III. 401(k) Contributions

be distributed in cash in a lump sum as soon as practicable following an event described in A., above; if the benefit exceeds $5000, the Participant is not required to receive a lump sum or immediate distribution subject to rules set out below. Benefits from the ESOP Account will generally be distributed in the year following a distribution event. ESOP benefits will be received in the form of cash. This is generally accomplished by a stock distribution to the Participant which is immediately turned over (put) to the Company for a cash payment. Except for certain lump sum payments (which apply to benefits under $5,000 or to larger benefits with the Company/Participant approval), distributions typically are paid over a 5year period; distributions of large accounts may occur over a longer period. Benefits of less than $5,000 can be distributed without Participant approval. (Rollovers are not taken into account when determining the $5,000 limit.)

D. Rollovers. Distributions shall be eligible for rollover treatment.

E. Mandatory Distributions. Participants generally must begin receiving Plan benefits when they have attained age 72 if they have also separated from service.

F. In-Service Withdrawals. A Participant shall be permitted to withdraw all vested benefits attributable to vested Non-ESOP Account from the Plan upon attaining age 59 1/2. A Participant who has experienced hardship shall be eligible to receive an in-service distribution of vested benefits. Benefits attributable to ESOP Accounts are ineligible for hardship or age 59 1/2 in-service withdrawals.

F. Other. Participant loans are permitted with respect to non-ESOP benefits in accordance with certain specified circumstances set out in the Plan. Except for distributions pursuant to “qualified domestic relations orders” (relating to the provision of child support, alimony payments, or marital property rights), Plan benefits cannot be sold, assigned or transferred prior to distribution. Further, prior to distribution, Plan benefits are generally not subject to any debts or claims against Participants, except for federal tax levies or collections by the IRS on judgments arising from unpaid tax assessments. Information relating to procedures in connection with an outstanding QDRO may be obtained through the Plan Administrator.

ARTICLE VII: SPECIAL ESOP PROVISIONS

A. Voting Rights. In general, Participants do not have the ability to vote their shares and make decisions about how the Company is run or managed. However, in certain events (merger, liquidation, sale of substantially all assets, etc.), Participants may vote the shares attributable to their Accounts. The Trustee will then vote the allocated and unallocated shares (in the suspense account, if any) based upon the directions received from