(A participant is a highly compensated employee for a particular plan year if he meets the definition of a highly compensated employee in effect for that plan year. A participant is a nonhighly compensated employee for a particular plan year if he does not meet the definition of a highly compensated employee in effect for that plan year.

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”).

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

Special Rules. Notwithstanding anything herein to the contrary, the Administrator may adopt special rules applicable to the employees of a particular Designated Subsidiary, whenever the Administrator determines that such rules are necessary or appropriate for the implementation of the Plan in a jurisdiction where such Designated Subsidiary has employees; provided that such rules are consistent with the requirements of Section 423(b) of the U.S. Code. Any special rules established pursuant to this [Section 13] shall, to the extent possible, result in the employees subject to such rules having substantially the same rights as other Participants in the Plan.

Special Election Rules. The Committee may permit # Participants to elect to have their Accounts allocated among available Reference Investment Funds in increments greater or lesser than 5 percent, # more options of Reference Investment Funds, # other election filing dates, and/or # any other variations as it considers proper, under regulations adopted by the Committee and published to Participants.

Satisfying ADP safe harbor. The provisions of this Subsection apply for purposes of satisfying the "ADP test safe harbor." # The "ADP test safe harbor contribution" is the contribution, elected by the Employer in the 401(k) ADP Test Safe Harbor

If the Employer eliminates a matching contribution that is not an "ADP test safe harbor contribution," then the "ADP test safe harbor" provisions of this Section continue to apply (i.e., the provisions relating to the ADP test described in [Section 12.4] and in Code §401(k)(3) do not apply for such Plan Year to the group of Participants subject to the "ADP test safe harbor" provisions).

Qualified Nonelective Contributions and Qualified Matching Contributions cannot be taken into account to determine the ADP to the extent such contributions are taken into account for purposes of satisfying any other ADP test, any ACP test, or the requirements

Application of ACP test. The Plan is required to satisfy the ACP test of Code §401(m)(2), using the current year testing method, if the Plan permits after-tax voluntary Employee contributions or if matching contributions that do not satisfy the "ACP test safe harbor" may be made to the Plan. In such event, only "ADP test safe harbor contributions" or "ACP test safe harbor contributi ons" that exceed the amount needed to satisfy the "ADP test safe harbor" or "ACP test safe harbor" (if t he Employer has elected to use the

When the current year testing method is used, qualified nonelective contributions may be taken into account as elective deferrals only to the extent needed to meet the ADP test. Further, qualified matching contributions may be taken into account only to the extent such contributions are not needed to meet the average deferral percentage test unless it is the intention of the plan administrator to test all qualified nonelective and matching contributions under the ADP test.