GUARANTY FINANCIAL GROUP INC. SAVINGS AND RETIREMENT PLAN

Employee Benefits Plan Agreement

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Guaranty Financial Group Inc

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Title: GUARANTY FINANCIAL GROUP INC. SAVINGS AND RETIREMENT PLAN
Date: 2/29/2008

Exhibit 10.4

GUARANTY FINANCIAL GROUP INC. SAVINGS AND RETIREMENT PLAN

(As amended and restated effective January 1, 2008)

TABLE OF CONTENTS


ARTICLE 1 DEFINITIONS			4
	1.1	“Accounts”	4
	1.2	“Account Balance”	4
	1.3	“Active Funds”	4
	1.4	“Actual Deferral Percentage”	4
	1.5	“Affiliate Plan”	5
	1.6	“After Tax Contributions”	5
	1.7	“After Tax Contributions Account”	5
	1.8	“Approved Absence”	5
	1.9	“Automatic Contribution Arrangement”	6
	1.10	“Automatic Contribution Employee”	6
	1.11	“Automatic Contribution Participant”	6
	1.12	“Automatic Increase Participant”	6
	1.13	“Average Contribution Percentage” means	6
	1.14	“Before Tax Contributions”	7
	1.15	“Before Tax Contributions Account”	7
	1.16	“Borrower”	8
	1.17	“Code”	8
	1.18	“Common Stock”	8
	1.19	“Common Stock Fund”	8
	1.20	“Company”	8
	1.21	“Company Retirement Contributions”	8
	1.22	“Company Retirement Contributions Account”	8
	1.23	“Compensation”	8
	1.24	“Contributing Participant”	9
	1.25	“Distribution Event”	9


1.26	“Eligible Borrower”	9
1.27	“Eligible Employee”	9
1.28	“Employee”	10
1.29	“Employee Matters Agreement”	10
1.30	“Employer”	10
1.31	“Employer Matching Contributions”	10
1.32	“Employer Matching Contributions Account”	10
1.33	“ERISA”	10
1.34	“Forestar”	10
1.35	“Forestar Common Stock”	10
1.36	“Forestar Plan”	10
1.37	“Forestar Stock Fund”	10
1.38	“Funds”	10
1.39	“Group”	11
1.40	“Guaranty Common Stock”	11
1.41	“Guaranty Stock Fund”	11
1.42	“Highly Compensated Employee”	11
1.43	“Hour of Service”	11
1.44	“Inactive Participant”	12
1.45	“Investment Committee”	12
1.46	“Loan”	12
1.47	“Merged Plan”	12
1.48	“Merger Date”	12
1.49	“Months of Participation”	12
1.50	“Non-Highly Compensated Employee”	13
1.51	“Non-Residential Loan”	13
1.52	“Notice”	13
1.53	“One Year Break in Service”	13


1.54	“Participant”	13
1.55	“Participant Loan Subaccount”	13
1.56	“Period of Separation”	13
1.57	“Period of Service”	14
1.58	“Period of Severance”	17
1.59	“Plan”	17
1.60	“Plan Administrator”	17
1.61	“Plan Year”	17
1.62	“Profit Sharing Contributions”	17
1.63	“Profit Sharing Contributions Account”	17
1.64	“Qualified Nonelective Contributions”	17
1.65	“Qualified Nonelective Contributions Account”	17
1.66	“Required Beginning Date”	17
1.67	“Residential Loan”	18
1.68	“Rollover Account”	18
1.69	“Rollover Contributions”	18
1.70	“Section 414(n) Leased Employee”	18
1.71	“Section 414 Compensation”	18
1.72	“Section 415 Compensation”	19
1.73	“Severance from Service Date”	20
1.74	“Stock Fund”	20
1.75	“Subaccounts”	20
1.76	“Temple-Inland Common Stock”	20
1.77	“Temple-Inland Savings Plan”	20
1.78	“Temple-Inland Stock Fund”	20
1.79	“Trust Agreement”	20
1.80	“Trust Fund”	21
1.81	“Trustee”	21

iii


	1.82	“Valuation Date”	21
ARTICLE 2 ELIGIBILITY AND PARTICIPATION			21
	2.1	Participation.	21
	2.2	Enrollment as a Contributing Participant.	23
	2.3	No Participation by Non-Covered Employees.	25
ARTICLE 3 PARTICIPANT CONTRIBUTIONS			25
	3.1	Before Tax Contributions.	25
	3.2	Suspension of Contributions.	25
	3.3	Changes in Contribution Elections.	26
	3.4	Payment of Contributions.	26
	3.5	No Make-Up of Contributions.	26
	3.6	Limitations on Before Tax Contributions.	26
	3.7	Rollovers.	30
ARTICLE 4 EMPLOYER CONTRIBUTIONS			30
	4.1	Matching Contributions.	30
	4.2	Profit Sharing Contributions.	32
	4.3	Qualified Nonelective Contributions.	32
	4.4	Reinstatement of Forfeited Account Balances; Payment of Administrative Expenses.	33
	4.5	Limitations on Contributions.	33
	4.6	Limitations on After Tax Contributions and Employer Matching Contributions.	33
ARTICLE 5 ACCOUNTS			37
	5.1	Maintenance of Accounts.	37
	5.2	Adjustments to Accounts; Statements Provided to Participants.	37
ARTICLE 6 VESTING AND FORFEITURES			37
	6.1	Before Tax Contributions, After Tax Contributions, Qualified Nonelective Contributions and Rollover Accounts.	37
	6.2	Vesting of Company Retirement Contributions Account.	37


	6.3	Vesting of Employer Matching Contributions Account and Profit Sharing Contributions Account.	38
	6.4	Forfeitures.	40
	6.5	Determination of Period of Service.	40
ARTICLE 7 INVESTMENT OF CONTRIBUTIONS			41
	7.1	Investment Funds.	41
	7.2	Inactive Funds.	41
	7.3	Loan Fund.	42
	7.4	Investment of Employer and Participant Contributions.	42
	7.5	Change in Investment Elections.	42
	7.6	Change in Existing Investments.	43
	7.7	Voting of Stock Fund Shares (for Periods Prior to January 1, 2010).	43
	7.8	Tender or Exchange Offers (for Periods Prior to January 1, 2010).	44
	7.9	Confidentiality (for Periods Prior to January 1, 2010).	44
ARTICLE 8 WITHDRAWALS DURING EMPLOYMENT			45
	8.1	Withdrawal of After Tax Contributions.	45
	8.2	Withdrawals After Age 59 ¹ / 2 .	45
	8.3	Withdrawal of Employer Matching Contributions.	45
	8.4	Hardship Withdrawals.	45
	8.5	Withdrawal of Rollover Accounts.	48
	8.6	Withdrawals of Certain Default Before Tax Contributions.	48
	8.7	Application for Withdrawals; Processing.	48
	8.8	Limit on Number of Withdrawals.	49
	8.9	Effect of Withdrawals on Investments.	49
	8.10	Timing and Form of Payment of Withdrawals.	49
	8.11	Withdrawals Only Available to Employees.	49
ARTICLE 9 PAYMENT OF BENEFITS			49
	9.1	Distribution of Benefits Upon Occurrence of Distribution Event.	49


	9.2	Payment of Benefits by Trustee; Form of Payment.	50
	9.3	Installment Option for Certain Retiring Participants.	51
	9.4	Required Minimum Distributions.	51
	9.5	Payment to Participant’s Estate.	52
	9.6	Incapacity of Payee.	52
	9.7	Plan Administrator Determines Payee.	52
	9.8	Rollover Distributions.	52
	9.9	Distributions Pursuant to Qualified Domestic Relations Orders.	54
ARTICLE 10 LOANS			54
	10.1	Availability of Loans; Application for Loans.	54
	10.2	Terms of Loans.	55
	10.3	Events of Default.	57
	10.4	Accounting for Loans.	58
ARTICLE 11 ADMINISTRATION OF THE PLAN			58
	11.1	Authority of Plan Administrator.	58
	11.2	Claims Procedure.	59
	11.3	Financial Statements.	61
	11.4	Liability of Plan Administrator.	61
	11.5	Standard of Judicial Review of Plan Administrator Action.	61
ARTICLE 12 MANAGEMENT OF THE TRUST FUND			62
	12.1	Designation of Trustee.	62
	12.2	Plan Assets Held in Trust.	62
	12.3	Appointment of Investment Manager.	63
ARTICLE 13 AMENDMENT OF THE PLAN			64
	13.1	Amendment.	64
ARTICLE 14 DISCONTINUANCE OF THE PLAN			66
	14.1	Right To Terminate Plan.	66
	14.2	Valuation of Trust Fund upon Termination.	66


	14.3	Continuation of Trust.	66
	14.4	Plan Mergers and Transfers of Assets and Liabilities.	66
	14.5	Certain Spin-Offs and Mergers.	68
ARTICLE 15 STATEMENT OF INTENT			68
	15.1	Qualification.	68
	15.2	Section 404(c) of ERISA.	69
	15.3	Responsibility of Named Fiduciaries.	69
	15.4	Legal Rights and Liabilities.	69
ARTICLE 16 TOP-HEAVY RULES			70
	16.1	Applicability of Rules.	70
	16.2	Determination of Top-Heavy Status.	70
	16.3	Determination of Accrued Benefits.	71
	16.4	Vesting for Top-Heavy Years.	72
	16.5	Contributions for Top-Heavy Years.	72
	16.6	Certain Changes Effective January 1, 2002.	73
ARTICLE 17 GENERAL PROVISIONS			75
	17.1	Nonalienation of Benefits.	75
	17.2	No Right to Continued Employment.	75
	17.3	Rules of Construction.	76
	17.4	Appendices.	76
ARTICLE 18 LAPSED BENEFITS			76
	18.1	Notification to Participants and Beneficiaries.	76
	18.2	Reinstatement of Lapsed Benefits.	77
APPENDIX I			1
APPENDIX II			2
KNUTSON MORTGAGE CORPORATION APPENDIX			4
STOCKTON SAVINGS BANK APPENDIX			1
WESTERN CITIES MORTGAGE CORPORATION APPENDIX			1

vii


TEXAS NATIONAL AGENCY, INC. APPENDIX							1
HEMET FEDERAL SAVINGS AND LOAN ASSOCIATION APPENDIX							1
MINIMUM DISTRIBUTION APPENDIX							1

APPENDICES

viii

GUARANTY FINANCIAL GROUP INC. SAVINGS AND RETIREMENT PLAN

This Plan was originally adopted effective as of April 1, 1989 and was named the “Guaranty Savings Plan.”

Effective January 1, 1992 the Plan was re-named the “Temple-Inland Financial Services Savings and Retirement Plan” and was amended and restated to provide for participating employers to make retirement contributions to the Plan on behalf of eligible employees and to make certain other changes.

Effective as of July 1, 1993, the Temple-Inland Food Service Corporation Savings and Retirement Plan (the “Food Service Plan”) was merged into the Plan.

Effective July 1, 1993, the Plan was amended and restated to reflect the merger of the Food Service Plan into the Plan, re-name the Plan the “Temple-Inland Savings and Retirement Plan,” change the investment options available under the Plan, authorize Participants to make after tax contributions, authorize the Plan Administrator to make Plan loans to participants, and make certain other changes.

Effective December 30, 1994, the Plan was amended and restated to reflect the merger of the American Federal Bank, F.S.B. Capital Accumulation and Cap-Plus Plan into this Plan as of December 30, 1994 and to make certain other changes.

Effective as of January 1, 1995, the Plan was amended and restated to eliminate the ability of Participants to make certain hardship withdrawals.

Effective September 2, 1995 the Plan was amended to (a) authorize the contribution by Employers of “qualified nonelective contributions,” (b) provide for the treatment of Employees who are represented by United Paperworkers International Union Local 654, (c) increase the maximum amount of Employer Matching Contributions that may be credited for any Plan Year on behalf of salaried and nonunion Employees of Temple-Inland Food Service Corporation, (d) provide for three new investment fund options, and (e) make certain other changes.

Effective January 1, 1996, the Plan was amended and restated to make certain changes in response to comments made by the IRS in connection with a determination letter request filed with respect to the Plan and make certain other changes. The amendments made by such amendment and restatement were effective as of January 1, 1996, except that the amendments made to Sections 1.4, 1.14, 1.22, 1.36, 1.57, 3.6 and 4.6 as of such date were effective as of January 1, 1987.

The Plan was amended and restated effective May 1, 1997 to (a) allow cash rollover contributions to the Plan, (b) allow the Plan Administrator to provide for the use by Participants of telephonic or other means of communication to make elections, (c) make certain changes relating to the merger of other plans into this Plan, (d) incorporate prior amendments made to the Plan, and (e) make certain other changes, including changes made to reflect recent legislation. The amendments made by such amendment and restatement were effective as of May 1, 1997, except that the amendments made to the definition of “Highly Compensated Employee” and Sections 3.6 and 4.6 were effective as of January 1, 1997, the amendments made to Section 3.7 were effective April 1, 1997, the amendment of Appendix I was effective as of October 27, 1997, and the deletion of former Appendix III was effective as of April 30, 1997.

The Plan was amended and restated effective March 1, 2000 to (a) increase the maximum amount of Employer Matching Contributions that may be made hereunder on behalf of any Participant during any Plan Year, and (b) to make certain other changes. The amendments made by such amendment and restatement were, except as provided therein, effective as of March 1, 2000, except that the amendments made to Sections 2.1, 3.2, 4.2, 4.5, 7.5 and 7.6 were effective as of January 1, 2000.

The Plan was amended and restated effective December 1, 2001 to reflect changes in applicable law made by the Economic Growth and Tax Relief Reconciliation Act of 2001 and to make certain other changes. The amendments made by such amendment and restatement were effective as of December 1, 2001, except as otherwise provided therein.

The Plan was amended and restated effective September 1, 2004, to reflect changes to the Plan’s provisions relating to the Funds offered under the Plan and to make certain other changes.

The Plan was amended and restated effective January 1, 2006, to reflect changes in the Treasury Regulations under Sections 401(k) and 401(m) of the Code and to make certain other changes. The amendments made by such amendment and restatement were effective January 1, 2006, unless otherwise provided herein.

The Plan was amended and restated effective January 1, 2007, (i) to change the vesting schedule for Company Retirement Contributions from a five (5)-year cliff vesting schedule to a three (3)-year graduated vesting schedule, and (ii) to permit a non-spouse beneficiary to elect a Direct Rollover of certain distributions hereunder.

The Plan was amended effective December 1, 2007, to add Target Retirement Funds as investment funds under Article 7 hereof.

The Plan was amended and restated effective January 1, 2008 , (i) to provide for the full vesting of the Employer Matching Contributions Accounts and Company Retirement Contributions Accounts of a Participant whose employment with the Group is designated as terminating as a result of the Transformation Plan announced by Temple Inland Inc. in a press release dated February 26, 2007; (ii) to eliminate new investments in, but permit transfers out of, the Temple-Inland Stock Fund, the Guaranty Stock Fund and the Forestar Stock Fund; (iii) to provide for the liquidation the Temple-Inland Stock Fund, the Guaranty Stock Fund and the Forestar Stock Fund, effective December 31, 2009; (iv) to provide that Employer Matching Contributions and Profit Sharing Contributions made on behalf of a Participant will be invested in the same investment funds in which the Participant’s Before Tax Contributions are invested; (v) to comply with the qualified automatic contribution arrangement requirements of Sections 401(k)(13) and 401(m)(12) of the Code, (vi) to allow an Automatic Contribution Participant to withdraw certain default Before Tax Contributions; (vii) to eliminate After-Tax Contributions, (viii) to change the vesting schedule for Employer Matching Contributions from a three (3)-year graduated schedule to a two (2)-year cliff schedule to comply with the qualified automatic contribution arrangement requirements of Sections 401(k)(13) and 401(m)(12) of the Code, (ix) to change the vesting schedule for Company Retirement Contributions made for Plan Years beginning before January 1, 2008, from a three (3)-year cliff schedule to a two (2)-year cliff vesting schedule, (x) to change the name of the Plan from the “Temple-Inland Savings and Retirement Plan” to the “Guaranty Financial Group Inc. Savings and Retirement Plan,” (xi) to eliminate the mandatory cashout of the vested Accounts of a terminated Participant who has attained age sixty-five (65), and (xii) to permit a terminated Participant to commence distributions of his vested Accounts on his Required Beginning Date in periodic installment payments. The amendments made by such amendment and restatement were effective January 1, 2008, unless otherwise provided herein.

ARTICLE 1

DEFINITIONS

As used herein, the following terms shall have the following respective meanings, unless a different meaning is required by the context:

1.1 “ Accounts ” means, as applicable, a Participant’s Company Retirement Contributions Account, Before Tax Contributions Account, After Tax Contributions Account, Employer Matching Contributions Account, Qualified Nonelective Contributions Account, Profit Sharing Contributions Account, Rollover Account, and the Subaccounts maintained under such Accounts. The Plan Administrator may establish such additional Accounts and Subaccounts as it may determine in its discretion.

1.2 “ Account Balance ” means the aggregate balance of a Participant’s Accounts.

1.3 “ Active Funds ” means the investment funds listed in Section 7.1 hereof.

1.4 “ Actual Deferral Percentage ” means

(a) For each Plan Year the average of the ratios (calculated separately for each Employee) of: (i) the amount of Before Tax Contributions and Qualified Nonelective Contributions to be paid to the Plan on behalf of an Employee for that Plan Year pursuant to Sections 3.1 and 4.3 hereof, to (ii) that Employee’s Section 414 Compensation for that Plan Year.

(b) The Actual Deferral Percentage of any Employee who is a Highly Compensated Employee for a Plan Year and who is eligible to have before tax contributions allocated to his accounts under two (2) or more plans or arrangements described in Section 401(k) of the Code that are maintained by the Group shall be determined as if all such before tax contributions were made under a single plan or arrangement. If such plans or arrangements have different plan years, the Actual Deferral Percentage of the Highly Compensated Employee shall be determined by aggregating the before tax contributions made on behalf of the Highly Compensated Employee, and the compensation (using the definition of compensation set forth in the plan or arrangement being tested) received by the Highly Compensated Employee, during the plan year of the plan or arrangement being tested.

(c) If the Plan satisfies the requirements of Section 401(a)(4) or Section 410(b) of the Code only if aggregated with one (1) or more other plans or if one (1) or more other plans satisfy the requirements of Section 401(a)(4) or Section 410(b) of the Code only if aggregated with the Plan, the Actual Deferral Percentages of Employees shall be determined as if all such plans were a single plan. A plan or arrangement described in Section 401(k) of the Code may be aggregated with this Plan to satisfy the requirements of Section 410(b) of the Code only if such plan or arrangement uses the same testing method as this Plan for purposes of satisfying the actual deferral percentage test of Section 401(k) of the Code.

1.5 “ Affiliate Plan ” means a defined contribution plan (other than this Plan) that is maintained by any member of the Group and that is intended to be qualified under Section 401(a) of the Code.

1.6 “ After Tax Contributions ” means the voluntary contributions made by a Participant pursuant to Section 3.1 hereof for Plan Years beginning before January 1, 2008, which are neither deductible for federal income tax purposes nor reduce a Participant’s taxable income, plus the amount of such contributions made by a Participant to a Merged Plan that are transferred on behalf of a Participant to this Plan. No After Tax Contributions shall be made by any Participant for Plan Years beginning after December 31, 2007.

1.7 “ After Tax Contributions Account ” means the separate account maintained for each Participant who has made After Tax Contributions that accounts for the Participant’s share of the Trust Fund attributable to his After Tax Contributions.

1.8 “ Approved Absence ” means an Employee’s period of absence occurring by reason of the following events:

(a) service in the Armed Forces of the United States; provided, however, that the Employee has re-employment rights under applicable laws and complies with the requirements of such laws and is re-employed by the Group;

(b) an approved leave of absence for medical or disability reasons granted to an Employee pursuant to his Employer’s established personnel rules and policies; or

(c) any other leave of absence approved by his Employer; provided, however, that no such leave of absence shall be approved for more than six (6) months in the aggregate.

1.9 “ Automatic Contribution Arrangement ” means the automatic enrollment and contribution provisions of Sections 2.1(c) and (e), 2.2(b) and (c) and 4.1 hereof that are intended to constitute a “qualified automatic contribution arrangement” within the meaning of Treasury Regulation Section 1.401(k)-3(j)(1).

1.10 “ Automatic Contribution Employee ” means any Employee other than an Employee who has an affirmative election in effect (that remains in effect) on January 1, 2008, to (a) have Before Tax Contributions made on the Employee’s behalf in a specified percentage of Compensation, or (b) not have Before Tax Contributions made on the Employee’s behalf. An Employee shall cease to be an Automatic Contribution Employee if the Employee makes an election (that remains in effect) to (x) have Before Tax Contributions made on his behalf in a different percentage of Compensation than provided by Sections 2.2(b) and (c) hereof, or (y) not have any Before Tax Contributions made on his behalf.

1.11 “ Automatic Contribution Participant ” means an Automatic Contribution Employee who becomes a Participant pursuant to Section 2.1(c)(ii) hereof.

1.12 “ Automatic Increase Participant ” means (a) each Automatic Contribution Participant, other than an Automatic Contribution Participant who, by Notice to the Plan Administrator, makes an election (that remains in effect) not to have the automatic increases provided for by Section 2.2(c) hereof apply to the Participant, and (b) each other Participant who, by Notice to the Plan Administrator, makes an election (that remains in effect) to have Section 2.2(c) hereof apply.

1.13 “ Average Contribution Percentage ” means

(a) For each Plan Year, the average of the ratios (calculated separately for each Employee) of: (i) the sum of the employee contributions and employer matching contributions (within the meaning of Section 401(m) of the Code) under the Plan on behalf of an Employee for the relevant Plan Year, to (ii) that Employee’s Section 414 Compensation for the relevant Plan Year.

(b) The Average Contribution Percentage of any Employee who is a Highly Compensated Employee for the Plan Year and who is eligible to make employee contributions or to have matching contributions, qualified nonelective contributions or elective deferrals (as defined in Section 401(m)(4) of the Code) allocated to his account under two (2) or more plans described in

Section 401(a) of the Code or arrangements described in Section 401(k) of the Code that are maintained by the Group shall be determined as if all such contributions and deferrals were made under a single plan. If such plans or arrangements have different plan years, the Average Contribution Percentage of the Highly Compensated Employee shall be determined by aggregating such contributions and deferrals made by and/or on behalf of the Highly Compensated Employee, and the compensation (using the definition of compensation set forth in the plan or arrangement being tested) received by the Highly Compensated Employee, during the plan year of the plan or arrangement being tested.

(c) If the Plan satisfies the requirements of Section 401(a)(4) or Section 410(b) of the Code only if aggregated with one (1) or more other plans or if one (1) or more other plans satisfy the requirements of Section 401(a)(4) or Section 410(b) of the Code only if aggregated with the Plan, the Average Contribution Percentages of Employees shall be determined as if all such plans were a single plan. A plan may be aggregated with this Plan for purposes of satisfying the requirements of Section 410(b) of the Code only if such plan uses the same testing method as this Plan to satisfy the actual contribution percentage test of Section 401(m) of the Code.

(d) To the extent permitted by regulations promulgated under Section 401(m) of the Code, the Plan Administrator may elect to take into account “elective deferrals” (within the meaning of Section 401(m) of the Code) and Qualified Nonelective Contributions, in calculating the Average Contribution Percentage of Employees.

(e) To the extent prohibited by Treasury Regulation Section 1.401(m)-2(a)(5), the Plan Administrator shall not take into account disproportionate matching contributions in calculating the Average Contribution Percentage of Employees.

1.14 “ Before Tax Contributions ” means the amount of Compensation deferred by a Participant pursuant to Section 3.1 hereof on a before tax basis, plus the amount of elective deferrals (within the meaning of Section 402(g) of the Code) that are transferred on behalf of a Participant to this Plan from a Merged Plan.

1.15 “ Before Tax Contributions Account ” means the separate account maintained for each Participant who has made Before Tax Contributions that accounts for the Participant’s share of the Trust Fund attributable to his Before Tax Contributions.

1.16 “ Borrower ” means any person who has an outstanding loan under Article 10 of this Plan.

1.17 “Code” means the Internal Revenue Code of 1986, as amended, and shall also include all regulations promulgated thereunder.

1.18 “ Common Stock ” means Temple-Inland Common Stock, Guaranty Common Stock or Forestar Common Stock, as applicable.

1.19 “ Common Stock Fund ” means the Temple-Inland Stock Fund, the Guaranty Stock Fund or the Forestar Stock Fund, as applicable.

1.20 “ Company ” means TIN Inc. d/b/a Temple-Inland and any successor to such corporation by merger, purchase, or otherwise. Effective December 28, 2007, the term “Company” means the Guaranty Financial Group Inc., a Delaware Corporation, and any successor to such corporation by merger, purchase, or otherwise.

1.21 “ Company Retirement Contributions ” means contributions made by an Employer pursuant to former Section 4.1 hereof for Plan Years beginning before January 1, 2008, plus the amount of any similar contributions (as determined by the Plan Administrator) that are transferred to this Plan from a Merged Plan on behalf of a Participant. No Company Retirement Contributions shall be made by the Company for Plan Years beginning after December 31, 2007.

1.22 “ Company Retirement Contributions Account ” means the separate account for each Participant which shall account for his share of the Trust Fund attributable to Company Retirement Contributions made on his behalf.

1.23 “ Compensation ” means wages paid by an Employer to an Employee, as reported by the Employer in Box 1 on Form W-2, and elective deferrals (within the meaning of Section 402(g)(3) of the Code) under any plan sponsored by the Group, payroll reduction contributions made on a before tax basis under any cafeteria plan (within the meaning of Section 125 of the Code) or qualified transportation fringe benefit plan (within the meaning of Section 132(f) of the Code) sponsored by the Group, but excludes reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses, welfare benefits, deferred compensation, and, in the case of a Highly Compensated Employee only, stock option income and payments made with respect to performance units or restricted stock. If for any Plan Year a Participant’s Compensation exceeds the two hundred thousand dollar ($200,000) (one hundred fifty

thousand dollar ($150,000) for Plan Years beginning before January 1, 2002) limitation imposed by Section 401(a)(17) of the Code, as adjusted as provided therein, such excess amount shall not be taken into account for such Plan Year for purposes of this Section or any other provision of the Plan. Notwithstanding the foregoing, the definition of the term “Compensation” under this Section 1.23 is a safe harbor definition of compensation set forth in Treasury Regulations Section 1.414(s)-1(c)(3), as modified by Treasury Regulations Sections 1.414(s)-1(c)(4) and (5), and does not include any compensation amount that is not Section 415 Compensation.

1.24 “ Contributing Participant ” shall mean a Participant who elects to make Before Tax Contributions to the Plan pursuant to Article 3 hereof.

1.25 “ Distribution Event ” means, with respect to a Participant: (a) the Participant’s retirement, death, disability, or severance from employment (separation from service, for periods prior to January 1, 2002) with the Group; or (b) the sale or other disposition by any member of the Group to an unrelated corporation of all or substantially all of the assets used in a trade or business, but only with respect to a Participant who continues employment with the acquiring corporation and the acquiring corporation does not maintain the Plan after the disposition; (c) the sale or other disposition by any member of the Group of its interest in a subsidiary to an unrelated entity but only with respect to a Participant who continues employment with the subsidiary and the acquiring entity does not maintain the Plan after the disposition; and (d) the termination of the Plan without establishment or maintenance of an alternative defined contribution plan (as defined in Treasury Regulation Section 1.401(k) — 1(d)(4)); provided however, that the preceding clauses (b) and (c) shall not apply on and after January 1, 2002. Notwithstanding the foregoing, if a Participant has a change in job status from Employee to Section 414(n) Leased Employee, such change in job status shall not constitute a Distribution Event.

1.26 “ Eligible Borrower ” means any Participant who has an Account Balance under this Plan or any alternate payee who has a right to an Account Balance under this Plan, provided that such Participant or alternate payee is a “party in interest” (within the meaning of Section 3(14) of ERISA).

1.27 “ Eligible Employee ” means an Employee who is an active Employee on the December 31 of a Plan Year for which his Employer makes a Profit Sharing Contribution hereunder.

1.28 “ Employee ” means a person who is employed by an Employer on a salaried, salaried plus commission, commission-only or hourly basis and who is not covered by a collective bargaining agreement entered into with an Employer, unless such agreement, by specific reference to the Plan provides for coverage under the Plan.

1.29 “ Employee Matters Agreement ” means the Employee Matters Agreement by and among Temple-Inland Inc., Forestar and the Company entered into pursuant to the Transformation Plan announced by Temple Inland Inc. in a press release dated February 26, 2007.

1.30 “ Employer ” means each of the entities listed on Appendix I hereto, subject to such limitations or restrictions as to participation by employees of such entities as may be reflected on such Appendix I.

1.31 “ Employer Matching Contributions ” means the contributions made by an Employer pursuant to Section 4.1 hereof, plus the amount of any employer matching contributions (within the meaning of Section 401(m)(4) of the Code) transferred on behalf of a Participant to this Plan from a Merged Plan.

1.32 “ Employer Matching Contributions Account ” means the separate account for each Participant which shall account for his share of the Trust Fund attributable to any Employer Matching Contributions made or transferred to this Plan on his behalf.

1.33 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as now in effect or hereafter amended and shall also include all regulations promulgated thereunder.

1.34 “ Forestar ” means Forestar Real Estate Group Inc., a Delaware Corporation.

1.35 “ Forestar Common Stock ” means common stock, par value one dollar ($1.00) per share, of Forester.

1.36 “ Forestar Plan ” means the Forestar Savings and Retirement Plan maintained by Forestar.

1.37 “ Forestar Stock Fund ” means an investment fund hereunder invested in Forestar Common Stock.

1.38 “ Funds ” means the investment funds provided for by Sections 7.1 and 7.2 hereof.

1.39 “ Group ” means the Company, and any entity that is treated as a single employer together with the Company pursuant to Sections 414(b) , 414(c) or 414(m) of the Code or is required to be aggregated with the Company pursuant to regulations under Section 414(o) of the Code. For the purpose under the Plan of determining the Period of Service of a Participant, each entity shall be included in the Group only for such period or periods during which it is treated as a single employer together with the Company pursuant to Sections 414(b), 414(c) or 414(m) of the Code or is required to be aggregated with the Company pursuant to regulations under Section 414(o) of the Code, except as provided in Section 1.57 hereof.

1.40 “ Guaranty Common Stock ” means common stock, par value one dollar ($1.00) per share, of the Company.

1.41 “ Guaranty Stock Fund ” means an investment fund hereunder invested in Guaranty Common Stock.

1.42 “ Highly Compensated Employee ” means any Employee who, with respect to the Group, is described in either clauses (a) or (b) below:

(a) Was a “5-percent owner” (as described in Section 414(q) of the Code) at any time during the Plan Year or the twelve (12) month period preceding the Plan Year (the “Lookback Year”); or

(b) Received Section 415 Compensation from the Group in excess of eighty thousand dollars ($80,000) (as adjusted for cost-of-living increases) for the Lookback Year and was in the group of employees for such year consisting of the top twenty percent of employees when ranked on the basis of Section 415 Compensation during such year.

1.43 “ Hour of Service ” means

(a) An hour for which an employee is paid, or entitled to payment, for the performance of duties for any member of the Group. Such hours will be credited to the employee for the computation period in which the duties are performed; and

(b) An hour for which an employee is paid, or entitled to payment, by any member of the Group on account of a period of time during which no duties are performed (irrespective of whether

the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence. Hours under this paragraph will be calculated and credited pursuant to Section 2530.200b-2 of the Department of Labor Regulations which is incorporated herein by reference; and

(c) An hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by any member of the Group. An hour of service will not be credited both under (a) or (b), as the case may be, and under this subsection (c). Such hours will be credited to employees for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement or payment is made.

(d) Hours of service shall be credited for any individual considered to be a Section 414(n) Leased Employee.

1.44 “ Inactive Participant ” means a Participant who is employed by the Group, but who is not an Employee.

1.45 “ Investment Committee ” means the Guaranty Financial Group Inc. Investment Committee, as appointed by the Board of Directors of the Company.

1.46 “ Loan ” means a loan made pursuant to Article 10 hereof or that is treated as a Loan pursuant to Section 10.2(j) hereof

1.47 “ Merged Plan ” means a tax-qualified defined contribution plan that is merged into this Plan or from which account balances are transferred (other than pursuant to a rollover) to this Plan, in either case with the consent of the Board of Directors or Chief Executive Officer of the Company.

1.48 “ Merger Date ” means the date as of which a Merged Plan is merged into this Plan or as of which account balances are transferred to this Plan from a Merged Plan, as designated by the Plan Administrator.

1.49 “ Months of Participation ” means the number of calendar months (with partial months being counted as full months) during the period beginning on (a) the date on which an Employee provides Notice to the Plan Administrator electing to make Before Tax Contributions (or After Tax Contributions for Plan Years beginning before January 1, 2008) hereunder, or (b) in the case of an Automatic Contribution Employee, the day after the expiration of the election period set forth in Section 2.2(b)(ii) hereof, and

ending on the date the Participant ceases to be employed by any member of the Group. If the Plan Administrator determines that there are insufficient records to determine a Participant’s Months of Participation pursuant to the foregoing provisions of this Section 1.49, the Plan Administrator may determine a Participant’s Months of Participation using such methods and assumptions as it determines necessary or appropriate in its sole discretion, provided that such methods and assumptions are applied in a consistent and nondiscriminatory manner to similarly situated Participants. In the case of a Participant described in Section 1.57(b)(ii), (iv) or (xi) hereof, the Participant’s Months of Participation shall include the Participant’s “months of participation” in the Merged Plan, the Temple-Inland Savings Plan or the Forestar Plan, as applicable.

1.50 “ Non-Highly Compensated Employee ” means, with respect to a Plan Year, an Employee who is eligible to participate in the Plan pursuant to Article 2 hereof and who is not a Highly Compensated Employee.

1.51 “ Non-Residential Loan ” means any Loan that is not a Residential Loan.

1.52 “ Notice ” means a notice, application or request provided by a Participant to a designated party in such form (which may be written, telephonic, electronic, or another means of communication) as may be specified by the party to receive such Notice.

1.53 “ One Year Break in Service ” means a consecutive twelve (12) month Period of Severance during which an Employee does not perform an Hour of Service and is not on an Approved Absence.

1.54 “ Participant ” means (a) an Employee who is eligible to participate in the Plan under Article 2 hereof, and (b) except for purposes of Articles 2 (other than Section 2.1(f) and 2.3), 3, 4, 8, 9, and 16 hereof, any person on whose behalf an Account is maintained under the Plan.

1.55 “ Participant Loan Subaccount ” means the separate Subaccount maintained for each Participant who has an outstanding Loan and to which the promissory note evidencing any such Loan shall be allocated.

1.56 “ Period of Separation ” means a period of time commencing with the date a person separates from service with the Group and ending with the date that person resumes employment with the Group.

1.57 “ Period of Service ” means

(a) The period commencing on the date a person is credited with an Hour of Service after April 1, 1989, and ending on the date a Period of Severance begins, including any Period of Separation of less than twelve (12) consecutive months. The determination of a Participant’s Period of Service shall be subject to the rules set forth in Section 6.5 hereof. For purposes of determining a Participant’s Period of Service, the Severance from Service Date of a Participant who is absent from service beyond the first anniversary of the first day of absence for maternity or paternity reasons is the second anniversary of the first day of such absence. The period between the first and second anniversaries of the first day of absence from work shall be neither a Period of Service nor a Period of Severance. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence (i) by reason of the pregnancy of the individual, (ii) by reason of a birth of a child of the individual, (iii) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (iv) for purposes of caring for such child for a period beginning immediately following such birth or placement.

(b) Notwithstanding Section 1.57(a) hereof:

(i) For purposes of determining the Period of Service of an Employee who was employed by an Employer on April 1, 1989, periods of employment by (A) Guaranty Federal Savings and Loan Association, Dallas, Texas, (B) First Federal Savings and Loan Association of Austin, Austin, Texas, and (C) Delta Savings Association of Texas, Alvin, Texas, prior to April 1, 1989, shall be considered service for the Group;

(ii) The Period of Service of a Participant whose service for vesting purposes under a Merged Plan was determined on a basis other than hours of service shall include the service credited under such plan as of its Merger Date (provided that if the Merged Plan was at any time an Affiliate Plan, no duplication of credited service shall occur);

(iii) In the case of a Participant who became an Employee (A) on or about September 30, 2000 in connection with the purchase by Guaranty Business Credit Corporation of certain assets of Capital Factors, Inc., (B) on or about October 2, 2000 in connection with the purchase by Timberline Insurance Managers, Inc. of certain assets of FG Holdings, Inc., or (C) on or about January 26,

2001 in connection with the purchase by Guaranty Business Credit Corporation of certain assets of Finova Capital Corporation, periods of employment with Capital Factors, Inc., FG Holdings, Inc., or Finova Capital Corporation, as applicable, prior to the date of becoming an Employee shall be considered service for the Group for purposes of determining the Participant’s Period of Service for purposes of Section 6.2 hereof; and

(iv) The Period of Service of a Participant whose service for vesting purposes under a Merged Plan was determined based on hours of service shall consist of the following: (A) a number of years equal to the number of years of service credited to the Participant before the plan year or other computation period used for determining years of service under the Merged Plan (the “Computation Period”) during which the Merger Date occurs; (B) the greater of (I) the period of service that would be credited to the Participant under the elapsed time method for his service during the entire Computation Period in which the Merger Date occurs, or (II) the service taken into account for the Computation Period that includes the Merger Date under the hours of service method as of the Merger Date; and (C) the Period of Service credited to the Participant for service subsequent to the Merger Date commencing on the day after the last day of the Computation Period in which the Merger Date occurs.

(v) The Period of Service of a Participant who became an Employee in connection with Guaranty Residential Lending, Inc.’s purchase of the assets of Old Kent Mortgage Company from Fifth Third Bancorp of Cincinnati, Ohio, shall include periods of service credited under the Old Kent Thrift Plan.

(vi) A Participant’s Period of Service shall include the Participant’s Period of Service credited to the Participant under the Joint Venture Master 401(k) Plan maintained by TIN Inc., except to the extent that the inclusion of such service would result in a duplication of credited service with respect to any period.

(vii) For purposes of determining the Period of Service of an Employee who was hired in connection with that certain Stock Sale Agreement by and between PLM International, Inc. and Guaranty Bank that closed on or about January 1, 2000, periods of employment with American Finance Group, Inc. and/or its affiliates shall be considered Service for the Group.

(viii) For purposes of determining the Period of Service of an Employee who became employed by the Group in connection with that certain Asset Purchase Agreement by and among Guaranty Insurance Services, Inc., TCT Insurance Group, LP, TCT GP, LLC, and TCT Holdings LLP that closed as of February 1, 2004, periods of employment with TCT Insurance Group, LP and/or its affiliates shall be considered service for the Group.

(ix) For purposes of determining the Period of Service of an Employee who became employed by the Group in connection with that certain Branch Purchase and Assumption Agreement entered into on July 1, 2004 by and between Pan American Bank, FSB, United PanAm Financial Corp., and Guaranty Bank, periods of employment with Pan American Financial and/or its affiliates shall be considered service for the Group.

(x) In the case of an individual who became an Employee on or about July 1, 2007, in connection with the purchase by Guaranty Insurance Services Inc. of certain assets of Hilliard Box Insurance, periods of employment with Hilliard Box Insurance prior to the date of becoming an Employee shall be considered service for the Group for purposes of determining the Employee’s Period of Service for purposes of eligibility to receive allocations of Company Retirement Contributions hereunder.

(xi) If a Participant transferred employment to an Employer from Temple-Inland Inc., any member of the “Temple-Inland Group” (within the meaning of the Employee Matters Agreement), Forestar or any member of the “Forestar Group” (within the meaning of the Employee Matters Agreement) and such employment transfer is covered by the Employee Matters Agreement, the Participant’s Period of Service shall include the Participant’s “Period of Service” credited to the Participant under the Temple-Inland Savings Plan or the Forestar Plan, except to the extent that the inclusion of such service would result in a duplication of credited service with respect to any period.

(xii) An Employee’s Period of Service shall include prior service with a corporation or other entity acquired by any member of the Group or from which any member of the Group acquired all or a part of the assets of a trade or business to such extent as may be provided by the agreement pursuant to which the applicable member of the Group acquired such corporation, other entity, or assets of all or a part of a trade or business.

1.58 “ Period of Severance ” means a period of time commencing on a person’s Severance from Service Date and ending with the date that person resumes his employment with the Group.

1.59 “ Plan ” means the Temple-Inland Savings and Retirement Plan. Effective December 28, 2007, the term “Plan” means the Guaranty Financial Group Inc. Savings and Retirement Plan.

1.60 “ Plan Administrator ” means the individual or committee appointed by the Board of Directors or Chief Executive Officer of the Company to manage and administer the Plan as provided in Article 11 hereof. The Plan Administrator shall be a “named fiduciary” for the purposes of Section 402(a)(1) of ERISA, responsible for the administration, operation and interpretation of the Plan.

1.61 “ Plan Year ” means the calendar year commencing on January 1 and ending on the following December 31.

1.62 “ Profit Sharing Contributions ” means the discretionary profit sharing contributions, if any, made by an Employer for a Plan Year beginning on or after January 1, 2008, pursuant to Section 4.2 hereof, plus the amount of any profit sharing contributions transferred on behalf of a Participant to this Plan from a Merged Plan.

1.63 “ Profit Sharing Contributions Account ” means the separate account for each Participant which shall account for his share of the Trust Fund attributable to any Profit Sharing Contributions made or transferred to the Plan on the Participant’s behalf.

1.64 “ Qualified Nonelective Contributions ” means contributions made by an Employer pursuant to Section 4.3 hereof for Plan Years beginning before January 1, 2008, plus the amount of any qualified nonelective contributions (within the meaning of Section 401(m)(4)(c) of the Code) transferred on behalf of a Participant to this Plan from a Merged Plan. No Qualified Nonelective Contributions shall be made by the Company for Plan Years beginning after December 31, 2007.

1.65 “ Qualified Nonelective Contributions Account ” means the separate account maintained for each Participant who has been allocated Qualified Nonelective Contributions that accounts for the Participant’s share of the Trust Fund attributable to Qualified Nonelective Contributions.

1.66 “ Required Beginning Date ” means the later of (a) April 1 of the calendar year following the calendar year in which a Participant attains age 70 ¹ / 2 , or (b) in the case of a Participant who is not a five

percent (5%) owner (as defined in Section 416 of the Code) with respect to the Plan Year during which the Participant attains age 70 ¹ / 2 , April 1 of the calendar year following the calendar year in which the Participant has a severance from employment with the Group.

1.67 “ Residential Loan ” means any Loan that is used to acquire any dwelling unit that within a reasonable period of time is to be used (determined at the time the loan is made) as the principal residence of the Eligible Borrower.

1.68 “ Rollover Account ” means the separate account maintained for each Participant which shall account for his share of the Trust Fund attributable to his Rollover Contributions.

1.69 “ Rollover Contributions ” means rollover contributions made to the Plan pursuant to Section 3.7 hereof plus the amount of any rollover contributions transferred on behalf of a Participant to this Plan from a Merged Plan.

1.70 “ Section 414(n) Leased Employee ” means, any person who is not an employee of a recipient of the leased employee’s services (“recipient”) if (a) such services are provided pursuant to an agreement between the recipient and any other person (the “leasing organization”), (b) such person has performed such services for the recipient (or for the recipient and related persons) on a substantially full-time basis for a period of at least one year, and (c) such services are performed under the primary direction or control by the recipient.

1.71 “ Section 414 Compensation ” means wages paid by an Employer to an Employee, as reported by an Employer in Box 1 on Form W-2, plus elective deferrals (within the meaning of Section 402(g)(3) of the Code) under any plan sponsored by the Group and compensation reduction contributions made on a before tax basis under any cafeteria plan (within the meaning of Section 125 of the Code) or qualified transportation fringe benefit plan (within the meaning of Section 132(f) of the Code) sponsored by any member of the Group, minus any compensation amount that is not Section 415 Compensation; provided , however , that the Plan Administrator may elect to (a) use any definition of compensation permitted under Section 414(s) of the Code and the regulations thereunder for any Plan Year and/or (b) limit the compensation taken into account with respect to an Employee to that portion of the Plan Year during which the Employee was eligible to participate in the Plan. In no event may a Participant’s Section 414 Compensation exceed the two hundred thousand dollar ($200,000) (one hundred fifty thousand

dollar ($150,000) for Plan Years beginning before January 1, 2002) limitation imposed by Section 401(a)(17) of the Code, as adjusted as provided therein.

1.72 “ Section 415 Compensation ” means

(a) Wages paid to an Employee by an Employer, as reported by an Employer in Box 1 on Form W-2, plus elective deferrals (within the meaning of Section 402(g)(3) of the Code) under any plan sponsored by the Group and compensation reduction contributions made on a before tax basis under any cafeteria plan (within the meaning of Section 125 of the Code) or qualified transportation fringe benefit plan (within the meaning of Section 132(f) of the Code) sponsored by any member of the Group. Except as provided herein, Section 415 Compensation for a Plan Year is the compensation actually paid or made available during such Plan Year. In no event may a Participant’s Section 415 Compensation exceed the two hundred thousand dollar ($200,000) limitation imposed by Section 401(a)(17) of the Code, as adjusted as provided therein.

(b) For Plan Years beginning on and after January 1, 2008, the term “Section 415 Compensation” shall also include compensation paid by the later of 2 1/2 months after a Participant’s severance from employment with the Group or the end of the Plan Year that includes the date of the Participant’s severance from employment with the Group if the payment is: (i) regular compensation for services during the Participant’s regular working hours, or compensation for services outside the Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments, and absent a severance from employment, the payments would have been paid to the Participant while the Participant continued in employment with the Group; or (ii) for unused accrued bona fide sick, vacation or other leave that the Participant would have been able to use if employment with the Group had continued.

(c) Any payments not described in Sections 1.72(a) and 1.72(b) hereof shall not be considered “Section 415 Compensation” if paid after severance from employment with the Group, even if they are paid by the later of 2 1/2 months after the date of severance from employment or the end of the Plan Year that includes the date of severance from employment, except (i) payments to an individual who does not currently perform services for the Group by reason of qualified military service (within the meaning of Section 414(u)(1) of the Code) to the extent the payments do not exceed the amounts the

individual would have received if the individual had continued to perform services for the Group rather than entering qualified military service, or (ii) compensation paid to a Participant who is permanently and totally disabled (within the meaning of Section 22(e)(3) of the Code); provided that salary continuation applies to all Participants who are permanently and totally disabled for a fixed or determinable period or the Participant was not a Highly Compensated Employee immediately before becoming disabled.

1.73 “ Severance from Service Date ” means the earlier of:

(a) the date a person terminates his employment with the Group by reason of quitting, retirement, death or discharge, or

(b) the date twelve (12) consecutive months after the date a person remains absent from service with the Group (with or without pay) for any reason other than quitting, retirement, death or discharge.

1.74 “ Stock Fund ” means the Temple-Inland Stock Fund, the Guaranty Stock Fund or the Forestar Stock Fund, as applicable.

1.75 “ Subaccounts ” means the subaccounts established for each Participant that account for the investment of each Participant’s Accounts in the funds described in Sections 7.1, 7.2 and 10.4 hereof, and for such other amounts as the Plan Administrator deems it necessary or appropriate to establish a subaccount.

1.76 “ Temple-Inland Common Stock ” means common stock, par value one dollar ($1.00) per share, of Temple-Inland Inc., a Delaware Corporation.

1.77 “ Temple-Inland Savings Plan ” means the Temple-Inland Salaried Savings Plan, the Temple-Inland Nonsalaried Savings Plan, the Temple-Inland Savings Plan for Union Employees, the El Morro Corrugated Box Corporation Savings and Investment Plan or the Joint Venture Master 401(k) Plan, as applicable, each maintained by TIN Inc.

1.78 “ Temple-Inland Stock Fund ” means common stock, par value one dollar ($1.00) per share, of Temple-Inland Inc., a Delaware Corporation.

1.79 “ Trust Agreement ” means the agreement between the Company and the Trustee, as provided for in Article 12 hereof, as the same may hereafter be amended from time to time.

1.80 “ Trust Fund ” means all the assets at any time held under the Plan by the Trustee as provided for in Article 12 hereof.

1.81 “ Trustee ” means the trustee or trustees selected by the Plan Administrator which may at any time be acting as Trustee under the Trust Agreement.

1.82 “ Valuation Date ” means (a) the last day of each calendar year that the New York Stock Exchange is open for trading, and (b) except as otherwise determined by either the Plan Administrator or the Trustee in its sole discretion and either with or without prior notice to Participants, each other day (or portion thereof) that the New York Stock Exchange is open for trading.

ARTICLE 2

ELIGIBILITY AND PARTICIPATION

2.1 Participation .

(a) Each Employee who was a Participant in this Plan or the Temple-Inland Savings Plan as of December 27, 2007, and is employed by an Employer on December 28, 2007, shall be a Participant in this Plan as of December 28, 2007.

(b) Each Employee who was a Participant in this Plan as of December 31, 2007, and is employed by an Employer on January 1, 2008, shall be a Participant as of January 1, 2008.

(c) Each Employee not described in Section 2.1(b) hereof shall become a Participant as soon as practicable after the earlier of (i) the Employee’s providing Notice to the Plan Administrator pursuant to Section 2.2 hereof to elect to have Before Tax Contributions made on the Employee’s behalf in a specified percentage of Compensation, or (ii) in the case of an Automatic Contribution Employee, the expiration of thirty (30) days from the later of (A) the Employee’s most recent date of hire as an Employee, or (B) the date the notice described in Section 2.1(e) hereof is provided to the Employee, unless the Employee has elected, by Notice to the Plan Administrator, not to have Before Tax Contributions made on his behalf; provided , however , that in no event shall an Employee become a Participant unless he is an Employee as of the date he would otherwise become a Participant.

(d) Each Employee who does not become a Participant under Section 2.1(a), (b) or (c) hereof shall become a Participant as of the date on which his Employer makes a Profit Sharing Contribution, if any, on his behalf pursuant to Section 4.2 hereof.

(e) Within a reasonable period of time before each Plan Year beginning on or after January 1, 2008, the Plan Administrator shall provide each Employee a written notice of the Automatic Contribution Arrangement hereunder, which notice shall include the following information: (i) the Employee’s rights and obligations under the Automatic Contribution Arrangement, (ii) the level of Before Tax Contributions that will be made on the Employee’s behalf if the Employee does not make an affirmative election to make Before Tax Contributions, (iii) the Employee’s right to elect not to have Before Tax Contributions made on the Employee’s behalf (or to elect to have Before Tax Contributions made in a different percentage of Compensation than provided in Sections 2.2(b) and 2.2(c) hereof, (iv) how contributions made by and on the Employee’s behalf under the Automatic Contribution Arrangement will be invested in the absence of an investment election by the Employee, (v) the reasonable period of time after receipt of such notice and before the Employee’s first Before Tax Contribution for such Plan Year under the Automatic Contribution Arrangement during which the Employee may make contribution and investment elections hereunder, and (vi) the Employee’s right to withdraw Before Tax Contributions made under the Automatic Contribution Arrangement pursuant to Section 8.6 hereof, and the procedures to elect such a withdrawal.

(f) Each Participant shall (i) provide Notice to the Plan Administrator designating a beneficiary who shall receive any benefits payable pursuant to Section 9.1 hereof in the event of the death of the Participant, and (ii) agree to the terms of the Plan. A Participant may designate one or more persons as beneficiary; provided, however, that if more than one (1) person is named, the Participant shall indicate the shares and precedence of each person. A married Participant’s spouse shall be deemed to be his beneficiary regardless of any contrary designation on file or later filed with the Plan Administrator, unless the spouse consents (acknowledging the effect of such consent) to the designation of a beneficiary other than the spouse and such consent is witnessed by a notary public or the Plan Administrator. A Participant may change his beneficiary from time to time by Notice to the Plan Administrator but only with the written consent of his spouse (witnessed by the Plan Administrator or a notary public), if he has a spouse at such

time. The consent of a previously designated nonspouse beneficiary shall not be required in any case. In the event the Participant fails to effectively designate a beneficiary as to any distribution, such distribution shall be made to such deceased Participant’s spouse (as set forth above) if living, if not, then to such deceased Participant’s estate.

(g) Notwithstanding the foregoing provisions of this Section 2.1, in no event shall (i) an Employee be eligible to become a Participant in this Plan to the extent that becoming a Participant would cause any plan maintained or formerly maintained by the Group to fail to satisfy the requirements of Treasury Regulations Section 1.401(k)-1(d), or (ii) any person who is a leased employee (including a Section 414(n) Leased Employee), a consultant or any other person who is not classified by an Employer as an employee (not taking into account any retroactive reclassification of any person as an Employee) be eligible to become a Participant in this Plan.

2.2 Enrollment as a Contributing Participant.

(a) An Employee who is a Participant or who is eligible to become a Participant may elect to become a Contributing Participant by providing Notice to the Plan Administrator authorizing the deduction by his Employer of Before Tax Contributions from his Compensation and specifying the Funds in which his Before Tax Contributions and other amounts shall be invested, subject to the terms of Article 7 hereof.

(b) Notwithstanding anything herein to the contrary, an Automatic Contribution Participant shall be deemed to have elected to contribute to the Plan as Before Tax Contributions three percent (3%) of the Employee’s Compensation for the period beginning on the date on which the Participant first becomes an Automatic Contribution Participant and ending on the last day of the Plan Year next following the Plan Year in which the Participant first becomes an Automatic Contribution Participant (the “Initial Contribution Period.). An Automatic Contribution Participant may elect to change or suspend his contribution election at any time in accordance with Article 3 hereof.

(c) The percentage of Compensation that an Automatic Increase Participant contributes to the Plan as Before Tax Contributions shall be increased by one percent (1%) effective as of the first payroll period beginning on or after January 1 of each Plan Year beginning after the expiration of the Participant’s Initial Contribution Period; provided , however , that no increase with respect to an

Automatic Increase Participant shall occur pursuant to this Section 2.2(c) if the percentage of Compensation contributed to the Plan by the Automatic Increase Participant as Before Tax Contributions would exceed ten percent (10%). Unless an Automatic Contribution Participant elects otherwise by providing Notice to the Plan Administrator, the Automatic Contribution Participant shall be treated as an Automatic Increase Participant immediately upon becoming an Automatic Contribution Participant. A Participant who is not an Automatic Contribution Participant but who has elected to become an Automatic Increase Participant shall become an Automatic Increase Participant as soon as practicable after the Plan Administrator receives Notice from the Participant of such election. An Automatic Increase Participant may elect to cease to be an Automatic Increase Participant at any time by providing Notice to the Plan Administrator, and such election shall be effective as soon as practicable after the Plan Administrator’s receipt of such Notice. Notwithstanding the foregoing, the rate of an Automatic Contribution Participant’s Before Tax Contribution on January 1, 2008, shall not be less than the rate in effect as of December 31, 2007, unless the Automatic Contribution Participant elects a lower rate.

(d) The authorizations, designations and elections made pursuant to Section 2.1 hereof and this Section 2.2 shall be deemed to be continuing as to current and succeeding Plan Years until changed by prior Notice to the Plan Administrator.

(e) In the case of an Employee who becomes an Employee and a Participant in this Plan on December 28, 2007, and who immediately prior to becoming a Participant was both employed by Temple-Inland Inc. or any member of the “Temple-Inland Group” (within the meaning of the Employee Matters Agreement) and was a participant in the Temple-Inland Savings Plan, such Participant’s (i) affirmative elections under the applicable foregoing plan with respect to (A) making before tax contributions, and (B) the investment of contributions made under the applicable foregoing plan on the Participant’s behalf, and (ii) designation of a beneficiary (or beneficiaries) under the applicable foregoing plan, shall be treated as if made under, and with respect to, this Plan and shall continue in effect under this Plan until changed in accordance with the terms of this Plan.

(f) In the case of an Employee who becomes a Participant in this Plan and who immediately prior to becoming a Participant was both employed by a member of the Group and was a participant in a Merged Plan, and, if the Plan Administrator so determines, such Participant’s (i) affirmative

elections under the Merged Plan with respect to (A) making before tax contributions, and (B) the investment of contributions made under the Merged Plan on the Participant’s behalf, and (ii) designation of a beneficiary (or beneficiaries) under the Merged Plan shall be treated as if made under, and with respect to, this Plan and shall continue in effect under this Plan until changed in accordance with the terms of this Plan.

2.3 No Participation by Non-Covered Employees .

(a) Notwithstanding any provision of this Plan to the contrary, an Inactive Participant shall not be eligible to make Before Tax Contributions under Article 3 hereof or be entitled to any Employer Matching Contributions or Profit Sharing Contributions under Article 4 hereof.

(b) If an Inactive Participant again becomes an Employee, he (i) may elect to resume making Before Tax Contributions by giving prior Notice to the Plan Administrator, and such

election shall be effective as soon as practicable after the Plan Administrator’s receipt of such election, and (ii) shall be eligible to be allocated Employer Matching Contributions and Profit Sharing Contributions, subject to, and in accordance with, the terms of Article 4 hereof.

(c) Notwithstanding any provision of this Plan to the contrary, an Employee who has rights under Chapter 43 of Title 38, United States Code, resulting from qualified military service, shall be credited with service and entitled to make Before Tax Contributions to this Plan and to be allocated Employer Matching Contributions and Profit Sharing Contributions to the extent required by applicable law and Section 414(u) of the Code.

ARTICLE 3

PARTICIPANT CONTRIBUTIONS

3.1 Before Tax Contributions . Each Participant may elect to make Before Tax Contributions to the Plan of any whole percentage of his Compensation for each payroll period. The minimum amount of Before Tax Contributions with respect to each payroll period shall be one percent (1%), and, except as permitted pursuant to Section 3.6(f) hereof, the maximum amount shall be fifty percent (50%).

3.2 Suspension of Contributions . A Participant may voluntarily suspend his Before Tax Contributions by giving prior Notice to the Plan Administrator, and such suspension shall be effective as soon as practicable after the Plan Administrator’s receipt of such Notice. A Participant may resume

making Before Tax Contributions by giving prior Notice to the Plan Administrator, and such election shall be effective as soon as practicable after the Plan Administrator’s receipt of such election.

3.3 Changes in Contribution Elections .

A Participant may increase or decrease, subject to Section 3.1 hereof, the amount of his Before Tax Contributions by giving prior Notice to the Plan Administrator. Such changes in Before Tax Contributions shall become effective as soon as practicable after receipt of Notice by the Plan Administrator.

3.4 Payment of Contributions .

(a) Participants’ Before Tax Contributions shall be transferred to the Trustee under the Plan on the earliest date that such amounts can reasonably be segregated from the Employer’s general assets, but in no event later than the fifteenth (15th) day of the calendar month following the month in which the Before Tax Contributions withheld would otherwise have been paid to the Participant. In no event shall an Employer transfer a Before Tax Contribution to the Trustee on behalf of a Participant prior to the date the Participant performs the services with respect to which the Before Tax Contribution is being made (or the date the Compensation for such services would be currently available, if earlier) unless such pre-funding is to accommodate a bona fide administrative concern and is not for the principal purpose of accelerating deductions for federal income tax purposes.

(b) Participants’ Before Tax Contributions shall be treated under the Plan, ERISA and the Code as nonforfeitable Employer contributions. Before Tax Contributions shall not be required to be made from the current or accumulated profits of an Employer.

3.5 No Make-Up of Contributions . Subject to Section 3.6(f) hereof, no Participant who fails to make the maximum amount of Before Tax Contributions permitted under Section 3.1 hereof, or who voluntarily suspends his Before Tax Contributions in accordance with Section 3.2 hereof, shall be permitted to make up such contributions in any subsequent payroll period.

3.6 Limitations on Before Tax Contributions.

(a) No Participant shall be permitted to have Before Tax Contributions made to the Plan during any Plan Year to the extent such contributions, plus any elective deferrals under any other tax-qualified plan, exceed the dollar limit imposed under Section 402(g) of the Code, as adjusted in accordance therewith, except to the extent permitted under Section 3.6(f) hereof. A Participant shall promptly notify

the Plan Administrator if such limitation is exceeded and the amount of such excess, plus gain or loss allocable thereto for the Plan Year, and the period beginning on the day after the close of such Plan Year and ending seven (7) days prior to the date of distribution of excess contributions for such Plan Year (the “Gap Period”), shall be distributed to such Participant within three and one-half (3 ¹ / 2 ) months after the close of the Plan Year during which such excess contributions were made or as of such later date that is permissible under applicable regulations as may be determined by the Plan Administrator. Except as otherwise determined by the Plan Administrator, the income allocable to a Participant’s excess Before Tax Contributions for a Plan Year, and the Gap Period for such Plan Year, shall be determined by multiplying the total investment income or loss (including dividends, interest, realized gains or losses, and unrealized appreciation or depreciation) allocated to the Participant’s Before Tax Contributions Account for such Plan Year and Gap Period by a fraction:

(i) the numerator of which is the amount of excess Before Tax Contributions allocated to the Employee’s Before Tax Contributions Account for the Plan Year; and

(ii) the denominator of which is the Employee’s total Before Tax Contributions Account balance as of the beginning of the Plan Year increased by the total of the Employee’s Before Tax Contributions for the Plan Year and the Gap Period for such Plan Year.

(b) If for any Plan Year beginning before January 1, 2008, the Actual Deferral Percentage for Highly Compensated Employees would exceed the greater of: (i) the Actual Deferral Percentage of the Non-Highly Compensated Employees for the preceding Plan Year multiplied by one and one-fourth (1.25), or (ii) the lesser of: (A) two percent (2%) plus the Actual Deferral Percentage of Non-Highly Compensated Employees for the preceding Plan Year, or (B) the Actual Deferral Percentage of Non-Highly Compensated Employees for the preceding Plan Year multiplied by two (2), the Before Tax Contributions of the Highly Compensated Employees shall be reduced as set forth in Sections 3.6(c) and 3.6(d) hereof. Notwithstanding the foregoing, the Actual Deferral Percentage for Non-Highly Compensated Employees shall be determined by using the Non-Highly Compensated Employees’ Compensation and the Before Tax Contributions and Qualified Non-elective Contributions made on behalf of such Employees for the current Plan Year rather than the preceding Plan Year, as permitted by, and in accordance with, Section 401(k)(3) of the Code.

(c) In order to determine the amount by which Highly Compensated Employees’ Before Tax Contributions must be reduced pursuant to Section 3.6(b) hereof and identifying the Highly Compensated Employees whose Before Tax Contributions shall be reduced, the Plan Administrator shall:

(i) Determine the maximum Actual Deferral Percentage for Highly Compensated Employees permitted under Section 3.6(b) hereof, if applicable;

(ii) Identify the Highly Compensated Employees with Actual Deferral Percentages in excess of the maximum percentage amount determined pursuant to the preceding clause (i);

(iii) Determine the dollar amount of the reduction in each such Highly Compensated Employee’s Before Tax Contributions that would be required so that the Actual Deferral Percentage of Highly Compensated Employees would not exceed the percentage limit determined pursuant to the preceding clause (i), with the dollar amount of such reductions being determined under a process whereby the Actual Deferral Percentage of the Highly Compensated Employee(s) with the highest Actual Deferral Percentage(s) is reduced so that it is equal to that of the Highly Compensated Employee(s) with the next highest Actual Deferral Percentage and repeating such process until the Actual Deferral Percentage of Highly Compensated Employees does not exceed the limit prescribed by Section 3.6(b) hereof, if applicable; and

(iv) Cause Before Tax Contributions equal to the total dollar amount of Before Tax Contributions determined pursuant to the preceding clause (iii) (the “Excess Deferrals”) to be refunded in accordance with Sections 3.6(d) and 3.6(e) hereof to the Highly Compensated Employees identified therein.

(d) The Before Tax Contributions of the Highly Compensated Employee(s) with the highest dollar amount of Before Tax Contributions shall be reduced by the amount required to cause the Before Tax Contributions of such Highly Compensated Employee(s) to be equal to the Before Tax Contributions of the Highly Compensated Employee(s) who have the next highest dollar amount of Before Tax Contributions; provided, however, if a lesser reduction would equal the amount of Excess Deferrals, the lesser reduction shall be made. The process provided for by the by the preceding sentence shall be repeated until the total amount of the reductions equals the amount of Excess Deferrals. If the Actual Deferral Percentage of any Employee who is a Highly Compensated Employee for a Plan Year is

determined taking into consideration before tax contributions allocated to his accounts under two (2) or more plans or arrangements described in Section 401(k) of the Code that are maintained by the Group, as described in Section 1.3 hereof, and the before tax contributions of the Highly Compensated Employee must be reduced to satisfy the requirements of Section 401(k)(3) of the Code, only the before-tax contributions made to the plan being corrected shall be reduced.

(e) Any Before Tax Contributions in excess of the amount permitted under this Section 3.6, along with any gain or loss allocable thereto for the Plan Year and the Gap Period (as defined in Section 3.6(a) hereof) for such Plan Year, shall be refunded to the Highly Compensated Employees identified in Section 3.6(d) hereof within two and one-half (2 ¹ / 2 ) months after the close of the Plan Year or as of such later date as may be determined by the Plan Administrator, provided that such later date shall not be later than the close of the Plan Year following the Plan Year in which the excess amounts were contributed. Allocable gain or loss shall be determined in the same manner as described in the last sentence of Section 3.6(a) hereof. Notwithstanding the foregoing, the Plan Administrator may, in lieu of refunding all or a portion of excess Before Tax Contributions to the Highly Compensated Employees, recharacterize all or a portion of such excess Before Tax Contributions as After Tax Contributions within two and one-half (2 ¹ / 2 ) months of the close of the Plan Year in which the excess contributions were made. Any such recharacterization shall comply with applicable regulations under the Code. Employer Matching Contributions that are attributable to Before Tax Contributions distributed pursuant to Section 3.6(a) or this Section 3.6(e) shall be forfeited and used to reduce future Employer contributions. The amount of Before Tax Contributions to be recharacterized as After Tax Contributions or refunded to any Highly Compensated Employee shall be reduced by the amount of any Before Tax Contributions previously distributed to the Employee for such Plan Year.

(f) Effective for Plan Years beginning on and after January 1, 2002, Participants who are eligible to make Before Tax Contributions hereunder 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, Section 414(v) of the Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Sections 402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the

requirements of Sections 401(k)(3), 410(b) or 416 of the Code, as applicable, by reason of Participants making such catch-up contributions.

(g) The Plan Administrator may at any time, in its sole discretion, and upon notice to the affected Participants, unilaterally reduce, on a prospective basis, the maximum percentage of Compensation that Highly Compensated Employees may make as Before Tax Contributions to the Plan.

(h) Notwithstanding any other provision of the Plan, effective for Plan Years beginning after December 31, 2007, (i) the Automatic Contribution Arrangement provisions of Sections 2.1(c) and (e), 2.2(b) and (c) and 4.1 hereof are intended to constitute a “qualified automatic contribution arrangement” within the meaning of Treasury Regulations Section 1.401(k)-3(j)(i), and satisfy the Actual Deferral Percentage and Average Contribution Percentage tests of Section 401(k) and (m), respectively, of the Code, and (ii) the Actual Deferral Percentage provisions of Sections 3.6(b), (c), (d), (e) and (g) hereof and the Qualified Nonelective Contribution provisions of Section 4.2 hereof, shall not be effective.

3.7 Rollovers . Employees may, subject to such rules as may be prescribed by the Plan Administrator, roll over all or a portion of (a) an eligible rollover distribution (within the meaning of Section 402(c)(4) of the Code), (b) a rollover amount (within the meaning of Section 403(a)(4) of the Code), or (c) a rollover contribution (within the meaning of Section 408(d)(3)(A)(ii) of the Code) to this Plan, (each, a “Rollover Amount”); provided , however , that (x) in no event may any “after-tax” employee contributions be rolled over into this Plan, and (y) Rollover Amounts may be transferred to the Plan only in the form of cash and/or, in the discretion of the Plan Administrator, one or more participant loan notes. If, after an amount has been rolled over to this Plan, the Plan Administrator determines that such amount was not a valid Rollover Amount, the Plan Administrator shall distribute such amount to the applicable Participant, together with earnings attributable thereto, within a reasonable period after such determination.

ARTICLE 4

EMPLOYER CONTRIBUTIONS

4.1 Matching Contributions .

(a) Subject to Sections 4.5 and 4.6 hereof, each Employer shall make Employer Matching Contributions to the Plan with respect to each Participant who is an Employee of that Employer in an amount equal to two hundred percent (200%) of the first two percent (2%) of each such Participant’s

Compensation contributed to the Plan as Before Tax Contributions each payroll period plus an amount equal to one hundred percent (100%) of the next two percent (2%) of each such Participant’s Compensation contributed to the Plan as Before Tax Contributions each payroll period. Employer Matching Contributions made pursuant to this Section 4.1(a) shall be transferred to the Trustee under the Plan concurrently with the delivery of the Participants’ Before Tax Contributions and shall be allocated to the Accounts of the Participants on whose behalf they were made upon receipt by the Trustee (or as soon as practicable thereafter).

(b) Subject to Sections 4.5 and 4.6 hereof, in the event that the total amount of Employer Matching Contributions made to the Plan with respect to a Participant for a Plan Year beginning before January 1, 2008, is less than an amount equal to the sum of (i) two hundred percent (200%) of the first two percent (2%) of such Participant’s Compensation contributed to the Plan as Before Tax Contributions for such Plan Year, and (ii) one hundred percent (100%) of the next two percent (2%) of such Participant’s Compensation contributed to the Plan as Before Tax Contributions for such Plan Year (the sum of (a) and (b) being the “Total Match”), the Employer shall make an additional Employer Matching Contribution to the Plan with respect to the Participant for such Plan Year equal to the difference between (x) the Total Match for such Plan Year, and (y) the amount of Employer Matching Contributions made to the Plan on behalf of the Participant pursuant to Section 4.1(a) hereof for such Plan Year (such additional contribution being a “True-Up Contribution”). Employer Matching Contributions made pursuant to this Section 4.1(b) shall be transferred to the Trustee not later than the date required under the Code in order for such contributions to be deductible for such Plan Year for federal income tax purposes and shall be allocated to the Accounts of the Participants on whose behalf they were made upon receipt by the Trustee (or as soon as practicable thereafter). Notwithstanding the foregoing, an Employer may, in its discretion, calculate and contribute to the Plan True-Up Contributions more frequently than on a Plan Year basis. The Employer shall not make any True-Up Contributions for any Plan Year beginning after December 31, 2007.

(c) An Employer shall transfer to the Trustee an Employer Matching Contribution made with respect to a Before Tax Contribution made during a Plan Year quarter not later than the last day of the immediately following Plan Year quarter. In no event shall an Employer transfer an Employer Matching Contribution made pursuant to this Section 4.1 to the Trustee on behalf of a Participant prior to

the date the Participant performs the services with respect to which the Employer Matching Contribution is being made (or the date the Compensation for such services would be currently available, if earlier) unless such pre-funding is to accommodate a bona fide administrative concern and is not for the principal purpose of accelerating deductions for federal income tax purposes.

4.2 Profit Sharing Contributions . Subject to the restrictions imposed by Section 4.5 hereof, and in addition to the contributions required by Section 4.1 hereof, each Employer, by action of its Board of Directors, may elect to make a discretionary Profit Sharing Contribution for a Plan Year in an amount determined by the Employer’s Board of Directors, up to two percent (2%) of the aggregate Compensation of its Eligible Employees, to be allocated among the Profit Sharing Contributions Accounts of the Employer’s Eligible Employees for such Plan Year. An Eligible Employee’s share of any Profit Sharing Contribution for a Plan Year shall be equal to the Eligible Employee’s Compensation for such Plan Year multiplied by a fraction, the numerator of which is the Eligible Employee’s Compensation for such Plan Year, and the denominator of which is the total Compensation of all the Employer’s Eligible Employees for such Plan Year. Any election by the Employer’s Board of Directors shall be evidenced by a resolution adopted by the Board of Directors on or before December 31 of the Plan Year for which any such Profit Sharing Contribution is to be made. Eligible Employees shall be promptly notified of the amount of any Profit Sharing Contribution made on their behalf for any Plan Year by any reasonable form of communication that the Plan Administrator considers convenient. Any such Profit Sharing Contribution may be transferred to the Trustee under the Plan, without interest, at any time prior to the required filing date, including any extensions of time granted by the Internal Revenue Service, of the Employer’s federal income tax return for that Plan Year and shall be immediately allocated among the Profit Sharing Contributions Accounts of the Eligible Employees on whose behalf it was made.

4.3 Qualified Nonelective Contributions . In the discretion of the Company, the Employers may make contributions to the Plan that are “qualified nonelective contributions” (within the meaning of Section 401(m)(4)(C) of the Code). Such contributions shall be allocated to Participants who are Non-Highly Compensated Employees in proportion to their Compensation for the applicable Plan Year in such amounts, at such times and as of such dates as shall be determined by the Employers in accordance with

Treasury Regulations Section 1.401(k)-2(a)(6). The provisions of this Section 4.3 shall not be effective for Plan Years beginning after December 31, 2007.

4.4 Reinstatement of Forfeited Account Balances; Payment of Administrative Expenses .

(a) Each Employer shall contribute to the Plan any amount necessary to reinstate any Company Retirement Contributions, Employer Matching Contributions, and Profit Sharing Contributions previously forfeited pursuant to Section 6.4 hereof.

(b) To the extent not paid by the Trustee from the Trust Fund, each Employer shall pay its pro rata share of all administrative expenses of the Plan and of all fees and retainers of the Plan’s Trustee, consultants, auditors and counsel (who may, but need not, be counsel to the Company and to the Trustee). All expenses directly relating to the investments of the Trust Fund such as taxes, commissions, registration charges, etc. shall be paid by the Trustee from the Trust Fund.

4.5 Limitations on Contributions . The limitations imposed by Section 415 of the Code are hereby incorporated by reference. For purposes of applying the limitations imposed by Section 415 of the Code, “compensation” as referred to therein, shall mean Section 415 Compensation.

4.6 Limitations on After Tax Contributions and Employer Matching Contributions .

(a) If for any Plan Year beginning before January 1, 2008, the Average Contribution Percentage of Highly Compensated Employees for any Plan Year would exceed the greater of: (i) the Average Contribution Percentage of Non-Highly Compensated Employees for the preceding Plan Year multiplied by one and one-fourth (1.25), or (ii) the lesser of: (A) two percent (2%) plus the Average Contribution Percentage of Non-Highly Compensated Employees for the preceding Plan Year, or (B) the Average Contribution Percentage of Non-

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