The Plan shall satisfy the average deferral percentage test provided in [section 401(k)(3)] of the IRC and [section 1.401(k)-1]1] of the Income Tax Regulations issued thereunder. Subject to the special rules described in Section 4.11, the Aggregate 401(k) Contributions of Highly Compensated Employees shall not exceed the limits described below:

The Aggregate 401(k) Contributions of Highly Compensated Employees shall constitute Excess Contributions and shall be reduced, pursuant to Sections 4.8 and 4.9, to the extent that the Average Deferral Percentage of Highly Compensated Employees exceeds the greater of # 125 percent of the Average Deferral Percentage of Nonhighly Compensated Employees or # the lesser of # 200 percent of the Average Deferral Percentage of Nonhighly Compensated Employees or # the Average Deferral Percentage of Nonhighly Compensated Employees plus two percentage points.

Actual Deferral Percentage: The Actual Deferral Percentage for a specified group of Employees for a Plan Year shall be the average of the ratios (calculated separately for each Employee in such group) of:

The actual deferral percentage (hereinafter "ADP") for a plan year for participants who are highly compensated employees for the plan year and the prior year's ADP for participants who were nonhighly compensated employees for the prior plan year must satisfy one of the following tests: # The ADP for a plan year for participants who are highly compensated employees for the plan year shall not exceed the prior year's ADP for participants who were nonhighly compensated employees for the prior plan year multiplied by 1.25; or # The ADP for a plan year for participants who are highly compensated employees for the plan year shall not exceed the prior year's ADP for participants who were nonhighly compensated employees for the prior plan year multiplied by 2.0, provided that the ADP for participants who are highly compensated employees does not exceed the ADP for participants who were nonhighly compensated employees in the prior plan year by more than two percentage points.

The Actual Deferral Percentages (including zero percentages) of Highly Compensated Employees and Nonhighly Compensated Employees shall be separately averaged to determine each group’s Average Deferral Percentage; and

Provided this limit is applied uniformly in determining the Average Deferral Percentage limitation for the Plan Year, the Company may limit [Section 414(s)] Compensation to the amount of such compensation paid to the Eligible Employee during the portion of the Plan Year that such Member was an Eligible Employee; and

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.

Minimum Maximum

Deferral Percentage Percentage

Deferral. In the sole discretion of the Committee, in accordance with procedures established by the Committee, the Participant may be permitted to defer the issuance of Shares deliverable upon the exercise of an Option for a specified period or until a specified date.

Deferral. The Committee may establish a program (taking into account, without limitation, the application of Section 409A of the Code, as the Committee may deem appropriate) under which Optionees will have Phantom Shares subject to Section 10 credited upon their exercise of Options, rather than receiving Shares at that time.