RETIREMENT SAVINGS VOLUNTARY PLAN

The Talbots, Inc., a corporation organized and existing under the laws of the State of Delaware, (the “Company”), established the Talbots, Inc. Retirement Savings Voluntary Plan (“Plan”) as of January 1, 1989. The Plan was last amended and restated effective as of November 1, 1993, to reflect changes in the law and the institution of a Company stock fund.

The Plan is hereby amended and restated effective January 1, 1997, unless otherwise noted herein, to comply with the Uruguay Round Agreements Act of 1994 (“GATT’); the Uniform Services Employment and Reemployment Rights Act of 1994 (“USERRA”); the Small Business Job Protection Act of 1996 (“SBJPA”); the Taxpayers Relief Act of 1997 (“TRA 97”); the Internal Revenue Service Restructuring and Reform Act of 1998 (“RRA 98”); and the Community Renewal Tax Relief Act of 2000 (“CRA”) (collectively known as “GUST”).

The purposes for which the Plan has been established are (1) to provide greater financial security for those employees of the Company who are eligible to participate in the Plan by assuring them and, in certain circumstances, their beneficiaries a monthly income in the event of their retirement, and (2) to provide financial assistance to participating employees (or their beneficiaries) in the event of the death or disability of such employees prior to their retirement. Notwithstanding the foregoing, effective April 1, 2001, benefits payable on account of a Participant’s death, retirement, Disability or termination of service prior to attaining normal retirement age shall be payable in a lump sum.

Until such time as participating employees or their beneficiaries become entitled to the payment of benefits hereunder, the trustee shall hold all contributions to and assets of the Plan in trust for the exclusive benefit of such employees and their beneficiaries.

The Plan and the Trust are intended to conform with the provisions of the Internal Revenue Code of 1986, as amended, and the Employee Retirement Income Security Act of 1974, as amended, with the intention that the income of the Trust and all additions and accretions thereto shall remain free of taxation until distributions are made to participating employees and their beneficiaries.

As used in the Plan, the following terms shall have the meanings set forth below:

1.01            Accrued Benefit .  The sum of a Participant’s

1.02            Actual 401(m) Contribution Percentage .  Consistent with Treasury Regulations issued under Section 1.401(m)-1, the ratio (expressed as a percentage) of the sum of the Voluntary Non-deductible Contributions, Qualified Non-Elective Contributions, Qualified Matching Contributions or Pre-Tax Contributions, and Matching Contributions under the Plan on behalf of the Participant for the Plan Year to the Participant’s Compensation for the Plan Year. As used in the Plan the term Actual 401(m) Contribution Percentage has the same meaning as the term “contribution percentage” as defined in Code Section 401(m)(3).

1.03            Actual Pre-tax Contribution Percentage .  Consistent with Treasury Regulations issued under Section 1.401(k), the ratio (expressed in a percentage) of the sum of Pre-tax Contributions, Qualified Non-Elective Contributions, and Qualified Matching Contributions on behalf of the Participant for the Plan Year to the Participant’s Compensation for the Plan Year. The Actual Pre-tax Contribution Percentage of an Employee who is eligible to, but does not make a Pre-tax Contribution, is zero. As used in this Plan the term Actual Pre-tax Contribution Percentage has the same meaning as the term “actual deferral percentage” as defined in Code Section 40l(k)(3)(B).

1.04            Adjustment Factor .  The cost of living factor prescribed by the Secretary of the Treasury under Code Section 415(d) for Plan Years beginning on and after the Effective Date as applied to such items and in such manner as the Secretary shall provide.

1.05            Anniversary Year .  The period consisting of twelve (12) consecutive months beginning on the date on which an Employee first receives credit for an Hour of Service following his or her initial employment with an Employing Company or, if applicable, following any One-Year Break in Service and each period of twelve (12) consecutive months beginning on the anniversary of such date.

1.06            Annual Addition .  The sum for any Limitation Year, of (a) all contributions made to the Plan for or by the Participant, except Rollover Contributions, with respect to the Limitation Year, plus (b) forfeitures (if any) allocated to the account of the Participant with respect to the Limitation Year.

1.07            Average Actual 401(m) Contribution Percentage .  The average (expressed as a percentage) of the Actual 401(m) Contribution Percentages of the Participants in a testing group, consisting either of all Highly Compensated Employees or all Non-highly Compensated Employees.

1.08            Average Actual Pre-tax Contribution Percentage .  The average (expressed as a percentage) of the Actual Pre-tax Contribution Percentages of the Participants in a testing group, consisting either of all Highly Compensated Employees or all Non-highly Compensated Employees.

1.09            Beneficiary .  Any person designated by a Participant to receive any Plan benefit hereunder that is payable upon the death of such Participant. This term shall include any person whose entitlement to benefits hereunder has been made dependent by a Participant upon the survival of some person other than such person or upon any other event uncertain to occur (hereinafter referred to as a “Contingent Beneficiary”).

1.10            Benefit Commencement Date .  The date as of which benefits hereunder first become payable, in accordance with the provisions of Article VIII, to or in respect of a Participant who ceases or has ceased to be an Employee.

1.11            Black Out Period   The period during which trading in Company Stock or any other Investment Fund is or may be prohibited by applicable law or regulation.

1.12            Board .  The Board of Directors of the Company (as hereinafter defined).

1.13            Code .  The Internal Revenue Code of 1986, as amended from time to time.

1.14            Company .  The Talbots, Inc. a Delaware corporation, and any successor to all or a major portion of its property or business.

1.15            Company Stock .  Common shares issued by the Company.

1.16            Company Stock Fund .  The Investment Fund established by the Plan Administrator which is to be principally invested in Company Stock.

1.17            Company Suspense Account .  The separate account maintained for contributions made to the Plan, any forfeitures under the Plan, and any other Plan assets held in the Trust until such time as they are allocated to Participant accounts and invested in one or more Investment Funds. Notwithstanding the foregoing, effective October 1, 1999, the Company Suspense Account is no longer maintained under the Plan.

1.18            Compensation .  A Participant’s basic salary, wages, bonuses, overtime and commissions paid by the Company during the Plan Year and including, in addition, Pre-tax Contributions hereunder and any other salary reduction made pursuant to Code Section 125.

In addition to other applicable limitations set forth in the Plan, and notwithstanding any other provision of the Plan to the contrary, the annual Compensation of each Employee taken into account under the Plan shall not exceed the OBRA’93 Annual Compensation Limit. The OBRA’93 Annual Compensation Limit is $150,000, as adjusted by the Commissioner for increases in the cost of living 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 12 months, over which Compensation is determined (determination period) beginning in such calendar year. If a determination period consists of fewer than 12 months, the OBRA’93 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 12.

Any reference in this Plan to the limitation under Code Section 401(a)(l7) shall mean the OBRA’93 Annual Compensation Limit set forth in this provision If Compensation for any prior determination period is taken into account in determining an Employee’s benefits accruing in the current Plan Year, the Compensation for that prior determination period is subject to the OBRA’93 Annual Compensation Limit in effect for that prior determination period.

For purposes of this Section and Section 3.04, for Plan Years beginning on or after January 1, 2001, Compensation paid or made available during such Plan Year shall include elective amounts that are not includible in the gross income of the Employee by reason of Code Section 132(f)(4).

Effective January 1, 2002, a Participant’s Compensation in his or her initial year of participation in the Plan shall include only that Compensation attributable to the period beginning with the Participant’s effective date of participation in this Plan pursuant to Article II.

1.19            Direct Rollover .  The payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

1.20            Disability .  A total and permanent disability, as determined in the sole discretion of the Plan Administrator on a non-discriminatory basis, such that the Participant is unable to perform any gainful activity due to a physical or mental impairment.

1.21            Distributee .  An Employee or former Employee, including the Employee or former Employee’s surviving Spouse or former Spouse who is the alternate payee under a qualified domestic relations order as defined in Code Section 414(p) with respect to the interest of such Spouse or former Spouse.

1.22            Effective Date .  The effective date of this Plan is January 1, 1989. The amendment and restatement date is January 1, 1997.

1.23            Eligible Retirement Plan .  An individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), any annuity plan described in Code Section 403(b), or a qualified trust described in Code Section 401(a), that accepts the Distributee’s Eligible Rollover Distribution; provided that in the case of an Eligible Rollover Distribution to the Participant’s surviving Spouse, an Eligible Retirement Plan shall be an individual retirement account or an individual retirement annuity.

1.24            Eligible Rollover Distribution .  Any distribution of all or any portion of the balance to the credit of the Distributee, except for (a) 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 his or her designated Beneficiary, or for a specified period of ten (10) years or more, (b) any distribution to the extent such distribution is required under Code Section 401(a)(9), or (c) the portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to Company Stock or other employer securities). In addition to the foregoing, effective January 1, 2000, an eligible rollover distribution shall not include any hardship distribution described in Code Section 401 (k)(2)(B)(i)(IV).

1.25            Employee .  Any individual who, on or after the Effective Date, is employed by the Company. Notwithstanding the foregoing, effective April 1, 2000, Employee shall mean any individual who, on or after the Effective Date, is employed by an Employing Company.

1.26            Employee Contribution Accounts .  The separate accounts maintained in the records of the Plan Administrator for each Participant’s Rollover Contributions (the “Rollover Contribution Account”) and Voluntary Non-deductible Contributions (the “Voluntary Non-deductible Contribution Account”), if any, and Qualified Matching Contributions (the “Qualified Matching Contributions Account”) plus the Participant’s cumulative share of any income and gains allocable to each such separate account and minus the Participant’s cumulative share of any losses, distributions, expenses and other charges allocable to each such separate account and plus or minus any other applicable adjustments. Notwithstanding the forgoing, effective April 1, 2000, Employee Contribution Accounts shall mean the separate accounts maintained in the records of the Plan Administrator for each Employee’s Rollover Contributions (the “Rollover Contribution Account”) and Voluntary Non-deductible Contributions (the “Voluntary Non-deductible Contribution Account”), if any, and Qualified Matching Contributions (the “Qualified Matching Contributions Account”) plus the Employee’s cumulative share of any income and gains allocable to each such separate account and minus the Employee’s cumulative share of any losses, distributions, expenses and other charges allocable to each such separate account and plus or minus any other applicable adjustments.

1.27            Employer Contribution Accounts .  The separate accounts maintained in the records of the Plan Administrator for each Participant’s share of Matching Contributions (the “Matching Contribution Account”), if any, and Qualified Matching Contributions (the “Qualified Matching Contribution Account”) and Flat Contributions (the “Flat Contribution Account”) and Qualified Non-Elective Contributions (the “Qualified Non-Elective Contribution Account”) if any, plus the Participant’s cumulative share of any income and gains allocable to each such separate account and minus the Participant’s cumulative share of any losses, distributions, expenses or other charges allocable to each such separate account and plus or minus any other applicable adjustments.

1.28            Employing Company .  (a) The Company, (b) any corporation included in a controlled group of corporations in which the Company is included, in accordance with the provisions of Code Section 414(b), (c) any trade or business under common control with the Company, within the meaning of Code Section 414(c), and (d) any trade or business, whether incorporated or not incorporated, designated by the Board as an Employing Company. Notwithstanding the foregoing, effective April 1, 2000, Employing Company shall mean (a) The Company, (b) any corporation included in a controlled group of corporations in which the Company is included, in accordance with the provisions Code of Section 414(b), (c) any trade or business under common control with the Company, within the meaning of Code Section 414(c), and (d) any trade or business, whether incorporated or not incorporated, designated by the Board as an Employing Company, which is designated for participation in the Plan, including Talbots Classics National Bank and Talbots Classics Finance Company.

1.29            Employment Commencement Date .  The date on which an Employee first performs an Hour of Service (as hereinafter defined).

1.30            Entry Date .  Either January 1 or July 1 of each Plan Year. Notwithstanding the foregoing, effective October 1, 1999, Entry Date shall mean the first day of each calendar month of the Plan Year.

1.31            ERISA .  The Employee Retirement Income Security Act of 1974, as amended from time to time.

1.32            Excess Aggregate 401(m) Contributions .  If the requirements of Article III of the Plan with respect to the Average Actual 401(m) Contribution Percentage for Highly Compensated Employees are not met for the Plan Year, the aggregate amount of the sum of Matching Contributions and Voluntary Non-deductible Contributions (and any Qualified Non- Elective Contribution or Pre-Tax Contribution taken into account in computing the Average Actual 401(m) Contribution Percentage) actually made on behalf of Highly Compensated Employees for such Plan Year, over the maximum amount of such Contributions permitted under the limitations of Plan Section 3.03.1(c) (determined by reducing contributions made on behalf of Highly Compensated Employees in order of their Average Actual 401(m) Contribution Percentages beginning with the highest of such Percentages).

1.33            Excess Aggregate Pre-tax Contributions .  The aggregate amount by which the sum of Pre-tax Contributions, Qualified Non-Elective Contributions and Qualified Matching Contributions actually paid over to the Trust on behalf of Highly Compensated Employees for a Plan Year exceed the maximum amount of such Pre-tax Contributions permitted by Article III of the Plan and Code Section 401(k)(3)(A)(ii) for the Plan Year. The term Excess Aggregate Pre-Tax Contributions as used in the Plan has the same meaning as the term “excess contributions” as defined in Code Section 401(k)(8)(B).

1.34            Excess Individual Pre-tax Contributions .  The amount of Pre-tax Contributions for a calendar year that the Participant allocates to this Plan pursuant to the claim procedure set forth in Article III of the Plan. The term Excess Individual Pre-tax Contributions as used in the Plan has the same meaning as the term “excess deferrals” as defined in Code Section 402(g)(2)(A).

1.35            Fixed Income Fund .  The Investment Fund designated by the Plan Administrator which is principally invested in fixed income obligations.

1.36            Flat Contributions .  Contributions made on behalf of each Participant by an Employing Company pursuant to Section 3.01.2 of the Plan.

1.37            Highly Compensated Employee .  An Employee who:

In determining whether an Employee is a Highly Compensated Employee for years beginning in 1997, the above definition shall be treated as having been in effect for years beginning in 1996. The Company has not made a top-paid election for any Plan Year beginning on or after January 1, 1997.

The term “Highly Compensated Employee” also includes any former Employee who separated from service (or has a deemed separation from service, as determined under Treasury Regulations) prior to the Plan Year, performs no service for the Company during the Plan Year, and was a Highly Compensated Employee either for the separation year or any Plan Year ending on or after his or her 55th birthday. If the former Employee’s separation from service occurred prior to January 1, 1987, he or she is a Highly Compensated Employee only if he or she satisfied clause (a) of this Section or received Compensation in excess of $50,000 during: (1) the year of his or her separation from service (or the prior year); or (2) any year ending after his or her 54 ^th birthday.

1.38            Hour of Service .  Each hour:

(a)            for which an Employee directly or indirectly receives compensation from an Employing Company (such hours to be credited as of the time when the duties are performed);

(b)           for which an Employee directly or indirectly receives compensation or is entitled to compensation by an Employing Company for reasons other than the performance of duties including, but not limited to, vacation, holiday, illness, Disability, pregnancy, layoff, and jury duty;

(c)           during which an Employee is on an unpaid leave of absence from an Employing Company as determined by the Plan Administrator (as hereinafter defined) under uniform rules prescribed by the Plan Administrator;

(d)           for which an Employee is entitled to receive credit under the laws of the United States (including, but not limited to, those pertaining to military service) in addition to each Hour of Service credited under the preceding paragraphs (a) through (c); provided, however, that no more than five hundred and one (501) Hours of Service shall be credited under the preceding paragraphs (b) or (c) or this paragraph (d) on account of any single continuous period during which such Employee performs no duties; and provided, further, however, that no such Hours of Service shall be credited on the basis of any payment, or entitlement thereto, which is made or due under a plan maintained solely to comply with applicable workmen’s compensation, unemployment compensation or disability insurance laws or in accordance with a plan under which such Employee receives reimbursement solely for medical or medically related expenses incurred by him; and

(e)           for which an Employing Company has awarded or agreed to pay back pay, irrespective of mitigation of damages, other than an hour credited to an individual under the preceding paragraphs (a) through (d) above. Such hours shall be credited as of the time to which the award or agreement pertains.

(f)           Hours of Service may be credited on the basis of, respectively, 10, 45, 95, or 190 Hours of Service credited for, respectively, a day, week, semi-month or month during which an Employee is credited with at least one Hour of Service as defined in paragraphs (a) through (e) above.

The Plan Administrator shall credit an Employee’s Hours of Service to the appropriate employment period or periods, as determined in accordance with Department of Labor Regulation 2530.200b-2(c)(2), and shall compute the total Hours of Service hereunder in accordance with Department of Labor Regulation 2530.200b-2(b).

Solely for the purpose of determining whether a One-Year Break in Service (as hereinafter defined) has occurred, the Plan Administrator shall account for the following absences from employment as Hours of Service: (1) pregnancy of an Employee; (2) birth of a child of an Employee; (3) placement of a child with an Employee in connection with adoption proceedings; or (4) caring for a child described in the preceding subparagraphs (2) or (3) immediately after the birth or placement of such child; (5) an absence pursuant to the Family and Medical Leave Act of 1993; provided, however, that no more than five hundred and one (501) Hours of Service shall be credited under this paragraph and such Hours of Service shall be credited in the first Plan Year necessary to avoid a One-Year Break in Service.

1.39            Investment Funds .  The investment fund or funds designated by the Plan Administrator from time-to-time in which a Participant, Beneficiary or alternate payee under a qualified domestic relations order may direct the investment of his or her account or accounts pursuant to the provisions of Section 15.01 and subject to such rules and procedures established by the Plan Administrator and applied on a uniform and non-discriminatory basis. Notwithstanding the foregoing, effective September 11, 2000, an Employee who makes a Rollover Contribution prior to becoming a Participant shall be able to direct the investment of his or her account or accounts pursuant to Section 15.01.

1.40            Leased Employee .  An individual (who otherwise is not an Employee of the Employing Company) who, pursuant to a leasing agreement between the Employing Company and any other person, has performed services for the Employing Company (or for the Employing Company and any persons related to the Employing Company within the meaning of Code Section 414(n)(6)) on a substantially full time basis for at least one year, and such services are performed under the primary direction or control of the Employing Company. The Plan does not treat Leased Employees as eligible to participate.

1.41            Limitation Year .  A Plan Year.

1.42            Matching Contributions .  Contributions made on behalf of each Participant by an Employing Company pursuant to Section 3.01.1 of the Plan.

1.43            Month of Service .  A month of service means a calendar month during any part of which an Employee completed an Hour of Service, except, however, a Participant shall be credited with a month of service for each month during the 12 month computation period in which he or she has not incurred a One-Year Break in Service.

1.44            Non-highly Compensated Employee .  Any Employee of an Employing Company who is not a Highly Compensated Employee.

1.45            Normal Retirement Date .  The first day of the month coinciding with or next following the later of:

(a)           a Participant’s 65 ^th birthday, or

(b)           his completion of five (5) Years of Vesting Service.

1.46            One-Year Break in Service .  For eligibility purposes, a Plan Year during which an Employee has not completed more than five hundred (500) Hours of Service. For vesting purposes, if during a Plan Year an Employee fails to accrue a Month of Service, an Employee shall not be deemed to have incurred a One-Year Break in Service if he or she completes an Hour of Service within 12 months following the last day of the month during which his or her employment terminated.

1.47            Participant .  Any Employee who satisfies the requirements for eligibility in the Plan as long as he or she continues to satisfy such requirements. Notwithstanding the foregoing, effective September 11, 2000, a Participant shall also mean an Employee who makes a Rollover Contribution pursuant to Section 3.03.2.

1.48            Pension Plan .  The Talbots, Inc. Pension Plan.

1.49            Plan .  The Talbots, Inc. Retirement Savings Voluntary Plan and the Trust Agreement, as they may be amended or supplemented. This document and the Trust Agreement shall be treated as an integrated whole and shall be hereinafter referred to as the “Plan”.

1.50            Plan Administrator .  The administrative committee appointed in accordance with Article X of the Plan. The Plan Administrator shall be the “administrator” referred to in Section 3(16)(A)(i) of ERISA.

1.51            Plan Year .  The period of twelve (12) consecutive months commencing on January 1, 1989 and each twelve (12) month period thereafter.

1.52            Postponed Retirement Date .  The first day of the month coinciding with or next following the date of retirement of a Participant who continues in Service after his or her Normal Retirement Date.

1.53            Pre-tax Contributions .  Contributions made pursuant to the provisions of Section 3.02 of the Plan by the Employing Company, at the election of the Participant, in lieu of cash compensation, including contributions that are made pursuant to a salary or other compensation reduction authorization agreement. Notwithstanding the foregoing, effective October 1, 1999, for purposes of this Section, a reduction authorization agreement shall be executed by a written form or via appropriate electronic medium.

Pre-tax Contributions shall be non-forfeitable when made and shall be distributable only in accordance with the provisions of Articles III, VII and VIII of the Plan governing Pre-tax Contribution Accounts.

1.54            Pre-tax Contribution Account .  The separate account maintained in the records of the Plan Administrator for each Participant’s Pre-tax Contributions, if any, plus the Participant’s cumulative share of any income and gains allocable to such account and minus the Participant’s cumulative share of any losses, distributions, expenses and other charges allocable to such account and plus or minus any other applicable adjustments.

1.55            Qualified Matching Contributions .  Matching Contributions which are 100% vested and subject to Section 3.01.4 hereof.

1.56            Qualified Non-Elective Contributions .  Contributions made by an Employing Company pursuant to Section 3.01.3 of the Plan. Qualified Non-Elective Contributions shall be 100% vested and shall be subject to the limitations of Section 3.04.3 hereof.

1.57            Reemployment Commencement Date .  The first day on which an Employee completes an Hour of Service following the most recent Plan Year in which he or she incurred a One-Year Break in Service.

1.58            Restatement Date .  January 1, 1997.

1.59            Rollover Contributions .  A Participant’s contributions, if any, made pursuant to the provisions of Section 3.03.2 of the Plan. Notwithstanding the foregoing, effective September 11, 2000, Rollover Contributions shall mean a Participant’s or Employee’s contributions, if any, made pursuant to the provisions of Section 3.03.2.

1.60            Secretary .  The Secretary of the Treasury.

1.61            Section 415 Compensation .  The Participant’s wages, salaries, fees for professional service and other amounts for personal services actually rendered in the course of employment with an Employing Company maintaining the Plan (including, but not limited to, commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips and bonuses and in the case of a Participant who is an Employee within the meaning of Code Section 401(c)(l) and the Regulations thereunder, the Participant’s earned income (as described in Code Section 401(c)(2) arid the Regulations thereunder) paid during the Limitation Year. “Section 415 Compensation” shall exclude:

(a)           Contributions made by an Employing Company to a plan of deferred compensation to the extent that, before the application of the Code Section 415 limitations to the Plan, the contributions are not includable in the gross income of the Employee for the taxable year in which contributed;

(b)           Employing Company contributions made on behalf of an Employee to a simplified employee pension plan described in Code Section 408(k) to the extent such contributions are deductible by the Employee under Code Section 219(a);

(c)           Any distributions from a plan of deferred compensation regardless of whether such amounts are includable in the gross income of the Employee when distributed except that any amounts received by an Employee pursuant to an unfunded non-qualified plan to the extent such amounts are includable in the gross income of the Employee;

(d)           Amounts realized from the exercise of a non-qualified stock option or when restricted stock (or property) held by an Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture;

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

(f)           Other amounts which receive special tax benefits, such as premiums for group term life insurance (but only to the extent that the premiums are not includable in the gross income of the Employee), or contributions made by the employer (whether or not under a salary reduction agreement) towards the purchase of any annuity contract described in Code Section 403(b) (whether or not the contributions are excludable from the gross income of the Employee).

1.62            Service .  A period of employment from an Employee’s Employment Commencement Date or Reemployment Commencement Date until his or her termination date as

(a)            an employee of an Employing Company as of the date he or she became such; or

(b)           an employee of a predecessor thereof for periods before it became an Employing Company, as determined by the Board in a non-discriminatory manner; or

(c)           as otherwise defined in ERISA.

1.63            Spouse .  The person to whom a Participant is legally married at any relevant time, such as the time a consent is given pursuant to Section 7.03(b) or at the time of the Participant’s death.

1.64            Trust or Trust Fund .  The fund established by and maintained in accordance with the terms of the Trust Agreement.

1.65            Trustee .  State Street Bank and Trust Company, or any successor trustee appointed by the Board to administer the Trust. Notwithstanding the foregoing, effective October 1, 1999, Trustee shall mean the American Express Trust Company, or any successor trustee appointed by the Board to administer the Trust. For all purposes of administering the Trust, American Express Trust Company, shall be a discretionary trustee and shall be considered a Fiduciary of the Plan.

1.66            Trust Agreement .  The Master Trust Agreement entered into between the Trustee and the Company establishing the Trust.

1.67            Valuation Date .  The last day of each calendar quarter of each Plan Year and any other date or dates during a Plan Year as may be set from time to time by the Plan Administrator for the valuation of the assets of the Trust. Notwithstanding the foregoing, effective October 1, 1999, Valuation Date shall mean any day that the New York Stock Exchange is open for business or any other day chosen by the Plan Administrator.

1.68            Vested Benefit .  The sum of a Participant’s

(a)           Employer Contribution Accounts multiplied by the Participant’s Vesting Percentage;

(b)           Pre-tax Contribution Accounts; and

(c)           Employee Contribution Accounts.

1.69            Vesting Percentage .  The percentage determined in accordance with Article V.

1.70            Voluntary Investment Plan or VIP .  The Voluntary Investment Plan of General Mills, Inc. as maintained on behalf of Employees employed by the Company prior to June 27, 1988.

1.71            Voluntary Non-deductible Contributions .  A Participant’s contributions, if any, made pursuant to the provisions of Section 3.03.1 of the Plan.

1.72            Year of Eligibility Service .  Any Anniversary Year during which an Employee completes at least one thousand (1,000) Hours of Service whether or not such Employee is employed by an Employing Company throughout such Anniversary Year. Notwithstanding the foregoing, effective January 1, 2002, with respect to an Employee who does not complete at least one thousand (1,000) Hours of Service during his or her first Anniversary Year, Year of Eligibility Service shall mean the first Plan Year during which such Employee completes at least one thousand (1,000) Hours of Service.

1.73            Year of Vesting Service .  Each period of Service during which an Employee who has attained age 18 completes at least twelve (12) Months of Service, except as otherwise provided in Article V of the Plan. Years of Vesting Service as a participant in the Voluntary Investment Plan shall be recognized for the purposes of this Section and Article V.

1.74           Notwithstanding any provision of this 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).

2.01            Initial Participation .  (a) All Employees who were participants in the VIP on the day immediately preceding the Effective Date became Participants as of the Effective Date; (b) all Employees participating in the Plan on the Restatement Date shall continue to participate in the Plan as of that date; and (c) all other Employees shall become a Participant on the first Entry Date coinciding with or next following the date on which the Employee satisfies the following requirements:

(i)            the completion of one (1) Year of Eligibility Service; and

(ii)           the attainment of age twenty-one (21). An Employee who has satisfied the requirements of paragraphs (i) and (ii) and whose first Entry Date coincides with his or her leave of absence pursuant to the Family and Medical Leave Act of 1993 shall become a Participant as of the first day of the month following his or her return to Service following such leave of absence.

2.02            Termination of Participation .  Any Employee who becomes a Participant in accordance with the provisions of Section 2.01 shall cease to be a Participant as of the earlier of (a) the date of his or her death, or (b) the date on which he or she retires or otherwise ceases to be an Employee.

2.03            Participation of Re-hired Former Participants .  An Employee who ceases to be a Participant by reason of Section 2.02 shall again become a Participant as of his or her Reemployment Commencement Date if he or she is reemployed following the date on which he or she retired or otherwise ceased to be an Employee.

3.01            Employing Company Contributions .  Not later than the time prescribed by law (including extensions thereof) for filing their Federal income tax returns for their respective tax years, or such other time as may be provided in applicable Regulations under the Code, the Employing Companies shall make contributions to the Trust in such amounts as the Plan Administrator shall determine to be required pursuant to this Section or Section 302.

3.01.1   Matching Contributions .  The Employing Companies shall make Matching Contributions on behalf of each Participant actively employed by his or her Employing Company and who is making Pre-Tax Contributions on the last day of each calendar quarter in such percentages of a Participant’s Pie-Tax Contributions as may be determined by the Company for each such calendar quarter; provided that such Matching Contributions shall not exceed in any Plan Year the lesser of (a) 3% of his or her Compensation for such Plan Year, and (b) $7,000.00, as such amount may be adjusted by the Secretary under Code Section 402(g); provided further, that all Matching Contributions made on behalf of Participants who are Highly Compensated Employees shall be subject to the provisions of Code Section 401(m) and of Subsections (c) - (f) of Section 3.03.1 of the Plan.

Notwithstanding the foregoing, effective January 1, 2000, the Employing Companies shall make Matching Contributions on behalf of each Participant who is making Pre- Tax Contributions in such percentages of a Participant’s Pre-Tax Contributions as may be determined by the Company; provided that such Matching Contributions shall not exceed in any Plan Year the lesser of (a) 3% of his or her Compensation for such Plan Year, and (b) $7,000.00, as such amount may be adjusted by the Secretary under Code Section 402(g); provided further, that all Matching Contributions made on behalf of Participants who are Highly Compensated Employees shall be subject to the provisions of Code Section 401(m) and of Subsections (c) - (f) of Section 3.03.1 of the Plan.

The Employing Companies shall not make Matching Contributions that result in a failure to satisfy the Average Actual 401(m) Contribution Percentage Test described in Sections 3.03.1(c) and 3.03.1(d) hereof.

3.01.2     Flat Contributions .  The Employing Companies may in the discretion of the Company, make Flat Contributions on behalf of each Participant for each Plan Year on a per Participant basis. Such Flat Contributions, if any, shall be made on the basis of an equal amount for each Participant.

3.01.3     Qualified Non-Elective Contributions .  In its discretion, in lieu of, and/or in addition to, distributing Excess Aggregate Pre-tax Contributions, any Employing Company may make Qualified Non-Elective Contributions in order that the limitations of Sections 3.02.2(e) — (g), 3.05.1 and 3.05.2 are met. Such Qualified Non-Elective Contribution shall be made on behalf of Participants who are not Highly Compensated Employees and such Qualified Non-Elective Contributions, if any, shall be allocated in proportion to Compensation.

3.01.4    Qualified Matching Contributions .  In its discretion, in lieu of, and/or in addition to, forfeiting Excess Aggregate 401(m) Contributions, any Employing Company may make Qualified Matching Contributions in order that the limitations of Sections 3.03.1(c), 3.03.1(d), 3.05.1 and 3.05.2 are met. Such Qualified Matching Contributions shall be made on behalf of Participants who are not Highly Compensated Employees, and such Qualified Matching Contributions shall be allocated in proportion to Matching Contributions.

3.01.5    General Provisions Applicable to Employing Company Contributions .

(a)            Eligibility for Employing Company Contributions .  To receive an allocation of Matching and Qualified Matching Contributions, a Participant must be actively employed by an Employing Company and be making Pre-Tax Contributions under the Plan as of the last day of the calendar quarter as of which such Matching or Qualified Matching contribution is allocated on behalf of such Participant and all other Employing Company contributions shall be allocated to all Participants actively employed on the last day of the calendar quarter as of which such Employing Company contribution is allocated.

Notwithstanding the foregoing, effective October 1, 1999, to receive an allocation of Matching and Qualified Matching Contributions, a Participant must be making Pre- Tax Contributions under the Plan as of which such Matching or Qualified Matching contribution is allocated on behalf of such Participant and all other Employing Company contributions shall be allocated to all Participants as of which such Employing Company contribution is allocated.

(b)            Separate Accounts .  Separate accounts within each Participant’s Employer Contribution Accounts shall be maintained for those portions of each Participant’s Accrued Benefit that are attributable to (i) Matching Contributions, (ii) Qualified Matching Contributions, (iii) Qualified Non-Elective Contributions, and (iv) Flat Contributions. Each such separate account shall be credited as of each Valuation Date with the Participant’s share of any applicable contributions, income, gains, losses, distributions, expenses and other charges and any other adjustments.

(c)            Vesting .  All Qualified Non-Elective Contributions and Qualified Matching Contributions shall be fully vested at such time as they are allocated to the Participants Qualified Non-Elective Contribution and Qualified Matching Contribution Accounts, and all other Employing Company contributions shall be vested in accordance with Article V of this Plan.

(d)            Forfeitures .  Any forfeitures of Employing Company contributions shall first be applied, consistent with Section 5.05, as restoration of amounts forfeited under Section 5.02 and second shall be credited to the Matching Contribution Account of each remaining Participant actively participating in the Plan on the last day of the Plan Year in which such forfeiture allocation occurs, allocated in proportion to the Compensation of each such Participant.

Notwithstanding the foregoing, effective October 1, 1999, any forfeitures of Employing Company contributions shall first be applied, consistent with Section 5.05, as restoration of amounts forfeited under Section 5.02, second to reduce any applicable administrative fees of the Plan, and third to reduce the Employing Company contributions.

(e)            Distribution .  A Participant’s Employer Contribution Accounts shall be distributable only in accordance with the provisions of Articles VII and VIII governing Employer Contribution Accounts; provided that a Participant’s Matching Contribution Account shall be distributed as required pursuant to Section 3.03.

(f)            Status and Use of Contributions .  All contributions made by the Employing Companies to the Trust shall be irrevocable and shall be used solely to pay benefits under the Plan or to defray the expenses of administering the Plan, except as otherwise provided in Section 15.04.

(g)            No Employee Contributions Required .  Except to the extent of electing Pre-tax Contributions pursuant to Section 3.02 as a condition of receiving Matching Contributions and Qualified Matching Contributions pursuant to Section 3.01.1, Participants shall not be required to make contributions to the Trust.

(h)            No Profits Required .  The Employing Companies shall make their contributions under the Plan without regard to current or accumulated earnings and profits for the taxable year or years ending with or within the Plan Year.

(i)            Deductibility .  No Employing Company shall make a contribution unless it is deductible under Code Section 404 for the tax year in which such contribution was made.

(j)            Company In-Kind Contributions .  Company and Employing Company contributions may be made in Company Stock, whether the Company or the Employing Company obtains such Company Stock directly from the Company or purchases such Company Stock on the open market, and the Trustee shall be required to accept such in-kind contributions.

(k)            Holding in Suspense Account .  Notwithstanding anything herein to the contrary, at the direction of the Plan Administrator or the Trustee, contributions to the Trust Fund, forfeitures or other Plan assets shall be held in the Company Suspense Account until such time as they are allocated and credited to the account or accounts maintained on behalf of each Participant; provided that such allocation and credit to Participants’ accounts shall be made no later than as of the last day of the Plan Year. Notwithstanding the foregoing, effective October 1, 1999, the Company Suspense Account is no longer maintained under the Plan.

3.02            Pre-tax Contributions .  The Employing Companies shall contribute and allocate to each Participant’s Pre-tax Contribution Account an amount equal to the Pre-tax Contributions elected by the Participant pursuant to a compensation reduction authorization agreement with the Employing Company as provided in Section 3.02.1 and subject to the provisions of Section 3.02.2.

(a)  3.02.1   Compensation Reduction Authorization Agreements .  Any Participant desiring to authorize Pre-tax Contributions to be made to the Trust by an Employing Company must do so by filling out, signing and filing with the Plan Administrator a compensation reduction authorization agreement on a form supplied by the Plan Administrator. Notwithstanding the foregoing, effective October 1, 1999, any Participant desiring to authorize Pre-tax Contributions to be made to the Trust by an Employing Company must do so by completing a compensation reduction authorization agreement via the telephone recordkeeping system and procedures maintained by the Plan Administrator.

Any Pre-tax Contributions authorized by a Participant will apply to a Participant’s entire Compensation (except as limited in Section 3.02.2) and shall be funded by payroll deductions against the Participant’s Compensation.

3.02.2      General Provisions Applicable to Pre-tax Contributions .

(a)            Maximum Amount of Pre-tax Contributions . The maximum amount of Pit-tax Contributions made on behalf of any Participant shall be subject to all of the following limitations:

(i)           no Pre-tax Contributions shall be made on account of a Plan Year in excess of 15% of the Participant’s Compensation for such Plan Year;

(ii)           no Pre-tax Contributions shall be made to the Trust for any Participant during any calendar year in excess of $7,000 multiplied by the Adjustment Factor, or such other amount contained in Code Section 402(g);

(iii)           no Pre-tax Contribution shall be made on account of any Plan Year which would cause the Participant’s Annual Addition to exceed the maximum Annual Addition permitted for such Plan Year pursuant to the provisions of Section 3.04 after taking into account all Flat Contributions made on behalf of the Participant for such Plan Year but prior to taking into account all Matching Contributions and Voluntary Non-deductible Contributions made on behalf of or by the Participant for such Plan Year.

(b)            Commencement of Pre-tax Contributions .  Each Participant shall be eligible to elect a level of Pre-tax Contributions effective as of his or her Entry Date or on any subsequent January 1, April 1, July 1 or October 1; provided that each election pursuant to this Subsection (b) and each modification pursuant to Subsection (c) shall be in whole percentages only. Notwithstanding the foregoing, effective October 1, 1999, each Participant may enter the Plan on the first day of the month after meeting all eligibility requirements. If documentation is not received by the required administrative time, the enrollment will be effective as soon as administratively possible after documentation is received.

(c)            Modification and Termination of Pre-tax Contributions .  A Participant’s election to commence Pre-tax Contributions shall remain in effect until modified or terminated.

(i)            Modification by a Participant .  A Participant may modify his or her compensation reduction authorization agreement to increase or decrease the rate of Pre-Tax Contributions made on his or her behalf effective on the first day of any calendar quarter (or such other date or dates as established by the Plan Administrator), but such Participant may terminate (decrease to 0%) his or her election to have Pre-Tax Contributions made on his or her behalf effective as of the first day of any calendar month; provided, however, that if a Participant so terminates his or her Pre-Tax Contributions, he or she shall not be allowed again to become a Participant until the first day of a calendar quarter which is at least six (6) months following the effective date of such termination.

Notwithstanding the foregoing, effective October 1, 1999, a Participant may modify, terminate or resume his or her compensation reduction authorization agreement at any time. The effective date is as soon as it is administratively possible. Written confirmation of a change will be sent to the Participant.

(ii)            Modification by the Plan Administrator .  The Plan Administrator may limit the amount of Pre-Tax Contributions on behalf of any Participant who is a Highly Compensated Employee in order to satisfy the provisions of Code Sections 401(k)(3)(A)(ii) and 40l(m)(2).

(d)            Distribution of Excess Individual Pre-tax Contributions .

(i)            In General .  Notwithstanding any other provision of the Plan, Excess Individual Pre-tax Contributions, plus any income and minus any losses allocable thereto, shall be distributed no later than the April 15 immediately following the year in which such Pre-tax Contributions were made, to Participants to whose accounts Excess Individual Pre- tax Contributions were allocated for the preceding calendar year. Excess Individual Pre-tax Contributions shall be treated as Annual Additions under the Plan.

(ii)            Requirements for Making a Claim .  A Participant’s claim for distribution of Excess Individual Pre-tax Contributions:

(I)           shall be in writing, or effective October 1, 1999 via appropriate electronic medium;

(II)           shall be submitted to the Plan Administrator not later than the March 1 following the calendar year for which Excess Individual Pre-tax Contributions have been made;

(III)           shall specify the amount of the Participant’s Excess Individual Pre-tax Contributions for the calendar year; and

(IV)           shall be accompanied by the Participant’s written statement that if such amounts are not distributed, then the Participant’s Excess Individual Pre- tax Contributions, when added to amounts deferred under all other plans or arrangements described in Code Sections 401(k), 408(k), or 403(b) in which he or she participated will exceed the limit imposed on the Participant by Code Section 402(g) for the year in which the Excess Individual Pre-tax Contributions occurred.

Notwithstanding the above, not later than April 15 following the close of the calendar year for which Excess Individual Pre-tax Contributions have been made, the Company may notify the Plan Administrator on behalf of a Participant of any such Excess Individual Pre-tax Contributions of which it is aware.

(iii)            Determinations of Income or Loss .  Any Excess Individual Pre-tax Contribution shall be adjusted for income or loss before being distributed to the Participant. The income or loss applicable to Excess Individual Pre-tax Contributions shall be determined by multiplying the income or loss allocable to the Participant’s Pre-tax Contribution Account for the Plan Year by a fraction:

(I)           the numerator of which is the Excess Individual Pre-tax Contributions made on behalf of the Participant for the preceding Plan Year and

(i)            General .  The Employing Company shall not permit a Participant to defer an amount of Compensation that would cause the Plan to not satisfy at least one of the following tests in any Plan Year beginning on or after January 1,2000:

(a)           The Avenge Actual Pre-Tax Contribution Percentage for a Plan Year for the group of Highly Compensated Employees shall not exceed the prior year’s Average Actual Pre-Tax Contribution Percentage for all other eligible Employees who are Nonhighly Compensated Employees for the prior Plan Year multiplied by 1.25; or

(b)           The Average Actual Pre-Tax Contribution Percentage for a Plan Year for the group of Highly Compensated Employees shall not exceed the prior year’s Average Actual Pre-Tax Contribution Percentage for all other eligible Employees who are Nonhighly Compensated Employees for the prior Plan Year multiplied by 2.0, provided that the Avenge Actual Pre-Tax Contribution Percentage for the group of Highly Compensated Employees does not exceed the Average Actual Pre-Tax Contribution Percentage of all other eligible Employees who are Nonhighly Compensated Employees for the prior Plan Year by more than two (2) percentage points.

Any adjustments to the Nonhighly Compensated Employee Average Actual Pre-tax Contribution Percentage for the prior year will be made in accordance with Notice 98-I and any superseding guidance.

(g)            Average Actual Pre-tax Contribution Percentage Test — General Provisions

(i)           In applying the foregoing limitations, an Employee is a Highly Compensated Employee for a particular Plan Year if he or she meets the definition of a Highly Compensated Employee in effect for that Plan Year. Similarly, an Employee is a Nonhighly Compensated Employee for a particular Plan Year if he or she does not meet the definition of a Highly Compensated Employee in effect for that Plan Year.

(ii)           If any Qualified Non-Elective Contributions or Qualified Matching Contributions made by any Employing Companies to any one or more Section 401(k) arrangements referred to in Subsections (e) and (f) above are made pursuant to Section 3.01.3 or Section 3.01.4, qualify for, and are actually taken into account for purposes of, determining a Participant’s Actual Pre-tax Contribution Percentage under such arrangements, then such Qualified Non-Elective Contributions or Qualified Matching Contributions shall be taken into account in applying the Average Actual Pre-tax Contribution Percentage test and all other rules of this Subsection (g).

(iii)           The Actual Pre-Tax Contribution Percentage for any Employee who is a Highly Compensated Employee for the Plan Year and who has Pre-Tax Contributions allocated to his or her account under two or more plans of the Company, shall be determined as if all such contributions were made under a single plan. If the above plans have different plan years, all cash or deferred arrangements ending with or within the same calendar year shall be treated as a single arrangement.

(iv)           In the event that this Plan satisfies the requirements of Code Section 401(m), 401 (a)(4) or 410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of Code Section 401(m), 401(a)(4) or 410(b) only if aggregated with this Plan, then this Section shall be applied by determining the Actual Pre-tax Contribution Percentages of Employees as if all such plans were a single plan. Plans may be aggregated in order to satisfy Code Section 401(k) only if they have the same Plan Year and use the same Average Actual Pre-tax Contribution Percentage testing method.

(v)           The Company shall maintain records sufficient to demonstrate satisfaction of the Avenge Actual Pre-tax Contribution Percentage test. The determination and treatment of the Actual Pie-tax Contribution Percentage amounts of any Participant shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

(h)           Distribution of Excess Aggregate Pre-tax Contributions.

(i)            In General .  Notwithstanding any other provisions of the Plan, Excess Aggregate Pre-tax Contributions, plus any income and minus any loss allocable thereto, shall be distributed to Participants who are Highly Compensated Employees and to whose accounts Pre-tax Contributions (and, if applicable, Qualified Non-Elective Contributions or Qualified Matching Contributions referred to in Subsection (e) and (f) above) were allocated for a Plan Year, and all of the required amounts shall be distributed within two and one half (2 ½) months after the end of such Plan Year; provided, however, that if the Plan Administrator is unable to determine and distribute all of the required amounts within such two-and-one-half- month period, then all of the required amounts shall nevertheless be distributed by the last day of the Plan Year which includes such two-and-one-half-month period. Excess Aggregate Pre-tax Contributions shall be treated as Annual Additions under the Plan.

(ii)            Determination of Required Distributions .  Any distribution of Excess Aggregate Pre-tax Contributions for a Plan Year shall be made to Participants who are Highly Compensated Employees on the basis of the respective portions of the Excess Aggregate Pre-tax Contributions attributable to each of such Participants as determined by reducing the Pre- tax Contributions permitted on behalf of such Participants in order of the Actual Pre-tax Contribution Percentages beginning with the highest of such percentages. Excess Aggregate Pre-tax Contributions are allocated to Highly Compensated Employees with the largest amount of Pre-tax contributions taken into account in calculating the Average Actual Pre-tax Contribution Percentage Test in the year for which the excess arose, beginning with the Highly Compensated Employee with the largest amount of Pre-tax contributions and continuing in descending order until all Excess Aggregate Pre-tax Contributions have been allocated. For purposes of the preceding sentence, the “largest amount” is determined after distribution of any Excess Aggregate Pre-tax Contributions.

(iii)            Determination of Income or Loss .  All Excess Aggregate Pre-tax Contributions shall be adjusted for income or loss. The income or loss allocable to Excess Aggregate Pre-tax Contributions shall be determined by multiplying the income or loss applicable to the Participant’s Pre-tax Contribution Account for the Plan Year by a fraction:

(I)           the numerator of which is the Excess Aggregate Pre-tax Contributions on behalf of the Participant for the preceding Plan Year; and

(II)           the denominator of which is the account balance in the Participant’s Pre-tax Contribution Account (plus, if applicable, the account balance in any Qualified Non-Elective Contribution account or Qualified Matching Contribution account) on the last day of the preceding Plan Year.

(iv)            Sources for Distribution of Excess Aggregate Pre-tax Contributions .  Excess Aggregate Pre-tax Contributions shall be distributed as follows: first, they shall be distributed from the Participant’s Pre-tax Contribution Account to the extent of the balance in such account and from other such accounts of the Participant in any other arrangements described in Code Section 401(k) maintained by an Employing Company to the extent of such balances and, second as necessary, they shall be distributed from any Qualified Non-Elective Contribution account or Qualified Matching Contribution account (referred to in Subsection (e) and (f) above) in such other 401(k) arrangements.

(i)            Separate Accounts .  A separate Pre-tax Contribution Account shall be maintained for that portion of each Participant’s Accrued Benefit that is attributable to Pre-tax Contributions. Each such separate account shall be credited as of each Valuation Date with the Participant’s share of any applicable contributions, income, gains, losses, distributions, expenses and other charges and any other adjustments. Two separate sub-accounts shall be established for, respectively, the amount of Pre-Tax Contributions, and all other amounts, including income, gains, losses, distributions, expenses, and other charges or other adjustments.

(j)            Vesting .  Pre-tax Contributions shall be fully vested and non- forfeitable at all times.

(k)           Distribution .  A Participant’s Pre-tax Contribution Account shall be distributable only in accordance with the provisions of Articles VII and VIII governing Pre-tax Contribution Accounts, provided that a Participant’s Pre-tax Contribution Account shall be distributed as required pursuant to this Section 3.02.

(l)            Deadline for Pre-tax Contributions .  Pre-tax Contributions shall be contributed and allocated to the Trust no later than the close of the Plan Year after the Plan Year for which the Pre-tax Contributions are deemed to be made, or such other time as may be provided in applicable Regulations under the Code.

3.03            Employee Contributions .  Not later than the time prescribed in Sections 3.03.1 or 3.03.2, as applicable, or such other time as may be provided in applicable Treasury, Participants may make contributions to the Trust of such types and in such amounts as are permitted by Sections 3.03.1 and 3.03.2.

  3.03.1    Voluntary Non-deductible Contributions .  Each Participant may make a Voluntary Non-deductible Contribution to the Trust subject to the following provisions of this Section.

(a)            Maximum Amount of Voluntary Non-Deductible Contributions .  The maximum amount of Voluntary Non-deductible Contributions made by any Participant shall be subject to all of the following limitations:

(i)           no Voluntary Non-deductible Contributions shall be made on account of a Plan Year in excess of the maximum allowed under paragraphs (c) - (f) of this Section 3.03.1 for such Plan Year;

(ii)           no Voluntary Non-deductible Contributions shall be made on account of any Plan Year which would cause the Participant’s Annual Addition to exceed the maximum Annual Addition permitted for such Plan Year pursuant to the provisions of Section 3.04 after taking into account all other types of contributions included in the Participant’s Annual Addition for such Plan Year.

(iii)           The maximum amount of Voluntary Non-Deductible Contributions plus Pre-Tax Contributions per Plan Year shall be limited to 15% of a Participant’s Compensation for any Plan Year.

(b)            Procedure for Making Voluntary Non-deductible Contributions .  Each Participant may make Voluntary Non-deductible Contributions in either (i) one or more lump sum payments or (ii) a series of periodic payments to the Trust during a Plan Year; provided that each such payment shall be at least $100 and shall be made in accordance with any non discriminatory rules and procedures which the Plan Administrator may impose from time to time.

(c)            Average Actual 401(m) Contribution Percentage Test — Plan Years Beginning On or Before January 1, 1999 .

(i)            General .  The Employing Company shall not permit a Participant to defer an amount of Compensation that would cause the Plan to not satisfy at least one of the following tests in any Plan Year beginning on or before January 1, 1999:

(a)           The Average Actual 401(m) Contribution Percentage for a Plan Year for the group of Highly Compensated Employees shall not exceed the current year’s Average Actual 401(m) Contribution Percentage for all other eligible Employees who were Nonhigbly Compensated Employees for the current Plan Year multiplied by 1.25; or

(b)           The Average Actual 401(m) Contribution Percentage for a Plan Year for the group of Highly Compensated Employees shall not exceed the current year’s Average Actual 401(m) Contribution Percentage for all other eligible Employees who were Nonhighly Compensated Employees for the current Plan Year multiplied by 2.0, provided that the Average Actual 401(m) Contribution Percentage for the group of Highly Compensated Employees does not exceed the Average Actual 401(m) Contribution Percentage for all other eligible Employees who were Nonhighly Compensated employees for the current Plan Year by more than two (2) percentage points.

(d)            Average Actual 401(m) Contribution Percentage Test — Plan Years Beginning On or After January 1, 2000 .

(i)            General .  The Employing Company shall not permit a Participant to defer an amount of Compensation that would cause the Plan to not satisfy at least one of the following tests in any Plan Year beginning on or after January 1, 2000:

(a)           The Average Actual 401(m) Contribution Percentage for a Plan Year for the group of Highly Compensated Employees shall not exceed the prior year’s Average Actual 401(m) Contribution Percentage for all other eligible Employees who are Nonhighly Compensated Employees in the prior Plan Year multiplied by 1.25; or

(b)           The Average Actual 401(m) Contribution Percentage for a Plan Year for the group of Highly Compensated Employees shall not exceed the prior year’s Average Actual 401(m) Contribution Percentage for all other eligible Employees who are Nonhighly Compensated Employees in the prior Plan Year multiplied by 2.0, provided that the Average Actual 401(m) Contribution Percentage for the group of Highly Compensated Employees does not exceed the Average Actual 401(m) Contribution Percentage for all other eligible Employees who are Nonhighly Compensated employees in the prior Plan Year by more than two (2) percentage points.

Any adjustments to the Nonhighly Compensated Employee Actual 401(m) Contribution Percentage for the prior year will be made in accordance with Notice 98-1 and any superseding guidance,

(e)            Average Actual 401(m) Contribution Percentage Test — General Provisions .

(i)           In applying the foregoing limitations, an Employee is a Highly Compensated Employee for a particular Plan Year if he or she meets the definition of a Highly Compensated Employee in effect for that Plan Year. Similarly, an Employee is a Nonhighly Compensated Employee for a particular Plan Year if he or she does not meet the definition of a Highly Compensated Employee in effect for that Plan Year.

(ii)           For purposes of the Average Actual 401(m) Contribution Percentage test and the other provisions of this Section 3.03.1, the Actual 401(m) Contribution Percentage for any Participant who is a Highly Compensated Employee and who is eligible to make Voluntary Non-deductible Contributions, or to have Matching Contributions allocated to his or her account under two or more plans described in Code Section 401(a) or arrangements described in Code Section 401(k), that are maintained by one or more of the Employing Companies, shall be determined as if the total of such Voluntary Non-deductible Contributions and Matching Contributions was made under each such plan.

(iii)           A Participant is a Highly Compensated Employee for a particular Plan Year if he or she meets the definition of a Highly Compensated Employee in effect for that Plan Year. Similarly, a Participant is a Nonhighly Compensated Employee for a particular Plan Year if he or she does not meet the definition of a Highly Compensated Employee in effect for that Plan Year.

(iv)           The Actual 401(m) Contribution Percentage for any Employee who is a Highly Compensated Employee for the Plan Year and who has matching contributions allocated to his account under two or more plans of the Company shall be determined as if all such contributions were made under a single plan. If the above plans have different plan years, the plans ending with or within the same calendar year shall be treated as a single plan.

(v)           In the event that this Plan satisfies the requirements of Code Section 401(m), 401(a)(4) or 410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of Code Section 401(m), 40l(a)(4) or 410(b) only if aggregated with this Plan, then this Section shall be applied by determining the Actual 401(m) Contribution Percentages of Employees as if all such plans were a single plan. Plans may be aggregated in order to satisfy Code Section 401(m) only if they have the same Plan Year and use the same Average Actual 401(m) Contribution Percentage testing method.

(vi)           The determination and treatment of the Actual 401(m) Contribution Percentage of any Employee shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

(vii)           The Company shall maintain records sufficient to demonstrate satisfaction of the Average Actual 401(m) Contribution Percentage test.

(f)            Forfeiture or Distribution of Excess Aggregate 401(m) Contributions .

(i)            In General .  Notwithstanding any other provisions of this Plan, Excess Aggregate 401(m) Contributions, plus any income and minus any loss allocable thereto, (I) shall be forfeited by, if forfeitable, or (II) if not forfeitable shall be distributed to Participants who are Highly Compensated Employees and to whose accounts Voluntary Non- deductible Contributions or Matching Contributions were allocated for a Plan Year, and all of the required amounts shall be forfeited or distributed within two and one half (2 1/2) months of the next Plan Year; provided, however, that if the Plan Administrator is unable to determine and distribute all of the required amounts within such two and one half month period, then all the required amounts shall be distributed by the last day of such Plan Year. Excess Aggregate 401(m) Contributions shall be treated as Annual Additions under the Plan.

(ii)            Determination of Required Forfeitures or Distributions .  Any forfeiture or distribution of Excess Aggregate 401(m) Contributions for a Plan Year shall be made by or to Participants who are Highly Compensated Employees on the basis of the respective portions of the Excess Aggregate 401(m) Contributions attributable to each of such Participants as determined by reducing, first, the Voluntary Non-deductible Contributions permitted from such Participants and, second, the Matching Contributions permitted on behalf of such Participants in order of the Actual 401(m) Contribution Percentages beginning with the highest of such percentages. Excess Aggregate 401(m) Contributions are allocated to the Highly Compensated Employees with the largest amount taken into account in calculating the Average Actual 401(m) Contribution Percentage Test for the year in which the excess arose, beginning with the Highly Compensated Employee with the largest such amount and continuing in descending order until all Excess Aggregate 401(m) Contributions have been allocated.

(iii)            Determination of Income or Loss .  All Excess Aggregate 401(m) Contributions shall be adjusted for income or loss. The income or loss allocable to Excess Aggregate 401(m) Contributions shall be determined by multiplying the income or loss allocable to the Participant’s Voluntary Non-deductible Contribution Account and to his or her Matching Contribution Account for the Plan Year by a fraction: (1) the numerator of which is the Excess Aggregate 401(m) Contributions on behalf of the Participant for the preceding Plan Year, and

(I)           the denominator of which is the sum of the Participant’s account balances in his or her Voluntary Non-deductible Contribution Account and in his or her Matching Contribution Account on the last day of the preceding Plan Year.

(iv)            Forfeitures .  Any forfeitures of Excess Aggregate 401(m) Contributions shall be applied consistently with the procedures described in clause (d) of Section 3.01.5 hereof.

(v)            Sources for Distribution of Excess Aggregate 401(m) Contributions .  Excess Aggregate 401(m) Contributions shall be distributed or forfeited as follows: first, they shall be distributed from the Participant’s Voluntary Non-deductible Contribution Account to the extent of the balance in such account and, second as necessary, they shall be forfeited if otherwise forfeitable under the terms of the Plan (or, if not forfeitable, distributed) from the Participant’s Matching Contribution Account.

(vi)            Ordering of Pre-tax Contribution and 401(m) Contribution Determinations .  The determination of Excess Aggregate 401(m) Contributions shall be made after first determining the Excess Individual Pre-tax Contributions and then determining the Excess Aggregate Pre-tax Contributions.

3.03.2     Rollover Contributions .  With the approval of the Plan Administrator to be exercised in a non-discriminatory manner and without regard to any limitation on contributions contained in the Plan, the Trust may receive as a Rollover Contribution any amounts received by the Trustee from the trustee of another plan on behalf of a Participant or amounts received by a Participant from another qualified retirement plan, either directly or through the medium of an Individual Retirement Account eligible to hold such distribution; subject to the requirements (a) though (c) of this Section. Notwithstanding the foregoing, effective September 11, 2000, with the approval of the Plan Administrator to be exercised in a non-discriminatory manner and without regard to any limitation on contributions contained in the Plan, the Trust may receive as a Rollover Contribution any amounts received by the Trustee from the trustee of another plan on behalf of an Employee or amounts received by an Employee from another qualified retirement plan, either directly or through the medium of an Individual Retirement Account eligible to hold such distribution; subject to the requirements (a) though (c) of this Section.

(g)            Protection of the Plan .  No Rollover contribution may be received if the Plan Administrator determines that it may adversely affect the qualified tax status of the Plan or of the Trust.

(h)            Eligibility for Rollover Treatment .  No rollover contribution may be received unless the transfer to the Trust is made within sixty (60) days of the Participant’s receipt of the rollover distribution and the Plan Administrator has first determined that the Participant is allowed under the Code to make a Rollover contribution to the Trust. The Plan Administrator may rely on information provided by the Participant in making a determination on whether a Rollover contribution may be made. Notwithstanding the foregoing, effective September 11, 2000, no rollover contribution may be received unless the transfer to the Trust is made within sixty (60) days of the Employee’s receipt of the rollover distribution and the Plan Administrator has first determined that the Employee is allowed under the Code to make a Rollover contribution to the Trust. The Plan Administrator may rely on information provided by the Employee in making a determination on whether a Rollover contribution may be made.

(i)            Service Requirement .  For purposes of this Section 3.03.2, an Employee shall be treated as a Participant upon completion of the applicable Service requirement in Section 2.01(b) regardless of whether the Employee has applied pursuant to Section 2.01(a) to become a Participant or has authorized Pre-tax contributions to be made on his or her behalf pursuant to a compensation reduction authorization agreement. Prior to the completion of the applicable Service requirement, no Employee shall have the right to make a Rollover contribution pursuant to this Section 3.03.2. Notwithstanding the foregoing, effective September 11, 2000, this Section 3.03.2(c) has been deleted.

3.03.3      General Provisions Applicable to Employee Contributions .

(j)            Separate Accounts .  Separate accounts within each Participant’s Employee Contribution Accounts shall be maintained for those portions of the Participant’s Accrued Benefit that are attributable to (i) Voluntary Non-deductible Contributions and (ii) Rollover Contributions. Each such separate account shall be credited as of each Valuation Date with the Participant’s share of any applicable contributions, income, gains, losses, distributions, expenses and other charges and any other adjustments.

(k)            Vesting .  All (i) Voluntary Non-deductible Contributions and (ii) Rollover Contributions shall be fully vested and non-forfeitable at all times.

(l)            Distribution .  A Participant’s Employee Contribution Accounts shall be distributable only in accordance with the provisions of Articles VII and VIII governing Employee Contribution Accounts; provided that a Participant’s Voluntary Non-deductible Contribution Account shall be distributed as required pursuant to Section 3.03.1.

3.04            Limitations on Annual Additions .

 3.04.1   In General .  In no event shall the Annual Addition to all of a Participant’s accounts for any Limitation Year exceed the lesser of $30,000 (multiplied by any Adjustment Factor in effect for the Limitation Year) or 25% of such Participant’s total Section 415 Compensation.

If a short Limitation Year is created because of an amendment changing the Limitation Year to a different twelve-consecutive-month period, the maximum permissible amount will not exceed the dollar amount determined in the paragraph above multiplied by the following fraction:

 3.04.2   Multiple Defined Contribution Plans .  If a Participant is also a participant in one or more additional qualified defined contribution plans or welfare benefit funds (as defined in Code Section 419(e)) maintained by any Employing Company (or its affiliates within the meaning of Code Sections 415(h) or 414(m)), the Annual Addition made to the Participant’s account under this Plan shall be limited so that the sum of the Annual Additions made to the Participant’s accounts under all such plans shall not exceed the limitation set forth in Section 3.04.1. Amounts allocated to an individual medical account as defined in Code Section 415(1)(1), which is part of a defined benefit plan maintained by an Employing Company, are treated as Annual Additions to a defined contribution plan. Also, amounts derived from contributions which are attributable to post-retirement medical benefits allocated to the separate account of a key employee as defined in Code Section 419A(d)(3), under a welfare benefit fund as defined in Code Section 419(e), which is maintained by an Employing Company, are treated as Annual Additions to a defined contribution plan.

3.04.3     Combination of Defined Contribution and Defined Benefit Plans .  If a Participant in this Plan is also a participant in a defined benefit plan or plans maintained by any Employing Company (or its affiliates within the meaning of Code Sections 415(h) or 414(m)), the Plan Administrator shall first limit the “Annual Benefits” accrued under such defined benefit plan so that the sum of the following fractions may not exceed 1.0 for any Limitation Year:

(i)           the numerator of which is the projected annual benefit of the Participant under the defined benefit plan or plans and

(ii)           the denominator of which is the lesser of (1) of 1.25 multiplied by the dollar limitation in effect for such Plan Year under Code Section 415(b)(1)(A) as adjusted by Code Section 415(d); or (2) 1.4 multiplied by one-hundred percent (100%) of the Participant’s average monthly Compensation during the three consecutive years when the total Compensation paid to him or her was highest, including any adjustment under Code Section 415(b). Notwithstanding the above, if the Participant was a participant as of the first day of the first Limitation Year beginning after December 31, 1986, in one or more defined benefit plans maintained by the Company which were in existence on May 6, 1986, the denominator of this fraction will not be less than 125 percent of the sum of the annual benefits under such plans which the Participant had accrued as of the close of the last Limitation Year beginning before January 1, 1987, disregarding any changes in the terms and conditions of the plan after May 5, 1986. The preceding sentence applies only if the defined benefit plans individually and in the aggregate satisfied the requirements of Section 415 for all Limitation Years beginning before January 1, 1987.

(b)            Defined Contribution Plan Fraction .  The defined contribution plan fraction for any Plan Year is a fraction the numerator of which is the sum of the Annual Additions to the Participant’s Accrued Benefit as of the close of the Plan Year, (including the Annual Additions attributable to the Participant’s nondeductible employee contributions to all defined benefit plans, whether or not terminated, maintained by the Company, and the Annual Additions attributable to all welfare benefit funds, as defined in Code Section 419(e), and individual medical accounts, as defined in Code Section 415(l)(2), maintained by the Company) and the denominator of which is the sum of the applicable maximum amounts of Annual Additions which could have been made under Code Section 415(c) for such Plan Year and for all prior years of such Participant’s employment. If the employee was a

(i)           the numerator of which is the sum of the Annual Additions to the Participant’s Accrued Benefi