MDU RESOURCES GROUP, INC. 401(K) RETIREMENT PLAN

TABLE OF CONTENTS

The Tax Deferred Compensation Savings Plan (“Plan”) was originally established, effective January 1, 1984, by the Board of Directors of MDU Resources Group, Inc. (formerly known as Montana-Dakota Utilities Co.) for the exclusive benefit of its employees.  It is intended to provide a means for deferred savings and investment by employees and to afford security for their retirement. The Company will make contributions, as provided herein, to be added to such savings.

The Plan is intended to comply with the requirements of the Employee Retirement Income Security Act of 1974 and Section 401(k) of the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder.  Effective as of January 1, 1988, the Plan was amended and restated to reflect the merger, also effective as of that date, of the Plan with the Employee Stock Ownership Plan for which contributions were suspended.  Effective as of October 1, 1990, the Plan was amended and restated to provide additional investment options.  Certain officers, as set forth in Section 16 of the Securities Exchange Act of 1934 and the rules thereunder (“Section 16 Officer(s)”), are subject to special limitations on their ability to make “participant-directed transactions” under the Plan.  These provisions are set forth in Section XII of the Plan and apply to Section 16 Officers notwithstanding any other inconsistent provisions in the Plan. Effective January 1, 1994, the Plan was amended and restated to provide, among other things rollovers into the Plan from qualified sources, and provide the Committee with authority to extend participation rights. Effective April 1, 1994, the Plan was amended to provide increased ability to change investment elections.

Effective January 1, 1995, the Anchorage Sand and Gravel Company, Inc. Profit Sharing/401(k) Plan was merged with the Plan.

Effective January 1, 1997, the Plan was amended to provide, among other things:  daily fund transfers and investment election changes by participants, as well as other changes resulting from a conversion to daily recordkeeping.

Effective January 1, 1998, the Plan was amended and restated to provide, among other things: participant loans.

Effective January 1, 1999, the Plan was amended to provide, among other things: a variable match and profit sharing feature.  Also effective January 1, 1999, the MDU Resources Group, Inc. Tax Deferred Compensation Savings Plan for Collective Bargaining Unit Employees was merged into this Plan, and the Plan was renamed the MDU Resources Group, Inc. 401(k) Retirement Plan.

Effective December 1, 1999, the Plan was amended to allow participating employers the flexibility to provide their Participants with different maximum deferral levels.

Effective April 1, 2000, the LTM, Incorporated 401(k) Employee Savings Plan was merged with the Plan.

Effective February 15, 2001, the Plan was amended to allow matching contributions to be diversified.

Effective January 1, 2003, the Plan was amended to include a Davis-Bacon feature.

Effective August 1. 2005, the Plan was amended to change the form of matching contributions from Common Stock to cash and to allow after-tax employee rollovers.

Effective as of May 25, 2006, the Plan was amended to expand the portion of the Plan intended to qualify as an employee stock ownership plan under Section 4975(e)((7) of the Code.  On and after June 1, 2006, a portion of the Plan is designed to invest primarily in Common Stock, and is intended to satisfy the requirements of a non-leveraged employee stock ownership plan set forth in Sections 401(a), 409, and 4975(e) of the Internal Revenue Code (the “ESOP”).  The remaining portion of the Plan shall consist of all amounts credited to Participants’ Accounts

that are invested in Common Stock.  The Non-ESOP portion of the Plan shall consist of all amounts credited to Participants’ Accounts that are not invested in Common Stock.  The Committee shall maintain such Accounts and subaccounts as are deemed necessary for appropriate to reflect the value of Participants’ Accounts in the ESOP portion of the Plan and the Non-ESOP portion of the Plan.

The following terms, when used herein, shall have the meanings stated below unless a different meaning is otherwise indicated or required by the context.  As used herein, the singular number shall be deemed to include the plural, unless a different meaning is clearly indicated by the context:

Account – Savings Contribution Account, Matching  Contribution Account, ESOP Account, Rollover Account, and Profit Sharing Account, respectively, maintained for a Participant (or an Eligible Employee) as applicable.

Affiliate – Any corporation 80 percent or more of whose stock (based on voting power or value) is owned directly or indirectly by the Company and any partnership or trade or business which is 80 percent or more controlled directly or indirectly by the Company, except that with respect to Section 3.7 hereof “50 percent” shall be substituted for “80 percent.”

Board of Directors – The Board of Directors of the Company.

Code – The Internal Revenue Code of 1986, as amended.

Committee – The MDU Resources Group, Inc. Employee Benefits Administrative Committee appointed to administer the Plan pursuant to Article VI.

Common Stock – Common Stock of the Company.

Company – MDU Resources Group, Inc. or any successor thereto.

Compensation – The total compensation paid to an Eligible Employee by the Employer (not in excess of $200,000, as adjusted by the Secretary of the Treasury to reflect increases in the cost of living), unreduced by any savings contributions of the Eligible Employee to the Plan, and any amount contributed by the Employer pursuant to a salary reduction agreement and which is not includible in the gross income of an Employee

under Sections 125, 132(f)(4), 402(e)(3), 402(h), or 403(b) of the Code, including any differential wage payment (as defined in Section 3401(h)(2) of the Code), but excluding other contributions to the Plan, contributions to other employee benefit plans, relocation allowances, club membership reimbursements, the cost of group life insurance that is added to taxable income of the Eligible Employee, and any other extra or additional compensation from the Employer which does not constitute base compensation, such as bonuses and other incentive compensation.

Notwithstanding the foregoing, for the 2000 – 2003 Plan Years, for participants employed by International Line Builders, Inc., Highline Equipment, Inc. or Loy Clark Pipeline Co. Inc., Compensation shall include bonuses and dividend equivalents.

Deferred Savings Feature – That portion of the Plan attributable to participation in a cash or deferred arrangement with the Company pursuant to Section 401(k) of the Code.

Direct Rollover – For purposes of Section 4.7, a Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

Disability – A physical or mental condition of an Eligible Employee which qualifies such Employee for disability benefits under the MDU Resources Group, Inc. Long-Term Disability Plan or an Affiliate’s Long-Term Disability Plan.

Distributee – For purposes of Section 4.7, a Distributee includes an Employee or former Employee. In addition, the Employee’s or former Employee’s surviving spouse and the Employee’s or former Employee’s spouse or former spouse who is the alternate payee under a qualified domestic relations order (QDRO), as defined in Section 414(p) of the Code, are Distributees with regard to the interest of the spouse or former spouse.

Effective Date – The Plan was originally established effective January 1, 1984.  The “Effective Date” of the amendment and restatement of the Plan is January 1, 2002.

Eligible Employee – An “Eligible Employee” means each regular full-time Employee or part-time Employee scheduled to work at least 1,000 hours a year who is at least 18 years of age and who is actively employed by the Employer in other than a temporary or occasional position as defined by the payroll practices of the Employer; provided, however, that a temporary, occasional or part-time Employee scheduled to work less than 1,000 hours a year who completes more than 1,000 hours of service within a twelve-month period beginning on their employment date or in any subsequent Plan Year, shall be an Eligible Employee.  Notwithstanding the foregoing, an Employee of an Employer shall not be an Eligible Employee during any time when such Employee is 1) eligible to participate in a retirement plan which is a multi-employer plan as defined in Section 3(37) of ERISA to which the Employer contributes, or 2) covered by a collectively bargained unit which has not bargained for the Plan for such Employee.

Eligible Retirement Plan – For purposes of Section 4.7, an Eligible Retirement Plan is 1) an individual retirement account described in Section 408(a) of the Code, 2) an individual retirement annuity described in Section 408(b) of the Code, 3) an annuity plan described in Section 403(a) of the Code, 4) an annuity contract described in Section 403(b) of the Code, 5) 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 and which agrees to separately account for amounts transferred into such plan from this Plan, or 6) a qualified trust described in Section 401(a) of the Code, that accepts the Distributees Eligible Rollover Distribution.  This definition shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code.

Eligible Rollover Distribution – For purposes of Section 4.7, an Eligible Rollover Distribution is any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include (i) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributees designated beneficiary, or for a specified period of ten years or more, (ii) any distribution to the extent such distribution is required under Section 401(a)(9) of the Code, (iii) any hardship distribution described in Section 401(k)(2)(B)(i)(iv) of the Code, (iv) the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities, or (v) a distribution excluded from the definition of an “Eligible Rollover Distribution” under applicable Treasury rulings or regulations.

A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income.  However, such portion may be paid only to an individual retirement account or annuity described in Section 408(a) or 408(b) of the Code, or to a qualified retirement plan (either a defined contribution plan or a defined benefit plan) described in Section 401(a) or 403(a) of the Code, or an annuity contract described in Section 403(b) of the Code that agrees to separately account for amounts so transferred.

Employee – For all purposes of the Plan, an individual shall be an “employee” of or be “employed” by the Employer for any Plan Year only if such individual is treated by the Employer for such Plan Year as its employee for purposes of employment taxes and

wage withholding for federal income taxes, regardless of any subsequent reclassification by the Company, any governmental agency, or court.

Employer – The Company and any Participating Affiliate.

ESOP – The portion of the Plan that is designed to invest primarily in Common Stock and is intended to satisfy the requirements of a non-leveraged employee stock ownership plan set forth in Code Sections 401(a), 409, and 4975(e).  The ESOP consists of all amounts credited to Participants’ Accounts that are invested in Common Stock from time to time, including without limitation, amounts held under this Plan as a result of the merger of the MDU Resources Group, Inc. Employee Stock Ownership Plan into the Plan as of January 1, 1988.

ESOP Account – The separate Account or Accounts maintained for a Participant to which is credited the Participant’s interest in the ESOP from time to time.

Highly Compensated Employee – Includes highly compensated active employees and highly compensated former employees. A highly compensated active employee means any employee who (A) was a 5-percent owner (as defined in Section 416(i)(I) of the Code) of the Employer at any time during the current or the preceding year, or (B) for the preceding year had compensation from the Employer in excess of $80,000 (as adjusted by the Secretary pursuant to Section 415(d) of the Code, except that the base period shall be the calendar quarter ending September 30, 1996).

A former employee shall be treated as a Highly Compensated Employee if (A) such employee was a Highly Compensated Employee when such employee separated from service, or (B) such employee was a Highly Compensated Employee at any time after attaining age 55.

The determination of who is a Highly Compensated Employee, including the determinations of the number and identity of employees in the top paid group, will be made in accordance with Section 414(q) of the Code and the regulations there under.

For purposes of this subsection, the term “compensation” means compensation within the meaning of Section 415(c)(3) of the Code. The determination will be made without regard to Sections 125, 402(e)(3), and 402(h)(1)(B) of the Code, and in the case of employer contributions made pursuant to a salary reduction agreement, without regard to Section 403(b) of the Code.

For plan years beginning after December 31, 1997, for purposes of this subsection, the term “compensation” means compensation within the meaning of Section 415(c)(3) of the Code.

For plan years beginning after December 31, 2007, for purposes of this subsection, the term “compensation” means Section 415 compensation (as defined in Section 3.7).

Hours of Service – Any hour for which an Employee is directly or indirectly paid or entitled to payment by an Employer (1) for the performance of duties, or (2) on account of a period of time during which no duties are performed due to paid vacation, paid holidays, paid illness or incapacity, paid jury duty, or other authorized paid leaves of absence, or (3) for which back pay irrespective of mitigation of damages is either awarded or agreed to by an Employer. The number of Hours of Service, and the period to which such hours shall be credited, will be determined in accordance with Department of Labor regulations Section 2530.200b-2.

Investment Funds – Each of the investment funds designated by the Committee in which a Participant’s Savings Contribution Account and Rollover Account may be invested, in accordance with Section 5.2.  Notwithstanding the foregoing, because  apportion of the

Plan is designed to be an ESOP, the Plan shall at all times maintain an investment fund invested primarily in Common Stock, and such fund shall not be eliminated so long as a portion of the Plan is designed to be an ESOP.

Leased Employees – A leased employee (as defined below) shall not be eligible to participate in the Plan.  A “leased employee” means any person who is not an employee of an Employer, but who has provided services to an Employer under the primary direction of the Employer, on a substantially full time basis for a period of at least one year, pursuant to an agreement between the Employer and a leasing organization. If such leased employee subsequently becomes an employee of the Employer, the period during which a leased employee performs services for the Employer shall be taken into account for purposes of Section 2.1 of the Plan unless (1) such leased employee is a participant in a money purchase pension plan maintained by the leasing organization which provides a non integrated employer contribution rate of at least 10  percent of compensation, immediate participation for all employees, and full and immediate vesting, and (2) leased employees do not constitute more than 20 percent of the  Employer’s nonhighly compensated workforce.

Matching Contribution Account – The separate Account to which Employer matching contributions under Section 3.3 are credited.

Participant – An Eligible Employee who participates in the Plan pursuant to Section II.

Participating Affiliate – An Affiliate to which the Committee has extended the Plan and which adopts the Plan by its board of directors or other governing body.

Plan – The MDU Resources Group, Inc. 401(k) Retirement Plan as set forth herein and as amended from time to time.

Plan Year – The calendar year.

Predecessor Employer – An employer acquired by the Company or an Affiliate as the result of a merger, consolidation, or a transfer of assets or liabilities.

Profit Sharing/Special Contribution Account – A separate account to which contributions under Section 3.4 are credited.

Retirement – The termination of employment with the Employer by reason of retirement after age 55.

Rollover Account – The separate Account maintained for a Participant (or an Eligible Employee) to hold amounts contributed pursuant to Section 3.8.

Savings Contribution Account – The separate Account to which savings contributions under Section 3.1 are credited.

Tax Year – The taxable year of the Employer ending December 31.

Trust Agreement – The Trust Agreement between the Company and the Trustee pursuant to which the Trust Fund is maintained, as such agreement may be amended from time to time.

Trust Fund – The Trust Fund under the Plan in which Plan assets are retained by the Trustee.

Trustee – The Trustee of the Trust Fund, and any successor thereto.

the Deferred Savings Feature of the Plan; provided, however that, notwithstanding any provision of the Plan to the contrary, (i) contributions, benefits, and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code, (ii) in the case of a Participant who dies while performing qualified military service (as defined in Section 414(u) of the Code) on or after January 1, 2007, the survivors of the Participant are entitled to any benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan had the Participant resumed and then terminated employment on account of death. Any interest of an inactive Participant in the Plan may be allowed to remain in the Trust Fund, subject to payment as provided in Section IV hereof.  Inactive Participants may apply for a hardship withdrawal in accordance with Section 4.5(a) of the Plan, but shall not be eligible for Loans under Section 4.8 of the Plan.

“Compensation” under the Plan) so long as the applicable deferral limits set forth in Section 3.1(a) above are not exceeded.

behalf of Participants employed by that Employer that differs from the matching contribution stated above. In which case, the matching contribution so adopted by the Employer and approved by the Committee shall be set forth in a separate schedule forming a part of the Plan and shall be applicable to that Employer in lieu of the matching contribution stated above until changed by action of the Board of Directors of the Employer and approved by the Committee. Matching contributions on behalf of a Participant shall be made in cash and credited to such Participant’s Matching Contribution Account.

Each Employer shall make a true up standard matching contribution for a Plan Year on behalf of eligible participants.  Such true up standard matching contribution shall be in the amount which, when aggregated with all matching contributions made during such Plan Year on behalf of such Participant pursuant to this Section 3.3(a), will equal fifty percent (50%) of the Participant’s savings contributions for such Plan Year that does not exceed six percent (6%) of the Participant’s Compensation for such Plan Year. A Participant whose employment is terminated during the year shall receive a true up standard matching contribution either at year end or sooner, as determined in the sole discretion of the employer.  Notwithstanding the foregoing, for any Participant employed by an Employer who provides a standard matching contribution that differs from the matching contribution formula stated above, as set forth in a separate schedule under the Plan, the amount of true up standard matching contribution shall not exceed the maximum matching contribution made pursuant to such schedule as determined on a Plan Year basis.

under Section 3.1.  An Employer may provide for a variable matching contribution on behalf of Participants employed by that Employer under criteria established by resolution of its board of directors and subject to the approval of the Committee.  Such variable matching contributions on behalf of a Participant shall be made in cash and credited to such Participant’s Matching Contribution Account.

be made in accordance with Section 5.1 and will be invested pursuant to the Participant’s current election of investment of future contributions.

In addition, if the Employer or the Committee determines that contributions would be in excess of the special limitations set forth in paragraph (b) below, the Employer may in its sole discretion suspend, in whole or in part, savings contributions to the Plan made on behalf of Participants who are Highly Compensated Employees.  In such case the savings contributions which would ordinarily be contributed to the Trust Fund on the Participant’s behalf in a payroll period shall be paid directly to such Participants.

 remainder of the Plan Year shall be applied to the reduced amount of savings contributions.

Savings contributions exceeding the limits of this paragraph (g) shall mean the amount of savings contributions (as defined in Section 3.1) for a calendar year that the Participant designates to the Plan pursuant to the following procedure.  The Participant’s designation shall (1) be submitted to the administrator in writing no later than March 1, (2) specify the Participant’s savings contributions exceeding the limits of this paragraph (g) for the preceding calendar year, and (3) be accompanied by the Participant’s written statement that if such excess savings contribution is not distributed, it will, when added to amounts deferred under other plans or arrangements described in Section 401(k), 408(k), or 403(b) of the Code, exceed the limit imposed on the Participant by Section 402(g) of the Code for the year in which the deferral occurred.  Savings

contributions exceeding the limits of this paragraph (g) shall mean those savings contributions that are includible in a Participant’s gross income under Section 402(g) of the Code to the extent that such Participant’s savings contributions for a taxable year exceed the dollar limitation under such Code section.  Such excess savings contributions, and the income or loss allocable thereto, may be distributed before the end of the calendar year in which the savings contributions were made.  A Participant who has such excess savings contributions for a taxable year, taking into account only such savings contributions under the Plan or any other plan of the Employer (including any member of the Employer’s related group), shall be deemed to have designated the entire amount of such excess savings contributions.

2001. Such catch-up contributions shall not be taken into account for purposes of implementing the required limitations of Sections 402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the requirements of Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such catch up contributions.

under (i) multiplied by the number of whole calendar months between the end of the Plan Year and the date of distribution, counting the month of distribution if distribution occurs after the fifteenth (15th) of such month.  In addition, if the Employer or the Committee determines that contributions or matching contributions would be in excess of the special limitations set forth under paragraph (b) below, the Employer may, in its sole discretion, suspend, in whole or in part, savings contributions to the Plan made on behalf of Participants who are Highly Compensated Employees and, therefore, related matching contributions with respect to such Participants in which case the savings contributions that would ordinarily be contributed to the Trust Fund on the Participants’ behalf in a payroll period shall be paid directly to such Participants.

The term “annual addition” for any Plan Year means the sum of (i) the savings contributions, matching contributions and profit sharing contributions, if any, credited to a Participant’s Accounts for that year, and (ii) the contributions made by an Employer or Affiliate on behalf of such Participant (including contributions made by such Participant

pursuant to an election to defer earnings), and any remainders to be credited to his account under any other defined contribution plan maintained by the Employers or Affiliates in which such employee participates.  The Plan Administrator shall take any actions it deems advisable to avoid an annual addition in excess of the limitations set forth in Section 415 of the Code; provided, however, if a Participant’s annual addition for a Plan Year actually exceeds the limitations of this subsection 3.7, the Plan Administrator shall correct such excess in accordance with applicable Treasury Regulations or applicable guidance issued by the Internal Revenue Service.

The term “Section 415 compensation” shall mean the total of all of the wages, salaries and other amounts received by the Participant from an Employer or Affiliate for services rendered to an Employer or Affiliate as reflected on Form W-2, but only to the extent such amounts are includible as compensation under Section 415(c)(3) of the Code and the regulations thereunder (including any amounts includible in a Participant’s income under the rules of Section 409A of the Code or because the amounts are constructively received by the Participant for any year beginning on or after January 1, 2008), plus (a) any elective deferrals (as defined in Section 402(g)(3) of the Code) and (b) any amount contributed or deferred by an Employer at the Participant’s election which is excludable from income under Sections 125, 132(f)(4) or 457 of the Code.

Notwithstanding the foregoing, Section 415 compensation for a Plan Year shall include compensation paid to the Participant by the later of 2-½ months after the Participant’s severance from employment with an Employer or the end of the Plan Year that includes the date of the Participant’s severance from employment with such Employer if: (i) the payment is 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 an Employer; (ii) the payment is for unused accrued bona fide vacation time that the Participant would have been able to use if employment had continued; or (iii) the payment is received by the Participant pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid at the same time if employment had continued and only to the extent the payment is includible in gross income.  Payments other than those described above shall not be considered compensation if paid after severance from employment, even if they are paid by the later of 2½ 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 an Employer by reason of qualified military service (within the meaning of Section 414(u)(1) of the Code) to the extent these payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering qualified military service; or (ii) compensation paid to a Participant who is permanently and totally disabled, as defined in Section 22(e)(3) of the Code, provided that either 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.  Notwithstanding any provision of the Plan to the contrary, Section 415 compensation shall not include amounts in excess of the limitation under Section 401(a)(17) of the Code in effect for the Plan Year.

403(b) of the Code, rollovers from an eligible plan under Section 457(b) of the Code that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and that is not tax-exempt, and rollovers from an Eligible Employee under another plan which meets the requirements of Section 401(a) of the Code, including after-tax employee contributions, may be received by the Trustee and will be credited to an Account established in the name of the Eligible Employee. Any rollover contribution made in accordance with the preceding sentence must be made in cash; rollover contributions of property other than cash will not be accepted.  Any amount received by the Trustee for an Eligible Employee in accordance with this Section 3.8 shall be adjusted during each accounting period for their pro rata share of any change in the value of the Investment Funds.  Eligible Employees shall be fully vested in their Rollover Account.

forfeited as of the last day of the Plan Year in which the Participant terminates employment with the Company and all Affiliates. Any forfeitures which arise under the terms of this paragraph shall be used for any of the following: 1) to reinstate the profit sharing contributions of any reemployed Participants pursuant to the terms of the Plan, 2) to reduce profit sharing contributions to the Plan, and 3) to reduce administrative expenses incurred by the Plan.

one absence.  A “Maternity or Paternity Absence” means an Employee’s absence from work because of the pregnancy of the Employee or birth of a child of the Employee, the placement of a child with the Employee in connection with the adoption of such child by the Employee, or for purposes of caring for the child immediately following such birth or placement. The Committee may require the Employee to furnish such information as the Committee considers necessary to establish that the Employee’s absence was for one of the reasons specified above.

Distributions shall generally be paid in cash; provided, however, that distributions from a Participant’s ESOP Account may, at the Participant’s election, be paid in the form of Common Stock.

If a hardship withdrawal is granted under this Section 4.5(a), the Participant must suspend making savings contributions and contributions to any other qualified or nonqualified plans of deferred compensation maintained by the Company for a minimum period of six months after the hardship distribution is received; such suspension does not include contributions to a health or welfare benefit plan including one that is part of a cafeteria plan within the meaning of Section 125 of the Code.  A hardship withdrawal

shall be paid to the Participant in cash as soon as practicable after approval of the Participant’s written request.

A hardship withdrawal may be made only after the Participant has obtained all distributions, other than hardship withdrawals (including distributions of ESOP dividends under Section 404(k) of the Code) and all nontaxable loans currently available under all qualified plans (and any other employee benefit plan specified in Internal Revenue Service rules and regulations applicable to such hardship withdrawals) maintained by the Company or an Affiliate including this Plan.

more than 30 days.  If a Participant elects to receive a distribution pursuant to the preceding sentence, such Participant shall not be permitted to make Savings Contributions under Section 3.1 of the Plan during the six-month period beginning on the date of the distribution.

provided, however, that the Participant may elect to defer distribution of the Accounts (by not requesting a distribution) until attainment of age 70-1/2.  As a result, if the Participant’s Account (excluding the balance in the Participant’s Rollover Account and any loan offset amount) exceeds $1,000, a distribution will not be made to the Participant before attainment of age 70-1/2 without consent.

Upon a Participant’s attainment of age 70-1/2, distribution of the Account shall commence as soon as practicable after such amounts are ascertained.  If a Participant dies before age 70-1/2 and the Participant’s surviving spouse is the beneficiary, the surviving spouse may elect to defer distribution of the Participant’s Account until the Participant would have attained age 70-1/2.

any portion of a distribution from the Plan on behalf of a deceased Participant made on or after January 1 2007, if a direct trustee-to-trustee transfer is made to an individual retirement plan described in Section 408(a) or (b) of the Code (an “IRA”), which IRA is established for the purpose of receiving the distribution on behalf of an individual who is a designated beneficiary (as defined by Section 401 (a)(9)(E) of the Code) of the Participant and who is not the surviving spouse of the Participant, then the transfer shall be treated as an eligible rollover distribution for purposes of this Plan and Section 402(c) of the Code. For purposes of this subsection, the IRA of the non-spouse) beneficiary is treated as an inherited IRA within the meaning of Section 408(d)(3)(C) of the Code. The Plan may make a direct rollover to an IRA on behalf of a trust where the trust is the designated beneficiary of a Participant, provided (1) the beneficiaries of the trust meet the requirements of a designated beneficiary described above; (2) the IRA is established in accordance with Internal Revenue Service guidance, with the trust identified as the beneficiary; and (3) the trust meets the requirements set forth in Treasury Regulation Section 1.401(a)(9)-4, Q&A-5. The rules of this Section shall be interpreted consistent with regulations or other guidance prescribed by the Internal Revenue Service under Section 402(c)(11) of the Code.  Solely to the extent permitted in Sections 408A(c)(3)(B), (d)(3) and (e) of the Code and the regulations and other guidance issued thereunder, an eligible Distributee may elect to roll over any portion of an Eligible Rollover Distribution to a Roth IRA (as defined by Section 408A of the Code) in a “Qualified Rollover Contribution” (as defined in Section 408A(e) of the Code), provided that the rollover requirements of Section 402(c) of the Code are met, and provided further that, in the case of an Eligible Rollover Distribution to a non-spouse beneficiary, the Roth IRA is treated as an inherited individual retirement account (within the meaning of Section 408(d)(3)(C) of the Code).   For tax years beginning prior to January 1, 2010, a

Distributee will not be eligible to make a Qualified Rollover Contribution unless he or she satisfies the requirements of Section 408A(c)(3)(B) of the Code and the regulations and other guidance issued thereunder.

principal and interest; provided, however, that this quarterly amortization requirement shall not apply while a Participant is on a leave of absence (for a period, not longer than one year), if the following conditions are met: (i) the Participant is on leave either without pay from the Employer, or at a rate of pay (after income and employment tax withholding) that is less than the amount of the installment payments required under the terms of the loan; (ii) the loan must be repaid by the latest date permitted under Section 4.8(c), below, and (iii) the installments due after the leave of absence ends (or if earlier, upon the expiration of the first year of the leave of absence) must not be less than those required under the terms of the original loan.

If upon a Participant’s retirement or other termination of employment, any loan or portion of a loan made to the Participant under the Plan, together with the accrued interest thereon, remains unpaid, an amount equal to such loan or any part thereof, together with the accrued interest thereon, shall be charged to the Participant’s Accounts.

Interest paid by a Participant on a loan made under this Section 4.8 shall be credited to the Accounts of the Participant as of the accounting date which ends the accounting period of

the Plan during which such interest payment is made.  Outstanding loan balances will be credited with interest at the rate determined pursuant to Section 4.8(b).

The Committee may allow for suspension of loan repayments under the Plan as permitted under Section 414(u)(4) of the Code.

distributions to the surviving spouse begin, this Section 4A.2(b), other than Section 4A.2(b)(i), will apply as if the surviving spouse were the Participant.

For purposes of Sections 4A.2 and 4A.4, unless Section 4A.2(b)(iv) applies, distributions are considered to begin on the Participant’s required beginning date.  If Section 4A.2(b)(iv) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section 4A.2(b)(i).  If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s required beginning date (or to the Participant’s surviving spouse before the date distributions are required to begin to the surviving spouse under Section 4A.2(b)(i)), the date distributions are considered to begin is the date distributions actually commence.

life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.