The Company may, in its sole discretion, make one or more Company Contributions during each Plan Year with respect to Members’ Salary Deferrals (other than Age 50 Catch-Up Deferrals). The Company’s rate of contribution and the frequency and manner in which the Company makes its contribution shall be decided by the Company in its sole discretion with respect to each such Plan Year. Company Contributions initially may be paid to a suspense account maintained by the Trustee as part of the Plan.

The Executive Vice President & Chief Human Resources Officer or the Plan Administrator may credit a Participant who transfers to an Affiliate that is not an Employer with an Annual Contribution based on his Compensation with such Affiliate without the need for such Affiliate to adopt the ERA as an Employer.

No Company contribution shall be made to any Prior Profit Sharing Account with respect to any period after June 30, 1978, but such a contribution may be made after June 30, 1978, with respect to a prior period.

Discretionary Company Contributions. Unless otherwise determined by the Committee prior to awarding any Discretionary Company Contributions, amounts credited to a Participant’s Discretionary Company Contributions Account shall be vested to the same extent as the Participant’s matching contributions account under the Qualified Plan.

Without regard to any rules that limit the remuneration included in “wages” based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in [section 3401(a)(2)] of the IRC);

The Company, in its sole discretion, may include all or a portion of the Company Contributions for a Plan Year in Aggregate 401(k) Contributions taken into account in applying the Average Deferral Percentage limitation described in Section 4.6 for such Plan Year, provided that the requirements of section 1.401(k)-2(a)(6))] of the Income Tax Regulations are satisfied.

A Company Contributions Account, reflecting Company Contributions made on behalf of a Member with respect to periods after June 30, 1978 and earnings, losses and expenses attributable to such Company Contributions.

Company Contributions, determined under the first two paragraphs of Section 5.1, shall be allocated as of the last day of each Plan Year to the Company Contributions Account of each Member who has completed a 12-month Period of Service on or before the last day of such Plan Year and who is an Employee on such date, or who terminated employment during such Plan Year due to:

Any other provision of the Plan notwithstanding, each Company Contribution under Section 5.1 is expressly conditioned upon the deductibility of such contribution under [Section 404] of the IRC. If the deductibility of a Company Contribution is denied, then the amount for which a deduction is disallowed (reduced by any losses incurred with respect to such amount) shall be returned to the Company within 12 months after the date of the disallowance. In addition, if all or part of a Company Contribution is attributable to a mistake of fact, then the excess of such Company Contribution over the amount which would have been contributed in the absence of the mistake of fact (reduced by any losses incurred with respect to such excess) shall be returned to the Company within 12 months after the date of such Company Contribution.

Amount. If a Participant elects a permissible withdrawal under this Subsection, then the Plan must make a distribution equal to the amount (and only the amount) of the Automatic Deferrals made under the EACA (adjusted for allocable gains and losses to the date of the distribution). The Plan may separately account for Automatic Deferrals, in which case the entir e account will be distributed. If the Plan does not separately account for the Automatic Deferrals, then the Plan must determine earnings or losses in a manner similar to the refund of Excess Contributions.