Dole Food Company, Inc. Excess Savings Plan

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 ii 

(a)

On February 2, 1995, Dole Food Company, Inc. (the “ Company ”) adopted the Dole Food Company, Inc. Executive Deferred Compensation Plan (“ EDCP ”), effective as of March 1, 1995. For Plan Years beginning before January 1, 2002, certain participants elected to defer portions of their annual salary and annual bonuses under EDCP and made Distribution Elections (i.e., elected payment starting dates and payment forms) with respect to those deferrals. No amounts were credited to accounts under the EDCP other than the amount of participants’ annual salary and bonuses deferred under the EDCP and interest credits on those deferrals.

(b)

Effective as of January 1, 2002, the Company amended and restated the EDCP (the “2002 Restatement” ) to change the eligibility conditions for the plan, thereby making additional employees participants in the plan, and to provide the additional Company credits described in Article 5. The 2002 Restatement renamed the plan as the Dole Food Company, Inc. Excess Savings Plan (the “ Plan ”).

(c)

In response to the enactment of Code Section 409A, the Company adopted Amendment 2004-1 to the 2002 Restatement. The amendment provided that the Plan would be administered in accordance with a good-faith, reasonable interpretation of Code Section 409A with respect to Nongrandfathered Benefits, as defined in Section 2.1(w), that were subject to the provisions of Code Section 409A. With respect to Grandfathered Benefits, as defined in Code Section 2.1(s), the Company continued to administer the Plan in accordance with the terms of the 2002 Restatement.

(d)

Effective as of January 1, 2009, the Company hereby amends and restates the 2002 Restatement to comply, for Plan Years beginning on or after January 1, 2009, with the provisions of Code Section 409A with respect to Nongrandfathered Benefits. On or after January 1, 2009, Grandfathered Benefits shall continue to be administered in accordance with the terms of the 2002 Restatement.

(a)

The Plan is unfunded and is maintained primarily for the purpose of providing deferred compensation for a select group of management and highly compensated employees. The Plan permits Participants the opportunity to defer compensation and provides Participants with additional retirement benefits, thus enhancing the ability of the Participating Employers to retain the services of a select group of executives through supplemental retirement benefits.

Section 1.1

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(b)

The Plan is intended to meet the exemptions provided in Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA as well as the requirements of Department of Labor Regulation Section 2520.104-23. The Plan shall be administered and interpreted so as to meet the requirements of these exemptions and the regulation.

(c)

The Plan is not qualified within the meaning of Code Section 401(a). The Plan is intended to provide an unfunded and unsecured promise to pay money in the future and thus not to involve, pursuant to Treasury Regulation Section 1.83-3(e), the transfer of “property” for purposes of Code Section 83. Likewise, the crediting of an amount to a Participant is not intended to confer an economic benefit upon the Participant nor is the right to the receipt of future benefits under the Plan intended to result in the Participant or Beneficiary being in constructive receipt of any amount so as to result in any benefit due under the Plan being includable in the gross income of any Participant or Beneficiary in advance of the date on which payment of any benefit due under the Plan is actually made. The Plan shall be administered and interpreted so as to satisfy the requirements for this intended tax treatment under the Code. However, the treatment of deferrals made under and benefits received under this Plan, for purposes of the Code and other applicable tax laws (such as state income and employment tax laws) shall be determined under the Code and other applicable tax laws and no guarantee or commitment is made to any Participant or Beneficiary with respect to the treatment of deferrals under or benefits payable under the Plan for purposes of the Code and other applicable tax laws.

(d)

The Plan is subject to the provisions of Code Section 409A with respect to Nongrandfathered Benefits. The Plan shall be administered and interpreted so as to meet the requirements of Code Section 409A with respect to Nongrandfathered Benefits. The Company does not intend that this restatement shall constitute a material modification, within the meaning of Treasury Regulation Section 1.409A-6(a)(4), of the Plan provisions governing Grandfathered Benefits. The Plan shall be administered and interpreted so as to avoid any material modification with respect to Grandfathered Benefits that would make those benefits subject to the provisions of Code Section 409A. However, no guarantee or commitment is made that the Plan shall be administered in accordance with the requirements of Code Section 409A, with respect to Nongrandfathered Benefits, or that it shall be administered, with respect to Nongrandfathered Benefits, in a manner that avoids the application of Code Section 409A to those Nongrandfathered Benefits.

Section 1.3

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Section 1.3

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(a)

“Account” means the recordkeeping account maintained by the Company on behalf of a Participant that reflects the amount credited to the Participant under the terms of the Plan.

(b)

“Base Pay” means, the following:

(A)

Any 13 ^th month pay or 14 ^th month pay (i.e., additional compensation required under foreign law).

(B)

Any increase in a Participant’s base pay due to the selling of vacation under the Dole Food Company, Inc. Welfare Benefits Plan.

(C)

Any lump sum payments of merit increases or retroactive increases to Base Pay.

Section 2.1

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(c)

“Base Pay Deferral Credit” means an amount credited to a Participant’s Account under Section 4.3(a).

(d)

“Beneficiary” means the individual or trust designated as such in accordance with Section 6.8.

(e)

“Board of Directors” means the Board of Directors of the Company.

(f)

“Bonus” means, except as otherwise provided, any of the following:

(g)

“Bonus Deferral Credit” means an amount credited to a Participant’s Account under Section 4.3(b).

(h)

“Charter” means the Revised Charter of the Corporate Compensation & Benefits Committee, as revised from time to time, including amendments to the Revised Charter of the Corporate Compensation & Benefits Committee that are adopted after the adoption of this restatement.

(i)

“Code” means the Internal Revenue Code of 1986, as amended, or any other provision of law of similar purpose as may at any time be substituted therefore.

(j)

“Company” means Dole Food Company, Inc., a Delaware corporation.

(k)

“Committee” means as follows:

Section 2.1

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(1)

The Corporate Compensation and Benefits Committee of the Board of Directors; or

(2)

If, in connection with the Company going private, the Corporate Compensation and Benefits Committee of the Board of Directors is dissolved or no longer has responsibility for benefits of executives of the Company, the Retirement Committee previously appointed by the Corporate Compensation and Benefits Committee or such other person or committee as is designated by the SVPHR.

(1)

The Company

(2)

Any corporation that, together with the Company, is part of a controlled group of corporations with the meaning of Code Section 414(b); and

(3)

Any trade or business that, together with the Company, is under common control, within the meaning of Code Section 414(c).

(1)

Base Pay Deferral Credits credited with respect to deferrals of Base Pay for pay periods beginning before January 1, 2005, including Base Pay for the payroll period beginning December 31, 2004, and ending January 14, 2005.

Section 2.1

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(2)

Commission Deferral Credits (as defined in the 2002 Restatement) that were credited with respect to deferrals of Commissions (as defined in the 2002 Restatement) for Plan Years beginning before January 1, 2005. No Commissions otherwise payable on or after January 1, 2003 were deferred.

(3)

Bonus Deferral Credits credited with respect to deferrals of Bonuses that are based on services performed for a Participating Employer before 2004.

(4)

Matching Credits for years before 2005.

(5)

Profit Sharing Credits for years before 2004.

(6)

Interest Credits credited with respect to the amounts described in Section 2.1(s)(1)-(5), including Interest Credits credited on or after January 1, 2005.

(1)

Base Pay Deferral Credits credited with respect to deferrals of Base Pay for pay periods beginning on or after January 1, 2005.

(2)

Bonus Deferral Credits credited with respect to deferrals of Bonuses that are based on services performed for a Participating Employer after 2003.

(3)

Matching Credits for years after 2004.

(4)

Profit Sharing Credits for years after 2003.

(5)

Interest Credits credited with respect to the amounts described in Section 2.1(w)(1)-(4).

Section 2.1

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(y)

“Participating Employer” means the Company and any other Controlled Group Member that is a participating employer in the Salaried 401(k) Plan.

(z)

“Plan” means the Dole Food Company, Inc. Excess Savings Plan, as set forth in this restatement and as hereafter amended from time to time.

(aa)

“Plan Administrator” means the Committee, or such other person who performs the functions of the Plan Administrator pursuant to the Committee’s designation under Section 7.1.

(bb)

“Plan Compensation” means, with respect to a Participant for a Plan Year, as follows:

(A)

The sum of the following amounts that are paid by a Participant’s Participating Employer to the Participant in that Plan Year.

(B)

Any amounts deferred under this Plan from Base Pay or Bonus amounts that would have been payable, but for the Participant’s Deferral Election, to the Participant by the Participating Employer during that Plan Year. For example, Plan Compensation for the Plan Year ending December 31, 2010, would include amounts deferred from Base Pay that would have been payable in 2010 and amounts deferred from a Bonus (attributable to 2010) that would have been payable in 2011, but for the Deferral Election under this Plan.

(A)

Nonregular earnings.

(B)

Separation pay, pay in lieu of notice, and other similar payments in connection with termination of employment.

(C)

Severance pay or other severance-like payments.

(D)

Long-term incentive payments and awards.

Section 2.1

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(E)

Workers compensation payments.

(F)

Taxable welfare benefits (e.g., imputed income on group-term life insurance over $50,000, short-term disability pay, or imputed income due to coverage of a domestic partner), reimbursements and other expense allowances (e.g., a housing allowance, special allowance, relocation grossup, local relocation allowance, car allowance, or post differential), cash and noncash fringe benefits (e.g., car fringe benefits, tax preparation fringe benefits, relocation fringe benefits, IME support fringe benefits), moving expenses, deferred compensation (e.g., withdrawals or distributions from this Plan or the Salaried 401(k) Plan) and other amounts described in Treasury Regulation Section 1.414(s)-1(c)(3).

(G)

Any item of compensation not included in the Participant’s Salaried 401(k) Plan Deferrable Compensation (e.g., income attributable to stock options and restricted stock or payments of deferred compensation).

(H)

Any other amount not included in Section 2.1(bb)(1).

(cc)

“Plan Year” means the calendar year beginning January 1 and ending December 31.

(dd)

“Profit Sharing Credit” means an amount credited to a Participant’s Account under Section 5.3.

(ee)

“Salaried 401(k) Plan” means the 401(k) Plan for Salaried Employees of Dole Food Company, Inc. and Participating Divisions and Subsidiaries, as amended from time to time. Any reference in this Plan to the number of a particular section of the Salaried 401(k) Plan, as in effect at the time that this restatement of the Plan goes into effect, shall be deemed to refer to the counterpart of that section in any future amended or restated version of the Salaried 401(k) Plan, even if that counterpart section has a different number.

(ff)

“Salaried 401(k) Plan Catch-Up Contributions” means, with respect to a Participant and a Plan Year, the “Catch-Up Contributions,” as defined in the Salaried 401(k) Plan, that are allocated to the Participant, under the Salaried 401(k) Plan, with respect to that Plan Year.

Section 2.1

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(gg)

“Salaried 401(k) Plan Deferrable Compensation” means, with respect to a Participant for a Plan Year, the Participant’s “Deferrable Compensation,” as defined in the Salaried 401(k) Plan, for that Plan Year, reflecting any

limitation that might apply under the Salaried 401(k) Plan on account of Code Section 401(a)(17).

(hh)

“Salaried 401(k) Plan Matching Contributions” means, with respect to a Participant for a Plan Year, the “Matching Contributions,” as defined in the Salaried 401(k) Plan, that are allocated to the Participant, under the Salaried 401(k) Plan, with respect to that Plan Year.

(ii)

“Salaried 401(k) Plan Pre-Tax Contributions” means, with respect to a Participant and a Plan Year, the “Pre-Tax Contributions,” as defined in the Salaried 401(k) Plan, that are allocated to the Participant, under the Salaried 401(k) Plan, with respect to that Plan Year.

(jj)

“Salaried 401(k) Plan Profit Sharing Contributions” means, with respect to a Participant for a Plan Year, the “Profit Sharing Contributions,” as defined in the Salaried 401(k) Plan, that are allocated to that Participant, under the Salaried 401(k) Plan, with respect to that Plan Year.

(kk)

“Separation From Service” means, with respect to a Participant, the following:

(A)

The date on which the Participant and his or her Participating Employer reasonably anticipate that the Participant will indefinitely cease to perform services for the Participating Employer and other Controlled Group Members on account of termination of employment, death, or any other reason. In determining whether a Participant has indefinitely ceased to perform services, the Plan Administrator shall take into account all of the facts and circumstances, including the considerations noted in Treasury Regulation Section 1.409A-1(h)(1)(ii).

(B)

The date on which the Participant and his or her Participating Employer reasonably anticipate that the level of services that the Participant will perform for his or her Participating Employer and other Controlled Group Members will be reduced indefinitely to a level that does not exceed 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period. If a Participant has performed services for a Participant Employer or other Controlled Group member for a period less than 36 months, then the average level of services performed over the entire period during which the

Section 2.1

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Participating Employer has performed services for the Participating Employer or other Controlled Group Member shall be taken into account when determining the decrease in the level of services.

(C)

When applying the rules in this Section 2.1(kk)(1) (e.g., when determining whether a Participant has ceased to perform services or the average level of services before or after a reduction in the level of services), services that the Participant performs for a Participating Employer or other Controlled Group Member either as an employee or as an independent contractor shall be taken into account. However, services that a Participant performs for a Participating Employer or Controlled Group Member solely as a director of a Participating Employer or other Controlled Group Member shall not be taken into account.

(A)

The first day immediately following the later of the following dates:

(B)

The first date on which there is no longer a reasonable expectation that the Participant will return to perform services for his or her Participating Employer or another Controlled Group Member.

(ll)

“Special Credit” means an amount credited to a Participant’s Account under Section 5.4.

(mm)

“SVPHR” means the Company’s most senior human resources officer .

Section 2.1

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(nn)

“Termination of Employment” means that a Participant terminates employment with all of the Participating Employers and all other Controlled Group Members on account of retirement or any other reason.

(oo)

“2002 Restatement” means prior restatement of the Plan that was adopted effective January 1, 2002.

Section 2.2

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(a)

An Employee who meets all of the following requirements shall be an Eligible Employee for a Plan Year:

(A)

Classified by his or her Participating Employer as being in pay grade 6 or 7; or

(B)

Designated by the SVPHR as eligible to participate in this Plan for a particular Plan Year, taking into account the status of this Plan, as described in Section 1.2. Unless the SVPHR determines otherwise, an Employee designated under this Section 3.1(a)(4)(B) as an Eligible Employee for a particular Plan Year shall not thereby become an Eligible Employee for any later Plan Year, unless the SVPHR designates the Employee as an Eligible Employee for that later Plan Year. The SVPHR shall determine the manner in which he or she shall designate Employees under this Section 3.1(a)(4)(B).

(b)

Notwithstanding Section 3.1(a), none of the following shall be an Eligible Employee:

Section 3.1

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Code Section 3121(d) (including, but not limited to, an individual classified by his or her Participating Employer as an independent contractor and a non-employee consultant) and an individual who is classified by his or her Participating Employer, in its discretion, as an employee of any other entity other than the Participating Employer, even if the classification by the Participating Employer is determined to be erroneous, or is retroactively revised. In the event the classification of an individual who is excluded from participation under the preceding sentence is determined to be erroneous or is retroactively revised, the individual shall nonetheless continue to be excluded from participation in this Plan and shall be ineligible for benefits for all periods before the date the Participating Employer determines that its classification of the individual is erroneous or should be revised, all requirements of Section 3.1(a) are satisfied, and the SVPHR designates the individual as eligible to participate in this Plan. If the SVPHR designates the reclassified individual as being an Eligible Employee, then the individual shall become a Participant, effective as of the first day of the Plan Year immediately following the Plan Year in which the individual becomes an Eligible Employee.

(a)

If an Employee was a participant in the Plan on December 31, 2008 and continues to be an Eligible Employee on January 1, 2009, then the Employee shall continue to be a Participant in this Plan on January 1, 2009.

(b)

If an Eligible Employee was not a Participant in the Plan on December 31, 2008, then the Eligible Employee shall become a Participant in the Plan effective as of January 1 of the Plan Year (the “Initial Participation Plan Year” ) immediately following the Plan Year in which the Employee is notified by the SVPHR that the Employee has become an Eligible Employee, if the Employee continues to be an Eligible Employee on that January 1.

(c)

If an Eligible Employee becomes a Participant in accordance with Section 3.2(b), then the Participant shall not be eligible to make a Deferral Election with respect to any Base Pay for or any Bonus attributable to any Plan Year beginning before the Initial Participation Plan Year. Similarly, no Matching Credits or Profit Sharing Credits shall be credited with respect to any Plan Year before the Initial Participation Plan Year. The Participant shall make a deferral election with respect to the Initial Participation Plan Year in accordance with Section 4.1.

(a)

The rules in this Section 3.3 apply if a Participant ceases to be an Eligible Employee, but has not yet had a Separation From Service (an “Inactive Participant” ).

Section 3.2

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(b)

The Inactive Participant may not elect to defer any Base Pay for or any Bonus attributable to a Plan Year beginning after the Plan Year in which the Inactive Participant ceased to be an Eligible Employee. The Inactive Participant’s Deferral Election shall continue to apply to any Base Pay for and any Bonus attributable to the Plan Year in which the Participant becomes ineligible, as provided in Section 4.2(j).

(c)

Any amounts credited to the Inactive Participant’s Account shall continue to be credited with Interest Credits, in accordance with the provisions of the Plan, until payment is made in accordance with Article 6.

(d)

The following rules shall apply with respect to the Participant’s Grandfathered Benefit:

(e)

The following rules shall apply with respect to the Participant’s Nongrandfathered Benefit:

Section 3.3

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Section 3.4

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(a)

A Participant may elect to defer all or a portion of his or her Base Pay for or Bonus attributable to a Plan Year.

(A)

To defer from 0 percent to 100 percent, in any whole increment of 1 percent, of his or her Base Pay payments that are paid in the Plan Year,

(B)

To defer from 0 percent to 100 percent, in any whole increment of 1 percent, of his or her Bonus that is attributable to that Plan Year, and

(C)

Different deferral percentages for the deferrals of Base Pay paid in a Plan Year and the deferral of any Bonus attributable to that Plan Year. For example, a Participant might elect to defer 10 percent of his or her Base Pay paid in the Plan Year beginning January 1, 2011, and 100 percent of his or her Bonus that is attributable to that Plan Year.

Section 4.1

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for the prior Plan Year. Except as otherwise provided in Section 4.2, a Deferral Election for a Plan Year beginning after the Plan Year in which the Eligible Employee becomes a Participant shall apply to all Base Pay for and any Bonus attributable to that Plan Year.

(a)

A Deferral Election is an election by a Participant to have his or her Base Pay or Bonus reduced, in accordance with the election, and to have the same amount credited to the Participant’s Account under this Plan.

(b)

All Deferral Elections shall be made in such manner, at such times, using such forms, and in accordance with such rules, as the Plan Administrator shall prescribe, in its discretion.

(c)

An Eligible Employee shall not be provided an opportunity to make a Deferral Election until the SVPHR has determined that the Employee has satisfied the requirements for initial Plan Participation, pursuant to Sections 3.1–3.2.

(d)

Once the deadline for making a Deferral Election for a Plan Year has passed, a Participant may not elect any changes in his or her Deferral Election for that Plan Year. However, a Participant’s deferrals for that Plan Year may be cancelled under the provisions of Section 6.2(f) (relating to deferrals cancelled after a hardship withdrawal from a Participant’s Grandfathered Benefit), Section 6.3(g) (relating to deferrals cancelled after a hardship withdrawal from a Participant’s Nongrandfathered Benefit), and Section 4.2(g) (relating to hardship withdrawals under the Salaried 401(k) Plan).

(e)

In no event shall a Deferral Election apply to Base Pay or a Bonus that the Participant could have received in cash before the Deferral Election was made.

(f)

The Plan Administrator may specify the order in which deferrals elected under this Plan are deducted from the Participant’s Base Pay and Bonus, relative to other deductions elected by the Participant (e.g., contributions for health and welfare benefits) and other withholdings from the Participant’s Base Pay and Bonus (e.g., for income and employment taxes). For example, the full amount that the Participant elected to have deferred may not be deducted because less than that amount remains after other payroll deductions that are higher in the payroll withholding hierarchy.

(g)

If a Participant elects a hardship withdrawal under Section 7.4 of the Salaried 401(k) Plan, then the Participant’s Deferral Election shall automatically be cancelled during the six-month period starting on the date that the Participant receives the hardship withdrawal. However, a Participant’s Deferral Election may be cancelled for a longer period if the provisions of Section 6.2(f) (relating to

Section 4.2

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hardship withdrawals of Grandfathered Benefits) or Section 6.3(g) (relating to hardship withdrawals of Nongrandfathered Benefits) also apply.

(h)

If a Participant goes on a paid leave of absence (e.g., certain military leaves) that is authorized by his or her Participating Employer and continues to receive Base Pay from the Participating Employer’s payroll (as opposed to receiving income continuation paid by another person, such as under a disability insurance contract), then the Participant’s Deferral Election for that Plan Year shall continue to apply to all Base Pay for that Plan Year that is paid during the leave.

(i)

If a Participant goes on an unpaid leave of absence (including a leave of absence on account of disability), then the Participant’s Deferral Election shall be suspended. When the Participant resumes paid employment, the Participant’s Deferral Election for the Plan Year in which the leave began shall continue to apply to Base Pay paid in that Plan Year after the return from the unpaid leave of absence. If the Participant resumes paid employment in a Plan Year after the Plan Year in which the unpaid leave began, then the Participant’s Deferral Election for the Plan Year in which the Participant resumes paid employment shall apply to Base Pay for and any Bonus attributable to that Plan Year. Any Deferral Election made for the Plan Year in which paid employment resumes shall be made before the beginning of that Plan Year and during the election period for that Plan Year that is specified under Section 4.1(c).

(j)

If a Participant ceases to be an Eligible Employee, but has not yet had a Separation From Service, then the inactive Participant’s Deferral Election for the Plan Year in which he or she ceases to be an Eligible Employee shall continue to apply to any Base Pay for that Plan Year (including Base Pay paid after the Participant ceases to be an Eligible Employee) and any Bonus paid by his or her Participating Employer that is attributable to that Plan Year.

Section 4.2

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(k)

If a Participant transfers to employment with a Controlled Group Member, then the Deferral Election for the year in which his or her employment transfers shall apply as follows:

(l)

The rules in this Section 4.2(l) apply with respect to payments of Base Pay for or a Bonus attributable to the Plan Year within which the Participant has a Separation From Service, if those payments are made after the Participant’s Separation From Service. Except as otherwise provided in Section 4.2(n), these Base Pay and Bonus payments shall be deferred, pursuant to the Participant’s Deferral Election for the Plan Year in which the Participant has a Separation From Service, only as follows:

(m)

If a Participant has a Separation From Service and later is reemployed by a Participating Employer and again becomes a Participant in a Plan Year after the Plan Year in which the Participant had the Separation From Service, then the Participant must make a new Deferral Election for any Base Pay for and any Bonus attributable to the Plan Year in which he or she again becomes a Participant.

(n)

The rules in this Section 4.2(n) apply if a Participant has a Separation From Service and later is reemployed by a Participating Employer within the same Plan Year as the Plan Year in which he or she had a Separation From Service, whether or not the individual is designated, within this Plan Year, as again being eligible to participate in the Plan. In this situation, in addition to applying to the compensation described in Section 4.2(l), the Deferral Election made before the Separation From Service shall apply to the following compensation:

Section 4.2

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(1)

Any remaining Base Pay for that Plan Year, beginning with Base Pay for the payroll period that includes the date on which the Participant is reemployed by a Participating Employer.

(2)

Any Bonus attributable to that Plan Year.

(a)

As of each pay period, a Base Pay Deferral Credit shall be credited to a Participant’s Account in an amount equal to the amount by which the Participant’s Base Pay for that pay period was reduced on account of the Participant’s Deferral Election under this Plan.

(b)

As of each date on which a Bonus would be paid but for a Deferral Election, a Bonus Deferral Credit shall be credited to the Participant’s Account in an amount equal to the amount by which the Participant’s Bonus was reduced on account of the Participant’s Deferral Election under this Plan.

Section 4.3

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(a)

A Participant’s Account shall be credited with the amounts specified in this Article 5 beginning with the Plan Year in which he or she becomes a Participant in the Plan and for each subsequent Plan Year in which he or she continues to be an Eligible Employee.

(b)

A Matching Credit for a Plan Year shall be credited to a Participant’s Account for a Plan Year only if the Participant satisfies either the requirements of Section 5.1(b)(1) or the requirements of Section 5.1(b)(2) for that Plan Year. The requirements of this Section 5.1(b) are intended to satisfy the requirements of Treasury Regulation Section 1.401(k)-1(e)(6)(iii) (relating to the anti-conditioning rule) and shall be construed in such a way as to ensure that the requirements of that regulation are satisfied.

(A)

For example, if for a Plan Year the maximum deferral percentage for Salaried 401(k) Plan Pre-Tax Contributions deferred under the Salaried 401(k) Plan is 50 percent, a Participant is not eligible to make Salaried 401(k) Plan Catch-up Contributions under Code Section 414(v) for the Plan Year, and the Participant elects Salaried 401(k) Plan Pre-Tax Contributions at a deferral rate of 50 percent for the entire portion of that Plan Year during which the Participant is eligible to elect such deferrals, then the Participant would satisfy the requirements of this Section 5.1(b)(1), even if the Participant did not make the maximum Salaried 401(k) Plan Pre-Tax Contributions permitted under Code Section 402(g)(1)(B) (relating to the annual dollar limit on 401(k) deferrals) for that Plan Year.

(B)

If a Participant is eligible to make Salaried 401(k) Plan Catch-Up Contributions, then the Salaried 401(k) Plan permits the Participant to defer, each pay period, any amount up to the annual limit on catch-up contributions under Code Section 402(g)(1)(C). Accordingly, if a Participant is eligible to make Salaried 401(k) Plan Catch-up Contributions under Code Section 414(v) for a Plan Year, then to satisfy the requirements of this Section 5.1(b)(1) for that Plan Year with respect to catch-up contributions, the Participant must elect, during the portion

Section 5.1

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of the Plan Year in which he or she is eligible to contribute to the Salaried 401(k) Plan, the lesser of the following amounts:

(2)

A Participant satisfies the requirements of this Section 5.1(b)(2) for a Plan Year if the Participant elects the maximum Salaried 401(k) Plan Pre-Tax Contributions under the Salaried 401(k) Plan that are permitted for that Plan Year under Code Section 402(g)(1)(B), along with the maximum Salaried 401(k) Plan Catch-up Contributions for that Plan Year permitted under Code Section 402(g)(1)(C). In determining whether a Participant has made the maximum Salaried 401(k) Plan Pre-Tax Contributions and the maximum Salaried 401(k) Plan Catch-up Contributions permitted under Code Section 402(g), the rules in Treasury Regulations Section 1.402(g)-1(b), that take into account elective deferrals under plans other than the Salaried 401(k) Plan, shall be applied. For example, if for a Plan Year, the Code Section 402(g)(1)(B) limit is $16,500 and the Participant is not eligible to make catch-up contributions under Code Section 414(v), and the Participant makes $5,000 in “elective deferrals,” as defined in Code Section 402(g)(3), to a prior employer’s 401(k) plan, and later in that Plan Year makes $11,500 in Salaried 401(k) Plan Pre-Tax Contributions to the Salaried 401(k) Plan, then the Participant could not make more than $11,500 in Salaried 401(k) Plan Pre-Tax Contributions to the Salaried 401(k) Plan without violating the limit under Code Section 402(g). In this case, the Participant would satisfy the requirements of this Section 5.1(b)(2), even if the Participant did not elect to make Salaried 401(k) Plan Pre-Tax Contributions to the Salaried 401(k) Plan at the maximum deferral rate permitted under the terms of the Salaried 401(k) Plan. If the Participant also were eligible to make Salaried 401(k) Plan Catch-up Contributions and had not made any such catch-up contributions to the prior employer’s plan, then the Participant also would need to make the maximum possible Salaried 401(k) Plan Catch-up Contributions permitted under Code Section 402(g)(1)(C) for that Plan Year in order to satisfy the requirements of this Section 5.1(b)(2).

Section 5.1

23

that Plan Year. A Participant who is employed by a Participating Employer on December 31 of a Plan Year shall receive a Profit Sharing Credit for that Plan Year even if the Participant ceases to be an Eligible Employee at some point after January 1 of that Plan Year and even if the Participant is on an authorized leave of absence from the Company on December 31.

(a)

If a Participant is eligible under Section 5.1(b) to be credited with Matching Credits for a Plan Year, then Matching Credits shall be credited for that Plan Year to the Participant’s Account in an amount equal to the amount in Section 5.2(a)(1) minus the amount in 5.2(a)(2) where the amounts in Section 5.2(a)(1) and Section 5.2(a)(2) are as follows:

(A)

The total of the Salaried 401(k) Plan Pre-Tax Contributions that the Participant makes to the Salaried 401(k) Plan for the Plan Year. However, Salaried 401(k) Plan Catch-Up Contributions are not taken into account in this Section 5.2(a)(1).

(B)

The total of the Base Pay Deferral Credits that were credited to the Participant for the Plan Year with respect to Base Pay that would have been payable in that Plan Year.

(C)

The total of the Bonus Deferral Credits that were credited to the Participant with respect to any Bonus that would have been payable in that Plan Year, even if the Deferral Election with respect to that Bonus was made in a prior Plan Year.

Section 5.2

24

(b)

Any Matching Credits with respect to a Plan Year shall be credited to the Participant’s Account as soon as is practicable after December 31 of that Plan Year and after all information required to compute the amount of the Matching Credits is available.

(a)

If a Participant is eligible under Section 5.1(c) to be credited with Profit Sharing Credits for a Plan Year, then a Profit Sharing Credit shall be credited for that Plan Year to the Participant’s Account in an amount equal to the amount in Section 5.3(a)(1) minus the amount in 5.3(a)(2) (but not in an amount less than $0), where the amounts in Section 5.3(a)(1) and Section 5.3(a)(2) are as follows:

Section 5.3

25

(b)

Any Profit Sharing Credits with respect to a Plan Year shall be credited to the Participant’s Account as soon as is practicable after December 31 of that Plan Year and after all information required to compute the amount of the Profit Sharing Credits is available.

(a)

If a Participant ceases to be an Eligible Employee after the first day of a Plan Year for a reason other than Separation From Service, then the following rules shall apply for purposes of determining the amount of any Matching Credits or Profit Sharing Credits for that Plan Year:

(b)

The requirements of Section 5.1(b) (relating to the anti-conditioning rule) must be satisfied, taking into account Salaried 401(k) Plan Pre-Tax Contributions and Salaried 401(k) Plan Catch-up Contributions for the entire Plan Year.

(c)

Plan Compensation taken into account under the first sentence of Section 5.2(a)(1) (relating to the 6 percent cap on Matching Credits) and the first sentence of Section 5.3(a)(1) (relating to the Plan Compensation used to determine the Participant’s Profit Sharing Credit) shall include all Plan Compensation for the Plan Year, including Plan Compensation paid after the date on which the Participant ceased to be an Eligible Employee.

(d)

Salaried 401(k) Plan Pre-Tax Contributions for the entire Plan Year shall be taken into account for purposes of Section 5.2.

(e)

Salaried 401(k) Plan Profit Sharing Contributions for the entire Plan Year shall be taken into account for purposes of Section 5.3.

(a)

If amounts were credited to a Participant’s Account before January 1, 2002, under the EDCP, then the amount of the Interest Credits due for periods before January 1, 2002, shall be determined under the terms of the EDCP.

Section 5.4

26

(b)

For periods on or after January 1, 2002, Interest Credits shall be credited to a Participant’s Account in the following amounts and starting at the following times: