THE SHAW GROUP INC. 401(k) PLAN Effective January 1, 2014

The sum of the account balances in each plan prior to the merger equaled the value of the entire Plan assets at the time of the merger;

The assets of each plan were combined at the time of the merger to form the assets of the merged Plan; and

Immediately after the merger, each Participant in the merged Plan had an Account equal to the sum of the account balances the Pa1ticipant had in each plan immediately prior to the merger.

"Account" means the Pre-Tax Contribution Account, Roth Contribution Account, Employer Matching Contribution Account, Safe Harbor Matching Contribution Account, Employer Profit Sharing Contribution Account, Rollover Contribution Account, and any other subaccounts maintained for each Participant or Beneficiary pursuant to the terms of this Plan. Effective January 1, 2014, the Employer Matching Contribution Account shall include discretionary Matching Contributions which are in addition to Safe Harbor Matching Contributions.

"Actual Contribution Percentage" means, with respect to a specified group of Employees, the average of the ratios, calculated separately for each Employee in that group, of (a) the Employee's Matching Contributions for that Plan Year, to (b) his or her Statutory Compensation for that entire Plan Year, provided that, upon direction of the Plan Administrator, Statutory Compensation for a Plan Year shall only be counted if received during the period an Employee is a Participant or is eligible to become a Participant. The Actual Contribution Percentage for each group and the ratio determined for each Employee in the group shall be calculated to the nearest one-hundredth of one percent.

"Actual Deferral Percentage" means, with respect to a specified group of Employees, the average of the ratios, calculated separately for each Employee in that group, of (a) the amount of Deferral Contributions made pursuant to Section 3.1 for a Plan Year (including Deferral Contributions returned to a Highly Compensated Employee under Section 3.1(c) and Deferral Contributions returned to any Employee pursuant to Section 3.1(d)), to (b) the Employee's Statutory Compensation for that entire Plan Year, provided that upon direction of the Plan Administrator, Statutory Compensation shall only be counted if received during the period an Employee is a Participant or is eligible to become a Participant. The Actual Deferral Percentage for each group and the ratio determined for each Employee in the group shall be calculated to the nearest one-hundredth of one percent. For purposes of determining the Actual Deferral Percentage for a Plan Year, Deferral Contributions may be taken into account for a Plan Year only if they:

relate to compensation that would have been received by the Employee in the Plan Year but for the deferral election, or are attributable to services performed by the Employee in the Plan Year and would have been received by the Employee within 2-1/2, months after the close of the Plan Year but for the deferral election;

are allocated to the Employee as of a date within that Plan Year and the allocation is not contingent on the participation or performance of service after such date; and

are actually paid to the Trustee no later than twelve (12) months after the end of the Plan Year to which the contributions relate.

"Affiliated Employer" means any company which is a member of a controlled group of corporations (as defined in Code Section 414(b)) which also includes the Employer; any trade or business under common control (as defined in Code Section 414(c)) with the Employer; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Code Section 414(m)) which includes the Employer; and any other entity required to be aggregated with the Employer pursuant to regulations under Code Section 414(o). Notwithstanding the foregoing sentence, for purposes of Section 3.8, the definitions in Code Sections 414(b) and (c) shall be modified as provided in Code Section 415(h).

“Authorized Leave of Absence” means an absence with or without pay, authorized by an Employer on a non-discriminatory basis, for Disability, accident, jury duty, military duty, or other reasons.

"Beneficiary" means any person, persons, or entity designated by a Participant to receive benefits payable in the event of the Participant’s death, and filed with the Plan Administrator in such manner and form as may be prescribed by the Plan Administrator. However, if the Participant is married, his or her spouse shall be deemed to be the Beneficiary unless or until he or she elects another Beneficiary in such manner and form as may be prescribed by the Plan Administrator. Any such designation shall not be effective without Spousal Consent or except as provided in Section 1.44. If no such designation is in effect at the time of death of the Participant, or if no person, persons or entity so designated shall survive the Participant, the Participant’s surviving spouse, if any, shall be deemed to be the Beneficiary; or if there is no surviving spouse, then the Beneficiary shall be the estate of the Participant. Whether an individual is a spouse or surviving spouse shall be determined in accordance with the law of the state in which the Participant resides on the date of his or her death.

"Board of Directors" means the Board of Directors of Chicago Bridge & Iron Company.

"Break in Service" means a 12 consecutive month period beginning on an Employee's Severance Date or any anniversary thereof in which the Employee is not credited with an Hour of Service. Notwithstanding the foregoing, the following special rules apply in determining whether an Employee who is on leave has incurred a Break in Service:

If an individual is absent from work because of "maternity/paternity leave" beyond the first anniversary of his Severance Date, the 12-consecutive-month period beginning on the individual's Severance Date shall not constitute a Break in Service. For purposes of this paragraph, "maternity/paternity leave" means a leave of absence

If an individual is absent from work because of "FMLA leave" and returns to employment with the Employer or an Affiliated Employer following such "FMLA leave," he shall not incur a Break in Service during any 12-consecutive-month period beginning on his Severance Date or anniversaries thereof in which he is absent because of such "FMLA leave." For purposes of this paragraph, "FMLA leave" means an approved leave of absence pursuant to the Family and Medical Leave Act of 1993.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Compensation" means wages as defined in Code Section 3401(a) (for purposes of income tax withholding at the source) plus amounts that would be included in wages but for an election under Code Section 125(a), 132(f)(4), 402(e)(3), 402(h)(l)(B), 403(b), 408(p)(2)(A)(i), or 457(b) and all other payments of compensation to an Eligible Employee by the Employer (in the course of the Employer's trade or business) for services to the Employer while employed as an Eligible Employee for which the Employer is required to furnish the Eligible Employee a written statement under Code Sections 6041(d), 6051(a)(3) and 6052. Compensation must be determined without regard to any rules under Code Section 3401 (a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)).However, "Compensation" shall be subject to the following adjustments and limitations:

The following shall be excluded:

the value of a qualified or non-qualified stock option granted to an Employee by the Employer to the extent such value is includable in the Employee's taxable income;

the amount includable in the gross income of an Employee upon making the election described in Code Section 83(b);

amounts realized from the exercise of a nonstatutory option, or when restricted stock or other property held by an Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture;

amounts realized from the sale, exchange, or other disposition of stock acquired under a statutory stock option;

reimbursements or other expense allowances, fringe benefits (cash and non-cash), moving expenses, deferred compensation and welfare benefits; and

amounts paid after a Participant's severance from employment with the Employer, except as described in Section l .9(b) below.

The following shall be included:

Compensation shall include compensation paid by the later of 2 months after a Participant's severance from employment with the Employer or the end of the Plan Year that includes the Participant's severance from employment with the Employer, if: (A) the payment is regular compensation for services during the Participant's regular working hours, or compensation for services outside the Participant's regular working hours (such as overtime or shift differential), bonuses, commissions, or other similar payments, and, absent a severance from employment, the payments would have been paid to the Participant while such Participant continued in employment with the Employer; or (B) such amounts are either payments for unused accrued bona fide sick, vacation, or other leave (but only if the Eligible Employee would have been able to use the leave if employment had continued), but only if the payment would have been paid to the Participant at the same time if the Participant had continued in employment with the Employer and only to the extent that the payment is includable in the Participant's gross income.

effective for Plan Years beginning after December 31, 2008, Compensation shall include any differential wage payment (within the meaning of Code Section 3401(h)(2)) made by the Employer to a Participant with respect to any period during which the Participant is performing service in the uniformed services (as defined in Code Section 3401(h)(2)(A)) while on active duty for more than 30 days, which represents all or a portion of the wages the Participant would have received from the Employer if the individual were performing service for the Employer.

The Compensation of any Participant taken into account for purposes of the Plan shall be limited to $200,000 for any Plan Year beginning after December 31, 2001, with such limitation to be adjusted automatically to reflect any amendments to Code Section 401(a)(l7) and any cost-of-living increases authorized by Code Section 401(a)(17)(B).

For a Participant's initial year of participation, Compensation shall be recognized for the entire Plan Year.

"Deferral Contributions" means all amounts contributed pursuant to Section 3.1 of the Plan, including, on and after June 1, 2010, any Roth Contributions.

“Disability” or “Disabled” means a Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous or indefinite period of at least twelve (12) months, and which is substantiated by proof of disability satisfactory to the Plan Administrator (which proof shall include a written statement of licensed physician or other appropriate medical care provider appointed or approved by the Employer).

"Earnings" means the amount of earnings to be returned to a Participant with any excess deferrals, excess contributions or excess aggregate contributions under Article III as determined in accordance with regulations prescribed by the Secretary of the Treasury under the provisions of Sections 402(g), 401(k) and 401(m) of the Code, provided that for Plan Years beginning before January 1, 2008, Earnings for the period between the end of the applicable Plan Year and the date of the corrective distribution ("gap period income") shall be included for purposes of correction of any excess deferrals. For Plan Years beginning on and after January 1, 2008, Earnings shall not include gap period income.

"Effective Date" means January 1, 2014. The original effective date of the Plan was January 1, 1994.

“Eligibility Service” means the aggregate of all periods of employment of an Employee by an Employer or Related Company (including periods of Authorized Leave of Absence) measured from the date an Employee first performs an Hour of Service upon employment or reemployment to the date of the Employee's Termination of Employment, but excluding any Period of Severance other than an Authorized Leave of Absence; provided, however, that (i) an Employee shall not be credited with more than twelve (12) months of Service with respect to any single period of Authorized Leave of Absence; and (ii) if an Employee who has a Termination of Employment is reemployed by an Employer or a Related Company and performs an Hour of Service before he or she incurs a one (1)-year Period of Severance, such Termination of Employment shall be disregarded and his or her Service shall be treated as continuous through the date he or she resumes employment as an Employee. An Employee shall receive credit for one-twelfth (1/12) of a year of Service for each full or partial calendar month of Service.

"Eligible Employee" means an Employee who is employed by an Employer and paid through the U.S. payroll system of the Employer, including an Employee transferred from the United States to work outside the United States but retained on the U.S. payroll system of the Employer, but excluding:

any Leased Employee;

any individual who is included in a unit of employees covered by a collective bargaining agreement which does not provide for his or her participation in the Plan;

any individual who is a nonresident alien who receives no earned income (within the meaning of Code Section 91l(d)(2)) from the Employer that constitutes income from sources within the United States (within the meaning of Code Section 86l(a)(3));

any individual who is a signatory to a contract, letter of agreement or other document that acknowledges his status as an independent contractor not entitled to benefits under the Plan or who is not otherwise classified by the Employer as a common law employee and with respect to whom the Employer does not withhold income taxes and file Form W-2 (or any replacement form), with the Internal Revenue Service and does not remit Social Security payments to the Federal government, even if such individual is later adjudicated to be a common law employee;

any individual who is a resident of Puerto Rico, and

with respect to Employees hired on or after January 1, 2014, temporary employees, co-ops, interns, benefit ineligible employees and employees who are in the United States on an F1 Visa. Notwithstanding any other Plan provision, an ineligible Employee listed in this subsection (f) who subsequently becomes an Eligible Employee shall be credited with Hours of Service performed during his service as an ineligible Employee.

"Employee" means a person currently employed by the Employer or an Affiliated Employer, including Leased Employees.

"Employee Deferral Account" means the separate subaccount into which shall be credited the Deferral Contributions made on a Participant’s behalf and earnings on those contributions.

"Employer" means The Shaw Group Inc., or any successor by merger, purchase or otherwise, with respect to its Employees; or any other Affiliated Employer participating in the Plan as provided in Section 13.3, with respect to its Employees.

"Employer Matching Contribution Account” means the separate subaccount into which shall be credited the Matching Contributions made on a Participant's behalf and earnings on those contributions.

"Employer Profit Sharing Contribution Account" means the separate subaccount into which shall be credited the Profit Sharing Contributions made on a Participant's behalf and earnings on those contributions.

"Employer Stock" means the common stock of Chicago Bridge & Iron Company N.V.

"Employment Commencement Date" means the date on which an Employee first performs an Hour of Service.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"Enrollment Date" means the first day of each payroll period.

"Fund" or "Investment Fund" means the separate funds into which contributions to the Plan are invested in accordance with Article IV.

"Highly Compensated Employee" means, with respect to a Plan Year, any Employee classified as a highly compensated employee as determined under Code Section 414(q) and any regulations issued thereunder, who

Was a 5-percent owner of the Employer or an Affiliated Employer at any time during the Plan Year or preceding Plan Year; or

For the preceding Plan Year had Statutory Compensation from the Employer or an Affiliated Employer in excess of $80,000 (indexed as provided in Code Section 415(d)) and is in the group consisting of the top twenty percent (20%) of the total number of persons employed by the Employer and Affiliated Employers when ranked on the basis of Statutory Compensation paid during the preceding Plan Year, provided, however, that, for purposes of determining the total number of persons employed by the Employer and Affiliated Employers , the following Employees shall be excluded:

Employees who have not completed an aggregate of six (6) months of service during the preceding Plan Year,

Employees who work less than seventeen and one-half (17-1/2) hours per week for fifty percent (50%) or more of the total weeks worked by such employees during the preceding Plan Year,

Employees who normally work not more than six (6) months during any year,

Employees who have not attained age twenty-one (21) by the end of the preceding Plan Year,

Employees who are nonresident aliens and who receive no earned income (within the meaning of Section 911(d)(2) of the Code) from the Employer or Related Companies which constitutes income during the preceding Plan Year from sources within the United States (within the meaning of Section 861(a)(3) of the Code), and

Except to the extent provided in regulations prescribed by the Secretary of the Treasury, Employees who are members of a collective bargaining unit represented by a collective bargaining agent with which an Employer or Affiliated Employer has or has had a bargaining agreement.

"Hour of Service" means, with respect to any applicable computation period:

Each hour for which the Employee is paid or entitled to payment for the performance of duties for the Employer or an Affiliated Employer,

Each hour for which the Employee is paid or entitled to payment by the Employer or an Affiliated Employer 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 five hundred one (501) hours for any single continuous period, and

Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer or an Affiliated Employer, excluding any hour credited under (a) or (b), which shall be credited to the computation period or periods to which the award, agreement or payment pertains rather than to the computation period in which the award, agreement or payment is made.

"Leased Employee" means any person (other than an employee of the recipient) who pursuant to an agreement between the recipient and any other person ("leasing organization") has performed services for the recipient (or for the recipient and related persons determined in accordance with Code Section 414(n)(6)) on a substantially full time basis for a period of at least one (1) year, and such services are performed under the primary direction or control of the recipient employer. Contributions or benefits provided a Leased Employee by the leasing organization which are attributable to service performed for the recipient employer shall be treated as provided by the recipient employer. A Leased Employee shall not be considered an Employee of the recipient:

if such Leased Employee is covered by a money purchase pension plan maintained by the leasing organization providing:

a non-integrated employer contribution rate of at least ten percent (10%) of compensation, as defined in Code Section 415(c)(3), but including amounts which are contributed by the employer pursuant to a salary reduction agreement and which are not includible in the gross income under Code Sections 125, 132(1)(4), 402(e)(3), 402(h)(1)(B), 403(b), or 457(b), and employee contributions described in Code Section 414(h)(2) that are treated as employer contributions;

full and immediate vesting; and

if Leased Employees do not constitute more than twenty percent (20%) of the recipient's non-highly compensated work force.

"Matching Contributions" means all amounts contributed pursuant to Section 3.2 of the Plan.

"Normal Retirement Date" means the date the Participant attains age sixty-five (65).

"Participant" means any person who is participating in the Plan as provided in Article II.

“Period of Severance” means the period of time from the earliest of (i) an Employee’s Termination of Employment, or (ii) the first anniversary of an Employee’s first absence from work for any reason other than a Termination of Employment, until the date the Employee is credited with an Hour of Service upon reemployment by or return to service with an Employer or a Related Company. However if one of the reasons for an Employee’s Termination of Employment or other absence was Maternity or Paternity Leave, the Period of Severance shall not include the first year that would otherwise be included in that Period of Severance.

"Plan" means The Shaw Group Inc. 401(k) Plan, as set forth in this document or as amended from time to time.    

"Plan Administrator" means the person or entity who administers the Plan. The Plan Administrator will be Chicago Bridge & Iron Company unless a different entity or person is designated as Plan Administrator in a resolution duly adopted by Chicago Bridge & Iron Company and such person accepts the designation in writing.

"Plan Year" means the 12-month period beginning on January 1 of each year and ending on the following December 31.

"Pre-Tax Contribution Account" means the separate subaccount into which shall be credited the Pre-Tax Contributions made on a Participant’s behalf and earnings on those contributions.

"Pre-Tax Contributions" means all amounts contributed pursuant to Section 3.1 of the Plan other than Roth Contributions.

"Profit Sharing Contributions" means all amounts contributed pursuant to Section 3.3 of the Plan.

“Reduction-in-Force Termination” means any permanent Termination of Employment of an Employee initiated by the Employer or any Affiliated Employer, including any Termination of Employment caused by the sale by the Employer or an Affiliated Employer of an ownership interest in an Affiliated Employer or the assets of a business or business segment, causing the sold Affiliated Employer, business or business segment to cease being (or being part of) an Affiliated Employer, but excluding:

any Termination of Employment, or by early retirement under any retirement arrangement of an Employer applying to that Employee, elected by the Employee before being given notice of any impending Termination of Employment, or pursuant to an election under any special program of retirement incentive offered by the Employer prior to any notice of impending Termination of Employment;

any Termination of Employment by reason of Disability or death;

any Authorized Leave of Absence;

any Termination of Employment for or after “Cause,” as “Cause” is defined in the Chicago Bridge & Iron Salaried Employee Severance Pay Plan as from time to time in effect (the “Severance Plan”), whether or not the Severance Plan applies to the Employee;

any voluntary resignation by the Employee; or

any event that is not a Termination of Employment as defined in Section 1.51.

"Reemployment Commencement Date" means the date on which an Employee who terminates employment with the Employer or all Affiliated Employers first performs an Hour of Service following such Termination of Employment.

"Rollover Contribution Account" means the account into which shall be credited the Rollover Contributions made by a Participant and earnings on those contributions.

"Rollover Contributions" means all amounts contributed pursuant to Section 3.4 of the Plan.

"Roth Contribution Account" means the separate subaccount into which shall be credited the Roth Contributions made on a Participant's behalf and earnings on those contributions.

"Roth Contributions" means all amounts contributed pursuant to Section 3.1(f) of the Plan (including catch-up contributions contributed pursuant to Section 3.1(e)) that are includible in the Participant's gross income at the time deferred and have been irrevocably designated as Roth Contributions by the Participant in his or her deferral election.

“Safe Harbor Matching Contribution” means the fixed Matching Contribution that is contributed to the Plan in accordance with Section 3.2.

"Safe Harbor Notice" means the comprehensive notice that the Employer provides to each Participant eligible to participate in Employer contributions that describes the Participant's rights and obligations under the Plan, written in a manner calculated to be understood by the average Participant. The Safe Harbor Notice shall be given at least 30 days, but not more than 90 days, before the beginning of the Plan Year. If a Participant becomes eligible after the 90th day before the beginning of the Plan Year and does not receive the notice for that reason, the notice must be provided no more than 90 days before the Eligible Employee becomes a Participant, but not later than the date the Employee becomes a Participant.

"Severance Date" means the earlier of (a) the date an Employee retires, dies, quits, or is discharged from employment with the Employer and all Affiliated Employers or (b) the 12-month anniversary of the date on which the Employee was otherwise first absent from employment; provided, however, that if an individual terminates or is absent from employment with the Employer and all Affiliated Employers because of military duty, such individual shall not incur a Severance Date if his employment rights are protected under Federal law and he returns to employment with the Employer or an Affiliated Employer within the period during which he retains such employment rights, but, if he does not return to such employment within such period, his Severance Date shall be the earlier of (1) the anniversary of the date his absence commenced or (2) the last day of the period during which he retains such employment rights.

"Spousal Consent" means written consent given by a Participant's spouse to a designation by the Participant of a specified Beneficiary. That consent shall be duly witnessed by a Plan representative or notary public and shall acknowledge the effect on the spouse of the Participant’s election. The requirement for Spousal Consent may be waived by the Plan Administrator if it is established to its satisfaction that there is no spouse, the Participant is legally separated and such separation allows the change in Beneficiary, or the spouse cannot be located, or because of such other circumstances as may be established by applicable law.

"Statutory Compensation" means wages as defined in Code Section 3401(a) (for purposes of income tax withholding at the source) plus amounts that would be included in wages but for an election under Code Section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b) and all other payments of compensation to an Eligible Employee by the Employer (in the course of the Employer's trade or business) for services to the Employer while employed as an Eligible Employee for which the Employer is required to furnish the Eligible Employee a written statement under Code Sections 604l (d), 6051(a)(3) and 6052. Statutory Compensation must be determined without regard to any rules under Code Section 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)). However, "Statutory Compensation" shall be subject to the following adjustments and limitations:

Amounts paid after a Participant’s severance from employment with the Employer shall be excluded, except as described in Section l .50(b) below.

The following shall be included:

compensation paid by the later of 2-1/2, months after a Participant’s severance from employment with the Employer or the end of the Plan Year that includes the Participant's severance from employment with the Employer, if: (A) the payment is regular compensation for services during the Participant' s regular working hours, or compensation for services outside the Participant’s regular working hours (such as overtime or shift differential), bonuses, commissions, or other similar payments, and, absent a severance from employment, the payments would have been paid to the Participant pant while such Participant continued in employment with the Employer; or (B) such amounts are either payments for unused accrued bona fide sick, vacation, or other leave (but only if the Eligible Employee would have been able to use the leave if employment had continued), or received by a Participant pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid to the Participant at the same time if the Participant had continued in employment with the Employer and only to the extent that the payment is includable in the Participant's gross income.

for Plan Years beginning after December 31, 2008, any differential wage payment (within the meaning of Code Section 3401(h)(2)) made by the Employer to a Participant with respect to any period during which the Participant is performing service in the uniformed services (as defined in Code Section 3401(h)(2)(A)) while on active duty for more than 30 days, which represents all or a portion of the wages the Participant would have received from the Employer if the individual were performing service for the Employer.

The Statutory Compensation of any Participant taken into account for purposes of the Plan shall be limited to $200,000 for any Plan Year, with such limitation to be adjusted automatically to reflect any amendments to Code Section 401(a)( l 7) and any cost-of­ living increases authorized by Code Section 401(a)(17)(B).

For a Participant’s initial year of participation, Statutory Compensation shall be recognized for the entire Plan Year.

“Termination of Employment” occurs when for any reason (other than a layoff for lack of work with recall rights) an individual is no longer an Employee of an Employer or any Affiliated Employer, except that:

If an individual incurs a layoff for lack of work with recall rights, a Termination of Employment shall occur on the first anniversary of the date of layoff, unless the individual has in the interim been recalled to employment with the Employer or an Affiliated Employer.

A Participant’s Deferral Contributions, qualified non-elective contributions and earnings attributable to these contributions shall be distributed on account of the Participant’s severance from employment satisfying the requirements of Section 401(k)(10) of the Code and Treasury Regulations and rulings thereunder, all as in effect at the time of such severance from employment, as determined in the sole discretion of the Plan Administrator. However, such a distribution shall be subject to the other provisions of the Plan regarding distributions, other than provisions that require a separation from service before such amounts may be distributed.

"Trust" means the trust(s) established under the Trust Agreement(s) to hold and invest the contributions made under the Plan and income thereon, and from which Plan benefits are distributed.

"Trust Agreement" means the agreement entered into between the Employer and the Trustee pursuant to Article XI.

"Trustee" means the trustee or trustees by whom the assets of the Plan are held as provided in Article XI.

"Valuation Date" means each business day of the Plan Year. A business day is each day that the New York Stock Exchange is open for the trading of registered securities, or any other date or dates that the Plan Administrator establishes.

"Vested Portion" means the portion of the Account in which the Participant has a nonforfeitable interest as provided in Article VI.

"Vesting Service" means service credited to an Employee for the aggregate of the periods beginning with the Employee's Employment Commencement Date (or Reemployment Commencement Date) and ending on his subsequent Severance Date; provided, however, that an Employee who has a Reemployment Commencement Date within the 12-consecutive-month period following the earlier of the first date of his absence or his Severance Date shall be credited with Vesting Service for the period between his Severance Date and his Reemployment Commencement Date. Fractional periods of a year shall be expressed in terms of days.

An Eligible Employee hired prior to January 1, 2014 who has attained age 21 shall be eligible to participate in the Plan as of the date he satisfies such requirement.

An Eligible Employee hired on or after January 1, 2014 shall be eligible to participate in the Plan:

with respect to Deferral Contributions and Rollover Contributions, on the date he becomes an Eligible Employee; and

with respect to Matching Contributions, Profit Sharing Contributions and corrective contributions described in Section 3.7, the date he or she completes one (1) year of Eligibility Service.

The Plan Administrator or its designee shall notify each Participant who is an Eligible Employee, but who does not currently have in effect an affirmative investment election, about the opportunity and process for making investment elections under the Plan. In addition, the Plan Administrator or its designee shall make available to each Participant a means by which the Participant may designate a Beneficiary. The responsibility for completing and filing a Beneficiary designation rests solely with each Plan Participant.

Any Deferral Contributions elected under this Section 3.1 shall be considered Pre-Tax Contributions and shall be allocated to the Participant’s Pre-Tax Contribution

Employee Initiated Compensation Reduction Election. An Eligible Employee may elect at any time, in the manner prescribed by the Plan Administrator or its designee, to reduce his Compensation payable while a Participant by a specified percentage that is not more than 75% of Compensation, and have that amount contributed to the Plan by an Employer as Pre-Tax Contributions; provided, however, that the Employer may limit the amount of deferrals to the amount sufficient to allow other legally required and elected withholdings and deductions to be withheld from the Eligible Employee's Compensation. An Eligible Employee's initial election to make Pre-Tax Contributions may be effective on the first Enrollment Date that coincides with or immediately follows the Employee's satisfaction of the eligibility requirements under Section 2.1, or on the first day of any subsequent payroll period following processing of the initial deferral election by the Plan Administrator or its designee. Any subsequent election to change the percentage of the Participant’s authorized Compensation reduction shall be effective as of the first day of the payroll period following processing of the Participant's election by the Plan Administrator or its designee, as provided in Section 3.5. A Participant may elect to revoke his deferral election at any time, as described in Section 3.6.

Automatic Increase. A Participant may elect to automatically increase his pre-tax Deferral Contributions each year. Following such an election, each year such Participant's Deferral Contributions shall be increased by an amount equal to 1%, 2% or 3% of such Participant’s Compensation, subject to a maximum deemed Deferral Contributions of 20% of Compensation, unless prior to such anniversary such Participant has made an affirmative election to the contrary.

No Participant shall be permitted to make Deferral Contributions under this Plan, or any other qualified plan maintained by the Employer during any taxable year, in excess of the dollar limitation contained in Section 402(g) of the Code in effect for such taxable year, except to the extent permitted under 3.1(e) of the Plan and Section 414(v) of the Code, if applicable. If a Participant’s Deferral Contributions in a calendar year reach that dollar limitation, his election of Deferral Contributions for the remainder of the calendar year will be canceled. As of the first pay period of the calendar year following such cancellation, the Participant’s election of Deferral Contributions shall again become effective in accordance with his previous election.

In the event that the sum of the Deferral Contributions and similar contributions to any other qualified defined contribution plan maintained by an Employer or an Affiliated Employer exceeds the dollar limitation under paragraph (b) for any calendar year, the Participant shall be deemed to have elected a return of Deferral Contributions in excess of such limit ("excess deferrals") from this Plan. The excess deferrals, together with Earnings, shall be returned to the Participant no later than the April 15 following the end of the calendar year in which the excess deferrals were made. The amount of excess deferrals to be returned for any calendar year shall be reduced by any Deferral Contributions previously returned to the Participant under Section 3.7(a)(ii) for that calendar year. In the event any Deferral Contributions returned under this paragraph (c) were matched by deferred Matching Contributions under Section 3.2, those deferred Matching Contributions, together with earnings thereon, shall be forfeited and used to reduce Employer contributions.

If a Participant makes tax-deferred contributions under another qualified defined contribution plan maintained by an employer other than the Employer or an Affiliated Employer for any calendar year and those contributions when added to his or her Deferral Contributions under this Plan exceed the dollar limitation under Section 3.l(b) above for that calendar year, the Participant may allocate all or a portion of such excess deferrals to this Plan. In that event, the excess deferrals, together with Earnings, as allocated shall be returned to the Participant no later than the April 15 following the end of the calendar year in which the excess deferrals were made. However, the Plan shall not be required to return excess deferrals unless the Participant notifies the Plan Administrator, in writing, by March 1 of that following calendar year of the amount of the excess deferrals allocated to this Plan. In addition, the amount of any excess deferrals to be returned for any calendar year shall be reduced by any Deferral Contributions previously returned to the Participant under Section 3.7(a)(ii) for that calendar year. In the event any Deferral Contributions    returned under this Section 3.1(d) were matched by Matching Contributions under Section 3.2, those Matching Contributions, together with earnings thereon, shall be forfeited and used to reduce Employer contributions.

All Eligible Employees who have attained age fifty (50) before the close of the Plan Year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Code Section 4 l 4(v). Such catch-up contributions shall not be taken into account 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 Sections 40l(k)(3), 40l(k)(l1), 40l(k)(l2), 40l(k)(l3), 410(b), or 416, as applicable, by reason of the making of such catch-up contributions. For Plan Years beginning on and after January 1, 2014, Catch-up contributions shall be eligible for Matching Contributions. Catch-up contributions shall be fully vested at all times and not subject to forfeiture for any reason.

All Roth Contributions are permitted for periods beginning on and after June 1, 2010. Unless specifically stated otherwise in this Section 3.1(f), Roth Contributions shall be treated in the same manner as Pre-Tax Contributions for all purposes under the Plan, including, but not limited to, applicability of the 75% compensation deferral limit and the availability of catch-up contributions and Matching Contributions. Roth Contributions shall be fully vested at all times and not subject to forfeiture for any reason. A Participant’s Roth Contributions will be separately accounted for, as will gains and losses attributable to the Roth Contributions. No contributions other than Roth Contributions and properly attributable earnings will be credited to a Participant's Roth Contribution Account. The Plan must also maintain a record of a Participant’s investment of the Roth Contributions (i.e., designated Roth Contributions that have not been distributed).

For each payroll period beginning on and after January 1, 2014, subject to the limitations described in Section 3.7, the Employer shall contribute to the Plan on behalf of each Participant who made Deferral Contributions (whether or not designated as Roth Contributions or Catch-up Contributions) a Safe Harbor Matching Contribution equal to: (i) 100% of the Deferral Contributions that are not in excess of 3% of the Participant's Compensation, plus (ii) 50% of the amount of the Deferral Contributions that exceed 3% of the Participant's Compensation but that do not exceed 5% of the Participant's Compensation.

In addition, for each Participant for whom Deferral Contributions were made for a Plan Year, the Employer shall contribute to the Trust, as a "true up" Matching Contribution, an amount equal to the difference, if any, between (1) the Matching Contribution, if any, made pursuant to Section 3.2(a) on a per payroll basis and (2) the maximum annual Matching Contribution, if any, determined based upon the Participant’s Compensation and Deferral Contributions for the Plan Year.

Matching Contributions for Plan Years beginning prior to January 1, 2014, are subject to the vesting requirements of Article VI below. In no event may the Matching Contributions be paid to the Trustee later than the time required by law for filing the Employee's federal income tax return (with extensions) for the year with respect to which the contribution is made. If Safe Harbor Matching Contributions are made separately with respect to each payroll period (or with respect to all payroll periods ending with or within each month or quarter of a Plan Year), such Safe Harbor Matching Contributions must be contributed to the Plan by the last day of the immediately following Plan Year quarter.

The Employer may, in its sole and absolute discretion, contribute to the Plan for any Plan Year, a Profit Sharing Contribution equal to a percentage of each Participant's Compensation, provided that:

for Plan Years beginning prior to January 1, 2014, in order to receive an allocation of Profit Sharing Contributions, a Participant must:

complete 1,000 Hours of Service during the Plan Year,

be employed by the Employer or an Affiliated Employer as of the last day of the Plan Year

die, become disabled or retire on or after age 65 during the Plan Year.

A Participant who transfers employment during the Plan Year to Chicago Bridge & Iron Company or any entity which has adopted the Chicago Bridge & Iron Savings Plan, and (A) is employed by such entity on the last day of the Plan Year, and (B) during the Plan Year completed a combined total of 1,000 or more Hours of Service with the Employer and Chicago Bridge & Iron Company (or any entity which has adopted the Chicago Bridge & Iron Savings Plan); or

A Participant who transfers employment during that Plan Year to work outside of the United States on a non-U.S. based payroll, and (A) is employed by an affiliated non-U.S. entity on the last day of the Plan Year, and (B) during the Plan Year completed a combined total of 1,000 or more Hours of Service with the Employer and its non-U.S. affiliate.

for Plan Years beginning on and after January 1, 2014, a Participant must be employed by the Employer or an Affiliated Employer as of the last day of the Plan Year in order to receive an allocation of the Profit Sharing Contribution.

The allocation to each eligible Participant’s Employer Profit Sharing Contribution Account shall be that po1tion of the Profit Sharing Contribution which is in the same proportion that each eligible Participant’s Compensation bears to the total of all such eligible Participants’ Compensation.

Profit Sharing Contributions are subject to the vesting requirements of Article VI below. Profit Sharing Contributions shall be paid to the Trustee at such time or times as the Board of Directors shall determine, but not later than the due date, with extensions, for the Employer's federal income tax return.

With the consent of the Plan Administrator, Eligible Employees and Participants may transfer amounts from other corporate and noncorporate plans, provided that the trust from which such funds are transferred permits the transfer to be made and the transfer will not jeopardize the tax exempt status of the Plan or create adverse tax consequences for the Employer. The Plan will accept Rollover Contributions and/or direct rollovers of distributions made after December 31, 2001 from: qualified plans described in Code Section 401(a) or 403(a), excluding after-tax employee contributions; annuity contracts described in Code Section 403(b), excluding after-tax employee contributions; and eligible plans under Code Section 457(b) which are maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. The Plan will also accept Rollover Contributions of the portion of a distribution from an individual retirement account described in Code Section 408(a) that is eligible to be rolled over and would otherwise be includible in gross income. The amounts transferred shall be allocated to the Participant’s Rollover Contribution Account. The Plan will accept a Rollover Contribution to a Roth Contribution Account only if it is a direct rollover from another Roth elective deferral account under an applicable retirement plan 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 Plan will not accept a rollover contribution from a Roth IRA described in Code Section 408A.

Such Rollover Contribution Account shall be fully vested at all times and shall not be subject to forfeiture for any reason. Amounts in a Participant's Rollover Contribution Account shall be held by the Trustee pursuant to the provisions of this Plan and may be withdrawn by or distributed to the Participant, in whole or in part,

Upon termination of employment, or such other date when the Participant or his or her Beneficiary shall be entitled to receive benefits, the fair market value of the Participant's Rollover Contribution Account shall be used to provide additional benefits to the Participant or his or her Beneficiary. A Participant’s Rollover Contribution Account shall not be considered as part of the Participant's benefit in determining whether an involuntary cash-out of benefits without Participant consent may be made.

Prior to accepting any transfers to which this Section applies, the Plan Administrator may require the Employee to establish that the amounts to be transferred to this Plan meet the requirements of this Section and may also require the Employee to provide an opinion of counsel satisfactory to the Employer that the amounts to be transferred meet the requirements of this Section.

Notwithstanding anything herein to the contrary, a transfer directly to this Plan from another plan (or a transaction having the effect of such a transfer) shall only be permitted if it will not result in the elimination or reduction of any benefit protected by the provisions of Code Section 411(d)(6).

Limitation Based on Actual Deferral Percentage: This Section 3.7(a) shall be construed and administered in accordance with the requirements of Code Section 40l(k), Treas. Reg. Section l.401(k)-2, and any subsequent IRS guidance issued under applicable Code provisions, all of which materials shall be incorporated in the Plan by reference. The Actual Deferral Percentage for Highly Compensated Employees who are Participants or eligible to become Participants shall not exceed the Actual Deferral Percentage for the preceding Plan Year for all other Employees who were Participants or were eligible to become Participants multiplied by l.25. If the Actual Deferral Percentage does not meet the foregoing test, the Actual Deferral Percentage for Highly Compensated Employees may not exceed the lesser of the Actual Deferral Percentage for the preceding Plan Year for all other Employees who were Participants or were eligible to become Participants plus two (2) percentage points or such Actual Deferral Percentage multiplied by 2.0. For Plan Years beginning prior to January 1, 2014, the Plan shall be considered to be using the "prior year testing method" as such term is defined in Treas. Reg. Section l .401(k)-6. For Plan Years beginning on and after January 1, 2014, the Plan shall be considered to be using the "current year testing method."

Any distribution of Deferral Contributions subject to reduction under this Section ("excess contributions") shall be made to Highly Compensated Employees by leveling based on the amount of contributions by, or on behalf of, such employees.

Excess contributions, together with Earnings, shall be paid to the Participant before the close of the Plan Year following the Plan Year in which the excess contributions were made and, to the extent practicable, within 2-1/2 months of the close of the Plan Year in which the excess contributions were made. In the event any Deferral Contributions returned under this Section 3.7(a) were matched by Matching Contributions, such corresponding Matching Contributions, together with Earnings thereon, to the extent vested shall be paid to the Participant and to the extent forfeitable under the Plan shall be forfeited and used to reduce Employer contributions.

Limitation Based on Contribution Percentage: This Section 3.7(b) shall be construed and administered in accordance with the requirements of Code Section 401(m), Treas. Reg. Section l.401(m)-2, and any subsequent IRS guidance issued under applicable Code provisions, all of which materials shall be incorporated in the Plan by reference. The Actual Contribution Percentage for Highly Compensated Employees who are Participants or eligible to become Participants shall not exceed the Actual Contribution Percentage for the preceding Plan Year for all other Employees who were Participants or were eligible to become Participants multiplied by 1.25. If the Actual Contribution Percentage does not meet the foregoing test, the Actual Contribution Percentage for Highly Compensated Employees may not exceed the lesser of the Actual Contribution Percentage for the preceding Plan Year for all other Employees who were Participants were eligible to become Participants plus two (2) percentage points or such Actual Contribution Percentage multiplied by 2.0. For Plan Years beginning prior to January 1, 2014, the Plan shall be considered to be using the "prior year testing method" as such term is defined in Treas. Reg. Section l.401(m)-5. For Plan Years beginning on and after January 1, 2014, the Plan shall be considered to be using the “current year testing method.”

Any distribution of Matching Contributions subject to reduction under this Section ("excess aggregate contributions") shall be made to Highly Compensated Employees by leveling based on the amount of contributions by, or on behalf of, such employees.

Any excess aggregate contributions, together with Earnings thereon, shall be reduced, with the vested Matching Contributions being paid to the Participant and the Matching Contributions which are forfeitable under the Plan being forfeited and applied to reduce Employer contributions.

The multiple use test described in prior Treas. Reg. Section 1.401(m)-2 shall not apply for any Plan Year.

If any Highly Compensated Employee is a participant in another qualified plan of the Employer or an Affiliated Employer, other than an employee stock ownership plan described in Code Section 4975(e)(7), under which pre-tax deferral contributions or matching contributions are made on behalf of the Highly Compensated Employee or under which the Highly Compensated Employee makes after-tax contributions, the Plan Administrator shall implement rules, which shall be uniformly applicable to all employees similarly situated, to take into account all such contributions for the Highly Compensated Employee under all such plans in applying the limitations of this Section. If any other such qualified plan has a plan year other than the Plan Year, the contributions to be taken into account in applying the limitations of this Section will be those made on the plan years ending with or within the same calendar year.

In the event that this Plan is aggregated with one or more other plans to satisfy the requirements of Code Sections 401(a)(4) and 410(b) (other than for purposes of the average benefit percentage test) or if one or more other plans is aggregated with this Plan to satisfy the requirements of such sections of the Code, then the provisions of this Section 3.7 shall be applied by determining the Actual Deferral Percentage and Actual Contribution Percentage of employees as if all such plans were a single plan. If this Plan is permissively aggregated with any other plan or plans for purposes of satisfying the provisions of Code Section 401(k)(3), the aggregated plans must

The Plan Administrator may authorize that special "qualified non-elective contributions" shall be made for a Plan Year, which shall be allocated in such amounts and to such Participants who are not Highly Compensated Employees, as the Plan Administrator shall determine; provided, however, that such contributions cannot be taken into account for purposes of this Section 3.7 for a Plan Year to the extent the contributions exceed the limitations set out in Treas. Reg. Sections l.401(k)-2(a)(6)(iv), l.401(m)-2(a)(5) and 1.401(m)-2(a)(6). The Plan Administrator shall establish such separate accounts as may be necessary. Qualified non-elective contributions shall be 100% non-forfeitable when made. Qualified non-elective contributions made for the Plan Year shall be used to satisfy the tests described in subsections (a) and (b) above. The provisions of this Section 3.7(f) shall be subject to any applicable regulations which may be issued.

The Plan shall satisfy the requirements of Code Sections 401(k)(3) and 401(m)(2) and the regulations thereunder as in effect from time to time, and such requirements are incorporated herein by reference.

Effective for limitation years beginning after December 31, 2001, except to the extent permitted under Code Section 414(v), if applicable, the annual addition that may be contributed or allocated to a Participant’s Account under the Plan for any limitation year shall not exceed the lesser of (a) $40,000, as adjusted for increases in the cost-of-living under Code Section 415(d), or (b) 100% of the Participant's Statutory Compensation for the limitation year.

For purposes of this Section 3.8, the term "limitation year" shall mean the Plan Year.

For purposes of this Section 3.8, the term "annual addition" shall mean the sum for any limitation year of Employee contributions, Employer contributions, and forfeitures as provided in Code Section 415(c)(2) and applicable regulations, including Treas. Reg. Section 1.415(c)-1(b).

If the annual addition to a Participant's Account for any Plan Year, prior to the application of the limitation set forth in Section 3.8(a) above, exceeds that limitation, the Employer may use any appropriate correction under the Employee Plans

If the Commissioner of Internal Revenue, on timely application made after the initial establishment of the Plan, determines that the Plan is not qualified under Code Section 401(a), or refuses, in writing, to issue a determination as to whether the Plan is so qualified, the Employer's contribution is made on or after the date on which that determination or refusal is applicable shall be returned to the Employer. The return shall be made within one year after the denial of initial qualification. The provisions of this Section 3.9(a) shall apply only if the application for the determination is made by the time prescribed by law for filing the Employer's return for the taxable year in which the Plan was adopted, or such later date as the Secretary of the Treasury may prescribe.

The Employer's contributions to the Plan are conditioned upon their deductibility under Code Section 404. If all or part of the Employer's deductions for contributions to the Plan are disallowed by the Internal Revenue Service, the portion of the contributions to which that disallowance applies shall be returned to the Employer without interest but reduced by any investment loss attributable to those contributions. The return shall be made within one year after the disallowance of the deduction.

The Employer may recover without interest the amount of its contributions to the Plan made on account of a mistake of fact, reduced by any investment loss attributable to those contributions, if recovery is made within one year after the date of those contributions.

In the event that Deferral Contributions made under Section 3.1 are returned to the Employer in accordance with the provisions of this Section 3.9, the elections to reduce Compensation which were made by Participants on whose behalf those contributions were made shall be void retroactively to the beginning of the period for which those contributions were made. The Deferral Contributions so returned shall be distributed in cash to those Participants for whom those contributions were made, provided, however, that if the contributions are returned under the provisions of Section 3.9(a) above, the amount of Deferral Contributions to be distributed to Participants shall be adjusted to reflect any investment gains or losses attributable to those contributions.

Except as provided in Section 4.7(a) with respect to Employer Stock, one hundred percent (l00%) investment in any one (l) Investment Fund;

In more than one (1) Investment Fund allocated in multiples of one percent (1%).

Limits on the frequency with which a Participant may submit investment directions;

Limits on the frequency with which a Participant may transfer in and out of Investment Funds;

Limits on the dollar value of transactions;

Fees when a Participant transfers out of an Investment Fund within a certain period of time after transferring into the Fund;

Restrictions on the means by which a Participant may submit investment directions; and

Such other procedures which the Plan Administrator or the Plan's service provider determines to be appropriate to prevent or discourage frequent trading activity.

Contribution Limit. Notwithstanding anything in the Plan to the contrary, effective January l, 2012, no contributions to the Plan may be invested in the Stock Fund and no amounts may be transferred from any other Investment Fund into the Stock Fund.

Fiduciary Duty of Named Fiduciary. The Plan Administrator shall act as the Named Fiduciary, and the Named Fiduciary shall continuously monitor the suitability under the fiduciary duty rules of ERISA Section 404(a)(l) (as modified by ERISA Section 404(a)(2)) of acquiring and holding Employer Stock.

Execution of Purchases and Sales. Purchases and sales of Employer Stock shall be made on the open market on the date on which the Trustee receives in good order all information and documentation necessary to accurately effect such purchases and sales or (i)    if later, in the case of purchases, the date on which the Trustee has received a transfer of the funds necessary to make such purchases, (ii) as otherwise provided in the applicable service agreement, or (iii) as provided in paragraph (d) below. Such general rules shall not apply in the following circumstances:

If the Trustee is unable to determine the number of shares required to be purchased or sold on such day;

If the Trustee is unable to purchase or sell the total number of shares required to be purchased or sold on such day as a result of market conditions; or

If the Trustee is prohibited by the Securities and Exchange Commission, the New York Stock Exchange, or any other regulatory body from purchasing or selling any or all of the shares required to be purchased or sold on such day.

Purchases and Sales from or to Employer. If directed by the Employer in writing prior to the trading date, the Trustee may purchase or sell Employer Stock from or to the Employer if the purchase or sale is for adequate consideration (within the meaning of ERISA Section 3(18)) and no commission is charged. If Employer contributions or contributions made by the Employer on behalf of the Participants under the Plan are to be invested in Employer Stock, the Employer may transfer Employer Stock in lieu of cash to the Trust. In such case, the shares of Employer Stock to be transferred to the Trust will be valued at a price that constitutes adequate consideration (within the meaning of ERISA Section 3(18)).

Securities Law Reports. The Named Fiduciary shall be responsible for filing all reports required under Federal or state securities laws with respect to the Trust's ownership of Employer Stock; including, without limitation, any reports required under Section 13 or 16 of the Securities Exchange Act of 1934 and shall immediately notify the Trustee in writing of any requirement to stop purchases or sales of Employer Stock pending the filing of any report. The Trustee shall provide to the

Voting and Tender Offers. Notwithstanding any other provision of the Trust Agreement the provisions of this Subsection shall govern the voting and tendering of Employer Stock. For purposes of this Subsection, each Participant shall be designated as a named fiduciary under ERISA with respect to shares of Employer Stock that reflect that portion, if any, of the Participant's interest in the Stock Fund not acquired at the direction of the Participant in accordance with ERISA Section 404(c).

When the issuer of the Employer Stock prepares for any annual or special meeting, the Employer shall notify the Trustee thirty (30) days in advance of the intended record date and shall cause a copy of all proxy solicitation materials to be sent to the Trustee. If requested by the Trustee, the Employer shall ce1tify to the Trustee that the aforementioned materials represent the same information that is distributed to shareholders of Employer Stock. Based on these materials the Trustee shall prepare a voting instruction form. At the time of mailing of notice of each annual or special stockholders' meeting of the issuer of the Employer Stock, the Employer shall cause a copy of the notice and all proxy solicitation materials to be sent to each Participant with an interest in Employer Stock held in the Trust, together with the foregoing voting instruction form to be returned to the Trustee or its designee. The form shall show the proportional interest in the number of full and fractional shares of Employer Stock credited to the Participant's sub-Accounts held in the Stock Fund. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants.

Each Participant with an interest in the Stock Fund shall have the right to direct the Trustee as to the manner in which the Trustee is to vote (including not to vote) that number of shares of Employer Stock

Upon commencement of a tender offer for any securities held in the Trust that are Employer Stock, the Employer shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock that are credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant’s proportional interest in the Stock Fund (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants.

Each Participant with an interest in the Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Stock that are credited to the Participant’s Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Stock Fund (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Employer Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Employer under the preceding paragraph. These directions shall be held in confidence by the Trustee and shall not be divulged to the Employer, or any officer or employee thereof, or any other person, except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of Employer Stock that are credited to the Participant’s Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participant’s proportional interest in the Stock Fund for which the Trustee has received no direction from the Participant.

A Participant who has directed the Trustee to tender some or all of the shares of Employer Stock that reflect the Participant's proportional interest in the Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee.

A direction by a Participant to the Trustee to tender shares of Employer Stock that reflect the Participant's proportional interest in the Stock Fund shall not be considered a written election under the Plan by the Participant withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from that interest. Pending receipt of direction (through the Plan

Shares Credited. If accounting with respect to the Stock Fund is by units of participation, then for all purposes of this Section 4.7, the number of shares of Employer Stock deemed "reflected" in a Participant's proportional interest shall be determined as of the last preceding valuation date. The trade date is the date the transaction is valued.

General. With respect to all rights other than the right to vote, the right to tender, and the right to withdraw shares previously tendered, in the case of Employer Stock credited to a Participant's Account or a Participant’s proportional interest in the Stock Fund, the Trustee shall follow the directions of the Participant and if no such directions are received, the directions of the Named Fiduciary. The Trustee shall have no duty to solicit directions from Participants.

Conversion. All provisions in this Section 4.7 shall also apply to any securities received as a result of a conversion to Employer Stock.

Diversification out of Employer Stock. Notwithstanding anything herein to the contrary and in addition to the general Employer Stock diversification rights otherwise available under the Plan, the following rules shall apply:

With respect to the portion of a Participant’s or Beneficiary’s Account attributable to:

Matching and/or Profit Sharing Contributions and invested in Employer Stock, the Participant or Beneficiary shall be permitted to exchange out of Employer Stock into any other permissible investment otherwise available, no later than the date on which either (1) or (2) below is applicable:

If a Participant has completed at least three years of      service, or

If a Beneficiary is the Beneficiary of a Participant     who is either described in (1) above or who is deceased.

Pre-Tax, Roth and/or Rollover Contributions and invested in Employer Stock, the Participant or Beneficiary shall immediately be

The Plan must have no fewer than three permissible investments, other than Employer Stock, each of which must be diversified and have materially different risk and return characteristics. A Participant or Beneficiary who is permitted to exchange out of Employer Stock must be permitted to direct the investment of the proceeds from such an exchange out of Employer Stock into the permissible     investments described in this Section 4.7(j)(ii). Notwithstanding anything to the contrary in this section 4.7(j)(ii):

The Plan shall not be treated as failing to meet the requirements of this section 4.7(j)(ii) merely because the Plan limits the time for divestment and reinvestment to periodic, reasonable opportunities occurring no less frequently than quarterly, and

Except as provided in otherwise applicable guidance, the Plan shall not impose restrictions or conditions with respect to the investment of Employer Stock that are not imposed on the investment of other assets of the Plan. This subsection (B) shall not apply to any restrictions or conditions imposed by reason     of the application of securities law.

contributions and loan repayments shall be credited as of the Valuation Date coincident with or next following the date the amounts are actually invested in the applicable Investment Funds, in accordance with the Trustee's customary procedures;

withdrawals, distributions, and loan disbursements shall be deducted as of the Valuation Date coincident with or next following the date the required document is processed by the Trustee, in accordance with its usual procedures; and

transfers between Investment Funds shall be reflected as of their effective date under Section 4.5.

Fully Vested Accounts

Except as otherwise provided in Section 6.1 and in subsection (b), below, a Participant shall be vested in, and have a non-forfeitable right to, his Employer Matching Contribution Account (excluding Matching Contributions for Plan Years beginning on and after January 1, 2014) and Employer Profit Sharing Contribution Account in accordance with the following schedule:

Notwithstanding the foregoing, a Participant shall be 100% vested in, and have a nonforfeitable right to, his Employer Matching Contribution Account and Employer Profit Sharing Contribution Account (i) upon attainment of age 65, or upon his death, Disability, retirement on or after age 65, in each case, in the employment of an Employer or an Affiliated Employer; or (ii) his employment terminates by reason of a Reduction-in-Force Termination.

The following rules describe how Vesting Service earned before and after a period of Break in Service of five years shall be applied for purposes of determining a Participant’s vested interest in his Employer Matching Contribution Account and Employer Profit Sharing Contribution Account.

If a Participant has a period of Break in Service of five years, all years of Vesting Service earned by the Participant after such period of Break in Service shall be disregarded in determining the Participant’s vested interest in his Employer Matching Contribution Account and Employer Profit Sharing Contribution Account balances attributable to employment before such Break in Service. In addition, Vesting Service earned before a period of Break in Service of five years shall be disregarded in determining the Participant's vested interest in his Employer Matching Contribution Account and Employer Profit Sharing Contribution Account balances attributable to employment after such Break in Service.

If a Participant has a period of Break in Service of less than five years, Vesting Service earned both before and after such Break in Service shall be included in determining the Participant’s vested interest in his Employer Matching Contribution Account and Employer Profit Sharing Contribution Account balances attributable to employment both before and after such Break in Service.

Notwithstanding the vesting schedule above, upon the complete discontinuance of contributions to the Plan or upon any full or partial termination of the Plan, all amounts credited to the Account of any affected Participant shall become 100% vested and shall not thereafter be subject to forfeiture.

The computation of a Participant's Vested Portion of his interest in the Plan shall not be reduced as the result of any direct or indirect amendment to this Plan. For this purpose, the Plan shall be treated as having been amended if the Plan provides for an automatic change in vesting due to a change in top heavy status. In the event that the Plan is amended to change or modify any vesting schedule, a Participant with at least three (3) whole years of Vesting Service as of the expiration date of the election period may elect to have his Vested Portion computed under the Plan without regard to such amendment. If a Participant fails to make such election, then such Participant shall be subject to the new vesting schedule. The Participant’s election period shall commence on the adoption date of the amendment and shall end 60 days after the latest of:

the adoption date of the amendment,

the effective date of the amendment, or

the date the Participant receives written notice of the amendment from the Employer or Plan Administrator.

Upon termination of employment of a Participant who was not fully vested in his Employer Matching Contribution Account or Employer Profit Sharing Contribution Account, the non-vested portion of such Accounts shall remain in the Participant's Account until the Participant has a period of Break in Service of five years or receives a distribution of the Vested Portion of his Account, if earlier. If a former Participant, who has not received a distribution of the Vested Portion of his Account, is not reemployed by the Employer or an Affiliated Employer before he has a Break in Service of five years or receives such a distribution, the non-vested portion of his Employer Matching Contribution Account or Employer Profit Sharing Contribution Account shall be forfeited.    

First, to pay Plan administration expenses, and

Next, to reduce the Employer's Matching Contribution or Profit Sharing Contribution for the Plan Year in which such forfeitures occur.

If a portion of a Participant’s Employer Matching Contribution Account or Employer Profit Sharing Contribution Account has been forfeited in accordance with paragraph (a) above, that amount shall be subsequently restored to the Participant's Employer Matching Contribution Account or Employer Profit Sharing Contribution Account, whichever is applicable, provided (i) he is reemployed by an Employer or an Affiliated Employer before he has a period of Break in Service of five years, and, except as provided in paragraph (c) below, (ii) he repays to the Plan during his period of reemployment and within five years of his date of reemployment an amount in cash equal to the full amount distributed to him, if any, from the Plan on account of his termination of employment, other than Rollover Contributions made under Section 3.4; provided, however, that he may elect to repay to the Plan all or part of this amount as well.

In the event that any amounts to be restored by an Employer to a Participant's Employer Matching Contribution Account or Employer Profit Sharing Contribution

Generally, repayments under this Section must be made in a lump sum within five years of a Participant's reemployment. A repayment shall be invested in the available Investment Funds as the Participant elects at the time of repayment.

Expenses for (or necessary to obtain) medical care that would be deductible under Code Section 213(d) (determined without regard to whether the expenses exceed 7.5% of adjusted gross income) and expenses for or necessary to obtain medical care that would be deductible under Code Section 213(d) (determined without regard to whether the expenses exceed 7.5% of adjusted gross income);

Costs directly related to the purchase of a principal residence of the Participant (excluding mortgage payments);

Payment of tuition and related educational foes, and room and board expenses, for up to the next twelve (12) months of post-secondary education for the Participant or the Participant's spouse, children, or dependents (as defined in Code Section 152, and without regard to Code Sections 152(b)(l), (b)(2) and (d)(l)(B));

Payments necessary to prevent the eviction of the Participant from his or her principal residence or foreclosure on the mortgage of the Participant's principal residence;

Payments for burial or funeral expenses for the Participant’s deceased parent, spouse, children or dependents (as defined in Code Section 152, and without regard to Code Section 152(d)(l)(B));

Expenses for the repair of damage to the Participant's principal residence that would qualify for the casualty deduction under Code Section 165 (determined without regard to whether the loss exceeds 10% of adjusted gross income); or

Such other financial needs that the Commissioner of Internal Revenue may deem to be immediate and heavy financial needs through the publication of revenue rulings, notices, and other documents of general applicability.

An application for a loan by a Participant shall be made to the Plan Administrator, or to its designee, in the manner described in the Plan's loan policy, whose action in approving or disapproving the application shall be final.

Each loan shall be evidenced by a promissory note payable to the Plan and shall bear interest at a rate to be fixed by the Plan Administrator. The Plan Administrator shall determine a reasonable rate of interest based on the prevailing interest rates charged by persons in the business of lending money for loans which would be made under similar circumstances. The interest rate shall remain fixed throughout the duration of the loan.

The period of repayment for any loan shall be arrived at by mutual agreement between the Plan Administrator and the Participant. That period shall not exceed five (5) years, except that a payment period of ten (10) years will be allowed if the loan is being used for the purchase of a principal residence of the Participant.

Payments of principal and interest will be made by payroll deductions or in a manner agreed to by the Participant and the Plan Administrator in substantially level amounts, but no less frequently than quarterly, in an amount sufficient to amortize the loan over the repayment period.

If a loan is not repaid in accordance with the terms contained in the promissory note and a default occurs, the Plan may execute upon its security interest in the Participant's Account under the Plan to satisfy the debt; however, amounts in a Participant's Account may not be offset and used to satisfy the payment of such loan (including interest) prior to the earliest time such amounts would otherwise be permitted to be distributed under applicable law.

Unless a Participant elects otherwise, distribution of the Vested Portion of a Participant’s Account shall be made as soon as administratively practicable following the latest of: (i) the Participant's Severance Date; (ii) the sixty-fifth (65th) anniversary of the Participant's date of birth; or (iii) the tenth (10th) anniversary of the date on which he or she became a Participant (but not more than sixty (60) days after the close of the Plan Year in which the latest of (i), (ii), or (iii) occurs). Notwithstanding the preceding, the failure of a Participant to elect to receive a distribution shall be deemed an election to defer the receipt of payment of the Vested Portion of the Participant’s Account until the Participant's required beginning date as described in Section 9.4, if later.

In lieu of a distribution as described in Section 9.3(a) above, a Participant may, in accordance with such procedures as the Plan Administrator shall prescribe, elect to have the distribution of the Vested Portion of his or her Account made as soon as administratively practicable after any Valuation Date coincident with or following his or her Severance Date which is before the date described in subsection (a) above.

Notwithstanding the provisions of subsections (a) and (b), beginning effective June 1, 2010, if the value of the Vested Portion of the Participant’s Account amounts to $5,000 or less, a lump sum payment shall automatically be made as soon as administratively practicable following the Participant’s Severance Date; provided, however, that in the event of an involuntary cash-out of benefits greater than $1,000, if the Participant does not elect to receive the distribution directly or to have such distribution paid directly to an eligible retirement plan specified by the Participant in a direct rollover, then the Plan Administrator will pay the distribution in a direct rollover to an individual retirement plan designed by the Plan Administrator. For purposes of this Section 9.3(c), the value of the Vested Portion of the Participant’s Account shall be calculated by excluding any portion attributable to Rollover Contributions.

In the case of the death of a Participant before his or her benefits commence, the Vested Portion of his or her Account shall be distributed to his or her Beneficiary in one lump sum as soon as administratively practicable following the Participant’s date of death.

General rules

Effective Date. The provisions of this Section 9.4 will apply for purposes of determining minimum distributions for calendar years beginning with the 2003 calendar year.

Precedence. The requirements of this Section will take precedence over any inconsistent provisions of the Plan.

Requirements of Treasury Regulations Incorporated. All distributions required under this Plan as amended will be determined and made in accordance with the Treasury regulations under Code Section 40l(a)(9).

Time and Manner of Distribution

Required Beginning Date. The Participant's entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s required beginning date.

Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, no later than as follows:

If the Participant’s surviving spouse is the Participant's sole designated Beneficiary, then, except as otherwise elected under Section 9.4(f), distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Pa1ticipant died, or by December 31 of the calendar year in which the Participant would have attained age 70-1/2, if later.

If the Participant's surviving spouse is not the sole designated Beneficiary; then, except as otherwise elected under Section 9.4(f), distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

If there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant's entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary and the surviving spouse dies after the

Forms of Distribution. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance with Sections 9.4(c) and (d). If the Participant's interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Code Section 40l(a)(9) and the Treasury Regulations.

Required Minimum Distributions During Participant's Lifetime

Amount of Required Minimum Distribution for Each Distribution Calendar Year. During the Participant's lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:

The quotient obtained by dividing the Participant's account balance by the distribution period in the Uniform Lifetime Table set forth in Section l.401(a)(9)-9 of the Treasury Regulations, using the Participant's age as of the Participant's birthday in the distribution calendar year; or

If the Participant’s sole designated Beneficiary for the distribution calendar year is the Participant's spouse, the quotient obtained by dividing the account balance by the number in the Joint and Last Survivor Table set forth in Section l.401(a)(9)-9 of the Treasury regulations, using the Participant’s and spouse's attained ages as of the Participant's and spouse's birthdays in the distribution calendar year.

Lifetime Required Minimum Distributions Continue through Year of Participant’s Death. Required minimum distributions will be determined under this Section 9.4(c) beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death.

Required Minimum Distributions After Participant’s Death

Death On or After Date Distributions Begin

Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s designated Beneficiary, determined as follows:

The Participant's remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

If the Participant's surviving spouse is the Participant's sole designated Beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant’s death using the surviving spouse's age as of the spouse's birthday in that year. For distribution calendar years after the year of the surviving spouse's death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse's birthday in the calendar year of the spouse's death, reduced by one for each subsequent calendar year.

If the Participant's surviving spouse is not the Participant’s sole designated Beneficiary, the designated Beneficiary’s remaining life expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant's death, reduced by one for each subsequent year.

No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no designated Beneficiary as of September 30 of the year after the year of the Participant's death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient

Death Before Date Distributions Begin

Participant Survived by Designated Beneficiary. Except as otherwise provided in Section 9.4(f), if the Participant dies before the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant’s account balance by the remaining life expectancy of the Participant's designated Beneficiary, determined as provided in Section 9.4(d)(i).

No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant's surviving spouse is the Participant’s sole designated    Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section 9.4(b)(2)(A), this Section 9.4(d)(2) will apply as if the surviving spouse were the Participant.

Definitions

Designated Beneficiary. The individual who is designated as the Beneficiary under Section 1.5 of the Plan and is the designated Beneficiary under Code Section 40l(a)(9) and Section 1.401(a)(9)-1, Q&A-4, of the Treasury Regulations.

Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant's required beginning date. For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section 9.4(b)(2). The required minimum distribution for the

Life expectancy. Life expectancy as computed by use of the Single Life Table in Section l .401(a)(9)-9 of the Treasury Regulations.

Required beginning date. The "required beginning date" of a Participant is the later of the April 1 of the calendar year following the calendar year in which the Participant attains age 70-1/2 or retires, except that benefit distributions to a 5-percent owner (as defined in Code Section 416) must commence by the April 1 of the calendar year following the calendar year in which the Participant attains 70-1/2, even if such Participant has not retired.

Participants or Beneficiaries May Elect 5-Year Rule. Participants or Beneficiaries may elect on an individual basis whether the 5-year rule or the life expectancy rule in Sections 9.4(b) and 9.4(d) apply to distributions after the death of a Participant who has a designated Beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to begin under Section 9.4(b), or by September 30 of the calendar year which contains the fifth anniversary of the Participant’s (or, if applicable, the surviving spouse's) death. If neither the Participant nor the Beneficiary makes an election under this Section 9.4(d), distributions will be made in accordance with Sections 9.4(b) and 9.4(d).

2009 Required Minimum Distributions. Notwithstanding the preceding paragraphs of this Section 9.4, a Participant or Beneficiary who would have been required to receive required minimum distributions for 2009 but for the enactment of Code Section 401(a)(9)(H) ("2009 RMDs"), and who would have satisfied that requirement by receiving distributions that are (1) equal to the 2009 RMDs or (2) one or more payments in a series of substantially equal distributions (that include

Notwithstanding any other provision of this Article IX, all distributions from this Plan shall conform to the regulations issued under Code Section 401(a)(9), including the incidental death benefit provisions of Code Section 401(a)(9)(G). Further, such regulations shall override any Plan provision that is inconsistent with Code Section 401(a)(9).

Payments shall be made in cash and shall not be made in kind (except as provided immediately below and in Section 9.8(b)(i) below); provided, however, that a Participant or Beneficiary may elect to have the portion of his or her Account that is invested in Employer Stock paid or transferred (pursuant to Section 9.8 below) in whole shares of Employer Stock with any balance (including fractional shares of Employer Stock) to be paid or transferred in cash. Conversions of Employer Stock to or from cash shall be based upon the value of the Employer Stock on the date the benefit payment is made.

Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee's election under this Section 9.8, a Distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover.

Definitions. For purposes of Section 9.8(a) above, the following terms and phrases shall mean:

Eligible Rollover Distribution. An Eligible Rollover Distribution (as defined in Code Section 402(c)(4)) is any distribution, including in kind distributions of promissory notes for Plan loans, of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee's designated beneficiary, or for a specified period of ten years of more; any distribution to the extent such distribution is required under Code Section 401(a)(9); the portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); and, effective for distributions after December 31, 2001, any amount that is distributed on account of hardship.

Eligible Retirement Plan. An Eligible Retirement Plan (as defined in Code Section 402(c)(8)(B)) is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), or a qualified trust described in Code Section 401(a) that accepts the Distributee's Eligible Rollover Distribution. An Eligible Retirement Plan shall also mean 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 this Plan. An Eligible Retirement Plan includes a Roth individual retirement account described in Code Section 408A. The definition of Eligible Retirement Plan shall apply in the case of a distribution to any Distributee, including a surviving spouse, or a spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p).

the transfer shall be treated as an eligible rollover distribution for purposes of Code Section 402(c),

the individual retirement plan shall be treated as an inherited individual retirement account or individual retirement annuity (within the meaning of Code Section 408(d)(3)(C)), and

Code Section 401(a)(9)(B) (other than clause (iv) thereof) shall apply to such plan.

Distributee. A Distributee includes an Employee, former Employee, or any individual designated as a Beneficiary by the Participant (as described in Code Section 401(a)(9)(E) and Treas. Reg. Section l.401(a)(9)-4 Q&A 1) who receives a direct trustee-to-trustee transfer pursuant to Code Section 402(c)(11). In addition, the Employee's or former Employee's surviving spouse and the Employee's former Employee's spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), are Distributees with regard to the interest of the spouse or former spouse.

Direct Rollover. A Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

Except as provided in Section 11.3(b) below, all expenses incident to the administration of the Plan and Trust, including but not limited to, legal, accounting, Trustee fees, expenses of the Plan Administrator, and the cost of furnishing any bond or security required of the Plan Administrator shall be paid by the Trustee from the Trust, and, until paid, shall constitute a claim against the Trust which is paramount to the claims of Participants and Beneficiaries; provided, however, that (i) the obligation of the Trustee to pay such expenses from the Trust shall cease to exist to the extent such expenses are paid by the Employer and (ii) in the event the Trustee's compensation is to be paid, pursuant to this Section, from the Trust, any individual serving as Trustee who already receives full-time pay from an employer or an association of employers whose employees are Participants in the Plan, or from an employee organization whose members are Participants in the Plan, shall not receive any additional compensation for serving as Trustee.    This Section shall be deemed to be a part of any contract to provide for expenses of Plan and Trust administration, whether or not the signatory to such contract is, as a matter of convenience, the Employer.

The Plan Administrator and any fiduciary under the Plan may charge against the Account of a Participant any actual and reasonable fees and expenses associated with the determination of eligibility of such Participant or his or her alternate payee for a distribution pursuant to a qualified domestic relations order or pursuant to a request for a hardship withdrawal, or associated with the documentation and enforcement of any loan from the Plan.

Creates for, or assigns to, a spouse, former spouse, child or other dependent of a Participant the right to receive all or a portion of the Participant’s benefits under the Plan for the purpose of providing child support, alimony payments, or marital property rights to that spouse, child, or dependent;

Is made pursuant to a state domestic relations law;

Does not require the Plan to provide any type of benefit, or any option, not otherwise provided under the Plan; and

Otherwise meets the requirements of ERISA Section 206(d), as amended, as a "qualified domestic relations order" ("QDRO"), as determined by the Plan Administrator.

The following definitions apply to the terms used in this Section:

"applicable determination date" means the last day of the later of the first Plan Year or the preceding Plan Year;

"top-heavy ratio" means the ratio of (A) the value of the aggregate of the Accounts under the Plan for key employees to (B) the value of the aggregate of the Accounts under the Plan for all key employees and non-key employees;

"5-percent owner" means any person who owns (or is considered as owning within the meaning of Code Section 318) more than five percent (5%) of the outstanding stock of the Employer or stock possession more than five percent (5%) of the total combined voting power of all stock of the Employer. "1-percent owner" means any person who owns (or is considered as owning within the meaning of Code Section 318) more than one percent (1%) of the outstanding stock of the Employer or stock possession more than one percent (1%) of the total combined voting power of all stock of the Employer.

"non-key employee" means any Employee who is not a key employee;

"applicable Valuation Date" means the Valuation Date coincident with or immediately preceding the last day of the first Plan Year or the preceding Plan Year, whichever is applicable;

"required aggregation group" means any other qualified plan(s) of the Employer or an Affiliated Employer in which there are members who are key employees or which enable(s) the Plan to meet the requirements of Code Section 40l(a)(4) or 410; and

"permissive aggregation group" means each plan in the required aggregation group and any other qualified plan(s) of the Employer or an Affiliated Employer in which all members are non-key employees, if the resulting aggregation group continues to meet the requirements of Code Sections 40l(a)(4) and 410.

For purposes of this Section, the Plan shall be "top-heavy" with respect to any Plan Year if as of the applicable determination date the top-heavy ratio exceeds 60%. The top­ heavy ratio shall be determined as of the applicable Valuation Date in accordance with Code Section 416(g)(3) and (4) and Article V of this Plan, and shall take into account any contributions made after the applicable Valuation Date but before the last day of the Plan Year in which the applicable Valuation Date occurs. For purposes of determining whether the Plan is top-heavy, the Account balances under the Plan will be combined with the Account balances or the present value of accrued benefits under each other plan in the required aggregation group, and, in the Employer's discretion, may be combined with the Account balances or the present value of accrued benefits under any other qualified plan in the permissive aggregation group. Distributions made with respect to a Participant under the Plan during the five-year period ending on the applicable determination date shall be taken into account for purposes of determining the top-heavy ratio; distributions under plans that terminated within such five-year period shall also be taken into account, if any such plan contained key employees and therefore would have been part of the required aggregation group. For any Plan Year beginning after December 31, 2001, the present values of accrued benefits and the amounts of Account balances of an Employee as of the determination date shall be increased by the distributions made with respect to the Employee under the Plan and any plan aggregated with the Plan under Code Section 416(g)(2) during the 1-year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Code Section 416(g)(2)(A)(i). In the case of a distribution made for a reason other than severance from employment, death, or Disability, this provision shall be applied by

For any Plan Year with respect to which the Plan is top-heavy, an additional Employer contribution shall be allocated on behalf of each Participant (and each Employee eligible to become a Participant) who is a non-key employee, and who has not separated from service as of the last day of the Plan Year, to the extent that the contributions made on his or her behalf under Sections 3.2 and 3.3 for the Plan Year (and not needed to meet the contribution percentage test set forth in Section 3.7(b)) would otherwise be less than 3% of his or her remuneration. However, if the greatest percentage of remuneration contributed on behalf of a key employee under Sections 3.1, 3.2, and 3.3 for the Plan Year would be less than 3%, that lesser percentage shall be substituted for "3%" in the preceding sentence. Notwithstanding the foregoing provisions of this Section 12.5(c), no minimum contribution shall be made under this Plan with respect to a Participant (or an employee eligible to become a Participant) if the required minimum benefit under Code Section 416(c)(1) is provided to him or her by any other qualified pension plan of the Employer or an Affiliated Employer. For any Plan Year beginning after December 31, 2001, Matching Contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of Code Section 416(c)(2). The preceding sentence shall apply with respect to Matching Contributions under the Plan or, if the Plan provides that the minimum contribution requirement shall be made in another plan, such other plan.    

The Plan shall be construed, regulated, and administered under ERISA and the laws of Louisiana, except where ERISA controls.

The masculine pronoun shall mean the feminine wherever appropriate and vice versa, and the singular shall mean the plural wherever appropriate and vice versa.

The titles and headings of the Articles and Sections in this Plan are for convenience only. In the case of ambiguity or inconsistency, the text rather than the titles or headings shall control.

Notwithstanding any provision of this Plan to the contrary, contributions, benefits, and service credit with respect to qualified military service will be provided in accordance with Code Section 414(u).

Loan repayments may be suspended under this Plan as permitted under Code Section 414(u)(4).

If any company is or becomes an Affiliated Employer, the Board of Directors may include the employees of that Affiliated Employer in the membership of the Plan

Any Affiliated Employer may terminate its participation in the Plan upon appropriate action by it. In that event the Funds of the Plan held on account of Participants in the employ of that company, and any unpaid balances of the Accounts of all Participants who have separated from the employ of that company, shall be determined by the Plan Administrator. Those Funds shall be distributed as provided in Section 13.4 if the Plan should be terminated, or shall be segregated by the Trustee as a separate trust, pursuant to ce1tification to the Trustee by the Plan Administrator, continuing the Plan as a separate plan for the employees of that company under which the board of directors of that company shall succeed to all the powers and duties of the Board of Directors.

The Board of Directors, by duly adopted resolution, may terminate the Plan in whole or in part, or completely discontinue contributions under the Plan, for any reason at any time.

Upon termination of the Plan, Deferral Contributions, with earnings thereon, shall be distributed to Participants as soon as administratively practicable, provided that (i) neither the Employer nor an Affiliated Employer establishes or maintains an alternative defined contribution plan within the meaning of Treasury Regulation Section 1.401(k)-1(d)(4)(i), and (ii) payment is made to the Participant in the form of a lump sum.