RETIREMENT SAVINGS TRUST AND PLAN

Employee Benefits Plan Agreement

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EXCO RESOURCES INC | CALFEE, HALTER & GRISWOLD LLP

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Title: RETIREMENT SAVINGS TRUST AND PLAN
Date: 4/24/2006
Industry: Oil and Gas Operations Law Firm: Calfee Halter Sector: Energy

Exhibit 4.26

RETIREMENT SAVINGS TRUST AND PLAN

A PROTOTYPE PLAN

ARTICLE 1

INTRODUCTION

1.1 Purpose .

This Trust and Plan is created for the purpose of providing benefits to the Participants in this Trust and Plan upon their retirement and for the purpose of providing such other benefits to such Participants and their Beneficiaries as are hereinafter described.

1.2 Qualification .

The Trust and Plan is intended to qualify under Code Sections 401(a), 401(k) and 501(a).

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ARTICLE 2

DEFINITIONS

Unless the context otherwise indicates, the following terms used herein shall have the following meanings whenever used in this instrument, regardless of capitalization:

2.1 Accounts .

The word “Accounts” shall mean “Pre-Tax Accounts” established pursuant to Article 5 hereof, “Employer Contribution Accounts,” “Special ADP Accounts”, “Match Accounts” and “Safe Harbor Contribution Accounts” established pursuant to Article 6 hereof, “After Tax Accounts” established pursuant to Article 7 hereof which shall be further denominated as either “Pre-87 After Tax Accounts” or “Post-86 After Tax Accounts”, “Pre-87 IRA Accounts” established pursuant to Section 7.4 hereof, and “Rollover Accounts” established pursuant to Article 24 hereof.

2.2 ACP Test Safe Harbor Contribution .

The words “ACP Test Safe Harbor Contribution” shall mean an employer matching contribution which satisfies the requirements of Code Section 401(m)(11) and regulations issued thereunder.

2.3 Active Participant .

The words “Active Participant” shall mean a Participant during any period he is a Covered Employee at a Participating Company.

2.4 Administrator .

The word “Administrator” shall mean the person or persons, corporation or partnership designated as Administrator under the Adoption Agreement and Article 20 hereof.

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2.5 Adoption Date .

The words “Adoption Date” shall mean the date as of which any Participating Company has adopted this Trust and Plan.

2.6 ADP Test Safe Harbor Contribution .

The words “ADP Test Safe Harbor Contribution” shall mean a Participating Company contribution which satisfies the requirements of Code Section 401(k)(12) and regulations issued thereunder.

2.7 Allocation Date .

The words “Allocation Date” shall mean the last day of each Plan Year.

2.8 Annuity Starting Date .

The words “Annuity Starting Date” shall mean for any Participant the first day of the first period for which he receives an amount paid as an annuity or in any other form by reason of his Termination of Employment, retirement or Disability under the terms of this Trust and Plan.

2.9 Beneficiary .

The word “Beneficiary” shall mean any person, other than an Alternate Payee as defined in Section 23.1, who receives or is designated to receive payment of any benefit under the terms of this Trust and Plan because of the death of a Participant.

2.10 Board .

The word “Board” shall mean the Board of Directors of a corporation or the corresponding Board or Committee of a partnership or other entity or the proprietor in the case of a proprietorship or the Board of Trustees in the case of a non-profit corporation or such other similar body acting on behalf of the corporation.

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2.11 Code .

The word “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and all lawful regulations and pronouncements promulgated thereunder. Whenever a reference is made to a specific Section of the Code, such reference shall be deemed to include any successor Sections of the Code having the same or similar purpose.

2.12 Committee .

The word “Committee” shall mean the Retirement Savings Committee constituted under the provisions of Article 20 of this Trust and Plan.

2.13 Company .

The word “Company” shall mean the entity designated in Section (1) of the Adoption Agreement or any other business organization which shall assume the obligations of such entity under this Trust and Plan.

2.14 Compensation.

The word “Compensation” shall mean certain remuneration paid to an Employee by a Participating Company determined in accordance with one of the definitions contained in subsection (a) hereof as selected in the Adoption Agreement. Compensation, as so defined, will then be adjusted as described in subsection (b) hereof to the extent specified in the Adoption Agreement and will exclude any amounts designated by the Company in the Adoption Agreement.

(a) Basic Definition. The basic definition of “Compensation” used under the Trust and Plan shall be one of the following:

(i) Section 415 Compensation. Compensation as defined in Treasury Regulation Sections 1.415-2(d)(1) and (2) which generally includes all taxable remuneration paid to the Employee in cash or in kind for the performance of services as a Covered Employee for a Participating Company, including taxable expense reimbursements, fringe benefits,

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and welfare benefits and generally excludes all nontaxable fringe benefits, welfare benefits and employee benefits, except that the following amounts which are otherwise taxable are excluded:

(A) Distributions from a funded deferred compensation plan, whether or not qualified;

(B) Restricted property, unless an election is made under Code Section 83(b);

(D) Amounts realized upon the sale, exchange or other disposition of stock acquired under a qualified stock option; and

(E) Amounts contributed by the Participating Company to a simplified employee pension plan.

(ii) Modified Section 415 Compensation. Compensation as defined in Treasury Regulation Section 1.415-2(d)(10) which is the same as set forth in subsection (i) above except that the following otherwise taxable amounts will also be excluded:

(A) Amounts paid to the Employee as accident or sickness benefits or medical reimbursements;

(B) Moving expenses; and

(iii) Modified Section 3121 Compensation. “Wages” as defined in Code Section 3121 for Federal Insurance Contributions Act purposes, without regard to the limit set forth in Code Section 3121(a)(1) and without regard to any rules that relate to the nature or location of the employment or the services performed, which generally is all taxable remuneration paid to the Employee in cash or in kind for the performance of services as a Covered Employee for a Participating Company including taxable expense reimbursements, moving expenses, fringe benefits, and welfare benefits and generally excludes all nontaxable fringe benefits, welfare benefits and employee benefits, except that:

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(A) Amounts contributed under a salary reduction agreement to a 401(k) arrangement, to a 403(b) annuity or a simplified employee pension plan are excluded from “Compensation” even though included in wages under Code Section 3121(v);

(B) Amounts attributable to nonqualified deferred compensation are excluded from “Compensation” even though included in wages under Code Section 3121(v);

(C) Amounts paid to an Employee for medical or hospital expenses in connection with sickness or accident disability are excluded from “Compensation” even though taxable;

(D) Amounts paid to, or on behalf of, an Employee on account of sickness or accident Disability more than six months after the calendar month when the Employee last worked for a member of the Controlled Group are excluded from “Compensation” even though taxable; and

(E) Tips paid in any medium other than cash are excluded from “Compensation” even though taxable.

(iv) Modified Section 3401 Compensation. “Wages” as defined in Code Section 3401(a) for income tax withholding purposes, without regard to any rules that relate to the nature or location of the employment or the services performed, which generally is all taxable remuneration paid to the Employee in cash or in kind for the performance of services as a Covered Employee for a Participating Company, including taxable expense reimbursements, moving expenses, fringe benefits, and welfare benefits and generally excludes all nontaxable fringe benefits, welfare benefits and employee benefits, except that:

(A) Amounts paid for group term life insurance are excluded from “Compensation” even though taxable; and

(B) Tips paid in any medium other than cash are excluded from “Compensation” even though taxable.

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(v) W-2 Earnings. Remuneration which is received by an Employee in cash or in kind for the performance of services as a Covered Employee for a Participating Company and which must be reported as wages on the Employee’s Form W-2 for income tax purposes.

(b) Safe Harbor Adjustments to Compensation. To the extent elected in the Adoption Agreement, the following adjustments will be made to the “Compensation” of an Employee:

(i) Compensation shall be increased for salary reduction amounts which are excluded from the taxable income of the Employee under Code Sections 125, 402(e)(3) and 402(h). For Plan Years beginning on or after January 1, 2001, Compensation shall also be increased for salary reduction amounts which are excluded from the taxable income of the Employee under Code Section 132(f)(4).

(ii) Compensation shall be reduced by all of the following amounts even if they are taxable to the Employee:

(A) Expense reimbursements, expense allowances or moving expenses;

(B) Cash and noncash fringe benefits and welfare benefits; and

(c) Compensation Limit . In addition to other applicable limitations set forth in the Trust and Plan, and notwithstanding any other provision of the Trust and Plan to the contrary, the maximum annual Compensation of each Employee that can be taken into account for any purpose under the Trust and Plan subsequent to December 31, 1999 shall be One Hundred Seventy Thousand Dollars ($170,000), plus such adjustments for cost of living as shall be prescribed by the Secretary of the Treasury in accordance with Code Section 401(a)(17)(B). The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding twelve (12) months, over which Compensation is determined (determination period) beginning in such calendar year. If a determination period consists of fewer than twelve (12) months, the annual Compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the determination period, and the denominator of which is twelve (12).

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(d) Compensation with Respect to Self-Employed Individuals . For any Self-Employed Individual covered under the Trust and Plan, Compensation means Earned Income.

The amount of Compensation for any Plan Year shall be determined as of the last day of such year. In all respects, the amount of Compensation shall be determined in accordance with the information contained in the payroll records of the Participating Companies.

2.15 Controlled Group .

The words “Controlled Group” shall mean the Company and all corporations or business organizations which are members of a controlled group of corporations, as defined in Code Section 414(b), a controlled group of trades or businesses, as defined in Code Section 414(c), an affiliated service group, as defined in Code Section 414(m), or any other arrangements as defined in regulations under Code Section 414(o) of which the Company is a part but, in each case, only during the periods any such corporation or business organization is so defined.

2.16 Covered Employee .

The words “Covered Employee” shall mean any Employee of a Participating Company designated as a Covered Employee pursuant to the Adoption Agreement. In no event, however, shall any such Employee be a “Covered Employee” during any period that he:

(a) is employed in a capacity categorized by the Company as a Leased Person, regardless of his status as may be determined otherwise by the Commissioner of the Internal Revenue or other government entity;

(b) receives his Compensation from a leasing organization which is not an Affiliate of a Participating Company; or

(c) is employed in accordance with an oral or written employment agreement or arrangement, the terms and conditions of which preclude his participation in this Trust and Plan.

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2.17 Date of Hire .

The words “Date of Hire” shall mean the date on which an Employee commences employment and works at least one (1) Hour of Service for a member of the Controlled Group and shall mean, in the case of a rehired Employee, the first date following his previous Termination of Employment on which he works at least one (1) Hour of Service for a member of the Controlled Group. In the event that a business organization or the assets thereof shall be or shall have been acquired by, or merged into, a Participating Company or any Affiliate, the Date of Hire of each Employee who is or was an employee of such business organization on the date of acquisition or merger shall be deemed to be or have been the date such business organization or assets were acquired by, or merged into, the Participating Company or such Affiliate unless the Company or the Participating Company, by action of its Board of Directors, specifies that some or all of such Employees shall be deemed to have an earlier Date of Hire.

2.18 Earned Income .

The words “Earned Income” shall mean net earnings from self-employment in the trade or business with respect to which the Trust and Plan is established, provided the personal services of the individual are a material income producing factor. Net earnings will be determined without regard to items not included in gross income and the deductions allocable to such items. Net earnings are reduced by contributions made by a member of the Controlled Group to a qualified plan to the extent deductible under Code Section 404. For Taxable Years beginning after December 31, 1989, net earnings are also determined taking into account the deduction allowed to a member of the Controlled Group by Code Section 164(f).

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2.19 Effective Date .

The words “Effective Date” of this Trust and Plan shall mean the date specified in the Adoption Agreement.

2.20 Employee .

The word “Employee” shall mean any person employed in the trade, business or profession of a member of the Controlled Group, including any common-law Employee, Owner-Employee or Partner-Employee. The word “Employee” shall not include any person who renders service to a member of the Controlled Group solely as a director or independent contractor. The word “Employee” shall also include any Leased Person deemed to be an Employee of the Controlled Group as provided in Code Section 414(n) or (o).

2.21 Enrollment Date .

The words “Enrollment Date” shall mean the date as of which a Covered Employee may make an election to participate in the pre-tax contribution portion of the Trust and Plan, as set forth in the Adoption Agreement.

2.22 Entry Date .

The words “Entry Date” shall mean the date as of which a Covered Employee may become a Participant in the Trust and Plan, as set forth in the Adoption Agreement.

2.23 ERISA .

The acronym “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it shall be amended from time to time, and lawful regulations and pronouncements promulgated thereunder. Whenever a reference is made to a specific Section of ERISA, such reference shall be deemed to include any successor Section of ERISA having the same or similar purpose.

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2.24 Excess Compensation .

The words “Excess Compensation” shall mean for any Participant Compensation in excess of the Integration Level specified in the Adoption Agreement.

2.25 FMLA Leave .

The words “FMLA Leave” shall mean an Employee’s leave of absence which is designated by a Participating Company or a member of the Controlled Group as being taken pursuant to the Family and Medical Leave Act of 1993, as it may be amended form time to time, and lawful regulations and pronouncements promulgated thereunder.

2.26 Highly Compensated Employee .

The words “Highly Compensated Employee” shall mean an Employee or a former Employee who is highly compensated for a Plan Year as described in Code Section 414(q), which is hereby incorporated by reference. A Highly Compensated Employee is described for informational purposes herein as an Employee during a Plan Year who either:

(a) during the current Plan Year or the Look-Back Year, was at any time a five percent (5%) or more actual or constructive owner of a member of the Controlled Group; or

(b) during the Look-Back Year, (1) received Testing Compensation from a member of the Controlled Group greater than Eighty Thousand Dollars ($80,000.00) (plus any increase for cost of living after December 31, 1997 as determined by the Secretary of the Treasury or his delegate) and, if the Company so elects (B) was in the “Top-Paid Group” of Employees of the Controlled Group for such Look-Back Year.

A former Employee shall be considered to be “highly compensated” for a Plan Year if either (a) such former Employee was a Highly Compensated Employee when such former Employee terminated his employment; or (b) such former Employee was a Highly Compensated Employee at any time after attaining age fifty-five (55).

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In determining whether an Employee is a Highly Compensated Employee for years beginning in 1997, the amendments to Code Section 414(q) stated above are treated as having been in effect for years beginning in 1996.

2.27 Integration Level .

The words “Integration Level” shall mean a percentage of the Taxable Wage Base or other dollar amount, specified in the Adoption Agreement.

2.28 Investment Fund .

The words “Investment Fund” shall mean a fund designated by the Company pursuant to Article 9 hereof for the investment of Participants’ Accounts.

2.29 Leased Person .

The words “Leased Person” shall mean any individual (other than a common-law Employee of a Participating Company) who, pursuant to an agreement between the Participating Company and any leasing organization, has performed services for the Company or for the Participating Company or for related persons, as determined in accordance with Code Section 414(n)(6), on a substantially full-time basis for a period of at least one (1) year; provided, however, that such services are performed under the primary direction or control of a member of the Controlled Group. Contributions or benefits provided on behalf of a Leased Person by the leasing organization which are attributable to services performed for the Participating Company shall be treated as having been provided by the Participating Company.

A Leased Person shall not be considered an Employee of a Participating Company if:

(a) such person is covered by a money purchase pension plan which provides the following:

(i) a nonintegrated employer contribution formula of at least ten percent (10%) of a participant’s compensation, as

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defined in Code Section 415(c)(3), together with amounts contributed on his behalf pursuant to a salary reduction agreement which are excludable from the Employee’s gross income pursuant to Code Sections 125, 402(e)(3), 402(h) or 403(b);

(ii) immediate participation in said money purchase pension plan; and

(iii) full and immediate vesting under said money purchase pension plan; and

(b) Leased Persons do not constitute more than twenty percent (20%) of the Participating Company’s non-Highly Compensated Employees.

2.30 Limitation Year .

The words “Limitation Year” shall mean the twelve (12) month period selected in the Adoption Agreement. For periods prior to the Effective Date, the words “Limitation Year” shall mean the Limitation Years and, with appropriate adjustments, short limitation periods, established by the Company or by regulations issued by the Secretary of the Treasury or his delegate, for purposes of determining compliance with Code Section 415.

2.31 Look-Back Year .

The words “Look-Back Year” shall mean the twelve (12) month period immediately preceding the current Plan Year; provided, however, that the Company may elect that the Look-Back Year be the calendar year ending with or within such twelve (12) month period. Any such election must be made with respect to all qualified retirement plans of the Controlled Group.

2.32 Military Service.

The words “Military Service” shall mean duty in the uniformed services of the United States at the end of which an Employee’s right to reemployment with a Participating Company or any member of the Controlled Group is guaranteed by law, but only if such

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Employee returns to work with a Participating Company or a member of the Controlled Group during the period such reemployment rights are guaranteed.

Notwithstanding any provision of this Trust and Plan to the contrary, effective December 12, 1994, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Code Section 414(u), which, as applicable to this Trust and Plan, generally provides for certain periods of qualified military service to constitute, upon an Employee’s reemployment, Service under Article 3 hereof. In addition, upon such an Employee’s reemployment, he shall be permitted to make such pre-tax deferrals and after tax contributions in an amount not to exceed the maximum the Employee would have been permitted to contribute during the period of qualified military service if he had actually been employed by a Participating Company during such period, in accordance with the provisions of Code Section 414(u). Matching contributions will be made on such pre-tax deferrals and/or after tax contributions, as applicable.

2.33 Net Profits .

The words “Net Profits” shall mean the amount of net profit earned by a Participating Company during a particular Taxable Year or Years of such Participating Company, as shown on the financial statements of such Participating Company and as calculated in accordance with generally accepted accounting principles, before provision for contributions hereunder for the current Taxable Year and before provision for any taxes based upon income.

2.34 Normal Retirement Date .

The words “Normal Retirement Date” shall mean the date specified in the Adoption Agreement.

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2.35 Owner-Employee .

The word “Owner-Employee” shall mean a sole proprietor or a partner who owns more than ten percent (10%) of either the capital or profits interest of a partnership.

2.36 Participant .

The word “Participant” shall mean any person who becomes a Participant in this Trust and Plan in accordance with Article 4 hereof. A person shall cease to be a Participant upon his Termination of Employment or upon the complete distribution of his Accounts, as the context may require.

2.37 Partner-Employee .

The word “Partner-Employee” shall mean a partner who owns ten percent (10%) or less of either the capital or profits interest of a partnership.

2.38 Party in Interest .

The words “Party in Interest” shall mean any person who is a party in interest within the meaning of Section 3(14) of ERISA. For purposes of determining whether a person is a Party in Interest under the loan provisions contained in Article 12, the words “Party in Interest” generally refer to a former Employee who is either an officer or director of a Participating Company or a member of the Controlled Group.

2.39 Permanent and Total Disability .

The words “Permanent and Total Disability” and “Disability” shall have the meaning set forth in the definition below which has been specified in the Adoption Agreement.

(a) Social Security Definition . Under this definition, “Permanent and Total Disability” and “Disability” shall mean any disability which entitles the Participant to disability retirement benefits under the United States Social Security Act.

(b) Alternative Definition . Under this definition, “Permanent and Total Disability” and “Disability” shall mean any disability which

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continuously disables and wholly prevents a Participant from performing the duties of his occupation and which is expected to be of permanent duration, except that no Participant shall be deemed to be permanently and totally disabled if such disability was (i) contracted, suffered or incurred while the Participant was engaged in, or resulted from his having engaged in, a criminal act or enterprise or (ii) resulted from his habitual drunkenness or addiction to narcotics or (iii) resulted from any intentionally self-inflicted injury.

2.40 Personal Accounts .

The words “Personal Accounts” shall mean Pre-87 After Tax Accounts, Post-86 After Tax Accounts, Pre-87 IRA Accounts and Rollover Accounts.

2.41 Plan Year .

The words “Plan Year” shall mean the twelve (12) consecutive month period specified in the Adoption Agreement. Where the context so requires, “Plan Year” shall also mean the twelve (12) month period specified in the Adoption Agreement relating to a prior period or periods.

2.42 Qualified Nonelective Contribution .

The words “Qualified Nonelective Contribution” shall mean any Special ADP Contribution, together with any employer contribution and matching contribution which satisfies the requirements of Code Section 401(m)(4)(C) and regulations issued thereunder.

2.43 Related Employer .

The words “Related Employer” shall mean a corporation or other business organization which, when aggregated with any Participating Company, would be a single employer within the meaning of Code Sections 414(b), (c), (m) and (o), if the phrase “more than fifty percent (50%)” is substituted for the phrase “at least eighty percent (80%)” where the latter phrase appears in such Sections, but in each case, only during the periods any such corporation or business organization would be so defined.

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2.44 Restatement Date .

The words “Restatement Date” shall mean the date, if any, specified in the Adoption Agreement.

2.45 Self-Employed Individual .

The words “Self-Employed Individual” shall mean an individual who has Earned Income for the Taxable Year with respect to which the Trust and Plan is established, as well as an individual who would have had Earned Income but for the fact that the trade or business had no Net Profits for the Taxable Year.

2.46 Simple Plan .

The words “Simple Plan” shall mean this Trust and Plan during any Plan Year in which the Company has elected pursuant to Section (4) of the Adoption Agreement to comply with the provisions of Code Section 401(k)(11) and regulations issued thereunder.

2.47 Taxable Wage Base .

The words “Taxable Wage Base” shall mean, with respect to any Plan Year, the maximum amount of Compensation which may be considered wages for said Plan Year under Code Section 3121(a) as in effect as of the beginning of the Plan Year.

2.48 Taxable Year .

The words “Taxable Year” shall mean the annual accounting period of the Company, as specified in the Adoption Agreement.

2.49 Testing Compensation .

The words “Testing Compensation” shall mean remuneration used for testing purposes under this Trust and Plan. The words “Testing Compensation” shall be interpreted according to their context and:

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(a) when used to determine:

(i) whether the amounts allocated to Accounts comply with the limitations on allocations set forth in Code Section 415, described in Article 26 hereof;

(ii) whether the amounts allocated to Accounts comply with the “amounts testing” requirements of Code Section 401(a)(4); and

(iii) the identity of Highly Compensated Employees for purposes of the Trust and Plan;

Testing Compensation shall mean all amounts paid to a Participant as payment for services rendered by him to a Participating Company or any Related Employer which may be taken into account for purposes of determining limitations on Annual Additions and benefits under Code Section 415, but for periods prior to January 1, 1998, shall not include items excludable pursuant to Reg. §1.415-2(d)(2), including amounts contributed by a Participating Company to the Trustee pursuant to a Participant’s election under Section 5.1 hereof;

(b) when used to determine the top-heavy status of the Trust and Plan pursuant to Article 25 hereof, Testing Compensation shall mean all amounts paid to a Participant as payment for services rendered by him to a Participating Company or any Related Employer which may be taken into account for purposes of determining limitations on Annual Additions and benefits under Code Section 415, just as described in (a) above, but adjusted to exclude remuneration from a Related Employer which is not a Participating Company or Affiliate; and

(c) when used to determine satisfaction of the Deferral Percentage limit, the Contribution Percentage limit and the multiple use test of Article 8 of this Trust and Plan, Testing Compensation shall mean “Compensation” for such Plan Year as defined in Code Section 414(s).

2.50 Top-Paid Group .

The words “Top-Paid Group” shall mean the top paid twenty percent (20%) of Employees of the Controlled Group ranked on the basis of Testing Compensation from the

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Controlled Group paid during the Plan Year. In determining the members of the top paid group, the following Employees shall be excluded:

(a) Employees who have not completed six (6) months of service;

(b) Employees who normally work less than seventeen and one-half (17-1/2) Hours per week;

(d) Employees who have not attained age twenty-one (21);

(e) except to the extent provided in regulations, Employees who are included in a unit of Employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between employee representatives and a member of the Controlled Group; and

(f) Employees who are nonresident aliens and who receive no Earned Income (within the meaning of Code Section 911(d)(2) from the Controlled Group which constitutes income from sources within the United States (within the meaning of Code Section 861(a)(3)).

The Company may, on a consistent and uniform basis, as elected in the Adoption Agreement, apply subsections (a), (b), (c), or (d) above by substituting a shorter Period of Service, smaller number of Hours or months, or lower age for the Period of Service, number of Hours or months, or age (as the case may be) than that specified in such subsection.

2.51 Trust and Plan .

The words “Trust and Plan” shall mean for each Participating Company this instrument, together with the Adoption Agreement, as originally executed, and as it or they may be amended from time to time.

Notwithstanding the foregoing, the Company may elect in the Adoption Agreement to delete the Trust provisions of this Trust and Plan and to enter into a trust agreement with the Trustee. The adoption of any such trust agreement shall not change the

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status of this Trust and Plan as a prototype plan under the Calfee, Halter & Griswold LLP Prototype Trust and Plan.

2.52 Trustee .

The word “Trustee” shall mean the Trustee designated in the Adoption Agreement and any successor Trustee or Trustees having similar duties.

2.53 Valuation Date .

The words “Valuation Date” shall mean the date upon which the Trust and Plan’s assets are valued for purposes of allocating gains and losses among the Investment Funds and for determining the accrued benefit of each Participant. The Trust and Plan’s Valuation Date shall be such date or dates as shall be determined by the Company from time to time.

2.54 Vested Interest .

The words “Vested Interest” shall mean, with respect to any Participant, (a) plus (b) minus (c) where:

(a) equals the amount, if any, then credited to all Pre-Tax, Special ADP, and Safe Harbor Contribution Accounts maintained on his behalf;

(b) equals the sum of:

(i) the amount credited to his Employer Contribution and Match Accounts multiplied by his applicable Vested Percentage; plus

(ii) any distributions to the Participant or withdrawals by the Participant made from his Employer Contribution and Match Accounts since his earliest Date of Hire which has not been followed by five (5) consecutive One Year Breaks In Service, multiplied by his applicable Vested Percentage; and

(c) equals the amount of any distributions to the Participant or withdrawals by the Participant made from his Employer Contribution and Match Accounts since his earliest Date of Hire

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which has not been followed by five (5) consecutive One Year Breaks In Service.

2.55 Vested Percentage .

The words “Vested Percentage” shall mean for any Participant the percentage determined on the basis of his number of years of Vesting Service in accordance with the vesting alternative specified in the Adoption Agreement. Notwithstanding any other provision of this Trust and Plan to the contrary, upon attainment of his Normal Retirement Date and during all periods thereafter, a Participant shall have a Vested Percentage of one hundred percent (100%).

2.56 Other Terms Defined .

Other terms are defined elsewhere in this Trust and Plan and in the Adoption Agreement hereto. Such terms and the locations of their definitions are:

(a)	Active Participant	§4.6, Plan
(b)	Administrator	§49, PSAd.Ag.; §43, MPAd.Ag.
(c)	Adoption Date	§1, Ad.Ag.
(d)	Aggregate Limit	§8.8, Plan
(e)	Alternate Payee	§23.1, Plan
(f)	Annual Additions	§26.1, Plan
(g)	Compensation	§20, PSAd.Ag.; §16,MPAd.Ag.
(h)	Contribution Percentage	§8.8, Plan
(i)	Covered Employee	§15, PSAd.Ag.; §12, MPAd.Ag.
(j)	Deferral Percentage	§8.8, Plan
(k)	Defined Benefit Plan Fraction	§26.1, Plan
(l)	Defined Contribution Plan Fraction	§26.1, Plan
(m)	Determination Date	§25.2, Plan
(n)	Domestic Relations Order	§23.1 Plan
(o)	Early Retirement Date	§34, PSAd.Ag.; §29 MPAd.Ag.
(p)	Effective Date	§8, PSAd.Ag.: §7, MPAd.Ag.
(q)	Eligible Employee	§6.4, 6.6 Plan
(r)	Entry Date	§18, PSAd.Ag.; §15MPAd.Ag.
(s)	Excess Contributions	§8.7, Plan
(t)	Hour(s) of Service	§§3.1, 3.2, Plan
(u)	Inactive Participant	§4.6, Plan
(v)	Key Employee	§25.2, Plan
(w)	Limitation Year	§12, PSAd.Ag.; §11 MPAd.Ag.
(x)	Match Period	§23(a)(ii), PSAd.Ag.
(y)	Maximum Permitted Disparity	§6.2(b), Plan

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(z)	Non-Key Employee	§25.2, Plan
(aa)	Normal Retirement Date	§33, PSAd.Ag.; §28, MPAd.Ag.
(bb)	One Year Break In Service	§§3.1, 3.2, Plan
(cc)	Participating Company	§7, PSAd.Ag.; §6, MPAd.Ag.
(dd)	Period of Service	§3.1, Plan
(ee)	Period of Severance	§3.1, Plan
(ff)	Permanent and Total Disability	§35, PSAd.Ag.; §30, MPAd.Ag.
(gg)	Permissive Aggregation Group	§25.2, Plan
(hh)	Plan No.	§3, Ad.Ag.
(ii)	Plan Year	§11, PSAd.Ag.; §10, MPAd.Ag.
(jj)	Predecessor Plan	§2, Ad.Ag.
(kk)	Present Value	§25.2, Plan;
		§51(b), PSAd.Ag.; §45(b),
		MPAd.Ag.
(ll)	Projected Annual Benefit	§26.1, Plan
(mm)	Qualified Domestic Relations Order	§23.1, Plan
(nn)	Required Aggregation Group	§25.2, Plan
(oo)	Related Companies	§6, PSAd.Ag.; §5, MPAd.Ag.
(pp)	Restatement Date	§9, PSAd.Ag.; §8, MPAd.Ag.
(qq)	Service	§16, PSAd.Ag.; §13, MPAd.Ag.
(rr)	Shareholder-Employee	§12.6, Plan
(ss)	Sponsor	§53, PSAd.Ag.; §47, MPAd.Ag.
(tt)	Taxable Year	§10, PSAd.Ag.; §9, MPAd.Ag.
(uu)	Termination of Employment	§§3.1, 3.2, Plan
(vv)	Top-Heavy Group	§25.2, Plan
(ww)	Trustee	§47, PSAd.Ag.; §41, MPAd.Ag.
(xx)	Top-Heavy Valuation Date	§25.2, Plan;
		§51(c), PSAd.Ag.; §45(c),
		MPAd.Ag.
(yy)	Vested Percentage	§§27, 28, PSAd.Ag.; §§22, 23,
		MPAd.Ag.
(zz)	Vesting Service	§§3.1, §3.2, Plan,
		§16(b), 29, PSAd.Ag.; §13(b), (24),
		MPAd.Ag.
(aaa)	Year of Service	§§3.1, 3.2, Plan

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ARTICLE 3

SERVICE

3.1 Service Based on the Elapsed Time Method .

If the Company shall elect, pursuant to the Adoption Agreement, to calculate service for purposes of this Trust and Plan based on the elapsed time method, the following definitions shall apply:

(a) Hour of Service . The words “Hour of Service” or “Hour” shall mean for any Employee an Hour for which he is directly or indirectly paid or entitled to payment by a member of the Controlled Group for the performance of duties either as regular wages, salary or commissions or pursuant to an award or agreement requiring a member of the Controlled Group to pay back wages, irrespective of mitigation of damages.

(b) One Year Break In Service . The words “One Year Break In Service” shall mean for any Employee or former Employee a twelve (12) month Period of Severance commencing on his Termination of Employment or any anniversary thereof.

(c) Period of Service . The words “Period of Service” shall mean for any Employee any period during which he is or was employed by a member of the Controlled Group. Each such period shall be measured from his Date of Hire to the date of Termination of Employment which follows such Date of Hire.

In addition, if any Employee is rehired within twelve (12) months of:

(i) the date of his Termination of Employment; or

(ii) if earlier, the first day of any period of leave of absence, layoff, or Military Service after the end of which the Employee did not return to work for a member of the Controlled Group prior to his Termination of Employment,

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such Employee’s “Period of Service” shall include the Period of Severance measured from his date of Termination of Employment until his subsequent date of rehire.

Two or more Periods of Service or Periods of Severance that are included in an Employee’s service and that contain fractions of a year (computed in months and days) shall be aggregated on the basis of twelve (12) months constituting a year and thirty (30) days constituting a month.

(d) Period of Severance . The words “Period of Severance” shall mean, with respect to an Employee or former Employee, a period commencing on his Termination of Employment and ending on the date such Employee is rehired by a member of the Controlled Group. In the event of the Termination of Employment of an Employee by reason of either:

(i) the pregnancy of such Employee; or

(ii) the birth of a child of such Employee; or

(iii) the placement of a child with such Employee in connection with the adoption of such child by such Employee; or

(iv) the care for such child for a period beginning immediately following such birth or placement;

such Employee’s Period of Severance shall be deemed to have commenced on the first anniversary of the last day he actually performed services for a member of the Controlled Group. The Administrator may require any Employee who is absent from work by reason of any such pregnancy, birth or placement to furnish to the Administrator such timely information as the Administrator may reasonably require to establish that the Employee’s absence from work was by reason of such pregnancy, birth or placement.

(e) Termination of Employment . The words “Termination of Employment” shall mean for any Employee the occurrence of any one of the following events:

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(i) he is discharged by a member of the Controlled Group unless he is subsequently reemployed and given pay back to his date of discharge;

(ii) he voluntarily terminates employment with a member of the Controlled Group;

(iii) he retires from employment with a member of the Controlled Group;

(iv) he fails to return to work after exhaustion of his FMLA Leave, at the end of any leave of absence authorized by a member of the Controlled Group, or within ninety (90) days following such Employee’s release from Military Service or within any other period following Military Service in which his right to reemployment with a member of the Controlled Group is guaranteed by law, or within three (3) days after he has been recalled to work following a period of layoff;

(v) he has been continuously laid-off for six (6) months;

(vi) he fails to return to work after the cessation of Disability income payments under any sick leave, short term disability program or long term disability program of a member of the Controlled Group;

(vii) if the stock or assets of the business unit by which the Employee is employed are sold to a person or entity which is not a member of the Controlled Group or are transferred to a joint venture which is not a member of the Controlled Group and this Trust and Plan is assumed by such person or entity, the Employee’s Termination of Employment as defined in (i) through (vi) above with such person or entity; or

(viii) if the stock or assets of the business unit by which the Employee is employed are sold to a person or entity which is not a member of the Controlled Group or are transferred to a joint venture which is not a member of the Controlled Group and this Trust and Plan is not assumed by such person or entity, the date of sale of the stock or assets or the date of such transfer.

In the case of the occurrence of any event described in (iv) or (v) of this Section 3.1(e), the date of such Employee’s Termination of Employment shall be deemed to be the earlier of (A) the first

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anniversary of the first day of any such period of leave of absence, layoff, or Military Service, or (B) the last day of any such period of leave of absence, layoff or Military Service.

(f) Vesting Service . The words “Vesting Service” shall mean, for any Employee, the aggregate of all his Periods of Service, excluding any Periods of Service as the Company shall designate pursuant to the Adoption Agreement and excluding any Period of Service that a rehired Employee had prior to his most recent Termination of Employment, determined as of such date of Termination of Employment pursuant to this Section 3.1(f), provided that:

(i) such rehired Employee did not have a Vested Interest under this Trust and Plan on such date of Termination of Employment;

(ii) such rehired Employee has had a Period of Severance which equals or exceeds five (5) years; and

(iii) the period of such rehired Employee’s Vesting Service is less than or equal to his Period of Severance.

(g) Year of Service . The words “Year of Service” shall mean for any Employee a twelve (12) month Period of Service.

3.2 Service Based on the Hours Method .

If the Company shall elect, pursuant to the Adoption Agreement, to calculate service for purposes of this Trust and Plan based on the Hours method, the following definitions shall apply:

(a) Hours of Service . The words “Hours of Service” or “Hours” shall mean for any Employee the actual number of Hours for which he is directly or indirectly paid or entitled to payment by a member of the Controlled Group for the performance of duties either as regular wages, salary or commissions, or for reasons other than the performance of duties such as vacation or holiday pay, and in either case, including payments pursuant to an award or

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agreement requiring a member of the Controlled Group to pay back wages, irrespective of mitigation of damages. Hours of Service under this paragraph shall be calculated and credited pursuant to Section 2530.200b-2(b) and (c) of the Department of Labor Regulations which are incorporated herein by reference. Notwithstanding the foregoing,

(i) no Employee shall be credited with more than 501 Hours of Service with respect to payments he receives or is entitled to receive during any single continuous period during which he performs no services for a member of the Controlled Group (irrespective of whether he has terminated employment) due to vacation, holiday, illness, incapacity (including Disability), layoff, jury duty, military duty, or leave of absence;

(ii) no Employee shall be credited with Hours of Service with respect to payments he receives or is entitled to receive during a period when he performs no services for a member of the Controlled Group under a plan maintained solely for the purpose of complying with applicable workers’ compensation, unemployment compensation, disability insurance or Federal Social Security laws; and

(iii) no Employee or former Employee shall be credited with Hours of Service with respect to payments he receives or is entitled to receive under a pension benefit plan to which a member of the Controlled Group has contributed during a period when he performs no services for a member of the Controlled Group.

(b) One Year Break In Service . The words “One Year Break In Service” shall mean for any Employee or former Employee a Plan Year, ending after his Termination of Employment, during which the Employee or former Employee did not complete more than five hundred (500) Hours of Service for a member of the Controlled Group. Notwithstanding the foregoing provisions of this Section 3.2(b), in the event any Employee is absent from work, on or after the first day of the Plan Year, by reason of either:

(i) the pregnancy of such Employee; or

(ii) the birth of a child of such Employee; or

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(iii) the placement of a child with such Employee in connection with the adoption of such child by such Employee; or

(iv) the care for such child for a period beginning immediately following such birth or placement;

such Employee shall, solely for the purposes of determining whether such Employee has incurred a One Year Break In Service pursuant to this Section 3.2(b), be credited either with the Hours of Service which otherwise would normally have been credited to such Employee but for such absence or, in any case in which the Administrator is unable to determine the Hours described in the preceding clause, eight (8) Hours per day of such absence; provided, however, that the total number of Hours of Service which an Employee may be credited with by reason of any such pregnancy, birth or placement shall not exceed five hundred one (501) Hours. An Employee shall be credited with the Hours of Service described in the preceding sentence only in the Plan Year in which the absence from work begins if the Employee would be prevented from incurring a One Year Break In Service in such Plan Year solely because the Employee is credited with Hours of Service pursuant to the preceding sentence or, in any other case, in the immediately following Plan Year. The Administrator may require any Employee who is absent from work because of any such pregnancy, birth or placement to furnish to the Administrator such timely information as the Administrator may reasonably require to establish both that the Employee’s absence from work is because of such pregnancy, birth or placement and the number of days during which the Employee was absent because of such pregnancy, birth or placement.

(c) Termination of Employment . The words “Termination of Employment” shall mean for any Employee the occurrence of any one of the following events:

(i) he is discharged by a member of the Controlled Group unless he is subsequently reemployed and given pay back to his date of discharge;

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(ii) he voluntarily terminates employment with a member of the Controlled Group;

(iii) he retires from employment with a member of the Controlled Group;

(v) he has been continuously laid-off for six (6) months;

(viii) if the stock or assets of the business unit by which the Employee is employed are sold to a person or entity which is not a member of the Controlled Group and this Trust and Plan is not assumed by such person or entity, the date of sale of the stock or assets or the date of such transfer.

In the case of the occurrence of any event described in (iv) or (v) of this Section 3.2(c), the date of such Employee’s Termination of Employment shall be deemed to be the first day of any such period of leave of absence, layoff, or Military Service.

(d) Vesting Service . The words “Vesting Service” shall mean for any Employee the number of Plan Years during which the Employee has been or was previously

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employed by a member of the Controlled Group, excluding any Plan Years during which the Employee does not complete at least one thousand (1,000) Hours of Service for a member of the Controlled Group, excluding such other Plan Years as are specified in the Adoption Agreement and excluding any years of Vesting Service which a rehired Employee had prior to the date of his most recent Termination of Employment, determined as of such date of Termination of Employment pursuant to this Section 3.2(d), provided that:

(i) such rehired Employee did not have a Vested Interest under this Trust and Plan on such date of Termination of Employment;

(ii) such rehired Employee has had at least five (5) consecutive One Year Breaks In Service since the last day of such Vesting Service; and

(iii) the number of years of such rehired Employee’s Vesting Service is less than or equal to the number of consecutive One Year Breaks In Service which he had after the last day of such Vesting Service.

(e) Year of Service . The words “Year of Service” shall mean for any Employee a twelve (12) month period commencing on such Employee’s Date of Hire or on the first day of any Plan Year commencing thereafter during which the Employee has been or was previously employed by a member of the Controlled Group, excluding any such Years of Service during which the Employee completed less than one thousand (1,000) Hours of Service for a member of the Controlled Group.

For purposes of determining a “Year of Service,” pursuant to this Section 3.2(e), the initial twelve (12) month period measured from an Employee’s Date of Hire shall overlap the first Plan Year following his Date of Hire. Thus, if an Employee completes at least one thousand (1,000) Hours of Service during both the initial twelve (12) month period and the overlapping

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Plan Year, he shall be deemed to have two (2) Years of Service as of the last day of such Plan Year.

3.3 Service With Predecessor Employer .

Unless otherwise excluded pursuant to the Company’s election in the Adoption Agreement, service with a predecessor employer prior to the acquisition by the Controlled Group of such predecessor employer shall be treated as service for the Controlled Group. Notwithstanding a contrary election in the Adoption Agreement, however, if the predecessor employer maintained a qualified plan at any time within five (5) years prior to the adoption of this Trust and Plan, service with a predecessor employer must be treated as service for the Controlled Group.

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ARTICLE 4

ELIGIBILITY AND PARTICIPATION

4.1 Eligibility Requirements .

Each Covered Employee shall be eligible to become a Participant under this Trust and Plan when he has met the eligibility requirements set forth in the Adoption Agreement for making a pre-tax contribution election or for receiving an allocation of the contributions of the Participating Companies under the Trust and Plan, or both.

4.2 Enrollment .

A Covered Employee shall be eligible to make a pre-tax contribution election as of any Enrollment Date coinciding with or following the date on which or as of which the Administrator notifies the Covered Employee that he is eligible to make a pre-tax contribution election.

An eligible Covered Employee shall become a Participant as of such Enrollment Date if he shall agree, by such means (including in writing, orally, telephonically or electronically) as the Administrator may determine, to defer certain of his unpaid Compensation pursuant to Section 5.1 hereof and to have such amounts contributed to the Trust and Plan on his behalf as pre-tax contributions. An eligible Covered Employee may also become a Participant by virtue of a deemed election pursuant to Section 4.3. A Participant may increase or decrease the amount of his pre-tax contributions in accordance with the provisions of Article 5 hereof.

4.3 Election Not To Participate; Automatic Participation .

If the Company shall elect in the Adoption Agreement to have the automatic participation provisions apply, an eligible Covered Employee may decline to participate in the Trust and Plan by so electing at any time in such manner (including in writing, orally,

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telephonically or electronically) as the Administrator may determine. An eligible Covered Employee who declines to participate pursuant to this Section shall not become a Participant in the Trust and Plan, shall not have any Accounts established on his behalf and shall not be eligible to receive an allocation of any contribution made to the Trust and Plan by a Participating Company until his Entry Date as provided in Section 4.4 hereof. Such a Participant may later elect to make pre-tax contributions to the Trust and Plan in accordance with the provisions of Section 4.2 and Article 5 hereof.

In the event that an eligible Covered Employee who is subject to this Section 4.3 fails to make any affirmative election in accordance with Section 4.2, and also does not elect pursuant to this Section not to participate, he shall be deemed to have elected to have pre-tax contributions made on his behalf in such amount or percentage of his Compensation as is set forth in the Adoption Agreement. Such contributions shall commence as of the first payroll period that ends at least thirty (30) days after the Participant’s initial Enrollment Date.

4.4 Entry Date .

Every Covered Employee who becomes eligible to participate in this Trust and Plan pursuant to the Adoption Agreement shall automatically become a Participant as of the Entry Date as set forth in the Adoption Agreement coinciding with or next following his eligibility, provided he remains a Covered Employee on such Entry Date.

4.5 Reemployment .

In the event that a member of the Controlled Group which is a Participating Company shall reemploy a former Participant, such former Participant shall automatically become a Participant in this Trust and Plan as of the first Enrollment Date on or as soon as administratively practicable following his date of rehire or any Enrollment Date thereafter,

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provided he is a Covered Employee. If the deemed election provisions set forth in Section 4.3 above apply to Covered Employees employed by the Participating Company that rehires such former Participant, such provisions also shall apply with respect to the rehired Participant. In the event that a member of the Controlled Group which is a Participating Company shall reemploy a former Employee who was not a Participant during his previous period of employment, such Employee must satisfy the requirements set forth in Section 4.1 hereof and the Adoption Agreement before he shall become eligible to participate in this Trust and Plan.

4.6 Active and Inactive Participants .

A Participant will be considered to be an Active Participant during any period he is a Covered Employee. If a Participant ceases to be a Covered Employee but continues to be an Employee of a member of the Controlled Group, he will be an Inactive Participant during such period of employment. An Inactive Participant who again becomes a Covered Employee shall participate in the Trust and Plan immediately upon this change in status.

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ARTICLE 5

PRE-TAX CONTRIBUTIONS

5.1 Election of Pre-Tax Contributions .

If the Adoption Agreement permits pre-tax contributions, then, pursuant to a salary reduction agreement, an Active Participant may elect that a stated portion of his unpaid Compensation for a Plan Year which would normally be paid to him by a Participating Company, be paid by the Participating Company to the Trustee hereunder and be treated as a contribution by the Participating Company. An Active Participant’s election hereunder shall be made in such manner (including in writing, orally, telephonically or electronically) as the Administrator may determine and shall include deemed elections made pursuant to Section 4.3, if applicable. Any such election shall be conditioned upon:

(a) his right to defer the imposition of federal income tax on such deferred compensation until a subsequent distribution of such amount under this Trust and Plan; and

(b) the Participating Company’s right to deduct such amount for federal income tax purposes before taking into account any contributions made by the Participating Company under Article 6 hereof and after taking into account any contributions made by the Participating Company under any other pension, profit sharing or stock bonus plans maintained by the Participating Company which meet the requirements of Code Section 401(a).

5.2 Limitations on Pre-Tax Contributions .

The Company may, from time to time, establish minimum and maximum limits for the amount of pre-tax contributions that Participants can make under this Trust and Plan. The Company may establish maximum limitations which apply solely to Highly Compensated Employees. Any limitation, whether a maximum or a minimum, can be either a stated dollar amount or a stated percentage of Compensation, as shall be prescribed by the Administrator.

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5.3 Changes in Elections .

An election made by a Participant pursuant to Section 5.1 hereof shall continue in effect until changed or revoked, or unless automatically suspended pursuant to Section 5.6 hereof, notwithstanding any changes in the amount of such Participant’s Compensation. A Participant may change the portion of his Compensation to be contributed to this Trust and Plan or suspend his contributions to this Trust and Plan pursuant to Section 5.1 hereof at least one (1) time in each Plan Year, at such times as the Company shall permit. If the Company has made an election that the Trust and Plan shall be a Simple Plan or in the event the automatic enrollment provisions of Section 4.3 hereof apply, Participants may suspend their contributions to this Trust and Plan pursuant to Section 5.1 at any time. A Participant shall change or suspend his election by providing such notice in such manner (including in writing, orally, telephonically or electronically) as the Administrator in its sole discretion, shall require.

5.4 Payment to Trustee .

All pre-tax contributions made by a Participant pursuant to Sections 4.3 and 5.1 shall be paid to the Trustee in cash not later than the date on which such amounts can reasonably be segregated from a Participating Company’s general assets. In any event, such amounts shall be paid to the Trustee not later than fifteen (15) business days after the close of the month which includes the date on which such amounts would otherwise have been payable to the Participant in cash.

5.5 Pre-Tax Accounts .

Any amounts contributed by a Participating Company pursuant to a Participant’s election under Section 5.1 above or deemed election pursuant to Section 4.3 hereof shall be held by the Trustee as a part of the Trust Fund created under this Trust and Plan, shall be specifically

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allocated to a Pre-Tax Account for the benefit of such Participant and shall be invested and reinvested, valued and administered in accordance with the terms of this Trust and Plan. Any amounts credited to a Participant’s Pre-Tax Account shall be fully vested and nonforfeitable at all times.

5.6 Suspension of Pre-Tax Contributions .

In the event a Participant receives a distribution from his Pre-Tax Account as a result of hardship as described in Article 14, such Participant’s pre-tax contributions under Section 4.3 or 5.1 hereof shall be suspended for a twelve (12) month period after his receipt of such hardship distribution. In addition, for the taxable year of the Participant immediately following the Participant’s taxable year during which said hardship distribution occurs, such Participant shall be barred from making pre-tax contributions in excess of (a) minus (b) below, where:

(a) equals the dollar limit set forth in Section 8.2 hereof; and

(b) equals the amount of such Participant’s pre-tax contributions for the Participant’s taxable year during which said hardship distribution is made.

5.7 Catch-Up Contributions After Return From Military Service .

In the event that a Participant returns to employment with a Participating Company or a member of the Controlled Group within the time allowed by law following a leave of absence due to Military Service and such Participant failed to make pre-tax contributions while on such leave of absence, the Participant may elect to make catch-up pre-tax contributions relating to such period of Military Service, to the extend required by Code Section 414(u). The period during which such Participant may make such catch-up contributions shall commence on his date of rehire and shall continue for a period which is the lesser of five (5) years following such date of rehire or three (3) times the Participant’s period of Military Service.

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ARTICLE 6

PARTICIPATING COMPANY CONTRIBUTIONS

6.1 Types of Contributions .

For each Plan Year ending after the Effective Date, a Participating Company shall make a contribution in cash or other property, in addition to the pre-tax contributions described in Articles 4 and 5 hereof, to the extent required or permitted by the Adoption Agreement. At the time the Participating Company pays the contribution to the Trustee, it shall notify the Trustee of the type of the contribution, or portions thereof, from among the following listed categories:

(a) a profit sharing contribution or money purchase contribution to be allocated among the Employer Contribution Accounts of eligible Participants in accordance with Section 6.2 hereof;

(b) a matching contribution to be allocated among the Match Accounts of eligible contributing Participants in accordance with Section 6.3 hereof;

(c) a safe harbor contribution to be allocated among the Safe Harbor Contribution Accounts and/or the Match Accounts of Eligible Employees in accordance with Section 6.4 hereof;

(d) a special ADP contribution to be allocated among the Special ADP Accounts of eligible Participants in accordance with Section 6.5 hereof; and

(e) a Simple Plan contribution to be allocated among the Employer Contribution and/or Match Accounts of Eligible Employees in accordance with Section 6.6 hereof.

6.2 Employer Contributions .

If the Adoption Agreement provides for profit sharing or money purchase contributions, any such contributions by the Participating Companies shall be allocated among the Employer Contribution Accounts of all Participants who were Active Participants during the

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Plan Year, excluding any Participants described in the Adoption Agreement. Such contributions shall be allocated in the manner specified in the Adoption Agreement as follows:

(a) Relative Compensation . Under the relative compensation method, such contributions shall be allocated to the Employer Contribution Account of each Participant eligible to receive an allocation pursuant to this Section 6.2 in an amount equal to that portion of the contribution which bears the same relationship to such contribution as such Participant’s Compensation during the Plan Year bears to the total Compensation of all such Participants during such Plan Year.

(b) Integration Method . Under the integration method, such contribution shall be allocated to the Employer Contribution Account of each Participant eligible to receive an allocation pursuant to this Section 6.2 as follows:

(i) contributions shall be allocated among Participants in the ratio that the sum of each Participant’s Compensation and Compensation in excess of the Integration Level selected in the Adoption Agreement bears to the sum of all Participants’ Compensation and Compensation in excess of the Integration Level, but not in excess of the Maximum Permitted Disparity Rate determined as follows:

Integration Level Specified in The Adoption Agreement As A Percentage of The Taxable Wage Base		Maximum Permitted Disparity Rate
0% To 20%		5.7%
20.1% To 80%		4.3%
80.1% To 99.9%		5.4%
100%		5.7%

(ii) the balance of the employer contribution of the Participating Companies shall be allocated among such Participants in the ratio of their relative Compensation.

(c) Per Capita Method . Under the per capita method, such contributions shall be allocated in equal amounts to the Employer Contribution Account of each Participant eligible to receive an allocation pursuant to this Section 6.2.

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(d) Hours Worked Method . Under the Hours worked method, such contributions shall be allocated to the Employer Contribution Accounts of Participants eligible to receive an allocation pursuant to this Section 6.2 in proportion to the Hours of Service, as defined in Section 3.1(a) of this Trust and Plan, actually worked by each such eligible Participant.

(e) Uniform Points Method . Under the uniform points method, such contributions shall be allocated to the Employer Contribution Accounts of Participants eligible to receive an allocation pursuant to this Section 6.2 in an amount equal to that portion of the contribution which bears the same relationship to such contribution as such Participant’s points for such Plan Year, as described in the Adoption Agreement, bears to the total points of all such Participants for such Plan Year.

6.3 Matching Contributions .

If the Adoption Agreement so provides, each Participating Company may make a matching contribution to this Trust and Plan for each period specified in the Adoption Agreement. Such matching contribution, if any, shall be allocated to the Match Account of each Participant on whose behalf it is made.