A.M. CASTLE & CO. 401(k) SAVINGS AND RETIREMENT PLAN (As Amended and Restated Effective as of January 1, 2015)

1.1.History and Effective Date. Effective January 1, 1957, A. M. Castle & Co. first established the A. M. CASTLE & CO. SALARIED EMPLOYEES PROFIT SHARING PLAN (the “Plan”) for the benefit of its eligible employees. Effective as of April 26, 1967, A. M. Castle & Co. (the “Company”), was substituted as the “Company” under the terms of the Plan. Effective as of January 1, 1978, the name of the Plan was changed to A. M. CASTLE & CO. EMPLOYEES PROFIT SHARING PLAN. Effective January 1, 1992, the Plan was amended and restated to incorporate a cash-or-deferred arrangement under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”). Effective August 1, 1994, the Plan was amended to extend eligibility on a restricted basis to members of certain collective bargaining groups. Effective January 1, 1996, the Plan was amended to provide for discretionary employer contributions payable quarterly in cash or in common stock of the Company. The Plan was again amended and restated, effective as of January 1, 1997. The Plan was amended and restated effective January 1, 2003, and July 1, 2008. Effective as of January 1, 2010, the name of the Plan was changed to A. M. CASTLE & CO. 401(k) SAVINGS AND RETIREMENT PLAN. Since then, the Plan has been amended from time to time. The following provisions constitute a further amendment, restatement, and continuation of the Plan as in effect immediately prior to January 1, 2015, the “Effective Date” of the Plan as set forth herein; provided, however, that if any provision of the Plan specifically provides for an earlier or later effective date, such provision shall be deemed an amendment of the Plan as in effect on such earlier or later date. Except as may be expressly provided herein, the entitlement to any benefit under the Plan of any individual whose employment with the Employers and Related Companies (as defined in subsection 1.2) terminated prior to the Effective Date shall be determined under the terms of the Plan as in effect on the date of such termination of employment. The Plan is intended to qualify as a profit-sharing plan under Code Section 40(a). The Plan includes an employee stock ownership plan under Code Section 409. Any portion of the Plan invested in common stock of A. M. Castle & Co. is designated as part of the employee stock ownership plan.

1.2.Related Companies and Employers. The term “Related Company” means any corporation or trade or business during any period during which it is, along with the Company, a member of a controlled group of corporations or a controlled group of trades or businesses, as described in Code Sections 414(b) and 414(c), respectively. The Company and each Related Company that, with the Company’s consent, adopts the Plan are referred to below collectively as the “Employers” and individually as an “Employer.”

1.3.Trust Agreement, Plan Administration. All contributions made under the Plan will continue to be held, managed and controlled by one or more trustees (the “Trustee”) acting under one or more trusts which form a part of the Plan. The terms of the trusts as in effect on the Effective Date are set forth in two trust agreements known as A. M. CASTLE & CO. EMPLOYEES PROFIT SHARING TRUST

and A. M. CASTLE & CO. EMPLOYEES TRUST, to which the provisions of and benefits under the Plan are subject. These trusts, together with any other trusts maintained under the Plan, are referred to herein as the “Trust.” The authority to control and manage the operation and administration of the Plan is vested in an Administration Committee as described in subsection 12.1. The members of the Administration Committee shall be “named fiduciaries,” as described in Section 402 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with respect to their authority under the Plan. The Administration Committee also shall be the Administrator of the Plan and shall have the rights, duties and obligations of an “administrator” as that term is defined in Section 3(16)(A) of ERISA and of a “plan administrator” as that term is defined in Code Section 414(g).

1.4.Plan Year. The term “Plan Year” means the twelve (12)-consecutive-month period beginning on each January 1.

1.5.Accounting Dates. Except as otherwise provided by the Administration Committee, the term “Accounting Date” means each business day.

1.6.Applicable Laws; Resolution of Disputes. The Plan shall be construed and administered in accordance with the internal laws of the State of Illinois to the extent that such laws are not preempted by the laws of the United States of America.

  

1.7.Gender and Number. Where the context admits, words in any gender shall include any other gender, words in the singular shall include the plural and the plural shall include the singular.

1.8.Notices. Any notice or document required to be filed with the Administration Committee under the Plan will be properly filed if delivered or mailed by registered mail, postage prepaid, to the Administration Committee, in care of the Company, at its principal executive offices. Any notice required under the Plan may be waived by the person entitled to notice. Notice may be provided in electronic format in accordance with Treas. Reg. §1.401(a)-21.

1.9.Form and Time of Elections. Except as otherwise provided by the Administration Committee, any election or consent permitted or required to be made under the Plan, and any permitted modification or revocation thereof, shall be made in writing or other manner permitted by the Administration Committee and at such time as the Administration Committee may require. The Administration Committee may permit or require that some or all transactions be effected through a telephone, internet or other electronic system utilizing a personal identification number (“PIN”) or password, the use of which shall constitute a valid signature for purposes of any transaction for which use of such system is authorized or required by the Administration Committee, as long as such telephone, internet or other electronic system complies with Treas. Reg. §1.401(a)-21.

1.10.Evidence. Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information that the person acting on it considers pertinent and reliable, and signed, made or presented by the proper party or parties.

1.11.Action By Employers. Any action required or permitted to be taken by an Employer under the Plan shall be by resolution of its Board of Directors (the “Board”) or by such committee of the Board or other individuals or committee, including the Administration Committee, to which the Board has expressly delegated this power.

1.12.No Reversion to Employers. No part of the corpus or income of the Trust shall revert to any Employer or be used for, or diverted to, purposes other than for the exclusive benefit of Participants and other persons entitled to benefits under the Plan and defraying reasonable expenses of administering the Plan, except as specifically provided in the Trust Agreement. The sponsorship of this Plan shall not be transferred from a taxpayer unrelated to the Employers except in connection with a transfer of business assets, operations, or employees from the Employers to the unrelated taxpayer.

1.13.Plan Supplements. The provisions of the Plan as applied to any Employer or any group of employees of any Employer may, with the consent of the Company, be modified or supplemented from time to time by the adoption of one or more Supplements. Each Supplement shall form a part of the Plan as of the Supplement’s effective date. In the event of any inconsistency between a Supplement and the Plan document, the terms of the Supplement shall govern.

1.14.Defined Terms. Terms used frequently with the same meaning are indicated by initial capital letters, and are defined throughout the Plan. Appendix A contains an alphabetical listing of all such terms and the subsections in which they are defined.

2.1.Eligibility For Participation. Subject to the terms and conditions of the Plan, each employee of an Employer who was a Participant in the Plan immediately prior to the Effective Date shall continue as such on and after that date. Subject to the terms and conditions of the Plan, each employee of an Employer will become a Participant on the first day of the first calendar month that is at least thirty (30)-calendar days after the date on which the employee meets all of the following requirements:

The Plan is extended to each employee of an Employer whose wages and benefits from that Employer are not the subject of a collective bargaining agreement, except that the Plan is not extended to persons who are employed solely in any division of any Employer established or acquired by the Employer after December 31, 1983 or, if later, the date the Employer adopts the Plan. Notwithstanding the foregoing provisions of this subsection 2.1, no individual is eligible to participate in the Plan who provides services to an Employer under a contract, arrangement or understanding with such individual or with an agency or leasing organization that treats the individual as either an independent contractor or an employee of such agency or leasing organization, even if such individual is later determined (by judicial action or otherwise) to have been a common law employee of an Employer rather than an independent contractor or an employee of such agency or leasing organization.

2.2.Limited Participation after Loss of Eligible Status. Once an employee becomes a Participant in the Plan, the employee will remain a Participant for all purposes under the Plan as long as the employee continues to have an Account balance under the Plan, except that if an employee of an Employer or Related Company ceases to meet the eligibility requirements of paragraph 2.1(b) or 2.1(c) the individual will no longer be eligible to make After‑-Tax Contributions or to have Elective Deferrals made for him or her pursuant to Section 4 or to receive Matching Contributions or Employer Contributions pursuant to Section 5 and subsection 7.3, and if a Participant also ceases to be an employee of an Employer or Related Company, in addition to the foregoing restrictions, the Participant will no longer be eligible to borrow in accordance with subsection 10.1 or withdraw from his or her Account pursuant to subsection 10.2.

2.3.Limited Participation By Members of Collective Bargaining Units. If an employee of an Employer becomes a Participant in the Plan by reason of the terms of a currently effective collective bargaining agreement, the employee shall participate in the Plan for all purposes except that no such union member shall receive Employer Contributions pursuant to subsection 5.1 and 7.3 or Matching Contributions under subsection 5.2, except to the extent otherwise specifically provided by the terms of a currently effective collective bargaining agreement.

2.4.Participation for Purposes of Elective Deferrals and After-Tax Contributions. On and after July 1, 2008 and before January 1, 2013, an employee of an Employer who met the requirements of subsection 2.1 was eligible to make After-Tax Contributions (as described in subsection 4.2) to the Plan as of the employee’s date of eligibility under subsection 2.1. An employee of an Employer who meets the requirements of subsection 2.1 shall be eligible to have Elective Deferrals (as described in subsection 4.1) made to the Plan on the employee’s behalf effective as of the employee’s date of eligibility under subsection 2.1. On and after January 1, 2013, an employee of an Employer who meets the requirements of subsection 2.1 shall be eligible to make Roth Elective Deferrals (as described in subsection 14.2) to the Plan as of the employee’s date of eligibility under subsection 2.1.

2.5.Plan Not Contract of Employment. The Plan does not constitute a contract of employment, and participation in the Plan will not give any employee or Participant the right to be retained in the employ of any Employer nor any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan.

2.6.Leased Employees. If a person satisfies the requirements of Code Section 414(n) and applicable regulations for treatment as a Leased Employee with respect to an Employer, a Related Company or any other entity required to be aggregated with an Employer pursuant to Code Section 414(m), such Leased Employee shall not be eligible to participate in this Plan or in any other plan maintained by an Employer or a Related Company which is qualified under Code Section 401(a, but, to the extent required by Code Section 414(n) and applicable Treasury regulations, such person shall be treated as if the services performed by the Leased Employee in such capacity were performed by the Leased Employee as an employee of a Related Company which has not adopted the Plan; provided, however, that no such service shall be credited:

For purposes of paragraph (a) above, “Highly Compensated” shall have the meaning set forth in subsection 8.12.

3.1.Years of Service. Subject to the provisions of subsection 3.4, an employee’s or Participant’s “Years of Service” as at any date equals the year or years and any portion thereof elapsed since the first date for which the employee or Participant was paid or entitled to payment for the performance of duties for an Employer or Related Company, subject to the following:

3.2.One Year Break in Service. The term “One Year Break in Service” means, with respect to any employee or Participant, the 12-consecutive-month period commencing on the date of his or her termination of employment with the Employers and Related Companies or, if earlier, the first anniversary of a layoff by the Employers and Related Companies without recall, if the employee or Participant is not paid or entitled to payment for the performance of duties for an Employer or Related Company during that period. Notwithstanding the foregoing, solely for purposes of determining whether a One Year Break in Service has occurred, if an employee or Participant is absent from service on account of a Maternity or Paternity Absence (as defined below) beyond the first anniversary of the date on which such absence began, a One Year Break in Service shall not occur until the third anniversary of the first day of such absence. For all other purposes hereunder, however, no portion of such Maternity or Paternity absence occurring after the first anniversary of the first day thereof shall be credited as part of a Year of Service. The term “Maternity or Paternity Absence” means an employee’s or Participant’s absence from work which commences on or after January 1, 1985 because of the pregnancy of such individual, the birth of a child of such individual, the placement of a child with such individual in connection with the adoption of a child by such individual, or for purposes of caring for the child by such individual immediately following such birth or placement. The Administration Committee may require the employee or Participant to furnish such information as it considers necessary to establish that such individual’s absence was a Maternity or Paternity Absence. An absence on account of a period of leave required by the Family Medical Leave Act of 1993 shall not be counted towards a One Year Break in Service.

3.3.Veterans’ Rights. Notwithstanding any other provision of the Plan to the contrary, contributions, benefits and service with respect to qualified military service will be provided in accordance with Code Section 414(u). The provisions of this subsection 3.3 shall be effective as of December 12, 1994 with respect to Participants employed on or after that date. The following additional rules shall apply in accordance with the Heroes Earning Assistance and Relief Tax Act of 2008:

For purposes of this subsection, the term “differential wage payment” means any payment which:

3.4.Year of Service for Temporary Employees. Solely for purposes of subsections 2.1 and 2.4, with respect to an employee who is classified on the Employer’s payroll records as a temporary employee, the term one “Year of Service” means a 12‑-consecutive‑-month period of employment with the Employer or any Related Company beginning on the date on which such employee first completes an Hour of Service upon hire or rehire, or on any anniversary thereof, in which the employee first completes at least 1,000 Hours of Service. For purposes of computing Hours of Service under this subsection 3.4, a temporary employee shall be credited with 45 Hours of Service for each week, if any, during which such employee is required to be credited with at least one Hour of Service.

3.5.Hours of Service. The term “Hours of Service” means, with respect to any computation period:

a.each hour for which the employee or Participant is paid or entitled to payment for the performance of duties for the Employer or a Related Company;

b.each hour for which the employee or Participant is paid or entitled to payment by the Employer or a Related Company on account of a period during which no duties are performed (whether or not the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence, but not more than 501 hours for any single continuous period; and

c.each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer or a Related Company, excluding any hour already credited under paragraph (a) or (b) next above, which shall be credited to the computation period or period to which the award, agreement or payment pertains rather than to the computation period in which the award, agreement or payment is made.

No hours shall be credited on account of any period during which the employee performs no duties and receives payment solely for the purpose of complying with unemployment compensation, workers’ compensation or disability insurance laws. Hour of Service required to be credited under this subsection 3.5 shall be determined in accordance with Title 29 of Federal Regulations, Section 2530.200b-2(b) and (c).

4.1.Elective Deferrals. Subject to the terms and conditions of the Plan, a Participant may elect as follows:

a.Subject to the limitations set forth in Section 4.7 and Section 8 of the Plan and such additional rules as the Administration Committee may establish on a uniform and nondiscriminatory basis, for any Plan Year, a Participant may elect to have the Participant’s salary or wages reduced, and a corresponding amount contributed on the Participant’s behalf to the Plan by the Participant’s Employer as an “Elective Deferral,” which amount shall not exceed one hundred percent (100%) of the Participant’s Eligible Compensation (as defined in subsection 4.6) for that year, reduced by the amount determined by the Administration Committee to be necessary to satisfy any tax or other applicable withholding requirements, including any voluntary deductions elected by the Participant such as salary reductions pursuant to Code Section 125 or 132(f)(4). “Elective Deferrals” shall include Pre-Tax Elective Deferrals and Roth Elective Deferrals.

Each Participant shall elect whether his or her Elective Deferrals are to be treated as Pre-Tax Elective Deferrals or Roth Elective Deferrals and, in the absence of such election, a Participant’s Elective Deferrals shall be treated as Pre-Tax Elective Deferrals.

i.“Pre-Tax Elective Deferrals” means a Participant’s Elective Deferrals which are not includible in the Participant’s gross income at the time deferred and which have been irrevocably designated as Pre-Tax Elective Deferrals by the Participant in his or her deferral election. A Participant’s Pre-Tax Elective Deferrals will be separately accounted for, as will gains and losses attributable to those Pre-Tax Elective Deferrals. For Plan Years beginning before January 1, 2013, the Plan used the term “Before-Tax Contributions” instead of Pre-Tax Elective Deferrals.

ii.“Roth Elective Deferrals” means a Participant’s Elective Deferrals that are includible in the Participant’s gross income at the time deferred and which have been irrevocably designated as Roth Elective Deferrals by the Participant in his or her deferral election. A Participant’s Roth Elective Deferrals will be separately accounted for, as will gains and losses attributable to those Roth Elective Deferrals, in a Roth Elective Deferral Subaccount; provided, however, that no contributions (including forfeitures) other than Roth Elective Deferrals may be allocated to such Roth Elective Deferral Subaccount. The Administration Committee shall also maintain a record of a Participant’s investment in the contract (i.e., designated Roth Elective Deferrals that have not been distributed).

b.All Participants who are eligible to make Elective Deferrals under this Plan for any Plan Year pursuant to paragraph (a) next above and who have attained age fifty (50) before the close of such Plan Year shall be eligible to make, in addition to the Elective Deferrals described in paragraph (a) next above, “catch-up Elective Deferrals” in accordance with, and subject to the limitations of, Code Section 414(v) and such additional rules as the Administration Committee may establish on a uniform and nondiscriminatory basis. Such catch-up Elective Deferrals shall not be taken into account for purposes of the limitations on Elective Deferrals described in paragraph (a) next above, or for purposes of the provisions of the Plan implementing the required limitations of Code Sections 402(g) and 415. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code Section 401(k)(3), 410(b) or 416, as applicable, by reason of the making of such catch-up Elective Deferrals.

c.Notwithstanding the foregoing, effective January 1, 2012, this Plan shall provide for a “qualified automatic contribution arrangement” as defined in Code Section 401(k)(13). As a result, unless a Participant makes an affirmative deferral election, the Employer shall automatically withhold and contribute a percentage of the Participant’s Eligible Compensation as a Pre-Tax Elective Deferral, in the following percentages:

ii.For the Plan Year immediately following the Initial Period, four percent (4%);

iii.For the second Plan Year immediately following the Initial Period, five percent (5%);

iv.For the third Plan Year immediately following the Initial Period, six percent (6%);

v.For the fourth Plan Year immediately following the Initial Period, seven percent (7%);

vi.For the fifth Plan Year immediately following the Initial Period, eight percent (8%);

vii.For the sixth Plan Year immediately following the Initial Period, nine percent (9%);

For a Participant who first becomes eligible to participate on or after January 1, 2012, the default election shall become effective (1) no earlier than the expiration of a reasonable period after the Participant has received the notice described in Subsection 4.1(d); and (2) no later than the earlier of (i) the pay date for the second payroll period that begins after the date the notice described in Subsection 4.1(d) is provided; or (ii) the first pay date that occurs at least thirty (30) calendar days after the date notice is provided. For purposes of determining a Participant’s Initial Period, a Participant who for an entire Plan Year did not have contributions made pursuant to a default election under the qualified automatic contribution arrangement shall be treated as if the Participant had not had any contributions made for any prior Plan Year.

d.The Administration Committee shall provide to each Participant who first becomes eligible to participate in this Plan a notice written in a manner calculated to be understood by the average Participant (a “QACA Notice”) that explains the Participant’s rights and obligations under the qualified automatic contribution arrangement and that includes an explanation of (i) the level of Pre-Tax Elective Deferrals that will be made on the Participant’s behalf if the Participant does not make an affirmative deferral election; (ii) the Participant’s right to elect not to have Pre-Tax Elective Deferrals made on the Participant’s behalf (or to elect to have such Elective Deferrals made as Roth Elective Deferrals or in a different amount or percentage of Eligible Compensation); and (iii) how Elective Deferrals will be invested (including how Elective Deferrals will be invested in the absence of an investment election by the Participant). Such notice must be provided sufficiently early so that the Participant has a reasonable period of time after receipt of the notice to make the election described in Subsection 4.1(d).

In addition, at least thirty (30) calendar days, but not more than ninety (90) calendar days, before the beginning of each Plan Year, the Administration Committee will provide each Participant a QACA Notice. If an individual becomes a Participant after the ninetieth (90th) day before the beginning of the Plan Year and does not receive the QACA Notice for that reason, the QACA Notice shall be provided no more than ninety (90) calendar days before the individual becomes a Participant but not later than the date the individual becomes a Participant.

e.Notwithstanding anything in Section 4.1(c) to the contrary, a Participant who has an affirmative deferral election in effect as of January 1, 2012, shall continue to have elective deferrals made in accordance with that affirmative deferral election and shall not be subject to the default election percentages specified in Section 4.1(c). In addition, any Participant who, as of December 31, 2011, had a default deferral election in effect (applying the Plan provisions as in effect on December 31, 2011), shall be deemed to have a deferral percentage for the 2012 Plan Year equal to the deferral election percentage applicable as of December 31, 2011 under the Participant’s then-applicable default deferral election and shall thereafter have his or her deferral election percentage increased by one percent (1%) effective as of January 1, 2013 and each subsequent January 1 (up to a maximum default deferral percentage of ten percent (10%)) unless and until the Participant makes an affirmative deferral election.

4.2.After-Tax Contributions. Subject to the limitations set forth in subsection 4.7 and Section 8 and such additional rules as the Administration Committee may establish on a uniform and nondiscriminatory basis, for any Plan Year, a Participant may elect to make “After-Tax Contributions” to the Plan through payroll deduction in an amount expressed in a whole percentage not greater than five percent (5%) of the Participant’s Eligible Compensation for that year. Any election pursuant to this subsection 4.2 shall be made and given effect in accordance with such uniform rules and procedures as the Administration Committee may provide from time to time. In light of the addition of the option to allow Participants to make “Roth Elective Deferrals” under Section 14 of the Plan, Participants shall no longer be permitted to make After-Tax Contributions after December 31, 2012.

4.3.Payment of Elective Deferral and After-Tax Contributions. Elective Deferrals and After-Tax Contributions shall be made each payroll period, and shall be paid to the Trustee by the Employer on the earliest date on which such contributions can reasonably be segregated from the Employer’s general assets, but in no event later than the 15^th business day of the month following the month in which such amounts would otherwise have been payable to the Participant.

4.4.Variation, Discontinuance and Resumption of Elective Deferral or After-Tax Contributions. Subject to such rules and restrictions as the Administration Committee may establish on a uniform and nondiscriminatory basis, a Participant may elect to change the Participant’s Elective Deferral or After-Tax Contribution rate (or both) (but not retroactively) within the limits specified in subsections 4.1 and 4.2, and may elect to discontinue either or both such contributions or to have them resumed.

4.5.Rollover Contributions. A Participant or an employee who meets the requirements of subsection 2.1 other than paragraph (a) thereof may make, with the consent of the Administration Committee, a Rollover Contribution (as defined below) to the Plan. The term “Rollover Contribution” means a rollover contribution of all or part of a cash distribution from a qualified plan of another employer that, under applicable provisions, is permitted to be rolled over to an eligible retirement plan. Notwithstanding the foregoing, in no event shall a Participant be permitted to make a rollover contribution of (a) amounts previously contributed to another plan on an after-tax basis, or (b) amounts distributed from (i) a qualified plan described in Code Section 403(a), (ii) an annuity contract described in Code Section 403(b), (iii) an eligible plan described in Code Section 457(b). If an employee who is not otherwise a Participant makes a Rollover Contribution to the Plan, the employee shall be treated as a Participant only with respect to the Participant’s Rollover Contribution Account (defined in subsection 7.1) until the employee has met all of the requirements for Plan participation set forth in subsection 2.1.

4.6.Eligible Compensation. For purposes of this Section 4, Section 5, and subsection 7.3, the term “Eligible Compensation” means for any Plan Year:

a.all compensation reported for purposes of Federal income tax withholding for such year on Form W-2 for services performed for an Employer paid prior to the Participant’s termination of employment, excluding the following items (even if includable in gross income): non-cash compensation, reimbursements and expense allowances, fringe benefits, severance pay, and any compensation paid during any portion of the Plan Year during which an employee was not yet a Participant except that such pre-participation compensation shall not be excluded in determining a Participant’s Eligible Compensation for purposes of paragraph 7.3(c) and 11.7(b) (relating to Employer Contributions and forfeitures) for the Plan Year in which an employee first becomes a Participant in the Plan; plus

b.the amount of any Pre-Tax Elective Deferrals and any other elective contributions made on the Participant’s behalf for such Plan Year to a plan sponsored by an Employer that are not includable in the Participant’s gross income pursuant to Code Section 125, 402(e)(3) or 132(f)(4).

The provision of the Plan setting forth the definition of compensation for purposes of allocating matching or profit-sharing contributions (hereinafter referred to as “Plan Compensation”) shall be adjusted, in the same manner as Section 415 Compensation pursuant to subsection 8.2(c) through (i), except in applying subsection 8.2(c) through (i), the term “limitation year” shall be replaced with the term “plan year” and the term “415 Compensation” shall be replaced with the term “Plan Compensation.” Notwithstanding any other provision in this Plan to the contrary, if the Plan is a 401(k) plan, then Participants may not make elective deferrals with respect to amounts that are not Section 415 Compensation.

4.7.Limitation on the Amount of Compensation Taken Into Account For Any Plan Year. Notwithstanding any other provision of the Plan to the contrary, the amount of Eligible Compensation that may be taken into account under the Plan for any Plan Year in determining allocations under subsection 4.1, 4.2, 5.1 and 5.2, applying the annual percentage limitations of subsections 4.1, 4.2 and 5.2, or the allocation formula of paragraph 7.3(b) shall not exceed $265,000 or such other maximum amount as may be permitted for any Plan Year under Code Section 401(a)(17), taking into account for purposes of such limitation any proration required where Eligible Compensation is computed with respect to a period less than a full year (other than on account of mid-year commencement or cessation of participation). Annual Eligible Compensation means Eligible Compensation during the Plan Year or such other consecutive twelve (12)-month period over which Eligible Compensation is otherwise determined under the Plan (the determination period). The cost-of-living adjustment in effect for a calendar year applies to annual Eligible Compensation for the determination period that begins with or within such calendar year.

5.1.Employer Contributions. On and after July 1, 2011, each Employer may make an “Employer Contribution” to the Plan in such amounts (if any) as is determined by the Company in its sole discretion in a uniform percentage of each Participant’s Eligible Compensation.

5.2.Matching Contributions. Subject to the conditions and limitations of subsections 2.3 and 4.7 and Section 8, for each Plan Year (or portion thereof) each Employer shall make a “Matching Contribution” to the Plan on behalf of each Participant employed by such Employer in an amount equal to 100 percent of the Elective Deferrals (including catch -up Elective Deferrals) made on behalf of the Participant that do not exceed six percent (6%) of such Participant’s Eligible Compensation for each payroll period.

5.3.Qualified Matching and Qualified Nonelective Contributions. For any Plan Year, each Employer shall make a “Qualified Matching Contribution” and/or a “Qualified Nonelective Contribution” on behalf of some or all of the Participants employed by that Employer who are not Highly Compensated (as defined in subsection 8.12) in an amount equal to such percentage, if any, of their Elective Deferrals (excluding catch-up Elective Deferrals) or Eligible Compensation as the Company, in its sole discretion, may determine with respect to that Employer. Any such Qualified Matching Contributions or Qualified Nonelective Contributions (and any earnings thereon) shall be nonforfeitable at all times and shall be distributable only in the event of:

a.the Participant’s attainment of age 59½;

b.for Plan Years beginning before January 1, 2002, the Participant’s separation from service or a qualifying sale of a subsidiary or business of the Employer (within the meaning of Code Section 401(k)(2)(B) as then in effect); or

c.for Plan Years beginning after December 31, 2001, the Participant’s separation from employment (within the meaning of Code Section 401(k)(2)(B) as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001).

5.4.Limitations on Amount of Employer Contributions. In no event shall the sum of any Elective Deferral, Employer, Matching, Qualified Matching and Qualified Nonelective Contributions made by an Employer for any Plan Year exceed the limitations imposed by Code Section 404 on the maximum amount deductible on account thereof by the Employer for that year.

5.5.Payment of Employer, Matching and Qualified Matching and Qualified Nonelective Contributions. Each Employer’s contributions under the Plan (other than Elective Deferrals) for a Plan Year shall be paid to the Trustee, without interest, no later than the time prescribed by law for filing the Employer’s federal income tax return, including any extensions thereof.

5.6.Forfeiture of Matching Contributions. Notwithstanding any other provision of the Plan, any portion of a Matching Contribution attributable to Elective Deferrals that are distributed as excess deferrals or excess contributions in accordance with subsections 8.6 or 8.8 shall be forfeited and applied in accordance with subsection 11.6.

5.7.Special Employer Contribution.Effective August 28, 2015, the special employer contribution will be terminated.

6.1.The Trust Fund and Investment Funds. The Trust Fund as at any date consists of all property of every kind then held by the Trustee. The Administration Committee shall select and make available such Investment Funds from time to time as it deems appropriate, in its discretion, for the investment of Participants’ Accounts, which funds shall include a “Loan Fund,” which shall consist of promissory notes evidencing loans made to Participants in accordance with subsection 10.1. The Trust Fund also shall include a “Company Stock Fund,” which shall be invested in Common Stock of the Company and short term investments as required for liquidity, and over which the Administration Committee shall have no authority or discretion. The Administration Committee, in its discretion, may discontinue (or direct the discontinuance of) any Investment Fund or Investment Funds, other than the Company Stock Fund, as it shall from time to time consider appropriate and in the best interest of Participants, and may establish such rules and procedures for the orderly transfer and investment of funds held under a discontinued Investment Fund to one or more other Investment Funds then maintained under the Plan. A separate “Fund Account” shall be established by the Administration Committee to reflect the portion, if any, of each of a Participant’s Accounts that is invested in each of the Investment Funds. Effective August 24, 2015, the Company Stock Fund will be closed to new contribution or transfers from other Investment Funds.

Effective January 1, 2007, each Participant who has at least three Years of Service, any alternate payee who has an Account under the Plan with respect to a Participant who has at least three Years of Service, or the beneficiary of a deceased Participant shall be permitted to elect to transfer as of any valuation date all or any portion of the Participant’s Account invested in the Company Stock Fund to any of the other funds maintained by the Trustee. The Administration Committee may adopt such additional policies and procedures as it determines, in its sole discretion, are necessary or appropriate to facilitate the preceding sentence as long as such additional policies and procedures do not impose restrictions or conditions with respect to the transfer of investments from the Company Stock Fund to any other investment fund available under the Plan that are not imposed on the investment of other assets of the Plan and as long as such additional policies and procedures are consistent with the requirements of Code Section 401(a)(35).

6.2.Investment Fund Elections. Subject to the provisions of this subsection 6.2 and such uniform rules and procedures as may be established by the Administration Committee, an eligible Participant may elect:

a.to have the contributions to the Participant’s Account invested in any one or more of the Investment Funds (other than the Loan Fund) then maintained in accordance with subsection 6.1, and may change or revoke any such election; and

b.to change the allocation of the Participant’s existing Account balances among the Investment Funds (other than the Loan Fund) then maintained in accordance with subsection 6.1, prospectively.

Contributions made by or for a Participant during any period in which no election is on file with the Administration Committee shall be invested in the qualified default investment account established by the Administration Committee. Notwithstanding any provision of this subsection 6.2 to the contrary, the Administration Committee may restrict or prohibit investment fund changes as it deems appropriate or desirable from time to time in the administration of the Plan. Effective August 24, 2015, no Participant may elect to allocate or invest new contributions to, or transfer a portion of his or her Account from other Investment Funds into, the Company Stock Fund, to the extent such contribution or transfer would cause the percentage of the Participant’s Account that is invested in the Company Stock Fund to exceed twenty percent (20%) of the aggregate value of the Participant’s Account.

6.3.Voluntary Insurance Coverage for Participants. Prior to January 1, 1992, an eligible Participant could elect to have part of the Participant’s Employer Contributions Account balance invested in life insurance or annuity policies on the Participant’s life (“Policies”). Effective January 1, 1992, such elections were no longer permitted and no new contributions were permitted to be applied towards payment of premiums on Policies acquired prior to that date. In accordance with the provisions of the Plan as in effect prior to the Effective Date, Participants were permitted to elect to continue any such Policy on a paid-up basis or surrender the policy for its then terminal value and to invest the proceeds of such surrender in one or more of the Investment Funds then maintained under the Plan. Consistent with those provisions, any Participant who elected to convert to a paid-up Policy in accordance with the provisions of the Plan as in effect prior to the Effective Date and who has not previously surrendered such Policy, may elect to have such Policy surrendered for its then terminal value, if its terms so provide, as of the last day of any Plan Year and to have the proceeds of such surrender invested in one or more of the Investment Funds then maintained under the Plan in accordance with paragraph 6.2. The proceeds of or benefits under any Policy shall be applied for the benefit of the Participant to whose Account the premiums for the Policies providing such benefits were charged, or for the benefit of the Participant’s Beneficiary (as defined in subsection 11.5).

6.4.    Dividends on Company Stock. Cash dividends on Company Stock allocated to a Participant’s Account on the dividend record date will be, as elected by the Participant (or Beneficiary of a deceased Participant) in accordance with Plan procedures, (i) paid directly to the Participant or (ii) paid to the Plan and reinvested in Company Stock. If a Participant fails to make a timely election to receive a distribution of cash dividends, the dividends will be reinvested in Company Stock. Stock dividends on Company Stock allocated to a Participant’s Account on the dividend record date shall be paid to the Plan.

7.1.Participant’s Accounts. The Administration Committee shall maintain the following “Accounts” in the name of each Participant and such additional Accounts (if any) as the Administration Committee may determine from time to time:

The Accounts provided for in this subsection 7.1 shall be for accounting purposes only.

7.2.Adjustment of Participants’ Accounts. The Company has entered into a service contract with a third party to perform certain recordkeeping services for the Plan pursuant to which account valuations and other services shall be provided with respect to Participant Accounts. As of each Accounting Date, the Accounts of each Participant shall be adjusted in accordance with uniform and nondiscriminatory procedures established by the recordkeeper and approved by the Administration Committee, to reflect all contributions, transfers, distributions, loan disbursements and repayments, fees, expenses and other amounts charged to Participants’ Accounts and the investment returns of the Investment Funds in which such Participants’ Accounts are invested. To the extent expenses are charged to the Accounts of Participants, such expenses shall be charged to Accounts in a manner that complies with Revenue Ruling 2004-10.

7.3.Allocation and Crediting of Contributions and Forfeitures. Subject to the provisions of Section 8, contributions shall be allocated and credited as follows:

Participants who were on Employer-approved leaves of absence or on layoff status on the last day of that quarter), and Participants who were transferred to employment with another Business Unit, Employer or a Related Company during that quarter or whose Termination Date occurred under paragraph 9.3(a), (b) or (c) during that quarter (provided that each such Participant met the requirements of paragraph 2.1(b) on the date immediately preceding the Participant’s leave of absence, transfer or termination), in the same ratio that each such Participant’s Eligible Compensation from that Employer during that quarter bears to the total Eligible Compensation paid by that Employer during that quarter to all Participants within the applicable Business Unit who are eligible for an allocation under this paragraph 7.3(b).

For purposes of Section 8, Employer Contributions for any Plan Year (or portion thereof) will be considered to have been made on the last day of that year, regardless of when paid to the Trustee. Notwithstanding any provisions of this Section 7 to the contrary, unless the Administration Committee establishes uniform rules to the contrary, contributions made to the Plan shall share in the income, gains and losses of the Investment Funds only when actually made to the Trustee.

7.4.Statement of Plan Interest. As soon as practicable after the last day of each Plan Year quarter and at such other intervals, if any, as the Administration Committee may decide, the Administration Committee shall provide each Participant with a statement reflecting the balances of the Participant’s Account and such other information as is required by Section 105(a)(2) of ERISA.

7.5.Correction of Error. In the event of an error in the adjustment of a Participant’s Accounts, the Administration Committee, in its sole discretion, may correct such error by either crediting or charging the adjustment required to make such correction to or against income and expenses of the Trust for the Plan Year in which the correction is made, or the Employers may make an additional contribution to permit correction of the error. Except as provided in this subsection 7.5 or as otherwise determined by the Administration Committee, the Accounts of other Participants shall not be readjusted on account of such error.

8.1.Reduction of Contribution Rates. The Administration Committee may (i) unilaterally modify or revoke any Elective Deferral or After-Tax Contribution election made by a Participant pursuant to subsections 4.1 or 4.2 to conform the operation of the Plan to Code Sections 401(k)(3), 401(m)(2) and 415, (ii) reduce (to zero if necessary) the amount of Matching, Qualified Matching, Qualified Nonelective Contributions or Employer Contributions that would otherwise be made on behalf of a Participant pursuant to Article 5 to conform the operation of the Plan to Code Section 415, or (iii) reduce (to zero if necessary) the level of Matching Contributions to be made on behalf of Highly Compensated Participants pursuant to Section 5 to conform the operation of the Plan to Code Section 401(m)(2).

8.2.Compensation for Limitation/Testing Purposes. “Compensation” for purposes of this Section 8 shall include:

up to a maximum limit as may be permitted for any Plan Year under Code Section 401(a)(17), taking into account any required proration of such amount under applicable Treasury regulations on account of a short Plan Year. Effective for Plan Years beginning after December 31, 2014, the amount of Compensation that may be taken into account under Code Section 401(a)(17) is $265,000, as adjusted for cost-of-living as described in subsection 4.7 of the Plan.

c.Compensation used for purposes of complying with Code Section 415 (“Section 415 Compensation”) shall be adjusted as set forth herein for the following types of compensation paid after a Participant’s severance from employment with the Employer maintaining the Plan (or any other entity that is treated as the Employer pursuant to Code Section 414(b), (c), (m) or (o)). However, amounts described in subsections (d) and (e) below may only be included in Section 415 Compensation to the extent such amounts are paid by the later of 2½ months after severance from employment or by the end of the limitation year that includes the date of such severance from employment. Any other payment of compensation paid after severance of employment that is not described in the following types of compensation is not considered Section 415 Compensation within the meaning of Code Section 415(c)(3), even if payment is made within the time period specified above.

d.Section 415 Compensation shall include regular pay after severance of employment if:

e.Leave cashouts shall be included in Section 415 Compensation if those amounts would have been included in the definition of Section 415 Compensation if they were paid prior to the Participant’s severance from employment, and the amounts are payment for unused accrued bona fide sick, vacation, or other leave, but only if the Participant would have been able to use the leave if employment had continued. In addition, deferred compensation shall be included in Section 415 Compensation if the compensation would have been included in the definition of Section 415 Compensation if it had been paid prior to the Participant’s severance from employment, and the compensation is received pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid at the same time if the Participant had continued in employment with the Employer and only to the extent that the payment is includible in the Participant’s gross income.

f.Section 415 Compensation does include payments to an individual who does not currently perform services for the Employer by reason of qualified military service (as that term is used in Code Section 414(u)(1)) to the extent those 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.

g.Section 415 Compensation should include compensation paid to a Participant who is permanently and totally disabled (as defined in Code Section 22(e)(3)). This provision shall apply to non-highly compensated Participants.

h.Section 415 Compensation for a limitation year shall include amounts earned but not paid during the limitation year solely because of the timing of pay periods and pay dates, provided the amounts are paid during the first few weeks of the next limitation year, the amounts are included on a uniform and consistent basis with respect to all similarly situated Participants, and no compensation is included in more than one limitation year.

i.If the Plan’s definition of Compensation for purposes of Code Section 415 is the definition in Treasury Regulation Section 1.415(c)-2(b) and the simplified compensation definition of Treasury Regulation 1.415(c)-2(d)(2) is not used, then Section 415 Compensation shall include amounts that are includible in the gross income of a Participant under the rules of Code Section 409A or Code Section 457(f)(1)(A) or because the amounts are constructively received by the Participant.

8.3.Limitations on Annual Additions. Except to the extent permitted under paragraph 4.1(b) of the Plan and Code Section 414(v), and notwithstanding any other provision of the Plan to the contrary, a Participant’s Annual Additions (as defined below) for any Plan Year shall not exceed an amount equal to the lesser of:

reduced by any Annual Additions for the Participant for the Plan Year under any other defined contribution plan of an Employer or a Related Company or Section 415 Affiliate, provided that if any other such plan has a similar provision, the reduction shall be pro rata. The Plan Year shall be the limitation year for purposes of this subsection 8.3. The limitation year may only be changed by a plan amendment. Furthermore, if the Plan is terminated effective as of a date other than the last day of the Plan’s limitation year, then the Plan is treated as if the Plan had been amended to change its limitation year.

The term “Annual Additions” means, with respect to any Participant for any Plan Year, the sum of all contributions (excluding Rollover Contributions and catch-up Elective Deferrals described in paragraph 4.1(b)) and forfeitures allocated to a Participant’s Accounts under the Plan for such year pursuant to subsections 7.3 and 11.7, excluding Elective Deferrals that are distributed as excess deferrals in accordance with subsection 8.6, but including any Elective Deferral, After-Tax or Matching Contributions (the latter even if forfeited) treated as excess contributions or excess aggregate contributions under subsections 8.8, 8.10 and 8.11. The term Annual Additions shall also include employer contributions allocated for a Plan Year to any individual medical account of a Participant (as defined in Code Section 415(1)) under a defined benefit plan and any amount allocated for a Plan Year to the separate account of a Participant for payment of post-retirement medical benefits under a funded welfare benefit plan (as described in Code Section 419A(d)(2)), which is maintained by an Employer or a Related Company or a Section 415 Affiliate. “Section 415 Affiliate” means any entity that would be a Related Company if the ownership test of Code Section 414 was “more than 50%” rather than “at least 80%.”

Annual additions for purposes of Code Section 415 shall not include restorative payments. A restorative payment is a payment made to restore losses to a Plan resulting from actions by a fiduciary for which there is reasonable risk of liability for breach of a fiduciary duty under ERISA or under other applicable federal or state law, where Participants who are similarly situated are treated similarly with respect to the payments. Generally, payments are restorative payments only if the payments are made in order to restore some or all of the plan’s losses due to an action (or a failure to act) that creates a reasonable risk of liability for such a breach of fiduciary duty (other than a breach of fiduciary duty arising from failure to remit contributions to the Plan). This includes payments to a plan made pursuant to a Department of Labor order, the Department of Labor’s Voluntary Fiduciary Correction Program, or a court‑-approved settlement, to restore losses to a qualified defined contribution plan on account of the breach of fiduciary duty (other than a breach of fiduciary duty arising from failure to remit contributions to the Plan). Payments made to the Plan to make up for losses due merely to market fluctuations and other payments that are not made on account of a reasonable risk of liability for breach of a fiduciary duty under ERISA are not restorative payments and generally constitute contributions that are considered annual additions,

Annual additions for purposes of Code Section 415 shall not include: (1) the direct transfer of a benefit or employee contributions from a qualified plan to this Plan; (2) rollover contributions (as described in Code Sections 401(a)(31), 402(c)(1), 403(a)(4), 403(b)(8), 408(d)(3), and 457(e)(16)); (3) repayments of loans made to a Participant from the Plan; and (4) repayments of amounts described in Code Section 411(a)(7)(13) (in accordance with Code Section 411(a)(7)(C)) and Code Section 411(a)(3)(D) or repayment of contributions to a governmental plan (as defined in Code Section 414(d)) as described in Code Section 415(k)(3), as well as Employer restorations of benefits that are required pursuant to such repayments.

8.4.Excess Annual Additions. Notwithstanding any provision of the Plan to the contrary, if the annual additions (within the meaning of Code Section 415) are exceeded for any Participant, then the Plan may only correct such excess in accordance with the Employee Plans Compliance Resolution System (EPCRS) as set forth in Revenue Procedure 2008-50 or any superseding guidance, including, but not limited to, the preamble of the final Code Section 415 regulations.

8.5.Additional Rules Applicable to Limitation on Annual Additions. For purposes of applying the limitations of Code Section 415, all defined contribution plans (without regard to whether a plan has been terminated) ever maintained by the Employer (or a “predecessor employer”) under which the Participant receives annual additions are treated as one defined contribution plan. The “Employer” means the Employer that adopts this Plan and all members of a controlled group or an affiliated service group that includes the Employer (within the meaning of Code Sections 414(b), (c), (m) or (o)), except that for purposes of subsection 8.3, the determination shall be made by applying Code Section 415(h), and shall take into account tax-exempt organizations under Treasury Regulation Section 1.414(c)-5, as modified by Treasury Regulation Section l.415(a)-1(f)(1). For purposes of this subsection 8.3:

For purposes of aggregating plans for Code Section 415, a “formerly affiliated plan” of an employer is taken into account for purposes of applying the Code Section 415 limitations to the employer, but the formerly affiliated plan is treated as if it had terminated immediately prior to the “cessation of affiliation.” For purposes of this paragraph, a “formerly affiliated plan” of an employer is a plan that, immediately prior to the cessation of affiliation, was actually maintained by one or more of the entities that constitute the employer (as determined under the employer affiliation rules described in Treasury Regulation Section 1.415(a)-l(f)(1) and (2)), and immediately after the cessation of affiliation, is not actually maintained by any of the entities that constitute the employer (as determined under the employer affiliation rules described in Treasury Regulation Section 1.415(a)-1(f)(l) and (2)). For purposes of this paragraph, a “cessation of affiliation” means the event that causes an entity to no longer be aggregated with one or more other entities as a single employer under the employer affiliation rules described in Treasury Regulation Section 1.415(a)-l (f)(1) and (2) (such as the sale of a subsidiary outside a controlled group), or that causes a plan to not actually be maintained by any of the entities that constitute the employer under the employer affiliation rules of Treasury Regulation Section 1.415(a)-1(f)(1) and (2) (such as a transfer of plan sponsorship outside of the controlled group).

Two or more defined contribution plans that are not required to be aggregated pursuant to Code Section 415(f) and the Treasury Regulations thereunder as of the first day of a limitation year do not fail to satisfy the requirements of Code Section 415 with respect to a Participant for the limitation year merely because they are aggregated later in that limitation year, provided that no annual additions are credited to the Participant’s account after the date on which the plans are required to be aggregated.

8.6.Section 402(g) Limitation. In no event shall the Elective Deferrals for a Participant under the Plan (together with elective deferrals under any other cash-or-deferred arrangement maintained by an Employer or a Related Company) for any taxable year exceed the maximum amount permitted for such year under Code Section 402(g) (including, to the extent applicable, the amount permitted for such year pursuant to subsection 402(g)(1)(C) with respect to catch-up Elective Deferrals). If during any taxable year a Participant is also a participant in any other cash-or-deferred arrangement, and if the Participant’s elective deferrals made under such other arrangements together with the Participant’s Elective Deferrals and, if applicable, the Participant’s catch-up Elective Deferrals exceed the maximum amount permitted for the Participant for that year under Code Section 402(g), the following provisions shall apply:

Notwithstanding the foregoing provisions of this subsection 8.6, the dollar amount of any distribution due hereunder shall be reduced by the dollar amount of any Elective Deferrals previously distributed to the same Participant pursuant to subsection 8.8, provided, however, that for purposes of subsections 8.3 and 8.7, the correction under this subsection 8.6 shall be deemed to have occurred before the correction under subsection 8.8.

8.7.Section 401(k)(3) Testing. For any Plan Year, the amount by which the average of the Deferral Percentages (as defined below) of each eligible employee who is Highly Compensated for such Plan Year (the “Highly Compensated Group Deferral Percentage”) exceeds the average of the Deferral Percentages for such Plan Year of each eligible employee who is not Highly Compensated (the “Non-Highly Compensated Group Deferral Percentage”) for such Plan Year shall be less than or equal to either (i) a factor of 1.25 or (ii) both a factor of 2 and a difference of 2. “Deferral Percentage” for any eligible employee for a Plan Year shall be determined by dividing the Participant’s Elective Deferrals and, to the extent designated by the Administration Committee, the Participant’s Qualified Matching Contributions or Qualified Nonelective Contributions (or both) for the year by the Participant’s Compensation for the year, subject to any special rules set forth in applicable Treasury regulations. For purposes of this subsection 8.7, the provisions of Code Section 410(k)(3) and Treas. Reg. § 1.401(k)-1(b) are herein incorporated by reference, and any Qualified Matching Contributions and any Qualified Nonelective Contributions used in determining a Participant’s Deferral Percentage shall satisfy the requirements of Treas. Reg. Section 1.401(k)-2(a)(6). Amounts that are catch -up Elective Deferrals made in accordance with paragraph 4.1(b) of the Plan and Code Section 414(v) shall be disregarded for purposes of this subsection 8.7. Effective January 1, 2012, this Plan is intended to be a qualified automatic contribution arrangement that satisfies the requirements of Code Section 401(k)(13). As a result, the foregoing provisions of Subsection 8.7 and the provisions of Subsection 8.8 shall no longer apply.

8.8.Correction Under Section 401(k) Test. In the event that the Highly Compensated Group Deferral Percentage for any Plan Year does not initially satisfy one of the tests referred to in subsection 8.7, the following provisions shall apply:

The amounts to be distributed to any Participant pursuant to this subsection 8.8 shall be reduced by the amount of any Elective Deferrals distributed to the Participant for the taxable year ending with or within such Plan Year pursuant to subsection 8.6. The Administration Committee shall take such actions and cause any distribution to be made no later than the close of the Plan Year following the Plan Year for which the Excess Contributions were made.

8.9.Code Section 401(m)(2) Testing. For any Plan Year, the amount by which the average of the Contribution Percentages (as defined below) of each eligible employee who is Highly Compensated for such Plan Year (the “Highly Compensated Group Contribution Percentage”) exceeds the average of the Contribution Percentages of each eligible employee who is not Highly Compensated (the “Non-Highly Compensated Group Contribution Percentage”) for such Plan Year shall be less than or equal to either (i) a factor of 1.25 or (ii) both a factor of 2 and a difference of 2. The “Contribution Percentage” for any eligible employee for a Plan Year shall be determined by dividing the Participant’s After-Tax Contributions and Matching Contributions (excluding Matching Contributions forfeited in accordance with subsection 5.6) and, to the extent designated by the Administration Committee, the Participant’s Qualified Matching contributions or Qualified Nonelective Contributions (or both) for such year by the Participant’s Compensation for the year, subject to any special rules set forth in the applicable Treasury regulations. The provisions of Code Section 401(m)(2) and Treas. Reg. § 1.401(m)-1(b) are herein incorporated by reference, and any Qualified Matching Contribution or Qualified Nonelective Contribution used in determining a Participant’s Contribution Percentage shall satisfy the requirements of Treas. Reg. Section 1.401(m)-2(a)(6). Effective January 1, 2012, this Plan is intended to be a qualified automatic contribution arrangement that satisfies the requirements of Code Section 401(m)(12). As a result, the foregoing provisions of Subsection 8.9 and the provisions of Subsection 8.10 shall no longer apply.

8.10.Correction Under Section 401(m) Test. In the event that the Highly Compensated Group Contribution Percentage for any Plan Year does not initially satisfy one of the tests referred to in subsection 8.9, the following provisions shall apply:

Excess Aggregate Contributions shall be allocated to the Highly Compensated Participants with the largest amount of After-Tax and Matching contributions taken into account under the tests in Section 8.9 for the Plan Year in which the excess arose, beginning with the Highly Compensated Participant with the largest amount of such contributions and continuing in descending order until all the Excess Aggregate Contributions have been allocated.

The Administration Committee shall make any necessary distribution no later than the close of the Plan Year following the Plan Year in which such Excess Aggregate Contributions were contributed. Matching Contributions that are Excess Aggregate Contributions and are not yet vested in accordance with subsection 9.1 shall be forfeited as of the end of the Plan Year following the Plan Year in which the Excess Aggregate Contributions arose and treated in the same manner as any other forfeiture under the Plan.

8.11.Forfeiture of Orphan Matching Contributions. Matching Contributions attributable to excess Elective Deferral or After-Tax Contributions distributed in accordance with subsections 8.6, 8.8 or 8.10 shall be forfeited as of the end of the Plan Year to which such corrective distributions relate and treated in the same manner as any other forfeiture under the Plan.

8.12.Highly Compensated. An employee or Participant shall be “Highly Compensated” for any Plan Year if the employee or Participant:

8.13.Separate Testing of Early Eligible Group. Notwithstanding the foregoing provisions of this Section 8, for any Plan Year the Administration Committee may elect, in accordance with applicable Treasury regulations, to apply the tests set forth in subsections 8.8 and 8.10 separately with respect to all eligible employees who would not have been eligible to participate in the Plan for that Plan Year had the Plan utilized the maximum age and service requirements for eligibility permitted by the Code.

9.1.Determination of Vested Interest. A Participant shall at all times have a nonforfeitable interest in the Participant’s Pre-Tax Elective Deferral Account, Roth Elective Deferral Account, After-Tax Account, Rollover Account, Qualified Matching Account, Qualified Nonelective Account and QVEC Account. If a Participant is employed by an Employer or Related Company after June 30, 2008, such Participant’s interest in the Participant’s Matching Account and the Participant’s Employer Contributions Account shall be fully vested and nonforfeitable in accordance with the following schedule:

provided, however, that any Participant whose vested percentage would be greater under the vesting schedule in effect immediately prior to July 1, 2008, shall have the Participant’s vested percentage determined under that prior vesting schedule.

If a Participant is employed by an Employer or Related Company after December 31, 2006 but not after June 30, 2008, such Participant’s interest in the Participant’s Matching Account and the Participant’s Employer Contributions Account shall be fully vested and nonforfeitable in accordance with the following schedule:

If a Participant is not employed by an Employer or Related Company after December 31, 2006:

Notwithstanding the foregoing provisions of this subsection 9.1, a Participant hired by the Company or a Related Company prior to January 1, 1996, shall be fully vested in the Participant’s Employer Contributions Account without regard to the schedules set forth above.

9.2.Accelerated Vesting. Notwithstanding the foregoing provisions of this Section 9, a Participant shall have a fully vested, nonforfeitable interest in all the Participant’s Accounts when the Participant attains age 65, dies or becomes disabled within the meaning of paragraph 9.3(b) while employed by an Employer or a Related Company. In addition, in the event of the Plan’s termination (in accordance with subsection 13.2) or partial termination (as determined under applicable law and regulations) or the complete discontinuance of Employer and Matching Contributions to the Plan, each affected Participant shall have a fully vested, nonforfeitable interest in all the Participant’s Accounts.

9.3.Termination Dates. A Participant’s “Termination Date” shall be the date on which the Participant’s employment with the Employers and the Related Companies is terminated because of the first to occur of the following events:

9.4.Distribution Upon Separation. Notwithstanding any other provision of the Plan to the contrary, a Participant may not commence distribution of the Participant’s Elective Deferral Account, Qualified Matching Account or Qualified Nonelective Account pursuant to Section 11 unless:

10.1.Loans to Participants. The Administration Committee, upon request by a Participant who is an employee of an Employer or Related Company or who is a “party in interest” with respect to the Plan (as such term is defined in Section 3(14) of ERISA) in such form as the Administration Committee may require, may authorize a loan to be made to the Participant from the Participant’s vested interest in the Trust Fund, excluding any amount in the Participant’s QVEC Account, subject to the following:

or (ii) the greater of one-half of the aggregate vested interest of the Participant under all such plans or $10,000; and no loan shall be made to a Participant if the aggregate amount of that loan and the outstanding balance of any other loans to the Participant from the Plan would exceed one-half of the total vested balance of the Participant’s Accounts under the Plan as of the date the loan is made.

shall be evidenced by an agreement set forth in writing or in such other form as the Administration Committee may provide from time to time in accordance with uniform procedures consistently applied. Notwithstanding any provision of this Section 10 to the contrary, negotiation of a loan check shall evidence the Participant’s acceptance of and consent to be bound by the terms and conditions of such loan.

10.2.Withdrawals During Employment. Subject to the following provisions of this subsection 10.2, a Participant whose Termination Date has not yet occurred may elect to withdraw all or part of the Participant’s interest in the Investment Funds (other than the Loan Fund) in such proportion as the Participant shall direct and upon such prior notice as the Administration Committee may require, as provided and in the order set forth below:

No portion of a Participant’s Qualified Matching Account or Qualified Nonelective Account may be withdrawn prior to the Participant’s attainment of age 59½.

10.3.Hardship Withdrawals. A withdrawal will not be considered to be made on account of “Hardship” unless the following requirements are met:

11.1.Distributions to Participants After Termination of Employment. If a Termination Date occurs with respect to a Participant, the vested portions of the Participant’s Accounts and all Policies issued on the Participant’s life, or the proceeds thereof, shall be distributed in accordance with the following provisions of this Section 11; provided, however, that if the value of the vested portions of the Participant’s Accounts (including any loans outstanding on the Participant’s Termination Date) does not exceed $5,000, such vested portions shall be distributed to or on behalf of the Participant as soon as practicable after such Termination Date.

11.2.Forms of Benefit Payments. If a Termination Date occurs with respect to a Participant, subject to the provisions of subsections 11.1 and 11.4, the vested balance in the Participant’s Accounts as of any Accounting Date coincident with or following the Participant’s Termination Date the Participant (or the Participant’s Beneficiary) elects (after all adjustments then required under the Plan have been made) and all Policies issued on the Participant’s life, or the proceeds thereof, shall be distributed to the Participant or, in the event of the Participant’s death, the Participant’s Beneficiary, by one of the following methods which the Participant (or the Participant’s Beneficiary) elects:

The term “Insurer” means any life insurance company issuing Policies held by the Trustee under the Plan or issuing an investment-type annuity contract under which a portion of the Fixed Income Fund is invested or any life insurance company authorized to do business in the State of Illinois and selected by the Administration Committee. If a Participant dies before receiving all of the Participant’s benefits payable in accordance with this subsection 11.2, any remaining portion of the Participant’s Account balances shall be paid, as soon as practicable, to or for the benefit of the Participant’s Beneficiary in one of the methods described in this subsection 11.2 as is selected by the Beneficiary.

A Participant’s interest in the Company Stock Fund shall be distributed to the Participant (or in the event of the Participant’s death, the Participant’s Beneficiary) in the form of Common Stock, unless such Participant (or Beneficiary) elects to receive the Participant’s entire interest in the Company Stock Fund in cash, subject to such valuation procedures as the Administration Committee in its discretion shall establish. The remaining portion of the Participant’s Account shall be distributed in cash. Notwithstanding the foregoing, if a Participant retires under a pension plan sponsored by the Participant’s Employer and such Participant elects installment payments under paragraph (b) above, prior to the commencement of such installments the Participant shall choose to either (i) transfer the Participant’s interest in the Company Stock Fund to the other Investment Funds (except the Loan Fund) and have the Participant’s installments based on the Participant’s entire Account balance, or (ii) receive the Participant’s interest in the Company Stock Fund in the form of Common Stock as a partial lump sum payment coincident with the first such installment, and have the remaining portion of the Participant’s Account distributed in installments in cash.

11.3.Special Rules Governing Annuity Elections. If a married Participant elects distribution in the form of an annuity pursuant to paragraph 11.2(c), the following rules shall apply and shall supersede any other provision of the Plan to the contrary:

Effective for annuity starting dates on or after January 1, 2008, in lieu of a Joint and Survivor Annuity, the Participant shall be permitted to elect an immediate annuity payable for the life of the Participant with a survivor annuity payable for the life of the Participant’s spouse which is 75% of the amount of the annuity payable during the joint lives of the Participant and spouse (a “Qualified Optional Survivor Annuity”).

11.4.Limits on Commencement and Duration of Distributions. The following distribution rules are intended to conform distributions under the Plan to Code Sections 401(a)(9) and 401(a)(14) and applicable regulations thereunder, including the minimum distribution incidental benefit requirement of Code Section 401(a)(G):

11.5.Beneficiary Designations. Subject to the foregoing provisions of this Section 11, the term “Beneficiary” means any legal or natural person or persons (who may be designated contingently or successively) that the Participant designates to receive the vested portion of the Participant’s Accounts upon the Participant’s death; provided, however, that if a Participant was employed by an Employer or Related Company on or after August 22, 1984, and is legally married on the date of the Participant’s death, the Beneficiary shall be the Participant’s spouse unless:

A beneficiary designation form will be effective only when the signed form is received by the Administration Committee while the Participant is alive and will cancel all beneficiary designation forms signed earlier. In default of such designation, or at any time when there is no surviving spouse and no surviving Beneficiary designated by the Participant, the Administration Committee, in its discretion, may direct the Trustee to pay the Participant’s benefits to either:

If there is any question as to the right of any Beneficiary to receive a distribution under the Plan, the Administration Committee, in its sole discretion, may make payment to the legal representative or representatives of the Participant’s estate.

11.6.Forfeitures and Restorations of Unvested Contributions. If a Termination Date occurs with respect to a Participant prior to the Participant’s attaining age 65, before the Participant is credited with five Years of Service under the Plan or is otherwise fully vested in the Participant’s Account, the unvested portion of such Participant’s Matching Account and Employer Contributions Account shall be forfeited as of the Accounting Date next following or coinciding with the earlier of the date as of which the Participant receives a distribution of the vested portion of the Participant’s Accounts or the date the Participant completes five consecutive One Year Breaks in Service. If, however, the Participant is reemployed by an Employer or Related Company before the Participant incurs five consecutive One Year Breaks in Service, the amount forfeited (without adjustment for gains or losses after the forfeiture), if any, shall be restored to the Participant’s Matching Account and Employer Contributions Account, as applicable, as of the last day of the Plan Year in which the Participant was reemployed. Any such restoration shall be made first from current forfeitures, if any, under the Plan and then, if necessary, from a special Employer contribution. If the Participant received a distribution of the vested portion of the Participant’s Matching Account or Employer Contributions Account, the amount restored under the preceding sentence shall be maintained in a separate subaccount within the Participant’s Matching Account or Employer Contributions Account. Such Participant’s vested interest in each subaccount shall be determined by adding the amount of the prior distribution from the Participant’s Matching Account or Employer Contributions Account to the Participant’s separate subaccount balance before applying the schedule in subsection 9.1, and then subtracting the amount of the prior distribution from the amount derived after application of such schedule. If, instead, the Participant is reemployed by an Employer or Related Company after the Participant incurs five consecutive One Year Breaks in Service, the Participant’s reemployment shall have no effect on the forfeiture under this subsection 11.6.

11.7.Application of Forfeitures. Any forfeitures of Matching Contributions (and earnings thereon) or Employer Contributions (and earnings thereon) arising during a Plan Year beginning after December 31, 2007 shall first be used to restore any prior forfeitures required pursuant to subsection 11.6, and then shall be used to reduce future Matching Contributions.

11.8.Facility of Payment. Notwithstanding the provisions of subsections 11.1 and 11.2, if, in the Administration Committee’s opinion, a Participant or Beneficiary is under a legal disability or is in any way incapacitated so as to be unable to manage the Participant’s financial affairs, the Administration Committee may direct the Trustee to make payment to a relative or friend of such person for the Participant’s benefit until claim is made by a conservator or other person legally charged with the care of the Participant’s person or the Participant’s estate. Thereafter, any benefits under the Plan to which such Participant or Beneficiary is entitled shall be paid to such conservator or other person legally charged with the care of the Participant’s person or the Participant’s estate.

11.9.Direct Rollover Option. To the extent required under Code Section 401(a)(31) and regulations issued thereunder, any person receiving an “eligible rollover distribution” (as defined therein) pursuant to Section 10 or this Section 11 may direct the Committee to transfer such amount, or a portion thereof, to an “eligible retirement plan” (as defined therein), in accordance with uniform rules established by the Committee. An eligible retirement plan shall also include an annuity contract described in Code Section 403(b) and an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from the Plan. The definition of eligible retirement plan shall also apply in the case of a distribution to a surviving Spouse or to a spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p).

Effective January 1, 2008, an eligible retirement plan shall also include a Roth IRA. For purposes of this direct rollover provision: (i) any amount that is distributed on account of hardship shall not be an eligible rollover distribution and the distributee may not elect to have any portion of such a distribution paid directly to an eligible retirement plan; and (ii) a portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income; provided, however, that any such portion may be transferred only to (A) an individual retirement account or annuity described in Code Section 408(a) or (b); or (B) a qualified defined contribution plan described in Code Section 401(a) or 403(a) or, in the case of a distribution after December 31, 2006, a qualified defined benefit plan described in Code Section 401(a) or annuity contract described in Code Section 403(b) that, in either case, agrees to separately account for the amount so transferred (and the earnings thereon), including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible. Effective for distributions made after December 31, 2006 with respect to a deceased Participant’s Beneficiary who is not a spouse but who is a designated beneficiary within the meaning of Code Section 401(a)(9)(E), such Beneficiary may direct the Administration Committee to transfer such distribution, or portion thereof, to an eligible retirement plan described in Code Section 408(a) or (b) that is established for the purposes of receiving the distribution on behalf of such Beneficiary to the extent that such transfer is permitted by Code Section 402(c)(11) and complies with uniform rules established by the Administration Committee.

11.10.Interests Not Transferable. The interests of Participants and other persons entitled to benefits under the Plan are not subject to the claims of their creditors and may not be voluntarily or involuntarily assigned, alienated or encumbered, except in the case of loans made under the Plan and qualified domestic relations orders that relate to the provision of child support, alimony or marital rights of a spouse, child or other dependent and which meet such other requirements as may be imposed by Code Section 414(p) or regulations issued thereunder. Notwithstanding any other provision of the Plan to the contrary, distribution of the entire portion of the vested Account balance of a Participant awarded to the Participant’s alternate payee may be made in a lump sum payment as soon as practicable after the Administration Committee determines that such order is qualified, without regard to whether the Participant would be entitled under the terms of the Plan to withdraw or receive a distribution of such vested amount at that time, so long as the terms of the order provide for such immediate distribution either specifically or by general reference to any manner of distribution permitted under the Plan.

11.11.Absence of Guaranty. None of the Administration Committee, the Trustee, or the Employers in any way guarantee the Trust Fund from loss or depreciation. The Employers do not guarantee any payment to any person. The liability of the Trustee to make any payment is limited to the available assets of the Trust Fund.

11.12.Missing Participants or Beneficiaries. Each Participant and each designated Beneficiary must file with the Administration Committee from time to time in writing the Participant’s post office address and each change of post office address. Any communication, statement or notice addressed to a Participant or designated Beneficiary at the Participant’s last post office address filed with the Administration Committee, or, in the case of a Participant, if no address is filed with the Administration Committee, then at the Participant’s last post office address as shown on the Employers’ records, will be binding on the Participant and the Participant’s designated Beneficiary for all purposes of the Plan. None of the Administration Committee, the Employers or the Trustee will be required to search for or locate a Participant or designated Beneficiary.

11.13.Explanation of Optional Forms and Consent. Each Participant whose Termination Date has occurred and who is eligible to receive a distribution hereunder shall be given a notice of the Participant’s right, if any to defer receipt of the distribution and a description of the consequences of failing to defer receipt, and a notice of the Participant’s right, if any, described in subsection 11.9 (relating to eligible rollover distributions), and a general description of the optional forms of payment, if any, available to the Participant under the Plan. Such notice shall be provided not less than thirty (30) calendar days nor more than 180 calendar days before the date distribution commences. Notwithstanding the foregoing, a distribution may be made less than thirty (30) calendar days after the notice required by this subsection 11.13 is provided to the Participant if the Participant (i) has been informed of the Participant’s right to consider the Participant’s decision for at least thirty (30) calendar days, and (ii) after receiving the notice, affirmatively elects a distribution; provided, however, that in the case of a Participant who has elected to receive a distribution in the form described in paragraph 11.2(c) (relating to annuity contracts), a Participant shall be permitted to revoke the Participant’s distribution election at any time prior to the Participant’s Annuity Starting Date (within the meaning of Code Section 417(e) and regulations thereunder) or, if later, prior to the expiration of the seven (7)- calendar day period beginning on the day after the notice is provided to the Participant, and no distribution with respect to such Participant shall commence before the expiration of such seven (7)-calendar day period. To the extent applicable, the provisions of this subsection 11.13 shall also apply to a withdrawal described in Section 10.

11.14.Required Minimum Distributions After 2001. The Plan will apply the minimum distribution requirements of Code Section 401(a)(9) in accordance with the regulations under Code Section 401(a)(9) that were proposed on January 17, 2001 (the 2001 Proposed Regulations), notwithstanding any provision of the Plan to the contrary. This amendment shall continue in effect until the last calendar year beginning before the effective date of the final regulations under Code Section 401 (a)(9) or such other date as may be published by the Internal Revenue Service.

11.15.Required Minimum Distributions After 2002. Required minimum distributions for Plan Years beginning on and after January 1, 2003 shall be determined in accordance with the provisions of Supplement E.

11.16.Restrictions on Distributions. Notwithstanding anything in the Plan to the contrary, amounts attributable to Elective Deferrals shall not be distributed earlier than upon one of the following events:

12.1.Membership and Authority. The Administration Committee referred to in subsection 1.3 shall be the “named fiduciary” (as described in Section 402 of ERISA) under the Plan. Except as otherwise specifically provided in this Section 12, in controlling and managing the operation and administration of the Plan, the Administration Committee shall act by a majority of its then Members, by meeting or by writing filed without meeting, and shall have the following powers, rights and duties in addition to those vested in it elsewhere in the Plan:

The certificate of a majority of the Members of the Administration Committee that it has taken or authorized any action shall be conclusive in favor of any person relying on the certificate.

12.2.Delegation By Administration Committee. In exercising its authority to control and manage the operation and administration of the Plan, the Administration Committee may employ agents and counsel (who may also be employed by the Employers) and delegate to them such powers as the Administration Committee deems desirable. Any such delegation shall be in writing. The writing described in the foregoing sentence shall fully describe the advice to be rendered or the functions and duties to be performed by the delegate or appointee.

12.3.Uniform Rules. In managing the Plan, the Administration Committee will uniformly apply rules and regulations adopted by it to all persons similarly situated.

12.4.Information to be Furnished to Administration Committee. The Employers shall furnish the Administration Committee such data and information as may be required. The records of the Employers and Related Companies as to an employee’s or Participant’s period of employment, termination of employment and the reasons therefor, leave of absence, reemployment and Compensation shall be conclusive on all persons unless determined to be incorrect. Participants and other persons entitled to benefits under the Plan must furnish to the Administration Committee such evidence, dates or information as it considers desirable to carry out the Plan.

12.5.Administration Committee’s Decision Final. To the extent permitted by law, any interpretation of the Plan and any decision on any matter within the discretion of the Administration Committee, made by it in good faith, is binding on all persons. A misstatement or other mistake of fact shall be corrected when it becomes known, and the Administration Committee shall make such adjustment on account thereof as it considers equitable and practicable.

. Notwithstanding any other provisions of the Plan, the Administration Committee shall discharge its duties hereunder solely in the interests of the Participants and other persons entitled to benefits under the Plan and in accordance with the requirements of Section 404 of ERISA and the applicable regulations and judicial interpretations thereunder.

12.7.    Benefit Claims and Legal Action. On behalf of the Plan and in accordance with Sections 503 and 505 of ERISA and Title 29 of Federal Regulations, Section 2560.503-1, the Administration Committee shall establish, maintain, and apply reasonable procedures governing the filing of benefit claims, notification of benefit determinations, and appeal of adverse benefit determinations (hereinafter collectively referred to as claims procedures). A Participant, Beneficiary, or other person claiming benefits under the Plan may not take legal action against the Plan, the Employers, the Administration Committee, or the Members, employees, agents or directors of any of them, unless the claimant has exhausted the claims and appeals procedures established in this subsection. A Participant, Beneficiary, or other person claiming benefits under the Plan must commence litigation with respect to such dispute or claim, if at all, within one (1) year of the date the Administration Committee provides notice that the claim on review has been denied.

12.8.    Remuneration and Expenses. No remuneration shall be paid to any Administration Committee Member as such. However, the reasonable expenses of a Member incurred in the performance of an Administration Committee function shall be reimbursed by the Employers in such proportions as the Company decides.

12.9.Indemnification of the Administration Committee. The Company and each Employer shall indemnify and hold harmless the Administration Committee, each individual Member of the Administration Committee, and any individual acting as an employee, agent or delegatee of any of them (to the extent not indemnified or saved harmless under any liability insurance or any other indemnification arrangement) against any and all liabilities, losses, costs, and expenses (including legal fees and expenses) of whatsoever kind and nature, to the maximum extent permitted by law, which may be imposed on, incurred by or asserted against them arising out of any actual or alleged act or failure to act made in good faith pursuant to the provisions of the Plan, the Trust, and any related documents, including expenses reasonably incurred in the defense of any claim relating thereto with respect to the administration of the Plans or the investment of Plan assets, except that no indemnification or defense shall be provided to any person with respect to any conduct that has been judicially determined, or agreed by the parties, to have constituted willful misconduct on the part of such person, or to have resulted in his or her receipt of personal profit or advantage to which he or she is not entitled.

12.10.Designation or Removal of Administration Committee Member. An Administration Committee Member may resign at any time by giving ten (10) calendar days’ advance written notice to the Employers, the Trustee and the other Administration Committee Members. The Administration Committee may remove a Member by unanimous vote of the other Members, by written notice to the Member, the Employers, and the Trustee.

12.11.Appointment of Successor Administration Committee Member. Members of the Administration Committee shall replace a resigning or removed Member by written appointment of an employee of the Employers to which such employee consents, and shall give prompt written notice thereof to all other Members, the Employers and the Trustee. While there is a vacancy in the membership of the Administration Committee, the remaining Members shall have the same powers as the full Administration Committee until the vacancy is filled.

12.12.Interested Administration Committee Member. A Member of the Administration Committee may not decide or determine any matter or question concerning the Participant’s own benefits under the Plan or as to how they are to be paid to the Member unless such decision could be made by the Member under the Plan if he or she were not a Member of the Administration Committee.

13.1.Amendment. While the Employers expect and intend to continue the Plan, the Company must reserve and reserves the right, subject to the provisions of the Trust Agreement, to amend the Plan at any time, except that (a) no amendment shall reduce a Participant’s Plan interest to less than the amount the Participant would have been entitled to receive if the Participant had resigned from the employ of all of the Employers and the Related Companies on the day of the amendment, (b) no amendment will eliminate an optional form of benefit with respect to a Participant or Beneficiary except as otherwise permitted by law, and (c) no amendment shall decrease a Participant’s accrued benefits, or otherwise place greater restrictions or conditions on a Participant’s rights to Code Section 411(d)(6) protected benefits, even if the amendment merely adds a restriction or condition that is permitted under the vesting rules in Code Section 411(a)(3) through (11); provided, however, such an amendment is permitted to the extent it applies with respect to benefits that accrue after the applicable amendment date.

13.2.Termination. The Plan will terminate as to all of the Employers on any day specified by the Company if thirty calendar days’ advance written notice of the termination is given to the Trustee and the other Employers. The Plan will terminate as to any Employer on the first to occur of the following:

13.3.Merger and Consolidation of the Plan, Transfer of Plan Assets. In the case of any merger or consolidation with, or transfer of assets and liabilities to, any other plan, provisions shall be made so that each affected Participant in the Plan on the date thereof (if the Plan, as applied to that Participant, then terminated) would receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit the Participant would have been entitled to receive immediately prior to the merger, consolidation or transfer if the Plan, as applied to the Participant, had then terminated.

13.4.Distribution on Termination and Partial Termination. If, on termination of the Plan as applied to any Employer, a Participant remains an employee of an Employer or Related Company, the amount of the Participant’s benefits shall be retained in the Trust until after the Participant’s termination of employment with all of the Employers and Related Companies and shall be paid to the Participant or, in the event of the Participant’s death, to the Participant’s Beneficiary, in accordance with the provisions of Section 11. That portion of the assets in the Trust attributable to the Participants directly affected by the partial termination (as defined in Rev. Rul. 2007-43 or other applicable guidance issued by the Internal Revenue Service) or total termination or permanent discontinuance (except such part thereof as is used for the payment of expenses) shall become nonforfeitable and fully vested and shall be distributed as though all Participants directly affected by the partial or total termination or permanent discontinuance had retired on the date of such partial termination or total termination or permanent discontinuance. The benefits payable to a Participant whose employment with all of the Employers and Related Companies is terminated coincident with the termination of the Plan as applied to the Participant’s Employer (and the benefits payable to an affected Participant on partial termination of the Plan) shall be paid to the Participant in a lump sum. All appropriate accounting provisions of the Plan will continue to apply until the benefits of all affected Participants have been distributed to them.

13.5.Notice of Amendment, Termination or Partial Termination. Affected Participants will be notified of an amendment, termination or partial termination of the Plan as required by law.

14.1    Roth Elective Deferrals Permitted. Effective January 1, 2013, Roth Elective Deferrals (as defined below), shall be permitted as provided in this Section 14. Roth Elective Deferrals shall be treated in the same manner as Pre-Tax Elective Deferrals for all Plan purposes except as provided in this Section 14. The Administration Committee may, in operation, implement deferral election procedures provided such procedures are communicated to Participants and permit Participants to modify their elections at least once each Plan Year.

14.2    Roth Elective Deferrals. “Roth Elective Deferrals” means a Participant’s Elective Deferrals that are includible in the Participant’s gross income at the time deferred and which have been irrevocably designated as Roth Elective Deferrals by the Participant in his or her deferral election. A Participant’s Roth Elective Deferrals will be separately accounted for, as will gains and losses attributable to those Roth Elective Deferrals, in a Roth Elective Deferral Subaccount; provided, however, that no contributions (including forfeitures) other than Roth Elective Deferrals may be allocated to such Roth Elective Deferral Subaccount. The Plan shall also maintain a record of a Participant’s investment in the contract (i.e., designated Roth Elective Deferrals that have not been distributed).

14.3    Ordering Rules for Loans and Withdrawals. To the extent a Participant requests a loan or withdrawal (including, but not limited to, hardship or other in-service withdrawals) of less than the entire balance of the Participant’s accounts attributable to Elective Deferrals, unless the Administration Committee adopts rules to the contrary or permits Participants to elect otherwise, such withdrawal shall be made first from any Roth Elective Deferrals, if any.

14.4    Corrective Distributions Attributable to Roth Elective Deferrals. For any Plan Year in which a Participant may make both Roth Elective Deferrals and Pre-Tax Elective Deferrals, any distribution of excess deferrals under subsection 8.6, excess contributions under subsection 8.8, excess aggregate contributions under subsection 8.10, and excess annual additions under subsection 8.4 shall be made first from Roth Elective Deferrals, if any, unless the Administration Committee adopts rules otherwise or permits Participants to elect otherwise.

14.5    Rollovers. A direct rollover of a distribution from a Participant’s Roth Elective Deferral Subaccount shall only be made to another Roth Elective Deferral account of an applicable retirement plan as described in Code Section 402A(e)(l) or to a Roth IRA as described in Code Section 408A, and only to the extent the rollover is permitted under the rules of Code Section 402(c).

This Plan shall accept a rollover contribution to a Participant’s Roth Elective Deferral Subaccount only if it is a direct rollover from another Roth Elective Deferral account of an applicable retirement plan as described in Code Section 402A(e)(1) and only to the extent the rollover is permitted under the rules of Code Section 402(c). The Administration Committee, operationally and on a uniform and nondiscriminatory basis, may decide whether to accept any such rollovers.

This Plan shall not provide for a direct rollover (including an automatic rollover) for distributions from a Participant’s Roth Elective Deferral Subaccount if the amount of the distributions that are eligible rollover distributions are reasonably expected to total less than $200 during a year. In addition, any distribution from a Participant’s Roth Elective Deferral Subaccount is not taken into account in determining whether distributions from a Participant’s other accounts are reasonably expected to total less than $200 during a year. However, eligible rollover distributions from a Participant’s Roth Elective Deferral Subaccount are taken into account in determining whether the total amount of the Participant’s Account balances under the Plan exceed the Plan’s limits for purposes of mandatory distributions from the Plan.

The provisions of the Plan that allow a Participant to elect a direct rollover of only a portion of an eligible rollover distribution but only if the amount rolled over is at least $500 is applied by treating any amount distributed from a Participant’s Roth Elective Deferral Subaccount as a separate distribution from any amount distributed from the Participant’s other Accounts in the Plan, even if the amounts are distributed at the same time.

14.6    Automatic Enrollment. If the Plan utilizes an automatic enrollment feature (i.e., in the absence of an affirmative election by a Participant, a certain amount or percentage of Compensation will automatically be contributed to the Plan as an Elective Deferral), then such Elective Deferral shall be a Pre-Tax Elective Deferral.

14.7    Operational Compliance. The Administration Committee will administer Roth Elective Deferrals in accordance with applicable regulations or other binding authority not reflected in this Section 14. Any applicable regulations or other binding authority shall supersede any contrary provisions of this Section 14.

IN WITNESS WHEREOF, this amended and restated Plan has been executed this 24^th day of July 2015, to be effective as of January 1, 2015, except where otherwise provided.

A. M. CASTLE & CO.

Signed: /s/ Marec E. Edgar    

Printed Name: Marec E. Edgar

Title: Executive Vice President, General Counsel, Secretary & Chief Administrative Officer

As of January 1, 2008, the separate strategic business units (“Business Unit”), if any, of each Employer, are as follows: