Any Member who is an Employee may withdraw an amount from his Employee Accounts and Company Contributions Account not in excess of the sum of the following:

First, from the Member’s Member Contributions which were not previously withdrawn or distributed;

Withdrawals. A Participant shall not be entitled to withdraw any portion of his Account while employed by any System Company.

Withdrawals. An Employee, upon demonstration of financial hardship to the Compensation Committee, may withdraw from a Plan an amount in cash not to exceed the lesser of $5,000.00 or fifty (50%) percent of the Employee’s benefit in the Plan which is attributable to amounts described in Section 2.2(a) and (b) hereof. An Employee shall be limited to one withdrawal in any one Plan Year as such is defined in the Employees’ Savings Trust Plan; provided, however, that the amount of the withdrawal may not exceed the amount necessary to satisfy the financial hardship plus amounts necessary to pay taxes reasonably anticipated as a result of the withdrawal, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Employee’s assets (to the extent such liquidation would not itself cause severe financial hardship). The term “financial hardship” shall mean any extraordinary or unforeseeable need for funds arising from events beyond the Employee’s control that meets the definition of an “unforeseeable emergency” within the meaning of [Section 409A(a)(2)(B)(ii)] of the Code.

Regular Pay. 415 Compensation shall include regular pay after severance from employment if # the payment is for regular compensation for services during the Participant’s regular working hours, or compensation for services outside of the Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments, and # the payment would have been paid to the Participant prior to severance from employment if the Participant had continued in employment with the Employer.

Regular Benefits. Executive shall be entitled to participate in all benefit plans available to employees of Employer, such plans are more specifically outlined in the Employee Benefits Package (a copy of which has been provided to Executive), including medical insurance, basic life insurance, long-term disability, retirement and security plans, savings plans (401K), business travel accident insurance, exercise club privileges, and other benefit plans that may from time to time be approved or in effect for senior executives of Employer. Such participation shall be subject to # the terms of the applicable plan documents, # generally applicable policies of Employer and # the discretion of the Board of Directors of Employer or the administrative or other committee provided for in or contemplated by such plan. Such benefits shall be subject to review, alteration and/or cancellation in the discretion of the Board of Directors of Employer, in accordance with the usual practice of Employer with respect to review of benefits for its officers.

Emergency Withdrawals. In the event a Participant suffers an unforeseeable emergency within the contemplation of this Section and Section 409A of the Code, the Participant may apply to the Company for an immediate distribution of all or a portion of the Participant’s Deferred Share Units. The unforeseeable emergency must result from a sudden and unexpected illness or accident of the Participant, the Participant’s spouse, or a dependent (within the meaning of Section 152(a) of the Code) of the Participant, casualty loss of the Participant’s property, or other similar extraordinary and unforeseeable conditions beyond the control of the Participant. Examples of purposes which are not considered unforeseeable emergencies include post-secondary school expenses or the desire to purchase a residence. In no event will a distribution be made to the extent the unforeseeable emergency could be relieved through reimbursement or compensation by insurance or otherwise, or by liquidation of the Participant’s nonessential assets to the extent such liquidation would not itself cause a severe financial hardship. The amount of any distribution hereunder shall be limited to the amount necessary to relieve the Participant’s unforeseeable emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution. The Committee shall determine whether a Participant has a qualifying unforeseeable emergency and the amount which qualifies for distribution, if any. The Committee may require evidence of the purpose and amount of the need, and may establish such application or other procedures as it deems appropriate.

Any Member who is an Employee, who has not attained age 59 1⁄2 and who has taken all other available distributions from the Plan may withdraw an amount from his Accounts not in excess of the amount necessary to satisfy an immediate and heavy financial need, as long as the Member has demonstrated that no resources other than such withdrawal are reasonably available to meet such need. The maximum amount that may be withdrawn is the amount credited to the Member’s Accounts, excluding any income credited to a Member’s Salary Deferrals (including Age 50 Catch-Up Deferrals) after the last Valuation Date in the 1988 Plan Year, qualified nonelective contributions and qualified matching contributions (and income allocable thereto), and any other amounts that are prohibited from being withdrawable upon hardship under the rules applicable to qualified plans under [section 401(a)] of the IRC or the Income Tax Regulations issued thereunder.

Hardship Withdrawals. Notwithstanding any withdrawals made pursuant to [Section 7.3(a)], a Participant may make withdrawals from his Before-Tax Account, or, effective as of January 1, 2013, his Roth Account, on account of Hardship. Any application for a withdrawal on account of Hardship shall be made in writing to the Committee, setting forth facts demonstrating that a Hardship exists and containing such financial statements, documents and other additional information as the Committee shall require. No withdrawal on account of Hardship shall be permitted unless the Committee, based upon the Participant’s representations and such other facts as are known to the Committee, determines that all of the following conditions are satisfied:

Regular Valuation Dates. As of each Valuation Date, the Company and the Recordkeeper will determine the fair market value of each Account of each Participant. On each Valuation Date, each Account will be adjusted to reflect the following events in order since the preceding Valuation.