FIRST AMENDMENT TO THE NASHUA CORPORATION EMPLOYEES' SAVINGS PLAN

1.1           Restatement and Effective Date . The Nashua Corporation Employees’ Savings Plan (the “ Plan ”) as established effective April 1, 1984, as subsequently amended and amended and restated, most recently effective January 1, 2001, is hereby amended and restated, effective January 1, 2007 (the “ Effective Date ”), except as otherwise provided herein.  The history of the Plan is described in Appendix A.  It is intended that this Plan shall qualify as a profit sharing plan under Sections 401(a) and 401(k) of the Internal Revenue Code.

1.2           Applicability . The provisions of the Plan as herein amended and restated shall apply to persons who are Employees of an Employer on or after Effective Date, except as otherwise specifically provided herein.  The rights of a person who has had a Termination of Employment prior to the Effective Date and who is not rehired after the Effective Date, shall be determined, except as otherwise specifically provided herein, under the terms of the Plan in effect on the date of his Termination of Employment.

When used herein the following words shall have the following meanings unless the context clearly indicates otherwise.

2.1           “ Accounts ” means a Participant’s share in the Trust.  Each Participant shall have the following seven (7) separate Accounts which shall be reduced by any distributions therefrom:

(a)           A “ Catch-Up Contribution Account ” to which shall be credited the Participant’s Catch-Up Contributions made to the Plan in accordance with Section 4.4, plus income and gains and less expenses and losses attributable thereto, which account shall be fully vested and nonforfeitable.

(b)           An “ Employer Contribution Account ” to which shall be credited amounts credited to a Participant’s Employer Contribution Account under the terms of the Rittenhouse Employee’s Profit Sharing Plan as of December 31, 2000, Employer Profit Sharing Contributions made to the Plan in accordance with Section 4.1, Minimum Employer Contributions made in accordance with Section 12.3, and Forfeitures (relating to the Employer Contribution Account), plus income and gains and less expenses and losses attributable thereto, which account shall be fully vested and nonforfeitable.

(c)           An “ Employer Matching Contribution Account ” (previously named the Company Contribution Account) to which shall be credited Employer Matching Contributions (including Forfeitures other than those relating to the Employer Contribution Account) made to the Plan in accordance with Section 4.2, plus income and gains and less expenses and losses attributable thereto, which account shall be fully vested and nonforfeitable.

(d)           An “ Employee Contribution Account ” (previously named the VIP Contribution Account) to which shall be credited Employee Contributions made to the Plan prior to the Effective Date by a Participant or transferred directly to the Plan from another qualified plan on the Participant’s behalf, plus income and gains and less expenses and losses attributable thereto, which account shall be fully vested and nonforfeitable.

(e)           A “ Pre-Tax Contribution Account ” to which shall be credited the Participant’s Pre-Tax Contributions and Special Employer Contributions made to the Plan in accordance with Sections 4.1(c) and 4.3, plus income and gains and less expenses and losses attributable thereto, which account shall be fully vested and nonforfeitable.

(f)           A “ Rollover Contribution Account ” to which shall be credited a Participant’s Rollover Contributions made to the Plan in accordance with Section 4.6, plus income and gains and less expenses and losses attributable thereto, which account shall be fully vested and nonforfeitable.

(g)           A “ VIP/IRA Contribution Account ” to which shall be credited a Participant’s VIP/IRA Contributions made to the Plan prior to January 1, 1987, or transferred directly to the Plan from another qualified plan on the Participant’s behalf.

2.2           “ Accrued Benefit ” means a Participant’s interest in the Trust composed of such Participant’s Accounts.  The value of an Accrued Benefit at any time during any Plan Year shall be its value as adjusted on the coinciding or immediately preceding Valuation Date.

2.3           “ Active Participant ” means:

(a)           with respect to Employer Profit Sharing Contributions, Forfeitures and Special Employer Contributions, a Participant (1) who is an Eligible Employee employed by an Employer as of the last day of the Plan Year and who during such Plan Year completes 1000 or more Hours of Service; or (2) who was an Eligible Employee on any day of the Plan Year and had a Termination of Employment on account of death, Disability, or on or after his Normal Retirement Date; and

(b)           with respect to Pre-Tax Contributions, Employer Matching Contributions, Rollover Contributions, and with respect to determining the actual deferral percentage under Section 5.3(c) and the actual contribution percentage under Section 5.4(c), a Participant who is an Eligible Employee on any day of the Plan Year.

2.4           “ Authorized Leave of Absence ” means any absence authorized by an Employer under the Employer’s standard personnel practices.  An absence due to service in the Armed Forces of the United States shall be considered an Authorized Leave of Absence provided that the Employee returns to employment with the Employer with reemployment rights provided by law.

2.5           “ Beneficiary ” means any person designated by a Participant in accordance with Section 8.3 to receive any death benefits which shall be payable under the Plan.

2.6           “ Beneficiary Designation Form ” means the form provided or permitted by the Committee on which the Participant, in accordance with Section 8.3, may (a) designate his Beneficiary, (b) select the form of his Beneficiary’s benefit and (c) elect to permit his Beneficiary to change the form of the Beneficiary’s benefit.

2.7           “ Board of Directors ” means the board of directors of the Company.

2.8           “ Code” or “Internal Revenue Code ” means the Internal Revenue Code of 1986, as amended from time to time and any subsequent Internal Revenue Code.  References to any section of the Code shall be deemed to include similar sections of the Code as renumbered or amended.

2.9          “ Committee ” means the committee appointed pursuant to Article IX to administer the Plan.

2.10        “ Commonly Controlled Entity ” means a corporation, trade, or business if it and an Employer are members of a controlled group of corporations as defined in Section 414(b) of the Code or under common control as defined in Section 414(c) of the Code or members of an affiliated service group as defined in Section 414(m) of the Code or members of a group the members of which are required to be aggregated pursuant to regulations under Section 414(o) of the Code.

2.11        “ Company ” means Nashua Corporation or any successor entity by merger, consolidation, purchase, or otherwise, which elects to adopt the Plan and Trust.

2.12        “ Compensation ” means the amounts described below:

(a)           Except as provided in (b) and (c), Compensation means W-2 Compensation paid during the Plan Year to a Participant while a Participant in the Plan, by an Employer or a Commonly Controlled Entity increased by any elective amounts which are not includable in income pursuant to Code Section 132(f)(4) and any elective contributions made by an Employer or a Commonly Controlled Entity on behalf of the individual which are not includable in income under a cafeteria plan (as described in Code Section 125)   or under a cash or deferred arrangement in a 401(k) plan pursuant to Code Section 402(e)(3), but excluding stock options (whether or not exercised), the imputed value of life insurance, severance payments, mileage reimbursement, safety awards, tuition reimbursement, deferred compensation, income attributable to the lapse of restrictions on restricted stock and moving expenses.

(b)           For purposes of determining the limitations under Section 5.6, Article XII, and determining Highly Compensated Employees under Section 2.23, Compensation means W-2 Compensation paid to an individual by an Employer and Commonly Controlled Entities during the Plan Year increased by any elective amounts which are not includable in income pursuant to Code Section 132(f)(4) and any elective contributions made by an Employer or a Commonly Controlled Entity on behalf of the individual which are not includable in income under a cafeteria plan (as described in Code Section

125) or under a cash or deferred arrangement in a 401(k) plan pursuant to Code Section 402(e)(3).

(c)           For purposes of determining the contribution percentage under Section 5.4(c), and the actual deferral percentage under Section 5.3(c), Compensation means W-2 Compensation paid to an individual by an Employer and Commonly Controlled Entities during the Plan Year increased by any elective amounts which are not includable in income pursuant to Code Section 132(f)(4) and any elective contributions made by an Employer or a Commonly Controlled Entity on behalf of the individual which are not includable in income under a cafeteria plan (as described in Code Section 125) or under a cash or deferred arrangement in a 401(k) plan pursuant to Code Section 402(e)(3), but excluding stock options (whether or not exercised), the imputed value of life insurance, severance payments, mileage reimbursement, safety awards, tuition reimbursement, deferred compensation, income attributable to the lapse of restrictions on restricted stock and moving expenses.

Except for purposes of Section 5.6 and for determining Highly Compensated Employees under Section 2.23, the amount of an Employee’s annual Compensation taken into account under the Plan shall not exceed the applicable limit specified under Code Section 401(a)(17) for such Plan Year ($225,000 in 2007, as adjusted for cost-of-living increases in accordance with Code Section 401(a)(17)(B) for any Plan Year beginning after December 31, 2007).  Annual Compensation means Compensation during the Plan Year or such other consecutive 12-month period over which Compensation is otherwise determined under the Plan (the determination period).  The cost-of-living adjustment in effect for a calendar year applies to annual Compensation for the determination period that begins with or within such calendar year.

2.13        “ Disability ” or “ Disabled ” means a physical or mental condition resulting from a bodily injury, disease, or mental disorder, which renders a Participant permanently incapable of performing his normal employment duties.  Such determination shall be made by the Committee on the basis of such medical and other competent evidence as the Committee shall deem relevant.

2.14        “ Effective Date ” of the Plan is January 1, 2007.

2.15        “ Eligible Employee ” means any Employee employed by an Employer but excluding any Employee (a) who is a member of a collective bargaining unit represented by a collective bargaining agent with which the Employer has or has had a bargaining agreement, unless an agreement between the Employer and the collective bargaining agent requires that members of the collective bargaining unit participate in the Plan, (b) any individual who performs services for the Company or any Employer through, and is paid by, a third-party (including but not limited to an employee leasing or staffing agency) even if such individual is subsequently determined to be a common law employee of the Company or an Employer, and (c) any individual who performs services for the Company or any Employer pursuant to a contract or agreement (whether verbal or written) which provides that such individual is an independent contractor or consultant, even if such individual is subsequently determined to be a common law employee of the Company or an Employer.  The contributions made by, or on behalf of, a

2.16        “ Employee ” means any individual who is employed by an Employer or a Commonly Controlled Entity, including a person on an Authorized Leave of Absence.  Such term does not include a consultant or an independent contractor.

2.17        “ Employee Contributions ” means the after-tax employee contributions made from time to time prior to January 1, 2001 by an Employer to the Trustee on behalf of Participants.

2.18        “ Employer ” means the Company and any other Commonly Controlled Entity which, pursuant to Section 13.1 of the Plan, elects to adopt the Plan.

2.19        “ Employer Contributions ” means the following payments made from time to time by an Employer to the Trustee:

(a)           “ Catch-Up Contributions ” made pursuant to Section 4.4;

(b)           “ Employer Profit Sharing Contributions ” made pursuant to Section 4.1(a);

(c)           “ Employer Matching Contributions ” made pursuant to Section 4.2(a);

(d)           “ Pre-Tax Contributions ” made pursuant to Section 4.3(a);

(e)           “ Special Employer Contributions ” made pursuant to Section 4.1(c); and

(f)           “ Minimum Employer Contributions ” made pursuant to Section 12.3(a).

2.20        “ Entry Date ” means the first day on which an Eligible Employee performs an Hour of Service for an Employer.

2.21        “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

2.22        “ Forfeiture ” means the portion of a Participant’s Accrued Benefit which is forfeited as provided in Section 13.5.

2.23        “ Highly Compensated Employee ” means the individuals described below:

(a)           For any Plan Year (subject to paragraphs (b) and (c)), a Highly Compensated Employee is any Employee who:

(i)              was an Employee and at any time during the Plan Year or the preceding Plan Year was a five percent (5%) owner (as defined in Code Section 416(i)(1)) (“ 5% Owner ”) of the Company or a Commonly Controlled Entity; or

(ii)             (A) for the preceding Plan Year received Compensation in excess of $100,000 (in 2007, adjusted as determined in accordance with regulations

prescribed by the Secretary of the Treasury or his delegate pursuant to provisions of Section 4l5(d) of the Code); and (B) is in the group consisting of the top twenty percent (20%) of the total number of persons employed by the Company and Commonly Controlled Entities when ranked on the basis of Compensation paid during the preceding Plan Year; provided that, for purposes of determining the total number of persons employed by the Company and Commonly Controlled Entities, the following individuals shall be excluded:

(A)           individuals who have not completed six (6) months of service,

(B)           individuals who work less than seventeen and one-half (17-1/2) hours per week,

(C)           individuals who normally work not more than six (6) months during any year,

(D)           individuals who have not attained age 21, and

(E)           except to the extent provided in regulations, individuals who are members of a collective bargaining unit represented by a collective bargaining agent with which the Company or a Commonly Controlled Entity has or has had a bargaining agreement.

(b)           A former Employee shall be treated as a Highly Compensated Employee if such individual was a Highly Compensated Employee at the time of his Termination of Employment or at any time after attaining age 55.

(c)           For purposes of this Section 2.23, employees who are nonresident aliens and who receive no earned income (within the meaning of Section 91l(d)(2) of the Code) from the Company and Commonly Controlled Entities which constitutes income from sources within the United States (within the meaning of Section 86l(a)(3) of the Code) shall not be treated as Employees.

2.24        “ Hour of Service ”  means each hour for which an Employee is paid, or entitled to payment, by an Employer or a Commonly Controlled Entity:

(a)           for the performance of duties;

(b)           on account of a period of time during which no duties were performed; provided that, no more than 501 Hours of Service shall be credited for any single continuous period during which an Employee performs no duty, and provided that Hours of Service shall not be credited for payments made or due under a plan maintained solely for the purpose of complying with applicable worker’s compensation, unemployment compensation or disability insurance laws, or for reimbursement of medical expenses shall be excluded; and

(c)           for which back pay, irrespective of mitigation of damages, is awarded or agreed to by the Employer; provided that, no more than 501 Hours of Service shall be credited for any single continuous period of time during which the Employee did not or would not have performed duties and, provided that, the same Hours of Service have not already been credited under (a) or (b) above.

For Employees who are paid on other than an hourly basis, Hours of Service shall be credited for each payroll period of the Employee for which the Employee receives or is entitled to receive compensation according to the following chart:

The determination of Hours of Service for reasons other than the performance of duties shall be determined in accordance with the provisions of Labor Department Regulations Section 2530.200b-2(b), and Hours of Service shall be credited to computation periods in accordance with the provisions of Labor Department Regulations Section 2530.200b-2(c).

To the extent not credited above, for periods of Authorized Leave of Absence or for periods of military leave, an Employee shall be credited with a number of Hours of Service for each week of such Authorized Leave of Absence equal to the Employee’s customary work week.

Any other provision of the Plan notwithstanding the Hours of Service of an Employee of an Employer shall include the above hours prior to the acquisition of the Employer by the Company, provided such Employee is employed by the Employer on such date of acquisition.

2.25        “ Normal Retirement Date ” means the date on which a Participant attains age 65.

2.26        “ Participant ” means an Eligible Employee participating in the Plan as provided in Article III.

2.27        “ Plan ” means the Nashua Corporation Employees’ Savings Plan, as set forth herein and as from time to time amended.

2.28        “ Plan Administrator ” means the person, persons or group appointed to act as Plan Administrator under Section 9.11, and in the absence of such appointment, the Committee.

2.29        “ Plan Yea r ” means the calendar year.

2.30        “ Pre-Tax Contribution Election ” means the properly completed and executed Pre-Tax Contribution Election Form which has been filed by the Participant with the Plan as provided in Section 4.3(c) or such other method of making the election as the Committee may permit.

2.31        “ Pre-Tax Contribution Election Form ” means the form provided by the Company to Participant for the purpose of making Pre-Tax Contribution Elections pursuant to Section 4.3(c) or such other method of making such elections as the Committee may permit.

2.32        “ Qualified Joint and Survivor Annuity ” means a nontransferable annuity:

(a)           payable to the Participant for the life of the Participant with a survivor annuity payable to the Participant’s spouse for the life of the Participant’s spouse (following the death of the Participant) which is equal to fifty percent (50%) of the amount of the annuity payments which are payable to the Participant during the Participant’s life; and

(b)           in an amount which can be purchased with the Participant’s vested Accrued Benefit.

2.33        “ Qualified Survivor Annuity ” means a nontransferable annuity payable to the Participant’s spouse for the life of the surviving spouse in an amount which may be purchased with one hundred percent (100%) of the Participant’s vested Accrued Benefit following the Participant’s death.

2.34        “ Related Plan ” means any other defined contribution plan or a defined benefit plan (as defined in Section 415(k) of the Code) maintained by an Employer or a Commonly Controlled Entity, respectively called a “ Related Defined Contribution Plan ” and a “ Related Defined Benefit Plan .”

2.35        “ Required Beginning Date ” means April 1 of the calendar year following:

(a)           if the Participant is a 5% Owner of the Employer (as determined under Code Section 416(i)) at any time during the Plan Year ending with or within the calendar year in which he reaches age 70½ (“5% Owner”), the calendar year in which the Participant attains age 70½; or

(b)           if the Participant is not a 5% Owner, the later of the calendar year in which he attains age 70½ or the calendar year in which he terminates employment with the Company and all Commonly Controlled Entities.

2.36         “ Rollover Contribution ” means a rollover contribution from a qualified trust described in Code Section 402(c) (including a direct rollover described in Section 402(e)(6) of the Code) made in accordance with Section 4.6.  Effective January 1, 2002, the Plan will accept Participant rollover contributions and/or direct rollovers of distributions made after December 31, 2001 as follows:

(a)            Direct Rollover .  The Plan will accept a direct rollover of an eligible rollover distribution from:

(i)              a qualified plan described in section 401(a) or 403(a) of the Code, including after-tax employee contributions,

(ii)             an annuity contract described in section 403(b) of the Code, excluding after-tax employee contributions, and

(iii)            an eligible plan under section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state.

(b)            Participant Rollover Contribution from Other Plans .  The Plan will accept a participant contribution of an eligible rollover distribution from:

(i)              a qualified plan described in section 401(a) or 403(a) of the Code,

(ii)             an annuity contract described in section 403(b) of the Code, and

(iii)            an eligible plan under section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state.

(c)            Participant Rollover Contributions from IRAs .  The Plan will accept a Participant rollover contribution of the portion of a distribution from an individual retirement account or annuity described in section 408(a) or 408(b) of the Code that is eligible to be rolled over and would otherwise be includible in gross income.

2.37         “ Single Life Annuity ” means a nontransferable annuity payable to the Participant for the life of the Participant in an amount which may be purchased with one hundred percent (100%) of the Participant’s vested Accrued Benefit.

2.38         “ Termination of Employment ” means (a) a resignation by an Employee for any reason, (b) a dismissal of an Employee for any reason, (c) death or retirement, (d) a failure to return to work without reasonable cause, as determined by the Employer, after the conclusion of an Authorized Leave of Absence or (e) any other termination of employment.  The transfer of an Employee from employment by an Employer or a Commonly Controlled Entity to employment by another Employer or a Commonly Controlled Entity shall not be regarded as a Termination of Employment.

2.39         “ Trust ” means the trust established and maintained for the purposes of the Plan, which is administered by the Trustee in accordance with the provisions of the Trust Agreement.

2.40         “ Trust Agreement ” means the agreement between the Company and the Trustee as from time to time amended.

2.41         “ Trust Fund ” means all property, real or personal, received or held by the Trustee plus all income and gains and minus all losses, expenses, and distributions chargeable thereto.

2.43         “ Valuation Date ” means each business day.

2.44         “ W-2 Compensation ” means wages (within the meaning of Code Section 3401(a) and all other compensation paid during a Plan Year to an Employee for which the Employer is required to furnish the Employee with a written statement under Code Sections 6041(d), 6051(a)(3) and 6052 determined without regard to any rules under Section 340(a) that limit the remuneration included in wages based on the nature or location of employment or the services performed.

3.1           Participation .   Each Eligible Employee who was a Participant in the Plan on the day before the Effective Date shall be a Participant in this Plan immediately upon the Effective Date in accordance with the terms hereof.  Each other Eligible Employee shall become a Participant on the Entry Date.

Admission to participation in the Plan shall only be made when an Eligible Employee is not on an Authorized Leave of Absence or serving with the Armed Forces of the United States.  Each Participant shall continue as such until the later of his Termination of Employment or the distribution of his entire Accrued Benefit.

3.2           Participation Upon Change of Job Status .  An Employee who is not a Participant because he is not an Eligible Employee, shall become a Participant immediately upon becoming an Eligible Employee, but not earlier than the date he would have become a Participant had he been an Eligible Employee at all times.

3.3           Participation Upon Reemployment .

(a)           An Employee who (i) has a Termination of Employment, (ii) was a Participant immediately before such Termination of Employment, and (iii) thereafter becomes an Eligible Employee shall again become a Participant immediately upon becoming an Eligible Employee.

(b)           An Employee who (i) has a Termination of Employment and, (ii) thereafter becomes an Eligible Employee, shall become a Participant on the first Entry Date coinciding with or next following the date on which the Employee becomes an Eligible Employee provided he is an Eligible Employee at such Entry Date.

4.1           Employer Contributions .

(a)            Employer Profit Sharing Contributions .  Subject to Sections 11.1, 11.2 and 11.3, for each Plan Year beginning on or after the Effective Date the Company may elect

to have the Company and the other Employers make an Employer Profit Sharing Contribution to the Trust in such amount (if any) as the Board of Directors may determine on behalf of Active Participants who are Employees of an Employer; provided ,  however , that in no event shall the Company or another Employer contribute an amount for any Plan Year greater than the maximum amount deductible from income by the Company or such other Employer under the provisions of the Code.  In any Plan Year in which the Company elects to have an Employer Profit Sharing Contribution made, each Employer shall contribute a fractional portion of the Employer Profit Sharing Contribution in an amount equal to the total Employer Profit Sharing Contribution multiplied by a fraction, the numerator of which is the total Compensation paid by such Employer for such Plan Year to Active Participants, and the denominator of which is the total Compensation paid to all Active Participants for the Plan Year by all Employers.

(b)            Deadline for Employer Profit Sharing Contributions .  The Employer Profit Sharing Contributions for each Plan Year beginning on or after the Effective Date shall be delivered to the Trustee on or before the due date (including extensions thereof) for the filing of the federal income tax return of the Company for the tax year within which or during which the last day of such Plan Year occurs.  If the Company or any other Employer makes an Employer Profit Sharing Contribution to the Plan for a Plan Year prior to the end of a Plan Year, the contributions shall be held in a separate suspense account until allocated pursuant to Section 6.1.

(c)            Special Employer Contributions .  For each Plan Year beginning on or after the Effective Date, the Company may, on or before the due date (including extensions) for filing the Company’s federal income tax return for such Plan Year, elect to have the Company and the other Employers make a Special Employer Contribution to the Trust in such amount (if any) as the Board of Directors may determine.  In any Plan Year in which the Company elects to have such a Special Employer Contribution made, each Employer shall contribute a fractional portion of the Special Employer Contribution in an amount equal to the total Special Employer Contribution multiplied by a fraction, the numerator of which is the Compensation for such Plan Year paid by the Employer to non-Highly Compensated Employees who are Active Participants, and the denominator of which is the Compensation for the Plan Year paid to all non-Highly Compensated Employees who are Active Participants.

(d)            Deadline for Special Employer Contributions .  Special Employer Contributions for each Plan Year beginning on or after the Effective Date shall be delivered to the Trustee at such time as the Employer shall determine, but in no event later than the due date for the filing of the federal income tax return (including extensions) of the Employer for the tax year during which the last day of such Plan Year occurs.  In addition, qualified nonelective contributions and qualified matching contributions for a Plan Year must be made no later than the last day of the 12-month period immediately following the Plan Year.

4.2           Employer Matching Contributions .

(a)            Employer Matching Contributions .  Subject to Sections 11.1, 11.2 and 11.3, for each payroll period during each Plan Year beginning on or after the Effective Date each Employer shall contribute an amount equal to fifty percent (50%), (or such higher or lower percentage as the Board of Directors may determine and announce to Participants prior to the beginning of a Plan Year), of the Pre-Tax Contributions made pursuant to Section 4.3(a) for the payroll period on behalf of each Active Participant who is employed by the Employer; provided ,  however , the amount of such Active Participant’s Pre-Tax Contributions taken into account under this Section for any payroll period shall not exceed seven percent (7%) of such Active Participant’s Compensation for the payroll period (or such higher or lower percentage as the Board may determine and announce to Participants prior to the beginning of a Plan Year) and further provided with respect to any Active Participant who is an Eligible Employee employed by an Employer on the last day of the Plan Year, the Employer shall contribute an additional amount, if any, so that the Active Participant’s aggregate matching contribution for the Plan Year equals fifty percent (50%) (or such higher or lower percentage as the Board may determine and announce to Participants prior to the beginning of a Plan Year) of such Active Participant’s Pre-Tax Contributions not in excess of seven percent (7%) of such Active Participant’s Compensation for the Plan Year (or such higher or lower percentage as the Board may determine and announce to Participants prior to the beginning of a Plan Year).

The preceding notwithstanding, the Employer Matching Contribution, if any, on behalf of Active Participants who are members of a collective bargaining unit represented by a collective bargaining agent with which the Employer has or has had a bargaining agreement which requires that members of the collective bargaining unit participate in the Plan, shall be determined under the terms of the collective bargaining agreement.

(b)            Deadline for Contributions .  Employer Matching Contributions for each Plan Year beginning on or after the Effective Date may be delivered to the Trustee any time during the Plan Year or after the end of the Plan Year but not later than the due date for the filing of the federal income tax return (including any extensions) of the Employer for the tax year during which the last day of such Plan Year occurs.

4.3           Pre-Tax Contributions .

(a)            Pre-Tax Contributions .  Each Active Participant shall have his Compensation reduced for each Plan Year beginning on or after the Effective Date by the amount (if any) specified in his Pre-Tax Contribution Election.  Each Employer shall contribute to the Trust, as Pre-Tax Contributions on behalf of each Active Participant employed by the Employer, the amount specified in his Pre-Tax Contribution Election.  A Participant’s Pre-Tax Contribution Election, if any, shall be made by written authorization (or such other method as the Committee may permit) and shall equal a minimum of one percent (1%) up to a maximum of one hundred percent (100%) (or such higher or lower percent as determined by the Committee) of his Compensation (in

increments of one percent (1%)) in accordance with such rules as the Committee shall from time to time specify; provided that:

(i)              no Pre-Tax Contribution shall exceed an amount which may from time to time be established by the Committee or a pro rata portion of said amount for any partial calendar year of contributions;

(ii)             any Participant who has defaulted on a loan made under the Plan (excluding loans originally made under the Rittenhouse Employees’ Profit Sharing Plan) shall not be permitted to make any Pre-Tax Contributions to the Plan for a period of 12 months from the date the loan is deemed to be in default as provided in Section 8.12; and

(iii)            in no event shall the amount of the Pre-Tax Contribution exceed the amount of cash remuneration otherwise payable to a Participant determined after giving effect to all other applicable deductions and withholdings, including, without limitation, loan repayments, FICA and any other applicable tax withholding (determined after giving effect to the Participant’s Pre-Tax Contributions Election), garnishment of wages and any applicable premiums or contributions for welfare benefits.

(b)            Deadline for Pre-Tax Contributions .  Each Employer shall contribute the Pre-Tax Contributions to the Trustee as soon as such contributions can reasonably be segregated from the general assets of the Employer, but in any event within fifteen (15) business days after the end of the month for which the Compensation to which such contributions relate is paid.

(c)            Pre-Tax Contribution Elections .  A Participant may make, change or revoke a Pre-Tax Contribution Election, provided that a Pre-Tax Contribution Election or a change or revocation shall apply solely to Compensation not payable as of the date of such election, change or revocation.  An election or change in a Participant’s Pre-Tax Contribution Election shall be made and shall be effective at such time as determined by the Committee.  A revocation of a Participant’s Pre-Tax Contribution Election may be made at any time and shall be effective as soon as practicable after it is made or at such later date as the Participant shall specify.  The Pre-Tax Contribution Election by the Participant shall continue in effect, notwithstanding any change in Compensation, until such Participant shall change such Pre-Tax Contribution Election or until he shall cease to be a Participant.

4.4           Catch-Up Contributions .

(a)            Catch-Up Contributions .  Effective for Plan Years beginning on or after January 1, 2002, all employees who are eligible to make Pre-Tax Contributions under this Plan and who have attained age 50 before the close of the Plan Year shall be eligible to make Catch-Up Contributions in accordance with, and subject to the limitations of, Code Section 414(v).  Such 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 Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416, as applicable, by reason of the making of such Catch-Up Contributions.  Employer Matching Contributions will not apply to Catch-Up Contributions.

(b)            Deadline for Catch-Up Contributions .  Each Employer shall contribute the Catch-Up Contributions to the Trustee as soon as such contributions can reasonably be segregated from the general assets of the Employer, but in any event within fifteen (15) business days after the end of the month for which the Compensation to which such contributions relate is paid.

4.5           Prevented Contributions .  Notwithstanding the provisions of Sections 4.1, 4.2, 4.3 and 4.4, no Employer shall make any contribution for any Plan Year in excess of the maximum amount deductible from income by the Employer for the Plan Year under the provisions of the Code.

4.6           Rollover Contributions .  Notwithstanding the provisions of Section 3.1, the Committee may, at the request of an Eligible Employee, direct the Trustee to accept a cash Rollover Contribution to the Plan for such Eligible Employee provided the Committee reasonably anticipates he will meet the requirements of Section 3.1, to be held in the Rollover Contribution Account for such person, regardless of whether he has fulfilled the requirements for participation under Section 3.1.  For purposes of this Section, a Rollover Contribution includes a direct transfer of an eligible rollover contribution within the meaning of Section 401(a)(31) of the Code.  Prior to the acceptance of a Rollover Contribution, the Committee may require the submission of evidence so that it may be reasonably satisfied that such Rollover Contribution qualifies as a Rollover Contribution.  If the Committee shall determine subsequent to any Rollover Contribution that such contribution did not in fact constitute a qualified Rollover Contribution, the amount of his Rollover Contribution Account shall be returned to the Employee or Participant.  An Eligible Employee making a Rollover Contribution who is otherwise ineligible to be a Participant shall be a Participant solely for the purpose of making and withdrawing such contributions until he meets the other requirements for participation in the Plan.

All Rollover Contributions are fully vested and nonforfeitable.

4.7           Determination and Amount of Employer Contributions .  The Board of Directors or its designee shall determine and shall certify to the Trustee the amount of any contribution to be made by each Employer hereunder.  In making such determination, the Board of Directors or its designee shall be entitled to rely upon the estimates of Compensation made by the chief accounting officer of the Employer.  Such determination shall be binding on all Participants, the Trustee, and the Employer.  Under no circumstances shall any Participant or Beneficiary have any right to examine the books and records of any Employer.

Employer Contributions shall be made in cash or to the extent permitted under federal law in other property (real or personal) provided that any noncash Employer Contribution shall be valued at fair market value at the time it is delivered to the Trustee.

5.1           Order of Application of the Restrictions on Certain Contributions .  Sections 5.2, 5.3, 5.4, 5.5, and 5.6 shall be applied in sequential order to contributions under the Plan.

5.2           Restrictions on Pre-Tax Contributions .  Notwithstanding the provisions of Section 4.3, no participant shall be permitted to have elective deferrals made under this Plan, or any other qualified plan maintained by the Employer during any taxable year, that exceed either the maximum dollar amount permitted under Section 402(g) of the Code as set forth in subparagraphs (a) and (b) of this Section (except to the extent permitted under Section 4.4 and Code Section 414(v), if applicable) or the amounts permitted under the non-discrimination rules of Section 401(k) of the Code as set forth in Section 5.3 and in Section 5.5:

(a)            Deferral Limits .  Notwithstanding anything in Section 4.3 to the contrary, (1) an Active Participant’s Pre-Tax Contributions under the Plan (including any Employer Matching Contributions treated as elective deferrals), and his elective contributions excluded from the Participant’s gross income under any Related Plan for any calendar year shall not exceed $15,500 (in 2007, adjusted in subsequent years as determined in accordance with regulations prescribed by the Secretary of Treasury or his delegate); and (2) the Committee may, in its discretion, limit the periodic amount of Pre-Tax Contributions for Active Participants to a pro rata portion of such annual limit with such rounding and other administratively desirable provisions as it from time to time deems appropriate.

(b)            Aggregate Deferral .  If for any calendar year, the Participant notifies the Committee in writing prior to March 1 (or such later date as the Committee permits, but no later than April 15) of the succeeding calendar year that the sum of (1) the Participant’s Pre-Tax Contributions (including any Employer Matching Contributions treated as elective deferrals), (2) any elective deferrals (as defined in Section 402(g) of the Code) under a Related Plan, and (3) other elective deferrals (as defined in Section 402(g) of the Code) exceeds $15,500 (in 2007, adjusted in subsequent years as determined in accordance with regulations prescribed by the Secretary of Treasury or his delegate, and increased in accordance with the provisions of Sections 402(g)(4) and 402(g)(8) of the Code as applicable), then the Committee shall, not later than the April 15 following the receipt of such notice, distribute to the Participant all or such portion of the Participant’s Pre-Tax Contributions (by first distributing unmatched Pre-Tax Contributions then matched Pre-Tax Contributions) for such calendar year as requested in writing, but no more than the amount necessary to eliminate the excess.  A Participant is deemed to have notified the Committee of his excess deferrals to the extent that such Participant has excess deferrals for the calendar year calculated by only taking into account the amounts described in subparagraphs 5.2(b)(1) and (2).  Any income allocable to such excess amount, determined under Section 5.2(c), shall also be distributed.  Any Employer Matching Contributions (including any income allocable thereto determined under Section 5.2(c)) made with respect to such distributed matched Pre-Tax Contributions, shall be forfeited and allocated to the Employer Matching Contribution

Account of each Active Participant, including the Active Participant from whose Account such contribution has been forfeited, in the same proportion that the amount of such Active Participant’s Employer Matching Contribution bears to the total amount of Employer Matching Contributions of all Active Participants for the Plan Year which begins in such calendar year after giving effect to the forfeitures prescribed by this sentence.

(c)            Allocation of Income .  Income for a completed calendar year shall be allocated to and distributed with any amounts distributed to a Participant.  The amount of income for a completed calendar year shall equal the net income for the calendar year allocable to a Participant’s Pre-Tax Account multiplied by a fraction, the numerator of which is the amount of Pre-Tax Contributions so distributed and the denominator of which is the balance of such Account as of the last day of the calendar year (prior to distribution of any Pre-Tax Contribution for such calendar year and prior to allocation of income, gains, losses and expenses thereto).  No income shall be distributed for the period between the end of a calendar year and the date of a distribution.

5.3           401(k) Discrimination Limits .

(a)            Limits on Deferral Percentages .  For any Plan Year, Section 401(k)(3) Contributions, as defined below, shall in all events be caused to comply with the requirements of Section 401(k)(3) of the Code.  The requirements of Section 401(k)(3) of the Code are as follows:

(i)              either the excess of the actual deferral percentage (as defined below) for the Plan Year of Active Participants who are Highly Compensated Employees over the actual deferral percentage for the Plan Year of Active Participants who were non-Highly Compensated Employees is not more than two (2) percentage points, and the actual deferral percentage for the Plan Year for Active Participants who are Highly Compensated Employees is not more than the actual deferral percentage for the Plan Year of Participants who were non-Highly Compensated Employees multiplied by two (2), or

(ii)              the actual deferral percentage for the Plan Year of the Active Participants who are Highly Compensated Employees is not more than the actual deferral percentage for the Plan Year of Active Participants who were non-Highly Compensated Employees multiplied by 1.25.

(b)            Contributions .  “Section 401(k)(3) Contributions” include Pre-Tax Contributions and, at the Committee’s election, all or any portion of the Special Employer Contributions, or the matching contributions (as defined in Section 401(m)(4)(A) of the Code) and/or qualified non-elective contributions (as defined in Section 401(m)(4)(C) of the Code) made under any Related Plan to the extent permitted in applicable regulations and to the extent the Committee separately accounts therefor (including separate accounting for income, gains, losses, withdrawals, and other credits or charges).

(c)            Actual Deferral Percentage .  The actual deferral percentage for a specified group of Employees for a Plan Year shall be the average of the ratios (calculated separately for each Employee in such group) of the amount of Section 401(k)(3) Contributions actually made on behalf of each such Employee for such Plan Year (excluding excess deferrals of non-Highly Compensated Employees to the Plan or any Related Plan) divided by the Employee’s Compensation.  Such ratios and the actual deferral percentage for each group shall be calculated to the nearest one-hundredth of one percent.

(d)            Limits on Section 401(k)(3) Contributions .

(i)              The Committee may establish, from time to time, such rules, restrictions, and limitations as it may deem appropriate to insure that Section 401(k)(3) Contributions made to the Plan satisfy the requirement of Section 401(k)(3) of the Code as set forth herein.  If the Committee determines that it is necessary or desirable, the Committee may reduce or completely disallow Pre-Tax Contributions or Employer Matching Contributions for Highly Compensated Employees, including Pre-Tax Contributions or Employer Matching Contributions already made to the Plan for that Plan Year, as provided in Exhibit I.

(ii)              The Committee shall, after the close of the Plan Year, and no later than 12 months following the close of the Plan Year in which the reduced Pre-Tax Contributions were deferred or the reduced Employer Matching Contributions arose, distribute the amount of the Pre-Tax Contributions reduced (reduced by the amount of any excess deferrals distributed in accordance with Section 5.2(b)), including any income earned on such amounts (determined under Section 5.3(f)), to the Highly Compensated Employees on whose behalf such contributions were made.  Any Employer Matching Contributions reduced (including any income earned on such amounts, determined under Section 5.3(f)), shall be forfeited and allocated to each Employee who is not a Highly Compensated Employee in the same proportion that the amount of such Employee’s Employer Matching Contributions for the Plan Year bears to the total amount of Employer Matching Contributions of all such Employees who are not Highly Compensated Employees for the Plan Year.

(e)            Aggregation Rules .  Notwithstanding the foregoing provisions in this Section 5.3, if a Related Plan which contains a cash or deferred arrangement and the Plan are treated as one plan for purposes of Section 401(a)(4) or 4l0(b) of the Code, such plans shall be treated as one arrangement under this Section 5.3, and further provided that if a Highly Compensated Employee is a participant under a cash or deferred arrangement under the Plan and a Related Plan, such plans shall be tested using the same methodology and treated as one arrangement for purposes of determining the actual deferral percentage for such participant.

(f)            Allocation of Income .  Income for a completed Plan Year shall be allocated to and distributed with any amounts distributed to a Participant.  The amount of

income for a completed Plan Year shall equal the net income for the Plan Year allocable to each of a Participant’s respective Accounts to which his Section 401(k)(3) Contributions for the Plan Year are allocated prior to distribution of any excess contributions, multiplied by a fraction, the numerator of which is the amount of Pre-Tax Contributions so distributed and the denominator of which is the total of such Account balance as of the last day of the Plan Year (prior to distribution of any excess contribution for such Plan Year and prior to allocation of income, gains, losses and expenses thereto).  No income shall be distributed for the period between the end of a Plan Year and the date of a distribution.

(g)            Separate Groups .  The nondiscrimination rules described in this Section 5.3 shall be applied separately with respect to the group of Eligible Employees who are members of a collective bargaining unit represented by a collective bargaining agent with which an Employer has or has had a bargaining agreement and with respect to the group of Eligible Employees who are not members of a collective bargaining unit represented by a collective bargaining agent with which the Employer has or has had a bargaining agreement.

5.4           Restrictions on Employer Matching Contributions .

(a)            Limits on Contribution Percentages .  For any Plan Year, Section 401(m) Contributions, as defined below, shall in all events be caused to comply with the requirements of Section 401(m) of the Code.  The requirements of Section 401(m) of the Code are as follows:

(i)               either the excess of the average contribution percentage (as defined below) for the Plan Year of the group of Active Participants who are Highly Compensated Employees over the average contribution percentage for the Plan Year of all Active Participants who were non-Highly Compensated Employees is not more than two (2) percentage points, and the average contribution percentage for the Plan Year of the group of Active Participants who are Highly Compensated Employees is not more than the average contribution percentage for the Plan Year of all Participants who were Non-Highly Compensated Employees multiplied by two (2), or

(ii)              the average contribution percentage for the Plan Year of Active Participants who are Highly Compensated Employees is not more than the average contribution percentage for the Plan Year of all Active Participants who were non-Highly Compensated Employees multiplied by 1.25.

(b)            Contributions .  “ Section 401(m) Contributions ” include Employer Matching Contributions and, at the Committee’s election, (1) all or any portion of the Special Employer Contributions, or the qualified non-elective contributions (as defined in Section 401(m)(4)(C) of the Code) made under any Related Plan and (2) all or any portion of the Pre-Tax Contributions or elective deferrals (as defined in Section 402(g) of the Code) made under any Related Plan to the extent permitted in applicable regulations

and to the extent the Committee separately accounts therefor (including separate accounting for income, gains, losses, withdrawals, and other credits or charges).

(c)            Average Contribution Percentage .  The average contribution percentage for a specified group of Employees for a Plan Year shall be the average of the ratios (calculated separately for each Employee in such group) of the amount of Section 401(m) Contributions actually paid over to the Plan on behalf of each employee divided by the Employee’s Compensation.  Such ratios and the average Contribution percentage for each group shall be calculated to the nearest one-hundredth of one percent.

(d)            Limits on Section 401(m) Contributions .

(i)              The Committee may establish, from time to time, such rules, restrictions and limitations as it may deem appropriate to insure that Section 401(m) Contributions made to the Plan satisfy the requirements of Section 401(m) of the Code set forth herein.  If the Committee determines that it is necessary or desirable, the Committee may reduce or disallow Employer Matching Contributions or Pre-Tax Contributions for such Highly Compensated Employees, including Employer Matching Contributions or Pre-Tax Contributions already made for that Plan Year, as provided in Exhibit II.

(ii)             The Committee shall, after the close of the Plan Year, and no later than 12 months following the close of the Plan Year in which the reduced Pre-Tax Contributions were deferred or the reduced Employer Matching Contributions arose, distribute the amount of such contributions, including any income earned on such amounts (determined under Section 5.4(f)), to the Highly Compensated Employees on whose behalf such contributions were made.

(e)               Aggregation .  Notwithstanding any provision in this Section 5.4 to the contrary, if a Related Plan to which matching contributions and employee contributions are made and the Plan are treated as one plan for purposes of Code Section 401(a)(4) or Code Section 410(b), such plans shall be treated as one arrangement under this Section, if a Highly Compensated Employee is a participant under any Related Plan to which matching contributions and employee contributions are made, such plan and the Plan shall be tested using the same methodology and treated as one arrangement for purposes of determining the average contribution percentage of such Highly Compensated Employee.

(f)            Allocation of Income .  Income for a completed Plan Year shall be allocated to and distributed with any amounts distributed to a Participant.  The amount of income for a completed Plan Year shall equal the net income for the Plan Year allocable to each of a Participant’s respective Accounts to which his Section 401(m) Contributions for the Plan Year are allocated prior to distribution of any excess contributions, multiplied by a fraction, the numerator of which is the amount of Pre-Tax Contributions and Employer Matching Contributions so distributed and the denominator of which is the total of such Account balances as of the last day of the Plan Year (prior to distribution of any excess contribution for such Plan Year and prior to allocation of income, gains,

losses and expenses thereto).  No income shall be distributed for the period between the end of a Plan Year and the date of a distribution.

(g)            Separate Groups .  The nondiscrimination rules described in this Section 5.4 shall be applied only with respect to the group of Eligible Employees who are not members of a collective bargaining unit represented by a collective bargaining agent with which the Employer has or has had a bargaining agreement.

5.5           Multiple Use of Section 5.3 and Section 5.4 .  The multiple use test described in Treasury Regulation section 1.401(m)-2 and in Section 5.5 of the prior restatement of the Plan that was generally effective January 1, 2001 does not apply for Plan Years beginning after December 31, 2001.

5.6           Limitations on Contributions .

(a)            Limitations on Contributions .  Any of the provisions herein to the contrary notwithstanding, a Participant’s Annual Additions (as defined in Section 5.6(b)(i) below) for any Plan Year shall not exceed his Maximum Annual Additions (as defined in Section 5.6(b)(ii) below) for the Plan Year.  If a Participant’s Annual Additions exceed his Maximum Annual Additions, the Participant’s Annual Additions for the Plan Year shall be reduced according to Section 5.6(c) by the amount necessary to eliminate such excess (the “ Annual Excess ”).

(b)            Definitions .

(i)                “ Annual Additions ” of a Participant for a Plan Year means the sum of the following:

(A)           Employer Profit Sharing Contributions, Minimum Employer Contributions and Forfeitures (relating to Employer Contribution Accounts) for the Plan Year allocated to his Employer Contribution Account,

(B)           Employer Matching Contributions (including Forfeitures other than those related to the Employer Contribution Accounts) for the Plan Year allocated to his Employer Matching Contribution Account,

(C)           Pre-Tax Contributions for the Plan Year allocated to his Pre-Tax Contribution Account,

(D)           Special Employer Contributions allocated to his Pre-Tax Contribution Account,

(E)           all employer contributions and forfeitures for such Plan Year allocated to such Participant’s accounts for such Plan Year under any Related Defined Contribution Plan,

(F)           the amount of nondeductible employee contributions under any Related Plan made by the Participant during the Plan Year, and

(G)           solely for purposes of the limit described in Section 5.6(b)(ii)(B), contributions allocated to any individual medical account established for the Participant, which is part of a Related Defined Benefit Plan, as provided in Code Section 415(1) and any amount attributable to post-retirement medical benefits allocated to an account, established under Code Section 419A(d)(1), for the Participant.

Rollover Contributions to the Plan shall not be included as a part of the Participant’s Annual Additions.  Employer Contributions distributed under Section 5.2 in any Plan Year shall not be included as a part of the Participant’s Annual Additions.  Employer Contributions distributed or forfeited under Sections 5.3 and 5.4 in any Plan Year shall be included as a part of the Participant’s Annual Additions.

(ii)             The “ Maximum Annual Addition ” that may be contributed or allocated to a Participant’s Account under the Plan for any Plan Year beginning on or after the Effective Date shall, except to the extent permitted under Section 4.4 and Code Section 414(v), if applicable, not exceed the lesser of (A) and (B) below:

(A)           $45,000 in 2007, as thereafter adjusted for increases in the cost-of-living under Code Section 415(d), or

(B)           100 percent of the Participant’s compensation, within the meaning of section 415(c)(3) of the Code (and as defined in Section 2.12(b) of the Plan), for the Plan Year; provided, however that the compensation limit referred to in this subsection (B) shall not apply to any contribution for medical benefits after separation from service (within the meaning of Code Sections 401(h) or 419A(f)(2)) that is otherwise treated as an Annual Addition.

(c)            Elimination of Annual Excess .  If a Participant has an Annual Excess for a Plan Year, such excess shall not be allocated to the Participant’s Accounts but shall be eliminated as follows:

(i)              The Participant’s Pre-Tax Contributions, which are not matched by the Employer pursuant to Section 4.2, and his Special Employer Contributions allocated to his Pre-Tax Contribution Account shall be reduced by first reducing his Special Employer Contributions and thereafter his unmatched Pre-Tax Contributions to the extent necessary to eliminate the Annual Excess.

(ii)             If any Annual Excess remains, the Participant’s Pre-Tax Contributions which are matched by the Employer pursuant to Section 4.2 and his Employer Matching Contributions shall be reduced in proportionate amounts to the extent necessary to eliminate the remaining Annual Excess.

(iii)            If any Annual Excess remains, the Participant’s Employer Profit Sharing Contributions and Forfeitures shall be reduced in the order stated to the extent necessary to eliminate the remaining Annual Excess.

(iv)            If any Annual Excess remains, contributions allocated to such Participant’s individual medical account, which is part of a Related Defined Benefit Plan, as provided in Code Section 415(1), and any amount attributable to post-retirement medical benefits allocated to such Participant, established under Code Section 419A(d)(1), shall be reduced in proportionate amounts to the extent necessary to eliminate the remaining Annual Excess.

Any Pre-Tax Contributions reduced or eliminated under this Section 5.6 shall be distributed to the Participant.  Any allocations of Employer Profit Sharing Contributions, Forfeitures, Employer Matching Contributions and Special Employer Contributions reduced or eliminated under this Section 5.6 shall, subject to the limits of this Section 5.6, be reallocated to the Accounts of the other Participants as of the last day of that Plan Year in the same manner as such Contributions were initially allocated.  Any Employer Profit Sharing Contributions, Forfeitures, Employer Matching Contributions and Special Employer Contributions which cannot, under the limits of this Section 5.6, be reallocated to the Accounts of other Participants in the Plan Year shall be held, subject to the limits of this Section 5.6, in a suspense account and reallocated in the subsequent Plan Year prior to making any Employer Contributions in any subsequent Plan Year.  On Plan termination any amounts held in a suspense account which, under the limits of this Section 5.6, cannot be reallocated to Participants in the Plan Year of the termination, shall be returned to the Employers in such proportions as shall be determined by the Committee.

(d)           For purposes of this Section 5.6, the standard of control for determining a Commonly Controlled Entity under Sections 414(b) and 414(c) of the Code (and thus also Related Plans) shall be deemed to be “more than 50%” rather than “at least 80%”.

6.1           Employer Profit Sharing Contributions and Forfeitures .  As of the last day of the Plan Year, Employer Profit Sharing Contributions and Forfeitures (relating to the Employer Contribution Accounts) shall be allocated to the Employer Contribution Account of each Active Participant who is an Employee of the Company (or any Employer who has adopted the Plan pursuant to Section 13.1) in an amount equal to the product of the aggregate amount of the Employer Profit Sharing Contributions and such Forfeitures multiplied by a fraction, the numerator of which is such Active Participant’s Compensation and the denominator of which is the Compensation of all Active Participants who are Employees of the Company (or of any Employer who has adopted the Plan pursuant to Section 13.1).

6.2           Special Employer Contributions .  As of the last day of the Plan Year, all Special Employer Contributions for the Plan Year shall be allocated to the Pre-Tax Contribution Account

6.3           Pre-Tax Contributions .  As of each Valuation Date, Pre-Tax Contributions made since the immediately preceding Valuation Date shall be allocated to the Pre-Tax Contribution Account of the Active Participant on whose behalf they were made.

6.4           Employer Matching Contributions .  As of each Valuation Date, all Employer Matching Contributions made since the immediately preceding Valuation Date shall be allocated to the Employer Matching Contribution Account of each Active Participant on whose behalf they were made.

7.1           Trust Agreement .  The Company and the Trustee have entered into a Trust Agreement which provides for the investment of the assets of the Plan and administration of the Trust Fund.  The Trust Agreement, as from time to time amended, shall continue in force and shall be deemed to form a part of the Plan, and any and all rights or benefits which may accrue to any person under the Plan shall be subject to all the terms and provisions of the Trust Agreement.

7.2           Selection of Trustee .  The Board of Directors shall select the Trustee in accordance with the Trust Agreement.  The subsequent resignation or removal of a Trustee and the appointment of a successor Trustee and the approval of his or its accounts shall all be accomplished in the manner provided in the Trust Agreement.

7.3           Trustee’s Duties .  The powers, duties and responsibilities of the Trustee shall be as stated in the Trust Agreement, and nothing contained in this Plan either expressly or by implication shall be deemed to impose any additional powers, duties or responsibilities upon the Trustee.  All Employer Contributions and Rollover Contributions shall be paid into the Trust, and all benefits payable under the Plan shall be paid from the Trust.  An Employer shall have no rights or claims of any nature in or to the assets of the Trust Fund except the right to require the Trustee to hold, use, apply and pay such assets held by the Trustee, in accordance with the directions of the Committee, for the exclusive benefit of the Participants and their Beneficiaries, except as otherwise provided in Sections 5.6 and 7.11.

7.4           Trust Expenses .  All clerical, legal and other expenses of the Plan and the Trust and Trustee’s fees, if any, shall be paid by the Trust except to the extent paid by an Employer.

7.5           Trust Entity .  The Trust under this Plan from its inception shall be a separate entity aside and apart from Employers or their assets.  The Trust, and the corpus and income thereof, shall in no event and in no manner whatsoever be subject to the rights or claims of any creditor of any Employer.

7.6           Separate Accounts .  The Committee, or the Trustee on the Committee’s behalf, shall maintain separate Accounts for each Participant as described in Section 2.1 hereof.  Every adjustment to a Participant’s Accounts shall be considered as having been made on the relevant Valuation Date regardless of the date of actual entry or receipt by the Trustee of Employer Contributions for a Plan Year.

7.7           Investment Funds .  A Participant’s Accounts shall be invested in the Investment Funds designated by the Committee for the investment of Participants’ Accounts.  The Committee may, from time to time, designate additional Investment Funds with such investment characteristics as it deems appropriate.  The Committee may also terminate any Investment Fund and may modify the investment characteristics of any Investment Fund as it deems appropriate.  The designation, modification or termination of any Investment Fund shall be reflected in the records of the Committee.  Notwithstanding the foregoing, Investment Funds may consist of any of the following types of Investment Funds:

(a)            Pooled Investment Funds .  Such Investment Funds providing for the pooled or commingled investment of Participants’ Accounts as the Committee shall from time to time establish, subject to such conditions and limitations as it shall impose.

(b)            Separate Investment Funds .  Such other Investment Funds (including but not limited to mutual funds or annuity contracts) as the Committee shall from time to time establish, subject to such conditions and limitations as it shall impose.

(c)            Company Stock Fund .  Such Investment Fund as the Committee shall from time to time establish providing for the investment of up to 100% of the Participant’s Accounts in qualifying employer securities (as provided in Section 407 of ERISA) of the Company except as otherwise provided by the Committee and subject to such further conditions and limitations as the Committee shall impose.

The Committee may determine in its discretion, from time to time, the portion of each Participant’s Account which shall be invested in each of the above Investment Funds, or the Committee may permit Participants subject to such conditions and limitations as the Committee shall impose, to elect the Investment Fund or Funds in which each of his Accounts shall be invested.

7.8            Trust Income .  As of each Valuation Date the fair market value of the Trust shall be determined, recorded and communicated in writing to the Committee by the Trustee.  The Trustee shall also determine the fair market value of each separate Investment Fund.  The Trustee’s determination of fair market value shall be final and conclusive on all persons.  All

Accounts under the Plan shall be adjusted as of each Valuation Date to reflect the effects of income, realized and unrealized gains and losses, and expenses applicable to the fund or funds where such Accounts are invested.  Such adjustments shall be based upon the proportion that each Account is invested in a fund as of the last preceding Valuation Date, after any reductions for distributions subsequent to such date, bears to the total of all Accounts invested in the same fund as of the last preceding Valuation Date, after reductions for any distributions subsequent to such date.  Contributions made to the Plan since the preceding Valuation Date will be credited to a Participant’s Account after adjustment for income, realized and unrealized gains and losses, and expenses, based on the period of time they were in the fund.

7.9           Segregated Accounts .  Except as provided in Section 7.7 and 8.12, the Committee shall not direct the Trustee to hold any portion of an Accrued Benefit in a separate segregated account.

7.10        Correction of Error .  In the event of an error in the adjustment of a Participant’s Account, the Committee, in its sole discretion, may correct such error by either crediting or charging the adjustment required to make such correction to or against income or as an expense of the Trust for the Plan Year in which the correction is made.  Except as provided in this Section, the accounts of other Participants shall not be readjusted on account of such error.

7.11        Right of the Employers to Trust Assets .  Except as provided in Section 5.6, the Employers shall have no right or claims of any nature in or to the Trust Fund except the right to require the Trustee to hold, use, apply, and pay such assets in its possession in accordance with the Plan for the exclusive benefit of the Participants or their Beneficiaries and for defraying the reasonable expenses of administering the Plan and Trust; provided, that:

(a)           if an Employer Contribution is conditioned upon the initial qualification of the Plan under Sections 401(a) or 401(k) of the Code and if the Plan does not so qualify, Pre-Tax Contributions conditioned on such qualification shall be distributed to the appropriate Participant and other Employer Contributions shall be returned to the appropriate Employer within one year of the denial of qualification of the Plan;

(b)           if, and to the extent that, a deduction for Employer Contributions under Section 404 of the Code is disallowed, Pre-Tax Contributions conditioned on deductibility shall be distributed to the appropriate Participant and other Employer Contributions conditioned upon deductibility shall be returned to the appropriate Employer within one year after the disallowance of the deduction; and

(c)           if, and to the extent that, an Employer Contribution is made through mistake of fact, Pre-Tax Contributions shall be distributed to the appropriate Participant and other Employer Contributions shall be returned to the appropriate Employer within one year of the payment of the contribution.

All Employer Contributions are conditioned on the Plan’s being initially qualified under Section 401(a) of the Code, all Pre-Tax Contributions are conditioned on the Plan’s being initially qualified under Section 401(k) of the Code and all Employer Contributions are conditioned upon their being deductible under Section 404 of the Code.

8.1           Payment of Benefits in General .  A Participant’s benefits under this Plan shall be payable in accordance with the provisions of this Article, on or after the Valuation Date coinciding with or next following the Participant or Beneficiary’s election or other right to commence to receive such benefits.

(a)           If a Participant has a Termination of Employment due to retirement on or after his Normal Retirement Date, Disability, or for any other reason other than death, the Participant’s vested Accrued Benefit shall be payable, in accordance with and subject to the limitations of Section 8.2.

(b)           If a Participant dies, his vested Accrued Benefit shall be payable to his surviving spouse, or to his other Beneficiary or Beneficiaries if he was not married at the time of his death or to the extent he names a Beneficiary other than his surviving spouse, in accordance with and subject to the limitations of Section 8.3.

(c)           A Participant may elect to withdraw all or any portion of his vested Accrued Benefit prior to his Termination of Employment in accordance with and subject to the limitations of Section 8.4.

(d)           If a Participant is otherwise entitled to a distribution due to retirement on or after Normal Retirement Date, Disability, death, or other Termination of Employment, the Committee shall require the immediate distribution of small vested Accrued Benefits in accordance with and subject to the limitations of Section 8.10, notwithstanding the provisions of Sections 8.2, 8.3, and 8.9.

(e)           If a Participant is entitled to a distribution, such distribution may commence less than 30 days after the notice required under Treasury Regulation Section 1.411(a)-11(c) is given to the Participant, provided that (i) the Plan Administrator clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and (ii) the Participant, after receiving the notice, affirmatively elects a distribution.

8.2           Payment of Vested Accrued Benefit on Termination of Employment.

(a)            Election of Payment .  If a Participant has a Termination of Employment for any reason other than the Participant’s death, the Trustee shall distribute to the Participant his vested Accrued Benefit at such time as the Participant, in writing, shall elect.

(b)            Form of Payment for Distributions Commencing at least 90 days after Notice .  Effective on and after December 22, 2001, a Participant’s vested Accrued Benefit shall be paid to the Participant only in the form of a single lump sum payment;

provided ,  however , that this provision shall not apply (and the provisions of Section 8.2(c) shall apply) with respect to the vested Accrued Benefit of any Participant who was eligible for and elected to receive a distribution commencing earlier than the earliest of (i) the 90 th day after the Participant has been furnished a summary of the foregoing provision or (ii) January 1, 2003.

(c)            Form of Payment for Distributions Commencing Prior to 90 days after Notice .  If Section 8.2(b) does not apply with respect to the distribution of a Participant’s vested Accrued Benefit, the Participant’s vested Accrued Benefit shall be distributed (as elected by the Participant) in the form of one (1) lump sum, partial lump sums, installments or in the form of a nontransferable annuity contract; provided ,  however , that a Participant who has a Termination of Employment for reasons other than retirement on or after his Normal Retirement Date, Disability, or death, shall not be entitled to elect installment payments commencing before his Normal Retirement Date; and further provided that a Participant who has a Termination of Employment prior to age 55 shall not be eligible to elect partial lump sum payments.  If a Participant elects to receive his vested Accrued Benefit in the form of a nontransferable annuity contract, the method, form, valuation and timing of the distribution shall be determined in accordance with Section 8.14.  If a Participant is eligible for and elects installment payments, the following provisions shall apply:

(i)              Installment payments shall be payable at least annually, over a period certain not in excess of the life expectancy of the Participant or the joint and last survivor life expectancy of the Participant and his Beneficiary nor shall such period be longe