Vested Participant – A former participant who had a nonforfeitable right to all or a portion of his account balance(s) derived from employer contributions or who (effective for plan years beginning on or after January 1, 2006) had made an employee elective deferral contribution at the time of his termination from service shall retain credit for all vesting years of service prior to a break in service as that term is defined in [Section 4.1(b)].

Years of service disregarded under the break in service rules in [Section 4.1(d)] below. (Post-ERISA break in service rules)

Break in Service, eligibility will be determined under the 1-Year Break in Service rules set forth in Section 3.5.

Years of service before the effective date of ERISA if such service would have been disregarded under the break in service rules of the prior plan in effect from time to time before such date. For this purpose, break in service rules are rules that result in the loss of prior vesting or benefit accruals, or that deny an employee eligibility to participate, by reason of separation or failure to complete a required period of service within a specified period of time. (Pre-ERISA break in service rules)

Section # – Re-Participation or Re-Employment (Break in Service Rules)11

Vesting for Pre-Break and Post-Break Accounts – In the case of a participant or employee who has five or more consecutive one-year breaks in service, all years of service after such breaks in service shall be disregarded for the purpose of vesting the employer-derived account balance(s) that accrued before such breaks in service. Whether or not such pre-break service counts in vesting the post-break employer-derived account balance(s) shall be determined according to the rules set forth in [Section 4.1(d)(1) and (2)])] above. Separate accounts shall be maintained for each of the participant’s pre-break and post-break employer-derived account balance(s). All accounts shall share in the investment earnings and losses of the fund.

-2 To the extent applicable, a Participant’s vested interest in his or her Account accumulated before five (5) consecutive one year Breaks in Service shall be determined without regard to any Service after such five consecutive Breaks in Service. Further, if a Participant has five (5) consecutive one year Breaks in Service before his or her interest in his or her Account has become vested to some extent, pre-Break in Service years of Service shall not be required to be taken into account for purposes of determining his or her post-Break in Service vested percentage.

Participation and Vesting on Re-Employment: Participation in the Plan shall cease at the close of the Plan Year during which termination of Service occurs. Termination of Service may result from Retirement, death or voluntary or involuntary termination of employment with the Employer and its Affiliates, if any, unauthorized absence, or by failure to return to active employment with the Employer by the date on which an Authorized Absence expired. On the re-employment of any person before he has a Break In Service, he shall participate in the Plan as of the date of his re-employment (if he is not ineligible), and he may be entitled to a new Employer Matching Contribution Account, Non-Elective Contribution Account, and ESOP Account if he had received no distribution by reason of his prior termination of Service. On the re-employment after a Break In Service of any person who had previously been employed by the Employer, the following rules shall apply in determining his Participation in the Plan and his Vesting Service under Sections 3.1 and 3.6:

Eligibility computation period. The Administrator measures the initial eligibility computation period under this Subsection from the date the Participant first receives credit for an Hour of Service following the 1-Year Break in Service. The

Special Rules. In the case of a Participant other than an Employee (or in the case of an Employee where the next payroll payment is not sufficient to satisfy such tax obligations, with respect to any remaining tax obligations), in the absence of any other arrangement and to the extent permitted under Applicable Law, the Participant shall be deemed to have elected to have the Company withhold from the Shares or cash to be issued pursuant to an Award that number of Shares having a Fair Market Value determined as of the applicable Tax Date (as defined below) or cash equal to the amount required to be withheld. For purposes of this Section 11, the Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined under the Applicable Law (the “Tax Date”).

General Rules. All prepayments shall be subject to Section 3.5, but shall otherwise be without premium or penalty. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. All prepayments shall be accompanied by accrued interest thereon and, in the case of any prepayment of a LIBOR Loan, any additional amounts required pursuant to Section 3.5.

General Rules. Subject to the requirements set forth herein, the Company will grant severance benefits under the Plan to Executives.

The Company has the sole discretion to interpret and apply these procedures and may apply other rules and procedures as it deems necessary or appropriate, including but not limited to, rules for making deferral elections, valuing and crediting deferrals, valuing and crediting dividend equivalents, valuing and making switches, defining applicable measuring periods, determining closing prices and closing index values and determining what days constitute trading days. Such rules may or may not be communicated to participants, may or may not be reflected in formal administrative procedures, and may change from year to year. However, no rules or procedures may be applied that would cause a failure to comply with Code Section 409A.

Nondiscrimination Rules. The nondiscrimination rules set forth in Code Section 401(a)(4), Code Section 410(b) or other provisions of the Code that are applicable to the Retirement Plan and that are intended to prevent discrimination in favor of “highly compensated employees” (as defined in Code Section 414(q)).

Plan Rules. “Plan Rules” are rules, policies, practices or procedures adopted by the Plan Administrator or its delegate pursuant to Section 9.1.5.

Special Rules Unless the Participant has otherwise specified in the Participant’s Beneficiary designation, the following rules shall apply: