITHDRAWALS AND LOANS		56
10.1 Hardship Withdrawals		56
10.2 Age 59¹/2 Withdrawals		57
10.3 Rollover Account and After-Tax Account Withdrawals		57
10.4 Source of Withdrawal Amounts		57
10.5 Election to Withdraw		57


	Page
10.6 Payment of Withdrawal		57
10.7 Loans to Participants		58
10.8 Transition Rule		58

ARTICLE XI ADMINISTRATION		58
11.1 Plan Administrator		58
11.2 Powers and Responsibility		58
11.3 Reporting and Disclosure		59
11.4 Construction of the Plan		59
11.5 Assistants and Advisors		59
11.6 Investment Authority		60
11.7 Direction of Trustee		60
11.8 Bonding		60
11.9 Indemnification		60

ARTICLE XII ALLOCATION OF AUTHORITY AND RESPONSIBILITIES		61
12.1 Controlling Company and Board		61
12.2 Trustee		61
12.3 Limitations on Obligations of Fiduciaries		61
12.4 Delegation		61
12.5 Multiple Fiduciary Role		62

ARTICLE XIII AMENDMENT, TERMINATION AND ADOPTION		62
13.1 Amendment		62
13.2 Termination		62
13.3 Adoption of the Plan by a Participating Company		63
13.4 Merger, Consolidation and Transfer of Assets or Liabilities		64

ARTICLE XIV TOP-HEAVY PROVISIONS		65
14.1 Top-Heavy Plan Years		65
14.2 Determination of Top-Heavy Status		65
14.3 Top-Heavy Minimum Contribution		68
14.4 Top-Heavy Minimum Vesting		69
14.5 Construction of Limitations and Requirements		69

ARTICLE XV MISCELLANEOUS		70
15.1 Nonalienation of Benefits and Spendthrift Clause		70
15.2 Headings		71
15.3 Construction, Controlling Law		71
15.4 No Contract of Employment		71
15.5 Legally Incompetent		71
15.6 Heirs, Assigns and Personal Representatives		71
15.7 Title to Assets, Benefits Supported Only By Trust Fund		71
15.8 Legal Action		72
15.9 Severability		72
15.10 Exclusive Benefit: Refund of Contributions		72
15.11 Predecessor Service		73

iii

RENT-A-CENTER, INC.
401(k) RETIREMENT SAVINGS PLAN

Rent-A-Center, Inc., a holding company duly organized and existing under the laws of the State of Delaware (the “Controlling Company”), hereby amends and restates the Rent-A-Center, Inc. 401(k) Retirement Savings Plan (the “Plan”) generally effective as of January 1, 2007.

STATEMENT OF PURPOSE

A. The Plan initially was adopted effective as of October 1, 1997 under the name Renters Choice, Inc. 401(k) Retirement Savings Plan. Effective January 1, 1999, the Thorn Americas 401(k) Savings Plan was merged into the Plan, and, in connection with such merger, the Plan was amended and restated and its name was changed to the Rent-A-Center, Inc. 401(k) Retirement Savings Plan.

B. The Plan has been amended from time-to-time since the 1999 restatement, including amendment and restatements effective January 1, 2001 and January 1, 2003 and subsequent amendments.

C. The Plan is hereby amended and restated effective January 1, 2007 (the “Effective Date”) (except where otherwise specifically provided) to incorporate the provisions of Amendments No. One and Two to the Plan; except to the extent that the failure to retroactively make any provisions effective prior to the Effective Date would result in the Plan (as it existed prior to the Effective Date) containing a disqualifying provision, as defined in Treasury Regulations Section 1.401(b)-1 (as modified by any Treasury guidance), or an operational defect, as defined in Revenue Procedure 2006-27, in which case such provision (and any definitions pertinent to the application of such provision) will be retroactively effective to the date which will result in no such disqualifying provision or operational defect in the Plan prior to the Effective Date. The Plan, as set forth in this document, is intended and should be construed as a restatement and continuation of the Plan as previously in effect, as so amended.

D. The purpose of the Plan is to provide certain benefits for the Employers’ Eligible Employees and their Beneficiaries. It is the intention of the Controlling Company that the Plan meet all of the requirements necessary or appropriate to qualify it as a 401(k) profit sharing plan under Code Sections 401(a) and 401(k) and that the Trust made a part hereof be exempt from tax under Code Section 501(a), and all provisions hereof shall be interpreted accordingly.

STATEMENT OF AGREEMENT

To amend and restate the Plan with the purposes and goals as herein above described, the Controlling Company hereby sets forth the terms and provisions of the Plan as follows:

ARTICLE I

DEFINITIONS

For purposes of the Plan, the following terms, when initially capitalized, shall have the meanings set forth below, unless a different meaning plainly is required by the context.

1.1 Account shall mean, with respect to a Participant or Beneficiary, the amount of money or other property in the Trust Fund, as is evidenced by the last balance posted in accordance with the terms of the Plan to the account record established for such Participant or Beneficiary. The Plan Administrator, as required by the terms of the Plan and otherwise as it deems necessary or desirable in its sole discretion, may establish and maintain separate subaccounts for each Participant and Beneficiary, provided allocations are made to such subaccounts in the manner described in Article V of the Plan. “Account” shall refer to the aggregate of all separate subaccounts or to individual, separate subaccounts, as the appropriate context requires.

1.2 ACP or Average Contribution Percentage shall mean, with respect to a specified group of Participants for a Plan Year, the average of the ratios (calculated separately for each Participant in such group and rounded to the nearest 1/100th of a percent) of (i) the total of the amount of Matching Contributions and, to the extent designated by the Plan Administrator, the other elective and/or qualified nonelective contributions (excluding Pre-Tax, other elective and/or qualified nonelective contributions counted for purposes of Section 6.3 and any Contributions returned to a Participant or otherwise removed from his Account to correct excess Annual Additions) actually paid to the Trustee on behalf of each such Participant for a specified Plan Year, to (ii) such Participant’s Compensation for such specified Plan Year. If a Highly Compensated Employee participates in the Plan and in one or more other plans of any Affiliates to which matching or after-tax contributions are made (other than a plan for which aggregation with the Plan is not permitted), the matching and after-tax contributions made with respect to such Highly Compensated Employee shall be aggregated for purposes of determining his ACP. The ACP shall be rounded to the nearest 1/100th of a percent and shall be calculated in a manner consistent with the terms of Code section 401(m) and the regulations promulgated thereunder. If a Participant is eligible to participate in the Plan for all or a portion of a Plan Year by reason of satisfying the eligibility requirements of Article II but makes no Pre-Tax Contributions which are taken into account (as described above) for purposes of calculating his ACP, and if he receives no allocations of Matching Contributions or qualified nonelective contributions which are taken into account (as described above) for purposes of calculating his ACP, such Participant’s ACP for such Plan Year shall be zero.

1.3 ACP Tests shall mean the nondiscrimination tests described in Section 6.4.

1.4 Active Participants shall mean, for any Plan Year (or any portion thereof), any Covered Employee who, pursuant to the terms of Article II, has been admitted to, and not removed from, active participation in the Plan since the last date his employment commenced or recommenced.

1.5 ADP or Actual Deferral Percentage shall mean, with respect to a specified group of Participants for a Plan Year, the average of the ratios (calculated separately for each Participant in such group and rounded to the nearest 1/100th of a percent) of (i) the total of the amount of Pre-Tax Contributions and Discretionary Contributions (excluding Pre-Tax Contributions and Discretionary Contributions, if any, designated by the Plan Administrator to be taken into account under Section 6.4 to help satisfy the ACP Tests, or removed from a Participant’s Account to correct excess Annual Additions) and, to the extent designated under Section 6.3(b) by the Plan Administrator, other elective and/or qualified nonelective contributions (excluding qualified nonelective contributions counted for purposes of Section 6.4(c)) made on behalf of each such Participant for a specified Plan Year, to (ii) such Participant’s Compensation for such specified Plan Year. If a Highly Compensated Employee participates in the Plan and one or more plans of any Affiliates to which pre-tax contributions are made (other than a plan for which aggregation with the Plan is not permitted), the pre-tax contributions made with respect to such Highly Compensated Employee shall be aggregated for purposes of determining his ADP. The ADP shall be rounded to the nearest 1/100th of a percent and shall be calculated in a manner consistent with the terms of Code section 401(k) and the regulations promulgated thereunder. If a Participant is eligible to participate in the Plan for all or a portion of a Plan Year by reason of satisfying the eligibility requirements of Article II but makes no Pre-Tax Contributions and receives no allocation of qualified nonelective contributions that are taken into account for purposes of the ADP Tests, such Participant’s ADP for such Plan Year shall be zero percent.

1.6 ADP Tests shall mean the nondiscrimination tests described in Section 6.3.

1.7 Affiliate shall mean (i) a Participating Company, and (ii) any company, person or organization which, on such date (A) is a member of the same controlled group of corporations (within the meaning of Code section 414(b)) as is a Participating Company; (B) is a trade or business (whether or not incorporated) which controls, is controlled by or is under common control (within the meaning of Code section 414(c)) with a Participating Company; (C) is a member of an affiliated service group (as defined in Code section 414(m)) which includes a Participating Company; or (D) is required to be aggregated with a Participating Company pursuant to regulations promulgated under Code section 414(o); provided, solely for purposes of Section 6.6, the term “Affiliate” as defined in this Section shall be deemed to include any corporation that would be an Affiliate if the phrase “more than 50 percent” were substituted for the phrase “at least 80 percent” in each place the latter phrase appears in Code section 1563(a)(1).

1.8 After-Tax Account shall mean the separate subaccount established and maintained on behalf of a Participant or Beneficiary to reflect his interest in the Trust Fund attributable to after-tax contributions made to the Thorn Americas Plan prior to January 1, 1998.

1.9 Annual Addition shall mean the sum of the amounts described in Section 6.6(c)(1).

1.10 Beneficiary shall mean the person(s) designated in accordance with Section 9.6, to receive any death benefits that may be payable under the Plan upon the death of a Participant.

1.11 Benefit Commencement Date shall mean, with respect to a Participant or Beneficiary, the first day of the first period for which payment of his benefit under the Plan is scheduled to commence, either as a result of his written election or by operation of the Plan.

1.12 Board shall mean the board of directors of the Controlling Company. A reference to the board of directors of any other Participating Company shall specify it as such.

1.13 Break in Service shall mean, with respect to periods of severance of an Employee beginning on and after January 1, 1999, a period of 12 consecutive months beginning on a post-1998 Severance Date or a post-1998 anniversary of such date, during which such Employee does not complete an Hour of Service. For purposes of determining whether or not the Employee has incurred a Break in Service, and solely for the purpose of avoiding a Break in Service, an Employee absent from work due to a Maternity or Paternity Leave shall not have a Break in Service until the second anniversary of the first day of such absence from employment, provided that the period between the first and second anniversary of such first day of absence is not a period of service for any other purpose.

For the purpose of determining whether or not an Employee has incurred a Break in Service, and solely for the purpose of avoiding a Break in Service, to the extent required under the Family and Medical Leave Act of 1993 and the regulations thereunder, an Employee shall be deemed to be performing services for an Affiliate during any period the Employee is granted leave under such Act for (i) the birth of a child, (ii) the placement with the Employee of a child for adoption or foster care, (iii) to care for a spouse, child or parent of the Employee with a serious health condition, or (iv) for a serious health condition that makes the Employee unable to perform the functions of the Employee’s job.

1.14 Business Day shall mean each day on which the Trustee operates and is open to the public for its business. If more than one trust is used as a funding vehicle for the Plan, Business Day shall be determined by reference to the institutional Trustee; provided, if there is more than one institutional Trustee, the Plan Administrator shall designate and specify the institutional Trustee with respect to which Business Day shall be determined.

1.15 Catch-up Contributions shall mean contributions made pursuant to Section 3.10 of the Plan and Code Section 414(v).

1.16 Catch-up Contribution Election shall mean an election by an Active Participant directing the Participating Company of which he is an Employee to withhold an amount from his current Compensation and to contribute such withheld amount to the Plan as a Catch-up Contribution. In order to make a Catch-up Contribution Election, a Participant shall meet the eligibility requirements of Section 3.10 and shall have made an election to make Pre-Tax Contributions up to the Maximum Deferral Amount.

1.17 Code shall mean the Internal Revenue Code of 1986, as amended.

1.18 Company Contributions shall mean Pre-Tax, Catch-up, Matching, Profit Sharing and Discretionary Contributions made by the Participating Companies pursuant to the terms of the Plan.

1.19 Company Stock shall mean Company Stock issued by the Controlling Company which constitutes “qualifying employer securities” under Code section 4975(e)(8). In the event Company Stock or other qualifying employer securities are or become not readily tradeable on an established securities market, the fair market value thereof shall be as determined by an independent appraiser meeting requirements similar to those contained in Treasury Regulations promulgated under Code section 170(a)(1).

1.20 Compensation shall have the meaning set forth in subsection (a), (b), (c) or (d) hereof, whichever is applicable:

(a) Benefit Compensation. For purposes of determining the amount of Pre-Tax Contributions under Section 3.1, determining the amount of Matching Contributions and Profit Sharing Contributions under Section 3.2 and 3.3, and allocating Discretionary Contributions under Section 5.3, and for all other purposes except those set forth in Subsections (b), (c), (d) and (e) hereof, “Compensation” shall mean, for any Plan Year, the total of the amounts described in subsections (1) and (2) minus the amounts described in subsections (3), (4), and (5), as follows:

(1) All amounts that are wages within the meaning of Code section 3401(a) and all other payments of compensation to an employee by his employer (in the course of the employees trade or business) for which the employer is required to furnish the employee a written statement under Code section 6041(d), section 6051(a)(3) and section 6052; provided, such amounts shall be determined without regard to any rules under Code section 3401 that limit remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code section 3401(a)(2)); plus

(2) all pre-tax, salary deferral or reduction contributions made to the Plan and other Section 401(k), Section 125 and Section 132 plans of the Affiliates on behalf of a Participant for such Plan Year (including any contributions made under Code section 402(e)(3), section 402(h)(1)(B) or section 403(b)); minus

(3) all amounts included in subsection (1) or (2) that consist of reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation and welfare benefits (even if includable in gross income); minus

(4) any amounts paid or made available to a Participant during the Plan Year while he is not actively participating in the Plan; minus

(5) all Compensation in excess of $200,000 (as determined under Code section 401(a)(17) and adjusted by the Secretary of the Treasury under such Code section for cost of living expenses).

(b) Section 415 Compensation. Solely for purposes of Section 6.1 (relating to maximum deductible contribution limitations under Code section 404), Section 6.6 (relating to maximum contribution and benefit limitations under Code section 415) and

Section 14.3 (relating to minimum Contributions under a Top-Heavy Plan), “Compensation” shall mean, with respect to a Participant for a specified period, the amounts from all Affiliates referred to in subsection (a)(1) hereof. “Compensation” as determined hereunder shall also include any elective deferrals as defined in Section 402(g)(3) and any deferrals made pursuant to Code sections 125, 132 or 457.

(c) Key Employee Compensation. Solely for purposes of determining which Employees are Key Employees under Section 14.2 and which Employees are Highly Compensated Employees under Section 1.43, for any applicable Plan Year, “Compensation” shall mean the total of the amounts from all Affiliates determined under subsections (a)(1), (a)(2) and (a)(5) hereof.

(d) Testing Compensation. For purposes of performing discrimination testing to ensure compliance with Code section 401(a)(4), section 401(k) and section 401(m), “Compensation” generally shall be defined separately for the Controlling Company and its Affiliates as the amounts determined under subsections (a)(1), (a)(2), (a)(4), and (a)(5); provided, on a Plan Year-by-Plan Year basis, the Plan Administrator may elect to use the definition of “Compensation” as set forth in subsection (b) or (c) hereof or any other definition that satisfies the nondiscrimination requirements of Code section 414(s).

1.21 Contributions shall mean, individually or collectively, the Pre-Tax, Catch-up, Matching, Profit Sharing, Discretionary, Rollover and Transfer Contributions permitted under the Plan.

1.22 Controlling Company shall mean Rent-A-Center, Inc., a Delaware holding company, and its successors which adopt the Plan.

1.23 Covered Employee shall mean an Employee other than:

(a) An Employee who is a nonresident alien who receives no earned income from an Affiliate which constitutes income from sources within the United States;

(b) An Employee who is a member of a collective bargaining unit, unless the terms of the collective bargaining agreement between the Participating Company of the Employee and the bargaining unit require that the Employee be eligible to participate in the Plan.

(c) An individual classified as an independent contractor or leased employee under a Participating Company’s customary worker classification procedures (whether or not such individual is actually an Employee). The term “leased employee” means any person (other than an employee of the recipient) who pursuant to an agreement between the recipient and any other person (“leasing organization”) has performed services for the recipient (or the recipient and 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 (1) year and such services are performed under the primary direction or control by the recipient. Contributions or benefits provided a leased employee by the leasing organization which are attributable to services performed for the recipient employer shall be treated as provided by the recipient employer.

A leased employee shall not be considered an employee of the recipient if (i) such employee is covered by a money purchase pension plan providing: (1) a nonintegrated employer contribution rate of at least ten percent (10%) of compensation, as defined in Section 415(c)(3) of the Code, but not including amounts contributed by the employer pursuant to a salary reduction agreement which is excludable from the employee’s gross income under Section 125, Section 402(a)(8), Section 402(h) or Section 403(b) of the Code, (2) immediate participation, and (3) full and immediate vesting; and (ii) leased employees do not constitute more than twenty percent (20%) of the recipient’s workforce that are not Highly-Compensated Employees.

(d) an individual employed pursuant to an agreement providing that the individual is not eligible to participate in the Plan.

(e) an Employee whose basic compensation for services on behalf of a Participating Company is not paid directly by the Participating Company or an Affiliate.

(f) an individual who is not contemporaneously classified as an Employee of a Participating Company’s payroll system. In the event such individual is reclassified as an Employee for any purpose, including, without limitation, as a common law or statutory employee, by any action of any third party, including, without limitation, any government agency, or as a result of any private lawsuit, action, or administrative proceeding, such individual will, notwithstanding such reclassification, remain ineligible for participation hereunder and will not be considered a Covered Employee. In addition to and not in derogation of the foregoing, the exclusive means for an individual who is not contemporaneously classified as an Employee of a Participating Company’s payroll system to become eligible to participate in this Plan is through an amendment to the Plan which specifically renders such individual eligible for participation hereunder.

1.24 Deferral Election shall mean an election by an Active Participant directing the Participating Company of which he is an Employee to withhold a percentage of his current Compensation from his paychecks and to contribute such withheld amounts to the Plan as Pre-Tax Contributions, all as provided in Section 3.1.

1.25 Defined Benefit Minimum shall mean the minimum benefit level as described in Section 14.3(d).

1.26 Defined Benefit Plan shall mean any qualified retirement plan maintained by an Affiliate which is not a Defined Contribution Plan.

1.27 Defined Contribution Minimum shall mean the minimum contribution level as described in Section 14.3(c).

1.28 Defined Contribution Plan shall mean a plan described in Section 6.6(c)(2).

1.29 Determination Date shall mean the date described in Section 14.2(b)(1).

1.30 Disability or Disabled shall mean a disability as determined under the Company’s long-term disability plan. Any claims with respect to any determination of Disability under the

Company’s long-term disability plan shall be resolved under the claims procedures that apply to such long-term disability plan. No determination of Disability shall be made under this Plan.

1.31 Discretionary Contributions shall mean the amounts paid by each Participating Company to the Trust Fund as provided in Section 3.4.

1.32 Discretionary Account shall mean the separate subaccount established and maintained on behalf of a Participant or Beneficiary to reflect his interest in the Trust Fund attributable to Discretionary Contributions.

1.33 Effective Date shall mean January 1, 2007, the date that this restatement of the Plan generally shall be effective; provided, any effective date specified herein for any provision, if different from the Effective Date, shall control.

1.34 Elective Deferrals shall mean, with respect to a Participant for any calendar year, the total amount of his Pre-Tax Contributions plus such other amounts as shall be determined pursuant to the terms of Code section 402(g)(3).

1.35 Eligible Participant shall mean, for purposes of allocating Discretionary Contributions for any Plan Year, any Active Participant who was not a Highly Compensated Employee.

1.36 Eligible Retirement Plan shall mean a plan which is a defined contribution plan, the terms of which permit the acceptance of rollover distributions and which is either (i) an individual retirement account described in Code section 408(a), (ii) an individual retirement annuity described in Code section 408(b) (other than an endowment contract), (iii) a qualified trust described in Code section 401(a) and exempt from tax under Code section 501(a), (iv) an annuity plan described in Code section 403(a), (v) an annuity contract described in Section 403(b) of the Code, or (vi) and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan. The definition of Eligible Retirement Plan shall also apply in the case of distribution to a Surviving Spouse or to a Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code.

1.37 Eligible Rollover Distribution shall mean any distribution to (i) a Participant, (ii) his Surviving Spouse (after his death), or (iii) his Spouse or former Spouse who is his alternate payee under a qualified domestic relations order (see Sections 9.5 and 15.1), of all or any portion of the balance to his credit in a qualified trust (including any distribution to a Participant of all or any portion of his Account); provided, an “Eligible Rollover Distribution” shall not include (i) any distribution which is one of a series of substantially equal periodic payments made, not less frequently than annually, (A) for the life (or life expectancy) of the employee or the joint lives (or joint life expectancies) of the employee and his beneficiary, or (B) for a specified period of 10 years or more, (ii) any distribution to the extent such distribution is required under Code section 401(a)(9), (iii) the portion of any distribution that is not includible in gross income of the employee, and (iv) any amount that is distributed on account of hardship.

1.38 Employee shall mean any individual who is employed by a Participating Company including officers, but excluding independent contractors, and directors who are not officers or otherwise employees.

1.39 Employment Date shall mean the date on which an Employee first completes an Hour of Service.

1.40 Entry Date shall mean the first day of each calendar month during the period in which the Plan remains in effect.

1.41 ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.42 Forfeiture shall mean, for any Plan Year, the dollar amount of an Account of a former Employee that is removed from the Account during such Plan Year.

1.43 Highly Compensated Employee shall mean an employee of an Affiliate who:

(a) was a five percent (5%) owner (“5 Percent owner”) during a Plan Year or during the preceding Plan Year; or

(b) received compensation from a Participating Company in excess of $80,000 (subject to indexing as permitted by the Code and Treasury Regulations thereunder) during the preceding Plan Year and, if the Company elects in accordance with Code Section 414(q), is in the group consisting of the top twenty percent (20%) of the employees of the Participating Company when ranked on the basis of compensation paid during such year.

Notwithstanding the foregoing, the Controlling Company can elect to use compensation received in the current Plan Year in lieu of compensation received in the preceding Plan Year under Section 1.43(b) to the extent permitted by Code Section 414(q) and applicable guidance of the Internal Revenue Service.

For purposes of this Section 1.43, the term “compensation” means compensation as defined in Section 415(c)(3) of the Code.

A former employee shall be treated as a Highly Compensated Employee if:

(1) Such employee was a Highly Compensated Employee when such employee separated from service; or

(2) Such employee was a Highly Compensated Employee at any time after attaining age fifty-five (55).

(c) Nonresident Aliens. For purposes of this Section, nonresident aliens who receive no earned income from an Affiliate which constitutes income from sources within the United States (as described in Code section 414(q)(8)) shall not be treated as employees.

(d) Compliance with Code Section 414(q). The determination of who is a Highly Compensated Employee shall be made in accordance with Code section 414(q) and the regulations promulgated thereunder.

1.44 Hour of Service shall mean each hour for which an Employee is paid, or entitled to payment, for the performance of duties for an Affiliate.

1.45 Investment Fund or Funds shall mean one or all of the investment funds established from time to time pursuant to the terms of Section 7.2.

1.46 Investment Manager shall mean an “investment manager” within the meaning of ERISA Section 3(38).

1.47 Key Employee shall mean any person described in Section 14.2(b)(2).

1.48 Leave of Absence shall mean an excused leave of absence granted to an Employee by an Affiliate in accordance with applicable federal or state law or the Affiliate’s personnel policy. Among other things, Leave of Absence shall be granted to an Employee under such circumstances as the Plan Administrator shall determine are fair, reasonable and equitable, as applied uniformly among Employees under similar circumstances.

1.49 Limitation Year shall mean the 12-month period ending on each December 31, which shall be the “limitation year” for purposes of Code section 415 and the regulations promulgated thereunder.

1.50 Matching Account shall mean the separate subaccount established and maintained on behalf of a Participant or Beneficiary to reflect his interest in the Trust Fund attributable to Matching Contributions.

1.51 Matching Contributions shall mean the amounts paid by each Participating Company to the Trust Fund as a match to Participants’ Pre-Tax Contributions, as provided in Section 3.2.

1.52 Maternity or Paternity Leave shall mean any period during which an Employee is absent from work as an employee of an Affiliate (i) because of the pregnancy of such Employee; (ii) because of the birth of a child of such Employee; (iii) because of the placement of a child with such Employee in connection with the adoption of such child by such Employee; or (iv) for purposes of such Employee caring for a child immediately after the birth or placement of such child.

1.53 Maximum Deferral Amount shall mean the maximum Pre-Tax Contribution that can be made to this Plan, as determined under Section 402(g)(5), but shall not include Catch-up Contributions.

1.54 Named Fiduciary shall mean the Controlling Company, the Board, the Plan Administrator and the Trustee.

1.55 Non-Key Employee shall mean any person described in Section 14.2(b)(3).

1.56 Normal Retirement Age shall mean age 62.

1.57 Participant shall mean any person who has been admitted to, and has not been removed from, participation in the Plan pursuant to the provisions of Article II. “Participant” shall include Active Participants and former Employees who have an Account under the Plan.

1.58 Participating Company shall mean any company that has adopted or hereafter may adopt the Plan for the benefit of its employees and which continues to participate in the Plan, all as provided in Section 13.3. Participating Companies as of the Effective Date are set out on Schedule B.

1.59 Permissive Aggregation Group shall mean the group of plans described in Section 14.2(b)(4).

1.60 Plan shall mean the Rent-A-Center, Inc. 401(k) Retirement Savings Plan as contained herein and all amendments thereto. The Plan is intended to be a profit sharing plan qualified under Code sections 401(a) and 401(k).

1.61 Plan Year shall mean the 12-month period ending on each December 31.

1.62 Pre-Tax Account shall mean the separate subaccount established and maintained on behalf of a Participant or Beneficiary to reflect his interest in the Trust Fund attributable to Pre-Tax Contributions.

1.63 Pre-Tax Contributions shall mean the amounts paid by each Participating Company to the Trust Fund at the election of Participants pursuant to Section 3.1(a).

1.64 Prior Plan shall mean this Plan as in effect prior to January 1, 2007.

1.65 Profit Sharing Account shall mean the separate subaccount established and maintained on behalf of a Participant or Beneficiary to reflect his interest in the Trust Fund attributable to Profit Sharing Contributions.

1.66 Profit Sharing Contributions shall mean the amounts paid by each Participating Company to the Trust Fund, as provided in Section 3.3.

1.67 Qualified Nonelective Contributions shall mean the amounts paid by each Participating Company to the Trust Fund as provided in Section 3.4.

1.68 Qualified Spousal Waiver shall mean a written election executed by a Spouse, delivered to the Plan Administrator and witnessed by a notary public or a Plan representative, which consents to the payment of all or a specified portion of a Participant’s death benefit to a Beneficiary other than such Spouse and which acknowledges that such Spouse has waived his right to be the Participant’s Beneficiary under the Plan. A Qualified Spousal Waiver shall be valid only with respect to the Spouse who signs it and shall apply only to the alternative Beneficiary designated therein, unless the written election expressly permits other designations without further consent of the Spouse. A Qualified Spousal Waiver shall be irrevocable unless revoked by the Participant by way of (i) a written statement executed by the Participant and

delivered to the Plan Administrator, or (ii) a written revocation of the nonspouse Beneficiary designation to which such Spouse has consented; provided, any such revocation must be received by the Plan Administrator prior to the Participant’s date of death.

1.69 Required Aggregation Group shall mean the group of plans described in Section 14.2(b)(5).

1.70 Restoration Contributions shall mean the amounts paid to the Trust Fund by or on behalf of a rehired individual pursuant to Section 3.8.

1.71 Rollover Account shall mean the separate subaccount established and maintained on behalf of a Participant or Beneficiary to reflect his interest in the Trust Fund attributable to Rollover Contributions.

1.72 Rollover Contributions shall mean the amounts contributed to the Trust Fund (and received and accepted by the Trustee) as “rollover” contributions received from an Eligible Retirement Plan as defined in Code section 402(c) and Section 1.36 of the Plan. An amount shall be treated as a Rollover Contribution only to the extent that its acceptance by the Trustee is permitted under the Code (including the regulations and rulings promulgated thereunder). Notwithstanding the foregoing, the Plan shall not accept a rollover contribution from any plan or account which has an after-tax account or from any plan which requires that distributions be made in any form other than a single sum distribution.

1.73 Severance Date shall mean, with respect to an Employee of an Affiliate, the earlier of:

(a) the date on which such Employee quits, retires, is discharged or dies; or

(b) the first anniversary of the first date such Employee is absent from employment with all Affiliates (with or without pay) for any other reason (for example, vacation, Disability, Leave of Absence or layoff).

1.74 Severance from Employment means a separation from service that occurs when:

(a) an Employee ceases to be employed by the Controlling Company or an Affiliate, or

(b) a person fails to report for work with the Controlling Company or an Affiliate, at the termination of an authorized leave of absence.

A transfer of employment from the Controlling Company to an Affiliate or from an Affiliate to the Controlling Company shall not constitute a Severance from Employment for purposes of the Plan. A person shall not be considered to have incurred a Severance from Employment due to his having entered the Uniformed Services of the United States unless it is determined by the Plan Administrator that he has no reemployment rights under the law. Upon the sale of all of the stock (or other membership or equity interests) or substantially all of the assets used in a trade or business of any Participating Company which has adopted the Plan prior to such sale, a Severance from Employment shall occur on the date of such sale with respect to

any Employee who continues in employment with the purchaser of such assets or with such Participating Company, as the case may be, provided that the following conditions are met:

(a) the Controlling Company continues to maintain the Plan after such sale;

(b) the Participating Company ceased to be a Participating Company under the Plan prior to such sale;

(c) the purchaser of such Participating Company’s stock (or other membership or equity interests) does not adopt the Plan;

(d) the purchaser is not an Affiliate; and

(e) no assets or liabilities of the Plan are transferred to a defined contribution plan maintained by the purchaser, or any subsidiary or affiliate of the purchaser, as the case may be.

After incurring a Severance from Employment, a terminated person shall not be eligible for or credited with Hours of Service or Years of Vesting Service for any purpose under the Plan with respect to any period after such Severance from Employment.

1.75 Spouse or Surviving Spouse shall mean, with respect to a Participant the person who is treated as married to such Participant under the laws of the state in which the Participant resides. The determination of a Participant’s Spouse or Surviving Spouse shall be made as of the earlier of the date as of which benefit payments from the Plan to such Participant are made or commence (as applicable) or the date of such Participant’s death. In addition, a Participant’s former spouse shall be treated as his Spouse or Surviving Spouse to the extent provided under a qualified domestic relations order as defined in Code section 414(p).

1.76 Thorn Americas Plan shall mean the Thorn Americas 401(k) Savings Plan which was merged into this Plan on January 1, 1999.

1.77 Top-Heavy Group shall mean the group of plans described in Section 14.2(b)(6).

1.78 Top-Heavy Plan shall mean a plan to which the conditions set forth in Article XIV apply.

1.79 Transfer Account shall mean one or more separate subaccounts established and maintained on behalf of a Participant or Beneficiary to reflect his interest in the Trust Fund attributable to Transfer Contributions; provided, to the extent that the Plan Administrator (in conjunction with the Plan’s recordkeeper) deems appropriate, other subaccounts may be used to reflect Participant’s interests attributable to Transfer Contributions. “Transfer Account” shall refer to the aggregate of all separate subaccounts established for Transfer Contributions or to individual, separate subaccounts appropriately described, as may be appropriate in context. Transfer Accounts shall be reflected and described on a schedule hereto.

1.80 Transfer Contributions shall mean amounts which are received either (i) by a direct trustee to trustee transfer or (ii) as part of a spin-off, merger or other similar event by the

Trustee from the trustee or custodian of another qualified retirement plan and held in the Trust Fund on behalf of a Participant or Beneficiary. Transfer Contributions shall retain the character that those contributions had under the other qualified retirement plan; for example, after-tax contributions under a prior plan shall continue to be treated as after-tax contributions when held in the Transfer Account.

1.81 Trust or Trust Agreement shall mean the separate agreement between the Controlling Company and the Trustee governing the creation of the Trust Fund and all amendments thereto.

1.82 Trustee shall mean INTRUST Bank, N.A.

1.83 Trust Fund shall mean the total amount of cash and other property held by the Trustee (or any nominee thereof) at any time under the Trust Agreement.

1.84 Valuation Date shall mean each Business Day; provided, the value of an Account or the Trust Fund on a day other than a Business Day shall be the value determined for the immediately preceding Business Day.

1.85 Years of Vesting Service shall mean, with respect to an Employee, the number of whole 12-month periods of service commencing on the Employee’s Employment Date and ending on Severance Date, subject to the following provisions:

(a) Aggregation Rule. In determining an Employee’s number of whole 12-month periods of service for purposes of this Section, nonsuccessive periods of service shall be aggregated (to the extent that any portion of such service is not excluded pursuant to the terms of subsection (c) or (d) hereof) on the basis of days of service, with 365 days (366 days in a leap year) of service equal to one Year of Vesting Service. Periods of service of less than 365 days (366 days in a leap year) shall be disregarded.

(b) Counting Periods of Severance. In determining an Employee’s periods of service for purposes of this Section, the following periods of severance shall be taken into account and treated as periods of service:

(1) If an Employee’s employment with all Affiliates terminates and the Employee then performs an Hour of Service within 12 months of his Severance Date, the period between his Severance Date and his next, succeeding Employment Date shall be treated as a period of service; and

(2) If an Employee’s employment with all Affiliates terminates before the end of the initial 12-month period that begins on the first date such Employee is absent from employment with all Affiliates for any reason other than termination of his employment (for example, vacation, Disability, Leave of Absence or layoff), and if such Employee then performs an Hour of Service before the end of said initial 12-month period, the period from his initial date of absence to his next succeeding Employment Date shall be treated as a period of service.

(c) Pre-Break Service. Years of Vesting Service shall exclude any period of time prior to a Break in Service if the Employee was not vested in his Matching Account prior to the Break in Service and has incurred 5 or more consecutive 1-year Breaks in Service.

(d) Post-Break Service. Years of Vesting Service completed after a period in which the Participant had at least 5 consecutive Breaks in Service shall be disregarded for the purpose of determining his vested interest in that portion of his Account which accrued before such Breaks in Service.

(e) Predecessor Plan. To the extent required by Code section 414(a)(1) and not otherwise counted hereunder, if an Affiliate maintains a plan that is or was the qualified retirement plan of a predecessor employer, an Employee’s periods of employment with such predecessor employer shall be taken into account in determining his Years of Vesting Service.

(f) Predecessor Employer. To the extent determined by the Plan Administrator, set forth on Schedule C attached hereto, and not otherwise counted hereunder, an Employee’s periods of employment with one or more companies or enterprises acquired by or merged into, or all or a portion of the assets or business of which are acquired by, an Affiliate shall be taken into account in determining his Years of Vesting Service.

ARTICLE II

ELIGIBILITY

2.1 Initial Eligibility Requirements.

(a) General Rule. Except as provided in this subsection or in subsection (b) or (c) hereof, all as modified by subsection (d) hereof, every Covered Employee shall become an Active Participant on the Entry Date coincident with or next following the date that is the 3-month anniversary date of the Covered Employee’s Employment Date by the Company or an Affiliate, provided he is a Covered Employee on such Entry Date.

(b) Participation Upon Effective Date. Each Covered Employee who is an Active Participant in the Prior Plan on the day immediately preceding the Effective Date shall be an Active Participant in the Plan in accordance with the terms of the Plan.

(c) New Participating Companies. For employees of companies that become Participating Companies after the Effective Date, each Covered Employee employed by a Participating Company on the date such Participating Company first becomes a Participating Company shall become an Active Participant as of such Participating Company’s effective date under the Plan, if, as of the Participating Company’s effective date, the Covered Employee has met the applicable eligibility requirements under Section 2.1(a).

(d) Predecessor Employer. To the extent determined by the Plan Administrator, set forth on Schedule B hereto and not otherwise counted hereunder, an Employee’s periods of employment with one or more companies or enterprises acquired by or merged into, or all or a portion of the assets or business of which are acquired by, an Affiliate shall be taken into account in determining whether he has completed the eligibility requirements set forth herein; and, in its sole discretion, the Plan Administrator may establish a special entry date for all Covered Employees of such an acquired business.

2.2 Treatment of Interruptions of Service.

(a) Leave of Absence or Layoff. If a Covered Employee satisfies the eligibility requirements set forth in Section 2.1 but is on a Leave of Absence at the time he would have become an Active Participant, he shall become an Active Participant on the date he subsequently resumes the performance of duties as a Covered Employee in accordance with the terms of his Leave of Absence.

(b) Reemployment Before Break in Service. If a Covered Employee satisfies the eligibility requirements set forth in Section 2.1, terminates employment with a Participating Company before the Entry Date on which he otherwise would become an Active Participant, and then is reemployed by a Participating Company prior to completing a Break in Service, he shall become an Active Participant on the later of (i) the Entry Date on which he otherwise would have become an Active Participant if he had not terminated employment, or (ii) the date he is reemployed as a Covered Employee.

(1) If a Covered Employee (other than a Covered Employee described in subsection (2)) satisfies the eligibility requirements set forth in Section 2.1, terminates employment with a Participating Company (and all other Participating Companies) before the Entry Date on which he otherwise would become an Active Participant, and then is reemployed as a Covered Employee by a Participating Company after completing a Break in Service, he shall become an Active Participant as of the Entry Date coinciding with or next following his completion of the eligibility requirements set forth in Section 2.1 for the period commencing on his reemployment date that follows his last Break in Service.

(2) A Covered Employee who was an “Employee” as defined under this Plan prior to the Effective Date and who satisfies the Plan’s eligibility conditions but who terminates employment prior to becoming a Participant in this Plan will become a Participant on the later of the (i) the Entry Date on which he otherwise would have become an Active Participant if he had not terminated employment, or (ii) the date he is reemployed as a Covered Employee. The rule in this subsection (2) shall apply whether or not the Covered Employee incurs a Break in Service.

(d) Reparticipation Upon Reemployment. If an Active Participant terminates employment with a Participating Company (and all other Participating Companies), his active participation in the Plan shall cease immediately, and he again shall become an Active Participant as of the day he again becomes a Covered Employee. However, regardless of whether he again becomes an Active Participant, he shall continue to be a Participant until he no longer has an Account under the Plan.

2.3 Change in Status.

(a) Loss of Covered Employee Status. If a Covered Employee (i) satisfies the eligibility requirements set forth in Section 2.1, (ii) changes his employment status (but remains employed) so that he ceases to be a Covered Employee before the Entry Date on which he otherwise would become an Active Participant, and (iii) then again changes his employment status and becomes a Covered Employee prior to completing a Break in Service, he shall become an Active Participant as of the later of (A) the date that would have been his Entry Date, or (B) the date he again becomes a Covered Employee. If an Employee covered by this subsection does complete a Break in Service prior to again becoming a Covered Employee, his entry to participation in the Plan will be governed by Section 2.2(c).

(b) Change to Covered Employee Status. If an Employee who first satisfies the eligibility requirements of Section 2.1 while he is not a Covered Employee subsequently changes his employment status so that he becomes a Covered Employee, he shall become an Active Participant as of the later of (i) the date that would have been his Entry Date, or (ii) the date of his change in status.

(c) Change by Participant. If an Active Participant changes his status of employment (but remains employed) so that he is no longer a Covered Employee, his active participation in the Plan shall cease immediately, and he shall again become an Active Participant in the Plan as of the day he again becomes a Covered Employee. However, regardless of whether he again becomes an Active Participant, he shall continue to be a Participant until he no longer has an Account under the Plan.

ARTICLE III

CONTRIBUTIONS

3.1 Pre-Tax Contributions.

(a) Generally. Each Participating Company shall contribute to the Plan, on behalf of each Active Participant employed by such Participating Company and for each regular payroll period and any payment of bonuses for which an Active Participant has a Deferral Election in effect with such Participating Company, a Pre-Tax Contribution in an amount equal to the amount by which such Active Participant’s Compensation has been reduced for such period pursuant to his Deferral Election. The amount of the Pre-Tax Contribution shall be determined in increments of 1 percent of such Active Participant’s Compensation for each payroll period. An Active Participant may elect to

reduce his Compensation for any period by a minimum of 1 percent and a maximum of 50 percent (or such other minimum or maximum percentage and/or amount established by the Plan Administrator from time to time), subject to the maximum limitations in Article VI; provided, however, that the maximum percentage by which an Active Participant who is a resident of Puerto Rico can elect to reduce his Compensation for any period is 10 percent.

(b) Deferral Elections. Each Active Participant who desires that his Participating Company make a Pre-Tax Contribution on his behalf shall complete and deliver to the Participating Company (or its designee) a Deferral Election. Such Deferral Election shall provide for the reduction of his Compensation from each regular paycheck, bonus paycheck and any other payment of compensation while he is an Active Participant employed by such Participating Company. The Plan Administrator, in its sole discretion, shall prescribe the form of all Deferral Elections and may prescribe such nondiscriminatory terms and conditions governing the use of the Deferral Elections as it deems appropriate. Subject to any modifications, additions or exceptions which the Plan Administrator, in its sole discretion, deems necessary, appropriate or helpful, the following terms shall apply to Deferral Elections:

(1) Effective Date. An Active Participant’s initial Deferral Election with a Participating Company shall be effective for the first payroll period which ends after the Deferral Election is made and after the effective date of such Deferral Election. If an Active Participant fails to submit a Deferral Election in a timely manner, he shall be deemed to have elected a deferral of zero percent. For purposes of this subsection, the “effective date” of a Deferral Election shall mean: (A) for a Participant who commences participation in the Plan on an Entry Date, that Entry Date; and (B) for a Participant who commences or recommences participation in the Plan on a date other than an Entry Date, the date that is as soon as practicable after the date on which the Deferral Election is processed by the Participating Company.

(2) Term. Each Active Participant’s Deferral Election with a Participating Company shall remain in effect in accordance with its original terms until the earlier of (A) the date the Active Participant ceases to be a Covered Employee of all Participating Companies, (B) the date the Active Participant revokes such Deferral Election pursuant to the terms of subsection (b)(3) hereof, or (C) the date the Active Participant or the Plan Administrator modifies such Deferral Election pursuant to the terms of subsection (b)(4) or (b)(5) hereof. If a Participant is transferred from the employment of a Participating Company to the employment of another Participating Company, his Deferral Election with the first Participating Company will remain in effect and will apply to his Compensation from the second Participating Company until the earlier of (A), (B) or (C) of the preceding sentence.

(3) Revocation. An Active Participant’s Deferral Election shall terminate upon his ceasing to be a Covered Employee. In addition, an Active Participant may revoke his Deferral Election with a Participating Company in the

manner prescribed by the Plan Administrator, and such revocation shall be effective as soon as practicable in the calendar month following the calendar month in which it is made (under procedures established for the Plan). An Active Participant who revokes a Deferral Election may enter into a new Deferral Election in the manner prescribed by the Plan Administrator, effective as soon as practicable after the date on which it is processed; provided, the Plan Administrator, in its sole discretion, may specify a suspension period for all Participants who voluntarily revoke their Deferral Elections, such that any new Deferral Election shall not be effective until a later date.

(4) Modification by Participant. An Active Participant may modify his existing Deferral Election to increase or decrease the percentage of his Contribution by making a new Deferral Election in the manner prescribed by the Plan Administrator not more than once each calendar month. Such modification shall be effective as soon as practicable in the calendar month following the calendar month in which it is made (under procedures established for the Plan).

(5) Modification by Plan Administrator. Notwithstanding anything herein to the contrary, the Plan Administrator may modify any Deferral Election of any Active Participant at any time by decreasing the percentage of any Pre-Tax Contributions to any extent the Plan Administrator believes necessary to comply with the limitations described in Article VI.

3.2 Matching Contributions. For each Active Participant on whose behalf a Participating Company has made any Pre-Tax Contributions, the Participating Company may, in its discretion, make a Matching Contribution based on but no greater than the first 4 percent of the Active Participant’s Compensation. Effective for the Plan Year beginning on the Effective Date, the Matching Contribution on behalf of an Active Participant shall be $.50 for each $1.00 of Pre-Tax Contributions, calculated as of each payroll period, but including no more than 4 percent of Compensation for each such payroll period. The total amount of the Matching Contributions which a Participating Company shall make for any Active Participant in a Plan Year shall not exceed 4 percent of such Active Participant’s Compensation paid by such Participating Company. The Board, in its sole discretion, may change the matching percentage at any time.

3.3 Profit Sharing Contributions. For each Active Participant who is employed on the last day of a Plan Year, the Participating Company, in its sole discretion, may make Profit Sharing Contributions at the end of each Plan Year. The Participating Company has complete discretion to determine the amount of the Profit Sharing Contribution, if any, each year. The Participating Company shall allocate Profit Sharing Contributions to such Active Participants in the same ratio as each Participant’s Compensation for the Plan Year bears to the total Compensation of all Participants for the Plan Year.

3.4 Discretionary Contributions. To the extent and in such amounts as the Plan Administrator, in its sole discretion, deems desirable or helpful as a method to help satisfy the ADP and/or ACP Tests for any Plan Year and subject to the requirements and limitations set forth in Sections 6.1, 6.3, 6.4 and 6.6, each Participating Company shall make a Discretionary

Contribution for such Plan Year. In the case of a Discretionary Contribution which is a Qualified Nonelective Contribution, such Qualified Nonelective Contribution for a Plan Year shall meet the requirements of Treasury Regulation Section 1.401(k)-2(a)(6) (or any successor thereto), shall be treated as Pre-Tax Contributions and shall be allocated to each affected Participant’s Pre-Tax Account in a manner proportionate to the Compensation of all affected Participants. The maximum Qualified Nonelective Contribution for each Eligible Participant for each Plan Year shall be an amount equal to the difference between the maximum amount permitted under Section 6.6 after taking into account the Pre-Tax Contributions and Matching Contributions for such Participant. Such Qualified Nonelective Contributions shall be nonforfeitable and shall be subject to the same restrictions on distribution that apply to Pre-Tax Contributions, except that Qualified Nonelective Contributions (and the earnings thereon) shall not be distributable under Section 10.1 in the event of hardship.

3.5 Form of Contributions. All Contributions shall be paid to the Trustee in the form of cash.

3.6 Timing of Contributions.

(a) Pre-Tax Contributions. Each Participating Company that withholds Pre-Tax Contributions from an Active Participant’s paycheck pursuant to Section 3.1 (a) shall pay such Pre-Tax Contributions to the Trustee as of the earliest date on which such Contributions can reasonably be segregated from the Participating Company’s general assets (generally not to exceed 15 business days after the end of the month within which such amounts otherwise would have been payable to such Active Participant in cash or such earlier time as may be required by law).

(b) Matching, Profit Sharing, and Discretionary Contributions. To the extent administratively practicable, all Matching, Profit Sharing, and Discretionary Contributions shall be paid to the Trustee no later than (1) the date for filing the Participating Company’s federal income tax return (including extensions thereof) for the tax year to which such Matching, Profit Sharing, and Discretionary Contributions relate, or (ii) such other date as shall be within the time allowed to permit the Participating Company to properly deduct, for federal income tax purposes and for the tax year of the Participating Company in which the obligation to make such Contributions was incurred, the full amount of such Matching, Profit Sharing, and Discretionary Contributions.

(c) Catch-up Contributions. Each Participating Company that withholds Catch-up Contributions from an Active Participant’s paycheck pursuant to a Catch-up Contribution Election under Section 3.10 shall pay such Catch-up Contribution to the Trustee as of the earliest date on which such Contribution can reasonably be segregated from the Participating Company’s general assets (generally not to exceed fifteen (15) business days after the end of the month within which such amounts otherwise would have been payable to such Active Participant in cash or such earlier time as may be required by law).

3.7 Contingent Nature of Company Contributions. Notwithstanding Section 3.1 and subject to the terms of Section 15.11, each Company Contribution made to the Plan by a

Participating Company is made expressly contingent upon the deductibility thereof for federal income tax purposes for the taxable year of the Participating Company with respect to which such Company Contribution is made.

3.8 Restoration Contributions.

(a) Restoration Upon Buy-Back. If a Participant who is not 100 percent vested in his Matching Account and Profit Sharing Account has received a distribution of the entire vested portion of his Matching Account and Profit Sharing Account in a manner described in Section 8.3(a) (such that he forfeited the nonvested portion of his Matching Account and Profit Sharing Account in accordance with the terms of Section 8.3(a)), and such Participant is subsequently rehired as a Covered Employee prior to the occurrence of 5 consecutive Breaks in Service, that individual may, prior to the earlier of (i) 5 years after the first day on which he is rehired or (ii) the close of the first period of 5 consecutive Breaks in Service commencing after the distribution, repay the full amount of the distribution to the Trustee (unadjusted for gains or losses). Upon such repayment, his Accounts will be credited with (i) all of the benefits (unadjusted for gains or losses) which were forfeited, and (ii) the amount of the repayment.

(b) Restoration of Other Forfeitures. If a Participant has forfeited his nonvested Accounts in accordance with Section 8.3(b) or Section 8.4, and such Participant subsequently is rehired as a Covered Employee prior to the occurrence of 5 consecutive Breaks in Service, his Account shall be credited with all of the benefits (unadjusted for gains or losses) which were forfeited, as determined pursuant to the terms of Section 8.3(b) or Section 8.4, respectively.

(c) Restoration Contribution. The assets necessary to fund the Account of the rehired individual (in excess of the amount of the repayment, if any) shall be provided no later than as of the end of the Plan Year following the Plan Year in which repayment occurs (if subsection (a) hereof applies) or in which the individual is rehired (if subsection (b) hereof applies), and shall be provided in the discretion of the Plan Administrator from (i) income or gain to the Trust Fund with respect to Forfeitures, (ii) Forfeitures arising from the Accounts of Participants employed or formerly employed by the Participating Companies, or (iii) Contributions by the Participating Companies.

3.9 USERRA Compliance. Notwithstanding any provision of the Plan to the contrary, contributions, benefits, Plan loan repayment suspensions and service credit with respect to qualified military service will be provided in accordance with Code Section 414(u), which provides special rules relating to the reemployment of veterans under the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”).

3.10 Catch-up Contributions. Effective January 1, 2002, all Active Participants (other than Participants who work in and are residents of Puerto Rico, so long as Puerto Rico law does not permit Catch-up Contributions) who are eligible to make Pre-Tax Contributions under this Plan and who have attained or will attain age fifty (50) before the close of the Plan Year shall be eligible to make Catch-up Contributions in accordance with, and subject to the limitations of, Section 414(v) of the Code. Such Catch-up Contributions shall not be taken into account for

purposes of the provisions of the Plan implementing the required limitations of Section 402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416 of the Code, as applicable, by reason of the making of such Catch-up Contributions. Each Active Participant who desires that his Participating Company make a Catch-up Contribution on his behalf shall complete and deliver to the Participating Company (or its designee) a Catch-up Deferral Election, in the form prescribed for such purpose and under such terms and conditions as shall be determined by the Plan Administrator, in its sole discretion. Notwithstanding anything herein to the contrary, the Plan Administrator may modify any Catch-up Contribution Election of any Active Participant at any time to the extent the Plan Administrator believes necessary to comply with the limitations of this Section 3.10 and Code Section 414(v). For purposes of clarification, although a Catch-up Contribution is made on a pre-tax basis and is an elective deferral under the Code, the defined terms Pre-Tax Contributions and Elective Deferral as used in this Plan do not refer to Catch-up Contributions. Accordingly, there are no Matching Contributions with respect to Catch-up Contributions. Catch-up Contributions shall be maintained in the Pre-Tax Account of a Participant and shall not require a separate subaccount.

ARTICLE IV

ROLLOVERS AND TRANSFERS BETWEEN PLANS

4.1 Rollover Contributions.

(a) Request by Covered Employee. A Covered Employee may make a written request to the Plan Administrator that he be permitted to contribute, or cause to be contributed, to the Trust Fund a Rollover Contribution which is received by such Covered Employee or to which such Covered Employee is entitled. Such written request shall contain information concerning the type of property constituting the Rollover Contribution and a statement, satisfactory to the Plan Administrator, that the property constitutes a Rollover Contribution. If a Covered Employee who is not a Participant makes a Rollover Contribution, the time and method of distribution of such Covered Employee’s Rollover Account shall be determined under the terms of the Plan as if such Covered Employee were a Participant, but he shall not be considered a Participant under the Plan for any other purpose.

(b) Acceptance of Rollover. Subject to the terms of the Plan and the Code (including regulations and rulings promulgated thereunder), the Plan Administrator, in its sole discretion, shall determine whether (and if so, under what conditions and in what form) a Rollover Contribution shall be accepted at any time by the Trustee. For example, the Plan Administrator, in its sole discretion, may decide to allow Rollover Contributions from Participants and/or direct Rollover Contributions from another qualified retirement plan (as described in Code section 401(a)(31)) and may decide to pass through to the Covered Employee making the Rollover Contribution any recordkeeping fees directly attributable to his Rollover Contribution. In the event the Plan Administrator permits an Active Participant to make a Rollover Contribution, the amount of the Rollover Contribution shall be transferred to the Trustee and allocated as soon as practicable

thereafter to a Rollover Account for the Active Participant. Unless the Plan Administrator permits otherwise, all Rollover Contributions shall be made in cash.

4.2 Transfer Contributions.

(a) Direct Transfers Permitted. The Plan Administrator, in its sole discretion, shall permit direct trustee-to-trustee transfers of assets and liabilities to the Plan (which shall be distinguished from direct Rollover Contributions as described in Code section 401(a)(31)) as a Transfer Contribution on behalf of an Active Participant. However, in no event shall a Transfer Contribution be accepted on behalf of an Active Participant if such Transfer Contribution is from a retirement plan which, with respect to such Participant, is subject to the requirements of providing any alternative form of benefit not permitted under the Plan.

(b) Mergers and Spin-offs Permitted. The Plan Administrator, in its sole discretion, shall permit other qualified retirement plans to transfer assets and liabilities to the Plan as part of a merger, spin-off or similar transaction. Any such transfer shall be made in accordance with the terms of the Code and subject to such rules and requirements as the Plan Administrator may deem appropriate. Without limitation, the Plan Administrator shall determine the schedule under which such Transfer Contributions shall vest. Notwithstanding anything herein to the contrary, in no event shall a Transfer Contribution be accepted if the transferring plan is subject to the requirements of providing any alternative form of benefit not permitted under the Plan.

(c) Establishment of Transfer Accounts. As soon as practicable after the date the Trustee receives a Transfer Contribution, there shall be credited to one or more Transfer Accounts of each Participant the total amount received from the respective accounts of such Participant in the transferring qualified retirement plan. Any amounts so credited as a result of any such merger or spin-off or other transfer shall be subject to all of the terms and conditions of the Plan from and after the date of such transfer.

(d) Certain Transfer Accounts. The Plan will only accept Transfer Contributions in the event that the Plan would not be required to provide any form of distribution with respect to the resulting Transfer Account other than a single sum distribution. For this reason, the Plan will not accept Transfer Contributions which are required to provide annuity or installment forms of distribution. The Plan Administrator may develop additional rules and terms applicable to Transfer Contributions and resulting Transfer Accounts.

4.3 Spin-offs to Other Plans. The Plan Administrator, in its sole discretion, may cause the Plan to transfer to another qualified retirement plan (as part of a spin-off or similar transaction) assets and liabilities maintained under the Plan. Any such transfer shall be made in accordance with the terms of the Code and subject to such rules and requirements as the Plan Administrator may deem appropriate. Upon the effectiveness of any such transfer, the Plan and Trust shall have no further responsibility or liability with respect to the transferred assets and liabilities.

ARTICLE V

PARTICIPANTS’ ACCOUNTS: CREDITING AND ALLOCATIONS

5.1 Establishment of Participants’ Account. The Plan Administrator shall establish and maintain, on behalf of each Participant and Beneficiary, an Account which shall be divided into segregated subaccounts. The subaccounts shall include (to the extent applicable) Pre-Tax, After-Tax, Matching, Profit Sharing, Rollover, and Transfer Accounts and such other subaccounts as the Plan Administrator shall deem appropriate or helpful. Each Account shall be credited with Contributions allocated to such Account and generally shall be credited with income on investments derived from the assets of such Accounts. Notwithstanding anything herein to the contrary, while Contributions may be allocated to a Participant’s Account as of a particular date (as specified in the Plan), such Contributions shall actually be added to a Participant’s Account and shall be credited with investment experience only from the date such Contributions are received and credited to the Participant’s Account by the Trustee. Each Account of a Participant or Beneficiary shall be maintained until the value thereof has been distributed to or on behalf of such Participant or Beneficiary.

5.2 Allocation and Crediting of Pre-Tax, Matching, Profit Sharing, Rollover and Transfer Contributions. As of each Valuation Date coinciding with or immediately following the date on which Pre-Tax, Matching, Profit Sharing, Rollover and Transfer Contributions are received on behalf of an Active Participant, such Contributions shall be allocated and credited directly to the appropriate Pre-Tax, Matching, Profit Sharing, Rollover and Transfer Accounts, respectively, of such Active Participant.

5.3 Allocation and Crediting of Discretionary Contributions.

(a) General Provision. As of the last day of each Plan Year for which the Participating Companies make (or are deemed to have made) Discretionary Contributions, the Plan Administrator shall cause such Discretionary Contributions to be allocated in accordance with the terms of subsection (b), (c), (d) or (e), whichever is applicable.

(b) Per Capita Discretionary Contributions. To the extent that the Administrative Committee designates all or any portion of the Discretionary Contributions for a Plan Year as “Per Capita Discretionary Contributions,” such Contributions shall be allocated to the Accounts of all Eligible Participants who were Employees on the last day of such Plan Year on a per capita basis (that is the same dollar amount shall be allocated to the Account of each such Eligible Participant).

(c) Proportional Discretionary Contributions. To the extent that the Plan Administrator designates all or any portion of the Discretionary Contributions for a Plan Year as “Proportional Discretionary Contributions,” such Contributions shall be allocated to the Account of each Eligible Participant who was an Employee on the last day of such Plan Year in the same proportion that (i) the Compensation of such Eligible Participant for such Plan Year bears to (ii) the total Compensation of all such Eligible Participants for such Plan Year.

(d) Section 415 Discretionary Contributions. To the extent that the Plan Administrator designates all or any portion of the Discretionary Contributions for a Plan Year as “Section 415 Discretionary Contributions,” such Contributions shall be allocated to the Discretionary Account of some or all Eligible Participants (i) beginning with such Eligible Participant(s) who have the lowest Compensation (within the meaning of “Testing Compensation” as described in Section 1.20(d)), until such Eligible Participants) reach their annual addition limits (as described in Section 6.6), or the amount of the Discretionary Contributions is fully allocated, and then (ii) continuing with successive individuals or groups of Eligible Participants in the same manner until the amount of the Section 415 Discretionary Contributions is fully allocated.

(e) Qualified Nonelective Contributions. To the extent that the Plan Administrator designates all or any portion of the Discretionary Contributions as “Qualified Nonelective Contributions,” such contributions shall be allocated to the appropriate subaccount of each Eligible Participant with respect to whom such contributions are made.

5.4 Crediting of Restoration Contributions. As of each Valuation Date coinciding with or immediately following the date (i) on which a Restoration Contribution pursuant to Section 3.8 is received from an Active Participant, or (ii) on which the Plan restores the forfeitable portion of his Account pursuant to Section 3.8(c), such amount shall be credited to the appropriate Pre-Tax, Matching, Profit Sharing, Rollover and Transfer Accounts of the Active Participant, in the amounts distributed or forfeitable from such Accounts immediately prior to the earlier distribution to such Participant.

5.5 Allocation of Forfeitures. To the extent Forfeitures for a Plan Year are not used to pay Restoration Contributions pursuant to Section 3.8(b), to replace abandoned Accounts as provided in Section 9.9, or to pay Plan expenses as provided in Section 15.12, the Plan Administrator, in its sole discretion shall deem such Forfeitures to be Matching, Profit Sharing and/or Discretionary Contributions (which shall first be used to reduce the Participating Companies’ obligation, if any, to make such Contributions pursuant to the terms of the Plan and then shall be added to, and combined with, any such other Contributions made for such Plan Year by the Participating Companies), and such Forfeitures shall be allocated pursuant to the terms of Section 5.2 or Section 5.3, as applicable.

5.6 Allocation and Crediting of Investment Experience. As of each Valuation Date, the Trustee shall determine the fair market value of the Trust Fund which shall be the sum of the fair market values of the Investment Funds. The Plan Administrator shall determine the amount of the Accounts as follows:

(a) Determination of Investment Experience. As of each Valuation Date, the investment earnings (or losses) of each Investment Fund shall be the amount by which the sum determined in (1) exceeds (or is less than) the sum determined in (2), where (1) and (2) are as follows:

(1) The sum of (A) the fair market value of such Investment Fund as of such Valuation Date, plus (B) the amount of distributions and withdrawals and

any transfers to other Investment Funds made since the immediately preceding Valuation Date from amounts invested in the Investment Fund; and

(2) The sum of (A) the fair market value of the Investment Fund as of the immediately preceding Valuation Date, plus (B) Contributions deposited in and amounts transferred to such Investment Fund since the immediately preceding Valuation Date.

(b) Utilization of Investment Experience. To the extent directed by the Plan Administrator, investment earnings initially shall be used to pay Restoration Contributions pursuant to Section 3.8(b), to replace abandoned Accounts as provided in Section 9.9 or to pay Plan expenses as provided in Section 15.12. As of each Valuation Date and prior to the allocations described in Section 5.2, Section 5.3, Section 5.4 and Section 5.5, each Participant’s Account shall be allocated and credited with a portion of such remaining earnings or debited with a portion of such losses of each Investment Fund, as determined in accordance with subsection (a) hereof, in the proportion that (i)(A) the amount credited to such Account that was invested in such Investment Fund as of the immediately preceding Valuation Date, minus (B) any distributions or withdrawals or transfers to other Investment Funds which were made from such Account since such preceding Valuation Date and on or before such current Valuation Date, plus (C) any amounts transferred to such Investment Fund since the immediately preceding Valuation Date bears to (ii)(A) the total amount invested in such Investment Fund by all Participants as of the immediately preceding Valuation Date, minus (B) any distributions or withdrawals or transfers to other Investment Funds which were made since such preceding Valuation Date and on or before such current Valuation Date, plus (C) any amounts transferred to such Investment Fund since the immediately preceding Valuation Date.

(c) Unitized Investments. To the extent that the Plan’s recordkeeper keeps its records on the basis of units, the fair market value of each Investment Fund shall be determined on the basis of units. Furthermore, adjustments for Contributions, distributions, withdrawals and transfers to or from each such Investment Fund for purposes of determining fair market value shall be made on the basis of units.

5.7 Notice to Participants of Account Balances. At least once for each Plan Year, the Plan Administrator shall cause a written statement of a Participant’s Account balance to be distributed to the Participant.

5.8 Good Faith Valuation Binding. In determining the value of the Trust Fund and the Accounts, the Trustee and the Plan Administrator shall exercise their best judgment, and all such determinations of value (in the absence of bad faith) shall be binding upon all Participants and Beneficiaries.

5.9 Errors and Omissions in Accounts. If an error or omission is discovered in the Account of a Participant or Beneficiary, the Plan Administrator shall cause appropriate, equitable adjustments to be made as of the Valuation Date as soon as practicable following the discovery of such error or omission.

ARTICLE VI

CONTRIBUTION AND SECTION 415 LIMITATIONS
AND NONDISCRIMINATION REQUIREMENTS

6.1 Deductibility Limitations. In no event shall the total Company Contribution amount for any taxable year of a Participating Company exceed that amount which is properly deductible for federal income tax purposes under the then appropriate provisions of the Code. Generally, the maximum, tax-deductible Company Contribution amount for any taxable year of a Participating Company shall be equal to 15 percent of the total Compensation paid or accrued during such taxable year to all Participants employed by such Participating Company; provided, no Company Contribution amount shall be deductible if it shall cause the Plan to exceed the applicable maximum allocation limitations under Code section 415, as described in Section 6.6. For purposes of this Section, a Company Contribution may be deemed made by a Participating Company for a taxable year if it is paid to the Trustee on or before the date of filing the Participating Company’s federal income tax return (including extensions thereof) for that year or on or before such other date as shall be within the time allowed to permit proper deduction by the Participating Company of the amount so contributed for federal income tax purposes for the year in which the obligation to make such Company Contribution was incurred.

6.2 Maximum Limitation on Elective Deferrals.

(a) Maximum Elective Deferrals Under Participating Company Plans. The aggregate amount of a Participant’s Elective Deferrals made for any calendar year under the Plan and any other plans, contracts or arrangements with the Participating Companies shall not exceed the Maximum Deferral Amount.

(b) Return of Excess Pre-Tax Contributions. If the aggregate amount of a Participant’s Pre-Tax Contributions made for any calendar year by itself exceeds the Maximum Deferral Amount, the Participant shall be deemed to have notified the Plan Administrator of such excess, and the Plan Administrator shall cause the Trustee to recharacterize, if possible, all or a portion of such excess amount as a Catch-up Contribution to the extent permitted under Section 3.10 and Code Section 414(v), and then if there is still an excess remaining, to distribute to such Participant, on or before April 15 of the next succeeding calendar year, the total of (i) the amount by which such Pre-Tax Contributions exceed the Maximum Deferral Amount, plus (ii) any earnings allocable thereto. In determining the amount of earnings allocable to Excess Pre-Tax Contributions, any reasonable alternative method of calculating earnings allocable to Excess Pre-Tax Contributions may be utilized, including the safe harbor method. Earnings from the end of the Plan Year through a date that is no more than seven (7) days before the actual date of distribution (“gap period” income) will also be calculated and distributed with such Excess Pre-Tax Contributions. In addition, Matching Contributions made on behalf of the Participant which are attributable to the distributed Pre-Tax Contributions shall be forfeited.

(c) Return of Excess Elective Deferrals Provided by Other Participating Company Arrangements. If after the reduction described in subsection (b) hereof, a

Participant’s aggregate Elective Deferrals under plans, contracts and arrangements with Participating Companies still exceed the Maximum Deferral Amount, then, the Participant shall be deemed to have notified the Plan Administrator of such excess, and, unless the Plan Administrator directs otherwise, such excess shall be reduced by distributing to the Participant Elective Deferrals that were made for the calendar year under such plans, contracts and/or arrangements with Participating Companies other than the Plan. However, if the Plan Administrator decides to make any such distributions from Pre-Tax Contributions made to the Plan, such distributions (including forfeiture of Matching Contributions) shall be made in a manner similar to that described in subsection (b) hereof.

(d) Discretionary Return of Elective Deferrals. If, after the reductions described in subsections (b) and (c) hereof, (i) a Participant’s aggregate Elective Deferrals made for any calendar year under the Plan and any other plans, contracts or arrangements with Participating Companies and any other employers still exceed the Maximum Deferral Amount, and (ii) such Participant submits to the Plan Administrator, on or before the March 1 following the end of such calendar year, a written request that the Plan Administrator distribute to such Participant all or a portion of his remaining Pre Tax Contributions made for such calendar year, and any earnings attributable thereto (including “gap period” income as described in subsection (b) hereof), then the Plan Administrator may, but shall not be required to, cause the Trustee to distribute such amount to such Participant on or before the following April 15. However, if the Plan Administrator decides to make any such distributions from Pre-Tax Contributions made to the Plan, such distributions (including forfeiture of Matching Contributions) shall be made in a manner similar to that described in subsection (b) hereof.

(e) Return of Excess Annual Additions. Any Pre-Tax Contributions returned to a Participant to correct excess Annual Additions shall be disregarded for purposes of determining whether the Maximum Deferral Amount has been exceeded.

(f) Recharacterization of Catch-up Contributions. In the event a Participant’s Pre-Tax Contributions for a Plan Year do not equal the Maximum Deferral Amount, a Participant’s Catch-up Contributions, if any, for such Plan Year shall be recharacterized as Pre-Tax Contributions for all purposes to the extent necessary to increase Pre-Tax Contributions to equal such Maximum Deferral Amount. In the event that such Catch-up Contributions are recharacterized as Pre-Tax Contributions, such recharacterized amounts shall be treated as Pre-Tax Contributions for all purposes hereunder, including limitations.

6.3 Nondiscrimination Requirements for Pre-Tax Contributions.

(a) ADP Test. The annual allocation of the aggregate of all Pre-Tax Contributions, any Qualified Nonelective Contributions designated by the Plan Administrator for use in connection with the ADP Tests, and, to the extent taken into account under subsection (b) hereof, elective and/or qualified nonelective contributions made under another plan, shall satisfy at least one of the following ADP Tests for each Plan Year:

(1) The ADP for a Plan Year for the Highly Compensated Employees who are Active Participants shall not exceed the product of (A) the ADP for the current Plan Year for the Active Participants who are not Highly Compensated Employees, multiplied by (B) 1.25; or

(2) The ADP for a Plan Year for the Highly Compensated Employees who are Active Participants shall not exceed the ADP for the current Plan Year for the Active Participants who are not Highly Compensated Employees by more than 2 percentage points, nor shall it exceed the product of (A) the ADP for the current Plan Year of the Active Participants who are not Highly Compensated Employees, multiplied by (B) 2.

(b) Multiple Plans. If pre-tax and/or qualified nonelective contributions are made to one or more other plans (other than employee stock ownership plans as described in Code section 4975(e)(7)) which, along with the Plan, are considered as a single plan for purposes of Code section 401(a)(4) or section 410(b), such plans shall be treated as one plan for purposes of this Section, and the pre-tax and applicable qualified nonelective contributions made to those other plans shall be combined with the Pre-Tax and applicable Discretionary Contributions for purposes of performing the tests described in subsection (a) hereof. In addition, the Plan Administrator may elect to treat the Plan as a single plan along with the one or more other plans (other than employee stock ownership plans as described in Code section 4975(e)(7)) to which pre-tax and/or qualified nonelective contributions are made for purposes of this Section; provided, the Plan and all of such other plans also must be treated as a single plan for purposes of satisfying the requirements of Code section 401(a)(4) and section 410(b) (other than the requirements of Code section 410(b)(2)(A)(ii)). However, plans may be aggregated for purposes of this subsection only if they have the same plan year.

(c) Adjustments to Actual Deferral Percentages. In the event that the allocation of the Pre-Tax Contributions and qualified nonelective contributions for a Plan Year does not satisfy one of the ADP Tests of subsection (a) hereof, the Plan Administrator shall cause the Pre-Tax and Discretionary Contributions for such Plan Year to be adjusted in accordance with one or a combination of the following options:

(1) The Plan Administrator may cause the Participating Companies to make, with respect to such Plan Year, Discretionary Contributions on behalf of, and allocable to, the Eligible Participants described in Section 5.3 with respect to such Plan Year, in the minimum amount necessary to satisfy one of the ADP Tests. Such Discretionary Contributions shall be allocated among such Eligible Participants pursuant to one of the methods described in Section 5.3.

(2) (A) Notwithstanding any other provision of the Plan, Excess Contributions, plus any income and minus any loss allocable thereto, shall be distributed no later than the last day of each Plan Year to Participants to whose Accounts such Excess Contributions were allocated for the preceding Plan Year. The Committee will determine the aggregate amount of Excess Contributions to be distributed by reducing the ADP Percentage of the Highly Compensated

Employee with the highest ADP to the extent necessary to (i) satisfy the ADP limits of Section 6.3(a), or (ii) cause such Highly Compensated Employee’s ADP to equal the ADP of the Highly Compensated Employee with the next highest ADP, and then repeat this process until the ADP limits of Section 6.3(a) are satisfied. The aggregate amount of Excess Contributions shall then be distributed, pro rata, to each Highly Compensated Employee with the highest dollar amount of Pre-Tax Contributions of such Highly Compensated Employee to equal the dollar amount of the Pre-Tax Contributions of the Highly Compensated Employee with the next highest dollar amount of Pre-Tax Contributions. This process shall be repeated until the aggregate amount of Excess Contributions is distributed.

(B) For purposes of this Section 6.3(c)(2), Excess Contributions shall mean, with respect to any Plan Year, the excess of:

(i) The aggregate amount of Pre-Tax Contributions and Qualified Nonelective contributions actually taken into account in computing the ADP of Highly Compensated Employees for such Plan Year, over

(ii) The maximum amount of such contributions permitted by the ADP Test (determined by hypothetically reducing contributions made on behalf of Highly Compensated Employees in order of the ADPs, beginning with the highest of such percentages).

(3) In determining the amount of income allocable to Excess Contributions which are distributed pursuant to subsection 6.3(c)(2), any reasonable alternative method of calculating earnings allocable to such Excess Contributions may be utilized, including the safe harbor method. Earnings from the end of the Plan Year through a date that is no more than seven (7) days before the actual date of distribution (“gap period” income) will also be calculated and distributed with such Excess Contributions.

6.4 Nondiscrimination Requirements for Matching Contributions.

(a) ACP Test. The amount of the aggregate of all of a Plan Year’s After Tax and Matching Contributions, any Qualified Nonelective Contributions designated by the Plan Administrator for use in connection with the ACP Tests, and, to the extent designated by the Plan Administrator pursuant to subsection (b) hereof, other elective and/or qualified nonelective contributions made under another plan, shall satisfy at least one of the following ACP Tests for such Plan Year:

(1) The ACP for a Plan Year for the Highly Compensated Employees who are Active Participants shall not exceed the product of (A) the ACP for the current Plan Year for the Active Participants who are not Highly Compensated Employees, multiplied by (B) 1.25; or

(2) The ACP for a Plan Year for the Highly Compensated Employees who are Active Participants shall not exceed the ACP for the current Plan Year for the Active Participants who are not Highly Compensated Employees by more than 2 percentage points, nor shall it exceed the product of (A) the ACP for the current Plan Year of the Active Participants who are not Highly Compensated Employees, multiplied by (B) 2.

(b) Multiple Plans. If matching, after-tax, elective and/or qualified nonelective contributions are made to one or more other plans (other than employee stock ownership plans as described in Code section 4975(e)(7)) which, along with the Plan, are considered as a single plan for purposes of Code section 401(a)(4) or section 410(b), such plans shall be treated as one plan for purposes of this Section, and the matching, after-tax, pre-tax and applicable qualified nonelective contributions made to those other plans shall be combined with the Matching, Pre-Tax and Discretionary Contributions for purposes of performing the tests described in subsection (a) hereof. In addition, the Plan Administrator may elect to treat the Plan as a single plan along with one or more other plans (other than employee stock ownership plans as described in Code section 4975(e)(7)) to which matching, after-tax, elective and/or qualified nonelective contributions are made for purposes of this Section; provided, the Plan and all of such other plans also must be treated as a single plan for purposes of satisfying the requirements of Code section 401(a)(4) and section 410(b) (other than the requirements of Code section 410(b)(2)(A)(ii)). However, plans may be aggregated for purposes of this subsection only if they have the same plan year.

(c) Adjustments to Average Contribution Percentages. In the event that the allocation of the After-Tax, Pre-Tax, Matching and Discretionary Contributions and other elective and qualified nonelective contributions for a Plan Year does not satisfy one of the ACP Tests of subsection (a) hereof, the Plan Administrator shall cause such Matching and/or Discretionary Contributions for the Plan Year to be adjusted in accordance with one or a combination of the following options:

(1) The Plan Administrator may cause the Participating Companies to make, with respect to such Plan Year, Discretionary Contributions on behalf of, and specifically allocable to, the Eligible Participants described in Section 5.3 with respect to such Plan Year, in the minimum amount necessary to satisfy one of the ACP Tests; such Discretionary Contributions shall be allocated among the affected Eligible Participants pursuant to the methods described in Section 5.3. Alternatively or in addition, the Plan Administrator may add a portion of the Pre-Tax Contributions, that are made for the Plan Year by the Participants who are not Highly Compensated Employees and that are not needed for the Plan to satisfy the ADP Tests for the Plan Year, to the Matching Contributions for such Participants to increase the ACP for such Participants.

(2) Notwithstanding any other provision of the Plan, by the last day of the Plan Year following the Plan Year in which the annual allocation failed both of the ACP Tests, the Plan Administrator may direct the Trustee to reduce the Excess Aggregate Contributions taken into account with respect to Highly

Compensated Employees under such failed ACP Tests by the amount of Excess Aggregate Contributions. Excess Aggregate Contributions, plus any income and minus any loss allocable thereto, shall be forfeited and treated as a Forfeiture; provided, however, if the Excess Aggregate Contributions to be reduced are vested and therefore may not be forfeited, those Excess Aggregate Contributions (plus any earnings and minus any loss attributable thereto) shall be distributed to the Highly Compensated Employees from whose Accounts such reductions have been made. Such reductions in Excess Aggregate Contributions shall be made in accordance with, and solely to the Accounts of those Highly Compensated Employees who are affected by, the following procedure:

(A) Any distributions of Excess Aggregate Contributions shall be distributed first to the Highly Compensated Employees with the highest dollar amounts of Matching Contributions (and any qualified Matching Contributions taken into account in the ACP Test) pro rata, in an amount equal to the lesser of (i) the total amount of Excess Aggregate Contributions for the Plan Year or (ii) the amount necessary to cause the amount of such Employee’s Matching Contributions (and any Pre-Tax Contributions taken into account in computing actual contribution percentages) to equal the amount of Matching Contributions (and any Pre-Tax Contributions taken into account in computing actual contribution percentages) of the Highly Compensated Employees with the next highest dollar amount of Matching Contributions (and any Pre-Tax Contributions taken into account in computing actual contribution percentages). This process is repeated until the aggregate amount distributed equals the total amount of Excess Aggregate Contributions. If such Excess Aggregate Contributions are distributed more than two and one-half (2-1/2) months after the last day of the Plan Year in which such excess amounts arose, a ten percent (10%) excise tax will be imposed on the Participating Company maintaining the Plan with respect to those amounts. Excess Aggregate Contributions shall be treated as Annual Additions under the Plan.

(B) For purposes of this Section 6.4(c)(2), Excess Aggregate Contributions shall mean, with respect to any Plan Year, the excess of:

(i) The aggregate amount of the Matching Contributions and after tax contributions (and any Qualified Nonelective Contributions or Pre-Tax Contributions taken into account in computing the ACP) actually made on behalf of Highly Compensated Employees for such Plan Year, over

(ii) The maximum amount of such contributions permitted by the ACP Test (determined by hypothetically reducing contributions made on behalf of Highly Compensated Employees in order of their ACP, beginning with the highest of such percentages).

(3) In determining the amount of income allocable to Excess Aggregate Contributions which are forfeited or distributed pursuant to subsection 6.4(c)(2), any reasonable alternative method of calculating earnings allocable to such Excess Aggregate Contributions may be utilized, including the safe harbor method. Earnings from the end of the Plan Year through a date that is no more than seven (7) days before the actual date of forfeiture or distribution (“gap period” income) will also be calculated and forfeited or distributed with such Excess Aggregate Contributions.

6.5 Order of Application. For any Plan Year in which adjustments shall be necessary or otherwise made pursuant to the terms of Sections 6.2, 6.3 and/or 6.4, such adjustments shall be applied in the order prescribed by the Secretary of Treasury in Treasury Regulations or other published authority.

6.6 Code Section 415 Limitations on Maximum Contributions.

(a) General Limit on Annual Additions. In no event shall the Annual Addition to a Participant’s Account for any Limitation Year, under the Plan and any other Defined Contribution Plan (including voluntary employee contribution accounts in a defined benefit plan, key employee accounts under a welfare benefit plan described in Section 419 of the Code, Participating Company contributions allocated to an individual retirement account under Section 408 of the Code and individual medical accounts, as defined in Section 415(1)(2) of the Code, maintained by a Participating Company, which provide Annual Additions) maintained by an Affiliate, exceed the lesser of:

(1) $40,000, or if greater, the amount as adjusted by the Secretary of Treasury for increases in the cost of living, or

(2) 100 percent (100%) of such Participant’s Compensation as determined under Code Section 415 during such Plan Year, plus Pre-Tax Contributions and Participant Contributions excluded from income under Code Sections 125, 132, 402(g)(3) or 457.

(b) Correction of Excess Annual Additions. If, as a result of either the allocation of Forfeitures to an Account, a reasonable error in estimating a Participant’s Compensation or Elective Deferrals, or such other occurrences as the Internal Revenue Service permits to trigger this subsection, the Annual Addition made on behalf of a Participant exceeds the limitations set forth in this Section, the Plan Administrator shall direct the Trustee to take such of the following actions as it shall deem appropriate, specifying in each case the amount of Contributions involved:

(1) As the first step in reducing a Participant’s Annual Addition, the total of the Pre-Tax Contributions allocated to the Participant’s Pre-Tax Account and the amount of any Matching Contributions attributable thereto shall be reduced in the amount of the excess. The amount of the reduction from the Participant’s Pre-Tax Account (plus any earnings thereon) shall be returned to the Participant, and any Matching Contributions (and earnings thereon) attributable to

the returned Pre-Tax Contributions shall be forfeited and reallocated in the manner described in subsection (c)(2) or (c)(3) hereof.

(2) If further reduction is necessary, the Discretionary Contributions allocated to the Participant’s Account shall be reduced in the amount of the lesser of (A) the amount of his Discretionary Contributions for such year, or (B) the excess. The amount of the reduction shall be reallocated to the Accounts of Active Participants who otherwise are eligible for allocations of Contributions and who are not affected by such limitations, pursuant to the same method as Discretionary Contributions otherwise are allocated to such Accounts, disregarding those Active Participants whose Annual Addition equals or exceed the limitations hereunder.

(3) If the reallocation to the Accounts of other Participants in the then current Limitation Year (as described in subsections (b)(1) and (b)(2) hereof) is impossible without causing them or any of them to exceed the Annual Addition limitations described in this Section, the amount that cannot be reallocated without exceeding such limitations shall continue to be held in a suspense account and shall be applied to reduce permissible Contributions in each successive Plan Year until such amount is fully allocated; provided, so long as any suspense account is maintained pursuant to this Section: (A) no Contributions shall be made to the Plan which would be precluded by Code section 415; (B) investment gains and losses of the Trust Fund shall not be allocated to such suspense account; and (C) amounts in the suspense account shall be allocated in the same manner as Contributions as of the earliest Valuation Date possible, until such suspense account is exhausted.

(1) Annual Addition. For purposes of this Section, the term “Annual Addition” for any Participant means the sum for any Limitation Year of:

(A) contributions made by an Affiliate on behalf of the Participant under all Defined Contribution Plans;

(B) contributions made by the Participant under all Defined Contribution Plans of an Affiliate (excluding rollover contributions as defined in Code sections 402(c)(4), 403(a)(4), 403(b)(8) and 408(d)(3) and contributions of previously distributed benefits which result in such a Plan’s restoration of previously forfeited benefits pursuant to Treasury Regulations Section 1.411(a)-7(d)); provided, the Annual Additions limitation for Limitation Years beginning before January 1, 1987 shall not be recomputed to treat all after-tax contributions as Annual Additions;

(D) amounts allocated for the benefit of the Participant after March 31, 1984, to an individual medical account established under a

pension or annuity plan maintained by an Affiliate, as described in Code section 415(1); and

(E) if the Participant was a Key Employee (as defined in Code section 419A(d)(3)) at any time during the Plan Year during which or coincident with which the Limitation Year ends or during any preceding Plan Year, any amount paid or accrued after December 31, 1985, by an Affiliate to a special account under a welfare benefit fund (as defined in Code section 419(e)) to provide post-retirement medical or life insurance benefits to the Participant, as described in Code section 419A(d)(2).

Contributions do not fail to be Annual Additions merely because they are (i) Pre-Tax Contributions that exceed the Maximum Deferral Amount, (ii) Pre-Tax Contributions that cause the Plan to fail the ADP Tests, or (iii) Matching Contributions that cause the Plan to fail the ACP Tests, or merely because the Contributions described in clauses (ii) and (iii) immediately above are corrected through distribution or recharacterization; Contributions described in clause (i) immediately above that are distributed in accordance with the terms of Section 6.2 shall not be Annual Additions. Rollover Contributions and Catch-up Contributions shall not be Annual Additions.

(2) Defined Contribution Plan. The term “Defined Contribution Plan” shall mean any qualified retirement plan maintained by an Affiliate which provides for an individual account for each Participant and for benefits based solely on the amount contributed to the Participant’s account and any income, expenses, gains, losses and forfeitures of accounts of other Participants, which may be allocated to such Participant’s account.

(d) Compliance with Code Section 415. The limitations in this Section are intended to comply with the provisions of Code section 415 so that the maximum benefits permitted under plans of the Affiliates shall be exactly equal to the maximum amounts allowed under Code section 415 and the regulations promulgated thereunder. The provisions of this Section generally are effective as of the Effective Date, but to the extent the Code requires an earlier or later effective date with respect to any portions) of this Section, such other effective date shall apply. If there is any discrepancy between the provisions of this, Section and the provisions of Code section 415 and the regulations promulgated thereunder, such discrepancy shall be resolved in such a way as to give full effect to the provisions of the Code.

6.7 Construction of Limitations and Requirements. The descriptions of the limitations and requirements set forth in this Article are intended to serve as statements of the minimum legal requirements necessary for the Plan to remain qualified under the applicable terms of the Code. The Participating Companies do not desire or intend, and the terms of this Article shall not be construed, to impose any more restrictions on the operation of the Plan than required by law. Therefore, the terms of this Article and any related terms and definitions in the Plan shall be interpreted and operated in a manner which imposes the least restrictions on the Plan. For example, if use of a more liberal definition of “Compensation” or a more liberal

multiple use test is permissible at any time under the law, then the more liberal provisions may be applied as if such provisions were included in the Plan.

ARTICLE VII

INVESTMENTS

7.1 Establishment of Trust Account. All Contributions are to be paid over to the Trustee to be held in the Trust Fund and invested in accordance with the terms of the Plan and the Trust.

7.2 Investment Fund.

(a) Establishment of Investment Funds. In accordance with the investment policy and objectives established by the Plan Administrator and the terms of the Plan and the Trust, the Trustee shall establish and maintain for the investment of assets of the Trust Fund, Investment Funds for the investment of Contributions and Accounts. Such Investment Funds shall be made available in a manner sufficient to comply with ERISA Section 404(c). The Trustee shall also be permitted to eliminate one or more of the then existing Investment Funds, whether or not replaced with a new Investment Fund. Such Investment Funds shall be established and modified by the Trustee from time to time without necessity of amendment to the Plan. Investment Funds also may be established and maintained for any limited purpose(s) the Plan Administrator may direct (for example, for the investment of certain specified Accounts transferred from a prior plan). Notwithstanding the above, the Trustee, upon the direction of the Plan Administrator, shall establish a Company Stock Investment Fund. Such fund may only be established upon the direction of the Plan Administrator, and shall only be modified or eliminated upon direction of the Plan Administrator. The Trustee thus shall have no discretion with respect to or control over any such investment fund.

(b) Reinvestment of Cash Earnings. Any investment earnings received in the form of cash with respect to any Investment Fund (in excess of the amounts necessary to make cash distributions or Restoration Contributions or to pay Plan or Trust expenses) shall be reinvested in such Investment Fund.

7.3 Participant Direction of Investments. Subject to the provisions of section 404(c) of ERISA, each Participant or Beneficiary generally may direct the manner in which his Accounts and Contributions shall be invested in and among the Investment Funds described in Section 7.2. Participant investment directions shall be made in accordance with the requirements of ERISA section 404(c) and the following terms:

(a) Investment of Contributions. Except as otherwise provided in this Section, each Participant may elect, on a form provided by the Plan Administrator, through an interactive telephone system, website or in such other manner as the Plan Administrator may prescribe, the percentage of his future Contributions that will be invested in each Investment Fund. An initial election of a Participant shall be made as of the Entry Date coinciding with or immediately following the date the Participant

commences or recommences participation in the Plan and shall apply to all such specified Contributions credited to such Participant’s Account after such Entry Date; provided, an earlier investment election may be made with respect to a Rollover Contribution made before an Employee becomes an Active Participant. Such Participant may make subsequent elections as of any Valuation Date, and such elections shall apply to all such Contributions credited to such Participant’s Accounts following such date; for purposes hereof, Contributions and/or Forfeitures that are credited to a Participant’s or Beneficiary’s Account shall be subject to the investment election in effect on the date on which such amounts are actually received and credited, regardless of any prior date “as of” which such Contributions may have been allocated to his Account. Any election made pursuant to this subsection with respect to future Contributions shall remain effective until changed by the Participant. In the event a Participant never makes an investment election or makes an incomplete or insufficient election in some manner, the Trustee, based on authorized directions from the Plan Administrator, shall direct the investment of the Participant’s future Contributions.

(b) Investment of Existing Account Balances. Except as otherwise provided in this Section, each Participant or Beneficiary may elect, on a form provided by the Plan Administrator, through an interactive telephone system, website or in such other manner as the Plan Administrator may prescribe, the percentage of his existing Accounts that will be invested in each Investment Fund. Such Participant or Beneficiary may make such elections effective as of any Valuation Date following his Entry Date into the Plan. Each such election shall remain in effect until changed by such Participant or Beneficiary. In the event a Participant fails to make an election for his existing Account pursuant to the terms of this subsection (b) which is separate from any election he made for his Contributions pursuant to the terms of subsection (a) hereof, or if a Participant’s or Beneficiary’s investment election is incomplete or insufficient in some manner, the Participant’s or Beneficiary’s existing Account will continue to be invested in the same manner provided under the terms of the initial election affecting his Contributions.

(c) Conditions Applicable to Elections. Allocations of investments in the various Investment Funds, as described in Subsections (a) and (b) hereof, shall be made in even multiples of 1 percent as directed by the Participant or Beneficiary. The Plan Administrator shall have complete discretion to adopt and revise procedures to be followed in making such investment elections. Such procedures may include, but are not limited to, the process of the election, the permitted frequency of making elections, the deadline for making elections and the effective date of such elections; provided, elections must be permitted at least once every 3 months. Any procedures adopted by the Plan Administrator that are inconsistent with the deadlines or procedures specified in this Section shall supersede such provisions of this Section without the necessity of a Plan amendment.

(d) Restrictions on Investment. To the extent any investment or reinvestment restrictions apply with respect to any Investment Funds (for example, restrictions on changes of investments between competing funds) or as a result of unanticipated depletion of cash liquidity within an Investment Fund, a Participant’s or Beneficiary’s ability to direct investments hereunder may be limited.

(e) Sales and Purchases of Company Stock. Up to 100 percent of the Trust Fund may be invested in Company Stock by investing in the Company Stock Investment Fund described in Section 7.2, as follows:

(1) To the extent that any cash amounts received by or held in the Trust Fund are to be invested in Company Stock, the Trustee, as directed by the Plan Administrator, or, pursuant to Section 7.3, by a Participant or Beneficiary, shall effect purchases of whole shares of Company Stock pursuant to procedures established by the Plan Administrator. The Trustee shall make such purchases in compliance with all applicable securities laws and may purchase Company Stock (A) in the open market, (B) in privately negotiated transactions with holders of Company Stock and/or the Controlling Company, and/or (C) through the exercise of stock rights, warrants or options. With respect to Company Stock purchased on the open market, the total cost to Participants shall include acquisition costs.

(2) To the extent that any shares of Company Stock held in the Trust Fund are to be liquidated for purposes of investing in one or more of the other Investment Funds, making distributions and/or otherwise, the Trustee, in a manner consistent with the terms of subsection (e)(1) hereof, shall sell, at fair market value, the appropriate number of shares of Company Stock to effect such election.

(3) If Company Stock is to be purchased or sold, such purchases and sales shall be made as soon as administratively practicable.

7.4 Valuation.

(a) As of each Valuation Date, the Trustee shall determine the fair market value of each of the Investment Funds after first deducting any expenses which have not been paid by the Participating Companies. All costs and expenses incurred in connection with Plan investments and, unless paid by the Participating Companies, all costs and expenses incurred in connection with the general administration of the Plan and the Trust, shall be allocated between the Investment Funds in the proportion in which the amount invested in each Investment Fund bears to the amount invested in all Investment Funds as of the appropriate Valuation Date; provided, all costs and expenses directly identifiable to one Investment Fund shall be allocated to that Investment Fund.

(b) All purchases and sales of Company Stock or Investment Fund units shall be credited to a Participant’s account for reporting purposes after the purchase and sale of the Company Stock or such units is settled by the Trustee.

(c) In the event Company Stock or other qualifying securities are or become not readily tradable on an established market, the fair market value thereof shall be as determined by an independent appraiser meeting requirements similar to those contained in Treasury Regulations promulgated under section 170(a)(1) of the Code and shall be determined (i), in the case of a transaction between the Plan and a disqualified person, as of the date of the transaction; or (ii), in the case of all other transactions, as of the most

recent prior date in the Plan Year of the transaction or the immediately preceding Plan Year for which such value has been so determined by such an appraiser.

7.5 Voting and Tender Offer Rights.

(a) Voting and Tender Offer Rights With Respect to Investment Funds. To the extent and in the manner permitted by the Trust and/or any documents establishing or controlling any of the Investment Funds, Participants and Beneficiaries shall be given the opportunity to vote and tender their interests in each such Investment Fund. Otherwise, such interests shall be voted and/or tendered by the Investment Manager or other fiduciary that controls such Investment Fund, as may be provided in the controlling documents.

(b) Voting and Tender Offer Rights With Respect to Company Stock. Notwithstanding any other provisions of this Plan, the provisions of this Section 7.5(b) shall govern the voting and tendering of Company Stock held in the Trust Fund.

(1) Voting.

(A) At the time of mailing of notice of each annual or special stockholder’s meeting, the Controlling Company or its soliciting agent shall send a copy of such notice and all proxy solicitation materials to each Participant, together with a voting instruction form for return to the Trustee or its designee. Such form shall show the number of full and fractional shares of Company Stock credited to the Participant’s Account. For purposes of this Section 7.5(b), the number of shares of Company Stock deemed “credited” to any Participant’s Account shall be determined as of the last preceding Valuation Date for which crediting and adjustment of Accounts has been completed. The Controlling Company shall provide the Trustee with a copy of any materials provided to the Participants and shall certify to the Trustee, if requested, that such materials have been mailed or otherwise sent to Participants.

(B) Each Participant shall have the right to instruct the Trustee as to the manner in which the Trustee is to vote that number of shares of Company Stock allocated to such Participant’s Accounts. Instructions from a Participant to the Trustee concerning the voting of Company Stock shall be communicated in writing, or any other means established by the Trustee. Upon its receipt of such instructions, the Trustee shall vote such shares of Company Stock as instructed by the Participant. If the Trustee shall not receive voting instructions from a Participant with respect to shares of Company Stock allocated to the Participant’s Account, the Trustee shall vote such shares in accordance with Section 7.5(b)(1)(C) below.

(C) The Trustee shall vote all shares of Company Stock as to which it has not received voting instructions in the same proportion on each issue as it votes those shares allocated to Participants’ Accounts for which it received voting instructions from Participants.

(D) Any instruction or other communication by a Participant to the Trustee concerning any voting matter shall be held in confidence by the Trustee and shall not be divulged to the Controlling Company or to any officer or employee thereof or to any other person or entity.

(E) For purposes of this subsection (1), as well as subsection (2) below, the term “Participant” shall include the beneficiary of a deceased Participant and any alternate payee (as described in Section 9.5) for whom an account has been established with an interest in Company Stock.

(2) Tender Offers.

(A) Upon commencement of a tender offer for Company Stock, the Controlling Company shall notify each Participant of such tender offer and utilize its best efforts to distribute or cause to be distributed to the Participant such information as is distributed to shareholders of the Controlling Company in connection with such tender offer and shall provide a means by which the Participant can instruct the Trustee whether or not to tender the Company Stock credited to such Participant’s Account. The Controlling Company shall provide the Trustee with a copy of any materials provided to the Participants and shall certify to the Trustee, if requested, that such materials have been mailed or otherwise sent to Participants.

(B) Each Participant, whether or not such Participant is then vested in such Participant’s Accounts, shall have the right to instruct the Trustee as to the manner in which the Trustee is to respond to the tender offer for any or all of the Company Stock held in the Company Stock Investment Fund that are credited to such Participant’s Account. Instructions from a Participant to the Trustee concerning the tender of Company Stock shall be communicated in writing, or any other means established by the Trustee. The Trustee shall respond to the tender offer with respect to such Company Stock as instructed by the Participant. if a Trustee has not received tender instructions from a Participant with respect to Company Stock credited to that Participant’s Account, the Trustee shall have the responsibility for responding to the tender offer with respect to such shares.

(C) A Participant who has directed the Trustee to tender any or all of the shares of Company Stock credited to such Participant’s Account may, at any time prior to the tender offer withdrawal date, instruct the

Trustee to withdraw, and the Trustee shall withdraw, such shares from the tender offer prior to the tender offer withdrawal deadline. A Participant shall not be limited as to the number of instructions to tender or withdraw that the Participant may give to the Trustee.

(D) Any instruction or other communication by a Participant to the Trustee concerning any tender offer matter shall be held in confidence by the Trustee and shall not be divulged to the Controlling Company or to any officer or employee thereof or to any other person or entity.

7.6 Fiduciary Responsibilities for Investment Directions. All fiduciary responsibility with respect to the selection of Investment Funds for the investment of a Participant’s or Beneficiary’s Accounts shall be allocated to the Participant or Beneficiary who directs the investment. Neither the Plan Administrator, the Investment Manager, the Trustee nor any Participating Company shall be accountable for any loss sustained by reason of any action taken, or investment made, pursuant to an investment direction.

7.7 Appointment of Investment Manager; Authorization to Invest in Collective Trust.

(a) Investment Manager. The Plan Administrator may appoint any one or more individuals or entities to serve as the Investment Manager or Managers of the entire Trust or of all or any designated portion of a particular Investment Fund or Investment Funds. The Investment Manager shall certify that it is qualified to act as an “investment manager” within the meaning of Section 3(38) of ERISA and shall acknowledge in writing its fiduciary status with respect to the assets placed under its control. The appointment of the Investment Manager shall be effective upon the Trustee’s receipt of a copy of an appropriate Plan Administrator resolution (or such later effective date as may be contained therein), and the appointment shall continue in effect until receipt by the Trustee of a copy of an Plan Administrator resolution removing or accepting the resignation of the Investment Manager (or such later effective date as may be specified therein). If an Investment Manager is appointed, the Investment Manager shall have the power to manage, acquire and dispose of any and all assets of the Trust Fund, as the case may be, which have been placed under its control, except to the extent that such power is reserved to the Trustee by the Controlling Company. If an Investment Manager is appointed; the Trustee shall be relieved of any and all liability for the acts or omissions of the Investment Manager, and the Trustee shall not be under any obligation to invest or otherwise manage any assets which are subject to the management of the Investment Manager.

(b) Collective Trust. The Plan Administrator may designate that all or any portion of the Trust Fund shall be invested in a collective trust fund, in accordance with the provisions of Revenue Ruling 81-100 or any successor ruling, which collective trust fund shall have been specifically identified in the Trust and adopted thereby as part of the Plan. The trustee of said collective trust shall be appointed as either a co-trustee or Investment Manager of the Plan, effective upon the Trustee’s receipt of a copy of an appropriate Plan Administrator resolution (or such later effective date as may be contained therein), and the investment in said collective trust shall continue in effect until

receipt by the Trustee of a copy of an Plan Administrator resolution terminating said investment (or such later effective date as may be contained therein). Said designation or direction shall be in addition to the powers to invest in commingled funds maintained by the Trustee provided for in the Trust.

7.8 Purchase of Life Insurance. Life insurance contracts shall not be purchased.

7.9 Transition Rule. For purposes of effectuating a change in the Plan’s recordkeeper, and notwithstanding anything contained in this Article VII to the contrary, the Plan Administrator may designate a period during which no participant direction of investments shall be permitted.

7.10 Effective Date of Employer Stock Fund Amendments. The provisions of Sections 1.19, 7.2(a), 7.3(e), 7.4 and 7.5 were first effective as of March 15, 2000.

ARTICLE VIII

VESTING IN ACCOUNTS

8.1 General Vesting Rule.

(a) Fully Vested Accounts. All Participants shall at all times be fully vested in their Pre-Tax and Rollover Accounts, as well as in any subaccount that holds Qualified Nonelective Contributions made in their behalf. Transfer Accounts shall be subject to the vesting schedule in subsection (d) hereof unless a different vesting schedule is specified on a schedule to the Plan.

(b) Prior Plan Participants. All individuals who were participants under the Prior Plan on December 31, 2000, shall be credited with years of vesting service in accordance with the terms of the Prior Plan on that date.

(c) Thorn Americas Plan Participants. All Participants who were participants in the Thorn Americas Plan shall become fully vested in all assets credited to their respective Matching Accounts on December 31, 1998.

(d) Matching Account and Profit Sharing Account. Except as provided in Sections 8.2, 8.3 and 8.4, the Matching Account and Profit Sharing Account of each Participant (including Participants who were participants in the Thorn Americas Plan, with respect to contributions credited to their respective Matching Accounts and Profit Sharing Accounts after January 1, 1999), who performs an Hour of Service on or after the Effective Date shall vest in accordance with the following vesting schedule, based on the total of the Participant’s Years of Vesting Service:


Years of Vesting Service	Vested Percentage of Participant’s
Completed by Participant	Matching Account and Profit Sharing Account
Less than 1 Year		0	%
1 Year, but less than 2		20	%
2 Years, but less than 3		40	%
3 Years, but less than 4		60	%
4 Years, but less than 5		80	%
5 Years or more		100	%

8.2 Vesting Upon Attainment of Normal Retirement Age, Death or Disability. Notwithstanding Section 8.1, a Participant’s Matching Account and Profit Sharing Account shall become 100 percent vested and nonforfeitable upon the occurrence of any of the following events:

(a) The Participant’s attainment of Normal Retirement Age while still employed as an employee of any Affiliate;

(b) The Participant’s death while still employed as an employee of any Affiliate; or

8.3 Timing of Forfeitures and Vesting after Restoration Contribution. If a Participant who is not yet 100 percent vested in his Matching and Profit Sharing Accounts separates from service with all Affiliates, the nonvested amount in his Matching and Profit Sharing Accounts shall be forfeited and shall become available for allocation as a Forfeiture (in accordance with the terms of Section 5.5) in the Plan Year after such Participant incurs 5 consecutive 1-year Breaks in Service; provided, if such Participant elects to receive a distribution of all of his vested Matching and Profit Sharing Accounts, the nonvested amount in the Matching and Profit Sharing Accounts (i) shall be forfeited and shall become available for allocation as a forfeiture (in accordance with the terms of Section 5.5) in the Plan Year during which such distribution occurs and (ii) shall be subject to the restoration rules set forth herein; and, provided further, if a Participant has no vested interest in his Matching and Profit Sharing Accounts at the time he separates from service, he shall be deemed to have received a cash-out distribution at the time he separates from service, and the forfeiture provisions of this Section shall apply. If such a Participant resumes employment with an Affiliate after he has incurred 5 or more consecutive Breaks in Service, such nonvested amount shall not be restored. If such a Participant resumes employment with an Affiliate before he has incurred 5 consecutive Breaks in Service, the nonvested amount shall be restored as follows:

(a) Reemployment and Vesting After Cash-Out Distribution. If by the date of reemployment such a Participant has received a distribution of the entire vested interest in his Matching and Profit Sharing Accounts not later than the second Plan Year following the Plan Year in which his separation from service with all Affiliates occurred,

the provisions of Section 3.7(a) shall be applicable (requiring repayment by such a Participant as a condition for restoration of the nonvested amount). Upon such repayment, the rehired individual immediately shall be credited on the Vesting Schedule set forth in Section 8.1 with all previously earned Years of Vesting Service.

(b) Reemployment and Vesting Before Any Distribution. If such a Participant has no vested interest in his Account (such that he had a deemed cashout of his Matching and Profit Sharing Accounts), his Matching and Profit Sharing Accounts shall be restored pursuant to the terms of Section 3.7 and then shall be subject to all of the vesting rules in this Article VIII as if no Forfeitures had occurred.

8.4 Vesting after Delayed or In-Service Distribution. If a Participant (i) has received an in-service withdrawal of all or a portion of his Matching Account and/or Profit Sharing Account, or (ii) or becomes reemployed by any Affiliate before incurring 5 consecutive 1-year Breaks in Service and after having received a distribution of the entire vested interest in his Matching and Profit Sharing Accounts later than the close of the second Plan Year following the Plan Year in which separation from service with all Affiliates occurred, then, notwithstanding the general rules set forth in Section 8.1, the nonvested amount of his Accounts shall be restored pursuant to the terms of Section 3.8, and the total amount of his undistributed Matching Account (including the restored amount) shall be credited to his Matching Account and the total amount of his undistributed Profit Sharing Account (including the restored amount shall be credited to his Profit Sharing Account. The vested interest of such Participant in such Matching and Profit Sharing Accounts prior to the date such Participant (i) again separates from service with all Affiliates, (ii) incurs 5 consecutive Breaks in Service (such that the nonvested portions of his Matching and Profit Sharing Accounts are forfeited), or (iii) becomes 100 percent vested pursuant to the terms of Sections 8.1 or 8.2 hereof (whichever is earliest), shall be determined pursuant to the following formula:

X = P (AB + [R x D]) – (R x D),

where X is the vested interest at the relevant time (that is, the time at which the vested percentage in such Matching Account cannot increase); P is the vested percentage at the relevant time; AB is the balance of his Matching Account at the relevant time; D is the amount of the distribution; and R is the ratio of his Matching Account balance at the relevant time to such Account’s balance immediately after the distribution.

8.5 Amendment to Vesting Schedule. Notwithstanding anything herein to the contrary, in no event shall the terms of any amendment to the Plan reduce the vested percentage that any Participant has earned under the Plan. In the event that the Plan provides for Participants to vest in their Accounts at a rate which is faster than that provided under any amendment hereto (or in the event any other change is made that directly has an adverse effect on Participants’ vested percentage), any Participant who has 3 or more years of vesting service (calculated in a manner consistent with Treasury Regulation Section 1.411(a)-8T (or any successor section)) may elect to have his vested percentage calculated under the schedule in the Plan before any such change, and the Plan Administrator shall give each such Participant notice of his rights to make such an election. The period during which the election may be made shall commence with the date the amendment is adopted or deemed to be made and shall end on the

latest of: (1) 60 days after the amendment is adopted; (2) 60 days after the amendment becomes effective; or (3) 60 days after the Participant is issued written notice of the amendment by a Participating Company or Plan Administrator.

ARTICLE IX

PAYMENT OF BENEFITS FROM ACCOUNTS

9.1 Benefits Payable Upon Separation From Service for Reasons Other Than Death.

(a) General Rule Concerning Benefits Payable. In accordance with the terms of subsection (b) hereof and subject to the restrictions set forth in Subsections (c) and (d) hereof, if a Participant separates from service with all Affiliates for any reason other than death, or if a Participant becomes Disabled but remains an employee of an Affiliate, he (or his Beneficiary, if he dies after such separation from service) shall be entitled to receive or begin receiving a distribution of (i) the vested amount credited to his Account determined as of the Valuation Date on which such distribution is processed, plus (ii) the vested amount of any Contributions made on his behalf since such Valuation Date. For purposes of this Article, the “date on which such distribution is processed” refers to the date established for such purpose by administrative practice, even if actual payment and/or processing is made at a later date due to delays in the valuation, administrative or any other procedure.

(b) Timing of Distribution.

(1) Except as provided in Subsections (b)(2), (b)(3) and (d) hereof, benefits payable to a Participant under this Section shall be distributed as soon as administratively practicable after the Participant becomes Disabled or separates from service with all Affiliates for any reason other than death.

(2) Notwithstanding the foregoing, in the event that (A) the value of the Participant’s Account exceeds or at the time of any prior distribution exceeded $1,000 and (B) the distribution date described in subsection (b)(1) hereof occurs or is to occur prior to the Participant’s attainment of Normal Retirement Age, benefits shall not be distributed to such Participant at the time set forth in subsection (b)(1) hereof without the Participant’s written election on a form provided by the Plan Administrator. In order for such Participant’s election to be valid, he must actually separate from service or he must become Disabled on or before the distribution date described in subsection (b)(1), his election must be filed with the Plan Administrator within the 30-day period ending on such date, and the Plan Administrator (no later than 30 days before such distribution date) must have presented him with a notice informing him of his right to defer his distribution; provided, the Participant may elect to waive the minimum 30 day notice period and to receive his distribution before the end of such period. If the Participant does not consent in writing to the distribution of his benefit at such time, his benefit shall be distributed as soon as practicable after the earlier of (i)

the date he files a written election with the Plan Administrator requesting such payment, or (ii) the date he attains age 65.

(3) Notwithstanding anything in the Plan to the contrary, in no event shall payment of the Participant’s benefit be made later than 60 days after the end of the Plan Year which includes the latest of (i) the date on which the Participant attained Normal Retirement Age, (ii) the date which is the 10th anniversary of the date he commenced participation in the Plan, or (iii) the date he actually separates from service with all Affiliates; provided, if the amount of the payment cannot be ascertained by the date as of which payments are scheduled to be made hereunder, payment shall be made no later than 60 days after the earliest date on which such payment can be ascertained under the Plan.

(4) Notwithstanding anything in the Plan to the contrary, the Participant’s benefit payments shall be made (or commence) no later than as provided for in Section 9.12.

(c) Restrictions on Distributions from Pre-Tax Accounts. Notwithstanding anything in the Plan to the contrary, (i) amounts in the Participant’s Pre-Tax Account, (ii) amounts in a Participant’s Transfer Accounts credited with pre-tax contributions, and amounts in a Participant’s Qualified Nonelective Contributions subaccount, if any, shall not be distributable to such Participant earlier than the earliest of the following to occur:

(1) The Participant’s death, Disability or Severance from Employment with all Affiliates;

(2) The termination of the Plan without the establishment or maintenance of a successor defined contribution plan (other than an employee stock ownership plan as defined in Code section 4975(e)) at the time the Plan is terminated or within the period ending 12 months after the final distribution of all assets in all Pre-Tax and Transfer Accounts described above in this subsection (c); provided, if fewer than 2 percent of the Employees who are or were eligible under the Plan at the time of its termination are or were eligible under another defined contribution plan at any time during the 24 month period beginning 12 months before the time of termination, such other plan shall not be a successor plan;

(3) The date of disposition by the Participating Company employing such Participant of substantially all of its assets (within the meaning of Code section 409(d)(2)) that were used by such Participating Company in a trade or business; provided, such Participant continues employment with the corporation acquiring such assets. The sale of 85 percent of the assets used in a trade or business will be deemed a sale of “substantially all” of the assets used in such trade or business;

(4) The date of disposition by the Participating Company employing such Participant of its interest in a subsidiary (within the meaning of Code

section 409(d)(3)); provided, such Participant continues employment with such subsidiary;

(5) The attainment by such Participant of age 59¹/2; or

(6) Except in the case of Qualified Nonelective Contributions (and the earnings thereon), the Participant’s incurrence of a financial hardship as described in Section 10.1;

provided, for an event described in Subsections (c)(2), (c)(3) or (c)(4) hereof to constitute events permitting a distribution from a Pre-Tax Account or a sub-account containing Qualified Nonelective Contributions (or the affected Transfer Accounts), such distribution must be made on account of such event in the form of a lump sum distribution, as defined in Code section 402(d)(4) (without regard to clauses (i), (ii), (iii) and (iv) of subparagraph (A), or subparagraphs (B) and (F) thereof); and provided further, for the events described in Subsections (c)(3) or (c)(4) hereof to constitute events permitting such a distribution, the Participating Company must maintain the Plan after the disposition.

(d) Delay Upon Reemployment or Termination of Disability. If a Participant becomes eligible to receive a benefit payment in accordance with the terms of subsection (a) and subsequently is reemployed by an Affiliate (or ceases to be Disabled, as applicable) prior to the time his Account has been distributed, the distribution to such Participant shall be delayed until such Participant again becomes eligible to receive a distribution from the Plan.

9.2 Death Benefits.

(a) General Rule. If a Participant dies before payment of his benefits from the Plan is made, the Beneficiary or Beneficiaries designated by such Participant in his latest beneficiary designation form filed with the Plan Administrator in accordance with the terms of Section 9.6 shall be entitled to receive a distribution of the total of (i) the entire vested amount credited to such Participant’s Account determined as of the Valuation Date on which the distribution is processed, plus (ii) any Contributions made on such Participant’s behalf since such Valuation Date. Benefits shall be distributed to such Beneficiary or Beneficiaries as soon as administratively feasible (and, if practicable, within 90 days) after the date of the Participant’s death (or, if later, after timing restrictions and requirements under the Code are satisfied). As required by Code section 401(a)(9), in no event shall any such distribution be made later than 5 years after the date of the Participant’s death. The Plan Administrator may direct the Trustee to distribute a Participant’s Account to a Beneficiary without the written consent of such Beneficiary.

(b) Rule for Surviving Spouse as Beneficiary. Notwithstanding subsection 9.2(a), if the Beneficiary is a surviving Spouse and is eligible to receive the Participant’s benefits, payment of such benefit shall commence as soon as practicable following the later of (i) the date on which the Participant would have attained his

Normal Retirement Age (if he had survived) or (ii) the Participant’s date of death; provided, if the Participant dies before his Normal Retirement Age, the Spouse instead may elect (in a form provided for this purpose by the Plan Administrator and in a manner that satisfies the requirements of the Retirement Equity Act of 1984) for the payment of his survivor benefit to be distributed in a single lump-sum as soon as practicable following the Participant’s date of death.

(c) Minimum Benefit Rule. Since all distributions under the Plan will be made in a single lump-sum, all distributions will, in fact, comply with the “minimum benefit rule” of Code section 401(a)(9), the regulations promulgated under Code section 401(a)(9), including Treasury Regulation section 1.401(a)(9)-2 and any other provisions reflecting the requirements of Code section 401(a)(9) and prescribed by the Internal Revenue Service, all of which are incorporated by reference.

9.3 Forms of Distribution.

(a) General Rule. Except as provided in subsection (b), Participants shall be entitled to elect to have all benefits described in this Article IX distributed by payment in a lump sum; provided, to the extent a Participant’s or Beneficiary’s Account is invested in at least 5 whole shares of Company Stock, the Participant or Beneficiary may elect to receive his distribution in whole shares of such stock, rather than in cash.

(b) Direct Rollover Distributions. If a Participant, Surviving Spouse, or a spousal alternate payee under a qualified domestic relations order who is the recipient of any Eligible Rollover Distribution, elects to have such Eligible Rollover Distribution paid directly to an Eligible Retirement Plan and specifies (in such form and at such time as the Plan Administrator may prescribe) the Eligible Retirement Plan to which such distribution is to be paid, such distribution shall be made in the form of a direct trustee-to-trustee transfer to the specified Eligible Retirement Plan; provided, such transfer shall be made only to the extent that the Eligible Rollover Distribution would be included in gross income if not so transferred (determined without regard to Code section 402(c) and section 403(a)(4)).

9.4 Cash-Out Payment of Benefit. Notwithstanding anything to the contrary in this Article IX, in the event that (i) a Participant has not elected a distribution in accordance with Section 9.1(b)(2) and the amount of his vested Account balance falls below $1,000 at any time following the date he is first eligible for a distribution, or (ii) the amount of the Participant’s vested Account balance is $1,000 or less when he is first eligible for a distribution, the Plan Administrator may distribute such Participant’s vested Account balance to him without written consent, provided that (A) proper notice regarding the Participant’s rights to a distribution is given to the Participant, and (B) the amount of the vested Account balance remains less than $1,000 on the date the distribution is made.

In determining the value of a Participant’s Account for purposes of this Section 9.4 relating to the $1,000 limit, the Plan Administrator shall include that portion of the Participant’s Account that is attributable to Rollover Contributions (and earnings allocable thereto) within the meaning of Code Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii) and 457(e)(16).

In the event a Participant has no vested interest in his Account at the time of his separation from service, he shall be deemed to have received a cash-out distribution at the time of his separation from service, and the forfeiture provisions of Section 8.3 shall apply.

9.5 Qualified Domestic Relations Orders. In the event the Plan Administrator receives a domestic relations order which it determines to be a qualified domestic relations order, the Plan shall pay such benefit to the prescribed alternate payee(s) at such time and in such form as shall be described in the qualified domestic relations order and permitted under Section 15.1(b). If the qualified domestic relations order requires immediate payment, the specified benefit shall be paid to the alternate payee as soon as practicable following the end of the month within which the Plan Administrator determines that the order is qualified or, if later, after timing restrictions and requirements under the Code are satisfied. To the extent consistent with the qualified domestic relations order, the amount of the payment to an alternate payee shall include earnings, interest and other investment proceeds through (but not after) the Valuation Date as of which the Trustee processes the distribution. If a Participant’s Account is partially paid or payable to an alternate payee, the Participant’s remaining portion of his Account shall be reduced accordingly and shall be subject to the distribution provisions in this Article IX.

9.6 Beneficiary Designation.

(a) General. In accordance with the terms of this Section, Participants shall designate and from time to time may redesignate their Beneficiary or Beneficiaries of the benefits described in this Article IX in such form and manner as the Plan Administrator may determine. A Participant shall be deemed to have named his Surviving Spouse, if any, as his sole Beneficiary unless his Spouse consents to the payment of all or a specified portion of the Participant’s benefit to a Beneficiary other than or in addition to the Surviving Spouse in a manner satisfying the requirements of a Qualified Spousal Waiver and such other procedures as the Plan Administrator may establish. Notwithstanding the foregoing, a married Participant may designate a nonspouse Beneficiary without a Qualified Spousal Waiver if the Participant establishes to the satisfaction of the Plan Administrator that a Qualified Spousal Waiver may not be obtained because his Spouse cannot be located or such other permissible circumstances exist as the Secretary of the Treasury may prescribe by regulation.

(b) No Designation or Designee Dead or Missing. In the event that:

(1) a Participant dies without designating a Beneficiary;

(2) the Beneficiary designated by a Participant is not surviving when a payment is to be made to such person under the Plan, and no contingent Beneficiary has been designated; or

(3) the Beneficiary designated by a Participant cannot be located by the Plan Administrator within 1 year after the date benefits are to commence to such person;

then, in any of such events, the Beneficiary of such Participant with respect to any benefits that remain payable under this Article IX shall be the Participant’s Surviving Spouse, if any, and if not, then the estate of the Participant.

(c) Former Spouse. Upon the marriage of a single Participant who was formerly married and upon the entry of a decree of divorce respecting a married Participant and his or her former spouse, any designation of a former spouse as Beneficiary of such Participant shall be revoked automatically and become ineffective on and after the date the decree is entered, unless otherwise provided in a Qualified Domestic Relations Order. The automatic revocation of such Beneficiary designation shall cause the Participant’s benefit to be distributed under the provisions of the Plan as if such spouse had predeceased the Participant. However, a Participant may designate a former spouse as a Beneficiary under the Plan, provided a properly completed Beneficiary designation form is filed with the Administrative Committee subsequent to the marriage of a single Participant who was formerly married or the entry of a decree of divorce respecting a Participant and a former spouse.

9.7 Claims and Appeal Procedures.

(a) Claims and Appeal Procedures. The Plan Administrator shall adopt, and may change from time to time, claims and appeal procedures, provided that such claims and appeal procedures and any changes thereto shall conform with Section 503 of the Employee Retirement Income Security Act of 1974 and the regulations promulgated thereunder. Such claims and appeal procedures, as in effect from time to time, shall be deemed to be incorporated herein and made a part hereof.

(b) Satisfaction of Claims. Any payment to a Participant or Beneficiary, or to his legal representative or heirs at law, all in accordance with the provisions of the Plan, shall to the extent thereof be in full satisfaction of all claims hereunder against the Trustee, the Plan Administrator and the Adopting Company, any of whom may require such Participant, Beneficiary, legal representative or heirs at law, as a condition to such payment, to execute a receipt and release therefore in such form as shall be determined by the Trustee, the Plan Administrator or the Adopting Company, as the case may be. If receipt and release shall be required but execution by such Participant, Beneficiary, legal representative or heirs at law shall not be accomplished so that the terms of Section 9.1 (b) (dealing with the timing of distributions) may be fulfilled, such benefits may be distributed or paid into any appropriate court or to such other place as such court shall direct, for disposition in accordance with the order of such court, and such distribution shall be deemed to comply with the requirements of Section 9.1(b).

9.8 Explanation of Rollover Distributions. Within a reasonable period of time (as defined for purposes of Code section 402(f)) before making an Eligible Rollover Distribution from the Plan to a Participant or Beneficiary, the Plan Administrator shall provide such Participant or Beneficiary with a written explanation of (i) the provisions under which the distributee may have the distribution directly transferred to another Eligible Retirement Plan, (ii) the provisions which require the withholding of tax on the distribution if it is not directly transferred to another Eligible Retirement Plan, (iii) the provisions under which the distribution

will not be subject to tax if transferred to an Eligible Retirement Plan within 60 days after the date on which the distributee receives the distribution, and (iv) such other terms and provisions as may be required under Code section 402(f) and the regulations promulgated thereunder.

9.9 Unclaimed Benefits. The Plan shall not require either the Plan Administrator or the Trustee to search for, or to ascertain the whereabouts of, any Participant or Beneficiary. In the event (i) a Participant becomes entitled to benefits under this Article IX, other than death benefits, (ii) the Plan Administrator is unable to locate such Participant (after sending a letter return receipt requested to the Participant’s last known address) and (iii) the Participant fails to claim his distributive share or make his whereabouts known in writing to the Plan Administrator within six (6) months from the date of the mailing of the letter notifying such Participant of his entitlement to such benefits, then the full Account of the Participant shall be deemed abandoned and treated as a Forfeiture. A Forfeiture under this paragraph, will occur at the end of the notice period or, if later, the earliest date applicable Treasury Regulations would permit the Forfeiture; provided, in the event such Participant is located or makes a claim subsequent to the allocation of the abandoned Account; the amount of such abandoned Account (unadjusted for any investment gains or losses from the time of abandonment) shall be restored (from abandoned Accounts, Forfeitures, Trust earnings or Contributions made by the Participating Companies) to such Participant, as appropriate; and provided further, the Plan Administrator, in its sole discretion, may delay the deemed date of abandonment of any such Account for a longer period if it believes that it is in the best interest of the Plan to do so.

9.10 Transition Rule. For purposes of effectuating a change in the Plan’s recordkeeper, and notwithstanding anything contained in this Article IX to the contrary, the Plan Administrator may designate a period during which no distributions shall be permitted.

9.11 Distribution Upon Severance from Employment. A Participant’s Accounts shall be distributable on account of the Participant’s Severance from Employment, regardless of when the Severance from Employment occurred. However, such a distribution shall be subject to the other provisions of the Plan regarding distributions, other than provisions that require a separation from service before such amounts may be distributed.

9.12 Minimum Distribution Requirements. Rev. Proc. 2002-29 required that qualified retirement plans be amended by the end of the first plan year beginning on or after January 1, 2003, to comply with final and temporary regulations under Section 401(a)(9) of the Code, relating to required minimum distributions, and provided sample amendments for this purpose. The following provisions reflect such sample amendments, but are not intended to provide any right to any optional form of distribution not otherwise provided in the Plan. The Plan provides for distributions in a single, lump sum only.

(a) General Rules.

(1) Effective Date. The provisions of this Section 9.12 will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year.

(2) Precedence. The requirements of this Section 9.12 will take precedence over any inconsistent provisions of the Plan.

(3) Requirements of Treasury Regulations Incorporated. All distributions required under this Section 9.12 will be determined and made in accordance with the Treasury regulations under Section 401(a)(9) of the Code.

(4) TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Section 9.12 distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (“TEFRA”) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

(b) Time and Manner of Distribution.

(1) Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s required beginning date.

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

(A) If the Participant’s Surviving Spouse is the Participant’s sole designated Beneficiary, then, distributions to the Surviving Spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70¹/2 , if later.

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

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

(D) If the Participant’s Surviving Spouse is the Participant’s sole designated Beneficiary and the Surviving Spouse dies after the Participant but before distributions to the Surviving Spouse begin, this Subsection (b)(2), other than Subsection (b)(2)(A), will apply as if the Surviving Spouse were the Participant.

For purpose of this Subsection (b)(2) and Subsection (d), unless Subsection (b)(2)(D) applies, distributions are considered to begin on the

Participant’s required beginning date. If Subsection (b)(2)(D) applies, distributions are considered to begin on the date distributions are required to begin to the Surviving Spouse under Subsection (b)(2)(A). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s required beginning date (or to the Participant’s Surviving Spouse before the date distributions are required to begin to the Surviving Spouse under Subsection (b)(2)(A)), the date distributions are considered to begin is the date distributions actually commence.

(3) Forms of Distribution. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance with Subsections (c) and (d) of this Section 9.12. If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury regulations.

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

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

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

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

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

(1) Death On or After Date Distributions Begin.

(A) Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a

designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s designated Beneficiary, determined as follows:

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

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

(iii) If the Participant’s Surviving Spouse is not the Participant’s sole designated Beneficiary, the designated Beneficiary’s remaining life expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

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

(2) Death Before Date Distributions Begin.

(A) Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the remaining life expectancy of the Participant’s designated Beneficiary, determined as provided in Subparagraph(d)(1).

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

(C) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant’s Surviving Spouse is the Participant’s sole designated Beneficiary, and the Surviving Spouse dies before distributions are required to begin to the Surviving Spouse under Subparagraph (b)(2)(A), this Subparagraph (d)(2) will apply as if the Surviving Spouse were the Participant.

(e) Definitions.

(1) Designated Beneficiary. The individual who is designated as the Beneficiary under Section 9.6 of the Plan and is the designated Beneficiary under Section 401(a)(9) of the Internal Revenue Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

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

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

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

(5) Required beginning date. The date specified in Section 401(a)(9)(C) of the Code.

ARTICLE X

WITHDRAWALS AND LOANS

10.1 Hardship Withdrawals.

(a) Parameters of Hardship Withdrawals. A Participant who is an Employee of an Affiliate may make, on account of hardship, a withdrawal from the Plan. Any such distribution shall first be made from his Pre-Tax Account balance (other than earnings in said Pre-Tax Account earned after December 31, 1988), then the vested portion of such a Participant’s Matching Account and Profit Sharing Account. No distribution shall be made of a Participant’s Qualified Nonelective Contributions. For purposes of this subsection, a withdrawal will be on account of “hardship” if it is necessary to satisfy an immediate and heavy financial need of the Participant.

(b) Immediate and Heavy Financial Need. For purposes of the Plan, an immediate and heavy financial need shall be deemed to exist if the withdrawal is on account of:

(1) Expenses for (or necessary to obtain) medical care that would be deductible under Code Section 213(a) (determined without regard to whether the expenses exceed 7.5% of adjusted gross income) for the Participant, the Participant’s spouse or dependents (as defined in Code Section 152);

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

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

(4) Payments necessary to prevent the eviction of the Participant from his principal residence or foreclosure on the mortgage of that residence;

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

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

(7) Such other purposes as permitted by the Commissioner of Internal Revenue.

(c) Necessary to Satisfy a Financial Need. A distribution is deemed necessary to satisfy an immediate and heavy financial need of a Participant if all of the following requirements are satisfied: (1) the Participant may not make Elective Deferrals, Catch-up Contributions or Employee Contributions to the Plan for the 6-month period following the date of his receipt of the hardship withdrawal; (2) the hardship withdrawal is not in excess of the amount of the immediate and heavy financial need (including any amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the distribution); and (3) the Participant must have obtained all distributions, other than hardship distributions, and all nontaxable loans (determined at the time of the loan) currently available under this Plan and all other qualified plans maintained by one or more Participating Companies. The suspension of elective deferrals and employee contributions described in Subsection (1) must also apply to all other qualified and to all nonqualified plans of deferred compensation maintained by the Participating Employer, other than any mandatory employee contribution portion of a defined benefit plan, including any stock option, stock purchase and other similar plans, but not including health or welfare benefit plans (other than the cash or deferred arrangement portion of a cafeteria plan).

10.2 Age 59¹/2 Withdrawals. A Participant who has attained age 59¹/2 and is an Employee of an Affiliate may request a withdrawal of all or part of his vested Account.

10.3 Rollover Account and After-Tax Account Withdrawals. A Participant may request a withdrawal of all or a part of his Rollover Account and his After-Tax Account.

10.4 Source of Withdrawal Amounts. For a withdrawal permitted under Section 10.2, the withdrawal amount shall be charged against the vested portion of the Participant’s subaccounts in the same proportion as the vested balance of each subaccount bears to the total vested balance of all of a Participant’s subaccounts. If the assets of an Account are invested in more than one Investment Fund, the withdrawal amount shall be charged against each Investment Fund in the same proportion as the balance of a subaccount in each Investment Fund bears to the total balance of that subaccount in all Investment Funds.

10.5 Election to Withdraw. All applications for withdrawals shall be in writing on a form provided by the Plan Administrator (or in such other format or medium as the Plan Administrator may permit) and shall contain such information and be made at such time as the Plan Administrator may reasonably request.

10.6 Payment of Withdrawal. The amount of any withdrawal shall be paid to a Participant in a single-sum, cash payment as soon as practicable after the Plan Administrator receives and approves a property completed withdrawal application. At the time of making any withdrawals for a Participant, his Account may be charged with any administrative expenses (such as check processing fees) specifically allocable against his Account pursuant to the policies of the Plan Administrator. Any withdrawal shall be treated as a payment of benefits under Article IX and all of the requirements of that Article.

10.7 Loans to Participants. Loans to Participants, Beneficiaries and alternate payees who are parties-in-interest as defined in Section 3(14) of ERISA generally shall be allowed; provided, if the Plan Administrator determines in its sole discretion that it is not administratively feasible or desirable to make such loans during any period of time, no loans shall be made during such period. The Plan Administrator has established a loan policy which outlines the terms, conditions and limits relating to loans, which hereby is incorporated by reference.

10.8 Transition Rule. For purposes of effectuating a change in the Plan’s recordkeeper, and notwithstanding anything contained in this Article X to the contrary, the Plan Administrator may designate a period during which no withdrawals or loans shall be permitted.

ARTICLE XI

ADMINISTRATION

11.1 Plan Administrator. The Controlling Company shall be the Plan Administrator and shall have the authority to appoint an individual or committee to carry out the duties of Plan Administrator.

11.2 Powers and Responsibility. The Plan Administrator shall fulfill the duties of “administrator” as set forth in Section 3(16) of ERISA and shall have complete control of the administration of the Plan hereunder, with all powers necessary to enable it properly to carry out its duties, in its sole discretion as set forth in the Plan and the Trust Agreement. The Plan Administrator shall have the following duties and responsibilities, all of which shall be exercisable within the sole discretion of the Plan Administrator:

(a) to construe the Plan and to determine all questions that shall arise thereunder;

(b) to have all powers elsewhere herein conferred upon it;

(d) to determine the benefits of the Plan to which any Participant or Beneficiary may be entitled;

(e) to maintain and retain records relating to Participants and Beneficiaries;

(f) to prepare and furnish to Participants all information required under federal law or provisions of the Plan to be furnished to them;

(g) to prepare and furnish to the Trustee sufficient employee data and the amount of Contributions received from all sources so that the Trustee may maintain separate accounts for Participants and Beneficiaries and make required payments of benefits;

(h) to prepare and file or publish with the Secretary of Labor, the Secretary of the Treasury, their delegates and all other appropriate government officials all reports and other information required under law to be so filed or published;

(i) to provide directions to the Trustee with respect to methods of benefit payment, and all other matters where called for in the Plan or requested by the Trustee;

(j) to engage assistants and professional advisers;

(k) to arrange for fiduciary bonding;

(l) to provide procedures for determination of claims for benefits; and

(m) to designate, from time to time, the Trustee; all as further set forth herein.

11.3 Reporting and Disclosure. The Plan Administrator shall keep all individual and group records relating to Participants and Beneficiaries and all other records necessary for the proper operation of the Plan. Such records shall be made available to the Participating Companies and to each Participant and Beneficiary for examination during normal business hours except that a Participant or Beneficiary shall examine only such records as pertain exclusively to the examining Participant or Beneficiary and the Plan and Trust Agreement.

11.4 Construction of the Plan. The Plan Administrator shall take such steps as are considered necessary and appropriate to remedy any inequity that results from incorrect information received or communicated in good faith or as the consequence of an administrative error. The Plan Administrator, in its sole and full discretion, shall interpret the Plan and shall determine the questions arising in the administration, interpretation and application of the Plan. The Plan Administrator shall correct any defect, reconcile any inconsistency or supply any omission with respect to the Plan.

11.5 Assistants and Advisors.

(a) Engaging Advisors. The Plan Administrator shall have the right to hire such professional assistants and consultants as it, in its sole discretion, deems necessary or advisable. To the extent that the costs for such assistants and advisors are not paid by the Controlling Company, they shall be paid at the direction of the Plan Administrator from the Trust Fund as an expense of the Trust Fund.

(b) Reliance on Advisors. The Plan Administrator and the Participating Companies shall be entitled to rely upon all certificates and reports made by an accountant, attorney or other professional adviser selected pursuant to this Section; the Plan Administrator, the Participating Companies, and the Trustee shall be fully protected in respect to any action taken or suffered by them in good faith in reliance upon the advice or opinion of any such accountant, attorney or other professional adviser; and any action so taken or suffered shall be conclusive upon each of them and upon all other persons interested in the Plan.

11.6 Investment Authority.

(a) Funding Policy. The Plan Administrator is authorized to establish and carry out a funding policy consistent with the Plan objectives and with the requirements of any applicable law. Such policy shall be in writing and shall have due regard for the liquidity needs of the Trust. Such funding policy shall also state the general investment objectives of the Trust and the philosophy upon which maintenance of the Plan is based.

(b) Duties. The Plan Administrator also shall have responsibility and authority:

(1) To appoint one or more persons to serve as investment manager with respect to all or part of the Plan assets, including assets maintained under separate accounts of an insurance company;

(2) To take any action appropriate to ensure that the Plan assets are invested for the exclusive purpose of providing benefits to Participants and their Beneficiaries in accordance with the Plan and defraying reasonable expenses of administering the Plan, subject to the requirements of any applicable law;

(3) To employ one or more persons to render advice with respect to any responsibility or authority being carried out by the Plan Administrator. To the extent that the costs for such assistants and advisors are not paid by the Controlling Company, they shall be paid at the direction of the Plan Administrator from the Trust Fund as an expense of the Trust Fund; and

(4) To select the investment alternatives for the Plan consistent with its funding policy and the Plan’s objectives. The Plan Administrator in its sole discretion, may authorize the Trustee to select the investment alternatives for the Plan consistent with its funding policy and the Plan’s objectives.

11.7 Direction of Trustee. The Plan Administrator shall have the power to provide the Trustee with general investment policy guidelines and directions to assist the Trustee respecting investments made in compliance with, and pursuant to, the terms of the Plan.

11.8 Bonding. The Plan Administrator shall arrange for fiduciary bonding as is required by law, but no bonding in excess of the amount required by law shall be required by the Plan.

11.9 Indemnification. Each officer, agent and member of the Board of Directors of the Controlling Company shall be indemnified by the Participating Companies against judgment amounts, settlement amounts (other than amounts paid in settlement to which the Participating Companies do not consent) and expenses, reasonably incurred by any member of the Board of Directors in connection with any action to which the Board of Directors or he may be a party (by reason of his service as a member of the Board of Directors) except in relation to matters as to which the Board or he shall be adjudged in such action to be personally guilty of gross negligence or willful misconduct in the performance of its or his duties. The foregoing right to indemnification shall be in addition to such other rights as such Board or each Board member

may enjoy as a matter of law or by reason of insurance coverage of any kind. Rights granted hereunder shall be in addition to and not in lieu of any rights to indemnification to which such Board or each Board member may be entitled pursuant to the by-laws of the Controlling Company.

ARTICLE XII

ALLOCATION OF AUTHORITY AND RESPONSIBILITIES

12.1 Controlling Company and Board.

(a) General Responsibilities. The Controlling Company, as Plan sponsor, and the Board each shall serve as a Named Fiduciary having the authority and responsibility to serve as Plan Administrator.

(b) Allocation of Authority. In the event any of the areas of authority and responsibilities of the Controlling Company and the Board overlap with that of any other Plan fiduciary, the Controlling Company and the Board shall coordinate with such other fiduciaries the execution of such authority and responsibilities; provided, the decision of the Controlling Company and the Board with respect to such authority and responsibilities ultimately shall be controlling.

(c) Authority of Participating Companies. Notwithstanding anything herein to the contrary, and in addition to the authority and responsibilities specifically given to the Participating Companies in the Plan, the Controlling Company, in its sole discretion, may grant the Participating Companies such authority and charge them with such responsibilities as the Controlling Company deems appropriate.

12.2 Trustee. The Trustee shall have the powers and duties set forth in the Trust Agreement.

12.3 Limitations on Obligations of Fiduciaries. No fiduciary shall have authority or responsibility to deal with matters other than as delegated to it under the Plan, under the Trust Agreement or by operation of law. A fiduciary shall not in any event be liable for breach of fiduciary responsibility or obligation by another fiduciary (including Named Fiduciaries) if the responsibility or authority for the act or omission deemed to be a breach was not within the scope of such fiduciary’s authority or delegated responsibility.

12.4 Delegation. Named Fiduciaries shall have the power to delegate specific fiduciary responsibilities (other than Trustee responsibilities). Such delegations maybe to officers or Employees of a Participating Company or to other persons, all of whom shall serve at the pleasure of the Named Fiduciary making such delegation and, if full-time Employees of a Participating Company, without compensation. Any such person may resign by delivering a written resignation to the delegating Named Fiduciary. Vacancies created by any reason may be filled by the appropriate Named Fiduciary or the assigned responsibilities may be reabsorbed or redelegated by the Named Fiduciary.

12.5 Multiple Fiduciary Role. Any person may hold more than one position of fiduciary responsibility and shall be liable for each such responsibility separately.

ARTICLE XIII

AMENDMENT, TERMINATION AND ADOPTION

13.1 Amendment. The provisions of the Plan may be amended at any time and from time to time by the Controlling Company or the Board; provided:

(a) No amendment shall increase the duties or liabilities of the Trustee without the consent of such party;

(b) No amendment shall decrease the balance or vested percentage of an Account or eliminate an optional form of benefit, other than as permitted pursuant to Code Section 411(d)(b), Regulations thereunder and other applicable guidance from the Internal Revenue Service.

(c) No amendment shall be made which would divert any of the assets of the Trust Fund to any purpose other than the exclusive benefit of Participants and Beneficiaries, except that the Plan and Trust Agreement may be amended retroactively and to affect the Accounts of Participants and Beneficiaries if necessary to cause the Plan and Trust to be qualified and exempt from taxation under the Code;

(d) No amendment which increases the rate of Company Contributions under the Plan shall be made without approval of the Board; and

(e) Each amendment shall be approved by the Plan Administrator by resolution.

13.2 Termination.

(a) Right to Terminate. The Controlling Company expects the Plan to be continued indefinitely, but it reserves the right to terminate the Plan or to completely discontinue Contributions to the Plan at any time by action of the Board. In either event, the Plan Administrator, each Participating Company and the Trustee shall be promptly advised of such decision in writing. (For termination of the Plan by a Participating Company as to itself (rather than the termination of the entire Plan) refer to Section 13.3(e).)

(b) Vesting Upon Complete Termination. If the Plan is terminated by the Controlling Company or Contributions to the Plan are completely discontinued, the Accounts of all Participants and Beneficiaries or other successors in interest as of such date shall become 100 percent vested and nonforfeitable. Upon termination of the Plan, the Plan Administrator, in its sole discretion, shall instruct the Trustee either (i) to continue to manage and administer the assets of the Trust for the benefit of the Participants and their Beneficiaries pursuant to the terms and provisions of the Trust

Agreement, or (ii) if there is no successor plan permitted under the terms of Section 9.1(c) or no benefits subject to the restrictions in said Section, to pay over to each Participant the value of his interest in a single sum and to thereupon dissolve the Trust.

(c) Dissolution of Trust. In the event that the Plan Administrator decides to dissolve the Trust, as soon as practicable following the termination of the Plan or the Plan Administrator’s decision, whichever is later, the assets under the Plan shall be converted to cash or other distributable assets, to the extent necessary to effect a complete distribution of the Trust assets as described herein below. Following completion of the conversion, on a date selected by the Plan Administrator, each individual with an Account under the Plan on such date shall receive a distribution of the total amount then credited to his Account. The amount of cash and other property distributable to each such individual shall be determined as of the date of distribution (treating, for this purpose, such distribution date as the Valuation Date as of which the distributable amount is determined). In the case of a termination distribution as provided herein, the Plan Administrator may direct the Trustee to take any applicable action provided in Article IX dealing with unclaimed benefits, except that it shall not be necessary to hold funds for any period of time stated in such Section. Within the expense limitations set forth in the Plan, the Plan Administrator may direct the Trustee to use assets of the Trust Fund to pay any due and accrued expenses and liabilities of the Trust and any expenses involved in termination of the Plan (other than expenses incurred for the benefit of the Participating Companies).

(d) Vesting Upon Partial Termination. In the event of a partial termination of the Plan (as provided in Code section 411(d)(3)), the Accounts of those Participants and Beneficiaries affected shall become 100 percent vested and nonforfeitable and, unless transferred to another qualified plan, shall be distributed in a manner and at a time consistent with the terms of Article IX.

13.3 Adoption of the Plan by a Participating Company.

(a) Procedures for Participation. As of the Effective Date, the Controlling Company and the other Affiliates listed on Schedule B hereto shall be Participating Companies in the Plan. Any other company may become a Participating Company and commence participation in the Plan subject to the provisions of this subsection. In order for a company to become a Participating Company, the Plan Administrator must designate such company as a Participating Company and specify the effective date of such designation. The name of any company which shall commence participation in the Plan, along with the effective date of its participation, shall be recorded on Schedule B hereto which shall be appropriately modified each time a Participating Company is added or deleted. To adopt the Plan as a Participating Company, the board of directors of the company must approve a resolution expressly adopting the Plan for the benefit of its eligible employees and accepting designation as a Participating Company, subject to all of the provisions of this Plan and of the Trust. The resolution shall specify the date as of which the designation as a Participating Company shall be effective. A copy of the resolution (certified if requested) of the board of directors of the adopting Participating Company shall be provided to the Plan Administrator. Upon adoption of the Plan by a

Participating Company as herein provided, the Employees of such company shall be eligible to participate in the Plan subject to the terms hereof and of the resolution of the Plan Administrator designating the adopting company as such.

(b) Single Plan. The Plan, as adopted by all Participating Companies, shall be considered a single plan for purposes of Treasury Regulation section 1.414(l)-1(b)(1). All assets contributed to the Plan by the Participating Companies shall be held together in a single fund and shall be available to pay benefits to all Participants and Beneficiaries. Nothing contained herein shall be construed to prohibit the separate accounting of assets contributed by the Participating Companies for purposes of cost allocation, contributions, forfeitures and other purposes, pursuant to the terms of the Plan and as directed by the Plan Administrator.

(c) Authority under Plan. As long as a Participating Company’s designation as such remains in effect, such Participating Company shall be bound by, and subject to, all provisions of the Plan and the Trust. The exclusive authority to amend the Plan and the Trust shall be vested in the Plan Administrator, and no other Participating Company shall have any right to amend the Plan or the Trust. Any amendment to the Plan or the Trust adopted by the Plan Administrator shall be binding upon every Participating Company without further action by such Participating Company.

(d) Contributions to Plan. A Participating Company shall be required to make Contributions to the Plan at such times and in such amounts as specified in Articles III and VI. The Contributions made (or to be made) to the Plan by the Participating Companies shall be allocated between and among such companies in whatever equitable manner or amounts as the Plan Administrator shall determine.

(e) Withdrawal from Plan. The Plan Administrator may terminate the designation of a Participating Company, effective as of any date. A Participating Company may withdraw from participation in the Plan, with the approval of the Plan Administrator, by action of its board of directors, provided such action is communicated in writing to the Plan Administrator. The withdrawal of a Participating Company shall be effective as of the last day of the Plan Year in which the notice of withdrawal is received by the Plan Administrator (unless the Controlling Company or Plan Administrator consents to a different effective date). Any such Participating Company which ceases to be a Participating Company shall be liable for all costs and liabilities (whether imposed under the terms of the Plan, the Code or ERISA) accrued through the effective date of its withdrawal or termination. The withdrawing or terminating Participating Company shall have no right to direct that assets of the Plan be transferred to a successor plan for its employees unless such transfer is approved by the Controlling Company or Plan Administrator in its sole discretion.

13.4 Merger, Consolidation and Transfer of Assets or Liabilities. In the event of any merger or consolidation of the Plan with, or transfer of assets or liabilities of the Plan to, any other plan, each Participant and Beneficiary shall have a plan benefit in the surviving or transferee plan (determined as if such plan were then terminated immediately after such merger, consolidation or transfer of assets or liabilities) that is equal to or greater than the benefit he

would have been entitled to receive under the Plan immediately before such merger, consolidation or transfer of assets or liabilities, if the Plan had terminated at that time.

ARTICLE XIV

TOP-HEAVY PROVISIONS

14.1 Top-Heavy Plan Years. The provisions set forth in this Article XIV shall become effective for any Plan Years with respect to which the Plan is determined to be a Top-Heavy Plan and shall supersede any other provisions of the Plan which are inconsistent with these provisions; provided, if the Plan is determined not to be a Top-Heavy Plan in any Plan Year subsequent to a Plan Year in which the Plan was a Top-Heavy Plan, the provisions of this Article XIV shall not apply with respect to such subsequent Plan Year; and, provided, further, to the extent that any of the requirements of this Article XIV shall no longer be required under Code section 416 or any other section of the Code, such requirements shall be of no force or effect.

14.2 Determination of Top-Heavy Status.

(a) Application. The Plan will be considered a Top-Heavy Plan for a Plan Year if either:

(1) the Plan is not part of a Required Aggregation Group or a Permissive Aggregation Group and, as of the Determination Date of such Plan Year, the value of the Accounts of the Participants who are Key Employees under the Plan exceeds 60 percent of the value of the Accounts of all Participants; or

(2) the Plan is part of a Required Aggregation Group which, as of the Determination Date of such Plan Year, is a Top-Heavy Group; provided, the Plan shall not be considered a Top-Heavy Plan for a Plan Year under subsection (a)(2) hereof if the Plan also is part of a Permissive Aggregation Group which is not a Top-Heavy Group for such Plan Year.

(b) Special Definitions.

(1) Determination Date. The term “Determination Date” shall mean (i) in the case of the Plan Year that includes the Effective Date of the Plan, the last day of such Plan Year, and (ii) with respect to any other Plan Year of the Plan, the last day of the immediately preceding Plan Year, and (iii) for any plan year of each other qualified plan maintained by a Participating Company or Affiliate which is part of a Required or Permissive Aggregation Group, the date determined under (i) or (ii) above as if the term “Plan Year” means the plan year for each such other qualified plan.

(2) Key Employee. The term “Key Employee” shall mean any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the determination date was an officer of the Company having annual compensation greater than $130,000 (as adjusted

under Section 416(i)(1) of the Code), a 5-percent owner of the Company, or a 1-percent owner of the Company having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a Key Employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

(3) Non-Key Employee. The term “Non-Key Employee” shall mean any Employee who is not a Key Employee. For purposes hereof, former Key Employees shall be treated as Non-Key Employees.

(4) Permissive Aggregation Group. The term “Permissive Aggregation Group” shall mean a Required Aggregation Group and any other qualified plan or plans maintained or contributed to by an Affiliate which, when considered with the Required Aggregation Group, would continue to satisfy the requirements of Code sections 401(a)(4) and 410.

(5) Required Aggregation Group. The term “Required Aggregation Group” shall mean a group of plans of the Affiliates consisting of (i) each plan which, for such Plan Year or any of the 5 preceding Plan Years, including plans which have been terminated within the last five (5) years ending on the Determination Date, qualifies under Code section 401(a) and in which a Key Employee is a participant, and (ii) each other plan which, during this 5-year period, qualifies under Code section 401(a) and which enables any plan described in clause (i) hereof to satisfy the requirements of Code section 401(a)(4) or 410.

(6) Top-Heavy Group. The term “Top-Heavy Group” shall mean a Required or Permissive Aggregation Group with respect to which the sum (determined as of a Determination Date) of (i) the present value of the cumulative accrued benefits for Key Employees under all Defined Benefit Plans included in such group, and (ii) the aggregate of the accounts of Key Employees under all Defined Contribution Plans included in such group, exceeds 60 percent of a similar sum determined for all Employees.

(7) Present Value. This Subsection 14.2(b)(7) shall apply for purposes of determining the present values of accrued benefits and the amount of Account balances of Employees as of the determination date:

(A) Distributions during year ending on the determination date. The present values of accrued benefits and the amounts of Account balances of an Employee as of the 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 1-year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan

under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than Severance from Employment, death, or disability, this provision shall be applied by substituting 5-year period for 1-year period.

(B) Employees not performing services during year ending on the determination date. The accrued benefits and Account of any individual who has not performed services for the Company during the 1-year period ending on the determination date shall not be taken into account.

(c) Special Rules. The following rules shall apply in determining whether the Plan is a Top-Heavy Plan under subsection (a)(1) or (a)(2) above:

(1) The value of any account balance under any Defined Contribution Plan and the value of any accrued benefit under any Defined Benefit Plan shall be determined as of the most recent valuation date that falls within, or ends with, the 12-month period ending on the Determination Date or, if plans are aggregated, the Determination Dates that fall within the same calendar year;

(2) The value of the Accounts under the Plan or the accounts under any other Defined Contribution Plan included in a Required or Permissive Aggregation Group for any Determination Date, other than the Determination Date for the first plan year, shall include the amounts actually contributed and paid to the plan on or before the Determination Date, and shall exclude any amounts to be contributed with respect to such preceding plan year but not actually paid to the plan on or before the Determination Date. The value of the accounts under any Defined Contribution Plan for the Determination Date of the first plan year shall include all amounts contributed to the plan as of the Determination Date, regardless of whether such amounts shall have been actually paid or merely accrued as of the Determination Date;

(3) The value of any account balance under any Defined Contribution Plan and the present value of any accrued benefit under any Defined Benefit Plan as of any Determination Date shall be increased by the aggregate distributions made under the plan during the 5-year period ending on the Determination Date;

(4) Accrued benefits and accounts of the following individuals shall not be taken into account for a Plan Year: (A) any Non-Key Employee who, in a prior Plan Year, was a Key Employee or (B) any Employee who had not performed an Hour of Service for a Participating Company at any time during the 5-year period ending on the Determination Date for such Plan Year;

(5) The value of any account balance shall not include deductible employee contributions, as described in Code section 72(o)(5)(A);

(6) The extent to which rollovers and plan-to-plan transfers are taken into account in determining the value of any account balance or accrued benefit

shall be determined in accordance with Code section 416 and the regulations thereunder; and

(7) Effective for Plan Years beginning after December 31, 1986, each Non-Key Employee’s accrued benefit under the Plan and any Defined Benefit Plans shall be determined (A) under the method, if any, that uniformly applies for accrual purposes under all Defined Benefit Plans, or (B) if there is no such method, as if such benefit accrued more rapidly than the slowest accrual rate permitted under the fractional accrual rate set forth under Code section 411(b)(1)(C).

14.3 Top-Heavy Minimum Contribution.

(a) Multiple Defined Contribution Plans. For any Plan Year in which the Plan is a Top-Heavy Plan, the aggregate Company Contributions (when added to similar contributions made under other defined contribution plans) allocated to the Account of any Active Participant who is a Non-Key Employee shall not be less than the Defined Contribution Minimum. To the extent that the Company Contributions are less than the Defined Contribution Minimum, additional Company Contributions shall be provided under the Plan.

For purposes hereof, a Non-Key Employee shall not fail to receive a minimum contribution hereunder for a Plan Year because (i) such Non-Key Employee fails to complete 1,000 Hours of Service for such Plan Year or (ii) such Non-Key Employee is excluded from participation (or receives no allocation) merely because his Compensation is less than a stated amount or because he failed to make a Deferral Election for such Plan Year.

(b) Defined Contribution and Benefit Plans. In the event that Non-Key Employees are covered under both the Plan and one or more Defined Benefit Plans maintained by an Affiliate, the minimum contribution level set forth in subsection (a) hereof shall be satisfied if each such Non-Key Employee receives a benefit level under such Defined Contribution and Defined Benefit Plans which is not less than the Defined Benefit Minimum offset by any benefits provided under the Plan and any other Defined Contribution Plans maintained by any Affiliate.

(c) Defined Contribution Minimum. The term “Defined Contribution Minimum” means, with respect to the Plan, a minimum level of Company Contributions allocated with respect to a Plan Year to the Account of each Active Participant who is a Non-Key Employee; such level being the lesser of:

(1) 3 percent of such Active Participant’s Compensation for the entire Plan Year; or

(2) if no Defined Benefit Plan of an Affiliate uses the Plan to satisfy the requirements of Code sections 401(a)(4) or 410, the highest percentage of

Compensation at which Company Contributions are made, or are required to be made, under the Plan for such Plan Year for any Key Employee.

For purposes of this subsection, (1) qualified nonelective contributions made by the Company in order to satisfy the anti-discrimination tests of Code section 401(k) or section 401(m) (for example, Discretionary Contributions) may be treated as Company Contributions; (2) Pre-Tax and Matching Contributions shall be taken into account as Company Contributions for Key Employees; (3) Matching Contributions may be treated as Company Contributions and may be taken into account for satisfying the Minimum Contribution Requirement for Non-Key Employees; and (4) Pre-Tax Contributions shall not be taken into account for satisfying the Minimum Contribution Requirement for Non-Key Employees.

(d) Defined Benefit Minimum. The term “Defined Benefit Minimum” means, with respect to a Defined Benefit Plan, a minimum level of accrued benefit derived from employer contributions with respect to a plan year for each participant who is a Non-Key Employee; such level, when expressed as an annual retirement benefit, being not less than the product of (1) and (2), where:

(1) equals the Non-Key Employee’s average Compensation for the period of consecutive years (not exceeding 5) when such Non-Key Employee had the highest aggregate Compensation from all Affiliates; and

(2) equals the lesser of (A) 2 percent times such Non-Key Employee’s number of years of service or (B) 20 percent.

For purposes of determining the Defined Benefit Minimum, “years of service” shall not include any year of service if the Plan was not a Top-Heavy Plan for the Plan Year ending during such year of service and shall not include any years of service completed in a Plan Year beginning before January 1, 1984. Compensation in years before January 1, 1984, and Compensation in years after the close of the last Plan Year in which the Plan is a Top-Heavy Plan shall be disregarded. All accruals of employer-provided benefits, whether or not attributable to years for which the Plan is top-heavy, may be used in determining whether the minimum contribution requirements set forth in this Section are satisfied.

14.4 Top-Heavy Minimum Vesting. The vesting schedule set forth in Section 8.1(d) satisfies the top heavy minimum vesting requirements.

14.5 Construction of Limitations and Requirements. The descriptions of the limitations and requirements set forth in this Article are intended to serve as statements of the minimum legal requirements necessary for the Plan to remain qualified under the applicable terms of the Code. The Participating Companies do not desire or intend, and the terms of this Article shall not be construed, to impose any more restrictions on the operation of the Plan than required by law. Therefore, the terms of this Article and any related terms and definitions in the Plan shall be interpreted and operated in a manner which imposes the least restrictions on the Plan. For example, if use of a more liberal definition of “Compensation” is permissible at any

time under the law, then the more liberal provisions may be applied as if such provisions were included in the Plan.

ARTICLE XV

MISCELLANEOUS

15.1 Nonalienation of Benefits and Spendthrift Clause.

(a) General Nonalienation Requirements. Except to the extent permitted by law and as provided in Subsections (b) and (c) hereof, none of the Accounts, benefits, payments, proceeds or distributions under the Plan shall be subject to the claim of any creditor of a Participant or Beneficiary or to any legal process by any creditor of such Participant or of such Beneficiary; and neither such Participant nor any such Beneficiary shall have any right to alienate, commute, anticipate or assign any of the Accounts, benefits, payments, proceeds or distributions under the Plan except to the extent expressly provided herein.

(b) Exception for Qualified Domestic Relations Orders.

(1) The nonalienation requirements of subsection (a) hereof shall apply to the creation, assignment or recognition of a right to any benefit, payable with respect to a Participant pursuant to a domestic relations order, unless such order is (i) determined to be a qualified domestic relations order, as defined in Code section 414(p), entered on or after January 1, 1985, or (ii) any domestic relations order, as defined in Code section 414(p), entered before January 1,1985, pursuant to which a transferor plan was paying benefits on January 1, 1985. The Plan Administrator shall establish reasonable written procedures to determine the qualified status of a domestic relations order. Further, to the extent provided under a qualified domestic relations order, a former spouse of a Participant shall be treated as the Spouse or Surviving Spouse for all purposes under the Plan.

(2) The Plan Administrator shall establish reasonable procedures to administer distributions under qualified domestic relations orders which are submitted to it. The Plan Administrator, to the extent provided in a qualified domestic relations order, shall direct the Trustee to pay, in a single sum payment, the full amount of the benefit payable to any alternate payee under a qualified domestic relations order. Such cash-out payment shall be made as soon as practicable after the end of the month within which the Plan Administrator determines that a domestic relations order is a qualified domestic relations order, or if later, when the terms of the qualified domestic relations order permit such a distribution. (See also Section 9.5) If the terms of a qualified domestic relations order do not permit an immediate cash-out payment, the benefits shall be paid to the alternate payee in accordance with the terms of such order and the applicable terms of the Plan.

(c) Exception for Loans from the Plan. All loans made by the Trustee to any Participant or Beneficiary shall be secured by a pledge of the borrower’s interest in the Plan.

(d) Exception for Benefit Offset Pursuant to Code Section 401(a)(13)(C). The prohibitions contained in Section 15.1(a) hereof shall not apply to any offset of a Participant’s benefits provided under the Plan in an amount that the Participant is ordered or required to pay to the Plan (1) due to conviction of a crime against the Plan, (2) under a court order in a civil suit for breach of fiduciary duty under ERISA, or (3) under a settlement agreement with the Department of Labor or the Pension Benefit Guaranty Corporation for breach of fiduciary duty. The court order or settlement agreement must expressly provide for the offset of the Participant’s benefits.

15.2 Headings. The headings and subheadings in the Plan have been inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof.

15.3 Construction, Controlling Law. In the construction of the Plan, the masculine shall include the feminine and the feminine the masculine, and the singular shall include the plural and the plural the singular, in all cases where such meanings would be appropriate. Unless otherwise specified, any reference to a section shall be interpreted as a reference to a section of the Plan. The Plan shall be construed in accordance with the laws of the State of Texas and applicable federal laws.

15.4 No Contract of Employment. Neither the establishment of the Plan, nor any modification thereof, nor the creation of any fund, trust or account, nor the payment of any benefits shall be construed as giving any Participant, Employee or any person whomsoever the right to be retained in the service of any Affiliate, and all Participants and other Employees shall remain subject to discharge to the same extent as if the Plan had never been adopted.

15.5 Legally Incompetent. The Plan Administrator may in its discretion direct that payment be made and the Trustee shall make payment on such direction, directly to an incompetent or disabled person, whether incompetent or disabled because of minority or mental or physical disability, or to the guardian of such person or to the person having legal custody of such person, without further liability with respect to or in the amount of such payment either on the part of any Participating Company, the Plan Administrator or the Trustee.

15.6 Heirs, Assigns and Personal Representatives. The Plan shall be binding upon the heirs, executors, administrators, successors and assigns of the parties, including each Participant and Beneficiary, present and future.

15.7 Title to Assets, Benefits Supported Only By Trust Fund. No Participant or Beneficiary shall have any right to, or interest in, any assets of the Trust Fund upon termination of his employment or otherwise, except as provided from time to time under the Plan, and then only to the extent of the benefits payable under the Plan to such Participant out of the assets of the Trust Fund. Any person having any claim under the Plan shall look solely to the assets of the Trust Fund for satisfaction. The foregoing sentence notwithstanding, each Participating Company shall indemnify and save any of its officers, members of its board of directors or

agents, and each of them, harmless from any and all claims, loss, damages, expense and liability arising from their responsibilities in connection with the Plan and from acts, or omissions and conduct in their official capacity, except to the extent that such effects and consequences shall result from their own willful misconduct or gross negligence.

15.8 Legal Action. In any action or proceeding involving the assets held with respect to the Plan or Trust Fund or the administration thereof, the Participating Companies, the Plan Administrator and the Trustee shall be the only necessary parties and no Participants, Employees, or former Employees of the Company, their Beneficiaries or any other person having or claiming to have an interest in the Plan shall be entitled to any notice of process; provided, that such notice as is required by the Internal Revenue Service and the Department of Labor to be given in connection with Plan amendments, termination, curtailment or other activity shall be given in the manner and form and at the time so required. Any final judgment which is not appealed or appealable that may be entered in any such action or proceeding shall be binding and conclusive on the parties hereto, the Plan Administrator and all persons having or claiming to have an interest in the Plan.

15.9 Severability. If any provisions of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.

15.10 Exclusive Benefit: Refund of Contributions. No part of the Trust Fund shall be used for or diverted to purposes other than the exclusive benefit of the Participants and Beneficiaries, subject, however, to the payment of all costs of maintaining and administering the Plan and Trust. Notwithstanding the foregoing, Contributions to the Trust by a Participating Company may be refunded to the Participating Company under the following circumstances and subject to the following limitations:

(a) Permitted Refunds. If and to the extent permitted by the Code and other applicable laws and regulations thereunder, upon the Participating Company’s request, a Contribution which is (i) made by a mistake in fact, (ii) conditioned upon initial qualification of the Plan with the Plan receiving an adverse determination even though the application for determination is submitted to the Internal Revenue Service for review within the remedial amendment period (as defined in Treasury Regulation section 1.401(b)-1) with respect to the Plan, or (iii) conditioned upon the deductibility of the Contribution under Code section 404, shall be returned to the Participating Company making the Contribution within 1 year after the payment of the Contribution or the disallowance of the deduction (to the extent disallowed), whichever is applicable.

(b) Payment of Refund. If any refund is paid to a Participating Company hereunder, such refund shall be made without interest or other investment gains, shall be reduced by any investment losses attributable to the refundable amount and shall be apportioned among the Accounts of the Participants as an investment loss, except to the extent that the amount of the refund can be attributed to one or more specific Participants (for example, as in the case of certain mistakes of fact), in which case the amount of the refund attributable to each such Participant’s Account shall be debited directly against such Account.

(c) Limitation on Refund. No refund shall be made to a Participating Company if such refund would cause the balance in a Participant’s Account to be less than the balance would have been had the refunded contribution not been made.

15.11 Predecessor Service. In the event a Participating Company maintains the Plan as successor to a predecessor employer who maintained the Plan, service for the predecessor employer shall be treated as service for the Participating Company.

15.12 Plan Expenses. As permitted under the Code and ERISA, expenses incurred with respect to administering the Plan and Trust shall be paid by the Trustee from the Trust Fund to the extent such costs are not paid by the Participating Companies or to the extent the Controlling Company requests that the Trustee reimburse it or any other Participating Company for its payment of such expenses. The Plan Administrator may provide for any expenses specifically attributable to transactions involving an Account to be charged against such Account.

15.13 Residents of Puerto Rico. This Plan shall at all times be maintained and administered in accordance with any applicable laws of Puerto Rico, and their related regulations, in connection with contributions made by or on behalf of, or benefits paid, to Participants who are residents of Puerto Rico.

IN WITNESS WHEREOF, the Controlling Company has caused the Plan to be executed by its duly authorized representative on the 29^th day of January, 2007.

SCHEDULE A
TO THE
RENT-A-CENTER, INC.
401(k) RETIREMENT SAVINGS PLAN

SPECIAL EFFECTIVE DATES FOR CHANGES IN LAW

1. Effective Date. Changes in the law required the Prior Plan to be amended in various respects. To comply with the requirements of such changes, the provisions of the Plan described below amend the Prior Plan as of dates other than the Effective Date.

(A) Code Section 411(a) Compliance. To comply with the “cash-out” rule of Code Section 411(a)(11): The cash-out limit of $1,000 in Sections 9.1 and 9.4, as modified in Amendment One to the January 1, 2003 Amended and Restated Prior Plan executed on November 8, 2005, was effective on March 28, 2005, the date on which the $1,000 limit was first applied in operation.

SCHEDULE B
TO THE
RENT-A-CENTER, INC.
401(k) RETIREMENT SAVINGS PLAN

PARTICIPATING COMPANIES
[see Plan Section 1.58 and Section 13.3]

As of May 13, 2004, the following companies are Participating Companies in the Plan. Any company which becomes a Participating Company after May 13, 2004 shall be set forth below or in the records of the Plan Administrator, including such company’s effective date of participation.


COMPANY	EIN		EFFECTIVE DATE
ColorTyme, Inc. (acquired May 1996)		75-2651408	October 1, 1997
Get-It-Now, LLC		16-1628325	October 1, 2002
Rent-A-Center East, Inc. (formerly Rent-A-Center, Inc.)		48-1024367	December 31, 2002
Rent-A-Center Texas, LP		45-0491512	December 31, 2002
Rent-A-Center West, Inc.		48-1156618	December 31, 2002
RAC National Product Service, LLC		42-1626381	May 1, 2004
RAC RR, Inc.		73-1702183	May 7, 2004
Rent Rite Servicing, Inc.		01-0677577	May 7, 2004
Rainbow Rentals, Inc.		34-1512520	May 13, 2004
Rent-Way, Inc.		25-1407782	January 1, 2007
dPi Teleconnect, LLC		75-2793726	January 1, 2007

SCHEDULE C
TO THE
RENT-A-CENTER, INC.
401(k) RETIREMENT SAVINGS PLAN

SERVICE WITH PREDECESSOR EMPLOYERS
INCLUDED PURSUANT TO PLAN SECTIONS 1.85(f) AND 2.1(d)

An Employee’s periods of employment with the following entities, prior to such entities becoming (or becoming part of such) Affiliates, shall be taken into account for eligibility (and vesting purposes) under the Plan:

	1.		Advantage Companies, Inc. and its affiliates, to the extent such Employee became an Employee immediately following and as a result of the acquisition of Advantage Companies, of Thorn Americas, Inc and its affiliates by the Thorn Americas, Inc. on January 2, 1996.

	2.		Tidewater Rental Corporation, and its affiliates, to the extent such Employee became an Employee immediately following and as a result of the acquisition of Advantage Companies, Inc. and its affiliates by the Thorn Americas, Inc. on January 2, 1996.

	3.		Thorn Americas, Inc. and its affiliates, to the extent such Employee became an Employee immediately following and as a result of the acquisition of Thorn Americas, Inc. by Renters Choice, Inc.

	4.		Rent Rite, Inc. and its affiliates, to the extent such Employee became an Employee immediately following and as a result of the acquisition of Rent Rite, Inc. and its affiliates by Rent-A-Center, Inc. on May 7, 2004.

	5.		Rainbow Rentals, Inc. and its affiliates, to the extent such Employee became an Employee immediately following and as a result of the acquisition of Rainbow Rentals, Inc. and its affiliates by Rent-A-Center, Inc. on May 13, 2004.

SCHEDULE D
TO THE
RENT-A-CENTER, INC.
401(k) RETIREMENT SAVINGS PLAN

PROVISIONS FOR FORMER PARTICIPANTS
OF THE
RENT RITE 401(k) RETIREMENT SAVINGS PLAN

D.1. Background. The provisions of this Schedule D supersede any contrary provisions of the Plan with respect to Participants described in Section D.2. The Plan as modified by this Schedule D reflects the provisions of this Plan as they apply to such Participants for periods on and after May 7, 2004.

D.2. Participant. A Participant means any Participant who was formerly a participant in the Rent Rite 401(k) Retirement Savings Plan (“Rent Rite Plan”).

D.3. Early Retirement Age. For purposes of monies transferred to the Plan from the Rent Rite Plan, “Early Retirement Age” shall mean the date on which occurs the later of (i) the fifty-fifth (55th) birthday of a Participant, or (ii) the completion of six (6) years of vesting service by the Participant. All provisions in the Plan which provide for full vesting on attainment of Normal Retirement Age will apply to the Early Retirement Age for such monies.

D.4. Vesting. A Participant under this Schedule D shall at all times be fully vested in all “safe harbor” matching contributions made on his behalf in the Rent Rite Plan.

AMENDMENT NO. ONE TO THE
RENT-A-CENTER, INC.
401(k) RETIREMENT SAVINGS PLAN

WHEREAS, Rent-A-Center, Inc., a Delaware corporation (the “Company”), established the Rent-A-Center, Inc. 401(k) Retirement Savings Plan (the “Plan”), and its related Trust (the “Trust”) by documents effective October 1, 1997; and

WHEREAS, the Plan has been amended from time to time since October 1, 1997; and

WHEREAS, the Plan provides, at Section 14.1 of Article XIV that the Company retains the right to amend the Plan from time to time; and

WHEREAS, the Company wishes to amend the Plan to incorporate automatic enrollment provisions for certain employees who do not otherwise make a specific election to make or not make Pre-Tax Contributions at the time they first become eligible to participate in the Plan; and

WHEREAS, the Plan requires amendment to incorporate certain regulatory and legislative changes relating to final regulations issued by the Internal Revenue Service on April 5, 2007 under Code Section 415 (the “Final 415 Regulations”), which are required to be adopted with an effective date of limitation years beginning on or after July 1, 2007; and

WHEREAS, the Company intends this amendment as good faith compliance with the requirements of the Final 415 Regulations and that it is to be construed in accordance with the Final 415 Regulations and guidance issued thereunder, the terms of which are incorporated herein by reference.

NOW THEREFORE, the Plan is hereby amended effective as of the dates noted herein, as follows:

1. Section 1.20 is hereby amended effective January 1, 2008 by adding a new paragraph (e) at the end of such section to read as follows:

(e) Notwithstanding the foregoing paragraphs, for Limitation Years beginning on or after July 1, 2007, payments made within 2¹/2 months after severance from employment (within the meaning of Code Section 401(k)(2)(B)(i)(I)) will be considered Compensation for all purposes of subsections (a) through (d) above and within the meaning of Code Section 415(c)(3) if they are payments that, absent a severance from employment, would have been paid to the Employee while the Employee continued in employment with his employer and are regular Compensation for services during the Employee’s regular working hours, Compensation for services outside the Employee’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar compensation, and payments for accrued bona fide sick, vacation or other leave, but only if the Employee would have been able to use the leave if employment had continued. Any payments not described above are not considered Compensation if paid after severance from employment, even if they are paid within 2¹/2 months following severance from employment, except for payments to an individual who does not currently

perform services for his employer by reason of qualified military service (within the meaning of Code Section 414(u)(1)) to the extent these payments do not exceed the amounts the individual would have received if the individual had continued to perform services for his employer rather than entering qualified military service.

2. Section 3.1 is hereby amended effective May 1, 2008 by adding a new subsection (c) to the end to read as follows:

(c) Automatic Enrollment for Store Managers. Notwithstanding the foregoing provisions of this Section 3.1, effective May 1, 2008, to the extent an Active Participant who is a Store Manager (as that position and title is determined by each Participating Company) fails to make a specific election to decline to make Pre-Tax Contributions when such Active Participant is first eligible to make Pre-Tax Contributions, such Active Participant will be considered to have automatically elected to contribute four percent (4%) of his Compensation as a Pre-Tax Contribution, unless, after appropriate advance notice is given, he affirmatively elects not to make a Pre-Tax Contribution or to make a Pre-Tax Contribution in another amount.

Additionally, at the time an Active Participant is promoted to Store Manager, if he is not currently electing to make Pre-Tax Contributions, he will receive a one-time notice of the option to make such contributions and, if he fails to make a specific election to decline to make such contributions, such Active Participant will be considered to have automatically elected to contribute four percent (4%) of his Compensation as a Pre-Tax Contribution.

Further, all Store Managers who are Active Participants as of May 1, 2008 and who are not currently electing to make Pre-Tax Contributions will receive a one-time notice of the option to make such contributions and, if any such Active Participant fails to make a specific election to decline to make such contributions, such Active Participant will be considered to have automatically elected to contribute four percent (4%) of his Compensation as a Pre-Tax Contribution.

3. Section 6.6(b) is hereby amended effective January 1, 2008 by adding a new section (4) to the end of such section to read as follows:

(4) Notwithstanding the foregoing paragraphs (1) through (3), effective for Limitation Years beginning on or after July 1, 2007, the provisions of those sections and any other Plan provisions incorporating the requirements of prior Treas. Reg. Section 1.415-6(b)(6) (as in effect for Limitation Years beginning prior to July 1, 2007) shall not apply for any Limitation Year beginning on or after July 1, 2007. Any correction of excess Annual Additions shall be administered pursuant to applicable Internal Revenue Service and Treasury guidance in effect at the time of such correction.


	Page
15.12 Plan Expenses		73
15.13 Residents of Puerto Rico		73