CENTEX CORPORATION SAVING FOR RETIREMENT PLAN (As Amended and Restated Effective January 1, 2009)

Exhibit 4.6

CENTEX CORPORATION SAVING FOR RETIREMENT PLAN

(As Amended and Restated Effective January 1, 2009)

I N D E X

CENTEX CORPORATION SAVING FOR RETIREMENT PLAN

(As Amended and Restated Effective January 1, 2009)

RECITALS

          WHEREAS, Centex Corporation (the “Company”), to aid eligible employees accumulate capital for their future economic security, previously established and maintains the Profit Sharing and Retirement Plan of Centex Corporation, as amended and restated effective as of January 1, 2001, and subsequently amended thereafter (the “Plan”). The Plan is intended to constitute a qualified profit sharing plan that includes a cash or deferred arrangement, within the meaning of Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).

          WHEREAS, the Plan was timely amended to comply with (i) the applicable provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001, (ii) the final regulations issued under Section 401(k) and 401(m) of the Code and (iii) other interim amendments.

          WHEREAS, effective as of January 1, 2008, the Company authorized the amendment and restatement of the Plan in order to (i) incorporate all prior amendments, (ii) reflect the final regulations under Section 415 of the Code, (iii) add an eligible automatic contribution arrangement under Section 414(w) of the Code; (iv) to make certain other administrative design and law changes, and (iii) rename the Plan the Centex Corporation Saving for Retirement Plan.

          WHEREAS, effective as of January 1, 2009, the Administrative Committee, pursuant to its authority under the Plan, authorized the amendment and restatement of the Plan solely in order to (i) adopt applicable changes required under the Pension Protection Act of 2006 to maintain the Plan’s qualified status and (ii) incorporate all prior amendments to the Plan.

          WHEREAS, the Plan and underlying trust are intended to meet the requirements of Internal Revenue Code Sections 401(a), 401(k) and 501(a) and the Employee Retirement Income Security Act of 1974, as either may be amended from time to time, and the provisions of the Plan shall apply to a Participant who continues his Service (as herein defined) after January 1, 2009 and, except as otherwise expressly set forth herein, the rights and benefits, if any, of a Participant who terminated his Service prior to January 1, 2009, shall be determined under the provisions of the Plan in effect on the date his Service terminated.

          NOW, THEREFORE, the Plan is hereby amended, restated and continued in the form of this Plan, effective as of January 1, 2009, except as otherwise provided herein, to read as follows:

ARTICLE I

DEFINITIONS

          As used in the Plan, the following words and phrases shall have the following meanings unless the context clearly requires a different meaning:

           Account .  Any of the accounts or subaccounts maintained for a Participant pursuant to Section 5.1, or all such accounts and subacccounts collectively, as the context requires.

           Affiliate .  A corporation or other trade or business which is not an Employer under the Plan but which, together with the Company, is “under common control” within the meaning of Code Section 414(b) or (c); any organization (whether or not incorporated) which together with the Company, is a member of an “affiliated service group” within the meaning of Code Section 414(m); and any other entity required to be aggregated with the Company pursuant to regulations under Code Section 414(o).

           After-Tax Contribution .  An after-tax amount contributed to the Trust Fund by a Participant from his Compensation pursuant to Section 4.4.

           After-Tax Contribution Account .  An Account maintained for a Participant to record his After-Tax Contributions to the Plan and adjustments relating thereto.

           Beneficiary .  A Participant’s surviving spouse, or if no surviving spouse exists or if a qualified election has been made pursuant to Section 3.8, such other natural person or persons, or the trustee of an inter vivos trust for the benefit of natural persons, entitled to benefits hereunder following a Participant’s death.

           Board .  The board of directors of the Company.

           Break in Service .  Any Plan Year during which an Employee or Participant does not complete more than 500 Hours of Service with all the Employers and Affiliates, determined as of the end of the Plan Year.

           Catch-Up Contribution . A Pre-Tax Contribution made pursuant to Section 4.1 in accordance with, and subject to the limitations of, Code Section 414(v).

           Code .  The Internal Revenue Code of 1986, as amended from time to time.

           Committee .  The Administrative Committee as described in Section 2.2 and, in regard to any provision of the Plan under which an agent has been appointed by the Administrative Committee pursuant to Article II to administer such provision of the Plan, such agent. Where applicable, “Committee” shall include any designee thereof.

           Company .  Centex Corporation, a Nevada corporation, and its successors.

           Company Stock .  The common stock of the Company.

           Company Stock Fund .  The investment fund established to hold and invest in shares of Company Stock.

           Compensation .  All salaries and wages that are paid for personal services rendered in the course of employment with the Employer, including, but not limited to, commissions paid to salespeople, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses or other special pay payable in cash, and including foreign earned income (other than foreign service premium hardship allowance or non-incentive types of payments for foreign employment), any amounts that would otherwise be included in Compensation but which are deferred pursuant to a Participant’s election under a deferred compensation plan sponsored by an Employer, and any amounts by which his normal remuneration is reduced pursuant to a voluntary salary reduction plan qualified under Section 125 of the Code, by the amount of any qualified transportation fringe benefit under Section 132(f)(4) of the Code or cash or deferred arrangement under Section 401(k) of the Code, but excluding amounts realized from the exercise of a non-qualified stock option, or amounts realized from the sale, exchange or other distribution of stock under an incentive stock option, and other amounts that receive special tax benefits, and awards, prizes, employer or employee discounts, reimbursements or advances for travel, automobile allowances, or any other expense incurred, and any form of insurance, including, but not limited to, life, health, accident or disability, provided by the Employer; provided, however , that:

     (a) For purposes of (1) Pre-Tax Contributions, (2) After-Tax Contributions, and (3) Employer Matching Contributions, a Participant’s Compensation shall also include any year-end bonus, contractual bonus, bonus by formula, and discretionary bonus or discretionary commission; and

     (b) For purposes of Employer Profit Sharing Contributions, a Participant’s Compensation shall exclude any year-end bonus, contractual bonus, bonus by formula, and discretionary bonus or discretionary commission.

For purposes of determining contributions or allocations under the Plan, (i) Compensation shall only include those amounts paid through the end of the payroll period immediately following termination of employment, and (ii) Compensation attributable to periods during a Plan Year in which the Employee was not an Eligible Employee shall not be taken into account. Compensation taken into account under the Plan for any Plan Year shall not exceed the limitation amount provided in Code Section 401(a)(17), as adjusted for cost-of-living increases pursuant to Code Section 401(a)(17)(B), but shall not be limited to the earliest payments made to or on behalf of a Participant with respect to a Plan Year. If an Employee is employed by more than one Employer, his Compensation shall be the aggregate compensation received from the Employers.

           Contribution .  Any amount contributed to the Trust Fund pursuant to the provisions of the Plan by an Employer or by a Participant in the form of an After-Tax Contribution, Pre-Tax Contribution, Employer Matching Contribution or Employer Profit Sharing Contribution.

           Default Investment Fund . An Investment Fund or Funds, specified by the Committee from time to time, that satisfies the requirements of a “qualified default investment alternative” under the regulations and other guidance issued by the Department of Labor under ERISA Sections 404(c) and 514(e).

           Early Retirement Date .  The date an Employee has attained age 55 and completed at least 15 Years of Service.

           Effective Date .  January 1, 2009, except (i) as otherwise provided in specific provisions of the Plan and (ii) that provisions of the Plan required to have an earlier effective date by application of statute and/or regulation shall be effective as of the required effective date in such statute and/or regulation.

           Eligible Employee .  An Employee who is compensated by his Employer (a) on an hourly-rated basis, (b) in fixed amounts at regular intervals without regard to the number of hours worked (that is, he is compensated on a basis other than an hourly-rated basis), or (c) on the basis of commissions.

Notwithstanding anything herein to the contrary, the term “Eligible Employee” excludes any person (i) who performs services for an Employer pursuant to an arrangement wherein the person is designated, compensated or otherwise classified or treated by the Employer as a consultant, independent contractor or leased employee, (ii) who is a Leased Employee, (iii) who is a non-resident alien without U.S. source income, or (iv) whose employment is covered by a collective bargaining agreement.

           Employee .  Any person who receives remuneration from the Company, an Employer or an Affiliate for personal services (or would be receiving remuneration if not on a Leave of Absence), including Leased Employees.

           Employer .  The Company and any organization that has adopted the Plan pursuant to the provisions of Article X, and the successors, if any, to such organization.

           Employer Contribution Account .  A Participant’s Employer Profit Sharing Contribution Account and/or Employer Matching Contribution Account, as applicable.

           Employer Matching Contribution .  An amount contributed to the Trust Fund by the Employer pursuant to Section 4.2.

           Employer Matching Contribution Account .  An Account maintained for a Participant to record his Employer Matching Contributions and adjustments relating thereto.

           Employer Profit Sharing Account .  An Account maintained for a Participant to record his Employer Profit Sharing Contributions and adjustments relating thereto.

           Employer Profit Sharing Contribution .  An amount contributed to the Trust Fund by the Employer pursuant to Section 4.3.

           Employment Commencement Date . The date upon which an Employee first performs an Hour of Service for the Employer.

           Entry Date .  The first day of the month following 12 continuous months of Service for purposes of Employer Profit Sharing Contributions.

           ERISA .  The Employee Retirement Income Security Act of 1974, as amended from time to time.

           Fiduciary .  The Committee, the Trustee, and any other person designated as a Fiduciary with respect to the Plan or the Trust Agreement, but only with respect to the specific responsibilities of each as described in Article II.

           Forfeiture .  The portion of a Participant’s Employer Matching Contribution Account and/or Employer Profit Sharing Account that is forfeited because of termination of Service before full vesting pursuant to Article VII.

           Hour of Service .  Each hour for which an Employee or Participant is either directly or indirectly paid or entitled to payment by the Employer or an Affiliate for the performance of duties or for reasons (such as vacation, holiday, sickness, incapacity, temporary layoff, jury duty, military duty, or Leave of Absence) other than for the performance of duties (irrespective of whether the employment relationship has terminated), and each hour for which back pay, irrespective of mitigation of damages, has been awarded to the Employee or Participant or agreed to by the Employer. In the case of Employees or Participants whose compensation is determined on an hourly basis, such Employees or Participants shall be credited with Hours of Service on the basis of Hours of Service they actually become entitled to under this Section. All other Employees or Participants shall be credited with Hours of Service as follows: (1) an Employee or Participant who is paid on a daily basis shall be credited with 10 Hours of Service for each day he performs an Hour of Service for the Employer or an Affiliate; (2) an Employee or Participant who is paid on a weekly basis shall be credited with 45 Hours of Service for each week he performs an Hour of Service for the Employer or an Affiliate; (3) an Employee or Participant who is paid on a semi-monthly basis shall be credited with 95 Hours of Service for each semi-monthly period in which he performs an Hour of Service for the Employer or an Affiliate; and (4) an Employee or Participant who is paid on a monthly basis shall be credited with 190 Hours of Service for each month he performs an Hour of Service for the Employer or an Affiliate. Hour of Service also includes any hour of service performed for an Affiliate that would be an Hour of Service under this Section if performed for or creditable with respect to the Employer.

          The number of Hours of Service to be credited to an Employee or Participant who is entitled to payment for a period during which the Employee or Participant did not perform any duties shall be determined in accordance with Section 2530.200b-2(b) of the Department of Labor Regulations and this Section. An Employee or Participant shall not be credited with more than 501 Hours of Service during any computation period for any single, continuous period during which the Employee or Participant performs no duties. The Committee shall credit Hours of Service with respect to any Employee or Participant in the following manner:

     (i) Hours of Service for which an Employee or Participant is either directly or indirectly paid or entitled to payment by the Employer for the performance of duties shall be credited for the Plan Year in which the Employee performs the duties; and

     (ii) Hours of Service for which an Employee or Participant is either directly or indirectly paid or entitled to payment by the Employer for reasons (such as vacation, holiday, sickness, incapacity, temporary layoff, jury duty, military duty, or Leave of Absence) other than for the performance of duties shall be credited as follows:

     A. If payment for such Hours of Service is calculated on the basis of units of time (such as hours, days, weeks, or months), such Hours of Service shall be credited to the Plan Year(s) in which the period during which no duties are performed occurs, beginning with the first unit of time to which the payment relates; and

     B. If payment for such Hours of Service is not calculated on the basis of units of time, such Hours of Service shall be credited to the Plan Year in which the period during which no duties are performed occurs, or, if the period during which no duties are performed extends beyond one Plan Year, such Hours of Service shall be allocated between not more than the first 2 Plan Years on any reasonable basis which is consistently applied; and

     C. An Employee or Participant shall not be credited with Hours of Service for a period during which the Employee does not perform any duties and is entitled to payment solely because of compliance with applicable workers’ compensation, unemployment compensation, or disability insurance laws; and

     (iii) Hours of Service for which back pay has been awarded to an Employee or Participant or agreed to by the Employer shall be credited for the Plan Year(s) in which the award or the agreement pertains rather than for the Plan Year in which the award, agreement, or payment is made.

          The Committee shall credit Hours of Service under only one of the immediately preceding paragraphs. Furthermore, if the Committee is to credit Hours of Service to an Employee or Participant for the initial 12 month period commencing with the Employee’s or Participant’s Employment Commencement Date, then that 12 month period shall be substituted for the term “Plan Year” wherever the latter term appears in this Section.

          For purposes of determining whether an Employee or Participant has incurred a Break in Service under the Plan with respect to a termination of Service occurring prior to the Effective Date, a Break in Service shall be determined in accordance with the “break in service” provisions of the Prior Plan.

          For purposes of determining whether an Employee or Participant has incurred a Break in Service under the Plan with respect to a termination of Service occurring on or after the Effective Date, an Employee or Participant shall be credited with 8 hours for each day (to a maximum of 40 hours per week) that the Employee or Participant is on any unpaid Leave of Absence. In no event shall hours credited under the preceding sentence be counted as Hours of

Service for purposes of computing a Participant’s vesting percentage under Article VII attributable to Employer contributions or for purposes of determining whether a Participant is eligible to share in the allocation of Employer Contributions and Forfeitures under Article V. An Employee or Participant on “Parental Absence” shall be treated as an Employee or Participant on an unpaid Leave of Absence for purposes of the first sentence of this paragraph; provided, however , that Hours of Service credited to an Employee or Participant as a result of a Parental Absence shall be credited only in the year in which such Parental Absence commences if the Employee or Participant would incur a Break in Service during such year without being credited with Hours of Service for such Parental Absence. If the Employee or Participant would not incur a Break in Service during such year, then the Hours of Service shall be credited for the year immediately following the year in which the Parental Absence commences. For purposes of the immediately preceding sentence, the term “year” shall mean the periods of computation used hereunder to determine an Employee’s or Participant’s Years of Service for purposes of eligibility and Years of Vesting Service for purposes of vesting. For purposes of this paragraph, the term “Parental Absence” shall mean an absence (i) by reason of the pregnancy of the Employee or Participant, (ii) by reason of the birth of a child of the Employee or Participant, (iii) by reason of the placement of a child with the Employee or Participant in connection with the adoption of such child by such Employee or Participant or (iv) for purposes of caring for such child for a period beginning immediately following such birth or placement. In order for the absence of a Participant or an Employee to qualify as a Parental Absence, the Employee or Participant must furnish the Committee in a timely manner, with such information and documentation as the Committee shall reasonably require to establish that the absence from work is for the reasons referred to above and the number of days for which there was such absence. The Hours of Service to be credited in connection with such Parental Absence shall be the Hours of Service that would otherwise have been credited to the Employee or Participant but for such absence or, in any case in which the Committee is unable to determine the number of Hours of Service that would otherwise have been credited to such Employee or Participant, 8 Hours of Service per day of absence, provided that the total number of hours so treated as Hours of Service for any period of Parental Absence shall not exceed 501 Hours of Service.

          The Committee shall resolve any ambiguity with respect to the crediting of an Hour of Service in favor of the Employee.

           Income of the Trust Fund .  The net gain or loss of the Trust Fund from investments, as reflected by interest payments, dividends, realized and unrealized gains and losses on securities and other investment transactions and expenses paid from the Trust Fund.

           Investment Fund .  One or more investment alternatives designated by the Committee pursuant to the Plan and Trust Agreement as alternatives in which Participants may elect to invest their Accounts, subject to the provisions and restrictions in Article IX. The foregoing notwithstanding, the term “Investment Fund” shall not include, or refer to, the Company Stock Fund.

           Leased Employee .  Each person who is not an employee of the Employer or an Affiliate but who performs services for the Employer or an Affiliate pursuant to a leasing agreement (oral or written) between the Employer or an Affiliate and any leasing organization, provided that such person has performed such services for the Employer or an Affiliate or for

related persons (within the meaning of Section 144(a)(3) of the Code) on a substantially full time basis for a period of at least one year and such services are performed under primary direction or control by the Employer or an Affiliate. The term “Leased Employee” shall also include any individual who is deemed to be an employee of the Employer under Section 414(o) of the Code. Notwithstanding the preceding sentences, the term “Leased Employee” shall not include individuals described in Section 414(n)(5) of the Code.

           Leave of Absence .  Any leave of absence required by law or granted by an Employer on account of service in military or governmental branches described in any applicable statute granting reemployment rights to employees who entered such branches, or any other military or governmental branch designated by the Employer; or any other authorized absence from active employment with an Employer including, but not limited to, vacations, illness, temporary layoff, temporary disability, or other absence for good cause which is not treated by the Employer as a termination of employment. If an Employee or Participant does not return to work with an Employer (or an Affiliate which is not an Employer) on or before termination of a Leave of Absence, he will be considered to have terminated Service on the date his Leave of Absence expires, unless he actually terminated Service before the expiration of his Leave of Absence.

           Normal Retirement Date .  The date of the 65th birthday of a Participant.

           Participant .  An Eligible Employee who, pursuant to the provisions of Article III, has met the eligibility requirements for participation in the Plan and is participating in the Plan.

           Plan .  The Centex Corporation Saving for Retirement Plan (formerly known as the Profit Sharing and Retirement Plan of Centex Corporation), set forth herein, and as hereafter amended from time to time.

           Plan Year .  The 12-month period commencing on January 1 and ending on December 31.

           Pre-Tax Contribution .  An amount contributed to the Trust Fund pursuant to the Participant’s deferral election by the Employer in accordance with Section 4.1.

           Pre-Tax Contribution Account .  An Account maintained for a Participant to record his Pre-Tax Contributions (including Catch-Up Contributions) to the Plan and adjustments relating thereto.

           Prior Plan .  The Profit Sharing and Retirement Plan of Centex Corporation, as amended and restated effective January 1, 2008 and as thereafter amended and in effect on December 31, 2008.

           Required Commencement Date .  The April 1st of the calendar year following the calendar year in which the Participant attains age 70 ¹ / 2 or, if later in the case of a Participant who is not a 5% owner (as defined in Section 416(i) of the Code) in the year in which he attains age 70 ¹ / 2 , the April 1 first following the calendar year in which the Participant retires.

           Rollover Account .  An Account maintained for a Participant to record his Rollover Amount and adjustments relating thereto.

           Rollover Amount .  One or more distributions to an Employee of all or any portion of the pre-tax balance to the credit of an Employee in a qualified defined contribution plan or qualified defined benefit plan as described in Section 401(a) of the Code that meet the requirements of Eligible Rollover Distributions as defined in Section 8.5 of the Plan that is contributed to the Trust Fund, subject to the conditions and limits in Section 4.11 of the Plan.

           Service .  An Employee’s or Participant’s period of employment, including any period the Employee is on Leave of Absence, with an Employer or Affiliate as determined in accordance with Article III. A “Year of Service” shall have the meaning set forth in Article III.

           Trust Agreement .  The Trust Agreement provided for in Article IX, as amended from time to time.

           Trust Fund .  The Investment Funds and Company Stock Fund held by the Trustee under the trust pursuant to the Trust Agreement, together with all income, profits or increments thereon.

           Trustee .  The trustee under the Trust Agreement.

           Valuation Date .  Any date on which the United States financial markets are open and any date on which the value of the assets of the Trust Fund is determined by the Trustee pursuant to Section 5.4.

           Vesting Service .  The period of a Participant’s Service considered in the determination of his vesting percentage for benefits under the Plan as determined in accordance with Article III. A “Year of Vesting Service” shall have the meaning set forth in Article III.

          Words used in the Plan and in the Trust Agreement in the singular shall include the plural and in the plural the singular, and the gender of words used shall be construed to include whichever may be appropriate under any particular circumstances of the masculine, feminine or neuter genders.

ARTICLE II

ADMINISTRATION OF THE PLAN

     2.1 Allocation of Responsibility Among Fiduciaries for Plan and Trust Administration .  The Board, the Committee and the Trustee (hereinafter collectively referred to as the “Fiduciaries”) shall have only those specific powers, duties, responsibilities and obligations as are specifically given them under the Plan or the Trust Agreement. The Board, in its capacity as a Fiduciary, shall have the sole responsibility to appoint and remove the Trustee. The Committee, in its capacity as a Fiduciary, shall have the sole responsibility (i) to establish and carry out the investment policy and method of the Plan insofar as such investment policy and method involves the investment of Plan assets, to appoint and remove any investment manager which may be provided for under the Trust Agreement and to monitor the performance of the Trustee and any such investment manager, which responsibilities are specifically described in the Trust Agreement; and (ii) to administer the Plan, which responsibilities are more specifically described in the Plan and the Trust Agreement. The Trustee, in its capacity as a Fiduciary, shall have the sole responsibility for the administration of the Trust Fund and shall have exclusive authority and discretion to manage and control the Trust Fund, except to the extent that the authority to manage, acquire and dispose of assets of the Trust Fund is delegated to an investment manager, all as more specifically provided in the Trust Agreement. Neither the Board nor any committee of the Board shall have any discretionary authority, control or responsibility with respect to the administration or management of the Plan or the disposition of the Plan’s assets. Each Fiduciary warrants that any directions given, information furnished, or action taken by it shall be in accordance with the provisions of the Plan or the Trust Agreement, as the case may be, authorizing or providing for such direction, information or action. Furthermore, each Fiduciary may rely upon any such direction, information or action of another Fiduciary as being proper under the Plan or the Trust Agreement, and is not required under the Plan or the Trust Agreement to inquire into the propriety of any such direction, information or action. It is intended under the Plan and the Trust Agreement that each Fiduciary shall be responsible for the proper exercise of its own powers, duties, responsibilities and obligations under the Plan and the Trust Agreement and shall not be responsible for any act or failure to act of another Fiduciary. No Fiduciary guarantees the Trust Fund in any manner against investment loss or depreciation in asset value.

     2.2 The Committee .  The Plan shall be administered by the Administrative Committee (the “Committee”), which members shall consist of (a) the Director of Employee Services (or, if there is no Director of Employee Services, then such person as the Senior Vice President — Human Resources of the Company has directed to perform such functions), who shall serve as the Chairperson of the Committee, and (b) as designated by the Chairperson, (i) a Senior Manager or Vice President of Finance, (ii) a Centex Financial Services/Centex Mortgage Title & Insurance Group representative, (iii) a Director or Vice President of Human Resources, and (iv) one or more Centex Homes division presidents or managers, subject in each case to acceptance of such designation. The Committee shall serve in the capacity of the “plan administrator” within the meaning of Section 404 of ERISA and which shall be a “named fiduciary” for purposes of ERISA. The members of the Committee shall not receive compensation with respect to their services for the Committee. All usual and reasonable expenses of the Committee may be paid in whole or in part by the Company, and any expenses not paid by the Company shall be

paid by the Trustee out of the Trust Fund. The Company shall pay the premiums on any bond secured for the performance of the duties of the Committee members described hereunder. The Company shall be entitled to reimbursement by other Employers for their proportionate shares of any such costs paid in whole or in part by the Company.

     2.3 Records and Reports .  The Committee shall exercise such authority and responsibility as it deems appropriate in order to comply with ERISA and any governmental regulations issued thereunder relating to records of Participants’ Service, Account balances, the percentage of such Account balances which are non-forfeitable under the Plan, and notifications to Participants. The Committee shall file or cause to be filed with the appropriate office of the Internal Revenue Service and the Department of Labor all reports, returns, notices and other information required of plan administrators under ERISA, including, but not limited to, the summary plan description, annual reports and amendments thereof. The Committee shall make available to Participants and their Beneficiaries for examination, during business hours, such records of the Plan as pertain to the examining person and such documents relating to the Plan as are required by ERISA.

     2.4 Other Committee Powers and Duties .  The Committee shall have such powers as may be necessary to discharge its duties hereunder, including, but not by way of limitation, the following powers and duties:

     (a) To construe and interpret the Plan, decide all questions of eligibility and determine the amount, manner and time of payment of any benefits hereunder;

     (b) To prescribe procedures to be followed by Participants or Beneficiaries filing applications for benefits;

     (c) To receive from the Employers and from Employees such information as shall be necessary for the proper administration of the Plan;

     (d) To prepare and distribute, in such manner as the Committee determines to be appropriate, information explaining the Plan;

     (e) To furnish the Employers, upon request, such annual reports with respect to the administration of the Plan as are reasonable and appropriate;

     (f) To give written directions to the Trustee, on behalf of Participants, as to the investment and reinvestment of the Trust Fund;

     (g) To receive and review reports of the financial condition, and of the receipts and disbursements, of the Trust Fund from the Trustee and any investment manager;

     (h) To appoint or employ individuals to assist in the administration of the Plan and any other agents it deems advisable, including legal and actuarial counsel;

     (i) To interpret and construe all terms, provisions, conditions and limitations of the Plan and to reconcile any inconsistency or supply any omitted detail that may

appear in the Plan in such manner and to such extent, consistent with the general terms of the Plan; and

     (j) In the event of any share split, share dividend or combination of outstanding shares of Company Stock, to determine the appropriate allocation of shares of Company Stock to the portion of the Accounts maintained for Participants that are invested in the Company Stock Fund and to determine the appropriate number of shares distributable to a Participant under Section 6.5 hereof immediately following such share split, share dividend or combination so as to effectuate the intent and purpose of the Plan; provided, however , that the Committee shall not be authorized or otherwise able to (i) amend, modify, restrict, suspend or limit investment in, or terminate, the Company Stock Fund or (ii) amend, modify or terminate any provision of the Plan or Trust related to the administration or availability for investment of the Company Stock Fund.

Except as otherwise provided in Article X, the Committee shall have no power to add to, subtract from or modify any of the terms of the Plan, nor to change or add to any benefits provided by the Plan, nor to waive or fail to apply any requirements of eligibility for a benefit under the Plan. Notwithstanding the foregoing limitations on the Committee’s powers, the Board shall nonetheless have said powers as provided in Article X.

     2.5 Rules and Decisions .  The Committee may adopt such rules for the administration of the Plan as it deems necessary, desirable or appropriate. All rules and decisions of the Committee shall be uniformly and consistently applied to all Employees in similar circumstances. The judgment of the Committee and each member thereof on any question arising hereunder shall be binding, final and conclusive on all parties concerned. When making a determination or calculation, the Committee shall be entitled to rely upon information furnished by a Participant or Beneficiary, the Employer, the legal counsel of the Employer or the Trustee.

     2.6 Committee Procedure .  The Committee may act at a meeting or in writing without a meeting. The Committee shall appoint a secretary, who may or may not be a member of the Committee, and shall advise the Trustee of such actions in writing. The secretary of the Committee shall keep a record of all meetings and forward all necessary communications to the Employer or the Trustee. The Committee may adopt such bylaws and regulations as it deems desirable for the conduct of its affairs. All decisions of the Committee shall be made by the vote of the majority including actions taken in writing without a meeting. A dissenting Committee member who, within a reasonable time after he has knowledge of any action or failure to act by the majority, registers his dissent in writing delivered to the other Committee members, the Employer and the Trustee shall not be responsible for any such action or failure to act. The Committee shall designate one of its members as agent of the Plan and of the Committee for service of legal process at the principal office of the Company.

     2.7 Authorization of Benefit Payments .  Except with respect to loans, as described in Section 6.7, the Committee shall issue directions to the Trustee concerning all benefits which are to be paid from the Trust Fund pursuant to the provisions of the Plan. Alternatively, the Committee, in its sole discretion, may authorize that in-service withdrawals, as further described in Article VI, may be made upon request of the Participant through a voice response system,

internet, intranet or such other manner and procedures prescribed by the Committee. The Committee shall keep on file, in such manner as it may deem convenient or proper, all reports from the Trustee.

     2.8 Payment of Expenses .  Expenses incident to the administration, termination or protection of the Plan and Trust Fund, including, but not limited to, legal, accounting, investment manager and Trustee fees shall be paid by the Trust, except where required by law or regulation to be paid by the Company or where the Company elects to pay such expenses.

     2.9 Application and Forms for Benefits .  The Committee may require an Employee or Participant to complete and file with the Committee an application for a benefit and all other forms approved by the Committee, and to furnish all pertinent information requested by the Committee. The Committee may rely on such information so furnished it, including the Employee’s or Participant’s current mailing address.

     2.10 Committee Liability .  Except to the extent that such liability is created by ERISA, no member of the Committee, or any designee thereof, shall be liable for any act or omission of any other member of the Committee, nor for any act or omission on his own part except for his own gross negligence or willful misconduct, nor for the exercise of any power or discretion in the performance of any duty assumed by him hereunder. The Company shall indemnify and hold harmless each member of the Committee, and any designee thereof, from any and all claims, losses, damages, expenses (including counsel fees approved by the Committee), and liabilities (including any amounts paid in settlement with the Committee’s approval but excluding any excise tax assessed against any member or members of the Committee pursuant to the provisions of Section 4975 of the Code) arising from any act or omission of such member in connection with duties and responsibilities under the Plan, except when the same is judicially determined to be due to the gross negligence or willful misconduct of such member.

     2.11 Statements .  No less frequently than annually, the Committee (or its delegate) shall prepare and deliver to each Participant a statement reflecting as of the Valuation Date provided in the statement:

     (a) Such information applicable to contributions by and for each such Participant and the increase or decrease thereof as a consequence of valuation adjustments; and

     (b) The balance in his Account as of that Valuation Date.

     2.12 Annual Audit .  The Committee shall engage, on behalf of all Participants, an independent Certified Public Accountant who shall conduct an annual examination of any financial statements of the Plan and Trust Fund and of other books and records of the Plan and Trust Fund as the Certified Public Accountant may deem necessary to enable him to form and provide a written opinion as to whether the financial statements and related schedules required to be filed with the Department of Labor or furnished to each Participant are presented fairly and in conformity with generally accepted accounting principles applied on a basis consistent with that of the preceding Plan Year. If, however, the statements required to be submitted as part of the reports to the Department of Labor are prepared by a bank or similar institution or insurance

carrier regulated and supervised and subject to periodic examination by a state or federal agency and if such statements are certified by the preparer as accurate and if such statements are, in fact, made a part of the annual report to the Department of Labor and no such audit is required by ERISA, then the audit required by the foregoing provisions of this Section shall be optional with the Committee.

     2.13 Investment Policy .  The Committee shall, at a meeting duly called for such purpose, establish and maintain an investment policy and method consistent with the objectives of the Plan. The Committee shall meet at least annually to review such investment policy and method. In establishing and reviewing such investment policy and method, the Committee shall endeavor to determine the Plan’s short-term and long-term objectives and financial needs, taking into account the need for liquidity to pay benefits and the need for investment growth.

     2.14 Allocation and Delegation of Committee Responsibilities .  Upon the approval of a majority of the members of the Committee, the Committee may (i) allocate among any of the members of the Committee any of the responsibilities of the Committee under the Plan and Trust Agreement and/or (ii) designate any person, firm or corporation that is not a member of the Committee to carry out any of the responsibilities of the Committee under the Plan and Trust Agreement. Any such allocation or designation shall be made pursuant to a written instrument executed by a majority of the members of the Committee.

ARTICLE III

PARTICIPATION AND SERVICE

     3.1 Eligibility for Participation .  Each Eligible Employee who was a Participant in the Prior Plan immediately preceding the Effective Date, shall continue as an active Participant in the Plan if he is employed by the Employer as of the Effective Date. Each other Employee who is an Eligible Employee shall become eligible to participate in the Plan for purposes of Pre-Tax Contributions under Section 4.1, Employer Matching Contributions under Section 4.2, and After-Tax Contributions under Section 4.4, and for purposes of allocating such contributions pursuant to Section 5.2, on his Employment Commencement Date. Each Eligible Employee who was not a Participant in the Plan as of the Effective Date or who was a Participant but had not completed one Year of Service, shall become a Participant in the Plan for purposes of receiving Employer Profit Sharing Contributions pursuant to Section 4.3, and for purposes of allocating such contributions pursuant to Section 5.2, on the applicable Entry Date coinciding with or next following the date the Employee completes one Year of Service.

     3.2 Notification of Eligible Employees .  The Committee, which shall be the sole judge of the eligibility of an Employee to participate under the Plan, shall notify each Employee of his initial eligibility to participate in the Plan pursuant to its terms.

     3.3 Applications by Employees .  An Eligible Employee who desires to make Pre-Tax Contributions and/or After-Tax Contributions to the Plan shall, in the form and manner prescribed by the Committee, (i) elect to make and designate the amount of his Pre-Tax Contributions and/or After-Tax Contributions to the Plan, (ii) elect the Investment Funds and/or Company Stock Fund pursuant to Section 9.3 in which to invest the amounts in his Accounts under the Plan, (iii) authorize payroll deductions for his Pre-Tax Contributions and/or After-Tax Contributions, and (iv) provide any other information the Committee considers necessary or desirable to administer the Plan. The foregoing notwithstanding, if an Eligible Employee fails to timely make an affirmative election whether or not to participate in the Plan, Pre-Tax Contributions shall automatically be contributed to the Plan from his Compensation pursuant to the Eligible Automatic Contribution Arrangement in Section 4.1(b).

     3.4 Years of Service for Participation .  For purposes of determining an Employee’s Service for eligibility to participate in the Plan, an Employee shall (i) with respect to periods of time prior to the Effective Date, be given credit for a Year of Service for each “year of service” with which he was credited pursuant to the Prior Plan, and (ii) with respect to periods of time on or after the Effective Date, be given credit for a Year of Service if he:

     (a) Completes not less than 1,000 Hours of Service within the 12 consecutive month period beginning with his Employment Commencement Date; and

     (b) Remains employed during that entire 12 month period.

In addition, an Employee shall be given credit for a Year of Service for each Plan Year, commencing with the Plan Year that includes the first anniversary date of his Employment Commencement Date, during which he completes not less than 1,000 Hours of Service.

          In the case of an Employee who separates from Service and then resumes Service, but not as a Re-Employed Employee (as defined below), after his number of consecutive Breaks in Service equals or exceeds the greater of 5 or his Years of Service, his Years of Service, defined herein, prior to his resumption of employment shall be disregarded. For purposes of this Section, in the case of such an Employee, his Employment Commencement Date shall mean the date on which the Employee first performs an Hour of Service for the Employer following the close of the last Plan Year in which the Employee incurred a Break in Service.

          In the case of an Employee who separates from Service and then resumes Service as a Re-Employed Employee, such Re-Employed Employee shall re-enter the Plan as a Participant on the later of:

          (x) The day he performs his first Hour of Service as a result of his resumption of Service; or

          (y) The date his participation would have commenced had there been no separation from Service unless he separates from Service subsequent to his resumption of Service, but before such date.

For purposes of the Plan, a Re-Employed Employee shall mean an Employee who separated from Service with the Employer or an Affiliate (1) with a vested interest in Employer Contributions under the Plan or employee contributions under any other defined contribution plan maintained by the Company or an Affiliate (“Related Plan”), or (2) without a vested interest in Employer Contributions under the Plan or employer contributions under a Related Plan but who resumes Service before his number of consecutive Breaks in Service equals or exceeds the greater of 5 or his number of Years of Service (as defined in this Section).

          Any other Employee whose Service terminates and who is subsequently re-employed and resumes Service shall commence participation in accordance with the provisions of Section 3.1.

     3.5 Years of Vesting Service .  For purposes of determining an Employee’s vesting under Section 7.5, an Employee shall (i) with respect to periods of time prior to the Effective Date, be credited with a Year of Vesting Service for each “year of service” with which he was credited for vesting purposes pursuant to the Prior Plan, and (ii) with respect to periods of time on and after the Effective Date, be given credit for a Year of Vesting Service for any Plan Year during which he is continuously employed by the Employer or during which the Employee completes not less than 1,000 Hours of Service.

          In the case of an Employee who separates from Service and who then resumes Service with the Employer, but is not a Re-Employed Employee (as defined in Section 3.4), except that the reference to Years of Service shall mean Years of Vesting Service as defined in this Section, Years of Vesting Service prior to his resumption of Service shall be disregarded. If a Participant incurs 5 consecutive Breaks in Service, Vesting Service after such Breaks in Service shall not increase the Participant’s vested percentage in his Account balance attributable to Employer contributions that were made prior to such 5 consecutive Breaks in Service.

     3.6 Transferred Participants .  If a Participant is transferred to an Affiliate, or to an employment classification with an Employer which is not covered by the Plan, his participation shall be suspended until he is subsequently re-employed by an Employer in an employment classification covered by the Plan; provided, however , that during such suspension period (i) such Participant shall be credited with Service in accordance with Section 3.4 and 3.5, (ii) he shall not be entitled or required to make contributions under Section 4.1 or 4.4, (iii) his Employer Matching Contribution Account and Employer Profit Sharing Account shall receive no Employer Contribution allocations except to the extent provided in Sections 4.2, 4.3 and 5.2 and (iv) his Account shall continue to share proportionately in Income of the Trust Fund as provided in Article V. If an Employee is transferred from an employment classification with an Employer that is not covered by the Plan to an employment classification that is so covered, or from an Affiliate to an employment classification with an Employer that is so covered, his period of Service prior to the date of transfer shall be considered for purposes of determining his eligibility to become a Participant under Section 3.1 and for purposes of vesting under Section 7.5.

          In the event an employee of a domestic Affiliate is transferred to employment with an Employer in an employment classification covered by the Plan and such Affiliate provides a thrift, savings or profit-sharing plan of like nature and intent as the Plan in which the Employee was a participant immediately preceding his transfer, such employee’s account balance in a domestic Affiliate’s defined contribution plan qualified under Section 401(a) of the Code, determined on the Valuation Date coincident with or next following the date of the employee’s transfer, may, subject to the approval and in the sole discretion of the Committee, be transferred to the Trust Fund held under the Plan and allocated among the Investment Funds and the Company Stock Fund, as applicable, in accordance with the provisions of Section 9.3; provided, however , that such plan otherwise permits and approves of such transfer. In the event a Participant under the Plan is transferred to employment with an Affiliate and such Affiliate provides a thrift, savings or profit-sharing plan of like nature and intent as the Plan in which the Participant will be eligible to participate as an employee of such Affiliate, such Participant’s account balances in the Plan, determined as of the Valuation Date coincident with or next following the date of the Participant’s transfer, may, subject to the approval of the plan administrator of the Affiliate’s plan and the Committee, in its sole discretion, be transferred to such plan and allocated between the investment funds held thereunder in accordance with the provisions thereof. For purposes of this paragraph, all references to “Affiliate” shall include employment classifications with an Employer.

     3.7 Beneficiary Upon Death .  Upon the death of a Participant, his Account shall be distributed to the Participant’s surviving spouse, but if there is no surviving spouse, or if the surviving spouse has already consented by a qualified election pursuant to Section 3.8, to the Beneficiary or Beneficiaries designated by the Participant in a written designation filed with his Employer, or if no such designation shall have been so filed, to his estate. No designation of any Beneficiary other than the Participant’s surviving spouse shall be effective unless in writing and received by the Participant’s Employer, and in no event shall it be effective as of a date prior to such receipt. The former spouse of a Participant shall be treated as a surviving spouse to the extent provided under a qualified domestic relations order as described in Section 414(p) of the Code. As soon as possible after an Employee has become a Participant he shall file with the Committee a designation, in the form prescribed by the Committee, of the Beneficiary to receive benefits payable hereunder upon his death. The Participant may at any time change or cancel

any such designation on a form prescribed by the Committee. The last such designation received by the Committee shall be controlling over any testamentary or other disposition; provided, however , that no designation or change or cancellation thereof shall be effective prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If the Committee shall be in doubt as to the right of any Beneficiary designated by a deceased Participant to take the interest of such decedent, the Committee may direct the Trustee to take any action it deems appropriate under the circumstances, including, but not limited to, filing an interpleader action or paying the amount in question to the estate of such Participant, in which event the Trustee, the Employer, the Committee and any other person in any manner connected with the Plan shall have no further liability in respect of the amount so paid.

     3.8 Qualified Election .  The Participant’s spouse may waive the right to receive the Participant’s full vested Account balance. The election to waive the Participant’s full vested Account balance must designate a Beneficiary which may not be changed without spousal consent (or the consent of the spouse must expressly permit designation by the Participant without any requirement of further consent of the spouse). A consent that permits designations by the Participant without any requirement of further consent by the spouse must acknowledge that the spouse has the right to limit consent to a specific beneficiary and that the spouse voluntarily elects to relinquish such right. The waiver must be in writing and the Participant’s spouse must acknowledge the effect of the waiver. The spouse’s consent to a waiver must be witnessed by a Plan representative or a notary public. The Participant may file a waiver without the spouse’s consent if it is established to the satisfaction of the Committee that such written consent may not be obtained because there is no spouse or the spouse cannot be located. Any consent under this Section will be valid only with respect to the spouse who signs the consent. Additionally, a revocation of a prior waiver may be made by a Participant without the consent of the spouse at any time before the distribution of the Account. The number of revocations shall not be limited.

     3.9 Qualified Military Service .  Notwithstanding any provision of the Plan to the contrary, contributions, benefits and service credit with respect to Qualified Military Service will be provided in accordance with Section 414(u) of the Code. Qualified Military Service shall mean any service in the uniformed services, as defined in Chapter 43 of Title 38 of the United States Code, by any individual who is entitled to re-employment rights under such chapter with respect to such service.

ARTICLE IV

CONTRIBUTIONS AND FORFEITURES

     4.1 Pre-Tax Contributions .

     (a) Deferral Elections . Each Eligible Employee who elects to make Pre-Tax Contributions for a Plan Year may defer each payroll period a portion of his Compensation in whole percentages of between (a) 1% and (b) 100% or such lesser percentage designated by the Committee of his Compensation and, unless otherwise provided by the Committee, an additional deferral from the last pay check of any calendar quarter; provided, however , that his total Pre-Tax Contributions under this Section for any Plan Year shall not exceed (i) 100% or such lesser percentage designated by the Committee of a Participant’s Compensation for the Plan Year or (ii) the annual limit under Code Section 402(g) for the Plan Year (as adjusted by the Secretary of the Treasury to reflect increases in the cost of living), except, to the extent permitted under this Section with respect to Catch-Up Contributions.

     Notwithstanding the foregoing paragraph of this Section, each Eligible Employee who may elect to make Pre-Tax Contributions under this Section and who has attained age 50 before the close of the Plan Year shall be eligible to elect to make Catch-Up Contributions, in the form and manner prescribed by the Committee. Catch-Up Contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Code Sections 402(g) and 415. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code Sections 401(k)(3), 410(b) or 416, as applicable, by reason of the making of such Catch-Up Contributions.

     Each Participant’s Pre-Tax Contribution shall be contributed to the Trust Fund by the Employer. Each such election shall be made pursuant to the provisions of Section 3.3 and shall continue in effect during subsequent Plan Years unless the Participant shall notify the Committee in the manner hereinafter provided of his election to change or discontinue his Pre-Tax Contribution rate as provided in Section 4.8. Each Participant’s Pre-Tax Contribution Account shall be fully vested and non-forfeitable at all times.

     In the event a Participant’s Pre-Tax Contributions exceed the applicable limit described in the first paragraph of this Section, or in the event the Participant submits a written claim to the Committee, at the time and in the manner prescribed by the Committee, specifying an amount of Pre-Tax Contributions that will exceed the applicable limit of Section 402(g) of the Code when added to amounts deferred by the Participant in other plans or arrangements, such excess (the “Excess Deferrals”), plus any income and minus any loss attributable thereto for the Plan Year in which the Excess Deferral occurred, shall be returned to the Participant no later than required under the Code and applicable regulations thereunder during the following year. The amount of any Excess Deferrals to be distributed to a Participant for a taxable year shall be reduced by excess Pre-Tax Contributions previously recharacterized or distributed pursuant to Article XIII for the Plan Year beginning in such taxable year. The income or loss

attributable to the Participant’s Excess Deferral for the Plan Year shall be determined by multiplying the income or loss attributable to the Participant’s Pre-Tax Contribution Account balance for the Plan Year (or relevant portion thereof) by a fraction, the numerator of which is the Excess Deferral and the denominator of which is the Participant’s total Pre-Tax Contribution Account balance as of the Valuation Date next preceding the date of return of the Excess Deferral. For these purposes, distribution of an Excess Deferral on or before the 15th day of a calendar month shall be treated as having been made on the last day of the preceding month, and a distribution made thereafter shall be treated as having been made on the first day of the next month. Excess Deferrals shall be treated as Annual Additions under Article V of the Plan.

     (b) Eligible Automatic Contribution Arrangement . Notwithstanding the provisions of Section 4.1(a), an Eligible Employee who is initially employed (or is reemployed) by an Employer on or after the Effective Date (an “Automatic Enrollment Employee”) shall automatically be enrolled in the Plan to make Pre-Tax Contributions effective as soon as administratively practicable beginning 30 days (or such other period (not less than 30 days) prescribed by the Committee) after the Automatic Enrollment Employee has been provided an Automatic Contribution Notice of such enrollment by the Committee, in the form and manner prescribed by the Committee (such period, the “Automatic Contribution Notice Period”). The “Automatic Contribution Notice” is intended to comply with the notice requirements under Code Section 414(w)(4) and any regulations or guidance issued thereunder and the automatic contributions made pursuant to this Section 4.1(b) are intended to meet the requirements of an “Eligible Automatic Contribution Arrangement” under Code Section 414(w).

      Automatic Contribution Percentage . An Automatic Enrollment Employee who is automatically enrolled in the Plan pursuant to this Section 4.1(b) shall be deemed to have elected to defer, as Pre-Tax Contributions to the Trust Fund (“Automatic Contributions”), in an amount equal to the following percentages of his Compensation on a payroll period basis:

     If the Automatic Enrollment Employee has not provided any investment direction pursuant to Section 9.3 of the Plan with respect to his Automatic Contributions, such contributions (and any Employer Matching Contributions made thereon) shall automatically be invested in the Default Investment Fund.

      Election Out of Automatic Enrollment . The foregoing notwithstanding, if an Automatic Enrollment Employee affirmatively elects, in the form and manner prescribed by the Committee, during the Automatic Contribution Notice Period:

then no Automatic Contributions shall be made by such Automatic Enrollment Employee. An Automatic Enrollment Employee who elects not to make Automatic Contributions or elects to cease such contributions to the Plan may elect at any time thereafter to defer a percentage of his Compensation as Pre-Tax Contributions or After-Tax Contributions in accordance with Sections 4.1(a) or 4.4, respectively, in the form and manner prescribed by the Committee for such contributions, provided he is eligible to participate in the Plan pursuant to Section 3.1. Once an Automatic Enrollment Employee’s Automatic Contributions commence, such contributions shall continue in effect until the Automatic Enrollment Employee gives timely notice of his election to cease making the contribution or to make Pre-Tax Contributions at a different percentage of his Compensation as provided in the foregoing paragraph.

      Permissible Withdrawal . An Automatic Enrollment Employee who has Automatic Contributions made under Section 4.1(b) may elect to make a withdrawal of such Automatic Contributions (“Permissible Withdrawal”), provided that such election must be made no later than 90 days after the date that the Automatic Enrollment Employee’s first Automatic Contribution would otherwise have been included in his gross income. The effective date of an Automatic Enrollment Employee’s Permissible Withdrawal election will not be later than the earlier of (i) the pay date for the second payroll period that begins after the date the election is made and (ii) the first pay date that occurs at least 30 days after the election is made. The amount distributed under this paragraph shall be equal to the amount of the Automatic Enrollment Employee’s Automatic Contributions through the effective date of the election, adjusted for allocable gains and losses to the date of distribution, and reduced by any generally applicable fees, if any, provided that any fee charged under this paragraph shall not be higher than a fee that would apply to any other distribution of cash from the Plan.

     The amount of a Permissible Withdrawal (as adjusted under the preceding sentence) shall be included in the Employee’s gross income for the taxable year in which such distribution is made, but shall not be subject to the 10% early withdrawal tax under Code Section 72(t). Any Employer Matching Contributions (adjusted for allocable gains

and losses) made with respect to the Automatic Contributions subject to the Permissible Withdrawal election shall be forfeited.

     4.2 Employer Matching Contributions .  During a Plan Year, an Employer shall make an Employer Matching Contribution (subject to adjustment for limitations provided elsewhere in the Plan) to the Trust Fund on behalf of Participants employed by such Employer in cash in an amount equal to 50% of the first 6% of each such Participant’s Pre-Tax Contributions (including Pre-Tax Contributions made as Automatic Contributions under Section 4.1(b)) on a payroll period basis. The foregoing notwithstanding, with respect to a Participant who defers his Compensation for one or more payroll periods during a Plan Year at a rate in excess of that percentage of his Compensation eligible for Employer Matching Contributions for such Plan Year, if any, and who ceases or reduces the rate of his Pre-Tax Contributions for any reason (including suspension due to a withdrawal) that prevents him from receiving the maximum available Employer Matching Contribution for such Plan Year but for such cessation or reduction based on his Compensation deferred on an annualized basis, Employer Matching Contributions to his Employer Matching Contribution Account may be made by his Employer not later than the time prescribed by law for filing the federal income tax return of the Employer, including any extensions granted for the filing of such tax return after the close of such Plan Year in question for such Plan Year in such an amount that the aggregate of such contributions for such Plan Year is equal to 50% of the first 6% of such Participant’s Pre-Tax Contributions; provided, however, that such Participant is in the active Service of the Employer (or, to the extent required by applicable law, on Leave of Absence) as of the last day of the applicable Plan Year, subject to adjustment for non-discrimination testing and limitations under the Plan.

     4.3 Employer Profit Sharing Contributions .  Each Employer may, in its sole discretion, elect to make an Employer Profit Sharing Contribution to the Trust Fund for any Plan Year in cash in such amount as the Board, in its sole discretion, may authorize and direct from time to time as it deems appropriate or advisable, on behalf of Participants (a) who are Eligible Employees with respect to Employer Profit Sharing Contributions during a Plan Year for which the Employer elects to make such a contribution and (b) who (i) are in the Service of an Employer as of the last day of such Plan Year or (ii) terminated Service during such Plan Year due to death, retirement (within the meaning of Sections 7.1, 7.3 and 7.4) or disability (within the meaning of Section 7.2) and have not received a lump sum distribution of their benefit under the Plan. Such contribution, if any, shall be deemed made on account of a Plan Year if the Board determines and approves the amount of such Employer Profit Sharing Contribution by appropriate action and designates such amount in writing to the Trustee as payment on account of such Plan Year. All Employer Profit Sharing Contributions of the Employer shall be paid to the Trustee not later than the time prescribed by law for filing the federal income tax return of the Employer, including any extension which has been granted for the filing of such tax return. The Committee shall be immediately advised in writing of the amount of such contribution.

     4.4 After-Tax Contributions .  Each Eligible Employee may elect to make After-Tax Contributions to the Trust Fund from his Compensation to contribute in whole percentages of between (a) 1% and (b) 10% of his Compensation each payroll period and, unless otherwise provided by the Committee, an additional contribution from the last pay check of any calendar quarter; provided, however , that the total After-Tax Contributions under this Section for any Plan Year shall not exceed 10% of his Compensation for the Plan Year (subject to adjustment for

limitations provided elsewhere in the Plan). None of the After-Tax Contributions will be deemed deductible for federal income tax purposes.

     4.5 Qualified Non-Elective Contributions .  The Employer may, in its sole discretion, make qualified non-elective contributions, as defined in Treasury Regulation Sections 1.401(k) and 1.401(m) (“QNECs”), for a Plan Year in any amount necessary to satisfy or help to satisfy the Actual Deferral Percentage limit in Section 13.2 of the Plan or the Contribution Percentage limit in Section 13.5 of the Plan. QNECs may be used in lieu of, or in conjunction with, the reductions described in Sections 13.4 and 13.6 of the Plan. QNECs shall be allocated in a manner determined by the Employer among the Accounts of non-Highly Compensated Employees who were eligible to make Pre-Tax Contributions during the Plan Year for which the QNECs are made. QNECs may be made at any time during the Plan Year or no later than 12 months after the end of the Plan Year. QNECs shall be considered Pre-Tax Contributions and shall be subject to the same limitations as to withdrawal and distribution as Pre-Tax Contributions. QNECs shall be nonforfeitable and 100% vested at all times. For any portion of a QNEC taken into account for purposes of the Actual Contribution Percentage limit, such portion may not be taken into account for purposes of the Actual Deferral Percentage limit.

     4.6 Payment and Deductions of Pre-Tax and After-Tax Contributions .  A Participant’s deferrals and contributions under Section 4.1 and Section 4.4 shall be deducted by his Employer on each pay period from the Compensation paid to such Participant for that period and paid to the Trustee as soon as administratively feasible after the end of the pay period for which the deferral or contribution relates.

     4.7 Employer Matching Contributions, Employer Profit Sharing Contributions, and Pre-Tax Contributions to be Tax Deductible .  Employer Matching Contributions, Employer Profit Sharing Contributions and Pre-Tax Contributions shall not be made in excess of the amount deductible under applicable federal law now or hereafter in effect limiting the allowable deduction for contributions to profit-sharing plans. The Employer Matching Contributions, Employer Profit Sharing Contributions, and Pre-Tax Contributions to the Plan when taken together with all other contributions made by the Employer to other qualified retirement plans shall not exceed the maximum amount deductible under Section 404 of the Code.

     4.8 Change of Elections and Suspension of Allotments .  Any Participant may increase or decrease the percentage of his Compensation designated as Pre-Tax Contributions or After-Tax Contributions, or suspend his Pre-Tax Contributions and/or After-Tax Contributions entirely, with any such change to be effective as soon as reasonably practicable following receipt of the change of elections, in the manner prescribed by the Committee in its sole discretion. In the case of total suspension of Pre-Tax Contributions and/or After-Tax Contributions, if applicable, the Employer Matching Contribution will automatically cease. Pre-Tax Contributions and/or After-Tax Contributions which are not made during a period of suspension shall not be made retroactively.

     4.9 Application of Funds .  The Trustee shall hold or apply the Contributions so received by it subject to the provisions of the Plan; and no part thereof (except as otherwise provided in the Trust Agreement) shall be used for any purpose other than the exclusive benefit of the Participants or their Beneficiaries.

     4.10 Disposition of Forfeitures .  In any case in which a Participant is not entitled to the full amount in his Employer Profit Sharing Account or Employer Matching Contribution Account, the amount to which he is not entitled shall be forfeited, and shall be allocated in the following order:

     (a) First, such Forfeitures shall be allocated to reinstate any Employer Matching Contribution Accounts and Employer Profit Sharing Accounts of Participants who return to Service and are entitled to account reinstatement in accordance with Section 7.5.

     (b) Second, such Forfeitures shall be applied to restore any amounts forfeited under the unclaimed benefits provisions of Section 11.11.

     (c) Third, such Forfeitures shall be applied against the next succeeding Employer Matching Contribution and/or Employee Profit Sharing Contributions and/or pay expenses of the Plan.

     4.11 Rollover Accounts .  An Eligible Employee may file with the Committee a written request that the Trustee accept a Rollover Amount from such Employee. The acceptance of a Rollover Amount under this Section shall be subject to the following conditions:

     (a) The Rollover Amount shall be in cash only.

     (b) No Rollover Amount may be transferred to the Plan without the prior procedural approval of the Committee or its delegate. The Committee or its delegate shall develop such procedures and may require such information from an Employee desiring to make such a transfer as it deems necessary or desirable. The Committee or its delegate may act in its sole discretion in determining whether to accept the transfer, and shall act in a uniform, non-discriminatory manner in this regard.

     (c) Upon approval by the Committee or its delegate, a Rollover Amount shall be paid to the Trustee to be held in the Trust Fund.

     (d) A separate Rollover Account shall be established and maintained for each Employee’s Rollover Amount. A Rollover Account shall be invested in the Investment Funds and/or the Company Stock Fund as elected by the Employee (or the Default Investment Fund if such Employee fails to make a proper investment election).

     (e) The Employee’s interest in his Rollover Account shall be fully vested and non-forfeitable. If an Eligible Employee who has not begun making Pre-Tax Contributions and/or After-Tax Contributions under Sections 4.1 and 4.4 of the Plan, respectively, or receiving Employer Matching Contributions and/or Employer Profit Sharing Contributions under Sections 4.2 and 4.3 of the Plan, respectively, makes a Rollover Amount to the Plan, his Rollover Account shall represent his sole interest in the Plan.

     (f) The Committee or its delegate shall be entitled to rely on the representation of the Employee that the Rollover Amount is an “eligible rollover

distribution” within the meaning of Code Section 402(c)(4). If, however, it is determined that a transfer received from or on behalf of an Employee failed to qualify as an eligible rollover distribution, then the balance in the Employee’s Rollover Account attributable to the ineligible transfer shall, along with any earnings thereon, as soon as is administratively practicable, be:

     (1) segregated from all other Plan assets;

     (2) treated as a non-qualified trust established by and for the benefit of the Participant; and

     (3) distributed to the Employee.

Such an ineligible transfer shall be deemed never to have been a part of the Plan or Trust.

     (g) A rollover of after-tax contributions or Roth contributions pursuant to Code Section 402A, and the earnings thereon, is not permitted.

          The Rollover Account shall not share in Employer Matching Contribution or Employer Profit Sharing Contribution allocations. Upon termination of employment, the Rollover Account shall be distributed in accordance with Article VIII. Notwithstanding anything in the Plan to the contrary, no such transfer of a Rollover Amount shall include a transfer of benefits from a defined benefit plan or from a defined contribution plan subject to Code Section 412.

     4.12 Refunds to Employer .  Once Contributions are made to the Plan by the Employer on behalf of the Participants, they are not refundable to the Employer unless a Contribution:

     (a) was made by mistake of fact; or

     (b) was made conditioned upon the contribution being allowed as a deduction and such deduction was disallowed.

          Any Contribution made by the Employer during any Plan Year in excess of the amount deductible or any Contribution attributable to a good faith mistake of fact shall be refunded to the Employer. The amount which will be returned to the Employer is the excess of the amount contributed over the amount that would have been contributed had there not occurred a mistake of fact or the excess of the amount contributed over the amount deductible, as applicable. A Contribution made by reason of a mistake of fact may be refunded only within one year following the date of payment. Any Contribution to be refunded because it was not deductible under Section 404 of the Code may be refunded only within one year following the date the deduction was disallowed. Earnings attributable to any such excess Contribution may not be withdrawn, but losses attributable thereto must reduce the amount to be returned. In no event may a refund be due which would cause the Account balance of any Participant to be reduced to less than the Participant’s Account balance would have been had the mistaken amount, or the amount determined to be non-deductible, not been contributed.

ARTICLE V

PARTICIPANT ACCOUNTS

     5.1 Individual Accounts .  The Committee shall create and maintain adequate records to disclose the interest in the Trust Fund and in its component Investment Funds and the Company Stock Fund of each Participant, former Participant and Beneficiary. Such records shall be in the form of individual Accounts and credits and charges shall be made to such Accounts in the manner herein described. A Participant may have up to 5 separate categories of Accounts, as follows: (i) Pre-Tax Contribution Account, (ii) After-Tax Contribution Account, (iii) Employer Profit Sharing Account, (iv) Employer Matching Contribution Account, and (v) Rollover Account. The maintenance of individual Accounts is only for accounting purposes, and a segregation of the assets of the Trust Fund to each Account shall not be required. Distribution and withdrawals made from an Account shall be charged to the Account as of the date paid.

          If a Participant incurs 5 consecutive Breaks in Service and subsequently reenters the Plan as a Re-Employed Employee (as defined in Section 3.4) prior to the time that he has received a distribution or been deemed to have received a distribution hereunder equal to 100% of his vested Account balance, determined as of the last day of the Plan Year in which he incurred the last of such 5 consecutive Breaks in Service, the Committee may, in its discretion, maintain, or cause to be maintained, separate Employer Contribution Accounts for the Participant’s pre-Breaks in Service Account balances attributable to Employer Contributions and Forfeitures, and separate Employer Contribution Accounts for his post-Breaks in Service Account balances attributable to the Employer Contributions and Forfeitures unless the Participant’s entire Account balance under the Plan is 100% vested at the time he incurs the last of such 5 consecutive Breaks in Service.

     5.2 Account Allocations and Adjustments .  

     (a) Pre-Tax Contributions and After-Tax Contributions . Pre-Tax Contributions and After-Tax Contributions received in the Trust Fund since the preceding Valuation Date shall be credited to the respective Pre-Tax Contribution Accounts and After-Tax Contribution Accounts of the Participants, and invested in the Investment Funds and Company Stock Fund in accordance with their instructions pursuant to Section 9.3.

     (b) Employer Matching Contributions . Employer Matching Contributions received in the Trust Fund since the preceding Valuation Date shall be allocated to an eligible Participant’s Employer Matching Accounts based on the percentage of each such Participant’s eligible Pre-Tax Contributions as determined pursuant to Section 4.2, and invested in the Investment Funds and Company Stock Fund in accordance with the Participant’s instructions pursuant to Section 9.3.

     (c) Employer Profit Sharing Contributions . Employer Profit Sharing Contributions received in the Trust Fund for a Plan Year shall be allocated and credited to the Employer Profit Sharing Account of the eligible Participant for such Plan Year, as defined in Section 4.3, as of the last day of such Plan Year in the ratio that the sum of

each eligible Participant’s total Compensation for the Plan Year bears to the total Compensation of all eligible Participants for such Plan Year ( provided, however , that (i) Compensation shall not include any Compensation earned prior to the Participant’s Entry Date and (ii) in the case of reemployment during such Plan Year, for that Plan Year, Compensation shall include only Compensation earned during the period of employment commencing with his reemployment and ending with the last day of such Plan Year).

     (d) Forfeitures . Forfeitures which have become available for reallocation or restoration shall be applied pursuant to Section 4.10.

     (e) Adjustments . As of each Valuation Date, all payments and distributions made under the Plan since the immediately preceding Valuation Date to or for the benefit of a Participant or his Beneficiary and any withdrawals by a Participant pursuant to Article VIII will be charged to the proper Account of such Participant unless previously charged.

     5.3 Limitations on Contributions .  

     (a) Maximum Permissible Amount and Incorporation of Code Section 415 by Reference . Notwithstanding any provision of this Plan to the contrary, except as otherwise provided in this Section, total Annual Additions made to the Account of a Participant for a Limitation Year shall not exceed the “Maximum Permissible Amount,” which is the lesser of: