TAX REDUCTION INVESTMENT PLAN

GENENTECH, INC. (the “ Company ”), having established the Genentech, Inc. Tax Reduction Investment Plan (the “ Plan ”) effective as of January 1, 1985, and having amended and restated the Plan hereby again amends and restates the Plan in its entirety effective as of January 1, 2008, except as otherwise indicated herein.

The Plan was established and is maintained for the benefit of Eligible Employees of the Company and its participating Affiliates in order to provide them with (1) a means of supplementing their retirement income on a tax-favored basis, (2) an incentive to continue and increase their efforts to contribute to the success of the Company, and (3) the opportunity to acquire an equity ownership interest in the Company.

The Plan is intended to qualify as (a) a profit-sharing plan (within the meaning of Section 401(a) of the Code), which includes a qualified cash or deferred arrangement (within the meaning of Section 401(k) of the Code), (b) a 404(c) plan (within the meaning of Section 404(c) of ERISA), and (c) an eligible individual account plan (within the meaning of Section 407(d)(3) of ERISA).  Effective as of January 1, 2008, the Plan permits Participants to elect to make salary deferrals as designated Roth contributions.

The Plan also is designed to constitute a tax-qualified plan and related tax-exempt trust under Sections 1165(a), 1165(e) and 1101(17) of the Puerto Rico Internal Revenue Code of 1994, as amended, as detailed in Appendix A.

Effective on November 1, 2007, the Tanox, Inc. 401(k) Plan was merged with and into the Plan, as detailed in Appendix B.

The following capitalized words and phrases shall have the following meanings unless a different meaning is plainly required by the context:

1.1            Account or Participant’s Account .  “ Account ” or “ Participant’s Account ” means as to any Participant the account maintained in order to reflect his or her interest in the Plan.  Each Participant’s Account shall be comprised of several separate subaccounts (as specified by the Committee in its discretion), including, but not limited to, the following subaccounts:

1.1.1                      “ Company Match Account ” means the subaccount maintained to record any Company Match Contributions made on behalf of the Participant pursuant to Sections 4.1 and 5.2, and any adjustments relating thereto.

1.1.2                      “ Employee Pre-Tax Account ” means the subaccount maintained to record any Employee Pre-Tax Contributions that the Participant has elected to have contributed to his or her Employee Pre-Tax Account pursuant to Sections 3.1 and 3.3, and any adjustments relating thereto.

1.1.3                      “ Employee Pre-Tax Catch-Up Account ” means the subaccount maintained to record any Pre-Tax Catch-Up Contributions that the Participant has elected to have contributed to his or her Employee Pre-Tax Catch-Up Account pursuant to Sections 3.2 and 3.3, and any adjustments relating thereto.

1.1.4                      “ Genenflex Account ” means the subaccount maintained to record any excess “flex credits” that the Participant previously elected under Genenflex to have contributed to his or

her Genenflex Account during Plan Years when such contributions were permitted under the Plan (“Prior Excess Flex Credit Contributions”), and any adjustments relating thereto.  For this purpose, “Genenflex” means the cafeteria plan maintained by the Company under Section 125 of the Code.

1.1.5                       “Non-Elective Contribution Account ” means the subaccount maintained to record any Non-Elective Contributions made on behalf of the Participant pursuant to Sections 4.2 and 5.3, and any adjustments relating thereto.

1.1.6                      “ Rollover Contributions Account ” means the subaccount maintained to record any transfers to the Plan made by or on behalf of a Participant pursuant to Section 10.5.2, and any adjustments relating thereto.

1.1.7                      “ Roth Basic Account ” means the subaccount maintained to record any Roth Basic Contributions that the Participant has elected to have contributed to his or her Roth Basic Account pursuant to Sections 3.1 and 3.3, and any adjustments relating thereto.

1.1.8                      “ Roth Catch-Up Account ” means the subaccount maintained to record any Roth Catch-Up Contributions that the Participant has elected to have contributed to his or her Roth Catch-Up Account pursuant to Sections 3.2 and 3.3, and any adjustments relating thereto.

1.1.9                      “ Roth Rollover Account ” means the subaccount maintained to record any transfers to the Plan made by or on behalf of a Participant pursuant to Section 10.5.3, and any adjustments relating thereto.

1.2            Affiliate .  “ Affiliate ” means a corporation, trade or business which is, together with any Employer, a member of a controlled group of corporations or an affiliated service group or under common control (within the meaning of Section 414(b), (c), (m) or (o) of the Code), but only for the period during which such other entity is so affiliated with the Employer.

1.3            Alternate Payee .  “ Alternate Payee ” means any spouse, former spouse, child or other dependent (within the meaning of Section 152 of the Code) of a Participant who is recognized by a QDRO (as defined in Section 8.7) as having a right to receive any immediate or deferred payment of all or a portion of the balance credited to a Participant’s Account under the Plan.

1.4            Beneficiary .  “ Beneficiary ” means the individual person and/or entity entitled to receive benefits under the Plan upon the death of a Participant in accordance with Section 7.6.

1.5            Board of Directors .  “ Board of Directors ” means the Board of Directors of the Company, as from time to time constituted.

1.6            Catch-Up Contributions .  “ Catch-Up Contributions ” means (collectively) Employee Pre-Tax Catch-Up Contributions and Roth Catch-Up Contributions.

1.7            Code .  “ Code ” means the Internal Revenue Code of 1986, as amended.  Reference to a specific Section of the Code shall include such Section, any valid regulation promulgated thereunder, and any comparable provision of any future legislation amending, supplementing or superseding such Section.

1.8            Committee .  “ Committee ” means the administrative committee charged with responsibility for the general administration of the Plan pursuant to Section 9, as it may be constituted from time to time.

1.9            Company .  “ Company ” means Genentech, Inc., a Delaware corporation, and any successor by merger, consolidation or otherwise that assumes (in writing) the obligations of the Company under the Plan.

1.10            Company Match Contributions .  “ Company Match Contributions ” means as to each Participant the amounts (if any) contributed to the Trust Fund by the Employers on account of

Employee Pre-Tax Contributions and/or Roth Basic Contributions in accordance with Sections 4.1 and 5.2.

1.11            Company Stock .  “ Company Stock ” means the common stock of the Company, as from time to time constituted.

1.12            Company Stock Fund .  “ Company Stock Fund ” means the Investment Fund that is wholly or primarily invested in shares of Company Stock.

1.13            Compensation .  “ Compensation ” means all salary, wages, Eligible Commissions and Eligible Bonuses paid by any Employer with respect to services performed during any period by an Employee, including Elective Deferrals, but excluding (a) any contributions made by any Employer under this Plan (other than Elective Deferrals) or any other employee benefit plan (within the meaning of Section 3(3) of ERISA), and (b) other items, even if reported as income on the Employee’s Internal Revenue Service (“ IRS ”) Form W-2, such as income from the exercise of stock options, proceeds from the redemption of Company Stock, tuition reimbursements, reimbursements of health club dues, Genenchecks, sign-on bonuses, referral bonuses, severance payments, and relocation expenses, subject to the following:

(a)           A Participant’s Compensation shall be determined without regard to any increase or decrease in the amount of his or her total remuneration that is paid in cash as the result of compensation reductions elected under Sections 125 or 132(f)(4) of the Code;

(b)           Effective as of January 1, 2009, Compensation shall include amounts described above that are paid to an individual who does not currently perform services for the Employer by reason of qualified military service (as defined in Section 414(u) of the Code), to the extent the payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering qualified military service;

(c)           Compensation shall include amounts described above that are paid to an individual who does not currently perform services for the Employer as a result of a Disability; and

(d)           The determination of the amount of a Participant’s Compensation shall be made by his or her Employer (or its designee), in accordance with the records of the Employer, and shall be conclusive.

1.14            Compensation Limit .  “ Compensation Limit ” means the dollar limit prescribed in Section 401(a)(17) of the Code, as adjusted pursuant to Sections 401(a)(17) and 415(d) of the Code ( e.g. , $230,000 for 2008 and $245,000 for 2009).  No portion of any Participant’s Compensation for a Plan Year that exceeds the Compensation Limit shall be taken into account for any purpose under the Plan for any Plan Year.

1.15            Disability .  “ Disability ” means the mental or physical inability of a Participant to perform his or her normal job as evidenced by the certificate of a medical examiner satisfactory to the Committee (in its discretion) certifying that the Participant is disabled under the standards of the Company’s long-term disability plan.

1.16            Elective Deferrals .  “ Elective Deferrals ” means (collectively) Employee Pre-Tax Contributions, Roth Basic Contributions, Employee Pre-Tax Catch-Up Contributions and Roth Catch-Up Contributions.

1.17            Eligible Bonus .  “ Eligible Bonus ” means any of the following payments paid by the Employer to an Employee: (a) any annual cash bonus under the Company’s Corporate Bonus Program, (b) any fourth calendar quarter commission payment under the Company’s Field Sales Incentive Compensation Plan; (c) any bonus paid by the Company and designated as an “ incremental sales bonus ,” and/or (d) any bonus paid by the Company and designated as a “ key contributor bonus .”  Notwithstanding the foregoing, all Eligible Bonus amounts shall be determined net of mandatory deductions including, without limitation, Employee-paid FICA and SDI withholdings (but not net of employee stock purchase plan deductions).

1.18            Eligible Commissions .  “ Eligible Commissions ” means any first, second or third calendar quarter commission payments under the Company’s Field Sales Incentive Compensation Plan.

1.19            Eligible Employee .  “ Eligible Employee ” means every Employee of an Employer except:

(a)           An Employee who is a member of a collective bargaining unit and who is covered by a collective bargaining agreement where retirement benefits were the subject of good faith bargaining, unless the agreement specifically provides for coverage of such Employee under this Plan;

(b)           An individual employed by any corporation or other business entity that is merged or liquidated into, or whose assets are acquired by any Employer, unless any two members of the Committee, acting in their capacities as officers of the Company rather than as fiduciaries with respect to the Plan, designate (in writing) the employees of that corporation or other business entity as Eligible Employees under the Plan;

(c)           An Employee whose Compensation is not paid from any Employer’s United States payroll;

(d)           An Employee who does not have a United States Social Security Number; and

(e)           An individual who, as to any period of time, is classified or treated by an Employer as an independent contractor, a consultant, a Leased Employee or an employee of an employment agency or any entity other than an Employer, even if such individual is subsequently determined to have been a common-law employee of the Employer during such period.

1.20            Employee .  “Employee” means an individual who is (a) a common-law employee of any Employer or Affiliate, or (b) a Leased Employee.  However, if Leased Employees constitute less than 20% of the nonhighly compensated work force (within the meaning of Section 414(n)(5)(C)(ii) of the Code), the term “ Employee ” shall not include those Leased Employees who are covered by a plan described in Section 414(n)(5) of the Code.

1.21            Employee Pre-Tax Catch-Up Contributions .  “ Employee Pre-Tax Catch-Up Contributions ” means as to each Participant the amounts (if any) contributed to the Trust Fund by

the Employers in accordance with Sections 3.4 and 5.1, pursuant to the salary deferral election made by the Participant in accordance with Sections 3.2 and 3.3.

1.22            Employee Pre-Tax Contributions .  “ Employee Pre-Tax Contributions ” means as to each Participant the amounts (if any) contributed to the Trust Fund by the Employers in accordance with Sections 3.4 and 5.1, pursuant to the salary deferral election made by the Participant in accordance with Sections 3.1 and 3.3.

1.23            Employer .  “ Employer ” means the Company and each Affiliate that adopts this Plan with the approval of the Board of Directors.

1.24            Employer Contributions .  “ Employer Contributions ” means (collectively) Company Match Contributions and Non-Elective Contributions.

1.25            Entry Date .  “ Entry Date ” means each calendar day in each Plan Year.

1.26            ERISA .  “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.  Reference to a specific Section of ERISA shall include such Section, any valid regulation promulgated thereunder, and any comparable provision of any future legislation amending, supplementing or superseding such Section.

1.27            Highly Compensated Employee or HCE .  “ Highly Compensated Employee ” or “ HCE ” means a Highly Compensated Active Employee or a Highly Compensated Former Employee, as defined below:

(a)           “ Highly Compensated Active Employee ” means any Employee who performs services for an Employer or Affiliate during the Determination Year and who:

(1)           During the Look-Back Year (A) received Compensation in excess of the dollar limit prescribed in Section 414(q)(1)(B) of the Code, as adjusted pursuant to Sections 414(q)(1) and 415(d) of the Code ( e.g. , $100,000 for 2007, $105,000 for 2008 and $110,000 for 2009), and (B) was a member of the top-paid group (within the meaning of Section 414(q)(3) of the Code) for such Year; or

(2)           Is or was a 5-percent owner (within the meaning of Section 414(q)(2) of the Code) at any time during the Determination Year or the Look-Back Year.

(b)           “ Highly Compensated Former Employee ” means any Employee who (1) separated (or was deemed to have separated) from service prior to the Determination Year, (2) performed no services for any Employer or Affiliate during the Determination Year, and (3) was a Highly Compensated Active Employee for either the Plan Year in which the separation occurred or any Determination Year ending on or after his or her 55th birthday.

(c)           The determination of who is a Highly Compensated Employee, including the determinations of the number and identity of Employees who are in the top-paid group, shall be made in accordance with Section 414(q) of the Code.

(d)           For purposes of applying this Section 1.27:

(1)           “ Compensation ” means Total Compensation (as defined in Section 5.5.2(e) and applied using the definition of “Affiliate” in Section 1.2 rather than in Section 5.5.2(a));

(2)           “ Determination Year ” means the Plan Year for which the determination is being made; and

(3)           “ Look-Back Year ” means the Plan Year immediately preceding the Determination Year.

1.28            Investment Funds .  “ Investment Funds ” means (collectively) the investment funds described in Section 6.3.

1.29            Investment Manager .  “ Investment Manager ” means any investment manager appointed by the Committee in accordance with Section 9.6.

1.30            Leased Employee .  “ Leased Employee ” means any person (other than a common-law employee of the Employer or Affiliate) who, pursuant to an agreement between the Employer or Affiliate and any other person (“ leasing organization ”), has performed services for the Employer or Affiliate on a substantially full-time basis for a period of at least one (1) year, and such services are performed under the primary direction of or control by the Employer or Affiliate.

1.31            Leave of Absence .  “ Leave of Absence ” means the period of an Employee’s absence from active employment with the Employer:

(a)           Authorized by his or her Employer in accordance with its established and uniformly administered personnel policies, provided that the Employee returns to active employment after the authorized absence period expires, unless the Employee’s failure to return is attributable to his or her retirement or death; or

(b)           Because of military service in the armed forces of the United States, as defined in the Uniformed Services Employment and Reemployment Rights Act of 1994 (“ USERRA” ) and in Section 414(u) of the Code; provided that upon discharge from the military service of the United States, such Employee must take all necessary action to be entitled to, and to be otherwise eligible for, re-employment rights, as provided by USERRA or any similar law from time to time in force, or such Employee must be deemed to have returned to employment with the Employer pursuant to applicable law or the terms of the Plan, as provided in Section 13.7.

1.32            1934 Act .  “ 1934 Act ” means the Securities Exchange Act of 1934, as amended from time to time.  Reference to a specific Section of the 1934 Act shall include any Section, any valid regulation promulgated thereunder, and any comparable provision of any future legislation amending, supplementing or superseding such Section.

1.33            Non-Elective Contributions .  “ Non-Elective Contributions ” means as to each Participant the amounts (if any) contributed to the Trust Fund by the Employers in accordance with Sections 4.2 and 5.3.

1.34            Normal Retirement Age .  “ Normal Retirement Age ” means age 55.

1.35            Participant .  “ Participant ” means an Eligible Employee who has become a Participant in the Plan pursuant to Section 2.1 and has not ceased to be a Participant pursuant to Section 2.7, subject to the following:

(a)           For each Plan Year, a Participant shall be classified as an “ Active Participant ” if (1) he or she has enrolled in the Plan for any portion of the Plan Year by authorizing Elective Deferrals in accordance with Sections 2.3, 3.1, 3.2 and 3.3, or (2) his or her active participation in the Plan is resumed during the Plan Year after the end of a suspension period in accordance with Section 2.4, 2.5 or 8.2.3; and

(b)           A Participant who is not an Active Participant shall be classified as an “ Inactive Participant .”

1.36            Plan .  “ Plan ” means the Genentech, Inc. Tax Reduction Investment Plan, formerly the Genentech, Inc. Tax Incentive Savings Plan, as set forth in this instrument and as heretofore or hereafter amended from time to time in accordance with Section 11.2.

1.37            Plan Year .  “ Plan Year ” means the calendar year.

1.38            Rollover Contributions .  “ Rollover Contributions ” means as to each Participant the pre-tax amounts (if any) contributed to the Trust Fund in accordance with Section 10.5.2.

1.39            Roth Basic Contributions .  “ Roth Basic Contributions ” means as to each Participant the amounts (if any) contributed to the Trust Fund by the Employers in accordance with Sections 3.4 and 5.1, pursuant to the salary deferral election made by the Participant in accordance with Sections 3.1 and 3.3.

1.40            Roth Catch-Up Contributions .  “ Roth Catch-Up Contributions ” means as to each Participant the amounts (if any) contributed to the Trust Fund by the Employers in accordance with Sections 3.4 and 5.1, pursuant to the salary deferral election made by the Participant in accordance with Sections 3.2 and 3.3.

1.41            Roth Rollover Contributions .  “ Roth Rollover Contributions ” means as to each Participant the amounts (if any) contributed to the Trust Fund in accordance with Section 10.5.3.

1.42            Trust Agreement .  “ Trust Agreement ” means the trust agreement entered into by and between the Company and the Trustee, as amended from time to time for the purpose of establishing and maintaining the Trust Fund.

1.43            Trust Fund .  “ Trust Fund ” means all of the assets, at any time and from time to time, of the trust established by the Trust Agreement to hold the assets of the Plan.

1.44            Trustee .  “ Trustee ” means Fidelity Management Trust Company, a Massachusetts trust company, and any additional, successor or substitute trustee or trustees from time to time acting as Trustee of the Trust Fund.

1.45            Valuation Date .  “ Valuation Date ” means the last financial business day of each Plan Year, any other financial business day where a valuation is required under the terms of the Plan, and such other date(s) as the Committee (in its discretion) may designate from time to time.

2.1            Initial Eligibility .  An Employee shall become a Participant in the Plan on the date he or she becomes an Eligible Employee.

2.2            Employer Aggregation .  The status of an Employee as an Eligible Employee shall not be adversely affected merely by reason of his or her employment by more than one Employer during any Plan Year.  The transfer of a Participant from employment with an Employer to employment with an Affiliate that is not an Employer shall not constitute an event entitling the Participant to a distribution under Section 7.

2.3            Participation . 

2.3.1                       Active Participation .  Each Participant’s decision to become an Active Participant shall be entirely voluntary.  An Employee who has become a Participant under Section 2.1 may elect to become an Active Participant as of any Entry Date following the Employee’s receipt of his or her first pay check from the Employer, provided that he or she is then an Eligible Employee, and provided further , that he or she enrolls in the Plan and elects to make Elective Deferrals, in such manner as the Committee (in its discretion) shall specify, in accordance

with Section 3.  Such Employee’s status as an Active Participant shall be effective as soon as administratively feasible following his or her enrollment.

2.3.2                       Inactive Participation .  A Participant who does not elect to become an Active Participant when first eligible to do so, or whose active participation in the Plan is suspended pursuant to Section 2.4, 2.5 or 8.2.3, shall be treated as an Inactive Participant until the Entry Date as of which he or she elects to become an Active Participant in accordance with Section 2.3.1 or Section 2.5(d).

2.3.3                       Effect of Inactive Participation .  An Inactive Participant shall not be able to make Elective Deferrals nor share in the allocation of Company Match Contributions, and he or she may not later make the Elective Deferrals that he or she might otherwise have made during the Participant’s period of inactive participation in the Plan.  However, an Inactive Participant’s Account shall continue to share in the allocation of earnings and gains (or losses) of the Trust Fund as provided in Section 6.4.  No distribution shall be made to a Participant solely as the result of any suspension of his or her active participation in the Plan.

2.4            Voluntary Suspension .  An Active Participant may voluntarily suspend his or her active participation in the Plan, thereby suspending his or her Elective Deferrals and becoming an Inactive Participant for future payroll periods during the suspension period by giving notice to such person, in such manner and within such advance notice period as the Committee (in its discretion) shall specify.  A Participant whose active participation in the Plan has been voluntarily suspended pursuant to this Section 2.4 may resume his or her status as an Active Participant only in accordance with Section 2.3.1.

2.5            Mandatory Suspension .  If a Participant (1) ceases to be an Eligible Employee because he or she ceases to meet the requirements of Section 1.19, (2) is transferred to employment with an Affiliate which is not an Employer, (3) is granted a Leave of Absence without pay, (4) is on long-term disability, or (5) is placed on layoff or furlough status, then:

(a)           His or her active participation in the Plan shall be suspended (in accordance with Section 2.3.3) for each payroll period beginning during the continuation of such ineligible status;

(b)           He or she shall be treated as an Inactive Participant for the duration of the suspension period; and

(c)           After he or she again becomes an Eligible Employee and the conditions described in clauses (1) through (5) above cease to apply, his or her status as an Active Participant may be resumed only in accordance with Section 2.3.1.

(d)           Notwithstanding the foregoing, if a Participant’s active participation in the Plan is suspended because he or she is granted an unpaid Leave of Absence, his or her status as an Active Participant automatically will resume as of the Entry Date that coincides with or next follows his or her return to active employment with an Employer (provided that he or she is then an Eligible Employee).

2.6            Provision of Information .  Each Participant shall comply with such enrollment procedures as are required by the Committee and shall make available to the Committee and the Trustee any information they may reasonably request.  By virtue of his or her participation in the Plan, a Participant agrees, on his or her own behalf and on behalf of all persons who may make any claim arising out of, relating to, or resulting from his or her participation in the Plan, to be bound by all of the provisions of the Plan, the Trust Agreement and any other related agreements.

2.7            Termination of Participation .  An Eligible Employee who has become a Participant shall remain a Participant until his or her employment with all Employers and Affiliates terminates, or if later, until his or her entire Account balance is distributed.

2.8            Acquisitions .  If determined by the Committee (in its discretion), an Acquired Employee may elect to become an Active Participant sooner than the date specified in Section 2.3.1.  As determined in the discretion of the Committee, such date shall be as soon as administratively feasible on or after the later of (a) the date on which the Acquired Employee becomes an Eligible Employee, or (b) such other date as may be specified by the Committee (which shall in no event be later than the Entry Date following the Acquired Employee’s receipt of his or her first pay check from the Employer).  For purposes of this Section 2.8, an “ Acquired Employee ” is an Eligible Employee who becomes an Employee by reason of the acquisition by the Company or its Affiliate of the assets and liabilities of, or the voting stock of, another corporation or other business entity, or another type of business transaction effected by the Company or its Affiliate.

2.9           Erroneous Participation. 

(a)            Erroneous Elective Deferrals .  If Elective Deferrals are erroneously made on behalf of an individual who is not eligible to participate in the Plan and/or, in the case of Catch-Up Contributions, who is determined not to be eligible to make Catch-Up Contributions in accordance with Section 3.2, then such amounts, including any earnings and gains (or losses) thereon, shall be (1) segregated from all other Plan assets, (2) treated as a nonqualified trust established by and for the benefit of such individual, and (3) distributed to the individual as soon as administratively practicable after discovery of such error.

(b)            Other Erroneous Contributions .  If any contributions (other than Elective Deferrals, as set forth in paragraph (a) above) are erroneously made on behalf of an individual who is not entitled to such contributions, then such contributions, including any earnings and gains (or losses) thereon, shall be forfeited and utilized in accordance with Section 6.8 or returned to the Employer in accordance with Section 10.3, to the extent that such contributions are made as a result of a good faith mistake of fact.

3.1            Employee Pre-Tax Contributions and Roth Basic Contributions . 

3.1.1                       General .  Each Active Participant may elect to defer portions of his or her Compensation payments and to have the amounts of such Employee Pre-Tax Contributions and, effective as of January 1, 2008, Roth Basic Contributions, contributed by the Employer to the Trust Fund and credited to his or her Employee Pre-Tax Account or Roth Basic Account, as applicable, under the Plan, provided that he or she elects to make Elective Deferrals in accordance with Section 3.3.  Subject to Section 5.5, an Active Participant may elect to defer:

(a)           A portion of each payment of Compensation, other than any Eligible Bonus, that would otherwise be made to him or her, after the election becomes and while it remains effective, equal to any whole percentage from 1% to 50% (inclusive) of such payment;

(b)           In addition to any election made under subsection (a) above, a portion of any Eligible Bonus payment that would otherwise be made to him or her, after the election becomes and while it remains effective, equal to any whole percentage from 1% to 99% (inclusive) (or such lesser percentage as is determined by the Company to comply with mandatory tax withholding and applicable payroll deductions) of such payment.

3.1.2                       Section 401(k) Ceiling .  Notwithstanding any contrary Plan provision, the Committee:

(a)           May suspend or limit any Participant’s salary deferral election at any time in order to prevent the cumulative amount of the Employee Pre-Tax Contributions and Roth Basic Contributions contributed on behalf of the Participant for any calendar year from exceeding the Section 401(k) Ceiling, except to the extent permitted under Section 3.2 and Section 414(v) of the Code.

(b)           Shall cause any amount allocated to the Participant’s combined Pre Tax 401(k) Deferrals Account and Roth Basic Account (combined) as an excess deferral (calculated by taking into account only amounts deferred under this and any other cash or deferred arrangement maintained by any Employer or Affiliate and qualified under Section 401(k) of the Code), together with any income or loss allocable thereto for the calendar year to which the excess deferral relates, as well as, for the Gap Period, to be distributed to the Participant no later than the April 15 that next follows the year of deferral in accordance with Section 402(g)(2)(A) of the Code.  For this purpose, the “ Gap Period ” means the period beginning on the first day of the subsequent Plan Year and ending on either the day before the date of distribution or on a date selected in accordance with the safe harbor method set forth in Treasury Regulations § 1.401(k)-2(b)(2)(iv)(D).

(c)           May cause any other amount allocated to the Participant’s Employee Pre-Tax Account and/or Roth Basic Account and designated by the Participant as an excess deferral, together with any income or loss allocable thereto for the calendar year to which the excess deferral relates, as well as for the Gap Period, to be distributed to the Participant in accordance with Section 402(g)(2)(A) of the Code.

(d)           Shall cause any Company Match Contributions allocated to the Participant’s Company Match Account by reason of any excess deferral distributed pursuant to subsection (b) or (c), together with any income or loss allocable thereto for the calendar year to which the excess deferral relates, as well as for the Gap Period, to be forfeited at the time such distribution is made and applied to reduce the next succeeding Matching Contribution to the Plan.

For purposes of this Section 3.1.2 and Section 4.1.2, the “ Section 401(k) Ceiling ” means the dollar limit prescribed in Section 402(g)(1) of the Code, as adjusted pursuant to Sections 402(g)(5) and 415(d) of the Code ( e.g. , $15,500 in 2008 and $16,500 in 2009).

3.1.3                       Limitations on HCE Participants .  For any Plan Year, the Committee (in its discretion) may limit the period for which, and/or specify a lesser maximum percentage at which, Employee Pre-Tax Contributions and Roth Basic Contributions may be elected by HCE Participants (as defined in Section 3.1.4) in such manner as may be necessary or appropriate in order to assure that the limitation described in Section 3.1.5 will be satisfied.

3.1.4                       HCE and Non-HCE Participants .  All Participants who are Eligible Employees at any time during a Plan Year (whether or not they are Active Participants), and who are Highly Compensated Employees with respect to the Plan Year, shall be “ HCE Participants ” for the Plan Year.  All other Participants who are Eligible Employees at any time during the Plan Year shall be “ Non-HCE Participants ” for the Plan Year.

3.1.5                       Deferral Percentage Limitation .  In no event shall the actual deferral percentage, determined in accordance with Section 3.1.6 (the “ ADP ”), for the HCE Participants for a

Plan Year exceed the maximum ADP, as determined by reference to the ADP for the Non-HCE Participants, in accordance with the following table:

3.1.6                       Actual Deferral Percentage .  The actual deferral percentage for the HCE or Non-HCE Participants for any Plan Year shall be calculated by computing the average of the deferral percentages (calculated separately for each HCE or Non-HCE Participant) (the “ Deferral Rates ”) determined by dividing (1) the total for the Plan Year of all Employee Pre-Tax Contributions and Roth Basic Contributions made by the Participant and credited to his or her Pre-Tax 401(k) Deferral Account or Roth 401(k) Deferral Account, as applicable, by (2) the Participant’s Testing Compensation (as defined in Section 3.1.7) for the Plan Year.  In computing a Participant’s Deferral Rate, the following special rules shall apply:

(a)           If any Employer or Affiliate maintains any other cash or deferred arrangement which is aggregated by the Company with this Plan for purposes of applying Section 401(a)(4) or 410(b) of the Code, then all such cash or deferred arrangements shall be treated as one plan for purposes of applying Section 3.1.5.

(b)           If an HCE Participant is a participant in any other cash or deferred arrangement maintained by any Employer or Affiliate and qualified under Section 401(k) of the Code, the separate deferral rates determined for the Participant under all such cash or deferred arrangements shall be aggregated with the separate Deferral Rate determined for the Participant under this Section 3.1.6 for purposes of applying Section 3.1.5.

3.1.7                       Testing Compensation .  For purposes of applying Sections 3.1, 3.3 and 4.1 and the non-discrimination tests of Sections 401(k)(3) and 401(m)(2) of the Code, “ Testing Compensation ” means with respect to any Participant, his or her Total Compensation (as defined in

Section 5.5.2(e) and applied using the definition of “Affiliate” in Section 1.2 rather than in Section 5.5.2(a)), subject to the following:

(a)           For any Plan Year, the Committee may specify an alternate definition of Testing Compensation, provided that such alternate definition satisfies the applicable requirements of Treasury Regulations § 1.401(k)-6;

(b)           No amount in excess of the Compensation Limit shall be taken into account under this Section 3.1.7 for any Plan Year; and

(c)           Compensation for periods prior to the time that the individual became a Participant shall not be taken into account.

3.2            Catch-Up Contributions .  Notwithstanding any contrary Plan provision:

(a)            Eligible Participants .  All Employees who are Participants eligible to make Elective Deferrals under this Plan and who have attained age fifty (50) before the close of the Plan Year shall be eligible to make Employee Pre-Tax Catch-Up Contributions (and, effective as of January 1, 2008, Roth Catch-Up Contributions) for the Plan Year in accordance with, and subject to the limitations of, Section 414(v) of the Code.  An Active Participant who meets the foregoing requirements may elect to defer a portion of each payment of Compensation that would otherwise be made to him or her, after the election becomes and while it remains effective, equal to any whole percentage from 1% to 75% (inclusive) of such payment.

(b)            Certain Code Limitations Inapplicable .  A Participant’s Catch-Up Contributions shall not be taken into account for purposes of applying Plan provisions implementing the required limitations of Sections 402(g) and 415 of the Code, and the Plan shall not be treated as failing to satisfy Plan provisions implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416 of the Code, as applicable, by reason of Catch-Up Contributions being or having been made under the Plan.

(c)            No Company Match Contributions .  Catch-Up Contributions shall not be eligible for Company Match Contributions under the Plan.

(d)            Crediting of Catch-Up Contributions .  A Participant’s Catch-Up Contributions shall be credited to his or her Employee Pre-Tax Catch-Up Account or Roth Catch-Up Account, as applicable, under the Plan.

3.3            Deferral Elections .  Each Active Participant shall determine the percentage(s) of his or her Compensation that shall be deferred and contributed to the Trust Fund as his or her Employee Pre-Tax Contributions, Roth Basic Contributions, Employee Pre-Tax Catch-Up Contributions and/or

Roth Catch-Up Contributions in accordance with Sections 3.1.1 and 3.2, respectively, at the time he or she becomes an Active Participant.  The Participant thereafter may redetermine such percentage(s) from time to time in accordance with 3.3.2.  In either event –

(a)           The Active Participant shall make such Elective Deferral elections, in such manner and within such advance notice period as the Committee (in its discretion) shall specify;

(b)           No Employee Pre-Tax Contributions or Roth Basic Contributions shall be made by any Active Participant except in accordance with his or her Elective Deferral election and the limitations of Sections 3.1 and 5.5; and

(c)           No Employee Pre-Tax Catch-Up Contributions or Roth Catch-Up Contributions shall be made by any Active Participant except in accordance with his or her Elective Deferral election and the limitations of Section 3.2.

3.3.1                       Amounts .  Notwithstanding anything in Section 3.1.1 (other than Eligible Bonus deferral elections in accordance with Section 3.1.1(b)) or 3.2 to the contrary, no Active Participant may elect to defer an amount of his or her Compensation for any pay period as all types of Elective Deferrals that, when combined, exceeds 75% of each payment of Compensation.  The amount of Elective Deferrals that may be made by each Active Participant for each payroll period shall be the amount in dollars and cents that is nearest to the amount of Compensation subject to the deferral election(s) multiplied by the percentage(s) elected by the Participant pursuant to Section 3.1.1 or 3.2(a), as applicable.

3.3.2                       Changes .  An Active Participant may change the percentage(s) determined under the first sentence of this Section 3.3 by giving notice in such manner and within such advance notice period as the Committee (in its discretion) shall specify, effective with respect to Compensation paid on such date as the Committee (in its discretion) may specify.  The Elective Deferral elections made by an Active Participant shall remain in effect until his or her active

participation in the Plan is terminated, except to the extent that the election is suspended in accordance with Sections 2.4, 2.5 or 8.2.3, changed in accordance with this Section 3.3.2, or reduced pursuant to Section 3.1.2 or 3.1.3 (as applicable).

3.3.3                       Potential Excess ADP .  In the event that (but for the application of this Section 3.3.3) the Committee determines that the ADP for HCE Participants would exceed the maximum permitted under Section 3.1.5 for a Plan Year (the “ ADP Maximum ”), then the Committee (in its discretion) may reduce, in accordance with Section 3.1.3, the percentages or amounts of Pre Tax 401(k) Deferrals and/or Roth Basic Contributions subsequently to be contributed on behalf of the HCE Participants by such percentages or amounts as, and for as long as, the Committee (in its discretion) may determine is necessary or appropriate in the circumstances then prevailing.  If the Committee determines that it is no longer necessary to reduce the Pre Tax 401(k) Deferrals and/or Roth Basic Contributions contributed on behalf of the HCE Participants, the Committee (in its discretion) may permit some or all HCE Participants, on a uniform and nondiscriminatory basis, to make new Elective Deferral elections with respect to their subsequent Compensation payments and with respect to Pre Tax 401(k) Deferrals and/or Roth Basic Contributions, and shall establish a policy as to the deferral percentages that shall apply with respect to those HCE Participants who do not make new elections.

3.3.4                       Actual Excess ADP .  In the event that the Committee determines that the ADP for the HCE Participants exceeds the ADP Maximum for any Plan Year, then the amount of any excess contributions (within the meaning of Section 401(k)(8)(B) of the Code) contributed on behalf of any HCE Participant shall be distributed, together with any income or loss allocable thereto for

the Plan Year to which the excess contributions relate, to the HCE Participant before the close of the next following Plan Year.

(a)            Determination and Allocation of Excess Contributions .  The amount of excess contributions for HCE Participants for the Plan Year shall be determined and allocated among HCE Participants in the following manner:

(1)           With respect to each HCE Participant whose Deferral Rate exceeds the ADP Maximum, the Committee shall calculate an excess contribution amount by calculating the excess of (A) his or her Pre Tax 401(k) Deferrals and/or Roth Basic Contributions, over (B) the product of the ADP Maximum times his or her Testing Compensation.  The aggregate of the excess contributions for all such HCE Participants shall be the total excess contributions to be distributed pursuant to this Section 3.3.4.

(2)           The Pre Tax 401(k) Deferrals and/or Roth Basic Contributions of the HCE Participant with the highest total dollar amount of Pre Tax 401(k) Deferrals and/or Roth Basic Contributions contributed shall be reduced to the extent necessary to cause the total dollar amount of his or her Pre Tax 401(k) Deferrals and/or Roth Basic Contributions contributed to equal the lesser of the dollar amount of excess contributions for all HCE Participants calculated pursuant to subsection (a)(1) above or the dollar amount of Pre Tax 401(k) Deferrals and/or Roth Basic Contributions of the HCE Participant with the next highest total dollar amount of Pre Tax 401(k) Deferrals and/or Roth Basic Contributions contributed.  This process shall be repeated until the total dollar amount of reductions of such Pre Tax 401(k) Deferrals and/or Roth Basic Contributions equals the total excess contributions calculated pursuant to subsection (a)(1) above.

(3)           The amount of excess contributions to be distributed to an HCE Participant pursuant to this Section 3.3.4 shall be equal to the total amount by which his or her actual Pre Tax 401(k) Deferrals and/or Roth Basic Contributions is reduced under subsection (a)(2) above, but reduced by the amount of any excess deferrals previously distributed to the HCE Participant for the Plan Year under Section 3.1.2.

(b)            Forfeiture of Related Company Match Contributions .  Any Company Match Contributions allocated to the HCE Participant’s Company Match Account by reason of any excess contributions distributed pursuant to this Section 3.3.4, together with any income allocable thereto for the Plan Year to which the excess contributions relate, shall be forfeited and applied to reduce the next succeeding Matching Contribution to the Plan.

(c)            Incorporation By Reference .  The foregoing provisions of this Section 3 are intended to satisfy the requirements of Section 401(k)(3) of the Code and, to the extent not otherwise stated above, the provisions of Section 401(k)(3) of the Code, Treasury Regulations § 1.401(k)-1(a)(iv) (to the extent not inconsistent with amendments to the Code), and subsequent Internal Revenue Service guidance under Section 401(k)(3) of the Code are incorporated herein by reference.

3.4            Payment of Elective Deferrals .  Subject to the foregoing provisions of this Section 3, Sections 5.5, 10.3 and Section 11, the Employers shall pay to the Trust Fund the amounts elected by Active Participants to be contributed as Elective Deferrals.  Any Elective Deferrals to be contributed for a payroll period in accordance with the preceding sentence shall be paid to the Trust Fund as soon as administratively practicable thereafter, and in no event later than the 15th business day of the month that next follows the month in which such Compensation was paid.

4.1            Company Match Contributions .  Subject to the provisions of this Section  4.1, Sections 5.5, 10.3 and Section 11, the Employers shall contribute to the Trust Fund as Company Match Contributions amounts equal to the following:

4.1.1                       Basic Company Match Contributions .  The Employer will make Company Match Contributions for each eligible Active Participant on a payroll by payroll basis equal to 100% of the eligible Active Participant’s Employee Pre-Tax Contributions and, effective as of January 1, 2008, Roth Basic Contributions, for the pay period, but not to exceed 5% of the eligible Active Participant’s Compensation for the pay period against which such contributions are made.

4.1.2                       True-Up Company Match Contributions .  In addition to the Company Match Contributions set forth in Section 4.1.1, the Employer will make additional Company Match Contributions for the Plan Year, to be allocated as of the last Valuation Date of the Plan Year to eligible Participants as an adjustment to take into account any changes in Compensation or Participant deferral elections which may have occurred during the Plan Year.  The amount of the additional Company Match Contributions for each eligible Participant shall be equal to the

difference, if any, between (i) the Company Match Contributions allocated to the eligible Participant pursuant to Section 4.1.1 for the Plan Year, and (ii) a Matching Contribution equal to 100% of the eligible Participant’s Employee Pre-Tax Contributions and/or, effective January 1, 2008, Roth Basic Contributions for the Plan Year, but not to exceed 5% of the eligible Participant’s Compensation for the Plan Year.  Notwithstanding the foregoing, the only Compensation that shall be taken into account with respect to a Participant for purposes of this additional Matching Contribution shall be Compensation paid (or payable if deferred under Section 3) to the eligible Participant for payroll periods for which he or she made Employee Pre-Tax Contributions and/or, effective January 1, 2008, Roth Basic Contributions, to the Plan or after which the Section 401(k) Ceiling took effect under the Plan.  In order to be eligible for this additional Matching Contribution, a Participant must be an Eligible Employee on the last Valuation Date of the Plan Year, or his or her employment with the Employer must have been terminated during the Plan Year due to Disability or death.

4.1.3                       Calculation Rules .  Only those Employee Pre-Tax Contributions and Roth Basic Contributions that are made pursuant to Sections 3.1 and 3.3 shall be taken into account in calculating the amount of the Company Match Contributions (if any) to be made in respect of the Participant’s Employee Pre-Tax Contributions and Roth Basic Contributions for any payroll period.  In no event shall the amount of any Catch-Up Contributions contributed to any Participant’s Employee Pre-Tax Catch-Up Account and/or Roth Catch-Up Account, be taken into account in determining the amount of Company Match Contributions to be made to the Trust Fund and/or allocated to his or her Company Match Account.

4.1.4                       Limitations on HCE Participants .  For any Plan Year, the Committee (in its discretion) may limit the Company Match Contributions to be made on behalf of HCE Participants

(as defined in Section 3.1.4) in such manner as may be necessary or appropriate in order to assure that the limitation described in Section 4.1.5 will be satisfied.

4.1.5                       Contribution Percentage Limitation .  In no event shall the actual contribution percentage, determined in accordance with Section 4.1.6 (the “ ACP ”), for the HCE Participants for a Plan Year exceed the maximum ACP, as determined by reference to the ACP for the Non-HCE Participants (as defined in Section 3.1.4), in accordance with the following table:

4.1.6                       Actual Contribution Percentage .  The actual contribution percentage for the HCE or Non-HCE Participants for a Plan Year shall be calculated by computing the average of the percentages (calculated separately for each HCE or Non-HCE Participant) (the “ Contribution Rates ”) determined by dividing (a) the total of all Company Match Contributions made on behalf of the Participant and credited to his or her Company Match Account for the Plan Year, by (b) the Participant’s Testing Compensation (as defined in Section 3.1.7) for the Plan Year.  The special testing and aggregation rules set forth in Section 3.1.6 with respect to calculation of the Participants’ Deferral Rates shall also apply to the calculation of their Contribution Rates.

4.1.7                       Potential Excess ACP .  In the event that (but for the application of this Section 4.1.7) the Committee determines that the ACP for the HCE Participants would exceed the maximum permitted under Section 4.1.5 for a Plan Year (the “ ACP Maximum ”), then the Committee (in its discretion) may reduce, in accordance with Section 4.1.4, the percentages or amounts of

Company Match Contributions subsequently to be made on behalf of the HCE Participants by such percentages or amounts as, and for as long as, the Committee (in its discretion) may determine is necessary or appropriate in the circumstances then prevailing.

4.1.8                       Actual Excess ACP .  In the event that the Committee determines that the ACP for the HCE Participants exceeds the ACP Maximum for a Plan Year, then the amount of any excess aggregate contributions (within the meaning of Section 401(m)(6)(B) of the Code) contributed on behalf of any HCE Participant shall be distributed, together with any income or loss allocable thereto for the Plan Year to which the excess aggregate contributions relate, to the HCE Participant before the close of the next following Plan Year.

(a)            Determination and Allocation of Excess Aggregate Contributions .  The amount of excess aggregate contributions for HCE Participants for the Plan Year shall be determined and allocated among HCE Participants in the manner provided in Section 3.3.4 with respect to excess contributions.

(b)            Determination of Allocable Income .  The income allocable to any excess aggregate contributions for the Plan Year shall be determined in the manner provided in Section 3.3.4 with respect to excess contributions.

(c)            Incorporation By Reference .  The foregoing provisions of this Section 4.1 are intended to satisfy the requirements of Section 401(m) of the Code and, to the extent not otherwise stated above, the provisions of Section 401(m)(2) and (9) of the Code, Treasury Regulations §1.401(m) 1(b) (to the extent not inconsistent with amendments to the Code), and subsequent Internal Revenue Service guidance under Section 401(m)(2) and (9) of the Code are incorporated herein by reference.

4.2            Non-Elective Contributions .  Subject to the provisions of Sections 5.3 and Section 11, for any Plan Year each Employer shall also contribute to the Trust Fund such amount (if any) as the Board of Directors (in its discretion) may direct be contributed (a “ Non-Elective Contribution ”) on behalf of those Participants who are eligible to share in the allocation of the Non-Elective Contribution pursuant to Section 5.3.

4.3            Timing .  Subject to the foregoing provisions of this Section 4, Section 10.3 and Section 11, Employer Contributions shall be paid to the Trust Fund within the time prescribed by law (including extensions) for filing the Company’s federal income tax return for its taxable year that ends with or within the Plan Year for which the Contributions are made.

4.4            Periodic Contributions .  Subject to the foregoing provisions of this Section 4, Sections 5.4 and Section 11, any Employer Contributions to be made for a Plan Year may be paid in installments from time to time during or after the Plan Year for which they are made.  The Employers shall specify, as to each Employer Contribution payment made to the Trust Fund, the Plan Year to which the payment relates.  The Employers intend the Plan to be permanent, but the Employers do not obligate themselves to make any Employer Contributions under the Plan whatsoever.

4.5            Reinstatements .  The Employers shall also contribute to the Trust Fund any amount necessary to reinstate a closed Account pursuant to Section 7.8.

4.6            Profits Not Required .  Each Employer shall make any contributions otherwise required to be made for a Plan Year without regard to its current or accumulated earnings or profits for the taxable year that ends with or within the Plan Year for which the contributions are made.  Notwithstanding the foregoing, the Plan is designed to qualify as a profit sharing plan under Section 401(a) of the Code.

5.1            Elective Deferrals .  Except as provided in Sections 3.1.2 and 3.3.4, the Elective Deferrals made on behalf of an Active Participant for any period shall be allocated to his or her Pre

Tax 401(k) Deferrals Account, Roth Basic Account, Employee Pre-Tax Catch-Up Account or Roth Catch-Up Account, as applicable, as of the Valuation Date that coincides with or next follows the date on which such Elective Deferrals are received by the Trustee.

5.2            Company Match Contributions .  Except as provided in Section 4.1.8, the Company Match Contributions made on behalf of a Participant shall be allocated to his or her Company Match Account as of the Valuation Date that coincides with or next follows the date on which such Company Match Contributions are received by the Trustee.

5.3            Non-Elective Contributions .  Any Non-Elective Contributions made by an Employer for a Plan Year shall be allocated, as of the Valuation Date that coincides with or next follows the date on which such Non-Elective Contributions are received by the Trustee, to the Non-Elective Contributions Accounts of:

(a)           All Participants (as determined under Section 2) who are Eligible Employees as of the last Valuation Date of the Plan Year for which the Non-Elective Contributions were made; and

(b)           Those Participants who, during such Plan Year, ceased to be Employees on account of death or Disability.

The portion of the Employer’s Non-Elective Contributions to be allocated to the Non-Elective Contribution Account of each Participant who is eligible to share in the allocation pursuant to the preceding sentence shall be determined by multiplying the total amount of the Non-Elective Contributions by a fraction, of which (1) the numerator is the total Compensation received by the Participant while employed by the Employer during the Plan Year, and (2) the denominator is the aggregate total Compensation of all such Participants eligible to share in the allocation for such Plan Year.

5.4            Investment .  Each Participant (or, if deceased, his or her Beneficiary) shall elect, in such manner and at such times as the Committee (in its discretion) shall specify, the percentages of all amounts allocated to his or her Account that are to be invested in each of the Investment Funds.  A Participant (or Beneficiary) may specify as to any Investment Fund any percentage that is a whole multiple of 1%, provided that the total of the percentages specified shall not exceed 100%.

5.4.1                       Changes .  The elections of a Participant (or Beneficiary) concerning the investment of the amounts allocated to his or her Account may be changed in accordance with such procedures as the Committee (in its discretion) may designate from time to time.  The designated procedures may include such rules and limitations ( e.g. , with respect to the timing and frequency of elections) as the Committee may specify from time to time, but at all times shall permit Participants (and Beneficiaries) to make investment changes in a manner designed to permit the Plan to qualify as a 404(c) plan (within the meaning of Section 404(c) of ERISA).

5.4.2                       Failure to Elect .  If a Participant (or Beneficiary) fails to direct the manner in which the amounts allocated (or to be allocated) to his or her Account are to be invested, such amounts shall be invested in the Investment Fund designated by the Committee for such purpose.  Whenever the Committee discontinues an Investment Fund and the Participant (or Beneficiary) does not make a new election with respect to amounts allocated (or to be allocated) to the discontinued Investment Fund, such amounts shall be invested in the Investment Fund designated by the Committee for such purpose.

5.5            Limitations on Allocations . 

5.5.1                       Annual Addition Limitation .  Notwithstanding any contrary Plan provision, in no event shall the Annual Addition to any Participant’s Account for any Plan Year exceed the lesser

of: (a) the Defined Contribution Dollar Limit, or (b) 100% of the Participant’s Total Compensation for the Plan Year, except to the extent permitted under Section 3.2 and Section 414(v) of the Code; provided, however , that clause (b) above shall not apply to Annual Additions described in clauses (5) and (6) of Section 5.5.2(c).

5.5.2                       Definitions .  For purposes of this Section 5.5, the following definitions shall apply:

(a)           “ Affiliate ” means a corporation, trade or business which is, together with any Employer, a member of a controlled group of corporations or an affiliated service group or under common control (within the meaning of Section 414(b), (c), (m) or (o) of the Code, as modified by Section 415(h) of the Code), but only for the period during which such other entity is so affiliated with any Employer.

(b)           “ Aggregated Plan ” means any defined contribution plan that is aggregated with this Plan pursuant to Section 5.5.3.

(c)           “ Annual Addition ” means with respect to each Participant the sum for a Plan Year of (1) the Participant’s Employee Pre-Tax Contributions and Roth Basic Contributions to be credited to the Participant’s Employee Pre-Tax Account or Roth Basic Account, as applicable; (2) the share of any Company Match Contributions and/or Non-Elective Contributions to be credited to the Participant’s Company Match Account and/or Non-Elective Contributions Account, as applicable; (3) the share of all contributions made by all Employers and Affiliates (including salary reduction contributions made pursuant to Section 401(k) of the Code) and any forfeitures to be credited to the Participant’s account under any Aggregated Plan; (4) any after-tax employee contributions made by the Participant for the Plan Year under any Aggregated Plan; (5) any amount allocated to the Participant’s individual medical account (within the meaning of Section 415(l) of the Code) under a defined benefit plan maintained by an Employer or Affiliate; and (6) any amount attributable to post-retirement medical benefits that is allocated pursuant to Section 419A of the Code to the Participant’s separate account under a welfare benefits fund (within the meaning of Section 419(e) of the Code) maintained by an Employer or Affiliate.

(d)           “ Defined Contribution Dollar Limit ” means the dollar limit prescribed in Section 415(c)(1)(A) of the Code, as adjusted in accordance with Section 415(d) of the Code ( e.g. , $46,000 for 2008 and $49,000 for 2009).

(e)           “ Total Compensation ” means:

(1)           Compensation calculated by the Committee in a manner that satisfies the applicable requirements of Section 415(c)(3) of the Code and Treasury Regulations

§1.415-2(d); provided, that if not otherwise specified by the Committee, Total Compensation means the amount of an Employee’s:

(A)           Wages (within the meaning of Section 3401(a) of the Code) and all other payments of compensation which an Employer or Affiliate is required to report in Box 1 (“wages, tips, other compensation”) of IRS Form W-2 (or its successor), determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the agricultural labor exception).  Total Compensation shall also include:

(I)           regular compensation for services during the Employee’s regular working hours, or compensation for services outside the Employee’s regular working hours (such as overtime or shift differentials), commissions, bonuses or other similar payments paid to an Employee who has incurred a severance from employment (as defined in Treasury Regulations §1.415(a)-1(f)(5)); provided that such amounts are paid by the later of 2½ months after th