ESOP Summary Plan Description

Once you reach age 55 and you have been a Participant in the Plan for at least 10 years, you have the right during the following five years to diversify up to 25% of the Company Stock in your Account that was acquired after December 31, 1986. During the sixth year, you can diversify up to 50% of the Company Stock in your account that was acquired after December 31, 1986, minus any previously diversified shares. To satisfy this requirement, the Plan will offer you at least one of the following options: (a) three investment alternatives, (b) transfer of that amount to another qualified plan, or (c) distribution of that amount (either in cash or Company Stock). However, this right only applies if your Company Stock Account exceeds $500. Tax Withholding on Distributions Due to the complexity and frequency of changes in the federal laws that govern benefit distributions, penalties and taxes, the following is only a brief explanation of the law and IRS rules and regulations as of the date this summary is issued. You will receive additional information from the Administrator at the time of any benefit distribution, and you should consult your tax advisor to determine your personal tax situation before taking the distribution. Direct Rollovers not Subject to Tax Any eligible distribution that is directly rolled over to another eligible retirement account (either another qualified retirement plan or an individual retirement account) is not subject to income tax withholding. Generally, any part of a distribution from this Plan can be directly rolled over to another eligible retirement account unless the distribution (1) is part of a series of equal periodic payments made over your lifetime, or over the lifetime of you and your beneficiary, or over a period of 10 years or more; or (2) is a minimum benefit payment which must be paid to you by law. There are other distributions that are not eligible for direct rollover treatment, and you should contact the Administrator if you have questions about a particular distribution. 20% Withholding on Taxable Distributions If you have your benefit paid to you and it's eligible to be rolled over, you only receive 80% of the benefit payment. The Administrator is required to withhold 20% of the benefit payment and remit it to the Internal Revenue Service as income tax withholding to be credited against your taxes. If you receive the distribution before you reach age 59½, you may also have to pay an additional 10% tax. You can still rollover all or a part of the 80% distribution that is paid to you by putting it into an IRA or into another qualified retirement plan within 60 days of receiving it. If you want to rollover 100% of the eligible distribution to an IRA or to another qualified retirement plan, you must find other money to replace the 20% that was withheld. You cannot elect out of the 20% withholding (1) unless you are permitted (and elect) to leave your benefit in this Plan, or (2) unless you have 100% of an eligible distribution transferred directly to an IRA or to another qualified retirement plan that accepts rollover contributions. Withholding does not apply to distributions made in the form of Company Stock. Participants Absent Because of Military Duty Participants Who Die During Military Absence If you die while you are performing Qualified Military Service, you will be treated as having returned to employment on the day before your death for Vesting purposes. You will also receive any additional benefits and contributions to which you would have been entitled during your period of Qualified Military Service had you been able to return to work with us following your Qualified Military Service. For this purpose, you will be treated as if your employment with us terminated on your date of death. Participants Who Become Disabled During Military Absence If you become Disabled while you are performing Qualified Military Service and you cannot return to work, you will be treated as if you returned to employment with us on the day before the date you became Disabled (your "Disability Date") for purposes of determining your Vested Interest and your eligibility for, and the amount of, any additional benefits and contributions to which you would have been entitled during your period of Qualified Military Service had you been able to return to work with us. For this purpose, you will be treated as if your employment with us terminated on your Disability Date.

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