CANADIAN PACIFIC U.S. SALARIED RETIREMENT INCOME PLAN (Including all Amendments Adopted Through December 31, 2014) CANADIAN PACIFIC U.S. SALARIED RETIREMENT INCOME PLAN (Including all Amendments Adopted through December 31, 2014) Table of Contents

Certain provisions of the Plan have specific effective dates, which are noted in the particular provisions.

Notwithstanding any provision of the Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code and the Uniformed Services Employment and Reemployment Rights Act of 1994, P.L. 103-353 (“USERRA”). In the absence of explicit regulatory guidance, the Plan will be applied and interpreted in a manner that is consistent with a good faith interpretation of the legal requirements of USERRA.

Certain provisions of the Plan are intended to reflect the provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”) and the Job Creation and Older Worker Assistance Act of 2002 (“JOCWA”), the Pension Protection Act of 2006 (“PPA”) and the Worker, Retiree and Employer Recovery Act of 2008 (“WRERA”) and the Heroes Earnings and Assistance and Relief Tax Act of 2008 (the “HEART Act”). The Plan shall be applied and interpreted in a manner that is consistent with a good faith interpretation of the requirements of the EGTRRA, JOCWA, PPA, WRERA and the HEART Act.

This restatement of the Plan document dated “1-28-15” is generally effective January 1, 2015 and includes all amendments adopted or proposed through December 31, 2014. These amendments include the following:

Amendments dated “4-10-12”, adopted on June 11, 2012, in connection with the favorable determination letter dated “4-10-12”.

Amendment dated “6-21-13”, adopted on July 5, 2013, in connection with the exclusion of certain bonuses from Certified Earnings recognized under the Plan.

Amendments dated “12-18-14”, adopted on December 18, 2014, in connection with certain 2014 transfers from Canadian Pacific Railroad and recognizing same sex marriages.

Discretionary bonuses shall not be included in Certified Earnings, except as provided in subsection (b).

Certified Earnings shall include the bonus actually paid during the year under the Company’s Performance Incentive Program. If bonuses under the Performance Incentive Program are paid in the year after they are earned, they will be credited to the year paid rather than the year earned. Notwithstanding the foregoing, if the Company designates part or all of a Performance Incentive Plan bonus, or any other payments or bonus, as not being includable in Certified Earnings, such bonus or payment shall not be included in Certified Earnings under the Plan.

Payments or contributions to or for the benefit of the employee under this Plan shall not be included in Certified Earnings.

Except as provided in subsection (e), allowances or reimbursements for expenses, moving allowances or relocation expenses, foreign tax-equalization pay, severance pay, payments or employer contributions to or for the benefit of the employee under any other deferred compensation, pension, profit sharing,

Discretionary bonuses shall not be included in Certified Earnings, except as provided in subsection (b).

Certified Earnings shall include the bonus actually paid during the year under the Company’s Performance Incentive Program. If bonuses under the Performance Incentive Program are paid in the year after they are earned, they will be credited to the year paid rather than the year earned. Notwithstanding the foregoing, if the Company designates part or all of a Performance Incentive Plan bonus, or any other payments or bonus, as not being includable in Certified Earnings, such bonus or payment shall not be included in Certified Earnings under the Plan.

Payments or contributions to or for the benefit of the employee under this Plan shall not be included in Certified Earnings.

Except as provided in subsection (e), allowances or reimbursements for expenses, moving allowances or relocation expenses, foreign tax-equalization pay, severance pay, payments or employer contributions to or for the benefit of the employee under any other deferred compensation, pension, profit sharing,

If, however, a Participant has elected to have his or her compensation reduced pursuant to a cash or deferred arrangement established under Code Section 401(k), a cafeteria plan described in Code Section 125 or a qualified transportation fringe benefit program under Code Section 132(f)(4), Certified Earnings for purposes of this Plan shall be the amount he or she would have received but for the reduction. If a portion of the reduction is later paid back to Participant, said payment shall not be included in Certified Earnings.

A Participant’s Certified Earnings for any Plan Year shall not exceed the annual compensation limit under Code Section 401(a)(17) in effect for that year. For example, the Code Section 401(a)(17) limit for the Plan Year beginning January 1, 2014 was Two Hundred and Sixty Thousand Dollars ($260,000) and the limit for the 2015 Plan Year is Two Hundred and Sixty Five Thousand Dollars ($265,000). The Code Section 401(a)(17) limit is subject to adjustment in future Plan Years for cost of living increases or otherwise. This subsection shall be applied in accordance with a good faith interpretation of regulations prescribed by the Secretary of Treasury.

A Participant’s Certified Earnings shall include the Certified Earnings that the Participant would have received during a period of qualified military service (or, if the amount of such Certified Earnings is not reasonably certain, the Participant’s average earnings comprising Certified Earnings from all Participating Employers for the twelve-month period immediately preceding the Participant’s period of qualified military service); but only if the Participant returns to work within the period during which his right to reemployment is protected by law or dies during the period of qualified military service. For purposes of this subsection, “qualified military service” shall mean any service in the uniformed services (as defined in chapter 43 of title 38, United States Code) where the Participant’s right to reemployment is protected by law, including a period of military service where the Participant dies prior to the end of such military service and is thus unable to return to employment.

Salary differential payments made to a Participant during a military leave shall not constitute Certified Earnings under the Plan, unless required by USERRA or other applicable law.

If a Participant transferred employment in 2014 (without having a Termination of Employment) from the Canadian Pacific Railroad to a Participating Employer in this Plan, his or her Certified Earnings under this Plan for 2014 shall include compensation received from Canadian Pacific Railway in 2014 prior to the transfer. For this purpose, payments made to the Participant in Canadian dollars in 2014 prior to the transfer shall be converted to U.S. dollars using the rate of exchange as reported by the U.S. Federal Reserve Board for December 2014.

The employee received Testing Wages of $115,000 or more for the prior Plan Year, subject to the following:

The $115,000 limit shall be adjusted for cost of living increases as provided in Code Section 414(q). For example, the Code Section 414(q) limit for 2014 was $115,000 and the limit for 2015 is $120,000.

The Company may elect to treat those employees, who receive Testing Wages equal to or in excess of the applicable limit under Code Section 414(q) (as adjusted for cost of living increases) but who are not among the top paid 20 percent of all employees, as Non-Highly Compensated Employees. Any such election shall be made in accordance with applicable regulations prescribed by the Internal Revenue Service. Currently, the Company is not making this election.

An employee of a Participating Employer who at any time during the current or prior Plan Year was a five percent (5%) owner as defined in Code Section 416(i)(1).

Individuals employed by the Dakota, Minnesota & Eastern Railroad Corporation (the “DM&E”) on July 1, 2010 and employees hired or rehired by a Participating Employer on or after July 1, 2010 are Qualified Employees even if they are receiving benefits or are entitled to future benefits under the Pension Plan. These individuals are not eligible to accrue additional benefits under the Pension Plan.

Individuals who were employed by the Soo Line Railroad Company or the Delaware and Hudson Railroad Company on July 1, 2010 and who were participants in the Pension Plan on that date are not eligible to participate in this Plan even if they were not actively accruing benefits under the Pension Plan on July 1, 2010.

Former employees who are still entitled to benefits under the Pension Plan and who are rehired by a Participating Employer on or after July 1, 2010 are Qualified Employees eligible to participate in the Salaried Retirement Income Plan but are not eligible to accrue additional benefits under the Pension Plan with respect to their service after their rehire date.

Any employee of a Participating Employer who transfers into a covered salaried position after July 1, 2010 and who is not a participant in the Pension Plan, is a Qualified Employee eligible to participate in the Salaried Retirement Income Plan. This includes transfers from Canada to U.S. salaried positions who relocate to a U.S. residence, transfers from hourly to salaried positions and transfers from union represented positions to salaried positions.

Eligibility of employees in a collective bargaining unit to participate in the Plan shall be subject to negotiations with the representative of that unit. During any period that the wages and hours of service of an employee are covered by the provisions of a collective bargaining agreement between his or her Participating Employer and such representative he or she shall not be considered a Qualified Employee for purposes of this Plan unless such agreement expressly so provides. For purposes of this section only, such an agreement shall be deemed to continue after its formal expiration during collective bargaining negotiations pending the execution of a new agreement.

An employee shall be deemed to be a Qualified Employee during a period of absence from active service which does not result from his or her Termination of Employment, provided he or she is a Qualified Employee at the commencement of such period of absence.

A nonresident alien while not receiving earned income (within the meaning of Code Section 911(b)) from a Participating Employer which constitutes income from sources within the United States (within the meaning of Code Section 861(a)(3)) is not a Qualified Employee.

An employee is not a Qualified Employee unless his or her services are performed within the United States, or his or her principal base of operations to which he or she frequently returns is within the United States.

Any individual designated by the Company or a Participating Employer as an “independent contractor” by payroll practice or otherwise is not a Qualified Employee (regardless of whether the individual is actually a common law employee).

An employee is not a Qualified Employee prior to the date as of which his or her employer becomes a Participating Employer in this Plan.

The Company may, on a uniform and nondiscriminatory basis, modify the definition of Testing Wages in any other way that satisfies the definition of “compensation” under Code Section 414(s) or regulations issued thereunder. The same definition of Testing Wages shall be used for all Participants for a particular year, but different definitions may be used for different years.

The Company may limit a Participant’s Testing Wages to compensation received while the employee is a Participant.

Testing Wages shall not exceed the limit as may be in effect under Code section 401(a)(17) for any given Plan Year.

A more frequently occurring date, such as daily valuations, as designated by the Company in written notice to the Funding Agency, as the Company may consider necessary or advisable to provide for the orderly and equitable administration of the Plan.

Service prior to a Recognized Break in Service will not be excluded from a Participant’s Years of Vesting Service regardless of the length of the Recognized Break in Service.

Hours of Service are computed only with respect to service with Participating Employers (for service both before and after the Participating Employer becomes such), Affiliates, members of the Affiliated Group and Predecessor Employers and are aggregated for service with all such employers.

For any portion of a computation period during which a record of hours is maintained for an employee, Hours of Service shall be credited as follows:

Each hour for which the employee is paid, or entitled to payment, for the performance of duties for his employer during the applicable computation period is an Hour of Service.

Each hour for which the employee is paid, or entitled to payment, by his employer on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness incapacity (including disability), layoff, jury duty, military duty, or leave of absence, is an Hour of Service. Hours of Service shall not be credited under this paragraph with respect to payments under a plan maintained solely for the purpose of complying with applicable unemployment compensation or disability insurance laws or with respect to a payment which solely reimburses the individual for medical or medically related expenses incurred by the employer.

Each hour credited for a period of time during which no duties are performed, but during which the employment relationship has not been terminated, during a period of excused absence, vacation, sick leave or jury duty is an Hour of Service. Such Hours of Service shall be credited on an assumed basis of a nine (9) hour workday and five (5) workdays per week. If an Hour of Service is creditable under both paragraph (2) and

Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the employer is an Hour of Service. Such Hours of Service shall be credited to the computation period or periods to which the award or agreement for back pay pertains, rather than to the computation period in which the award, agreement, or payment is made. Crediting of Hours of Service for back pay awarded or agreed to with respect to periods described in paragraph (2) shall be subject to the limitations set forth therein.

Hours under this subsection shall be calculated and credited pursuant to Section 2530.200b-2 of the Department of Labor Regulations, which are incorporated herein by this reference.

The Company may use any records to determine Hours of Service which it considers an accurate reflection to the actual facts.

For any portion of a computation period during which an employee is within a classification for which a record of hours for the performance of duties is not maintained, he shall be credited with 45 Hours of Service for each week for which he would otherwise be credited with at least one Hour of Service under subsection (b).

Nothing in this section shall be construed as denying an employee credit for an Hour of Service if credit is required under Code Section 414(n) or by any other federal law. The nature and extent of such credit shall be determined under such other law.

In no event shall duplicate credit as an Hour of Service be given for the same hour.

An employee of a Participating Employer shall become a Participant in the Plan on the earliest date (on or after July 1, 2010 or such later date on which the Plan becomes effective with respect to his or her Participating Employer) on which all of the following requirements are met:

If a former Participant is reemployed, he or she will become a Participant on the date he or she again becomes a Qualified Employee.

The date all benefits, if any, to which the Participant is entitled hereunder have been distributed from the Fund.

An employee of a Participating Employer shall become a Participant in the Plan on the earliest date (on or after July 1, 2010 or such later date on which the Plan becomes effective with respect to his or her Participating Employer) on which all of the following requirements are met:

If a former Participant is reemployed, he or she will become a Participant on the date he or she again becomes a Qualified Employee.

The date all benefits, if any, to which the Participant is entitled hereunder have been distributed from the Fund.

The Annual Retirement Contribution shall be equal to three and one-half percent (3 ½%) of the eligible Participant’s Certified Earnings for the Plan Year and shall be credited to a separate Account established for the Participant pursuant to Sec.

The Participant was an Active Participant on the last business day of the Plan Year for which the Annual Retirement Contribution is being made;

The Participant’s Termination of Employment during the Plan Year occurred on or after the date the Participant reached age 55 with at least 10 years of Vesting Service;

The Participant had an involuntary Termination of Employment during the Plan Year, which was not for cause.

Such amounts may be used to pay reasonable administrative expenses of the Plan to the extent permitted by ERISA.

To the extent directed by the Company, such amounts may be applied to reinstate Forfeited Accounts as provided in Sec. 9.2(b).

Such amounts may be credited against Annual Retirement Contributions to be made by the Participating Employers for the current Plan Year or the next Plan Year. In making allocations to the Accounts of Participants, amounts credited against Annual Retirement Contributions shall have the same attributes as Annual Retirement Contributions.

Such amounts may be used to make any corrective contributions that may be necessary under the Internal Revenue Service self correction program.

The Annual Retirement Contribution shall be equal to three and one-half percent (3 ½%) of the eligible Participant’s Certified Earnings for the Plan Year and shall be credited to a separate Account established for the Participant pursuant to Sec.

The Participant was an Active Participant on the last business day of the Plan Year for which the Annual Retirement Contribution is being made;

The Participant’s Termination of Employment during the Plan Year occurred on or after the date the Participant reached age 55 with at least 10 years of Vesting Service;

The Participant had an involuntary Termination of Employment during the Plan Year, which was not for cause.

Such amounts may be used to pay reasonable administrative expenses of the Plan to the extent permitted by ERISA.

To the extent directed by the Company, such amounts may be applied to reinstate Forfeited Accounts as provided in Sec. 9.2(b).

Such amounts may be credited against Annual Retirement Contributions to be made by the Participating Employers for the current Plan Year or the next Plan Year. In making allocations to the Accounts of Participants, amounts credited against Annual Retirement Contributions shall have the same attributes as Annual Retirement Contributions.

Such amounts may be used to make any corrective contributions that may be necessary under the Internal Revenue Service self correction program.

Such amounts may be allocated among the Accounts of Active Participants employed on the last day of the Plan Year in the ratio that each such Active Participant’s Certified Earnings for the Plan Years bears to the total Certified Earnings of Active Participants that are employed on the last day of the Plan Year.

The maximum amount allowable as a deduction in computing its taxable income for that Plan Year for federal income tax purposes.

The aggregate amount of the contributions by such Participating Employer that may be allocated to Accounts of Participants under the provisions of Article VI.

Allocations shall be reflected in Accounts as provided in Article VII. For the purposes of allocating investment gains and losses, pro rata adjustments will be made to Participants’ Accounts in a fair, equitable and non-discriminatory manner to reflect the time when contributions were actually received by the Funding Agency and allocated to Participant’s Accounts.

Annual Retirement Contributions with respect to a Plan Year which are deposited with the Funding Agency after the end of the Plan Year shall be allocated to the appropriate Accounts as of the last day of that Plan Year unless the Company determines that it is necessary to treat some or all of such contributions as being contributions for the Plan Year in which they are actually deposited with the Funding Agency.

The Annual Additions with respect to a Participant for any Plan Year shall not exceed the lesser of:

If a Participant is also a participant in one or more other defined contribution plans maintained by a Participating Employer or an Affiliate, and if the amount of employer contributions and forfeitures otherwise allocated to the Participant for a Plan Year must be reduced to comply with the limitations under Code Section 415, such allocations under this Plan and each of such other plans shall be reduced pro rata to the extent necessary to comply with said limitations, except that reductions to the extent necessary shall be made in allocations under profit sharing plans and stock bonus plans before any reductions are made under money purchase plans.

If for any Plan Year the limitation described in subsection (a) would otherwise be exceeded with respect to any Participant and if there is any excess amount remaining after the adjustments in paragraph (b) as a result of an operational error, any excess annual additions shall be adjusted and self-corrected pursuant to the Internal Revenue Service Employee Plans Compliance Resolution System. Such correction is to be made pursuant to procedures established by the Company and shall be completed by the close of the second Plan Year following the error.

For purposes of this section, “Annual Additions” means the sum of the following amounts allocated to a Participant for a Plan Year under this Plan and all other defined contribution plans maintained by a Participating Employer or an Affiliate in which he or she participates:

The Annual Additions with respect to a Participant for any Plan Year shall not exceed the lesser of:

If a Participant is also a participant in one or more other defined contribution plans maintained by a Participating Employer or an Affiliate, and if the amount of employer contributions and forfeitures otherwise allocated to the Participant for a Plan Year must be reduced to comply with the limitations under Code Section 415, such allocations under this Plan and each of such other plans shall be reduced pro rata to the extent necessary to comply with said limitations, except that reductions to the extent necessary shall be made in allocations under profit sharing plans and stock bonus plans before any reductions are made under money purchase plans.

If for any Plan Year the limitation described in subsection (a) would otherwise be exceeded with respect to any Participant and if there is any excess amount remaining after the adjustments in paragraph (b) as a result of an operational error, any excess annual additions shall be adjusted and self-corrected pursuant to the Internal Revenue Service Employee Plans Compliance Resolution System. Such correction is to be made pursuant to procedures established by the Company and shall be completed by the close of the second Plan Year following the error.

For purposes of this section, “Annual Additions” means the sum of the following amounts allocated to a Participant for a Plan Year under this Plan and all other defined contribution plans maintained by a Participating Employer or an Affiliate in which he or she participates:

Amounts attributable to medical benefits as described in Code Sections 415(1)(2) and 419A(d)(2).

For purposes of applying the limitations of Code §415, “Compensation” means a Participant’s earned income, wages, salaries, and other amounts received for personal services actually rendered in the course of employment with the Company, or an Affiliate, subject to the following:

Subject to paragraph (2) below, Compensation excludes employer contributions to a plan of deferred compensation which are not includable in the Participant’s gross income for the taxable year in which contributed, and other amounts which received special tax benefits. However, any amounts received by a Participant pursuant to an unfunded non-qualified plan of deferred compensation are Compensation in the year such amounts are includable in the Participant’s gross income.

Salary reduction contributions to a cash or deferral arrangement under Code §401(k), a Code §457 are includable as Compensation. Compensation shall also include elective amounts that are not includable in the gross income of the employee under Code §132(f)(4).

Compensation shall include any military differential pay paid to a Participant by a Participating Employer.

Compensation recognized for an employee for a Plan Year shall not exceed the limit under Code §401(a)(17) as adjusted by the Secretary of Treasury.

Payments made by the later of 2½ months after a Participant’s severance from employment or the end of the Plan Year in which the severance from employment occurred are included in Compensation for the limitation year if, absent a severance from employment, such payments would have been paid to the Participant while the Participant continued in employment with the Company or an Affiliate and are regular earnings for services during the Participant’s regular working hours, compensation for services outside the Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses or other similar compensation. This

This Section shall be applied in accordance with final regulations under Code Section 415 that were issued by the Department of Treasury and Internal Revenue Service on April 5, 2007, which are hereby incorporated by reference.

The Participant’s children, except that if any of the Participant’s children predecease the Participant but leave issue surviving the Participant, such issue shall take by right of representation the share their parent would have taken if living.

The Participant’s children, except that if any of the Participant’s children predecease the Participant but leave issue surviving the Participant, such issue shall take by right of representation the share their parent would have taken if living.

To be eligible to disclaim, the Beneficiary must not have received a distribution of all or any portion of the Participant’s Accounts and, in the case of a Beneficiary who is a natural person, must have attained at least age 21 at the time such disclaimer is signed and delivered. A disclaimer shall state that the Beneficiary’s entire interest in the Participant’s Accounts is disclaimed or shall specify what portion thereof is disclaimed. The Company shall be the sole judge of the content, interpretation and validity of a purported disclaimer.

Any disclaimer must be in writing and must be signed by the Beneficiary making the disclaimer and acknowledged by a notary public. The Company may establish rules for the use of electronic signatures and acknowledgments. Until such rules are established, electronic signatures and acknowledgments shall not be effective. To be effective, an original signed copy of the disclaimer must be actually delivered to the Company following the date of the Participant’s death but not later than nine months after the date of the Participant’s death. A disclaimer shall be irrevocable upon delivery to the Company. A disclaimer shall be considered to be delivered to the Company only when it is actually received by the Company.

Upon the filing of a valid disclaimer, the Beneficiary shall be considered not to have survived the Participant with respect to the disclaimed interest. A disclaimer shall not be considered to violate the provisions of Sec. 10.7, and shall not be considered to be an assignment or alienation of benefits in violation of any federal law prohibiting the assignment or alienation of benefits under this Plan.

No form of attempted disclaimer that does not meet the requirements of this Section will be recognized by the Company.

Timing of Forfeitures. If the Participant is not vested in his or her Retirement Income Account, the unvested balance in his or her Account shall be treated as Forfeitures by the end of the Plan Year in which his or her Termination of Employment occurs. For this purpose, he or she will be treated as having been zero percent (0%) vested and having received a distribution of the entire vested balance in all of his or her Accounts in the Plan Year in which he or she Terminates Employment. Forfeitures shall be applied as provided in Sec. 5.2 and shall be reinstated as provided in paragraph (b) below.

Reinstatement of Forfeitures. If a Participant’s Account is Forfeited and the Participant resumes employment with a Participating Employer before incurring a Recognized Break in Service of 60 months or more, the following shall apply:

The Participant’s Retirement Income Account that was Forfeited prior to the Recognized Break in Service will be restored to its value as of the Valuation Date coincident with or next following the Participant’s prior Termination of Employment. The Participant’s right to these reinstated amounts following any subsequent Termination of Employment is subject to the completion of a total of three Years of Vesting Service (including both service before and after the Recognized Break in Service).

Amounts to be reinstated pursuant to paragraph (1) may be obtained from any of the following sources:

Permanent Forfeiture. If a Participant whose Account was Forfeited pursuant to subsection (a) does not resume employment with a Participating Employer before incurring a Recognized Break in Service of 60 months, his or her Retirement Income Account is permanently Forfeited and will not be reinstated.

The benefit under this section shall be paid at the times and in the manner determined under Article X.

Distribution shall be made by one or a combination of the following methods, as the Participant or Beneficiary may select:

Payment in a single sum.

Substantially equal installments over a period not to exceed the Participant’s life expectancy or the joint life expectancy of the Participant and his or her Beneficiary.

A direct rollover to another eligible retirement plan or an IRA.

Subject to subsection (c) below, distributions from all Accounts may occur at any time after the Participant’s Termination of Employment. Distributions will be made upon receipt of proper instructions from the Participant. In that regard, the Company shall provide Participants with a distribution election (or consent) form and notice 30 to 180 days in advance of the date the first distribution is made to the Participant. These materials shall include the following:

The special tax and rollover notice referenced in Code Section 402(f).

Distributions to a Participant must begin not later than the Participant’s “required beginning date”. A Participant’s “required beginning date” is April 1 of the Plan Year following the later of (i) the Plan Year in which the Participant attains age 70½, or (ii) the Plan Year in which the Participant’s Termination of Employment occurs. If the Participant is a 5% owner, however, as described in Code Section 416, the required beginning date is April 1 following the Plan Year the Participant reaches 70½ regardless of whether he or she has had a Termination of Employment.

Distribution shall be made by one or a combination of the following methods, as the Participant or Beneficiary may select:

Payment in a single sum.

Substantially equal installments over a period not to exceed the Participant’s life expectancy or the joint life expectancy of the Participant and his or her Beneficiary.

A direct rollover to another eligible retirement plan or an IRA.

Subject to subsection (c) below, distributions from all Accounts may occur at any time after the Participant’s Termination of Employment. Distributions will be made upon receipt of proper instructions from the Participant. In that regard, the Company shall provide Participants with a distribution election (or consent) form and notice 30 to 180 days in advance of the date the first distribution is made to the Participant. These materials shall include the following:

The special tax and rollover notice referenced in Code Section 402(f).

Distributions to a Participant must begin not later than the Participant’s “required beginning date”. A Participant’s “required beginning date” is April 1 of the Plan Year following the later of (i) the Plan Year in which the Participant attains age 70½, or (ii) the Plan Year in which the Participant’s Termination of Employment occurs. If the Participant is a 5% owner, however, as described in Code Section 416, the required beginning date is April 1 following the Plan Year the Participant reaches 70½ regardless of whether he or she has had a Termination of Employment.

The amount distributed to a Participant for the calendar year preceding his or her required beginning date and for each subsequent calendar year shall not be less than the amount required by Treasury Regulation Section 1.401(a)(9)-5. The distribution for the calendar year preceding the individual’s required beginning date must be paid not later than the required beginning date. The distribution for each subsequent year must be paid not later than December 31 of that year.

If the Participant dies after his or her required beginning date and after beginning to receive payments in installments, the remaining payments shall be made to the Beneficiary in annual amounts at least equal to the minimum amount required by Treasury Regulation Section 1.401(a)(9)-5.

If the Participant dies before his or her required beginning date, the Participant’s Accounts shall be distributed to the Beneficiary not later than December 31 of the year containing the fifth anniversary of the Participant’s death, subject to the following:

Distributions to a Beneficiary may extend beyond five years from the death of the Participant if they are in the form of installment payments over a period not exceeding the Beneficiary’s life expectancy, provided such payments begin not later than December 31 of the year following the year in which the Participant’s death occurred.

If a Beneficiary is the surviving spouse of the Participant, payments to that surviving spouse pursuant to paragraph (1) need not commence until December 31 of the year in which the Participant would have reached age 70½.

If a Beneficiary of a deceased Participant dies before receiving all benefits to which the Beneficiary is entitled under the Plan, any remaining amounts shall be paid to the Successor Beneficiary provided in Sec. 8.5.

If more than one Beneficiary is entitled to benefits following the Participant’s death, the interest of each Beneficiary shall be segregated into a separate Account for purposes of applying this section.

Distributions shall be made in accordance with the requirements of Code Section 401(a)(9), including the incidental death benefit requirements of Code Section 401(a)(9)(G) and in accordance with Treasury Regulation Sections 1.401(a)(9)-1 through 1.401(a)(9)-9. These requirements will override any inconsistent distribution option and no distribution option otherwise permitted under this Plan will be available to a Participant or Beneficiary if such distribution option does not meet the requirements of Code Section 401(a)(9), including paragraph (G) thereof.

If the total value of the Participant’s Accounts is more than $1,000 but not more than $5,000 and the Participant is alive but the Participant has not reached age 65, the Company will cause the balance in the Participant’s Accounts (excluding unpaid loans) to be Directly Rolled over to an individual retirement account (“IRA”) designated by the Company.

If the total value of the Participant’s Accounts is $1,000 or less and the Participant is alive, a single-sum cash distribution shall be made to the Participant as soon as administratively feasible following the Participant’s Termination of Employment, disability or death.

Unless benefit payments have already commenced, if the Participant dies, a single-sum distribution equal to the total value of the Participant’s Accounts shall be made to the Participant’s Beneficiary as soon as administratively feasible following the Participant’s death. By way of clarification, no default Direct Rollovers to IRAs pursuant to subsection (a) shall be made on behalf of Beneficiaries of deceased Participants. Surviving Beneficiaries (including non- spousal Beneficiaries) are, however, eligible to elect voluntary Direct Rollovers pursuant to Sec. 10.3. If benefit payments have already commenced, any possible remaining payments to the Beneficiary are subject to the provisions of Sec. 10.1.

If the Participant Terminates Employment after Normal Retirement Age (i.e., age 65), the default rollover rules do not apply and his or her Accounts will be distributed in a single-sum cash distribution as soon as feasible following his or her Termination of Employment.

The default rollover provisions of this Section do not apply to alternate payees under a Qualified Domestic Relations Order. Those distributions shall be made in a single sum cash distribution.

For purposes of this Section, a Participant (or Beneficiary) is deemed to have received his or her election form five days after the form is mailed to his or her last known address.

Eligible Rollover Distribution. For purposes of this section, an eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee that is not in the form of substantially equal installments over the lifetime or life expectancy of the Participant (or the Participant and his or her Beneficiary) or for a period of 10 years or more.

Eligible Retirement Plan. An eligible retirement plan is one of the following plans or arrangements that agrees to accept the distributee’s eligible rollover contribution: (i) a qualified trust described in Code Section 401(a), (ii) an individual retirement account described in Code Section 408(a), (iii) an individual retirement annuity described in Code Section 408(b), (iv) an annuity plan described in Code Section 457(b) maintained by a governmental entity such as a state, political subdivision or a state, or agency or instrumentality of a state or political subdivision of a state that agrees to separately account for amounts transferred from this Plan, (v) a Roth IRA described in Code Section 408A, or (vi) a tax sheltered annuity contract described in Code Section 403(b).

Distributee. A distributee means a Participant, a Participant’s surviving spouse, a surviving non-spouse Beneficiary of the Participant, a trust maintained for the benefit of one or more designated Beneficiaries, or a former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code section 414(p). Individuals or entities other than those named in this subsection are not permitted to roll over distributions from the Plan.

Direct Rollover. A direct rollover is a payment by the Funding Agency to the eligible retirement plan specified by the distributee.

Direct Transfers by Non-Spousal Beneficiaries. A designated Beneficiary who is not the Participant’s spouse, following the death of a Participant, may request a direct trustee to trustee transfer of his or her entire interest in the Plan, but only to an individual retirement account or annuity described in Code Sections 408(a) or 408(b) (an “IRA”) that is designated as an “inherited IRA”. For purposes of the preceding sentence, a designated Beneficiary includes a trust maintained for the benefit of one or more designated Beneficiaries. The transfer shall then be made as soon as practicable following the Beneficiary’s request. Amounts transferred to an inherited IRA under this subsection are subject to the required minimum distribution rules of Code Section 401(a)(9). Also, any required minimum distributions that would otherwise be due to the Participant or Beneficiary shall be made to the Beneficiary before any such direct transfer is made to the inherited IRA. The inherited IRA must be established in a manner that identifies it as an inherited IRA with respect to the deceased Participant and must also identify the Beneficiary. Transfers under this Section shall be administered in accordance with applicable regulations or other guidance issued by the Department of Treasury.

If any contribution or portion thereof is made by a Participating Employer by a mistake of fact, the Funding Agency shall, upon written request of the Company, return such contribution or portion thereof to the Participating Employer within one year after the payment of the contribution to the Funding Agency; however, earnings attributable to such contribution or portion thereof shall not be returned to the Participating Employer but shall remain in the Fund, and the amount returned to the Participating Employer shall be reduced by any losses attributable to such contribution or portion thereof.

If any contribution or portion thereof is made by a Participating Employer by a mistake of fact, the Funding Agency shall, upon written request of the Company, return such contribution or portion thereof to the Participating Employer within one year after the payment of the contribution to the Funding Agency; however, earnings attributable to such contribution or portion thereof shall not be returned to the Participating Employer but shall remain in the Fund, and the amount returned to the Participating Employer shall be reduced by any losses attributable to such contribution or portion thereof.

Contributions by the Participating Employers are conditioned upon initial qualification of the Plan under Code Section 401(a). If the Plan receives an adverse determination letter from the Internal Revenue Service with respect to such initial qualification, the Funding Agency shall, upon written direction of the Company, return the amount of such contribution to the Participating Employers within one year after the date of denial of qualification of the Plan; provided, however, that the application for qualification must have been submitted to the Internal Revenue Service by the time prescribed by law for filing the Employer’s federal income tax return for the taxable year in which the Plan is adopted, or by such later date as the Secretary of the Treasury may prescribe. For this purpose, the amount to be so returned shall be the contributions actually made, adjusted for the investment experience of, and any expenses chargeable against, the portion of the Fund attributable to the contributions actually made.

Contributions by the Participating Employers are conditioned upon the deductibility of each contribution under Code Section 404. To the extent the deduction is disallowed, the Funding Agency shall, upon written request of the Company, return such contribution to the Participating Employer within one year after the disallowance of the deduction; however, earnings attributable to such contribution (or disallowed portion thereof) shall not be returned to the Participating Employer but shall remain in the Fund, and the amount returned to the Participating Employer shall be reduced by any losses attributable to such contribution (or disallowed portion thereof).

Any person or persons, natural or otherwise, or committee, to whom responsibilities for the operation and administration of the Plan are allocated by the Company, by resolution of the Board or by written instrument executed by the chief executive officer of the Company and filed with its permanent records, but action of such person or persons or committee shall be within the scope of said allocation.

Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan.

A Named Fiduciary, or a fiduciary designated by a Named Fiduciary pursuant to the provisions of the Plan, may employ one or more persons to render advice with regard to any responsibility such fiduciary has under the Plan.

To the extent permitted by any applicable trust agreement or group annuity contract a Named Fiduciary with respect to control or management of the assets of the Plan may appoint an investment manager or managers, as defined in ERISA, to manage (including the power to acquire and dispose of) any assets of the Plan.

At any time the Plan has more than one Named Fiduciary, if pursuant to the Plan provisions fiduciary responsibilities are not already allocated among such Named Fiduciaries, the Company, by action of the Board or its chief executive officer, may provide for such allocation; except that such allocation shall not include any responsibility, if any, in a trust agreement to manage or control the assets of the Plan other than a power under the trust agreement to appoint an investment manager as defined in ERISA.

Any person or persons, natural or otherwise, or committee, to whom responsibilities for the operation and administration of the Plan are allocated by the Company, by resolution of the Board or by written instrument executed by the chief executive officer of the Company and filed with its permanent records, but action of such person or persons or committee shall be within the scope of said allocation.

Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan.

A Named Fiduciary, or a fiduciary designated by a Named Fiduciary pursuant to the provisions of the Plan, may employ one or more persons to render advice with regard to any responsibility such fiduciary has under the Plan.

To the extent permitted by any applicable trust agreement or group annuity contract a Named Fiduciary with respect to control or management of the assets of the Plan may appoint an investment manager or managers, as defined in ERISA, to manage (including the power to acquire and dispose of) any assets of the Plan.

At any time the Plan has more than one Named Fiduciary, if pursuant to the Plan provisions fiduciary responsibilities are not already allocated among such Named Fiduciaries, the Company, by action of the Board or its chief executive officer, may provide for such allocation; except that such allocation shall not include any responsibility, if any, in a trust agreement to manage or control the assets of the Plan other than a power under the trust agreement to appoint an investment manager as defined in ERISA.

Unless expressly prohibited in the appointment of a Named Fiduciary which is not the Company acting as provided in Sec. 11.1, such Named Fiduciary by written instrument may designate a person or persons other than such Named Fiduciary to carry out any or all of the fiduciary responsibilities under the Plan of such Named Fiduciary; except that such designation shall not include any responsibility, if any, in a trust agreement to manage or control the assets of the Plan other than a power under the trust agreement to appoint an investment manager as defined in ERISA.

A person who is a fiduciary with respect to the Plan, including a Named Fiduciary, shall be recognized and treated as a fiduciary only with respect to the particular fiduciary functions as to which such person has responsibility.

Receipt of a final determination from the Treasury Department or any court of competent jurisdiction regarding the effect of such discontinuance or termination on the qualified status of the Plan under Code Section 401(a).

Appropriate adjustment of Accounts to reflect taxes, costs, and expenses, if any, incident to such discontinuance or termination.

If this Plan is not part of a required aggregation group and the top-heavy ratio for this Plan exceeds 60 percent.

If this Plan is part of a required aggregation group of plans and the top- heavy ratio for the group of plans exceeds 60 percent.

If the ratio is being determined only for this Plan, or if the aggregation group only includes defined contribution plans, the top-heavy ratio is a fraction, the numerator of which is the sum of the account balances of all Key Employees under the Plan or plans as of the determination date (including any part of any account balance distributed in the five-year period ending on the determination date), and the denominator of which is the sum of the account balances (including any part of any account balance distributed in the one-year period ending on the determination date) of all employees under the Plan or plans as of the determination date. (The “Plans” referred to in the preceding sentence are the plans in the required or permissive aggregation group, as applicable.) The preceding provisions shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Code Section 416(g)(2)(A)(i). Both the numerator and denominator

If the determination is being made for a required or permissive aggregation group which includes one or more defined benefit plans, the top-heavy ratio is a fraction, the numerator of which is the sum of the account balances of all Key Employees under the defined contribution plan or plans and the present value of accrued benefits of all Key Employees under the defined benefit plan or plans as of the determination date, and the denominator of which is the sum of the account balances of all employees under the defined contribution plan or plans and the present value of accrued benefits of all employees under the defined benefit plan or plans as of the determination date. The account balances and accrued benefits in both the numerator and denominator of the top-heavy ratio shall be adjusted to reflect any distributions made in the one-year period ending on the determination date and any contributions due but unpaid as of the determination date, subject to the special aggregation rule for terminated plans in paragraph (1).

For purposes of paragraphs (1) and (2), the value of account balances and the present value of accrued benefits will be determined as of the most recent valuation date that falls within the 12-month period ending on the determination date. The account balances and accrued benefits of an employee who is not a Key Employee but who was a Key Employee in a prior year will be disregarded. The calculation of the top-heavy ratio and the extent to which distributions, rollovers, and transfers are taken into account will be made in accordance with Code section 416 and the regulations thereunder. When aggregating plans, the value of account balances and accrued benefits will be calculated with reference to the determination dates that fall within the same calendar year.

“Required aggregation group” means (i) each qualified plan of the employer (including terminated plans) in which at least one Key Employee participates in the Plan Year containing the determination date, or any of the four preceding Plan Years, and (ii) any other qualified plan of the employer that enables a plan described in (i) to meet the requirements of Code Sections 401(a)(4) or 410.

“Permissive aggregation group” means the required aggregation group of plans plus any other plan or plans of the employer which, when consolidated as a group with the required aggregation group, would continue to satisfy the requirements of Code Sections 401(a)(4) and 410.

“Determination date” means, for any Plan Year subsequent to the first Plan Year, the last day of the preceding Plan Year. For the first Plan Year of the Plan, the last day of that year is the determination date.

The “valuation date” is the last day of each Plan Year and is the date as of which account balances or accrued benefits are valued for purposes of calculating the top-heavy ratio.

For purposes of establishing the “present value” of benefits under a defined benefit plan to compute the top-heavy ratio, any benefit shall be discounted only for mortality and interest based on the interest rate and mortality table specified in the defined benefit plan for this purpose.

If an individual has not performed any services for the employer at any time during the one-year period ending on the determination date with respect to a Plan Year, any account balance or accrued benefit for such individual shall not be taken into account for such Plan Year.

The minimum amount shall be the amount equal to that percentage of the Participant’s Compensation for the Plan Year which is the smaller of:

The percentage which is the largest percentage of Compensation allocated to any Key Employee from employer contributions and Forfeitures for such Plan Year.

Any employer contribution attributable to a salary reduction or similar arrangement (including Salary Reduction Contributions and Matching Contributions under this Plan) may not be used to satisfy the minimum amount of employer contributions which must be allocated under subsection (a).

This Section shall not apply to any Participant who is covered under any other plan of the employer under which the minimum contribution or minimum benefit requirement applicable to Top-Heavy Plans will be satisfied.

The monthly amount of the benefit under this section shall be an amount equal to the value of the Participant’s Account under the Plan multiplied by the vested percentage determined according to the number of his or her Years of Vesting Service, as follows:

Years of Vesting Service for purposes of this section shall be as defined in Sec. 3.4.

This section shall not apply to a Participant who has no Hours of Service after the Plan becomes a Top-Heavy Plan.

If the Plan ceases to be a Top-Heavy Plan and continues to be a non-Top-Heavy Plan until the Participant’s Termination of Employment, the benefit to which the Participant is entitled under this section shall not exceed the benefit to which he would have been entitled if his Termination of Employment had occurred on the date of such cessation.

As provided by Code Section 414(u), “Qualified Military Service” means service in the uniformed services (as defined in Chapter 43 of Title 38, United States Code) by an individual if he or she is qualified under such chapter to reemployment rights with the Company or an Affiliate following such military service.

“USERRA” means the Uniformed Services Employment and Reemployment Rights Act of 1994 as amended.

If an individual returns to employment with the Company or an Affiliate following a period of Qualified Military Service under circumstances that he or she has reemployment rights under USERRA, and the individual reports for said

As provided by Code Section 414(u), “Qualified Military Service” means service in the uniformed services (as defined in Chapter 43 of Title 38, United States Code) by an individual if he or she is qualified under such chapter to reemployment rights with the Company or an Affiliate following such military service.

“USERRA” means the Uniformed Services Employment and Reemployment Rights Act of 1994 as amended.

If an individual returns to employment with the Company or an Affiliate following a period of Qualified Military Service under circumstances that he or she has reemployment rights under USERRA, and the individual reports for said

The Qualified Military Service shall be recognized as service under the Plan to the same extent as it would have been if the employee had remained continuously employed with the Company or an Affiliate rather than going into the military.

Certified Earnings shall be determined for the individual as of each January 1 during the period of Qualified Military Service. The amount of Certified Earnings shall be determined by the Company consistent with the requirements of the USERRA, and shall reflect the Company’s best estimate of the earnings the individual would have received but for the Qualified Military Service. Any military differential pay shall be treated as Certified Earnings and Testing Wages under the Plan to the extent required by USERRA.

The Plan shall comply with the provisions of the Heroes Earnings Assistance and Relief Tax Act (the “HEART Act”), which amended certain provisions of USERRA. The HEART Act provides that if a Participant dies while performing “qualified military service” (as defined in USERRA), the Participant’s survivors shall receive the same benefits under the Plan as if the Participant died while employed by a Participating Employer. This rule does not, however, require survivors to be provided with any additional benefit accruals relating to the period of qualified military service.

The foregoing provisions are intended to provide the benefits required by USERRA and the HEART Act, and are not intended to provide any other benefits. This section shall be construed consistently with said intent.