S-8

As filed with the Securities and Exchange Commission on January 2, 2018

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NUTRIEN LTD.

(Exact name of registrant as specified in its charter)

Canada	98-1400416
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

13131 Lake Fraser Drive S.E.	Suite 500, 122 – 1st Avenue South
Calgary, Alberta T2J 7E8 Canada	Saskatoon, Saskatchewan, Canada S7K 7G3

(Address of principal executive offices, including zip code)

Nutrien Ltd. Amended and Restated Stock Option and Tandem SAR Plan

Agrium 401(k) Retirement Savings Plan

Agrium U.S. Retail 401(k) Savings Plan

Agrium 401(k) Savings Plan for Union Employees at Florence, AL; Mulberry, FL & Americus, GA

(Full title of the plans)

CT Corporation System

111 8th Avenue, 13th Floor

New York, New York 10011

(Name and address of agent for service)

(212) 894-8940

(Telephone number, including area code, of agent for service)

Copies to:

Joseph A. Podwika

Executive Vice President and

Chief Legal Officer

Nutrien Ltd.

122 – 1^st Avenue South

Saskatoon, Saskatchewan,

Canada S7K 7G3

Christopher J. Cummings Edwin S. Maynard Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 (212) 373-3000 Joel T. May Neil M. Simon
Jones Day
1420 Peachtree Street, N.E. Suite 800
Atlanta, Georgia 30309-3053
(404) 521-3939

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(2)
Common Shares, no par value	8,813,018(3)	N/A	$408,788,269	$50,895

(1) This registration statement on Form S-8 (this “Registration Statement”) covers the issuance, offering or sale of an aggregate of 8,813,018 common shares, no par value (“Common Shares”), of Nutrien Ltd. (the “Registrant”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional Common Shares that may become issuable in respect of the securities identified in the above table to prevent dilution resulting from any stock dividend, stock split, recapitalization or other similar transaction. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Agrium 401(k) Retirement Savings Plan (the “Retirement Plan”), the Agrium U.S. Retail 401(k) Savings Plan (the “Retail Plan”) and the Agrium 401(k) Savings Plan for Union Employees at Florence, AL; Mulberry, FL & Americus, GA (the “Union Plan”).

(2) With respect to the 4,813,018 Common Shares issuable pursuant to outstanding but unexercised stock options previously granted under the Nutrien Ltd. Amended and Restated Stock Option and Tandem SAR Plan (formerly named the Agrium Amended and Restated Stock Option and Tandem SAR Plan) (the “Stock Option / TSAR Plan”) pursuant to Rule 457(h)(1) under the Securities Act, the proposed maximum offering price per share, the proposed maximum aggregate offering price and the registration fee are each calculated based upon the weighted average exercise price of such options. Other than with respect to Common Shares subject to outstanding but unexercised stock options, pursuant to Rules 457(c) and (h) under the Securities Act, the registration fee is calculated based upon the average of the high and low prices of the common shares, no par value, of Agrium Inc. (“Agrium”), adjusted to reflect the exchange ratio of 2.23 Common Shares for each Agrium common share as reported on the New York Stock Exchange on December 22, 2017.

(3) Represents (a) 4,813,018 Common Shares issuable pursuant to the Stock Option / TSAR Plan, (b) 1,000,000 Common Shares issuable pursuant to the Retirement Plan, (c) 2,700,000 Common Shares issuable pursuant to the Retail Plan and (d) 300,000 Common Shares issuable pursuant to the Union Plan. The Stock Option / TSAR Plan was assumed from Agrium by the Registrant effective January 1, 2018, in connection with the Arrangement (as defined below). The Retirement Plan, the Retail Plan and the Union Plan were not assumed by the Registrant and will continue as plans of Agrium but will be settled in Common Shares and not common shares of Agrium (“Agrium Shares”). The Stock Option / TSAR Plan, the Retirement Plan, the Retail Plan and the Union Plan are collectively referred to as the “Plans”.

EXPLANATORY NOTE

On January 1, 2018, pursuant to the Arrangement Agreement, dated September 11, 2016 (the “Arrangement Agreement”), between Agrium and Potash Corporation of Saskatchewan (“PotashCorp”), each of Agrium and PotashCorp became an indirect wholly owned subsidiary of the Registrant, a parent entity formed to manage and hold the combined businesses of Agrium and PotashCorp as a result of the transactions under the plan of arrangement under the Canada Business Corporations Act (the “CBCA”), involving, among others, the Registrant, Agrium and PotashCorp (the “Arrangement”).

In connection with the Arrangement, the Stock Option / TSAR Plan was assumed by the Registrant, and stock options (each, an “Agrium Option”) to purchase Agrium Shares and tandem stock appreciation rights in respect of Agrium Shares connected to such Agrium Options granted under the Stock Option / TSAR Plan and outstanding immediately prior to the completion of the Arrangement, were assumed by the Registrant and exchanged immediately after completion of the Arrangement for stock options (each, a “Replacement Option”) to purchase Common Shares and tandem stock appreciation rights in respect of Common Shares connected to such Replacement Options, calculated on the basis set forth in the Arrangement Agreement.

This Registration Statement is filed by the Registrant for the purpose of registering an aggregate of 8,813,018 Common Shares, which includes Common Shares issuable pursuant to the Replacement Options under the Stock Option / TSAR Plan and issuable pursuant to the Retirement Plan, the Retail Plan or the Union Plan, together with an indeterminate amount of plan interests issued, offered or sold in connection therewith.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The documents containing the information specified in Part I will be sent or given to employees participating in any of the Plans, as specified by Rule 428(b)(1) under the Securities Act. In accordance with the instructions to Part I of Form S-8, such documents will not be filed with the Securities and Exchange Commission (the “SEC”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information.

Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, which are also incorporated by reference in the Section 10(a) prospectus, other documents required to be delivered to eligible participants pursuant to Rule 428(b) under the Securities Act, or additional information about the Plans, will be available without charge by contacting the Corporate Secretary of Nutrien at Suite 500, 122 – 1st Avenue South, Saskatoon, Saskatchewan, Canada S7K 7G3 or by telephone (306) 933-8500.

2

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed with, or furnished to, the SEC by Agrium or PotashCorp, as applicable, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:

(a) Agrium’s Annual Report on Form 40-F for the year ended December 31, 2016, filed with the SEC on March 2, 2017;

(b) PotashCorp’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on February 24, 2017;

(c) Agrium’s Current Reports on Form 6-K, furnished to the SEC on January 10, 2017, February 22, 2017, March 29, 2017, April 18, 2017, May 2, 2017, May 3, 2017, June 14, 2017, June 21, 2017, August 10, 2017, August 11, 2017, August 23, 2017, August 29, 2017, September 7, 2017, September 12, 2017, October 19, 2017, November 7, 2017, November 8, 2017, November 17, 2017, December 12, 2017, December 19, 2017, December 21, 2017 and December 27, 2017;

(d) PotashCorp’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, filed with the SEC on May 2, 2017, June 30, 2017, filed with the SEC on August 2, 2017, and September 30, 2017, filed with the SEC on October 31, 2017;

(e) PotashCorp’s Current Reports on Form 8-K, filed with the SEC on May 11, 2017, November 17, 2017 and December 28, 2017;

(f) the description of the Common Shares set forth under the caption “Part II—Pro Forma Information of New Parent After Giving Effect to the Arrangement—Description of New Parent Share Capital” in the Joint Information Circular, dated October 3, 2016, of Agrium and PotashCorp, filed with the SEC as Exhibit 99.1 to PotashCorp’s Current Report on Form 8-K dated October 6, 2016;

(g) the Annual Report on Form 11-K of the Agrium 401(k) Retirement Savings Plan, filed with the SEC on June 23, 2017;

(h) the Annual Report on Form 11-K of the Agrium U.S. Retail 401(k) Savings Plan, filed with the SEC on June 23, 2017; and

(i) the Annual Report on Form 11-K of the Agrium 401(k) Savings Plan for Union Employees at Florence, AL; Mulberry, FL & Americus, GA, filed with the SEC on June 23, 2017.

All documents subsequently filed with, or furnished to, the SEC by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing or furnishing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement

3

to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 124 of the CBCA authorizes corporations to indemnify past and present directors, officers and certain other individuals for liabilities incurred in connection with their services as such (including costs, charges and expenses, including settlement payments) if such individual acted honestly and in good faith with a view to the best interests of the corporation and, in the case of a criminal or administrative proceeding, if such individual had reasonable grounds for believing his or her conduct was lawful. In the case of a suit by or on behalf of the corporation, a court must approve the indemnification.

Sections 7.02 and 7.05 of By-law No. 1 of the Registrant contains the following provisions with respect to indemnification of the Registrant’s directors and officers and with respect to certain insurance maintained by the Registrant with respect to its indemnification obligations:

Section 7.02 Indemnity— Subject to the Canada Business Corporations Act, the Corporation shall indemnify a director or an officer, a former director or officer, or another individual who acts or acted at the Corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, and their heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation, or other entity, if such individual (a) acted honestly and in good faith with a view to the best interests of the Corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Corporation’s request; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.

Section 7.05 Insurance—Subject to the Canada Business Corporations Act, the Corporation may purchase and maintain insurance for the benefit of any individual referred to in section 7.02 hereof as the board may from time to time determine.

The Registrant also has agreements with each director and officer to provide indemnification to the extent permitted under the CBCA.

The Registrant carries directors’ and officers’ liability insurance covering acts and omissions of the directors and officers of the Registrant. The directors and officers are not required to pay any premium in respect of the insurance.

Item 7. Exemption from Registration Claimed.

Not applicable.

4

Item 8. Exhibits.

Exhibit Number	Description
4.1	Articles of Incorporation of the Registrant, dated June  2, 2017 (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 6-K furnished January 2, 2018).
4.2	Certificate of Amendment to Articles of Incorporation of the Registrant, dated July  11, 2017 (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 6-K furnished January 2, 2018).
4.3	By-Law No. 1 of the Registrant, dated June  2, 2017 (incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 6-K furnished January 2, 2018).
4.4	Nutrien Ltd. Amended and Restated Stock Option and Tandem SAR Plan.
4.5	Agrium 401(k) Retirement Savings Plan.
4.6	Amendment No. 1 to the Agrium 401(k) Retirement Savings Plan.
4.7	Agrium U.S. Retail 401(k) Savings Plan.
4.8	Amendment No. 1 to the Agrium U.S. Retail 401(k) Savings Plan.
4.9	Agrium 401(k) Savings Plan For Union Employees at Florence, AL; Mulberry, FL & Americus, GA.
5.1	Opinion of Norton Rose Fulbright Canada LLP, Canadian counsel to the Registrant, as to the legality of the shares being registered.
5.2	Internal Revenue Service letter in respect of Agrium 401(k) Retirement Savings Plan.
5.3	Internal Revenue Service letter in respect of Agrium U.S. Retail 401(k) Savings Plan.
5.4	Internal Revenue Service letter in respect of Agrium 401(k) Savings Plan for Union Employees at Florence, AL; Mulberry, FL & Americus, GA.
23.1	Consent of Deloitte LLP.
23.2	Consent of KPMG LLP.
23.3	Consent of Eide Bailly LLP.
23.4	Consent of Norton Rose Fulbright Canada LLP (included in Exhibit 5.1).
23.5	Consent of A. Dave Mackintosh, B.Sc., P.Geo.
23.6	Consent of ADM Consulting Limited.
23.7	Consent of Michael Ryan Bartsch, P. Eng.
23.8	Consent of Dennis William Aldo Grimm, P. Eng.
23.9	Consent of Mark Fracchia, P.Eng.
24.1	Power of Attorney (included on signature page).

5

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, Canada, on January 2, 2018.

NUTRIEN LTD.
(Registrant)
By:	/s/ Charles V. Magro
	Name: Charles V. Magro
	Title: President and Chief Executive
	Officer

Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefits plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, Canada, on January 2, 2018.

AGRIUM 401(K) RETIREMENT SAVINGS PLAN
By:	/s/ Mike Frank
	Name: Mike Frank
	Title: Authorized Signatory
AGRIUM U.S. RETAIL 401(K) SAVINGS PLAN
By:	/s/ Mike Frank
	Name: Mike Frank
	Title: Authorized Signatory
AGRIUM 401(K) SAVINGS PLAN FOR UNION EMPLOYEES AT FLORENCE, AL; MULBERRY, FL & AMERICUS, GA
By:	/s/ Mike Frank
	Name: Mike Frank
	Title: Authorized Signatory

7

POWER OF ATTORNEY

Each person whose signature appears below appoints Charles V. Magro, Jochen E. Tilk or Wayne R. Brownlee, or any one of them, as such person’s true and lawful attorneys to execute in the name of each such person, and to file, any post-effective amendments to this registration statement that any of such attorneys shall deem necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission with respect thereto, in connection with this registration statement, which amendments may make such changes in such registration statement as any of the above-named attorneys deems appropriate, and to comply with the undertakings of the registrant made in connection with this registration statement; and each of the undersigned hereby ratifies all that any of said attorneys shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ Charles V. Magro	President, Chief Executive Officer and Director	January 2, 2018
Charles V. Magro	(principal executive officer)
/s/ Wayne R. Brownlee	Executive Vice President and	January 2, 2018
Wayne R. Brownlee	Chief Financial Officer (principal financial and accounting officer)
/s/ Jochen E. Tilk	Executive Chairman of the Board and Director	January 2, 2018
Jochen E. Tilk
/s/ Christopher M. Burley	Director	January 2, 2018
Christopher M. Burley
/s/ Maura J. Clark	Director	January 2, 2018
Maura J. Clark
/s/ John W. Estey	Director	January 2, 2018
John W. Estey
/s/ David C. Everitt	Director	January 2, 2018
David C. Everitt
/s/ Russell K. Girling	Director	January 2, 2018
Russell K. Girling
/s/ Gerald W. Grandey	Director	January 2, 2018
Gerald W. Grandey
/s/ Miranda C. Hubbs	Director	January 2, 2018
Miranda C. Hubbs
/s/ Alice D. Laberge	Director	January 2, 2018
Alice D. Laberge
/s/ Consuelo E. Madere	Director	January 2, 2018
Consuelo E. Madere

8

/s/ Keith G. Martell	Director	January 2, 2018
Keith G. Martell
/s/ Hon. A. Anne McLellan	Director	January 2, 2018
Hon. A. Anne McLellan
/s/ Derek G. Pannell	Director	January 2, 2018
Derek G. Pannell
/s/ Aaron W. Regent	Director	January 2, 2018
Aaron W. Regent
/s/ Mayo M. Schmidt	Director	January 2, 2018
Mayo M. Schmidt

9

AUTHORIZED U.S. REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the Authorized Representative has duly caused this Registration Statement to be signed on its behalf by the undersigned, solely in its capacity as the duly authorized representative of Nutrien Ltd. in the United States, on January 2, 2018.

AGRIUM U.S. INC.
By:	/s/ Mike Frank
	Name: Mike Frank
	Title: Authorized Signatory

10

Exhibit index

Exhibit Number	Description
4.1	Articles of Incorporation of the Registrant, dated June 2, 2017 (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 6-K furnished January 2, 2018).
4.2	Certificate of Amendment to Articles of Incorporation of the Registrant, dated July 11, 2017 (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 6-K furnished January 2, 2018).
4.3	By-Law No. 1 of the Registrant, dated June 2, 2017 (incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 6-K furnished January 2, 2018).
4.4	Nutrien Ltd. Amended and Restated Stock Option and Tandem SAR Plan.
4.5	Agrium 401(k) Retirement Savings Plan.
4.6	Amendment No. 1 to the Agrium 401(k) Retirement Savings Plan.
4.7	Agrium U.S. Retail 401(k) Savings Plan.
4.8	Amendment No. 1 to the Agrium U.S. Retail 401(k) Savings Plan.
4.9	Agrium 401(k) Savings Plan For Union Employees at Florence, AL; Mulberry, FL & Americus, GA.
5.1	Opinion of Norton Rose Fulbright Canada LLP, Canadian counsel to the Registrant, as to the legality of the shares being registered.
5.2	Internal Revenue Service letter in respect of Agrium 401(k) Retirement Savings Plan.
5.3	Internal Revenue Service letter in respect of Agrium U.S. Retail 401(k) Savings Plan.
5.4	Internal Revenue Service letter in respect of Agrium 401(k) Savings Plan for Union Employees at Florence, AL; Mulberry, FL & Americus, GA.
23.1	Consent of Deloitte LLP.
23.2	Consent of KPMG LLP.
23.3	Consent of Eide Bailly LLP.
23.4	Consent of Norton Rose Fulbright Canada LLP (included in Exhibit 5.1).
23.5	Consent of A. Dave Mackintosh, B.Sc., P.Geo.
23.6	Consent of ADM Consulting Limited.
23.7	Consent of Michael Ryan Bartsch, P. Eng.
23.8	Consent of Dennis William Aldo Grimm, P. Eng.
23.9	Consent of Mark Fracchia, P.Eng.
24.1	Power of Attorney (included on signature page).

11

EX-4.4

Exhibit 4.4

NUTRIEN LTD.

AMENDED AND RESTATED

STOCK OPTION AND TANDEM SAR PLAN

Effective Date: March 15, 1995

Last Amended and Restated Effective as of January 1, 2018

TABLE OF CONTENTS

		Page
1.	PURPOSE OF PLAN		1
2.	DEFINED TERMS		1
3.	ADMINISTRATION OF THE PLAN		7
4.	SHARES SUBJECT TO PLAN		8
5.	ELIGIBILITY, GRANT, AND TERMS OF OPTIONS		8
6.	ELIGIBILITY, GRANT, AND TERMS OF TANDEM SARS		10
7.	TERMINATION OF POSITION AND CHANGE IN OWNERSHIP OR CONTROL		11
8.	EXERCISE OF OPTIONS		13
9.	EXERCISE OF SARS		14
10.	CHANGE IN OWNERSHIP OR CONTROL / ADJUSTMENT PROVISIONS		15
11.	AMENDMENT OR DISCONTINUANCE OF PLAN AND OPTIONS GRANTED UNDER THE PLAN		18
12.	PRIORITY CLAUSE		20
13.	ACCOUNTS AND STATEMENTS		20
14.	NOTICES		21
15.	MISCELLANEOUS		21
16.	SHAREHOLDER AND REGULATORY APPROVAL		22
17.	EFFECTIVE DATE AND TRANSITION		22
18.	GENERAL		23

i

NUTRIEN LTD.

AMENDED AND RESTATED

STOCK OPTION AND TANDEM SAR PLAN

Effective Date: March 15, 1995

Last Amended and Restated Effective as of January 1, 2018

1. PURPOSE OF PLAN

The purpose of the Plan is to assist officers and employees of the Corporation and of any Affiliate to participate in the growth and development of the Corporation and its Affiliates by providing such persons with the opportunity, through stock options and share appreciation rights, to participate in an increase in the equity value of the Corporation that will be aligned with the interests of the shareholders of the Corporation.

2. DEFINED TERMS

In the Plan, the following terms shall have the following meanings, respectively:

2.1 “Affiliate” means an “affiliate” of the Corporation as defined in Section 1.3 of National Instrument 45-106 – Prospectus and Registration Exemptions, and for purposes of Section 1.2(b) thereof, “control” shall be interpreted with reference to Section 2.23 thereof;

2.2 “Applicable Law” means any applicable law, domestic or foreign, any applicable rules and regulations of any stock exchange on which the Shares are listed, and any regulations, rules, policy statements, rulings, notices, orders or other instruments promulgated enforced under any applicable law.

2.3 “Board” means the board of directors of the Corporation or, if established and duly authorized to act with respect to this Plan, any committee of the board of directors of the Corporation;

2.4 “Business Day” means any day, other than a Saturday or a Sunday, on which the New York Stock Exchange, and, where the context permits, any other exchange on which the Shares are listed from time to time, is open for trading including without limitation the Toronto Stock Exchange;

2.5 “Canadian Taxpayer” means any one or more Eligible Persons in respect of whom the grant, exercise or disposition of an Option or the disposition of Shares acquired on the exercise of an Option is subject to tax under the Income Tax Act (Canada);

2.6 “Cause” includes:

(a) theft, fraud, dishonesty, or material misconduct by the Optionee involving the property, business or affairs of the Corporation or any Affiliate or the carrying out of the Optionee’s duties to the Corporation or any Affiliate;

(b) any material breach or non-observance by the Optionee of any term of the Optionee’s employment agreement, or any non-competition, non-solicitation or confidentiality covenants between the Optionee and the Corporation or any Affiliate (as the case may be);

(c) any material failure by the Optionee to comply with the Corporation’s written Code of Business Conduct & Ethics, any written policies of the Corporation or any Affiliate (as the case may be), or any other obligations to the Corporation or any Affiliate (as the case may be);

(d) the material failure by the Optionee to perform his or her duties to the Corporation or any Affiliate;

(e) any intentional effort by the Optionee, whether by action or inaction, to trigger termination without Cause under the Optionee’s employment agreement, if any;

(f) the breach by the Optionee of his or her fiduciary duties owed to the Corporation or any Affiliate;

(g) any wilful act, misrepresentation or omission which the Optionee knew or should have known, would expose the Corporation or any Affiliate to material loss; or

(h) anything that would constitute cause for the termination of the Optionee’s employment (including under the terms of any employment agreement between the Corporation or any Affiliate and the Optionee) or constitute a material breach of the Optionee’s obligations to the Corporation or any Affiliate, as interpreted under the laws applicable in the jurisdiction in which the Optionee is resident;

2.7 “Change in Ownership or Control” means:

(a) for Options granted on or before December 31, 2012, “Change in Ownership or Control” as defined in Schedule “A”; and

(b) for Options granted on and after January 1, 2013, “Change in Ownership or Control” as defined in Schedule “B”;

2.8 “Code” means the United States Internal Revenue Code of 1986, and the Treasury Regulations thereto;

2

2.9 “Corporation” means Nutrien Ltd.;

2.10 “Disability” means disability as defined by the terms of the Corporation’s or Affiliate’s disability program (as the context requires);

2.11 “Eligible Person” means:

(a) for Options granted on or before December 31, 2014, any officer or full-time employee of the Corporation or of any Affiliate; and

(b) for Options granted on and after January 1, 2015, any senior officer of the Corporation;

2.12 “Exercise Price” means the price per Share in U.S. dollars at which Shares may be purchased under the Option or at which SARs are granted; provided that the Exercise Price may not be less than the Market Price of the Shares in U.S. dollars on the date the Option is granted, which date must be a Business Day, as the same may be adjusted from time to time in accordance with Article 10;

2.13 “Insider” means:

(a) an insider (as defined in Section 1(aa) of the Securities Act (Alberta)), except that a person who falls within that definition solely by virtue of being a director or senior officer of a subsidiary or an affiliate (as defined in Sections 4 and 2, respectively, of the Securities Act (Alberta)) of the Corporation shall not be an insider for purposes hereof, unless such director or senior officer:

(i) in the ordinary course receives or has access to information as to material facts or material changes concerning the Corporation before the material facts or material changes are generally disclosed;

(ii) is a director or senior officer of a major subsidiary (as defined in National Instrument 55-101 – Insider Reporting Exemptions); or

(iii) is an insider of the Corporation in a capacity other than as a director or senior officer of the subsidiary or affiliate of the Corporation; and

(b) an associate (as defined in Section 1(c) of the Securities Act (Alberta)) or affiliate of any person who is an insider by virtue of clause (a)(i) above;

3

2.14 “Market Price” in U.S. dollars, at any date in respect of the Shares shall be determined by either:

(a) the closing price of the Shares on the New York Stock Exchange in U.S. dollars on the last Business Day preceding the date on which the Option is granted by the Board; or

(b) in the discretion of the Board, any other valuation method permitted by Treasury Regulation 1.409A 1(b)(5)(iv)(A) and satisfactory to the Toronto Stock Exchange;

provided that if “Market Price” is determined in a manner other than pursuant to Section 2.14(a), the Corporation shall first advise the Toronto Stock Exchange;

2.15 “Option” means a written or electronic agreement to purchase Shares granted under the Plan and which, for US Taxpayers, shall be subject to taxation under Code Section 83; for greater certainty, any references to an Option granted on or before December 31, 2014¹ shall include any SAR connected to the Option, as the context requires;

2.16 “Optionee” means an Eligible Person to whom an Option has been granted;

2.17 “Plan” means this written plan document and any schedules or appendices hereto, all as amended or amended and restated from time to time, which must always be in a written or electronic format;

2.18 To resign for “Good Reason” means to resign where there is:

(a) a material, adverse reduction or material, adverse diminution in the Optionee’s reporting relationships, authority, titles, duties, position or responsibilities with the Corporation or Affiliate (as the case may be);

(b) a reduction in the Optionee’s base salary (other than a downward adjustment based on the overall financial performance of the Corporation that affects similarly situated Eligible Participants generally);

(c) the discontinuance of the Optionee’s eligibility to receive bonuses or other incentives, other than in accordance with the bonus or other incentive plan:

(A) in circumstances not involving a Change in Ownership or Control, that were in effect during the fiscal year prior to the year in which the Optionee resigns for Good Reason; and

¹  Options granted from and after January 1, 2004 and on or before December 31, 2014 have tandem SARs. Options granted from and after January 1, 2015 do not have tandem SARs.

4

(B) in circumstances involving a Change in Ownership or Control, that were in effect immediately prior to the date on which the Change in Ownership or Control occurs;

in each case other than the discontinuance of a bonus or other incentive plan then in effect that is not replaced by a different bonus or incentive plan of equivalent value (and other than a downward adjustment based on the overall financial performance of the Corporation that affects similarly situated Eligible Participants generally);

(d) the assignment to the Optionee of any significant, ongoing duties inconsistent with the Optionee’s skills, duties, position, responsibilities or status; or

(e) any material breach of the Optionee’s employment agreement, if any;

provided that a termination of employment by the Optionee for one of the reasons set forth in clause (a), (b), (c), (d) or (e) of this definition of Good Reason will not constitute Good Reason unless, within the 30-day period immediately following the Optionee’s knowledge of the occurrence of such Good Reason event, the Optionee has given written notice to the Corporation of the event relied upon for such termination and the Corporation or Affiliate has not remedied such event within 30 days (the “Cure Period”) of the receipt of such notice. For the avoidance of doubt, the Optionee’s employment shall not be deemed to terminate for Good Reason unless and until the Cure Period has expired and, if curable, the Corporation or Affiliate has not remedied the applicable Good Reason event. The Corporation and the Optionee may mutually waive in writing any of the foregoing provisions with respect to an event that otherwise would constitute Good Reason;

2.19 “SAR” and “SARs” have the meanings ascribed thereto in Article 6 hereof;

2.20 “Security Based Compensation Arrangement” has the meaning ascribed in Section 613(b) of the Toronto Stock Exchange Company Manual, and includes:

(a) stock option plans for the benefit of employees, insiders, service providers, or any one of such groups;

(b) individual stock options granted to employees, service providers, or insiders if not granted pursuant to a plan previously approved by the Corporation’s security holders;

(c) stock purchase plans where the Corporation provides financial assistance or where the Corporation matches the whole or a portion of the securities being purchased;

(d) stock appreciation rights involving issuances of securities from treasury;

5

(e) any other compensation or incentive mechanism involving the issuance or potential issuances of securities of the Corporation; and

(f) security purchases from treasury by an employee, insider, or service provider which is financially assisted by the Corporation by any means whatsoever;

2.21 “Severance Date” means, for purposes of any Termination without Cause or Resignation for Good Reason – No Change in Ownership or Control Involved for any Optionee pursuant to Section 7.2, the date (which shall not be later than two years after the Termination Date) that is the end of the severance or notice period (whether express, implied, contractual, statutory or at common law).

2.22 Shares” means the common shares of the Corporation, or, in the event of an adjustment contemplated by Article 10, such other shares or securities to which an Optionee may be entitled upon the exercise of an Option as a result of such adjustment; provided, however, that, (i) with respect to Canadian Taxpayers, only shares which are “prescribed shares” for purposes of paragraph 110(1)(d) of the Income Tax Act (Canada) may be Shares subject to an Option, and (ii) with respect to US Taxpayers, only stock which is “service recipient stock” as defined in Treasury Regulation 1.409A 1(b)(5)(iii) may be Shares subject to an Option;

2.23 “Surrender Price” in U.S. dollars, shall be determined on the date a SAR is exercised by either (1) with respect to US Taxpayers, the closing price of a Share on the New York Stock Exchange on a Business Day in regard thereto or, in the discretion of the Board, by any other valuation method permitted by Treasury Regulation 1.409A 1(b)(5)(iv)(A); and (2) with respect to all Eligible Persons who are not US Taxpayers, the highest price of a Share on the New York Stock Exchange in U.S. dollars, or if the Shares are not listed on the New York Stock Exchange, then the highest price of a Share on the Toronto Stock Exchange on such date converted to U.S. dollars, or if the Shares are not listed on any stock exchange, then on the over-the-counter market on the date;

2.24 “Termination Date” means the earlier of:

(a) the last day the Optionee actively reports for employment; and

(b) the date specified as the effective date of a termination or resignation in a notice of termination given by the Corporation or any Affiliate (as the case may be) or notice of resignation by the Optionee to the Corporation or any Affiliate (as the case may be), as applicable;

for greater certainty, without regard to whether the Optionee continues thereafter to receive any compensatory payments or is paid salary or other amounts in lieu of notice; and

2.25 “US Taxpayers” means any one or more Eligible Persons whose exercise of an Option is subject to income taxation by the United States of America.

6

3. ADMINISTRATION OF THE PLAN

3.1 Board / Committee. The Plan shall be administered by the Board. The Board may delegate to any director, officer, or employee of the Corporation or an Affiliate, or a committee thereof, such duties and powers relating to the Plan as the Board may see fit, subject to the requirements of Applicable Law.

3.2 Powers. The Board shall have the power, where consistent with the general purpose and intent of the Plan and subject to the specific provisions of the Plan, to:

(a) establish policies and to adopt rules and regulations for carrying out the purposes, provisions and administration of the Plan;

(b) interpret and construe the Plan and to determine all questions arising out of the Plan and any Option granted pursuant to the Plan, and any such interpretation, construction, or termination made by the Board shall be final, binding and conclusive for all purposes on the Corporation, its Affiliates, Optionees and any other person;

(c) grant Options;

(d) determine which Eligible Persons are granted Options;

(e) determine the number of Shares covered by each Option;

(f) determine the Exercise Price (which must be paid in cash or cash equivalent);

(g) determine the time or times when Options will be granted and exercisable (including, for greater certainty, by reason of accelerated vesting);

(h) determine if the Shares that are subject to an Option will be subject to any restrictions upon the exercise of such Option; and

(i) prescribe the form of documents relating to the grant, exercise, and other terms of Options.

3.3 Administration Costs. The Corporation shall be responsible for all costs relating to the administration of the Plan.

3.4 No Obligation to Fund or Secure. The Plan, including any right or entitlement of an Optionee hereunder, shall remain an unfunded and unsecured obligation of the Corporation and any applicable Affiliates. An Optionee has no rights to or interest in the Corporation’s or any Affiliate’s assets or funds except as a general unsecured creditor. Any liability of the Corporation or an Affiliate with respect to a right to payment shall be based solely upon the contractual obligations created by the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Corporation, an Affiliate, an Optionee or any other person.

7

3.5 Limitation of Liability. No member of the Board will be liable for any action or determination taken or made in good faith with respect to the Plan or any Option granted thereunder and each such member of the Board shall be entitled to indemnification by the Corporation with respect to any such action or determination in the manner provided for by the Board.

4. SHARES SUBJECT TO PLAN

Options may be granted in respect of authorized and unissued Shares, provided that the aggregate number of Shares reserved for issuance under this Plan, when combined with any other Security Based Compensation Arrangement of the Corporation, subject to adjustment or increase of such number pursuant to the provisions of Article 10, shall not exceed the aggregate number of Shares approved by the shareholders of the Corporation to be reserved for issuance under the Plan, from time to time, which number of Shares is, as at February 21, 2014, 18,650,625. Shares in respect of which Options are not exercised or in respect of which Options are terminated on the exercise of connected SARs shall be available for subsequent Options under the Plan. No fractional shares may be purchased or issued under the Plan.

5. ELIGIBILITY, GRANT, AND TERMS OF OPTIONS

5.1 Options may be granted to Eligible Persons and shall be evidenced by a written or electronic agreement. The number of Shares subject to the Option must be fixed on the original date of the grant of the Option.

5.2 Subject to, and except as herein and as otherwise specifically provided for in this Plan, the number of Shares subject to each Option, the Exercise Price, the expiration date of each Option, the extent to which each Option is exercisable from time to time during the term of the Option, and other terms and conditions relating to each such Option shall be determined by the Board; provided however, that, with respect to US Taxpayers, the Option terms shall always comply with Treasury Regulation 1.409A 1(b)(5)(i)(A) and shall not include any feature for the deferral of compensation other than the deferral of recognition of income from the exercise of the Options. Further, if no specific determination is made by the Board with respect to any of the following matters, each Option shall, subject to any other specific provisions of the Plan, contain the following terms and conditions:

(a) the period during which an Option shall be exercisable shall be ten years from the date the Option is granted to the Optionee;

(b) the Option shall vest as to 25% of the number of Shares granted by such Option on each of the first through fourth anniversaries of the grant of such Option; and

8

(c) the Exercise Price shall be deemed to be the Market Price of the Shares in U.S. dollars on the date the Option is granted, which date must be a Business Day.

5.3 The Exercise Price of Shares that are subject to any Option shall in no circumstances be lower than the Market Price of the Shares as at the date of the grant of the Option.

5.4 The maximum number of Shares in respect of which Options have been granted to any one Optionee pursuant to any Security Based Compensation Arrangement of the Corporation and which remain outstanding shall not exceed 5% of the issued and outstanding Shares (on a non-diluted basis) as at the date of the grant of the Option.

5.5 The maximum number of Shares which are issuable to Insiders at any time pursuant to any Security Based Compensation Arrangement of the Corporation shall not exceed 10% of the issued and outstanding Shares (on a non-diluted basis) as at the date of the grant of the Option.

5.6 The maximum number of Shares:

(a) which may be issued to Insiders within a one-year period pursuant to any Security Based Compensation Arrangement of the Corporation shall not exceed 10% of the issued and outstanding Shares (on a non-diluted basis) as at the date of the grant of the Option; and

(b) which may be issued to any one Insider within a one-year period pursuant to any Security Based Compensation Arrangement of the Corporation shall not exceed 5% of the issued and outstanding Shares (on a non-diluted basis) as at the date of the grant of the Option.

5.7 Any entitlement to acquire Shares granted pursuant to any Security Based Compensation Arrangement prior to the Optionee becoming an Insider shall be excluded for the purposes of the limits set out in Sections 5.5 and 5.6 above.

5.8 (a)Except as provided in Section 5.8(b) hereof, an Option is personal to the Optionee and is non-transferable and non-assignable, other than by will or the laws relating to intestacy. In the event of the death of the Optionee, the Option may be exercised by the legal or personal representative(s) of the estate of the Optionee.

(b) Notwithstanding Section 5.8(a) hereof, an Optionee may transfer an Option (other than an incentive stock option under Code Section 422) to any of the following permitted assigns:

(i) the Optionee’s spouse;

9

(ii) a trustee, custodian, or administrator acting on behalf of or for the benefit of the Optionee or the Optionee’s spouse;

(iii) a personal holding corporation, partnership (including a family limited partnership), family trust or other entity controlled by the Optionee or the Optionee’s spouse, or the shareholders, partners, or beneficiaries of which are any combination of the Optionee, the Optionee’s spouse, the Optionee’s children, or the Optionee’s grandchildren;

(iv) an individual or other person in that person’s capacity as a trustee, executor, administrator, or personal or other legal representative controlled by the Optionee or the Optionee’s spouse; or

(v) a registered retirement income fund or a registered retirement savings plan (as each such term is defined in the Income Tax Act (Canada)) of the Optionee or the Optionee’s spouse.

5.9 Notwithstanding Section 5.8, for Optionees who are US Taxpayers, an Option may be exercisable only by such Optionee during his lifetime unless transferred in connection with a divorce. An Option may not be transferred in connection with a divorce if the Option is unvested at the time of transfer or if the Optionee’s rights to the Option are subject to substantial contingencies at the time of transfer.

6. ELIGIBILITY, GRANT, AND TERMS OF TANDEM SARS

At the discretion of the Board, an Option granted under this Plan on or before December 31, 2014 may have connected therewith, at or after the time of the grant, a number of stock appreciation rights (a “SAR” or “SARs”), which number must be fixed on the date of the grant of the SARs and shall be equal to the number of Shares covered by the Option. For greater certainty, an Option granted under this Plan from and after January 1, 2015 may not have a SAR connected therewith. The grant of any SAR shall be in a written or electronic document. Each SAR in respect of a Share shall entitle the Optionee, at his or her option, and subject to satisfaction of any applicable vesting condition, to surrender to the Corporation on any Business Day, unexercised, the right to subscribe for such Share pursuant to the related Option. Upon such exercise, the Optionee shall receive from the Corporation or an Affiliate, as applicable, cash in an amount equal to the excess of the Surrender Price over the Exercise Price provided in the related Option, net of any applicable withholding (including employment taxes). Each exercise of a SAR in respect of a Share covered by a related Option shall terminate that Option in respect of such Share and such Option in respect of such Share shall be of no further force or effect. Unexercised SARs shall terminate when the related Option is exercised or such Option terminates or expires, as applicable. A SAR is personal to the Optionee and is non-transferable and non-assignable, except in connection with the transfer of an Option in accordance with Section 5.8 hereof. Notwithstanding any other Plan provision, (i) the Corporation shall make the election in prescribed form under Subsection 110(1.1) of the Income Tax Act (Canada) in respect of a SAR exercised by a

10

Canadian Taxpayer, and (ii) this Article 6 shall at all times comply with the requirements of Treasury Regulation 1.409A 1(b)(5)(i)(B) in regard to any SARs owned by Optionees who are US Taxpayers and shall not include any feature for the deferral of compensation other than the deferral of recognition of income from the exercise of the SARs.

7. TERMINATION OF POSITION AND CHANGE IN OWNERSHIP OR CONTROL

7.1 An Option and all rights to purchase Shares pursuant thereto shall expire in accordance with the terms of the Option, subject to earlier termination of the Option in accordance with Section 7.2.

7.2 Notwithstanding Section 7.1, unless otherwise determined by the Human Resources & Compensation Committee (or by the Chairman of such Committee in circumstances involving individual Designated Employees), if an Optionee’s employment with the Corporation (or any Affiliate) terminates in any of the following circumstances, Options shall be treated in the manner set forth below:

Reason for Termination	Acceleration of Vesting	Expiry of Vested Option
Options Granted On or Before December 31, 2012:
Death	Options shall vest and become immediately exercisable	Options expire on the earlier of the scheduled expiry date of the Option and one year from the event
Retirement Required by Corporation before Age 65	Options continue to vest in accordance with the terms of the Option	Options expire on the earlier of the scheduled expiry date of the Option and four years from the date upon which notice of dismissal or termination of employment is provided to the Optionee by the Corporation
Retirement at Age 60 or Older	Options continue to vest in accordance with the terms of the Option	Options expire on the scheduled expiry date of the Option
Early Retirement at the election of the Optionee upon Optionee attaining both (i) Age 55 to 59 (inclusive) and (ii) 20 Years or More Service with the Corporation or predecessor companies	Options continue to vest in accordance with the terms of the Option	Options expire on the earlier of the scheduled expiry date of the Option and four years from the date upon which the Optionee ceases employment with the Corporation

11

Reason for Termination	Acceleration of Vesting	Expiry of Vested Option
Early Retirement at the election of the Optionee upon Optionee attaining Age 55 to 59 (inclusive) without 20 Years or More Service with the Corporation or predecessor companies	Options continue to vest for a period of 60 days following the date upon which the Optionee ceases employment with the Corporation in accordance with the terms of the Option Unvested Options as of the end of the 60 day period are forfeited	Options expire on the earlier of the scheduled expiry date of the Option and four years from the date upon which the Optionee ceases employment with the Corporation
Resignation	Options continue to vest for a period of 60 days following the date of resignation in accordance with the terms of the Option Unvested Options as of the end of the 60 day period are forfeited	Options expire on the earlier of the scheduled expiry date of the Option and 60 days following the date of resignation
Termination without cause	Options shall vest and become immediately exercisable	Options expire on the earlier of the scheduled expiry date of the Option and one year from the end of the agreed or otherwise binding severance period
Change in Ownership or Control	Options shall vest and become immediately exercisable	Options expire on the earlier of the scheduled expiry date of the Option and the expiry date fixed by resolution of the Board
Termination with cause or any other termination, other than upon a Change in Ownership or Control	Unvested Options continue to vest for a period of 60 days following termination in accordance with their terms Unvested Options as of the end of the 60 day period are forfeited	Options expire on the earlier of the scheduled expiry date of the Option and 60 days following the effective date of resignation
Options Granted On and After January 1, 2013:
Death	Options shall vest and become immediately exercisable	Options expire on the earlier of the scheduled expiry date of the Option and one year from the event
Disability	Options shall vest and become immediately exercisable	Options expire on the earlier of the scheduled expiry date of the Option and one year from the event
Retirement at Age 60 or Older	Options continue to vest in accordance with the terms of the Option	Options expire on the scheduled expiry date of the Option

12

Reason for Termination	Acceleration of Vesting	Expiry of Vested Option
Retirement at Age 55 to 59 (inclusive)	Unvested Options as of the effective date of retirement are forfeited	Options expire on the earlier of the scheduled expiry date of the Option and five years from the effective date of retirement
Resignation without Good Reason	Unvested Options as of the Termination Date are forfeited	Options expire on the earlier of the scheduled expiry date of the Option and 90 days following the Termination Date
Termination without Cause or Resignation for Good Reason—No Change in Ownership or Control Involved	Unvested Options as of the Severance Date are forfeited	Options expire on the earlier of scheduled expiry date of the Option and 90 days following the Severance Date
Change in Ownership or Control	Options vest in accordance with Section 10.1(b)	Options expire on the scheduled expiry date of the Option
Termination with cause, whether defined in this Plan or otherwise	All vested and unvested Options as of the Termination Date are forfeited	All vested and unvested Options as of the Termination Date are forfeited

7.3 Options shall not be affected by any change of employment of the Optionee where the Optionee continues to be employed on a full-time basis by, or continues to be an officer of, the Corporation (including for purposes of this Section any Affiliate).

7.4 If an Option expires during, or within five Business Days after, a trading black-out period imposed by the Corporation to restrict trades in the Corporation’s securities, then, notwithstanding any other provision of the Plan, the expiry date of the Option shall be deemed to be extended for a period of ten Business Days less the number of Business Days between the date on which the trading black-out period is lifted by the Corporation and the date on which the Option would have otherwise expired.

8. EXERCISE OF OPTIONS

8.1 Subject to the provisions of the Plan, an Option may be exercised from time to time by notification by the Optionee using the automated web-based participant platform provided at the direction of the Corporation to facilitate the administration of the Corporation’s stock-based compensation programs, including this Plan. Certificates for such Shares shall be issued and delivered to the Optionee within a reasonable time following the receipt of such notice and full payment in cash or cash equivalent.

13

8.2 Notwithstanding any of the provisions contained in the Plan or in any Option, the Corporation’s obligation to issue Shares to an Optionee pursuant to the exercise of an Option shall be subject to:

(a) completion of such registration or other qualification of such Shares or obtaining approval of such governmental authority as the Corporation shall determine to be necessary or advisable in connection with the authorization, issuance, or sale thereof;

(b) the listing of such Shares on any stock exchange on which the Shares may then be listed; and

(c) the receipt from the Optionee of such representations, agreements, and undertakings, including as to future dealings in such Shares, as the Corporation or its counsel determines to be necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdiction.

In this connection the Corporation shall, to the extent necessary, take all reasonable steps to obtain such approvals, registrations, and qualifications as may be necessary for the issuance of such Shares in compliance with applicable securities laws and for the listing of such Shares on any stock exchange on which the Shares are then listed.

8.3 Notwithstanding any of the provisions contained in the Plan or in any Option, the Corporation or any Affiliate may require as a condition for the exercise of an Option an arrangement satisfactory to the Corporation or Affiliate concerning any and all employment taxes that may be due as a result of the exercise of the Option. Any such arrangement could include, but is not limited to, the following terms:

(a) the Optionee’s remittance to the Corporation or Affiliate of the amount of employment taxes required to be withheld in the transaction; or

(b) for Optionees who are existing employees, the employment taxes required to be withheld in the transaction could be withheld from the Optionee’s other cash compensation.

9. EXERCISE OF SARS

9.1 Subject to the provisions of the Plan, SARs may be exercised from time to time by notification by the Optionee using the automated web-based participant platform provided at the direction of the Corporation to facilitate the administration of the Corporation’s stock-based compensation programs, including this Plan. Cash in an amount equal to the aggregate of the amounts payable under Article 6 in respect of the surrender of such rights, net of any applicable withholdings (including employment taxes), shall be delivered to the Optionee within a reasonable time following the receipt of such notice.

14

9.2 Payments pursuant to this Article 9 shall be made timely by either the Corporation or the Affiliate that employs the Optionee, as directed by the Board from time to time.

10. CHANGE IN OWNERSHIP OR CONTROL / ADJUSTMENT PROVISIONS

10.1 The following shall apply in the event of a Change in Ownership or Control:

(a) Options Granted On or Before December 31, 2012. With respect to Options granted on or before December 31, 2012 only, in circumstances where the holders of Shares or vested Options would have the right to vote or dissent in respect of or participate in a transaction or transactions giving rise to a Change in Ownership or Control event described in clauses (i), (iii), (iv), or (vi) of the definition of Change in Ownership or Control set forth in Schedule “A”:

(i) the Corporation shall ensure that each Optionee shall have the same such rights to vote, dissent, or participate as such Optionee would have if, at all material times, the Optionee’s outstanding unvested Options were vested and the Optionee’s Options (vested and unvested) had been fully exercised by the Optionee at all material times; and

(ii) upon the occurrence of such Change in Ownership or Control event, the Optionee shall execute and deliver such documents and instruments and take such other action including, without limitation, exercise of Options vesting upon such occurrence pursuant to Section 7.2, as may be required by the Corporation, consistent with the Optionee’s exercise of the rights pursuant to Section 10.1(a)(i) above.

(b) Options Granted On and After January 1, 2013. With respect to Options granted on and after January 1, 2013 only, if a Change in Ownership or Control event described in Schedule “B” shall conclusively be deemed to have occurred and at least one of the two additional circumstances described below occurs:

(i) upon the Change in Ownership or Control event the surviving corporation (or any affiliate thereof) or the potential successor (or any affiliate thereto) does not continue or assume the Corporation’s obligations with respect to each Option or does not provide for the conversion or replacement of each Option with an equivalent award that satisfies the criteria set forth in Section 10.1(b)(A) or Section 10.1(b)(B), respectively; or

(ii) in the event that the Options are continued, assumed, converted or replaced as contemplated in Section 10.1(b)(i), during the two-year period following the effective date of a Change in Ownership or Control, the Optionee is terminated without Cause or the Optionee resigns for Good Reason;

15

then there shall be immediate full vesting of each outstanding Option and each Option may be exercised, in whole or in part, even if such Option is not otherwise exercisable in accordance with its terms. For purposes of Section 10.1(b)(i):

(A) the obligations with respect to each Option shall be considered to have been continued or assumed by the surviving corporation (or any affiliate thereto) or the potential successor (or any affiliate thereto), if each of the following conditions are met, which determination shall be made solely in the discretionary judgment of the Board, which determination shall be made in advance of the effective date of the Change in Ownership or Control event and shall be final and binding, subject to Applicable Law:

(I) the Shares remain publicly held and widely traded on an established stock exchange; and

(II) the terms of the Plan and each Option are not altered or impaired without the consent of the Optionee;

(B) the obligations with respect to each Option shall be considered to have been converted or replaced with an equivalent award by the surviving corporation (or any affiliate thereto) or the potential successor (or any affiliate thereto), if each of the following conditions are met, which determination shall be made solely in the discretionary judgment of the Board, which determination shall be made in advance of the effective date of the Change in Ownership or Control event and shall be final and binding, subject to Applicable Law:

(I) each Option is converted or replaced with a replacement award in a manner that qualifies under Subsection 7(1.4) of the Income Tax Act (Canada) in the case of an Optionee that is a Canadian Taxpayer or that complies with Code Section 409A in the case of an Optionee that is a US Taxpayer on all or any portion of the benefit arising in connection with the grant, exercise and/or other disposition of such award;

16

(II) the converted or replaced award preserves the existing value of each underlying Option being replaced, contains provisions for scheduled vesting and treatment on termination of employment (including the definition of Cause and Good Reason) that are no less favourable to the Optionee than the underlying Option being replaced, and all other terms of the converted award or replacement award (other than the security and number of shares represented by the continued award or replacement award) are substantially similar to the underlying Option being converted or replaced; and

(III) the security underlying the converted or replaced award is of a class that is publicly held and widely traded on an established stock exchange.

(c) All Options. If a Change in Ownership or Control event described in Schedule “B” shall conclusively be deemed to have occurred, the Board may, in advance of the effective date of the Change in Ownership or Control, cause all of the following events to occur:

(i) the Board may accelerate the dates upon which any or all outstanding Options shall vest and be exercisable, without regard to whether such Options have otherwise vested in accordance with their terms;

(ii) the Board shall have the right, but not the obligation, and without the consent of any Optionee, to permit each Optionee, within a specified period of time prior to the completion of the Change in Ownership or Control as determined by the Board, to exercise all of the Optionee’s outstanding Options (to the extent then vested and exercisable, including by reason of accelerated vesting), but subject to and conditional upon the completion of the Change in Ownership or Control event;

(iii) the Optionee shall execute such documents and instruments and take such other actions, including exercise of vested Options, as may be required consistent with the foregoing; provided, however, that the exercise of vested Options pursuant to this Section 10.1(c)(iii) shall be subject to the completion of the Change in Ownership or Control event;

(iv) subject to and conditional upon completion of the Change in Ownership or Control event, then there shall be immediate full vesting of each outstanding Option and the Optionee shall (as soon as practicable) be entitled to receive a lump sum cash amount

17

equal to the excess, if any, between the Exercise Price and the market price per Share on the date the Option is terminated (subject to Section 7.4), and thereafter the Plan and all outstanding all Options with an Exercise Price that exceeds the market price per Share on the date the Option is terminated (subject to Section 7.4) shall be deemed to be terminated; and

(v) Subject to any other terms of the Plan, in taking any of the actions contemplated by this Section 10.1(c), the Board shall not be obligated to treat all Options held by any Optionee, or all Options in general, identically.

In the event a Change in Ownership or Control is not completed, the Corporation may revoke any action previously taken under this Section 10.1(c). The Corporation may exercise such right by notice in writing to the Grantee and Options shall thereafter continue to be allocated to the Grantee in accordance with their terms.

This Section 10.1(c) is intended to be permissive and may be utilized independently or successively or in combination or otherwise.

10.2 Appropriate adjustments regarding Options granted or to be granted, in the number of Shares covered by the outstanding Option and in the Exercise Price, shall be made by the Board to give effect to adjustments in the number of Shares resulting from subdivisions, consolidations, or reclassifications of the Shares, the payment of stock dividends by the Corporation (other than dividends in the ordinary course) or other relevant changes in the capital stock of the Corporation. The appropriate adjustment in any particular circumstance shall be conclusively determined by the Board in its sole discretion, subject to approval by the shareholders of the Corporation and to acceptance by the Toronto Stock Exchange, respectively, if applicable. No adjustment shall be made pursuant to this Section 10.2 with regard to US Taxpayers unless consistent with the terms of the Code Section 409A Treasury Regulations which provide for the exemptions of stock options and SARs from Code Section 409A and shall not include any feature for the deferral of compensation other than the deferral of recognition of income from the exercise of the Options and SARs.

11. AMENDMENT OR DISCONTINUANCE OF PLAN AND OPTIONS GRANTED UNDER THE PLAN

11.1 The Board may amend, suspend, or discontinue the Plan, and amend or discontinue any Options granted under the Plan, at any time. Without limiting the foregoing, the Board is specifically authorized to amend the terms of the Plan, and the terms of any Options granted under the Plan, without obtaining shareholder approval, to:

18

(a) amend the vesting provisions in circumstances involving the retirement, termination, death, or Disability of Optionees;

(b) amend the provisions relating to a Change in Ownership or Control;

(c) amend the termination provisions, except as otherwise provided in Section 11.3(b) hereof;

(d) amend the eligibility requirements of Eligible Persons which would have the potential of broadening or increasing Insider participation, except as otherwise provided in Section 11.2(c) hereof;

(e) add any form of financial assistance;

(f) amend a financial assistance provision which is more favourable to Eligible Persons;

(g) add a cashless exercise feature, payable in cash or securities, whether or not the feature provides for a full deduction of the number of underlying Shares from the reserved Shares;

(h) add a deferred or restricted share unit or any other provision which results in Eligible Persons receiving securities while no cash consideration is received by the Corporation; and

(i) make other amendments of a housekeeping nature.

For greater certainty, the Board may at any time without requiring the consent or agreement of an Optionee add SARs to any Option granted on or before December 31, 2014, that was granted without connected SARs.

11.2 Notwithstanding Section 11.1, no amendments to the Plan to:

(a) increase the number of Shares reserved for issuance under the Plan (including a change from a fixed maximum number of Shares to a fixed maximum percentage of Shares);

(b) change the manner of determining the Exercise Price so that the Exercise Price is less than the Market Price of the Shares on the date on which the Options are granted by the Board;

(c) include directors who are not also Eligible Persons;

(d) amend Section 5.8 hereof; or

(e) amend the amending provisions set forth in Sections 11.1, 11.2 or 11.3;

shall be made without obtaining approval of the shareholders in accordance with the requirements of the Toronto Stock Exchange.

19

11.3 Notwithstanding Section 11.1, no amendments to granted Options to:

(a) reduce the Exercise Price, or cancel and reissue any Options so as to in effect reduce the Exercise Price;

(b) extend the termination date beyond the original expiration date, other than in accordance with Section 7.4 hereof; or

(c) permit granted Options to be transferable or assignable other than in accordance with Section 5.8 hereof;

shall be made without obtaining approval of the shareholders in accordance with the requirements of the Toronto Stock Exchange; and no action shall be taken with respect to granted Options without the consent of the Optionee, unless the Board determines that such action does not materially alter or impair such Option.

11.4 No amendment, suspension, or discontinuance of the Plan or of any granted Option may contravene the requirements of the Toronto Stock Exchange or any securities commission or regulatory body to which the Plan or the Corporation is now or may hereafter be subject.

12. PRIORITY CLAUSE

In the event of any inconsistency or conflict between the provisions of (i) the Plan and/or an Optionee’s Option, and (ii) any written agreement between the Optionee and the Corporation or Affiliate (as applicable) (as amended from time to time), with respect to the circumstances or the dates upon which Options shall vest and/or be exercisable, or the expiry, forfeiture or termination of such Options, the provisions of the written agreement between the Optionee and the Corporation or Affiliate (as applicable) shall prevail with respect to the Optionee to the extent that such provisions are more favourable to the Optionee.

13. ACCOUNTS AND STATEMENTS

The Corporation shall maintain, or cause to be maintained, records of the details of each Option granted to each Optionee under the Plan. Upon request therefor from an Optionee and at such other times as the Corporation shall determine, the Corporation shall furnish, or cause to be furnished, to the Optionee a statement setting forth details of his or her Options. Such statement shall be deemed to have been accepted by the Optionee as correct unless written notice to the contrary is given to the Corporation within 10 days after such statement is given to the Optionee.

20

14. NOTICES

14.1 Any payment, notice, statement, certificate, or other instrument required or permitted to be given to an Optionee or any person claiming or deriving any rights through him or her shall be given by:

(a) using the automated web-based participant platform provided at the direction of the Corporation to facilitate the administration of the Corporation’s stock-based compensation programs, including this Plan;

(b) delivering it personally to the Optionee or the person claiming or deriving rights to him or her, as the case may be; or

(c) mailing it, postage paid (provided that the postal service is then in operation), or otherwise having it delivered to the address which is maintained for the Optionee in the Corporation’s or the Affiliate’s (as the case may be) personnel records.

14.2 Any payment, notice, statement, certificate or instrument required or permitted to be given to the Corporation shall be given by personal delivery, by mailing it, postage prepaid (provided that the postal service is then in operation), or by otherwise having it delivered to the Corporation at the following address:

Nutrien Ltd.

13131 Lake Fraser Drive S.E.

Calgary, Alberta T2J 7E8

Attention: Corporate Secretary

14.3 Any payment, notice, statement, certificate or instrument referred to in Sections 14.1 or 14.2, if delivered, shall be deemed to have been given or delivered, on the date on which it was delivered or, if mailed (provided that the postal service is then in operation), shall be deemed to have been given or delivered on the second Business Day following the date on which it was mailed.

15. MISCELLANEOUS

15.1 No Rights as Shareholder. The holder of an Option shall not have any rights as a shareholder of the Corporation with respect to any of the Shares covered by such Option until such holder shall have exercised such Option in accordance with the terms of the Plan and the issuance of the Shares by the Corporation.

15.2 Withholdings. For greater certainty, all payments to be made pursuant to this Plan shall be subject to the withholding of all applicable taxes.

21

15.3 No Rights to Employment. Nothing in the Plan or any Option shall confer upon any Optionee any right to continue in the employ of the Corporation or any Affiliate or affect in any way the right of the Corporation or Affiliate to terminate his or her employment at any time; nor shall anything in the Plan or any Option be deemed or construed to constitute an agreement, or an expression of intent, on the part of the Corporation or Affiliate to extend the employment of any Optionee beyond the time that he or she would normally be retired pursuant to the provisions of any present or future retirement plan of the Corporation or Affiliate or any present or future retirement policy of the Corporation or any such Affiliate, or beyond the time at which he or she would otherwise be retired pursuant to the provisions of any contract of employment with the Corporation or Affiliate. For greater certainty, a period of notice, if any, or payment in lieu thereof, upon termination of employment, wrongful or otherwise, shall not be considered as extending the period of employment for the purposes of the Plan.

15.4 Reporting. To the extent required by law or regulatory policy necessary to allow Shares issued on exercise of an Option to be free of resale restrictions, the Corporation shall report the grant, exercise, or termination of the Option to the Toronto Stock Exchange and the appropriate securities regulatory authorities.

15.5 US Taxpayer Provision. The Plan and all actions by the Board in respect thereof with respect to any Options held by US Taxpayers under the Plan are intended to qualify for the exemptions from Code Section 409A provided in Treasury Regulations 1.409A-1(b)(5)(i)(A) and (B). The Plan shall at all times be construed in accordance with such intent.

16. SHAREHOLDER AND REGULATORY APPROVAL

The Plan shall, to the extent required by Applicable Law, be subject to the approval of the shareholders of the Corporation to be given by a resolution passed at a meeting of the shareholders of the Corporation in accordance with the Canada Business Corporations Act and to acceptance by the Toronto Stock Exchange.

17. EFFECTIVE DATE AND TRANSITION

This Plan, originally approved and implemented by Agrium Inc. on March 15, 1995, as amended January 5, 1996, amended May 5, 1999, amended May 10, 2000, amended May 8, 2002, amended and restated effective January 1, 2004 (with shareholder approval at the Annual General Meeting of Shareholders held on April 28, 2004), amended May 9, 2005 (with shareholder approval at the Annual and Special General Meeting of Shareholders held on May 9, 2005), amended December 13, 2005, amended and restated effective February 21, 2007 (with shareholder approval at the Annual and Special Meeting of Shareholders held on May 9, 2007), amended and restated effective February 27, 2008, amended and restated effective December 12, 2008, amended and restated effective January 1, 2013, amended and restated effective January 1, 2014 (with shareholder approval at the Annual and Special Meeting of Shareholders held on May 7, 2014), amended and restated effective January 1, 2015, amended and restated effective January 1, 2016, and amended and restated effective January 1, 2018, has been assumed by the Corporation effective January 1, 2018, and shall continue in full force and effect as amended and restated effective January 1, 2018, as herein provided. Any Options

22

outstanding and credited to an Optionee as of January 1, 2018 that have been assumed and exchanged by the Corporation effective January 1, 2018 shall be governed in accordance with their terms and by the provisions of this Plan, as amended and restated as of January 1, 2018, effective as of January 1, 2018.² For greater certainty, any amendments to the Plan as of a specific date shall not apply retroactively to any Options that were granted prior to such date and that are no longer outstanding and credited to an Optionee as of such date.

18. GENERAL

18.1 Governing Law. The Plan shall be governed and interpreted in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein. Any actions, proceedings or claims in any way pertaining to the Plan shall be commenced in the courts of the Province of Alberta in the case of an Optionee who was last employed in Canada by the Corporation or an Affiliate. Any actions, proceedings or claims in any way pertaining to the Plan shall be commenced in the courts of the State of Colorado in the case of an Optionee who was last employed in the United States by the Corporation or an Affiliate.

18.2 Statutes, etc. Any reference to a statute, regulation, rule, instrument, or policy statement shall refer to such statute, regulation, rule, instrument, or policy statement as the same may be amended, replaced, or re-enacted from time to time.

18.3 Severability. If any provision of this Plan is determined to be void, the remaining provisions shall be binding as though the void parts were deleted.

18.4 Gender, Singular, Plural. In the Plan, references to the masculine include the feminine; and references to the singular shall include the plural and vice versa, as the context shall require.

18.5 Headings, Sections. Headings and captions used herein are for reference purposes only and do not limit or extend the meaning of the provisions herein contained. A reference to a section or schedule shall, except where expressly stated otherwise, mean a section or schedule of the Plan, as applicable.

18.6 US Provision. Notwithstanding any other provision of this Plan, any Board action concerning the Plan and a US Taxpayer, or any Option granted hereunder to a US Taxpayer, shall satisfy the requirements of the exemptions from the application of Code Section 409A under Treasury Regulation 1.409A-1(b)(5).

²  The Board of Directors of the Corporation has resolved that no additional Options will be granted under the Plan from and after January 1, 2018.

23

SCHEDULE “A”

Defined Terms Applicable to Options Granted On or Before December 31, 2012

“Change in Ownership or Control” shall mean a change in the legal or effective control of the Corporation, the creation of a Control Block, or the coming into existence of a Controlling Party, in any manner whatsoever, whether as a result of, or in connection with, a take-over bid, amalgamation, arrangement, merger, other form of business combination, asset disposition, contested election of the Board, or any combination of the foregoing transactions, or otherwise; and without limiting the foregoing, a Change in Ownership or Control shall conclusively be deemed to have occurred upon the occurrence of any of the following events:

(i) any acquisition, direct or indirect, of securities of the Corporation, any amalgamation, arrangement, merger, reorganization, or other business combination or any other transaction which results in a person or group of persons becoming a Controlling Party or which results in a Controlling Party holding securities in a number which would entitle the holder or holders thereof to cast 20% or more (a “Control Block”) of the votes attaching to all voting securities of the Corporation (or any resulting corporation) which may be cast to elect directors of the Corporation or any resulting corporation;

(ii) the sale, lease, exchange, or other transfer or disposition, in a single transaction or a series of related transactions, of (a) assets of the Corporation having a market value equal to 50% or more of the market value of all of the assets of the Corporation or (b) assets comprising all or substantially all of a business segment or division of the Corporation (but only with respect to the Optionees responsible for such business segment or division);

(iii) the liquidation, dissolution, or winding-up of the Corporation or any successor or any subsidiary or division, in a single transaction or a series of related transactions, which results in a distribution of (a) assets of the Corporation having a market value equal to 50% or more of the market value of all of the assets of the Corporation or (b) assets comprising all or substantially all of a business segment or division of the Corporation (but only with respect to the Optionees responsible for such business segment or division), or if the Corporation becomes bankrupt or insolvent;

(iv) any amalgamation, arrangement, merger, reorganization, consolidation or other business combination or any other transaction, in a single transaction or a series of related transactions, unless (A) the total voting power represented by the voting securities entitled to vote in the election of directors of the Corporation immediately prior to the implementation of such a transaction (or first transaction in a series of related transactions) (the “Pre-Transaction Voting Securities”) represents at least 60% of the total voting power represented by the voting securities entitled to vote in the election of directors of the Corporation or any resulting entity (including any entity which owns the Corporation or all or substantially all of its assets) immediately after the implementation of such a transaction (or last transaction in a series of related transactions) (the “Post-Transaction Voting Securities”), and (B) the voting power among the holders of the Post-Transaction Voting Securities is in substantially the same proportion as the voting power among the holders of the Pre-Transaction Voting Securities;

(v) a change in the composition of the Board, as a result of a contested election of directors, with the result that the persons who were directors of the Corporation prior to such contested election, together with any new directors of the Corporation whose election is proposed by management and endorsed by a majority of the members of the Board prior to the date of the election, do not constitute a majority of the directors elected in such election; or

(vi) the Board adopts a resolution to the effect that, for purposes of this Plan, a change in control of the Corporation has occurred or is imminent. At the time that the Board considers any major acquisition or divestiture, it also shall consider whether the transaction, acquisition, or divestiture should be considered a change of control for the purposes of this clause.

For the purposes of this definition, “associate” and “person” shall have the meaning given to such terms in Sections 1(c) and 1(mm), respectively, of the Securities Act (Alberta).

For the purposes of this definition, “Controlling Party” means any person or any group of persons acting in concert, or associates or affiliates of any such person or group of persons, other than the Corporation or any subsidiary, which holds beneficially and/or of record, directly and/or indirectly, a Control Block or which participates in a transaction or series of transactions pursuant to which such person or group of persons acquires effective control of the Corporation.

A-2

SCHEDULE “B”

Defined Terms Applicable to Options Granted On and After January 1, 2013

For purposes of the Plan, a “Change in Ownership or Control” shall conclusively be deemed to have occurred upon the occurrence of any of the following events:

(i) any acquisition, direct or indirect, of securities of the Corporation, or any amalgamation, arrangement, merger, reorganization, consolidation or other business combination or any other transaction which results in a person or group of persons becoming a Controlling Party;

(ii) the sale, transfer or other disposition, in a single transaction or a series of related transactions within any 12 month period (including by way of the liquidation, dissolution, dividend, winding-up or other transaction of the Corporation or any successor or any subsidiary or division), of (a) fixed assets of the Corporation having a book value equal to 50% or more of the book value of all of the fixed assets of the Corporation, or (b) fixed assets comprising all or substantially all of a business segment or division of the Corporation (but only with respect to the executives responsible for such business segment or division); and for purposes hereof, book value shall be based on book value as shown on the most recent available audited annual or unaudited quarterly consolidated financial statements of the Corporation;

(iii) any amalgamation, arrangement, merger, reorganization, consolidation or other business combination or any other transaction, in a single transaction or a series of related transactions, unless (A) the total voting power represented by the voting securities entitled to vote in the election of directors of the Corporation immediately prior to the implementation of such a transaction (or first transaction in a series of related transactions) (the “Pre-Transaction Voting Securities”) represents at least 50% of the total voting power represented by the voting securities entitled to vote in the election of directors of the Corporation or any resulting entity (including any entity which owns the Corporation or all or substantially all of its assets) immediately after the implementation of such a transaction (or last transaction in a series of related transactions) (the “Post-Transaction Voting Securities”), and (B) the voting power among the holders of the Post-Transaction Voting Securities is in substantially the same proportion as the voting power among the holders of the Pre-Transaction Voting Securities;

(iv) a change in the composition of the Board, as a result of a contested election of directors, with the result that the persons who were directors of the Corporation prior to such contested election, together with any new directors of the Corporation whose election is proposed by management and endorsed by a majority of the members of the Board prior to the date of the election, do not constitute a majority of the directors elected in such election; or

(v) the Board adopts a resolution to the effect that, for purposes of the Plan, a change in ownership or control of the Corporation has occurred or is imminent. At the time that the Board considers any major acquisition or divestiture, it also shall consider whether the transaction, acquisition or divestiture should be considered a change of control for the purposes of this clause.

For the purposes of this definition, “associate” and “person” shall have the meaning described in Section 2(1) of the Canada Business Corporations Act.

For the purposes of this definition, “Controlling Party” means any person and/or group of persons acting jointly or in concert, including associates or affiliates of any such person and/or group of persons, other than the Corporation or any subsidiary, which holds beneficially and/or of record, directly and/or indirectly, securities in a number which would entitle the holder or holders thereof to cast 35% or more of the votes attaching to all voting securities of the Corporation (or any resulting corporation) which may be cast to elect directors of the Corporation or any resulting corporation.

B-2

EX-4.5

Exhibit 4.5

AGRIUM 401(k)

RETIREMENT SAVINGS PLAN

Effective May 1, 1993

Amended and Restated

as of January 1, 2014

AGRIUM 401(K) RETIREMENT SAVINGS PLAN

TABLE OF CONTENTS

ARTICLE 1 — INTRODUCTION		1
ARTICLE 2 — DEFINITIONS		2
2.1	Terms	2
2.2	Account	2
2.3	Accounting Date	2
2.4	Active Participant	2
2.5	Affiliated Company	2
2.6	Beneficiary	2
2.7	Board	3
2.8	Catch-up Account	3
2.9	Catch-up Contribution	3
2.10	Code	3
2.11	Committee	3
2.12	Company	3
2.13	Deferred Income Contributions	3
2.14	Earnings	3
2.15	Effective Date	4
2.16	Employee	4
2.17	Employer (or Participating Company)	4
2.18	Employer Basic Contribution	4
2.19	Employer DC Transition Credit Contribution	4
2.20	Employer Matching Contribution	4
2.21	Employer Securities	5
2.22	Employment	5
2.23	Employment Date	5
2.24	ERISA	5
2.25	Highly Compensated Employee	5
2.26	Hour of Service	6
2.27	Leased Employee	7
2.28	Limitation Year	7
2.29	Normal Retirement Date	7
2.30	One-Year Break in Service	7
2.31	Parent Corporation	8
2.32	Participant	8
2.33	Plan	8
2.34	Plan Year	8
2.35	Qualified Military Service	8
2.36	Reemployment Date	8
2.37	Rollover Account	9
2.38	Rollover Contribution	9
2.39	SERP DC Plan Earnings Limit	9
2.40	SERP Member	9
2.41	Successor Company	9
2.42	Termination Date	9
2.43	Terminology	9
2.44	Transferor Plan	9
2.45	Transferred Employee	10
2.46	Trust Agreement	10
2.47	Trust Fund or Fund	10
2.48	Trustee	10

i

ARTICLE 3 — PARTICIPATION		11
3.1	Initial Participants	11
3.2	Future Participants	11
3.3	Reemployment	11
3.4	Transfers	11
ARTICLE 4 — EMPLOYER CONTRIBUTIONS		13
4.1	Employer Matching Contributions	13
4.2	Form and Timing of Contributions	13
4.3	Limitation on Contributions	13
4.4	Employer Basic Contributions	13
4.5	Employer DC Transition Credit Contributions	14
4.6	Employer Contributions	14
ARTICLE 5 — PARTICIPANT CONTRIBUTIONS		15
5.1	Basic Deferred Income Contributions	15
5.2	Voluntary Deferred Income Contributions	15
5.3	Participant Transfer Contributions	16
5.4	Catch-up Contributions	16
5.5	Change in Percentage of Contributions	17
5.6	Suspension of Participant Contributions	17
5.7	Rollover Contributions	17
5.8	Default Compensation Reduction Elections and Automatic Step-Up	18
ARTICLE 6 — INVESTMENT OF CONTRIBUTIONS		20
6.1	Investment of Participant Contributions	20
6.2	Change in Current Investment Election	20
6.3	Conversion of Past Investment Elections	20
6.4	Investment of Employer Contributions	20
ARTICLE 7 — VALUATION OF PARTICIPANTS’ ACCOUNTS		21
7.1	Individual Accounts	21
7.2	Crediting of Participant Contributions	21
7.3	Value of the Participant Accounts	21
7.4	Crediting of Employer Contributions	22
7.5	Value of the Employer Account	22
7.6	Adjusted Net Worth	22
7.7	Allocation of Cash Dividends	22
7.8	Stock Splits, Warrants, or Options	22
7.9	Statements	22
ARTICLE 8 — VESTING		23
8.1	Vesting	23
8.2	Vesting Provisions Applicable to Transferred Accounts	23
ARTICLE 9 — DISTRIBUTION		27
9.1	Distribution Upon Termination of Employment	27
9.2	Form of Distribution	28
9.3	Deferral of Distribution	28
9.4	Distribution to Alternate Payee	28
9.5	Distribution Upon Transfer	29

ii

9.6	Minimum Distribution Requirements	29
9.7	Eligible Rollover Distributions	33
9.8	Rollover by a Non-Spouse Designated Beneficiary	35
9.9	Direct Rollover to Roth IRA	35
9.10	Elective Deemed Military Severance	35
9.11	Qualified Reservist Distribution	36
ARTICLE 10 — WITHDRAWALS AND LOANS		37
10.1	Withdrawals and Loans - In General	37
10.2	Withdrawal of Employee Transfer Contributions	37
10.3	Hardship Withdrawals	37
10.4	Value and Payment of Withdrawals	39
10.5	Loans	39
10.6	In-Service Withdrawals	39
ARTICLE 11 — OPERATION OF THE PLAN		40
11.1	Administrator	40
11.2	Named Fiduciary	40
11.3	Actions of Fiduciaries	40
11.4	Procedures for Plan Operation	40
11.5	Funding Policy	40
11.6	Assets in Trust	40
11.7	Expenses	41
ARTICLE 12 — PLAN ADMINISTRATION		42
12.1	Administrator	42
12.2	Appointment of Committee	42
12.3	Information from Participants	42
12.4	Authority to Act	42
12.5	Liability for Acts	42
12.6	Compensation and Expenses	43
12.7	Indemnity	43
12.8	Denied Claims	43
12.9	Reliance on Reports and Certificates	44
ARTICLE 13 — THE TRUST		45
13.1	Trust Agreement	45
13.2	Trust Funds	45
ARTICLE 14 — AMENDMENT OF THE PLAN		46
14.1	Right to Amend	46
14.2	Restrictions on Amendment	46
ARTICLE 15 — TERMINATION OF THE PLAN		47
15.1	Events Constituting Termination	47
15.2	Manner of Distribution	47
15.3	Residual Amounts	47
15.4	Liquidation of Trust Fund	47
15.5	Internal Revenue Service Approval for Distribution	47
ARTICLE 16 — MISCELLANEOUS PROVISIONS		48
16.1	No Assignment of Benefit	48
16.2	No Implied Rights to Employment	48

iii

16.3	Plan Assets, Merger, or Transfer	48
16.4	Remittance of Contributions	48
16.5	Limitation on Annual Additions	48
16.6	Non-Reversion	50
16.7	Voting Rights	50
16.8	Incapacity	50
16.9	Effectuation of Interest	50
16.10	Headings	50
16.11	Copy of Plan	51
16.12	Governing Law	51
ARTICLE 17 — TOP-HEAVY PROVISIONS		52
17.1	Applicability of Section	52
17.2	Definitions	52
17.3	Vesting Schedule	55
17.4	Minimum Contribution	55
APPENDIX A PARTICIPATING COMPANIES		57
APPENDIX B GRANDFATHERED PROVISIONS PERTAINING TO MERGED PLANS		58

iv

ARTICLE 1 – INTRODUCTION

The Cominco Fertilizers (U.S.) Inc. Supplemental Retirement Savings Plan was established effective on May 1, 1993, and was a spinoff of the Cominco American Incorporated Supplemental Retirement Savings Plan. Effective as of January 1, 1997, the name of the Plan was changed to the Agrium 401(k) Retirement Savings Plan. The purpose of this Plan is to encourage employee savings and to motivate employees to add to the profitability of the Company. The benefits of the Plan are designed to supplement other Company benefits. The Plan is hereby amended and restated in its entirety as of January 1, 2014.

Effective December 1, 2008, all assets and liabilities of the Homestead 401(k) Savings Plan for Hourly Employees and its associated trust were transferred to this Plan and the Homestead 401(k) Savings Plan for Hourly Employees was merged with and into this Plan.

It is the intention of the Company that the Plan, and the Trust established to provide benefits for Participants in the Plan, be a profit-sharing Plan and that they shall meet the requirements of the Employee Retirement Income Security Act of 1974 (ERISA) and shall be qualified and exempt under Sections 401(a), 401(k) and 501(a) of the Code of 1986, as amended from time to time.

1

ARTICLE 2 – DEFINITIONS

2.1 Unless otherwise clearly indicated by the context, the terms used in this Plan shall have the meanings set forth in the remaining paragraphs of this Article 2.

2.2 Account

Account shall mean the Deferred Income Contribution Account, Employer Basic Contribution Account, Employer DC Transition Credit Account, Employee Transfer Account, Loan Account, Employer Matching Contribution Account, Rollover Account and Catch-up Account, collectively or singly as the context requires.

2.3 Accounting Date

Accounting Date shall be each day of the Plan Year.

2.4 Active Participant

Active Participant shall mean a Participant who satisfied and continues to satisfy the requirements set forth in Paragraph 3.1 or 3.2 and is making Basic Deferred Income Contributions pursuant to Paragraph 5.1.

Effective for Plan Years beginning on and after January 1, 2004, Active Participant shall mean a Participant who satisfied and continues to satisfy the requirements set forth in Paragraph 3.1 or 3.2 and is making Voluntary Deferred Income Contributions pursuant to Paragraph 5.2.

2.5 Affiliated Company

Affiliated Company shall mean each business entity (other than an Employer), whether or not incorporated and whether or not such entity has adopted the Plan which at the time of reference is (1) a member of a “controlled group of corporations” or a group under “common control” with an Employer, or (2) a member of an “affiliated service group” which includes an Employer, all as determined under Code Sections 414(b), (c), (m) or (o), or, solely for purposes of Paragraph 16.5, the rules set forth in Code Section 415(h).

2.6 Beneficiary

Beneficiary shall mean any person, trust, estate, or entity designated by a Participant to receive benefits payable in the event of the death of the Participant, in accordance with the provisions of the Plan. If the primary Beneficiary is not the spouse of a married Participant, then the spouse must consent (in writing and either notarized or witnessed by a Plan representative) to the selection. If the Participant is not married and no Beneficiary is designated under this Plan, the Beneficiary designation shall be deemed to be the same as Beneficiary designated by the Participant under the Company’s group life insurance policy. If no such designation is in effect under this Plan or the life insurance Plan at the time of the death of the Participant, the Beneficiary shall be the spouse of the Participant or if the Participant does not have a living spouse, then the estate of the Participant. The Participant may change the designation of his Beneficiary under this Plan at any time by filing a new designation, subject to the requirement of spousal consent.

2

2.7 Board

Board shall mean the Board of Directors of the Company, except that any action which may be taken by the Board may also be taken by a duly authorized committee of the Board or by such other person or group as may be designated by the Board (to the extent of such designation).

2.8 Catch-up Account

Catch-up Account shall mean the account established for a Participant in accordance with Paragraph 7.1 that reflects his share of a Fund attributable to his Catch-up Contributions, as adjusted from time to time pursuant to Paragraph 7.3.

2.9 Catch-up Contribution

Catch-up Contribution shall mean a contribution made to this Plan in accordance with Paragraph 5.5.

2.10 Code

Code shall mean the Code of 1986, as amended from time to time.

2.11 Committee

Committee means the Pension Committee established by the Company pursuant to the provisions of Paragraph 12.2 of the Plan.

2.12 Company

Company shall mean Agrium U.S. Inc. and any Successor Company.

2.13 Deferred Income Contributions

Deferred Income Contributions shall mean the sum of the Participant’s Basic Deferred Income Contribution and the Participant’s Voluntary Deferred Income Contribution as described in Paragraphs 5.1 and 5.2.

2.14 Earnings

Earnings shall mean gross pay as determined under the Company’s payroll policy. Earnings shall specifically include Deferred Income Contributions, Catch-up Contributions, Employee-elective contributions that are excludable from income under Code Section 125, and elective amounts that are not includable in gross income by reason of Section 132(f)(4) of the Code, but will exclude any relocation allowance, sale of vacation, severance pay, and bonus and/or incentive pay. Earnings for suspended Participants (pursuant to Paragraph 3.4(c)) shall consist only of Earnings earned while the Participant was an Active Participant.

An Employee’s Earnings for Plan purposes shall not exceed $260,000 annually, or such higher amount as may be permitted by law for cost-of-living indexation, in accordance with Code Section 401(a)(17) and regulations thereunder.

Earnings shall also include the special allowance for employees at Alaska locations as well as Earnings as described in this Plan.

3

Effective for Plan Years beginning on and after January 1, 1998, for purposes of this Paragraph 2.14, amounts under Code Section 125 include any amounts not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that he or she has other health coverage. An amount will be treated as an amount under Code Section 125 only if the Company does not request or collect information regarding the Participant’s other health coverage as part of the enrollment process under the health Plan.

2.15 Effective Date

Effective Date shall mean May 1, 1993, unless another date shall be designated as the Effective Date by an Affiliated Company at the time it becomes a Participating Company. This amendment and restatement is effective January 1, 2014.

2.16 Employee

Employee shall mean any person who is a common-law employee or a Leased Employee of an Employer or Affiliated Employer.

2.17 Employer (or Participating Company)

Employer (or Participating Company) shall mean the Company and any Affiliated Company designated by the Board as a Participating Company under the Plan, as long as such designation has become effective and continues to be in effect. The terms “Employer” and “Participating Company” shall be used interchangeably throughout the Plan. Any Affiliated Company that is not an Employer shall be referred to as a Non-Participating Company throughout the Plan. The designation as a Participating Company shall become effective only upon the acceptance of such designation and the formal adoption of the Plan by the Participating Company. A Participating Company may revoke its acceptance of such designation at any time, but until it makes such revocation, all of the provisions of the Plan and amendments thereto shall apply to the Employees (and their Beneficiaries) of the Participating Company.

2.18 Employer Basic Contribution

Employer Basic Contribution shall mean the regular annual contribution of each Employer, made to Participants who are eligible for any such contribution during the Plan Year, in accordance with the provisions of Paragraph 4.4.

2.19 Employer DC Transition Credit Contribution

Employer DC Transition Credit Contribution shall mean the annual contribution of each Employer, made to Participants who are eligible for any such contribution during the Plan Year, in accordance with the provisions of Paragraph 4.5.

2.20 Employer Matching Contribution

Employer Matching Contribution shall mean the regular annual contribution of each Employer, made to Participants who are eligible for any Employer Matching Contribution during the Plan Year.

The Employer Matching Contribution of each Employer will equal fifty percent (50%) of the Voluntary Deferred Income Contributions made by the Participants who are eligible for an Employer Matching Contribution for the Plan Year, up to a maximum match of 2.5% of the Participant’s Earnings for the Plan Year.

4

Effective for Plan Years beginning on and after January 1, 2004, the Employer Matching Contribution of each Employer will equal fifty percent (50%) of the Voluntary Deferred Income Contributions made by the Participants who are eligible for an Employer Matching Contribution for the Plan Year, up to a maximum match of 3.0% of the Participant’s Earnings for the Plan Year.

2.21 Employer Securities

Employer Securities shall mean those securities of the Company, an Affiliated Company, or a trade or business related to the Company that qualify as employer securities within the meaning of ERISA Section 407(d)(1).

2.22 Employment

Employment shall mean the period or periods during which an individual is an Employee.

2.23 Employment Date

Employment Date shall mean the date the Employee first performs an Hour of Service.

2.24 ERISA

ERISA shall mean the Employee Retirement Income Security Act of 1974 as amended and any regulations issued pursuant thereto.

2.25 Highly Compensated Employee

Highly Compensated Employee shall mean an Employee who performs service during the Determination Year and is described in one or more of the following groups in accordance with IRS regulations:

(a) An Employee who is a five percent (5%) owner as defined in Section 416(i)(1)(B)(i) of the Code, at any time during the Determination Year or the Look-back Year.

(b) An Employee who received 414(q) Compensation in excess of $115,000 during the Look-back Year and was in the Top-paid Group during the Look-back Year. The $115,000 limitation will be adjusted annually for increases in the cost of living in accordance with Section 415(d) of the Code.

A former Employee shall be treated as a Highly Compensated Employee if such former Employee had a separation year prior to the Determination Year and (i) was a Highly Compensated Employee when he separated from service or (ii) was a Highly Compensated Employee at any time after attaining age 55.

A “separation year” is the Determination Year in which the Employee separates from service. Notwithstanding anything to the contrary in this Plan, Sections 414(b), (c), (m), (n) and (o) of the Code are applied prior to determining whether an Employee is a Highly Compensated Employee.

5

For purposes of this Paragraph 2.25,

“414(q) Compensation” means compensation as defined in Section 414(q)(4) of the Code and the regulations thereunder.

“Determination Year” means the Plan Year for which the determination of who is a Highly Compensated Employee is being made.

“Look-back Year” means the twelve (12) month period preceding the Determination Year.

“Top-paid Group” means the top twenty percent (20%) of Employees when rated on the basis of 414(q) Compensation paid during the year. The number of Employees in the group will be determined in accordance with Section 414(q)(5) of the Code.

2.26 Hour of Service

Hour of Service shall mean:

(a) Each hour for which a person is directly or indirectly paid, or entitled to payment, by an Employer or Affiliated Company for the performance of duties. These hours shall be credited to the Employee during the appropriate Computation Period in which the duties are performed;

(b) Each hour for which a person is directly or indirectly paid, or entitled to payment, by an Employer or Affiliated Company for reasons other than for the performance of duties (such as vacation, holiday, illness, incapacity including disability, jury duty, military duty, authorized leave of absence or layoff). These hours shall be credited to the Employee during the Computation Period in which the nonperformance of duties occurs, but the total credit for any single continuous period during which the Employee performs no duties (whether or not in a single Computation Period) shall not exceed 501 hours. The computation of non-work hours described in this subparagraph will be computed in accordance with the provisions of the Department of Labor Regulation Section 2530.200b-2;

(c) Each hour for which back pay, irrespective of mitigation of damages, has been either awarded or agreed to by an Employer. These hours will be credited to the Employee for the Plan Year to which the award or agreement pertains;

(d) Each hour for which the Employee is not paid or entitled to payment but during which the Employee is absent for a period of military service for which reemployment rights are protected by law, but only if the Employee returns to employment within the time required by law; and

(e) Each hour for which the Employee is not paid or entitled to payment but during which the Employee is absent by reason of a leave of absence granted by an Employer or Affiliated Employer (including leave granted pursuant to the Family and Medical Leave Act of 1993). These hours shall be credited to the Employee during the Computation Period in which the nonperformance of duties occurs, but the total credit for any single continuous period during which the Employee performs no duties (whether or not in a single Computation Period) of such hours shall not exceed 501 hours. The computation of non-work hours described in this subparagraph will be computed in accordance with the provisions of Department of Labor Regulation Section 2530.200b-2.

6

2.27 Leased Employee

Leased Employee shall mean any person who is not employed by the Employer but has performed services for the Employer on a substantially full-time basis for at least one year, under the Employer’s primary direction or control and pursuant to an agreement between the employer and a leasing organization. Leased employees are treated as Employees to the extent required under Code Section 414(n), but will not be eligible to participate in this Plan. If a leased employee becomes an Employee, the Plan will give him credit for eligibility and vesting service for the period when he worked as a leased employee as if he had been an Employee during that period. However, the Plan will not give such credit if (a) the leased employee was covered by a money purchase Plan sponsored by the leasing organization, with 10 percent contributions and immediate participation and vesting, and (b) leased employees constitute no more than 20 percent of the Employer’s nonhighly compensated employees.

2.28 Limitation Year

Limitation Year shall mean the twelve (12) month period ending on each December 31.

2.29 Normal Retirement Date

Normal Retirement Date shall mean the Participant’s 65th birthday.

2.30 One-Year Break in Service

One-Year Break in Service means a Plan Year computation period in which an Employee is credited with 500 Hours of Service or less.

In the case of an Employee who is absent from work for any period by reason of:

(a) The pregnancy of the Employee,

(b) The birth of a child of the Employee,

(c) The placement of a child with the Employee in connection with the adoption of such child by the Employee, or

(d) The care of a child for a period beginning immediately following such birth or placement.

The Plan shall include, solely for purposes of determining whether the Employee has incurred a One-Year Break in Service, the Hours of Service which would normally have been credited to the Employee but for such absence, or in any case in which the Committee is unable to determine the Hours of Service which would normally have been credited to the Employee, eight (8) Hours of Service per day of absence, provided, however, that the total number of hours treated in this manner as Hours of Service shall not exceed 501 Hours of Service. The hours described in the preceding sentence shall be credited in the Plan Year in which the absence from work begins, only if it would prevent the Employee from incurring a One-Year Break in Service in such year. Otherwise, such Hours of Service shall be credited to the Employee in the immediately following Plan Year.

7

In the case of an Employee who is absent from work for any period because of a leave granted pursuant to the Family and Medical Leave Act of 1993, the Plan shall include, to the extent not otherwise credited to the Employee under the terms hereof and solely for purposes of determining whether the Employee has incurred a One-Year Break in Service, the Hours of Service which would normally have been credited to the Employee but for such absence.

2.31 Parent Corporation

Parent Corporation shall mean Agrium U.S. Inc., or any Successor Company.

2.32 Participant

Participant shall mean any employee who becomes a Participant in the Plan in accordance with Article 3.

2.33 Plan

Plan shall mean the Agrium 401(k) Retirement Savings Plan as set forth in this document, as amended from time to time.

2.34 Plan Year

Plan Year shall mean the calendar year, except that the first Plan year began May 1, 1993 and ended December 31, 1993.

2.35 Qualified Military Service

Notwithstanding any provision of this Plan to the contrary, with respect to Employees who are rehired by the Company or Affiliated Company on or after December 12, 1994, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code. In the case of a death or disability occurring on or after January 1, 2007, if a Participant dies while performing qualified military service (as defined in Section 414(u) of the Code), the survivors of the Participant are entitled to any additional benefit (other than benefit accruals relating to the period of qualified military service) provided under the Plan as if the Participant had resumed and then immediately terminated employment on account of death. For purposes of contributions under Article 4 and Article 5 as well as for purposes of Paragraph 16.5 and as otherwise required by law, (i) an individual receiving a differential wage payment, as defined by Section 3401(h)(2) of the Code, shall be treated as an employee of the Employer making the payment, (ii) the differential wage payment shall be treated as compensation or Earnings, as applicable, and (iii) the Plan shall not be treated as failing to meet the requirements of any provision described in Section 414(u)(1)(C) of the Code by reason of any contribution or benefit which is based on the differential wage payment.

2.36 Reemployment Date

Reemployment Date shall mean the first day following a Termination Date that the Employee performs an Hour of Service.

8

2.37 Rollover Account

Rollover Account shall mean the account established for a Participant in accordance with Paragraph 7.1 that reflects his share of a Fund attributable to his Rollover Contributions, as adjusted from time to time pursuant to Paragraph 7.3.

2.38 Rollover Contribution

Rollover Contribution shall mean a contribution made to this Plan of an eligible rollover distribution pursuant to Section 402(c)(4) of the Code from a qualified plan described in Section 401(a) of the Code, an annuity plan described in Section 403(a) or 403(b) of the Code, an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, or an eligible governmental plan described in Section 457(b) of the Code and in accordance with Paragraph 5.7.

2.39 SERP DC Plan Earnings Limit

SERP DC Plan Earnings Limit shall mean in respect of a particular calendar year the money purchase limit pursuant to the Income Tax Act (Canada) and the regulations thereunder (both as amended from time to time) in respect of that calendar year, divided by 0.15. This term is the same as the DC Plan Earnings Limit under the Agrium 2006 U.S. Supplemental Executive Retirement Plan.

2.40 SERP Member

SERP Member shall mean a Participant who has satisfied the eligibility conditions for participation in the Agrium 2006 U.S. Supplemental Executive Retirement Plan.

2.41 Successor Company

Successor Company shall mean any company which upon the dissolution, merger, consolidation, or other reorganization or discontinuance of the Company shall continue the Plan.

2.42 Termination Date

Termination Date means the date on which the Participant ceases to be an Employee.

2.43 Terminology

In this Plan document, unless the context clearly indicates otherwise, the singular shall include the plural and the masculine gender shall include the feminine.

2.44 Transferor Plan

Transferor Plan shall mean a Section 401(k) Plan of the Company or of an Affiliated Company that is incorporated in the United States which, on behalf of an Employee who has transferred his employment to the Company from an Affiliated Company, or who has had a change of status such that the Employee becomes eligible for the Plan, has authorized the trustee of the Transferor Plan to directly transfer assets to the Fund.

9

2.45 Transferred Employee

Transferred Employee shall mean an employee of Cominco American Incorporated or a related company who was hired by the Company or an Affiliated Company on May 1, 1993 in connection with that certain agreement entered into on April 21, 1993, between the Company and Cominco American Incorporated whereby Cominco American Incorporated sold certain assets to the Company.

2.46 Trust Agreement

Trust Agreement shall mean the agreement entered into between the Company and the Trustee, as amended from time to time, to carry out the purposes of the Plan.

2.47 Trust Fund or Fund

Trust Fund or Fund shall mean the cash and other investments held and administered by the Trustee in accordance with the provisions of the Trust Agreement and the Plan.

2.48 Trustee

Trustee shall mean the bank, investment company, or insurance carrier appointed and acting in accordance with Article 13.

10

ARTICLE 3 – PARTICIPATION

3.1 Initial Participants

Each Employee who was a Participant in the Agrium 401(k) Retirement Savings Plan as of December 31, 1996 shall be an Initial Participant in this Plan.

3.2 Future Participants

Each other Employee shall become a Participant in the Plan on the January 1 coinciding with or next following his hire date provided that:

(a) He is employed by a Participating Company;

(b) He is not a member of a collective bargaining unit which is governed by the terms of an applicable collective bargaining agreement that does not provide for their participation in the Plan;

(c) He is a regular Employee;

(d) He is not a leased employee (within the meaning of Code Section 414(n)); and

(e) He is not an independent contractor who is reclassified as an employee as a result of a judicial or administrative proceeding.

Effective January 1, 1998, each Employee who is a full-time regular employee and is regularly scheduled to work at least 1,000 hours in a 12 consecutive month period shall become a Participant as soon as practicable upon hire or status change.

All other Employees who are not otherwise ineligible under this Paragraph 3.2, shall become Participants as of the first day of the calendar quarter that coincides with or follows an Eligibility Computation Period in which they are credited with at least 1,000 Hours of Service. The term “Eligibility Computation Period” shall mean the Plan Year except that in the first year following an Employee’s date of hire, the Eligibility Computation Period shall be the 12-month period that begins on the date of hire.

3.3 Reemployment

Any former Employee who is subsequently reemployed in an employment status in which he is eligible to become a Participant in this Plan in accordance with Paragraph 3.2, shall be entitled to commence participation as soon as practicable following reemployment or, if later, upon the date the Employee meets the requirements of Paragraph 3.2.

If the Participant was eligible for any Plan distributions under Article 9, his future distributions, if any, shall be suspended beginning with his Reemployment Date.

3.4 Transfers

(a) An Employee of the Company, an Affiliated Company, or the Parent Corporation who, as a result of his transfer, meets the requirements for participation under Paragraph 3.2 shall become a Participant on the first day of the month following his transfer or, if later, upon the date the Employee meets the requirements of Paragraph 3.2.

11

(b) Effective as of January 1, 2007 an Employee of the Company, an Affiliated Company, or the Parent Corporation who, as a result of a change in status or transfer, meets the requirements for participation under Paragraph 3.2 shall become a Participant on the first day of the month following such change in status or transfer or, if later, upon the date the Employee meets the requirements of Paragraph 3.2.

(c) Each Employee who becomes a Participant and subsequently is transferred so that he does not meet all of the eligibility requirements of Paragraph 3.2, shall be deemed to have become a suspended Participant under the Plan, but shall not be deemed to have a Termination Date as long as he continues to be in the employment of the Company or an Affiliated Company. An Employee who is transferred to the Parent Corporation shall be deemed to have a suspension date on the last day of the calendar year in which transfer occurs (or his date of termination from the Parent Corporation, if earlier). The suspended Participant’s eligibility for distribution shall be made pursuant to Article 9. If a suspended Participant is transferred back to an employment status in which he is eligible to become a Participant of this Plan, he shall be eligible to recommence active participation in accordance with Paragraph 3.4(a).

(d) An employee of Cominco American Incorporated who is transferred to the Company who, as a result of his transfer, meets the requirements for participation under Paragraph 3.2 shall become a Participant Immediately on his date of transfer. (Reference Paragraph 9.5.) For purposes of Paragraph 3.2, such employee’s hire date shall mean his hire date with Cominco American Incorporated.

(e) A Participant in the Homestead 401(k) Savings Plan for Hourly Employees, whose account balance is transferred to this Plan, in connection with the merger of the Homestead 401(k) Savings Plan for Hourly Employees into this Plan, shall become a Plan Participant with respect to such Participant’s Account.

12

ARTICLE 4 – EMPLOYER CONTRIBUTIONS

4.1 Employer Matching Contributions

Each Employer, with respect to each of its Participants who is actively employed, shall contribute to the Trust its Employer Matching Contribution. If, prior to the end of any pay period, a Participant terminates his employment for any reason, an Employer shall contribute to the Trust its Employer Matching Contribution on behalf of the Participant for the pay period in which termination of employment occurs. A suspended Participant described in Paragraph 3.4(c) who was suspended during a pay period shall be entitled to have an Employer Matching Contribution made on his or her behalf for the pay period during which the suspension occurred.

Effective for Plan Years beginning on or after January 1, 2004, notwithstanding anything in the Plan or any amendments to the Plan to the contrary, each employer shall make an Employer Matching Contribution on behalf of each Participant, however only elective deferrals that do not exceed the limits imposed by Sections 401(a)(30) and 402(g) of the Code and the employer-provided limit set forth in the Plan shall be matched.

Effective for Plan Years beginning on and after January 1, 2004, for each pay period, each Employer shall make an Employer Matching Contribution on behalf of each Participant who makes a Voluntary Deferred Income Contribution for such pay period. The Plan Administrator shall allocate the Employer Matching Contribution to each Participant who made a Voluntary Deferred Income Contribution for the pay period. The allocation date shall be the last day of the pay period. The allocation shall be equal to 50% of the Participant’s Voluntary Deferred Income Contributions for the pay period that do not exceed 6% of the Participant’s Earnings for such pay period. The maximum Employer Matching Contribution for the Plan Year will be 3% of the Participant’s Earnings for the Plan Year. Effective for Plan Years beginning on and after January 1, 2008, the Earnings used to determine the Employer Matching Contribution for a Participant who is a SERP Member shall be limited in any Plan Year to an amount equal to the SERP DC Plan Earnings Limit.

4.2 Form and Timing of Contributions

Employer Contributions will be transferred to the Trustee in the form of cash. The transfer of assets will be made as soon as practicable following each pay period.

4.3 Limitation on Contributions

An Active Participant’s Employer Matching Contributions, Employer Basic Contributions and Employer DC Transition Credit Contributions may be limited under Paragraph 16.5.

4.4 Employer Basic Contributions

Effective for Plan Years beginning on and after January 1, 2008, for each pay period beginning on and after December 31, 2007, each Employer, with respect to each of its Participants who is employed, shall make an Employer Basic Contribution for each such Participant who is employed by that Employer during such pay period. The allocation date shall be the last day of the pay period. The allocation shall be equal to 6% of such Participant’s Earnings for the pay period. The Earnings used to determine the Employer Basic Contribution for a Participant who is a SERP Member shall be limited in any Plan Year to an amount equal to the SERP DC Plan Earnings

13

Limit. All Employer Basic Contributions made under this Paragraph 4.4 are intended to satisfy the design-based safe harbor provisions of Code Section 401(k)(12). All Employer Basic Contributions under this Paragraph 4.4 shall be fully and immediately vested under Paragraph 8.1 and shall be subject to the restrictions on distribution in Code Section 401(k)(12).

4.5 Employer DC Transition Credit Contributions

Effective for Plan Years beginning on and after January 1, 2008, for each pay period beginning on and after December 31, 2007, each Employer, with respect to each of its Participants eligible for a contribution, shall make an Employer DC Transition Credit Contribution for each Participant who is eligible for such contribution. A Participant who is actively employed and who is not a SERP Member during such pay period is eligible to receive an Employer DC Transition Credit Contribution under this Paragraph 4.5 only if he was an active Participant in the Agrium U.S. Inc. Retirement Plan (referred to herein as the “DB Plan”) as of December 31, 2007, and the sum of his age and years of benefit service under the DB Plan as of December 31, 2007 (referred to herein as “DB Points”) was at least 50. The allocation date shall be the last day of the pay period. The allocation shall be equal to a fixed percent of such Participant’s Earnings for the pay period, in accordance with the following schedule based on the Participant’s DB Points as of December 31, 2007:

DB Points at 12/31/2007	DC Transition Credit As Percent of Earnings
50 – 54	1%
55 – 59	2%
60 – 64	3%
65 – 69	4%
70 – 74	5%
75 – 79	6%
80 – 84	7%
85 – 89	8%
90 or more	9%

4.6 Employer Contributions

Employer Contributions under this Article 4 shall mean Employer Basic Contribution, Employer DC Transition Credit Contribution, and Employer Matching Contribution, collectively or singly as the context requires.

14

ARTICLE 5 – PARTICIPANT CONTRIBUTIONS

5.1 Basic Deferred Income Contributions

Effective for Plan Years beginning on and after January 1, 2004, Basic Deferred Income Contributions will no longer be required or permitted.

5.2 Voluntary Deferred Income Contributions

(a) Each Participant shall be entitled to defer an amount equal to between 1% and 75% of the Participant’s Earnings, in one percent increments, by electing to have the Employer contribute an amount equaling the deferral to his Deferred Income Contribution Account under the Plan instead of paying the deferred amount to the Participant in cash. Effective for pay periods beginning December 31, 2007, the Voluntary Deferred Income Contribution for each Participant will be determined in accordance with Paragraph 5.8. All deferrals under this Paragraph 5.2 shall constitute Employer contributions to the Plan and shall be considered the Participant’s Voluntary Deferred Income Contribution. Such Voluntary Deferred Income Contributions shall qualify as elective contributions under Code Section 401(k) and regulations thereunder.

(b) A Participant’s Deferred Income Contributions during his taxable year (which is presumed to be the calendar year) shall not exceed the amount permitted under Code Section 402(g) for any taxable year (“Elective Deferral Limit”). The Elective Deferral Limit shall be reduced by the amount of “elective deferrals” (as defined in Code Section 402(g)(3)) made by a Participant during his taxable year under any plans or agreements maintained by a Company or Affiliated Company other than this Plan and, in the sole discretion of the Committee, any plans or agreements maintained by any other employer, if reported to the Committee at such time and in such manner as the Committee shall prescribe.

(c) If, on or before March 1 of any year, a Participant notifies the Committee, in writing, that all or a portion of the Deferred Income Contributions made on his behalf in the preceding taxable year is in excess of the Elective Deferral Limit for that year, the Committee shall make a reasonable effort to distribute the Deferred Income Contributions that exceed the limit by no later than the April 15 following such notification. If a Participant exceeds the Elective Deferral Limit in any taxable year, taking into account only Deferred Income Contributions and “elective deferrals” made to any other plans or agreements of an Employer or Affiliated Company in that year, the Participant shall be deemed to have notified the Committee and the Deferred Income Contributions that exceed the limit shall be distributed to the Participant by the following April 15.

(d) Any Deferred Income Contributions that are distributed to a Participant pursuant to this Paragraph 5.2 shall be adjusted for any income (gains or losses) attributable to such excess amount for the Plan Year in which the excess Deferred Income Contributions were made and for the period between the end of such Plan Year and the date of the distribution. Income for the Plan Year in which such Deferred Income Contributions were made to the Plan shall be determined under the alternative method set forth in Treas. Reg. Section 1.402(g)-1(e)(5)(iii) and income for the period between the end of such Plan Year and the date of distribution shall be determined in accordance

15

with the safe harbor method set forth in Treas. Reg. Section 1.402(g)-1(e)(5)(iv). Any amount distributed under this Paragraph 5.2 shall be included in the Participant’s Actual Deferral Percentage unless such Participant is a Nonhighly Compensated Employee and such excess arose solely because of excess Deferred Income Contributions made to this Plan and any other Plans of a Company or Affiliated Company. With respect to Deferred Income Contributions that are excess deferrals (as defined in Code Section 402(g)) made in Plan Years after 2007, “gap period” (the period between the end of the Plan Year and the date of distribution) income will not be distributed.

(e) Any Employer Matching Contributions attributable to Deferred Income Contributions that exceed the Elective Deferral Limit (adjusted for any income (gains or losses) determined as described in subparagraph (d) above) shall be immediately forfeited and shall be used to reduce future Employer Matching Contributions under Paragraph 4.1.

(f) Any distribution of Deferred Income Contributions that exceed the Elective Deferral Limit (adjusted for any allocable income (gains or losses)) shall be made (pro rata if applicable) from the investment funds in which such excess contributions were invested.

(g) For Plan Years beginning on or after January 1, 2004, Participants who have attained at least age 50 by the last day of the Plan Year may make Catch-up Contributions without regard to any employer-provided limit on Deferred Income Contributions set forth in the Plan.

5.3 Participant Transfer Contributions

(a) The Plan shall accepted, on behalf of Transferred Employees, the transfer of Transferred Employees’ account balances from the Cominco American Incorporated Supplemental Retirement Savings Plan.

(b) The Plan may accept, on behalf of an Employee who has a change in status or who transfers his employment to the Company from an Affiliated Company after May 1, 1993 and satisfies the eligibility provisions of Paragraph 3.2, a direct transfer of assets from a Transferor Plan representing an Employee salary reduction account, a Participant contribution account and an employer contribution account that is fully vested. Except as approved by the Committee, the Plan will not accept assets from a Transferor Plan which represent assets from an employer contribution account that is not fully vested. The Plan will not accept any amounts representing “qualified voluntary employee contributions” within the meaning of Code Section 219(e) that are not fully vested. The transferred amounts shall be placed in the equivalent Accounts in this Plan or into separate record keeping accounts as determined by the Committee. All direct transfers made under this subparagraph 5.3(b) shall be made in kind to the extent feasible. All transfers under this subparagraph 5.3(b) are subject to the approval of the Committee.

5.4 Catch-up Contributions

Each Participant who is eligible to make Voluntary Deferred Income Contributions under this Plan and who has attained age 50 before the close of the Plan Year shall be eligible to make Catch-up Contributions in accordance with, and subject to the

16

limitations of, Section 414(v) of the Code. Such Catch-up Contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Sections 402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such Catch-up Contributions.

5.5 Change in Percentage of Contributions

The percentage of Earnings designated by the Participant as his Voluntary Deferred Income Contribution rate will continue in effect (unless restricted by Paragraphs 5.2 or 5.8) until he elects to change such percentage.

Prior to the beginning of each calendar quarter a Participant may change his percentage of Voluntary Deferred Income Contributions. Any such change will become effective the first pay period in the calendar quarter following such election. The Committee will determine the timing necessary. At the Committee’s discretion, Participants may be allowed to change their percentage of Voluntary Deferred Income Contributions more frequently than stated above. Any such procedure will be applied uniformly to all Participants. Effective April 1, 1997, a Participant may change his percentage of Voluntary Deferred Income Contributions on a daily basis.

5.6 Suspension of Participant Contributions

A Participant may elect to suspend his contributions under Paragraph 5.2 at any time. A Participant will not be permitted to make up suspended contributions. A Participant may elect to once again make Voluntary Deferred Income Contributions at any time. The Committee will establish procedures for the timing of elections made under this Paragraph 5.6.

5.7 Rollover Contributions

An Active Participant, subject to such uniform and nondiscriminatory terms and conditions as may be established from time to time by the Committee, may request that the Committee authorize the Funding Agent to accept a rollover of a Rollover Contribution. A Rollover Contribution shall be accepted provided the following conditions are met:

(a) The Rollover Contribution to this Plan is in cash;

(b) The Rollover Contribution does not include any employee contributions;

(c) The Active Participant provides a written statement that the Rollover Contribution is being made to this Plan by direct trustee-to-trustee transfer (as described in Section 401(a)(31) of the Code) or within sixty (60) days of his receipt of the distribution, and that the proposed Rollover Contribution, to the best of his knowledge, meets all of the Code requirements for rollover treatment.

The amount of the Rollover Contribution shall be held in the Participant’s Rollover Account. Such Account shall be invested in accordance with Article 6 and shall be adjusted for investment gains and losses in accordance with Paragraph 7.3.

17

5.8 Default Compensation Reduction Elections and Automatic Step-Up

(a) Default Compensation Reduction Elections. Effective for the pay period beginning December 31, 2007 or the Employee’s initial entry date, if later, and until a contrary election is made by the eligible Employee as described below, each Employee who satisfies the requirements of Paragraph 3.2 and who is eligible to participate in the Plan and whose Voluntary Deferred Income Contribution is less than 2% of Earnings as of such date, shall be deemed to have elected to make a Voluntary Deferred Income Contribution of 2% of Earnings.

(b) Contrary Election. Notwithstanding the foregoing, there shall be no 2% deemed Voluntary Deferred Income Contributions for any Participant or eligible Employee under this Paragraph 5.8 for any pay periods beginning on or after the later of December 31, 2007 and the date the Company receives such Participant’s or eligible Employee’s contrary election (except that a newly eligible Employee’s contrary election must be filed prior to the end of the first pay period in which the Employee becomes eligible in order for such election to be effective for such pay period). A contrary election is an affirmative election made by the Participant or eligible Employee to authorize no Voluntary Deferred Income Contribution or to elect another amount of Voluntary Deferred Income Contributions subject to the maximum amount permitted by Paragraph 5.2(b).

(c) Automatic Step-Up. Effective with the first pay period beginning on or after April 1, 2008 and with the first pay period beginning on or after each April 1 thereafter, the Voluntary Deferred Income Contribution rate for any Participant who became a Participant in the Plan before January 1, 2008 shall be automatically increased by 1% from such Participant’s immediately preceding Voluntary Deferred Income Contribution rate until the Voluntary Deferred Income Contribution rate for such Participant is equal to 6% of Earnings (unless the Participant makes a contrary election in accordance with Plan procedures prior to such annual step-up date). Likewise, the Voluntary Deferred Income Contribution rate for any Participant who becomes a Participant in the Plan on or after January 1, 2008 shall be automatically increased each anniversary occurring before November 1, 2010 of such Participant’s Plan participation date by 1% from such Participant’s immediately preceding Voluntary Deferred Income Contribution rate until the Voluntary Deferred Income Contribution rate for such Participant is equal to 6% of Earnings (unless the Participant makes a contrary election in accordance with Plan procedures prior to such annual step-up date). Henceforth, the Voluntary Deferred Income Contribution rate for any Participant regardless of when the Participant became a Participant in the Plan shall be automatically increased with the first pay period beginning on or after each April 1 by 1% from such Participant’s immediately preceding Voluntary Deferred Income Contribution rate until the Voluntary Deferred Income Contribution rate for such Participant is equal to 6% of earnings (unless the Participant makes a contrary election in accordance with Plan procedures prior to such annual step-up date).

(d) Notice. Employees shall be provided with a notice that describes the Plan’s automatic deferral feature and automatic annual increases upon their satisfaction of the conditions to participate in the Plan under Article 3. Such notice shall also include an explanation of the deferral election procedures,

18

including an explanation of the Participant’s right to elect to make no deferral of Earnings to the Plan or to elect such other deferral of Earnings allowed under the Plan. The notice shall be provided to all Participants within a reasonable period of time before each Plan Year.

19

ARTICLE 6 – INVESTMENT OF CONTRIBUTIONS

6.1 Investment of Participant Contributions

Participants, in accordance with uniform and nondiscriminatory procedures, may direct the investment of their Participant contributions (defined herein as Basic Deferred Income Contributions, Voluntary Deferred Income Contributions, Rollover Contributions and Employee Transfer Contributions) in such funds as the Company may select. If the Participant elects to have his deposits invested in more than one Fund, the investment in each Fund must be an even multiple of 1% of the total Participant’s contributions. In the event that no investment direction is given by the Participant, then the entire amount shall be immediately invested in the fund designated by the Committee as the default investment option.

6.2 Change in Current Investment Election

Subject to the limitations of Paragraph 6.1, any investment election directed by the Participant shall continue in effect until changed by the Participant. A Participant may change the type of investment election to be applicable to his future contributions. Any change in investment election will be determined in accordance with procedures for implementing such a change to be determined by the Committee. Any such procedure will be applied uniformly to all Participants.

6.3 Conversion of Past Investment Elections

Subject to the limitations of Paragraph 6.1, a Participant may elect to change the investment election for all or a portion of the funds then credited to him by complying with procedures as determined by the Committee. The Plan does not impose restrictions or conditions on the Participant’s ability to direct divestment of the Participant’s interest in the Employee Stock fund and reinvestment in other Plan investment funds other than restrictions or conditions imposed by reason of the application of securities laws or as otherwise permitted pursuant to Treasury Regulation Section 1.401(a)(35)-1 or other applicable guidance.

6.4 Investment of Employer Contributions

The investment of Employer Contributions, as defined in Article 4, shall be allocated among one or more funds in the same manner as the Participant Contributions as elected by the Participant in accordance with Paragraph 6.1, except that on and after January 1, 2008, Participants may not invest Employer Contributions in the Employer Stock fund.

20

ARTICLE 7 – VALUATION OF PARTICIPANTS’ ACCOUNTS

7.1 Individual Accounts

Accounts will be kept for each Participant, separately. The value of the accounts will be increased or decreased in accordance with Paragraph 7.3. These Accounts are:

(a) Deferred Income Contributions Account - This Account shall be credited with the Participant’s Basic Deferred Income Contributions, the Participant’s Voluntary Deferred Income Contributions. (This Account shall initially be credited with amounts transferred from a Transferred Employee’s “deferred income contributions account” in the Cominco American Incorporated Supplemental Retirement Savings Plan.) The Deferred Income Contribution Account shall be fully vested and nonforfeitable at all times.

(b) Employee Transfer Account - This Account shall be credited with amounts transferred under Paragraph 5.3. There shall not be any future contribution credits to this account. The Employee Transfer Account shall be fully vested and nonforfeitable at all times.

(c) Employer Matching Contribution Account - This Account shall be credited with Employer Matching Contributions. This Account shall initially be credited with appropriate amounts transferred from a Transferred Employee’s “employer matching contribution account” in the Cominco American Incorporated Supplemental Retirement Savings Plan. The Employer Matching Contribution Account shall be fully vested and nonforfeitable at all times.

(d) Rollover Account - The value of a Participant’s Rollover Contributions shall be accounted for in his Rollover Account. The Rollover Account shall be fully vested and nonforfeitable at all times.

(e) Catch-up Account - This account shall be credited with the Participant’s Catch up Contributions. The Catch-up Account shall be fully vested and nonforfeitable at all times.

(f) Employer Basic Contribution Account - This Account shall be credited with Employer Basic Contributions. The Employer Basic Contribution Account shall be fully vested and nonforfeitable at all times.

(g) Employer DC Transition Credit Contribution Account - This Account shall be credited with Employer DC Transition Credit Contributions. The Employer DC Transition Credit Contribution Account shall be fully vested and nonforfeitable at all times.

7.2 Crediting of Participant Contributions

Participant contributions, as defined in Paragraph 6.1, shall be credited as soon as administratively practicable.

7.3 Value of the Participant Accounts

As of each Accounting Date, the value of the Accounts shall be determined following procedures established by the Trustee as authorized by the Committee. In general, Accounts will be credited with contributions, charged for withdrawals, credited (charged) with a pro rata share of any increase (decrease) in adjusted net worth, and charged or credited with amounts transferred from one Fund to another.

21

7.4 Crediting of Employer Contributions

Employer Contributions, as defined in Article 4, shall be credited to the appropriate Participant’s Account, as described in Paragraph 7.1, in the respective Funds as soon as practicable following the date they were received.

7.5 Value of the Employer Account

The value of the Account shall be determined by following procedures established by the Trustee as authorized by the Committee. In general, Account will be credited with contributions, charged for withdrawals, credited (charged) with a pro rata share of any increase (decrease) in adjusted net worth, and charged or credited with amounts transferred from one Fund to another.

7.6 Adjusted Net Worth

The adjusted net worth of a Fund as of any Accounting Date means the then fair market value of the Fund, as determined by the Trustee. The term “fair market value” shall mean current market prices or quotations. The valuation placed on the investments of the Fund by the Trustee shall be binding on all Participants in the Trust and on their Beneficiaries.

7.7 Allocation of Cash Dividends

Any cash dividends declared on the Employer Securities held by the Trustee in the Employer Stock fund will be applied to purchase Employer Securities which will be allocated to the Participant’s Accounts in the same ratio that the Participant’s interest in the Employer Stock fund bears to the aggregate total of the Employer Securities in the Employer Stock fund.

7.8 Stock Splits, Warrants, or Options

Any common stock received by a Trustee as the result of a stock split of Agrium Inc. or the Parent Corporation will be allocated in the same manner as the stock to which it is attributable is then allocated. In the event any rights, warrants, or options are issued on Employer Securities, the Trustee, as directed by the Committee, will exercise them for the acquisition of additional Employer Securities to the extent that cash is then available from any source including dividends on Employer Securities. Any Employer Securities acquired in this fashion will be treated as Employer Securities bought by the Trustee for the net price paid. Any rights, warrants, or options on Employer Securities which cannot be exercised for lack of cash may be sold by the Trustee at the direction of the Committee and the proceeds treated as a current cash dividend received on Employer Securities. Employer Securities acquired in this fashion will be allocated to the Participant’s interest in the Employer Stock fund.

7.9 Statements

Using the last Accounting Date in each Plan quarter, the Committee shall furnish each Participant a timely statement showing his Account balances in the respective Funds as of that date.

22

ARTICLE 8 – VESTING

8.1 Vesting

Participant’s Accounts shall be 100% vested and nonforfeitable at all times unless otherwise noted in this Article 8 with respect to transferred accounts.

8.2 Vesting Provisions Applicable to Transferred Accounts

(a) Definitions. The following definitions shall apply for purposes of applying this Paragraph 8.2:

(1) “Retail Plan” shall mean the Agrium U.S. Retail 401(k) Savings Plan.

(2) “Royster-Clark Plan” shall mean the Royster-Clark, Inc. Employee Savings and Investment Plan and Trust.

(3) “RC Prior Account Balance” shall mean the portion of a Participant’s Transferred Account Balance which originated under the Royster-Clark Plan.

(4) “Transferred Account Balance” shall mean the balance of a Participant’s account transferred to the Plan from the Retail Plan effective on or after January 1, 2009, as adjusted from time to time pursuant to Paragraph 7.3. A Participant’s Transferred Account Balance shall be recorded separately for vesting purposes.

(5) “UAP Plan” shall mean the UAP Retirement Income Savings Plan, which was merged into the Retail Plan effective December 31, 2008.

(6) “UAP Prior Account Balance” shall mean the portion of a Participant’s Transferred Account Balance which originated under the UAP Plan.

(b) Vesting. Except as otherwise provided in subparagraphs (c) and (d) below, a Participant’s interest in his Transferred Account Balance shall vest and be nonforfeitable as follows:

(1) At Normal Retirement Age. A Participant’s interest in his Transferred Account Balance shall be 100% vested and nonforfeitable if the Participant attains his Normal Retirement Date while employed by the Employer or an Affiliated Company.

(2) Death or Disability. A Participant’s interest in his Transferred Account Balance shall be 100% vested and nonforfeitable if the Participant’s Employment terminates due to death or Disability. “Disability” means that the Participant is in receipt of disability benefits under the Federal Social Security Act.

(3) At Termination of Employment. Except as otherwise provided in subparagraphs (1) and (2) above or subparagraph (c) below, a Participant’s interest in his Transferred Account Balance shall vest and become nonforfeitable as follows:

(A) A Participant’s interest in his transferred Pretax Account, After-tax Account, and Rollover Account shall be 100% vested and nonforfeitable at all times. In addition, the Employer Transition Contribution Account, Qualified Non-elective Contribution and Safe Harbor Matching Contribution subaccounts of a Participant’s transferred Employer Account shall be 100% vested and nonforfeitable at all times.

23

(B) Except as otherwise provided in subparagraph (A) above, a Participant’s interest in the Employer Account portion of his Transferred Account Balance shall vest and become nonforfeitable as follows:

Years of Service	Vesting %
Less than 3 years	50%
3 or more years	100%

(c) RC Prior Account Balance. The following vesting provisions shall apply to the RC Prior Account Balance portion of a Participant’s Transferred Account Balance that was not 100% vested when transferred:

Years of Service	Vesting %
Less than 1 years	0%
1 but less than 2 years	20%
2 but less than 3 years	40%
3 but less than 4 years	60%
4 but less than 5 years	80%
5 or more years	100%

(d) UAP Prior Account Balance. The following vesting provisions shall apply to the UAP Prior Account Balance portion of a Participant’s Transferred Account Balance that was not 100% vested when transferred:

(1) 2008 Contributions. Contributions for the Plan Year beginning on January 1, 2008 that are attributable to the Participant’s Employer Retirement Contribution Account, Employer Performance Contribution Account, Matching Contribution Account and PPA Safe Harbor Contribution Account shall vest and be nonforfeitable as follows:

Years of Service	Vesting %
Less than 2 years	0%
2 or more years	100%

(2) Contributions Made for Plan Years Beginning Before January 1, 2008. Contributions for Plan Years beginning before January 1, 2008 that are attributable to the Participant’s Employer Retirement Contribution Account, Employer Performance Contribution Account and Matching Contribution Account shall vest and be nonforfeitable as follows:

24

Years of Service	Vesting %
Less than 1 years	0%
1 but less than 2 years	20%
2 but less than 3 years	40%
3 but less than 4 years	60%
4 but less than 5 years	80%
5 or more years	100%

(3) Service for a Predecessor Employer. In determining vesting service with respect to a Participant’s UAP Prior Account Balance, the Plan shall take into account service with a predecessor employer. “Predecessor employer” shall mean:

(A) ConAgra Foods with respect to Participants in the UAP Plan who were active participants in the ConAgra Foods Retirement Income Savings Plan, as amended and restated effective January 1, 2002, on November 23, 2003.

(B) Hoxie/Sunflower Chem, Kansas, with respect to individuals who became an employee under the UAP Plan coincident with the closing of the transaction on February 7, 2006.

(C) UAP Timberland, LLC, Timberland Enterprises, Inc., Aquacenter, Inc., Pinebelt, Inc. and Timberland Silvicultural Services, Inc., with respect to individuals who were employed by the predecessor employer on March 3, 2006 and who became an employee under the UAP Plan on March 4, 2006.

(D) Terral Agri Service, Terral Farm Service, and Wisner Elevator, with respect to individuals who became an employee under the UAP Plan coincident with the closing of the transaction on September 1, 2006.

(E) Prairie Farmers.

(F) Spink County Fertilizer and Chemical, with respect to individuals who became an employee under the UAP Plan coincident with the closing of the transaction on November 16_, 2006.

(G) Cedar Ridge Spraying, with respect to individuals who became an employee under the UAP Plan coincident with the closing of the transaction on January 3, 2007.

(H) Boettcher Enterprises, Inc. with respect to individuals who became an employee under the UAP Plan coincident with the closing of the transaction on January 26, 2007.

25

(I) AGSCO, Inc. with respect to individuals who became an employee under the UAP Plan with the closing of the transaction on February 7, 2007 and Dakota Fusion, Inc. with respect to individuals who became an employee under the UAP Plan following the closing of the transaction with AGSCO, Inc. if the individual provided services to the employer pursuant to the Transition Services Agreement among UAP Distribution, Inc., AGSCO, Inc., Ag Depot, Inc., Dakota Fusion, Inc. and Randy Brown.

(J) Big Creek Fertilizer, Inc., with respect to individuals who became an employee under the UAP Plan coincident with the closing of the transaction on July 17, 2007.

(K) Hill City Fertilizer, Inc. and Oberlin Fertilizer, Inc., with respect to individuals who became an employee under the UAP Plan coincident with the closing of the transaction on July 19, 2007.

(L) Cotton Center Grain, Ltd., with respect to individuals who became an employee under the UAP Plan coincident with the closing of the transaction on September 6, 2007.

(e) Forfeitures. The nonvested portion of a Participant’s Transferred Account Balance shall constitute a forfeiture (be “forfeited”) as of the earlier of the date the Participant (1) receives a distribution of his or her entire nonforfeitable Account following the termination of his or her Employment or (2) incurs five consecutive One-Year Breaks in Service. The Plan Administrator may elect to use such forfeitures to pay Plan administrative expenses. To the extent the Plan Administrator does not use all the forfeitures to pay expenses, any remaining forfeitures will be used to reduce Employer contributions as of the last day of the Plan Year during which the forfeiture occurs or any subsequent Plan Year and following the allocation of applicable income (gains or losses).

If a former Participant is reemployed by the Employer or an Affiliated Company before incurring five consecutive One-Year Breaks in Service, the Administrator shall aggregate the Participant’s pre-break Years of Service with his post-break Years of Service to determine his vested interest in both pre-break and post-break allocations made to his Transferred Account Balance. The Administrator shall restore any previously forfeited portion of the reemployed Participant’s Transferred Account Balance only if such Participant repays to the Plan the full amount of any previously received distribution from the Participant’s Transferred Account Balance that was subject to a vesting schedule under this Paragraph 8.2. The Participant must repay the full amount of such distribution prior to the end of the five-year period beginning on the Participant’s date of reinstatement. Any amount so restored shall not constitute an annual addition pursuant to Paragraph 16.5.

26

ARTICLE 9 – DISTRIBUTION

9.1 Distribution Upon Termination of Employment

Following a Participant’s Termination Date, the Participant’s Account will be distributed in the form outlined in Paragraph 9.2. In the event of a Participant’s death, distribution will be made to the Beneficiary last designated by the Participant. Upon the death of a Participant prior to the complete distribution of his Account, all distributions which would otherwise have been made to him will be distributed to such Participant’s Beneficiary.

Distribution shall be governed under subparagraphs (a), (b), or (c) below:

(a) For a Participant whose distribution is the result of his total disability or death, permanent layoff or termination of employment, distribution of the Account shall be made by one of the following methods:

(1) A single distribution as soon as practicable after the Participant’s total disability or death, following any final contributions payable to the Plan on his behalf.

(2) A single distribution as soon as practicable after his Termination Date, following any final contributions payable to the Plan in his behalf.

(3) A single distribution at a later date pursuant to Paragraph 9.3, if the value of the Participant’s Account exceeds $1,000 and the Participant does not elect payment under options (1) or (2) above.

Notwithstanding the foregoing, no distribution shall be made without the Participant’s (or, if applicable, Surviving Spouse’s)consent before the latest date set forth under subparagraph 9.1(d), except as otherwise provided with respect to small payments under subparagraph 9.1(b). The Committee shall furnish to each Participant a general description of the benefit payment available under Paragraph 9.1, and each Participant shall affirmatively consent to such benefit payment, no more than 180 days and at least 30 days before the date as of which benefits are to be distributed to the Participant. In accordance with IRS regulations, distributions may commence less than 30 days after the explanation described above is provided to the Participant, provided that the Participant is informed that he has a period of at least 30 days after receiving the explanation to consider the decision of whether or not to elect a distribution (and a particular form of benefit payment), and the Participant, after receiving the explanation, affirmatively elects a distribution. The Committee shall also provide a description of a Participant’s right, if any, to defer receipt of a distribution and describe the consequences of failing to defer receipt of the distribution.

(b) For a Participant whose Participant Account balance does not exceed $1,000 and the Participant does not elect distribution under (a) above, a single payment will be made as soon as practicable following any final contributions payable to the Plan in his behalf.

(c) For a Participant who ceases to qualify as an Employee of the Company because he is transferred and becomes employed by Agrium Inc., the Parent Corporation, or one of its affiliates (other than the Company), such Participant shall have no right to a distribution, under the terms of this Paragraph until he terminates employment with the Parent Corporation, the Company and all Affiliated Companies.

27

(d) Unless otherwise agreed to by the Participant, a distribution in accordance with (a) or (b) must commence no later than 60 days after the close of the Plan Year in which the Participant attains his 65th birthday, completes 10 years of service, or terminates employment, whichever is latest to occur.

9.2 Form of Distribution

(a) The form of distribution and valuation date used to determine the amount of distribution shall be based on procedures developed by the Committee. All Participant Accounts will be distributed in cash except for those funds held in the Employer Stock Fund which, at the Participant’s election, may be distributed in whole shares of Employer Stock, with cash for any fractional share.

(b) Notwithstanding anything to the contrary in subparagraph 9.2(a), the portion of the Employee Transfer Account attributable to amounts transferred under Paragraph 5.3, including earnings thereon, shall be distributable in any optional form offered under the Transferor Plan that is protected within the meaning of Code Section 411(d)(6).

(c) Notwithstanding anything to the contrary in subparagraph 9.2(a), the portion of a Participant’s Account described in Appendix B shall be distributable in any optional form described in Appendix B as it applies to that Participant.

Effective July 1, 2002, the provisions of subparagraphs 9.2(b) and 9.2(c) shall not apply.

9.3 Deferral of Distribution

If the amount of a Participant’s Account exceeds $1,000, he may elect to defer commencement of his distribution but not past April 1, of the year following the calendar year in which he reaches age 70-1/2. If a Participant defers his distribution as specified above, and does not specify a date of commencement and a method of distribution at that time, he may elect to receive his distribution at any time prior to April 1 of the year following the calendar year in which he reaches age 70-1/2. Distribution shall be made as soon as possible. If no election of date or method of distribution is made after the Participant elects to defer payments, he will be deemed to have elected distribution at the end of the deferral period as specified in Paragraph 9.1(d).

9.4 Distribution to Alternate Payee

As soon as practicable following the Committee’s approval of a qualified domestic relations order, the Participant’s Account assigned to the alternate payee pursuant to a qualified domestic relations order will be distributed to the alternate payee as follows:

(a) If the value of the alternate payee’s Account does not exceed $5,000, or does exceed $5,000, and the alternate payee so elects, in a single payment as soon as possible.

28

(b) If the value of the alternate payee’s Account exceeds $5_,000, and the alternate payee elects deferral pursuant to Paragraph 9.3, in a single payment at a later date.

9.5 Distribution Upon Transfer

Upon the transfer of Employment to the Company from Cominco American Incorporated or Cominco American Resources Incorporated (reference subparagraph 3.4(c)), the value of the Participant’s account (if any) under the Cominco American Incorporated Supplemental Retirement Savings Plan or Cominco American Resources Incorporated Supplemental Retirement Savings Plan, respectively, will be transferred to this Plan.

Upon transfer of Employment to Cominco American Incorporated from the Company the value of the Participant’s accounts will be transferred to the Cominco American Incorporated.

9.6 Minimum Distribution Requirements

(a) General Rules. The requirements of this Paragraph will take precedence over any inconsistent provisions of the Plan. Notwithstanding any provision in the Plan to the contrary, all distributions under the Plan shall be made in accordance with the requirements of Section 401(a)(9) of the Code and the regulations thereunder, including the incidental death benefit requirement of Code 401(a)(9)(G) of the Code and IRS Regulations Section 1.401(a)(9)-2 through 1.401(a)(9)-9. The provisions in this Paragraph override any distribution options under the Plan if inconsistent with the requirements of Section 401(a)(9) of the Code. Notwithstanding the other provisions of this article, distributions may be made under a designation made before January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to section 242(b)(2) of TEFRA.

(b) Time and Manner of Distribution

(1) 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.

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

(A) If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary, then except as provided in subparagraph (D) below, distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70-1/2, if later.

(B) If the Participant’s surviving spouse is not the Participant’s sole designated Beneficiary, then, except as provided in subparagraph (b)(2)(E) below, distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

29

(C) 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.

(D) If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this subparagraph (b)(2), other than subparagraph (2)(A), will apply as if the surviving spouse were the Participant.

(E) Participants or Beneficiaries may elect on an individual basis whether the 5-year rule or the life expectancy rule under Section 1.401(a)(9)-3, of the Code, applies 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 subparagraph (b)(2), or September 30 of the calendar year which contains the fifth anniversary of the Participant’s (or, if applicable, surviving spouse’s) death. If neither the Participant nor the Beneficiary makes an election under this subparagraph 9.6(b)(2)€, distributions will be made in accordance with subparagraphs (b)(2) and (d)(2).

For purposes of this subparagraph (b)(2) and subparagraph (4) unless subparagraph (b)(2)(D) applies, distributions are considered to begin on the Participant’s required beginning date. If subparagraph (b)(2)(D) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under subparagraph (b)(2)(A), the date distributions are considered to begin is the date distributions actually commence.

(3) 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 subparagraphs (c) and (d) of this subparagraph. 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 Section 401(a)(9) of the Code and the Treasury regulations.

30

(c) Required Minimum Distributions During Participant’s Lifetime

(1) 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:

(A) The quotient obtained by dividing the Participant’s account balance as of the last day of the preceding calendar year by the distribution period in the Uniform Lifetime Table set forth in Section 401(a)(9)-9 of the Code, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or

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

(2) Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this subparagraph (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.

(d) Required Minimum Distributions After Participant’s Death

(1) Death On or After Date Distributions Begin.

(A) 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 as of the last day of the preceding calendar year 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:

(i) 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.

(ii) 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 birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.

31

(iii) 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.

(B) 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 obtained by dividing the Participant’s account balance by the Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(2) Death Before Date Distribution Begin.

(A) Participant Survived by Designed Beneficiary. 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 subparagraph (d)(1).

(B) 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.

(C) 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 subparagraph (b)(2)(A), this subparagraph (d)(2) will apply as if the surviving spouse were the Participant.

(e) Definitions

(1) Designated Beneficiary. The individual who is designated as the Beneficiary as provided in the Plan and is the designated Beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-4 of the Treasury regulations.

32

(2) 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 subparagraph (b)(2). The required minimum distribution for the Participant’s first distribution calendar year will be made on or before the Participant’s required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s required beginning date occurs, will be made on or before December 31 of that distribution calendar year.

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

(4) Participant’s Account Balance. The account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

(5) Required Beginning Date. April 1 of the calendar year following the later of (a) the close of the calendar year in which the Participant attains age 70-1/2 or (b) the close of the calendar year in which the Participant an Employee of the Employer or Affiliated Company, except that benefit distributions to a 5-percent owner (as defined in Code Section 416) must commence by April 1 of the calendar year following the calendar year in which the Participant attains age 70-1/2.

9.7 Eligible Rollover Distributions

(a) Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee’s election under this Paragraph, a distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover.

(b) Definitions

(1) Eligible rollover distribution - An eligible rollover distribution is any distribution 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

33

expectancies) of the distributee and the distributee’s designated Beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Code Section 401(a)(9); any hardship distribution described in Section 401(k)(2)(B)(i)(IV); or any other distribution described in Code Section 401(k)(2)(B)(i)(IV) and the portion of any distribution that is not an eligible rollover distribution under applicable law. A portion of a distribution shall not fail to be an eligible rollover distribution merely because it is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to Employer Securities); provided, however, that such portion may be transferred only to an individual retirement account or annuity described in Code Section 408(a) or (b) or a Roth individual retirement account described in Code Section 408A(b), or, by means of a direct rollover, to a qualified trust described in Code Section 401(a) or an annuity contract described in Code Section 403(b) that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution that is includible in gross income and the portion of such distribution that is not so includible.

(2) Eligible retirement Plan - An eligible retirement Plan is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b) (other than an endowment contract), an annuity plan described in Code Section 403(a), a qualified plan described in Code Section 401(a), an annuity contract described in Code Section 403(b), a Roth individual retirement account described in Code Section 408A(b), or 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, that accepts the distributee’s eligible rollover distribution. Notwithstanding the foregoing, (A) if any portion of an eligible rollover distribution is attributable to payments or distributions from a designated Roth account, an eligible retirement plan with respect to such portion shall include only another designated Roth account under an applicable retirement plan described in Code Section 402A(e)(1) or an Roth individual retirement account described in Code Section 408A(b); and (B) for eligible rollover distributions made to or for the benefit of a non-spouse Beneficiary, an eligible retirement plan shall include only an individual retirement account or annuity described in Code Section 408(a) or (b) or an Roth individual retirement account described in Code Section 408A(b) established for the purpose of receiving the distribution on behalf of the non-spouse Beneficiary.

(3) Distributee - A distributee includes an Employee or former Employee. In addition, the Employee’s or former Employee’s surviving spouse and the Employee’s or former Employee’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are distributees with regard to the interest of the spouse or former spouse. A Distributee includes the Employee’s or former Employee’s nonspouse designated beneficiary, in which case, the distribution can only be transferred to a traditional or Roth IRA established on behalf of the nonspouse designated beneficiary for the purpose of receiving the distribution.

(4) Direct rollover - A direct rollover is a payment by the Plan to the eligible retirement plan specified by the distributee.

34

9.8 Rollover by a Non-Spouse Designated Beneficiary

A Beneficiary (other than the Participant’s spouse) who is considered to be a “designated Beneficiary” as set forth in Code Section 401(a)(9)(E) may establish a specific IRA (an “inherited IRA”) into which all or a portion of a death benefit (to which such non-spouse designated Beneficiary is entitled) can be transferred directly as a direct rollover. Notwithstanding the above, any amount payable to a non-spouse designated Beneficiary that is deemed to be a required minimum distribution may not be transferred into such inherited IRA. The non-spouse designated Beneficiary may deposit into such inherited IRA all or any portion of the death benefit that is deemed to be an eligible rollover distribution (but for the fact that the distribution is not an eligible rollover distribution because the distribution is being paid to a non-spouse designated Beneficiary). In determining the portion of such death benefit that is considered to be a required minimum distribution that must be made from the inherited IRA, the Beneficiary may elect to use either the 5-year rule or the life expectancy rule, pursuant to Treasury Regulation Section 1.401(a)(9)-3, Q&A-4(c). Any distribution made pursuant to this Paragraph is not subject to the direct rollover requirements of Code Section 3405(c). If a non-spouse designated Beneficiary receives a distribution from the Plan, then the distribution is not eligible for the “60-day” rollover rule, which is available to a spousal Beneficiary. If the Participant’s named Beneficiary is a trust, then the Plan may make a direct rollover to an IRA on behalf of the trust, provided the trust satisfies the requirements to be a designated Beneficiary within the meaning of Code Section 401(a)(9)(E).

9.9 Direct Rollover to Roth IRA

A distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an eligible rollover distribution from a Roth elective deferral account paid directly to a Roth IRA specified by the distributee in a direct rollover.

9.10 Elective Deemed Military Severance

Effective January 1, 2011, if a Participant performs service in the uniformed services (as defined in Section 414(u)(12)(B) of the Code) on active duty for a period of more than 30 days, the Participant will be deemed to have a severance from employment solely for purposes of eligibility for distribution of Participant’s vested Account. However, the Plan will not distribute such Participant’s vested Account because of this deemed severance unless the Participant specifically elects to receive a distribution of the Participant’s vested Account pursuant to this Paragraph 9.10. If a Participant elects to receive a distribution of the Participant’s vested Account because of this elective deemed military severance, then the individual may not make Deferred Income Contributions or Catch-Up Contributions during the 6-month period beginning on the date of the distribution. If a Participant would be entitled to a distribution on account of an elective deemed military severance pursuant to this Paragraph 9.10, and a distribution on account of another Plan provision (such as a qualified reservist distribution pursuant to Paragraph 9.11), then the other Plan provision will control and the 6-month suspension will not apply.

35

9.11 Qualified Reservist Distribution

Effective January 1, 2011, a Participant may receive a distribution of the Participant’s vested Account if such distribution constitutes a Qualified Reservist Distribution. A “Qualified Reservist Distribution” is any distribution to an individual who is ordered or called to active duty after September 11, 2001, if: (i) the distribution is from amounts attributable to elective deferrals in a 401(k) plan; (ii) the individual was (by reason of being a member of a reserve component, as defined in section 101 of title 37, United States Code) ordered or called to active duty for a period in excess of 179 days or for an indefinite period; and (iii) the Plan makes the distribution during the period beginning on the date of such order or call, and ending at the close of the active duty period.

36

ARTICLE 10 – WITHDRAWALS AND LOANS

10.1 Withdrawals and Loans - In General

(a) Except as otherwise provided in this Article 10, or as provided in Appendix B, or as required in Paragraph 9.6, no portion of a Participant’s Accounts may be distributed to him while he is an Employee.

(b) A Participant who is a Transferred Employee may make withdrawals from his Employee Transfer Account, as provided in Paragraph 10.2.

(c) A Participant who is an Employee may make Hardship Withdrawals from his Accounts, as provided in Paragraph 10.3.

(d) A Participant who is an Employee may borrow from his Accounts, as provided in Paragraph 10.5.

(e) A Participant who is an Employee may make withdrawals from his Accounts, as provided in Paragraph 10.6.

10.2 Withdrawal of Employee Transfer Contributions

(a) A Participant who is a Transferred Employee may, at the end of each Plan Year, make a withdrawal from his Employee Transfer Account, provided that such withdrawal:

(1) Does not exceed $2,000 and

(2) Does not include any accrued interest.

10.3 Hardship Withdrawals

(a) A Participant who is an Employee may, in the event of an “immediate and heavy financial need”, be permitted to make a Hardship Withdrawal from his Accounts, except for the Employer Basic Contribution Account and the Employer DC Transition Credit Contribution Account. For purposes of this Paragraph 10.3, the term “immediate and heavy financial need” means:

(1) 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);

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

(3) Payment of tuition, related educational fees and room and board expenses, for up to the next twelve (12) months of post-secondary education for the Participant or his spouse, children or dependents (as defined in Section 152 of the Code, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) thereof);

(4) Payments necessary to prevent the eviction of the Participant from his principal residence or the foreclosure on the mortgage on the Participant’s principal residence;

37

(5) Payments for burial or funeral expenses for the Participant’s deceased parent, spouse, children or dependents (as defined in Section 152 of the Code, without regard to Section 152(d)(1)(B) thereof);

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

(7) Any other expenses that the Internal Revenue Service announces as qualifying as a “hardship” under Section 401(k) of the Code.

(b) For a Hardship Withdrawal to be granted, the following requirements must be met:

(1) The maximum amount of the withdrawal must not be in excess of the amount necessary to alleviate the Hardship, but may include amounts necessary to pay any Federal, State and local income taxes or penalties reasonably expected to result from the distribution.

(2) The Participant must have made all withdrawals, other than Hardship Withdrawals, and taken all nontaxable loans currently available to him under this Plan and any other plan maintained by the Company or Affiliated Company.

(3) Notwithstanding the provisions of Paragraphs 5.2 and 5.3, the Participant shall not be permitted to have elective deferrals made on his behalf or to make employee contributions to this Plan or any other Plan maintained by the Company or Affiliated Company during the six (6) month period following his receipt of a Hardship Withdrawal. For this purpose, the phrase “any other plan maintained by the Company or Affiliated Company” means all qualified and nonqualified plans of deferred compensation maintained by the Company or Affiliated Company. The phrase includes a stock option, stock purchase, or similar Plan, or a cash or deferred arrangement under a cafeteria Plan (within the meaning of Section 125 of the Code), but does not include a health or welfare benefit plan, including one that is part of such a cafeteria plan. The suspension of elective deferrals and employee contributions shall not apply to withdrawals made after a Participant attains age 59-1/2.

(c) The amount necessary to fund the Hardship Withdrawal shall be taken from the Participant’s Account but in no event shall be taken from the Employer’s Basic Contribution Account, the Employer DC Transition Credit Account or earnings after December 31, 1988 on Deferred Income Contributions or Catch-up Contributions. Unless determined otherwise by the Committee, withdrawals shall generally be made pro rata from the investment funds in which the Participant’s Accounts from which the withdrawals are made are invested.

(d) A request for a Hardship Withdrawal shall be made on forms and in the manner prescribed by the Committee. The Committee shall establish a uniform and nondiscriminatory policy for reviewing withdrawal applications and any determination made by the Committee shall be final but subject to appeal under Paragraph 12.8.

38

10.4 Value and Payment of Withdrawals

In the event of a withdrawal under this Article 10, the value of a Participant’s Accounts shall be determined by the Trustee as of the Valuation Date coincident with or next following the date on which the Trustee receives instructions from the Committee to make the withdrawal. Withdrawals shall be paid to the Participant in cash on the earliest practicable date following the aforementioned Valuation Date.

10.5 Loans

A Participant who is an Employee and any other Participant who is a party-in-interest within the meaning of Section 3(14) of ERISA may, on forms and in accordance with procedures prescribed by the Committee, apply to borrow from the value of the nonforfeitable portion of his Accounts, other than his Employer Basic Contribution Account and Employer DC Transition Credit Contribution Account.

10.6 In-Service Withdrawals

A Participant may withdraw any amount from his Deferred Income Contribution Account_, Employee Transfer Account, Employer Matching Contribution Account, Rollover Account and Catch-up Account after attaining age fifty-nine and one-half (59 ¹⁄₂). A Participant may withdraw any amount from his Rollover Account at any age.

39

ARTICLE 11 – OPERATION OF THE PLAN

11.1 Administrator

The Administrator of the Plan is the Company.

11.2 Named Fiduciary

In its capacity as administrator, the Company shall be the named fiduciary within the meaning of Section 402(a) of ERISA and may delegate part or all of its responsibilities as named fiduciary to other fiduciaries.

11.3 Actions of Fiduciaries

Any fiduciary with respect to the Plan:

(a) May serve in more than one fiduciary capacity with respect to the Plan;

(b) May employ one or-more persons to render advice with regard to or carry out any responsibility that such fiduciary has under the Plan;

(c) May rely upon any direction, information or action of any other fiduciary, acting within the scope of its responsibilities under the Plan, as being proper under the Plan.

11.4 Procedures for Plan Operation

(a) The adoption, amendment, and termination of the Plan and appointment of certain fiduciaries to carry out the operation and administration of the Plan shall be the responsibility of the Company. The procedures for amending and terminating the Plan and for appointing such fiduciaries are set forth in Articles 12 through 16.

(b) The responsibilities of the Company, the Committee and the Trustee for the operation and administration of the Plan are allocated among them by virtue of the several Articles of this Plan and the Trust Agreement wherein their respective duties are specified or in which authority is delegated.

(c) Each fiduciary shall have only the authority and duties as are specifically given to it under this Plan, shall be responsible for the proper exercise of its own authority and duties, and shall not be responsible for any act or failure to act of any other fiduciary.

(d) The basis upon which payments are to be made to the Plan and from the Plan are set forth in Articles 4 through 10.

11.5 Funding Policy

The funding policy under the Plan, and the procedures for carrying out such policy and method, shall be in accordance with Articles 4, 5, and 6.

11.6 Assets in Trust

Except as otherwise permitted under the Plan for insurance products, all assets of the Plan shall be held in trust by the Trustee pursuant to the terms of the Trust Agreement.

40

11.7 Expenses

The compensation or fees of consultants, actuaries, accountants, counsel and other specialists and any other costs of administering the Plan will be paid by the Plan (allocated on any basis reasonably determined by the Committee in its discretion – for example, by participant, Account, Account balance, investments, transactions or otherwise) unless, at the discretion of the Company, paid by the Employers.

41

ARTICLE 12 – PLAN ADMINISTRATION

12.1 Administrator

(a) The Company is the administrator of the Plan for purpose of all applicable legislation governing the operation and administration of the Plan.

(b) In its capacity as administrator, the Company is responsible for all matters with respect to the operation, administration and, subject to compliance with applicable legislation, interpretation of the Plan.

12.2 Appointment of Committee

(a) In its capacity as administrator, the Company may appoint one or more agents or establish one or more committees (including the Committee), who may be named fiduciaries for purposes of Section 402(a) of ERISA, as it may consider appropriate or necessary from time to time to undertake, perform and execute, and to oversee the undertaking, performance and execution by others where considered appropriate or necessary, of such Plan administration and related matters as are assigned by the Company to such agent(s) or committee(s) from time to time.

(b) Pursuant to its authority under paragraph (a), above, the Company has established the Committee to administer the Plan on its behalf. The Committee shall have full power, discretion and authority to carry out those of the Company’s duties, responsibilities and powers in relation to the administration and operation of the Plan as are delegated to it by the Company from time to time.

(c) The Committee may delegate to any of its members or to such other persons or sub-committees it deems appropriate any of its duties or responsibilities, subject to the Committee’s direction and supervision. Nothing contained in this paragraph shall be construed to confer upon any such person any discretion, authority or control respecting the management, administration and operation of the Plan, unless expressly authorized in writing.

12.3 Information from Participants

Each Participant shall be required to furnish to the Committee, in the form prescribed by it, such personal data, affidavits, authorizations to obtain information, and other information as such Committee may deem appropriate for the proper administration of the Plan.

12.4 Authority to Act

The committees may authorize one or more of its members, officers, or agents to sign on its behalf any of its instructions, directions, notifications, or communications to the Trustee, and the Trustee may conclusively rely thereon and the information contained herein.

12.5 Liability for Acts

No member of a committee shall be personally liable for any error of omission or commission unless such error results from his own gross negligence, willful misconduct, or lack of good faith; nor shall any member of a committee be personally liable for any act of gross negligence, willful misconduct, or lack of good faith of any other member or members of such committees, to the fullest extent permissible by law.

42

12.6 Compensation and Expenses

Unless authorized by the Board, a member or officer of a committee shall not be compensated for his service, but shall be reimbursed for reasonable expenses incident to the performance of such service. Notwithstanding any other provision of the Plan or Trust, no person who is a “disqualified person” within the meaning of Section 4975(e)(2) of the Code and who receives full-time pay from any Employer shall receive compensation from the Trust Fund, except for reimbursement of expenses properly and actually incurred.

12.7 Indemnity

The committees and the individual members thereof shall be indemnified by the Company against any and all liabilities arising by reason of any act or failure to act made in good faith pursuant to the provisions of the Plan, including expenses reasonably incurred in the defense of any claim relating thereto.

12.8 Denied Claims

(a) Any claim for payment of benefits under the Plan shall be made in writing to the committee. If any claim for benefits is wholly or Partially denied, the committee shall, within 90 days after receipt of the claim:

(1) Notify the claimant, in writing, of such denial, setting forth the specific reasons therefore; and

(2) Afford such claimant a reasonable opportunity for a full and fair review of the decision denying his claim.

(b) Notice of such denial shall set forth, in addition to the specific reasons for the denial, the following:

(1) Reference to pertinent provisions of the Plan.

(2) Such additional material or information as may be necessary to perfect the claim, along with an explanation of why such material or information is necessary.

(3) An explanation of the claims review procedure.

(4) Advice that such claimant or his authorized representative may request the opportunity to review pertinent Plan documents and submit a statement of issues and comments.

(c) Within sixty (60) days following advice of denial of his claim, upon request made by any claimant for a review of such denial, the Committee shall take appropriate steps to review its decision in light of any further information or comments submitted by such claimant. The Committee shall be empowered to hold a hearing at which such claimant or his authorized representative shall be entitled to present the basis for his claim for review.

43

(d) The Committee shall render a decision within sixty (60) days after claimant’s request for review (which may be extended to 120 days if circumstances so require, provided written notice of such extension is furnished to the claimant prior to the commencement of such extension) and shall advise claimant in writing of its decision on such review, specifying its reasons and identifying appropriate provisions of the Plan.

12.9 Reliance on Reports and Certificates

The committees will be entitled to rely conclusively upon all tables, valuations, certificates, opinions, and reports which will be furnished by an accountant, controller, counsel, or other person who is employed or engaged for such purposes.

44

ARTICLE 13 – THE TRUST

13.1 Trust Agreement

The Company shall enter into a Trust Agreement or Agreements defined in Paragraph 2.46 as the “Trust Agreement”, and each Trustee shall receive the contributions to the Trust Fund made by the Employer pursuant to the Plan and shall hold, invest, reinvest, and distribute such fund in accordance with the terms and provisions of the Trust Agreement. The Committee will determine the form and terms of such Trust Agreement and may modify such Trust Agreement from time to time to accomplish the purposes of this Plan and may remove any Trustee and select any successor Trustee. The Trust Agreement may provide that the Trust Fund thereunder may be used to fund this Plan and other qualified Plans maintained by the Company or any Affiliate Company which meet the requirements of Section 401(a) of the Code.

13.2 Trust Funds

Separate investment funds shall be established to satisfy the investment procedures pursuant to Article 6. The Committee shall determine which investment vehicles are suitable in the Plan and shall include an Employer Common Stock Fund - a fund invested in the common stock of the Employer.

Pending investment and disbursement, the Fund may be invested in investments of a short-term nature.

45

ARTICLE 14 – AMENDMENT OF THE PLAN

14.1 Right to Amend

The Company reserves the right, at any time and from time to time, subject to the limitations; hereinafter provided, to amend in whole or in part any or all provisions of the Plan. Each amendment of the Plan shall be in writing, and shall become effective on the date specified herein.

The Company may, as it deems appropriate from time to time, delegate all or part of its power to amend the provisions of the Plan to such person or persons (including the Committee) as it considers appropriate and revoke any such delegation in whole or in part.

14.2 Restrictions on Amendment

(a) No amendment of the Plan may be made which shall either:

(1) Deprive any Participant, or Beneficiary of any part of an Account as constituted at the time of such amendment; or

(2) Result in the reversion to an Employer of any part of the Trust Fund contrary to the provisions of the Plan.

(b) If the vesting schedule is amended, each Participant with at least three years of service may elect, within the period specified in the following sentence after the adoption of the amendment, to have his nonforfeitable percentage computed under the Plan without regard to such amendment. The period during which the election may be made shall commence with the date the amendment is adopted and shall end on the latest of; (a) 60 days after the amendment is adopted; (b) 60 days after the amendment becomes effective; or (c) 60 days after the Participant is issued written notice of the amendment by the Company or Committee. Furthermore, the amendment shall not decrease the nonforfeitable percentage, measured as of the later of the date the amendment is adopted or effective, of any Participant’s accounts.

46

ARTICLE 15 – TERMINATION OF THE PLAN

15.1 Events Constituting Termination

(a) It is expressly declared to be the desire and intention of each Employer to continue the Plan and Trust in existence for an indefinite period of time. However, circumstances or legislation not now anticipated or foreseeable may arise in the future, as a result of which an Employer may deem it to be impractical or unwise to continue the Plan and the Trust established hereunder, and each Employer therefore reserves the right to terminate the Plan (insofar as it affects its employees) at any time. Such termination shall be effected by a written instrument of termination executed by such Employer. A copy of such instrument shall be delivered to the Trustee, to each other Employer, and to the Committee.

(b) With respect to any Employer, its adjudication of bankruptcy or insolvency by any court of competent jurisdiction; its making of a general assignment for the benefit of creditors; its dissolution, merger, consolidation, other reorganization or discontinuance of business, unless the Plan is continued by a Successor Company; or its complete discontinuance of contributions, shall operate to terminate the Plan with respect to such Employer.

15.2 Manner of Distribution

Subject to the foregoing provisions of this Article 15, any distribution after termination of the Plan may be made, in whole or in part, to the extent that no discrimination results, in cash, securities or other assets in kind (based on their fair market value as of the date of distribution), as the Committee in its discretion shall determine.

15.3 Residual Amounts

In no event shall the Employers receive any amounts from the Trust Fund upon termination of the Plan except as provided in Paragraph 16.6.

15.4 Liquidation of Trust Fund

The Trust and the Trust Fund shall continue in existence after the termination of the Plan for such period of time as may be required to complete the liquidation thereof in accordance with the terms of this Article 15.

15.5 Internal Revenue Service Approval for Distribution

Notwithstanding any provision of the Plan or of the Trust Agreement to the contrary, no person shall have any right or claim to any asset of the Trust Fund before the Internal Revenue Service shall determine that the proposed distribution of assets under this Article does not result in the discrimination prohibited by Section 401(a)(4) of the Code.

47

ARTICLE 16 – MISCELLANEOUS PROVISIONS

16.1 No Assignment of Benefit

Participants and Beneficiaries are entitled to all the benefits specifically set out under the terms of the Plan, but neither those benefits nor any of the property rights in the Plan are assignable or distributable to any creditor or other claimant of a Participant or Beneficiary. A Participant will not have the right to anticipate, assign, pledge, accelerate or in any way dispose of or encumber any of the monies or benefits or other property that may be payable or become payable to such Participant or his Beneficiary provided, however, the Committee shall recognize and comply with a valid Qualified Domestic Relations Order as defined in Section 414(p) of the Code. Effective with judgments, orders, decrees and settlement agreements entered into on or after August 5, 1997, the first sentence of this Paragraph 16.1 shall not apply with respect to any offset to a Participant’s benefits expressly provided for in a judgment, order, decree or settlement agreement described in Section 401(a)(13)(C) of the Code. A domestic relations order that otherwise satisfies the requirements for a qualified domestic relations order described in Code § 414(p) will not fail to be a qualified domestic relations order: (i) solely because the order is issued after, or revises, another domestic relations order or qualified domestic relations order; or (ii) solely because of the time at which the order is issued, including issuance after the annuity starting date or after Participant’s death.

16.2 No Implied Rights to Employment

Neither this Plan, the payment of contributions by the Employer to the Trust Fund, nor the payment of any benefits pursuant to the Plan shall be construed to create any obligation upon the Employer to continue to make contributions to the Plan or to give any present or future Employee any right to continued Employment.

16.3 Plan Assets, Merger, or Transfer

There shall be no merger or consolidation with, or transfer of assets or liabilities of the Plan to, any other Plan unless each Participant in the Plan would, if the Plan terminated after such merger, consolidation, or transfer of assets or liabilities, receive a benefit immediately thereafter equal to or greater than the benefit that he would have been entitled to receive immediately before such merger, consolidation, or transfer if the Plan had then terminated.

16.4 Remittance of Contributions

Amounts deducted as contributions under Paragraphs 5.1, 5.2, 5.3, and 5.4 will be remitted to the Trustee as soon as practicable and invested in accordance with Article 6.

16.5 Limitation on Annual Additions

(a) Code Section 415, and regulations issued thereunder, are incorporated by reference into the Plan, with the definition of Compensation set forth in Paragraph 16.5(c), and, notwithstanding anything herein, shall override any Plan provision to the contrary. Contributions (other than Catch-up Contributions and rollover contributions) and other amounts constituting annual additions as determined under Code § 415, and regulations issued thereunder (collectively, “Annual Additions”) are limited to the extent required by Code Section 415 and the regulations issued thereunder.

48

(b) The Annual Additions for a Participant with respect to any Limitation Year shall not exceed the lesser of:

(1) $52,000, as adjusted for increases in the cost of living under Code § 415(d); or

(2) 100% of the compensation paid or made available to the Participant in such year;; provided that this compensation limitation shall not apply to (i) any contribution for medical benefits after separation from service (within the meaning of Code Sections 401(h) and 419A(f)(2)) that is otherwise treated as an Annual Addition or (ii) any amount otherwise treated as an Annual Addition under Code Section 415(I)(1).

If there is a short Limitation Year because of a change in Limitation Year, the Committee will multiply the $52,000 limitation (or larger limitation) by a fraction, the numerator of which is the number of months in the short Limitation Year and the denominator of which is 12.

(c) Compensation, for purposes of this Paragraph 16.5 (except where specifically provided otherwise), means wages for federal income tax withholding purposes, as defined in Code Section 3401(a), plus all other payments to an Employee in the course of the Employer’s or Affiliated Company’s trade or business, for which the Employer of Affiliated Company must furnish the Employee a written statement under Code Sections 6041, 6051, and 6052, but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)). Compensation includes amounts that would be included in wages but for an election under Code Sections 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b). Compensation also includes Code Section 125 deemed compensation described in Section 1.15(c), differential wage payment defined by Code Section 3401(h)(2), and post severance regular pay described in Treasury Regulations Sections 1.415(c)-2(e)(3)(i) and (ii). Compensation excludes (i) amounts paid or reimbursed by the Employer or Affiliated Company for moving expenses incurred by an Employee but only to the extent that, at the time of payment, it is reasonable to believe that these amounts are deductible by the Employee under Code Section 217 and (ii) amounts in excess of Code Section 401(a)(17). The Plan does not consider any Compensation paid for a period after the payroll cycle (which payroll cycle in no event shall end later than the later of 2¹/₂ months after severance from employment or the end of the Limitation Year that includes the date of such severance from employment) that includes the Participant ceasing to be an Eligible Employee. Compensation does not include severance payments regardless of when paid.

(d) Other Defined Contribution Plans. If the Employer or any other employer required to be aggregated under Code Section 414(b) or 414(c) (as modified by Code Section 415(h)) maintains any other qualified defined contribution plan for its Employees, some or all of whom are Participants of the Plan, then to the extent necessary, any such Participant’s Annual Additions shall first be reduced under such this Plan and then shall be reduced under this Plan, if such reductions are required for purposes of reducing allocations on a combined basis, to the limits of this Section 16.5.

49

16.6 Non-Reversion

The Plan is created for the exclusive benefit of Participants and their Beneficiaries. Except as provided in subparagraphs (a) and (b) below, at no time prior to the satisfaction of all liabilities under the Plan with respect to Participants and their Beneficiaries shall any contribution to the Plan by an Employer or any assets of the Trust Fund ever revert to or be used by such Employer.

(a) In the case of a contribution that is made by an Employer by a mistake of fact, such Employer may direct the return to it of such contribution within one year after the payment of the contribution.

(b) Contributions by an Employer are conditioned upon qualification of the Plan under Section 401(a) and 401(k) of the Code and the deductibility of each such contribution under Section 404 of the Code, and an Employer may direct the return to it of any contribution (to the extent disallowed) within one year after the disallowance.

16.7 Voting Rights

The Trustee will deliver or cause to be delivered to each Participant, or in the event of his death, to his Beneficiary, all notices, financial statements, proxies and proxy soliciting material received by the Trustee relating to the Employer Securities attributable to his interest in the Employer Stock fund. Such Participant or Beneficiary will have the right to direct the exercise of all voting rights with respect to such Employer Securities and such voting rights will be exercised by the Trustee to the extent directed by such Participant or Beneficiary. Any Employer Securities for which voting direction is not received from a Participant or Beneficiary shall be voted by the Trustee in the same manner as the majority of Employer Securities for which voting directions are received from Participants and Beneficiaries as to the matter to be voted on.

16.8 Incapacity

If the Committee determines that a person entitled to receive any benefit payment is under a legal disability or is incapacitated in any way so as to be unable to manage his financial affairs, the Committee may direct the Trustee to make payments to his legal representative or to a relative or other person for his benefit, or to apply the payment for the benefit of such person in such manner as the Committee considers advisable. Any payment of a benefit in accordance with the provisions of this Paragraph shall be a complete discharge of any liability to make such payment.

16.9 Effectuation of Interest

In the event it should become impossible for the Company or the Committee to perform any act required by the Plan, the Company or the Committee may perform such other act as it in good faith determines will most nearly carry out the intent and purpose of the Plan.

16.10 Headings

The headings of Articles and Paragraphs of this Plan are for convenience of reference only, and in case of any conflict between any such headings and the text of the Plan, the text shall govern.

50

16.11 Copy of Plan

An executed copy of the Plan shall be available for inspection by any Employee or other persons entitled to benefits under the Plan at reasonable times at the office of the Employer.

16.12 Governing Law

The Plan and all matters arising thereunder shall be construed and governed ERISA, the Code and to the extent applicable and except as provided otherwise herein, by the laws of the State of Colorado.

51

ARTICLE 17 – TOP-HEAVY PROVISIONS

17.1 Applicability of Section

The following additional provisions shall apply to Participants as of the first day of any Plan Year after December 31, 1983 in which the Plan is determined to be a Top Heavy Plan. Where they are in conflict with the remaining provisions of the Plan, these provisions shall control.

17.2 Definitions

(a) “Compensation” for purposes of this Article 17 means annual compensation within the meaning of Code Section 415(c)(3).

(b) “Key Employee” means any Employee or former Employee under this Plan who, at any time during the Plan Year containing the Determination Date, is or was one of the following:

(1) An officer of the direct Employer of the Employee or former Employee having an annual compensation from the Company and any Affiliated Companies greater than $170,000 (as adjusted under Section 416(i)(l) of the Code). Whether an individual is an officer shall be determined by the Committee on the basis of all the facts and circumstances, such as an individual’s authority, duties and term of office, and not on the mere fact that the individual has the title of an officer. For any such Plan Year, there shall be treated as officers no more than the lesser of:

(A) 50 Employees or

(B) The greater of three Employees or ten percent of the Employees.

For purposes of this subparagraph (1), the highest-paid officers shall be selected.

For purposes of determining the numbers of officers taken into account, Employees described in Code Section 414(q)(8) shall be excluded.

(2) Any person who owns (or considered as owning within the meaning of Code Section 318) more than five percent of the outstanding stock of the Company or Affiliated Companies or stock possessing more than five percent of the combined total voting power of all stock of the Employer.

(3) A one percent owner of the Company or Affiliated Companies having an annual Compensation from the Company and Affiliated Companies of more than $150,000, and who owns (or is considered as owning within the meaning of Code Section 318) more than one percent of the outstanding stock of the Company or Affiliated Company or stock possessing more than one percent of the combined total voting power of all stock of the Employer.

(c) “Non-Key Employee” means an Employee (and any Beneficiary of an Employee) who is not a Key Employee.

52

(d) “Required Aggregation Group” means all qualified Plans (regardless of whether a Plan has terminated) maintained by the Company or an Affiliated Company in which a Key Employee participates and each other Plan of the Company that enables such Plan to meet nondiscrimination requirements of Code Section 401(a)(4) or the coverage requirement of Code Section 410.

(e) “Permissive Aggregation Group” means the Required Aggregation Group plus any other qualified Plans (regardless of whether a Plan has terminated) maintained by the Company or Affiliated Company, but only if such group would satisfy in the aggregate the requirements of Code Section 401(a)(4) and Code Section 410. The Committee shall determine which Plans to take into account in determining the Permissive Aggregation Group.

(f) “Determination Date” means the last day of the Plan’s immediately preceding Plan Year (or in the case of the first Plan Year of the Plan, the last day of the Plan Year).

(g) “Top-Heavy Plan” means this Plan for any Plan Year if, as of the Determination Date, the aggregate of the accounts under the Plan for Participants (including former Participants) who are Key Employees exceeds 60% of accounts under the Plan for all Participants. If this Plan is a member of a Required Aggregation Group, Top-Heavy Plan means this Plan only if the aggregation group is a Top-Heavy Group for such Plan Year (as defined in subparagraph (g)(2) below).

(1) For purposes of (2) below, the aggregate account under a defined contribution Plan shall be the sum of (a) the account balance determined as of the most recent valuation date that is within the 12-month period ending on the Determination Date, and (b) the adjustment for contributions due as of the Determination Date, and as described in the regulations under Code Section 416.

(2) “Top-Heavy Group” means the aggregation group if, as of the applicable Determination Date, the sum of the present value of the cumulative accrued benefits for Key Employees under all defined benefit Plans included in the aggregation group plus the aggregate of the accounts of Key Employees under all defined contribution Plans included in the aggregation group exceeds 60% of the sum of the present value of the cumulative accrued benefits for all such defined benefit Plans plus the aggregate accounts for all Employees, excluding former Key Employees, under such defined contribution Plans. If the aggregation group that is a Top-Heavy Group is a Required Aggregation Group, each Plan in the group will be top-heavy. If the aggregation group that is a Top-Heavy Group is a Permissive Aggregation Group, only those Plans that are part of the Required Aggregation Group will be treated as top-heavy. If the aggregation group is not a Top-Heavy Group, no Plan within such group will be top-heavy.

53

(3) In determining whether this Plan constitutes a Top-Heavy Plan, the Committee (or its agent) shall make the following adjustments in connection therewith:

(A) When more than one Plan is aggregated, the Committee shall determine separately for each Plan as of each Plan’s Determination Date the present value of the accrued benefits or account balance. The results shall then be aggregated by adding the results of each Plan as of the Determination Dates for such Plans that fall within the same calendar year.

(B) In determining the present value of the cumulative accrued benefits or the value of the account of any Employee, such present value or account shall include the amount in dollar value of the aggregate distributions made to such Employee as set forth in this Paragraph 17.2(g)(3)(B), unless reflected in the value of the accrued benefit or account balances as of the Determination Date. 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 one 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 substituting “5-year period” for “1-year period.” The accrued benefits and accounts of any individual who has not performed services for the Employer during the 1-year period ending on the Determination Date shall not be taken into account.

(C) Further, in making such determination, such present value or such account shall include any rollover contribution (or similar transfer), as follows:

(i) If the rollover contribution (or similar transfer) is initiated by the Employee and made to or from a Plan maintained by another employer, the Plan providing the distribution shall include such distribution in the present value or such account; the Plan accepting the distribution shall not include such distribution in the present value or such account unless the Plan accepted it before December 31, 1983.

(ii) If the rollover contribution (or similar transfer) is not initiated by the Employee or made from a Plan maintained by another employer, the Plan accepting the distribution shall include such distribution in the present value or such account, whether the Plan accepted the distribution before or after December 31, 1983; the Plan making the distribution shall not include the distribution in the present value or such account.

54

(D) Further, in making such determination, in any case where an individual is a Non-Key Employee, with respect to an applicable Plan, but was a Key Employee with respect to such Plan for any prior Plan Year, any accrued benefit and any account of such Employee shall be altogether disregarded. For this purpose, to the extent that a Key Employee is deemed to be a Key Employee if he or she met the definition of Key Employee within any of the four preceding Plan years, this provision shall apply following the end of such period of time.

(E) Further, in making such determination, in any case where an individual has not performed services for any Employer maintaining the Plan at any time in the five-year period ending on the Determination date, any accrued benefit and any account of such Employee shall be altogether disregarded.

17.3 Vesting Schedule

For any Plan Year in which the Plan is Top-Heavy, the vesting for each Participant shall be determined for a Participant in accordance with the schedule provided in Paragraph 8.1.

17.4 Minimum Contribution

For any Plan Year in which the Plan is Top-Heavy, the Company contribution from the required aggregation of defined contribution plans (as defined in Paragraph 17.2) made for each non-Key Employee shall be at least 3% (or at least 5% if required by Code Section 416 because of the Participant’s participation in an Employer’s defined benefit plan) of each non-Key Employee’s Compensation for such Year.

55

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its officers thereunto duly authorized, as of the 30 day of January 2014.

AGRIUM U.S. INC.
By:
Title:	SVP of HR

APPENDIX A

PARTICIPATING COMPANIES

A. 1 Participating Companies

The following companies shall be Participating Companies:

(a) Agrium U.S. Inc.

57

APPENDIX B

GRANDFATHERED PROVISIONS PERTAINING TO MERGED PLANS

B.1 Nu-West Industries, Inc. Employee Retirement Savings Plan

(a) Definitions

(1) “Nu-West Plan” shall mean the Nu-West Industries, Inc. Employee Retirement Savings Plan.

(2) “Former Nu-West Participant” shall mean a Participant in the Nu-West Plan who became a Participant in this Plan on February 1, 1998 as a result of the merger of the Nu-West Plan into this Plan.

(3) “Prior Account Balance” shall mean the balance, if any, of a Former Nu-West Participant’s accounts, in the Nu-West Plan as of January 31, 1998 that was transferred to the Plan on February 1, 1998. The Prior Account Balance shall exclude any portion of a Former Nu-West Participant’s accounts that is attributable to his Prior Rollover Contribution Account Balance as of January 31, 1998.

(4) “Prior Rollover Contribution Account Balance” shall mean the balance, if any, of the portion of a Former Nu-West Participant’s accounts attributable to eligible rollover distributions as defined in Section 402(c)(4) or Section 408(d)(3) of the Code or rollover contributions as defined in Section 408(d)(3) of the Code, in the Nu-West Plan as of January 31, 1998 that was transferred to the Plan on February 1, 1998.

(b) Vesting: All Prior Account Balances and Prior Rollover Account Balances shall be fully vested at all times.

(c) In- Service Withdrawals

(1) Notwithstanding any provisions in Paragraph 10.1 to the contrary, a Former Nu-West Participant who has attained age 59-1/2 shall be entitled to withdraw all or a portion of his Prior Account Balance. The minimum amount of such withdrawal is $1,000 or, if lower, his Prior Account Balance. A Former Nu-West Participant who has not attained age 59-1/2 shall be permitted to make a Hardship Withdrawal in accordance with the provisions of Paragraph 10.3 of the Plan.

58

(2) Notwithstanding any provisions in Paragraph 10.1 to the contrary, a Former Nu-West Participant shall be entitled to withdraw all or a portion of his Prior Rollover Contribution Account Balance. The minimum amount of such withdrawal is $1,000 or, if lower, his Prior Rollover Contribution Account Balance.

(3) A Former Nu-West Participant may make no more than two in-service withdrawals in any Plan Year.

B.2 Viridian Fertilizers, Inc. 401(k) Plan

(a) Definitions

(1) “Viridian Plan” shall mean the Viridian Fertilizers, Inc. 401(k) Plan.

(2) “Former Viridian Participant” shall mean a Participant in the Viridian Plan who became a Participant in the Agrium 401(k) Retirement Savings Plan on December 1, 1998 as a result of the merger of the Viridian Plan into this Plan.

(3) “Prior Account Balance” shall mean the balance, if any, of a Former Viridian Participant’s accounts in the Viridian Plan as of November 30, 1998 that was transferred to the Plan on December 1, 1998.

(b) Effective Dates: The provisions relating to the Nu-West Plan shall be effective as of February 1, 1998. The provisions relating to the Viridian Plan shall be effective as of December 1, 1998.

B.3 Royster-Clark, Inc. Employee Savings and Investment Plan and Trust

(a) Definitions

(1) “Royster-Clark Plan” shall mean the Royster-Clark, Inc. Employee Savings and Investment Plan and Trust.

(2) “Former Royster-Clark Participant” shall mean a Participant in the Royster-Clark Plan who became a Participant in the Agrium 401(k) Retirement Savings Plan on January 1, 2007 as a result of the transfer of accounts from the Royster-CIark Plan to this Plan.

59

(3) “Prior Account Balance” shall mean the balance, if any, of a Former Royster-Clark Participant’s accounts in the Royster-Clark Plan that was transferred to the Plan, including the pre-tax account, matching account, profit sharing account, prior pension account, rollover account, QNEC Account and voluntary after-tax contribution account.

(b) Vesting: All Prior Account Balances shall be fully vested at all times.

(c) In-Service Withdrawals: A Former Royster-Clark Participant who has attained age 59-1/2 shall be entitled to withdraw all or a portion of his or her Prior Account Balance in accordance with the provisions of Paragraph 10.6 of the Plan. A Former Royster-Clark Participant who has not attained age 59-1/2 shall be permitted to make a Hardship Withdrawal from his Prior Account Balance in accordance with the provisions of Paragraph 10.3 of the Plan.

(d) Elimination of Installment and Annuity Distribution Options: The installment distribution option of the Royster-Clark Plan is eliminated with respect to the Prior Account balance of Former Royster-Clark Participants for distributions with starting dates beginning after December 31, 2006. The Joint and Survivor Annuity distribution option that applied to Prior Pension Accounts in the Royster-Clark Plan is eliminated for distributions from such accounts with starting dates beginning after December 31, 2006.

60

EX-4.6

Exhibit 4.6

AMENDMENT NO. 1

to the

AGRIUM 401(k) RETIREMENT SAVINGS PLAN

This Amendment No. 1 is made to the Agrium 401(k) Retirement Savings Plan, as most recently amended and restated as of January 1, 2014, to incorporate effective January 1, 2015 certain limitations on investment into the Employer Stock fund:

1. The following Article 6 INVESTMENT OF CONTRIBUTIONS is amended and restated in its entirety to read as follows effective January 1, 2015:

ARTICLE 6 — INVESTMENT OF CONTRIBUTIONS

6.1 Investment of Participant Contributions

Participants, in accordance with uniform and nondiscriminatory procedures, may direct the investment of their Participant contributions (defined herein as Basic Deferred Income Contributions, Voluntary Deferred Income Contributions, Rollover Contributions and Employee Transfer Contributions) in such funds as the Company may select. If the Participant elects to have his deposits invested in more than one Fund, the investment in each Fund must be an even multiple of 1% of the total Participant’s contributions. Notwithstanding the foregoing, effective January 1, 2015, Participants may not direct the investment of more than 20% of their Participant contributions per payroll into the Employer Stock fund. In the event that no investment direction is given by the Participant, then the entire amount shall be immediately invested in the fund designated by the Committee as the default investment option.

6.2 Change in Current Investment Election

Subject to the limitations of Paragraph 6.1, any investment election directed by the Participant shall continue in effect until changed by the Participant. A Participant may change the type of investment election to be applicable to his future contributions subject to the limitations of Paragraph 6.1. Any change in investment election will be determined in accordance with procedures for implementing such a change to be determined by the Committee. Any such procedure will be applied uniformly to all Participants.

6.3 Conversion of Past Investment Elections

Subject to the limitations of Paragraph 6.1 and the provisions of this Paragraph 6.3, a Participant may elect to change the investment election for all or a portion of the funds then credited to him by complying with procedures as determined by the Committee. Effective January 1, 2015, no Participant may elect to invest funds then credited to the Participant into the Employer Stock fund to the extent that such election would cause the funds credited to the Participant in the Employer Stock fund to exceed 20% of the total funds credited to the Participant under the Plan, determined in accordance with procedures established by the Committee uniformly applied to all Participants. The Plan does not impose restrictions or conditions on the Participant’s ability to direct divestment of the Participant’s interest in the Employer Stock fund and reinvestment in other Plan investment funds other than restrictions or conditions imposed by reason of the application of securities laws or as otherwise permitted pursuant to Treasury Regulation Section 1.401(a)(35)-1 or other applicable guidance.

6.4 Investment of Employer Contributions

The investment of Employer Contributions, as defined in Article 4, shall be allocated among one or more funds in the same manner as the Participant Contributions as elected by the Participant in accordance with Paragraph 6.1, except that on and after January 1, 2008 through December 31, 2014, Participants may not invest Employer Contributions in the Employer Stock fund and on or after January 1, 2015, Participants may not invest more than 20% of Employer Contributions in the Employer Stock fund.

2. In all other respects, the Plan, as amended, shall continue in full force and effect.

Pursuant to the authority delegated to the Committee, this amendment has been signed by SVP, HR [Title] on the date set forth below:

PENSION COMMITTEE
By:
Title:	Senior VP, HR

Date: 12/16/2014            

2

EX-4.7

Exhibit 4.7

Agrium U.S. Retail

401(k) Savings Plan

Effective January 1, 2014

INTRODUCTION

Effective as of April 1, 1985 (the “Effective Date”), Western Farm Service, Inc. (the “Company”) adopted the Western Farm Service, Inc. Employee 401(k) Savings Plan and Trust (the “Prior Plan”). The Prior Plan was restated effective January 1, 1997 to comply with provisions of GATT, USERRA, SBJPA and TRA ‘97 (“GUST”). The amended and restated plan is referred to as the “Plan.”

Effective June 30, 2000 (the “Merger Date”), all account balances held in the Crop Production Services, Inc. Employee 401(k) Savings Plan and Trust (the “Crop Production 401(k) Plan”) were transferred to the Plan and the Crop Production 401(k) Plan was merged into the Plan; the Plan is the surviving plan. Each Participant who had an account balance under the Crop Production 401(k) Plan as of the day before the Merger Date shall be entitled to all of the subsidies and forms of benefit that are protected by Code § 411(d)(6) with respect to the Participant’s account balance under the Crop Production 401(k) Plan and the Plan shall be so construed and administered. The terms of the Plan apply to all Participants who perform at least one Hour of Service for an Employer or an Affiliated Employer on or after June 30, 2000. Effective as of June 30, 2000, the name of the Plan was changed to the Agrium U.S. Retail 401(k) Savings Plan. Effective as of December 31, 2008, the UAP Retirement Income Savings Plan was merged into the Plan. Effective January 1, 2009, the Company became part of Crop Production Services, Inc.

The Company amended and restated the Plan effective January 1, 2008 to incorporate changes required by the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”), the final Treasury regulations under Code § 401(a)(9), and the provisions of other interim amendments. The Company wishes to amend and restate the Plan effective January 1, 2014. The provisions of this amended and restated Plan supersede the provisions of the Plan for all Participants who performed at least one Hour of Service for an Employer or an Affiliated Employer on and after the Effective Date of this Restatement and for all persons claiming through, under or against such Participants. With respect to Participants who ceased to be employed, by retirement or otherwise, by an Employer or Affiliated Employer prior to the Effective Date of this Restatement, the provisions of the Plan in effect at the time of such cessation of employment shall govern the benefits of such Participants and all persons claiming through, under or against such Participants. The preceding sentence shall not apply to the extent that applying any prior provisions would violate any applicable law, would result in disqualification of this Plan or would require inconsistent administrative practices, in which case the provisions of this amended and restated Plan shall apply.

The provisions of this amendment and restatement of the Plan are subject to a determination by the Internal Revenue Service that the Plan remains “qualified” under Code §401(a). It is further intended that the Plan also conform to the applicable requirements of Title I of ERISA.

Table of Contents

		Page
ARTICLE 1	DEFINITIONS		1
ARTICLE 2	SERVICE COUNTING RULES		10
2.1	Hours of Service — General Rule		10
2.2	Eligibility Service		10
2.3	Vesting Service		11
2.4	Service — General Rule		11
2.5	Qualified Military Service		11
2.6	Prior Service		12
2.7	Service For Participants Transferred from the Royster-Clark, Inc. Employee Savings and Investment Plan and Trust (the “RC Plan”)		12
ARTICLE 3	ELIGIBILITY		13
3.1	Eligibility		13
3.2	Eligibility Upon Reemployment		13
3.3	Notification of Eligibility to Participate and Entry into Plan		13
3.4	Transfers and Change in Status		13
ARTICLE 4	PRETAX, AFTER-TAX, ROLLOVER AND TRANSFER CONTRIBUTIONS		14
4.1	Pretax Contributions		14
4.2	After-tax Contributions		15
4.3	Catch-up Contributions		15
4.4	Change of Contribution Level		15
4.5	Suspension of Contributions		15
4.6	Manner of Contributions		16
4.7	Remittance and Allocation of Pretax Contributions		16
4.8	Rollover Contributions		16
4.9	Participant Transfer Contributions		17
ARTICLE 5	EMPLOYER CONTRIBUTIONS		18
5.1	Safe Harbor Matching Contribution		18
5.2	Employer Additional Matching Contributions		19
5.3	Employer Contributions		19
5.4	Remittance and Allocation of Employer Contributions		19
5.5	Forfeitures of Employer Contributions		20
ARTICLE 6	NONDISCRIMINATION REQUIREMENTS AND MAXIMUM ANNUAL ADDITIONS		21
6.1	Section 415 Limits on Allocations		21

i

Table of Contents

(continued)

		Page
6.2	Nondiscrimination Requirements for Pretax Contributions		22
6.3	Nondiscrimination Requirements for Employer Matching Contributions and Employer Additional Matching Contributions		24
6.4	Leveling Method		25
6.5	Aggregation of Plans		26
6.6	Disaggregation of Plan		26
ARTICLE 7	PARTICIPANT ACCOUNTS		28
7.1	Participant Accounts		28
7.2	Allocations to Accounts		28
7.3	Separate Contracts Maintained		29
ARTICLE 8	INVESTMENT OF CONTRIBUTIONS		30
8.1	Investment Funds		30
8.2	Election of Investment Fund for Contributions		30
8.3	Change in Election of Investment Fund for Future Contributions		30
8.4	Change in Election of Investment Fund for Past Contributions		30
ARTICLE 9	WITHDRAWALS AND LOANS		32
9.1	Withdrawals and Loans — In General		32
9.2	Withdrawal of After-tax Contributions		32
9.3	Hardship Withdrawals		32
9.4	Valuation and Payment of Withdrawals		34
9.5	Loans		34
9.6	In-Service Distributions		34
ARTICLE 10	ENTITLEMENT TO BENEFITS		35
10.1	Retirement		35
10.2	Disability		35
10.3	Termination of Employment		35
10.4	Vesting on Plan Termination		36
10.5	Forfeitures		36
10.6	Death		37
10.7	Beneficiary		37
10.8	Elective Deemed Military Severance		38
10.9	Qualified Reservist Distribution		38
ARTICLE 11	DISTRIBUTION OF BENEFITS		39
11.1	Form of Benefit Payment		39

ii

Table of Contents

(continued)

		Page
11.2	Benefit Commencement		39
11.3	Minimum Required Distributions		40
11.4	Eligible Rollover Distributions		44
11.5	Small Payments		46
ARTICLE 12	VOTING OF STOCK AND TENDER OFFERS		47
12.1	Voting of Shares		47
12.2	Ownership of Shares		47
12.3	Tender Offers		47
ARTICLE 13	PLAN ADMINISTRATION		48
13.1	Administrator		48
13.2	Appointment of Committee		48
13.3	Indemnification		48
13.4	Conclusiveness of Action		48
13.5	Payment of Expenses		49
13.6	Claim Procedure		49
ARTICLE 14	ESTABLISHMENT OF FUND		51
14.1	Funding Agreement		51
ARTICLE 15	AMENDMENT, TERMINATION AND MERGER OF THE PLAN		52
15.1	Right to Amend the Plan		52
15.2	Right to Terminate the Plan		52
15.3	Plan Merger, Consolidation or Transfer		53
ARTICLE 16	TOP-HEAVY PLAN REQUIREMENTS		54
16.1	General Rule		54
16.2	Vesting Provision		54
16.3	Minimum Contribution Provisions		54
16.4	Coordination with Other Plans		55
16.5	Top-Heavy Plan Definition		55
16.6	Key Employee		57
16.7	Non-Key Employee		57
16.8	Collective Bargaining Rules		58
ARTICLE 17	MISCELLANEOUS		59
17.1	Limitation on Distributions		59
17.2	Limitation on Reversion of Contributions		59
17.3	Voluntary Plan		59

iii

Table of Contents

(continued)

		Page
17.4	Non-alienation of Benefits		59
17.5	Inability to Receive Benefits		60
17.6	Missing Persons		60
17.7	Limitation of Third-Party Rights		60
17.8	Invalid Provisions		60
17.9	One Plan		60
17.10	Use and Form of Words		61
17.11	Headings		61
17.12	Governing Law		61
ARTICLE 18	GRANDFATHERED PROVISIONS PERTAINING TO MERGED PLANS		62
18.1	Royster-Clark, Inc. Employee Savings and Investment Plan and Trust		62
18.2	UAP Retirement Income Savings Plan		62
ARTICLE 19	REQUIRED TRANSITION PROVISIONS		66
19.1	Compensation		66
19.2	Eligibility		66
19.3	Catch-Up Contributions		66
19.4	Safe Harbor Contributions		66
19.5	Average Deferral Percentage Test Failure		66
19.6	Average Contribution Percentage Test Failure		66
19.7	Aggregation of Plans		66
19.8	415 Annual Addition		66
19.9	Hardship Withdrawals		66
19.10	Elimination of “Same Desk Rule”		67
19.11	Required Minimum Distributions		67
19.12	Direct Rollovers of Plan Distributions		67
19.13	Small Payments		67
19.14	Distribution Upon Termination		67
19.15	Elective Contributions		67
APPENDIX A	PARTICIPANTS AFFECTED BY PLAN SELF CORRECTION OF LOANS
APPENDIX B	PARTICIPATING EMPLOYERS
APPENDIX C	SERVICE CREDIT FOR PRIOR EMPLOYMENT WITH CERTAIN BUSINESSES

iv

ARTICLE 1

DEFINITIONS

1.1 “Accounts” means, with respect to any Participant, his After-tax Account, Employer Account, Loan Account, Pretax Account, Rollover Account and Catch-up Account and shall, as to each such Account, include any subaccount established thereunder. “Account” means any of the foregoing “Accounts.”

1.2 “Affiliated Employer” means each business entity (other than an Employer), whether or not incorporated and whether or not such entity has adopted the Plan, which at the time of reference is (1) a member of a “controlled group of corporations” or a group under “common control” with an Employer, or (2) a member of an “affiliated service group” which includes an Employer, all as determined under Code §§ 414(b), (c), (m) or (o), or, solely for purposes of Section 6.8, the rules set forth in Code §415(h). Any such entity will be considered an Affiliated Employer (1) during any such period of affiliated status and (2), if specifically provided in the Plan, during any period preceding a period of affiliated status.

1.3 “After-tax Account” means the Account established for a Participant in accordance with Section 7.1 that reflects his share of a Fund attributable to his After-tax Contributions, as adjusted from time to time pursuant to Section 7.2.

1.4 “After-tax Contributions” means the contributions that a Participant made prior to October 1, 1995 to the Crop Production 401(k) Plan on an after-tax basis; no more after-tax contributions are allowed.

1.5 “Average Contribution Percentage” means, for any Plan Year, the average of the ratios determined under Section 1.17 for (i) the group of Eligible Employees who are Highly Compensated Employees and (ii) the group of Eligible Employees who are Non-highly Compensated Employees. For any Plan Year beginning after December 31, 1998, if the requirements of Code § 410(b)(1) are satisfied separately with respect to Employees who are Non-highly Compensated Employees who have not attained age 21 and completed at least one year of Eligibility Service, such group of Employees shall be excluded in determining the Average Contribution Percentage for such year.

1.6 “Average Deferral Percentage” means, for any Plan Year, the average of the ratios determined under Section 1.18 for (i) the group of Eligible Employees who are Highly Compensated Employees and (ii) the group of Eligible Employees who are Non-highly Compensated Employees. For any Plan Year beginning after December 31, 1998, if the requirements of Code § 410(b)(1) are satisfied separately with respect to Employees who are Non-highly Compensated Employees who have not attained age 21 and completed at least one year of Eligibility Service, such group of Employees shall be excluded in determining the Average Deferral Percentage for such year.

1.7 “Beneficiary” means the person or persons or entity or entities (including a trust) or estate that shall be entitled to receive benefits payable pursuant to the provisions of this Plan by virtue of a Participant’s death, pursuant to the provisions of Section 10.7.

1.8 “Board” means the Board of Directors of the Company, except that any action which may be taken by the Board may also be taken by a duly authorized committee of the Board or by such other person or group as may be designated by the Board (to the extent of such designation).

1

1.9 “Break in Service” means a Period of Severance of at least 12 consecutive months.

1.10 “Catch-up Account” means the account established for a Participant in accordance with Section 7.1 that reflects his share of a Fund attributable to his Catch-up Contributions, as adjusted from time to time pursuant to Section 7.2.

1.11 “Catch-up Contribution” means a contribution made to this Plan in accordance with Section 4.3.

1.12 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

1.13 “Committee” means the U.S. Pension Committee established by Agrium U.S. Inc.

1.14 “Company” means Crop Production Services, Inc. Prior to January 1, 2009, Company means Western Farm Service, Inc. and Crop Production Services, Inc.

1.15 “Compensation” means:

(a) In General. Compensation shall mean those amounts reported as “wages, tips, other compensation” on Form W-2 by the Employer, excluding amounts paid or reimbursed for moving expenses incurred by an Employee to the extent that such amounts are deductible by the Employee under Code § 217. Compensation shall include elective contributions that are not includable in the Employee’s income pursuant to Code §§ 125, 402(e)(3), 402(b), 402(h), or, for periods beginning on and after January 1, 2001, § 132(f)(4). For purposes of determining the amount of Pretax Contributions, Catch-up Contributions, Safe Harbor Matching Contributions and Additional Matching Contributions, Compensation shall exclude reimbursement or other expense allowances (including relocation and vehicle reimbursements), fringe benefits (cash and noncash), moving expenses, deferred compensation and welfare benefits. For purposes of determining the amount of Pretax Contributions, Catch-up Contributions, Safe Harbor Matching Contributions and Additional Matching Contributions, Compensation shall be measured over the portion of a Plan Year after the Employee has satisfied any eligibility requirements under Article 3 and subject to Section 1.15(d), while the Employee is an Eligible Employee.

(b) Compensation Limit. For purposes of calculating the minimum contribution required in years when the Plan is “top-heavy” and for purposes of calculating Safe Harbor Matching Contributions and Additional Matching Contributions, the Compensation taken into account for the applicable time period shall not exceed the compensation limit under Code § 401(a)(17) ($260,000 effective January 1, 2014), as adjusted for cost of living increases in accordance with Code § 401(a)(17)(B), in effect for the calendar year in which the time period begins. If the period for determining compensation consists of fewer than 12 months, the annual compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the computation period and the denominator of which is 12.

2

(c) Section 125 Deemed Compensation. For purposes of this Section 1.15, amounts under Code § 125 include any amounts not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that he or she has other health coverage. An amount will be treated as an amount under Code §125 only if the Company does not require or collect information regarding the Participant’s other health coverage as part of the enrollment process under the health plan.

(d) Compensation Timing Rules. The Plan does not consider any Compensation paid for a period after the payroll cycle that includes the Participant ceasing to be an Eligible Employee. Compensation does not include severance payments regardless of when paid.

1.16 “Computation Period” generally means the Plan Year. However, for purposes of determining a Year of Eligibility Service, Computation Period shall mean the 12 month period beginning on the Employee’s Employment Commencement Date (or most recent date of rehire following a Break in Service). If an Eligible Employee fails to complete a Year of Eligibility Service during that initial 12-month period, Computation Period thereafter shall mean the 12-month period ending with the month in which such Eligible Employee completes a 1,000 Hours of Service.

1.17 “Contribution Percentage” means, for each Participant, the ratio of any Employer Matching Contributions made by or on behalf of a Participant for a Plan Year, to such Participant’s compensation (within the meaning of § 414(s) of the Code) for such Plan Year. Employer Matching Contributions exclude Employer Matching Contributions that are forfeited under Section 4.1(e), 6.2(b), 6.2(c) or 6.3(b). The Employer may include Qualified Nonelective Contributions in the Contribution Percentage amounts. The Employer also may elect to use elective deferrals in the Contribution Percentage amounts so long as the Average Deferral Percentage (“ADP”) test is met before the elective deferrals are used in the Average Contribution Percentage (“ACP”) test and continues to be met following the exclusion of those elective deferrals that are used to meet the ACP test. If more than one plan providing employee contributions or matching contributions (within the meaning of Code § 401(m)) is maintained by an Employer or Affiliated Employer, the Contribution Percentage of any Highly Compensated Employee who participates in more than one such plan or arrangement shall be determined as if all such plans or arrangements were a single plan. If a Highly Compensated Employee participates in more than one such plan or arrangement of the Employer that have different plan years, all Contribution Percentage amounts made during the Plan Year under all such arrangements shall be aggregated. Notwithstanding the foregoing, plans shall be treated as separate if they are mandatorily disaggregated under Code § 401(k).

1.18 “Deferral Percentage” means, for each Participant, the ratio of any Pretax Contributions made on behalf of a Participant for a Plan Year, to such Participant’s compensation (within the meaning of Code § 414(s)) for such Plan Year. Pretax Contributions include (a) any Pretax Contributions (other than Catch-up Contributions) made pursuant to the Participant’s deferral election (including Pretax Contributions in excess of the Elective Deferral Limit of Highly Compensated Employees), but excluding (i) Pretax Contributions in excess of the Elective Deferral Limit of Non-highly Compensated Employees that arise solely from Pretax Contributions made under the Plan or plans of the Employer and (ii) Pretax Contributions that are taken into account for purposes of the Average Contribution Percentage test (provided the Average Deferral Percentage test is satisfied both with

3

and without exclusion of these Pretax Contributions); and (b) Qualified Nonelective Contributions. If more than one plan providing a cash or deferred arrangement (within the meaning of Code § 401(k)) is maintained by an Employer or Affiliated Employer, the Deferral Percentage of any Highly Compensated Employee who participates in more than one such plan or arrangement shall be determined as if all such plans or arrangements were a single plan or arrangement. If a Highly Compensated Employee participates in two or more cash or deferred arrangements of the Employer that have different plan years, all elective deferrals made during the Plan Year under all such arrangements shall be aggregated. Notwithstanding the foregoing, plans or arrangements shall be treated as separate if they are mandatorily disaggregated under Code § 401(k).

1.19 “Disability” means a physical or mental condition of such severity and duration as to entitle the Participant to disability benefits under the Federal Social Security Act or to entitle the Participant to disability benefits under the Employer’s long-term disability program. “Disabled Participant” shall mean a Participant who is in receipt of disability benefits under the Federal Social Security Act or the Employer’s long-term disability program.

1.20 “Effective Date” means April 1, 1985.

1.21 “Effective Date of this Restatement” means January 1, 2014.

1.22 “Eligible Employee” means any Employee of an Employer, except:

(a) an Employee whose terms and conditions of employment are the subject of a collective bargaining agreement between an Employer and a collective bargaining agent, unless and until participation in the Plan is negotiated for and agreed to in writing by the representatives of such Employer and the collective bargaining agent;

(b) an Employee who is not employed in a division, subdivision, plant, location or other sub-unit of the Employer to which his Employer has extended the Plan;

(c) an Employee who is a nonresident alien and receives no earned income (within the meaning of Code § 911(d)(2)) from an Employer which constitutes income from sources within the United States (within the meaning of Code § 861(a)(3));

(d) any Leased Employee; and

(e) independent contractors who are reclassified as employees as a result of a judicial or administrative proceeding.

1.23 “Eligibility Service” means Service as counted for determining an Eligible Employee’s right to become a Participant in the Plan, as determined under the rules of Article 2.

1.24 “Employee” means any person who is a common-law employee or a Leased Employee of an Employer or Affiliated Employer.

1.25 “Employer” means the Company and any Affiliated Employer (as outlined in Appendix B of the Plan) that, with the consent of the Board, adopts this Plan for the benefit of its Eligible Employees. “Employer” when used in this Plan shall refer to such adopting entities either individually or collectively, as the context may require.

4

1.26 “Employer Account” means the account established for a Participant in accordance with Section 7.1 that reflects his share of a Fund attributable to Employer contributions, as adjusted from time to time pursuant to Section 7.2.

1.27 “Employer Matching Contribution” means the contributions made by the Employer to the Plan in accordance with Section 5.1.

1.28 “Employment Commencement Date” means the date on which an Employee is first credited with an Hour of Service.

1.29 “Entry Date” means the first day of the payroll period coincident with or immediately following January 1, April 1, July 1 and October 1 in every calendar year during which the Plan is in effect. Effective July 1, 2000, “Entry Date” means Employment Commencement Date for employees satisfying the eligibility requirements of Section 3.1(a).

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

1.31 “Fund” means any fund provided for in a trust arrangement or an insurance contract or a combination of both, which is held by a Funding Agent, to which contributions under the Plan will be made, and out of which Plan expenses are paid and benefits are provided to Participants (or otherwise provided for).

1.32 “Funding Agent” means a trustee or insurance company or any duly appointed successor or successors selected to hold a Fund.

1.33 “Highly Compensated Employee” means an Employee who performs service during the Determination Year and is described in one or more of the following groups in accordance with IRS regulations:

(a) An Employee who is a five percent (5%) owner as defined in Code § 416(i)(1)(8)(i), at any time during the Determination Year or the Look-back Year.

(b) An Employee who received 415 Compensation in excess of $80,000 during the Look-back Year and was in the Top-paid Group during the Look-back Year. The $80,000 limitation will be adjusted annually for increases in the cost of living in accordance with Code § 415(d). Effective as of January 1, 2014, the adjusted annual limitation is $115,000.

A former Employee shall be treated as a Highly Compensated Employee if such former Employee had a separation year prior to the Determination Year and (1) was a Highly Compensated Employee when he separated from service or (2) was a Highly Compensated Employee at any time after attaining age 55.

A “separation year” is the Determination Year in which the Employee separates from service. Notwithstanding anything to the contrary in this Plan, Code §§ 414(b), (c), (m), (n) and (o) are applied prior to determining whether an Employee is a Highly Compensated Employee.

5

For purposes of this Section 1.33:

(a) “415 Compensation” means compensation as defined in Code § 415 and the regulations thereunder.

(b) “Determination Year” means the Plan Year for which the determination of who is a Highly Compensated Employee is being made.

(c) “Look-back Year” means the twelve (12) month period preceding the Determination Year.

(d) “Top-paid Group” means the top twenty percent (20%) of Employees when rated on the basis of 415 Compensation paid during the year. The number of Employees in the group will be determined in accordance with Code § 414(q)(5).

1.34 “Hour of Service” means an Hour of Service calculated in accordance with the provisions of Article 2.

1.35 “Investment Fund” means a portion of a Fund that is separately invested, as described in Section 8.1.

1.36 “Leased Employee” means an individual (other than a common law employee of the Company or an Affiliated Employer) who, pursuant to an agreement between the Company or an Affiliated Employer and a leasing organization, has performed services for the Company or an Affiliated Employer on a substantially full-time basis for a period of at least one year, and the services are performed under the primary direction or control of the Company or Affiliated Employer. However, if the Internal Revenue Service has determined in a ruling issued before August 20, 1996, pursuant to Code § 414(n)(2)(C) that a particular relationship did not involve a Leased Employee under the requirement that an individual’s service be of a type historically performed by common law employees in the business field of the Company or an Affiliated Employer, the change in the law will not affect that prior determination. The Company or an Affiliated Employer shall treat contributions or benefits provided to the Leased Employee by the leasing organization as contributions or benefits provided by the Company or an Affiliated Employer to the extent attributable to services the Leased Employees performed for the Company or Affiliated Employer. Notwithstanding the preceding provisions of this paragraph, the Plan shall not treat an individual as a Leased Employee if:

(a) the Leased Employee is covered by a money purchase pension plan providing:

(1) a nonintegrated employer contribution rate of at least 10% of Compensation (including amounts that are excludable from the Leased Employee’s gross income under Code §§ 125, 402(e)(3), 402(h), or 403(b));

(2) immediate participation; and

(3) full and immediate vesting; and

(b) Leased Employees do not constitute more than twenty percent (20%) of the Company’s or Affiliated Employer’s Non-highly Compensated Employees.

6

1.37 “Limitation Year” means the twelve (12) month period ending on each December 31. The Limitation Year may only be changed by a Plan amendment. If the Plan is terminated mid-year, the Plan will be treated as if the Plan had been amended to change its Limitation Year.

1.38 “Loan Account” means the account established for a Participant in accordance with Section 7.1.

1.39 “Named Fiduciary” means a fiduciary designated as such under the provisions of Article 13.

1.40 “Non-highly Compensated Employee” means an Employee who is not a Highly Compensated Employee.

1.41 “Normal Retirement Age” means Participant’s attainment of age 65.

1.42 “One-Year Break in Service” means a Plan Year in which an Employee is not credited with any Hours of Service.

In the case of an Employee who is absent from work for any period by reason of:

(a) the pregnancy of the Employee;

(b) the birth of a child of the Employee;

(c) the placement of a child with the Employee in connection with the adoption of such child by the Employee; or

(d) the care of a child for a period beginning immediately following such birth or placement,

the Plan shall include, solely for purposes of determining whether the Employee has incurred a One-Year Break in Service, the Hours of Service which would normally have been credited to the Employee but for such absence, or in any case in which the Committee is unable to determine the Hours of Service which would normally have been credited to the Employee, eight (8) Hours of Service per day of absence, provided, however, that the total number of hours treated in this manner as Hours of Service shall not exceed 501 Hours of Service. The hours described in the preceding sentence shall be credited in the Plan Year in which the absence from work begins, only if it would prevent the Employee from incurring a One-Year Break in Service in such year. Otherwise, such Hours of Service shall be credited to the Employee in the immediately following Plan Year.

In the case of an Employee who is absent from work for any period beginning on or after August 5, 1993, because of a leave granted pursuant to the Family and Medical Leave Act of 1993, the Plan shall include, to the extent not otherwise credited to the Employee under the terms hereof and solely for purposes of determining whether the Employee has incurred a One-Year Break in Service, the Hours of Service which would normally have been credited to the Employee but for such absence. In any case in which the Committee is unable to determine the Hours of Service which would normally have been credited to the Employee, the Employee shall be credited with eight (8) Hours of Service for each day of absence.

7

1.43 “Participant” means any Eligible Employee who becomes a Participant pursuant to Section 3.3 or an Employee or former Employee for whom a Pretax Account, an After-tax Account, a Rollover Account and/or an Employer Account is maintained. For purposes of Sections 3.1, 4.1, 4.2, 5.1 and 5.2, the term “Participant” shall not include an Employee who is a Participant solely because a Rollover Account is being maintained on his behalf.

1.44 “Plan” means the Agrium U.S. Retail 401(k) Savings Plan as set forth in this document, as amended from time to time.

1.45 “Plan Earnings Limit” means in respect of a particular calendar year, the money purchase limit pursuant to the Income Tax Act (Canada) and the regulations thereunder, both as amended from time to time in respect of that calendar year, divided by 0.15. The Plan Earnings Limit is intended to be the same number as the Earnings Limit as that term is defined in the Agrium 2006 U.S. Supplemental Executive Retirement Plan. For purposes of determining the limit set forth in the first sentence of this definition, Canadian and U.S. dollars shall be treated as equivalent (regardless of the exchange rates in effect from time to time).

1.46 “Plan Sponsor” means the Agrium U.S. Inc. Effective before January 1, 2004, Plan Sponsor meant the Company.

1.47 “Plan Year” means each 12-month period beginning on January 1 and ending on December 31.

1.48 “Prior Plan” means any plan for which this Plan is a restatement.

1.49 “Pretax Account” means the account established for a Participant in accordance with Section 7.1 that reflects his share of a Fund attributable to his Pretax Contributions, as adjusted from time to time pursuant to Section 7.2.

1.50 “Pretax Contribution” means the contributions that an Employer makes to the Plan on behalf of a Participant in accordance with Section 4.1.

1.51 “Qualified Non-elective Contributions” means the additional contributions, if any, that an Employer may make to the Plan pursuant to Sections 6.2, 6.3, 6.4 and 6.5 to satisfy the nondiscrimination requirements on Pretax, After-tax and/or Employer Matching Contributions.

1.52 “Rollover Account” means the account established for a Participant in accordance with Section 7.1 that reflects his share of a Fund attributable to his Rollover Contributions, as adjusted from time to time pursuant to Section 7.2.

1.53 “Rollover Contribution” means a contribution made to this Plan of an eligible rollover distribution pursuant to Code § 402(c)(4) from a qualified plan described in Code § 401(a), an annuity plan described in Code § 403(a) or 403(b), an individual retirement account described in Code § 408(a), an individual retirement annuity described in Code § 408(b), or an eligible governmental plan described in Code § 457(b) and in accordance with Section 4.8.

1.54 “SERP Member” means a Participant who has satisfied the eligibility conditions for participation in the Agrium 2006 U.S. Supplemental Executive Retirement Plan and is a Highly Compensated Employee.

8

1.55 “Service” means an Employee’s period of employment with an Employer or an Affiliated Employer that is counted as “Service” in accordance with Article 2.

1.56 “Spouse” means the person to whom the Participant is legally married at the applicable time. “Surviving Spouse” means the Spouse who was the Participant’s Spouse on the Participant’s date of death.

1.57 “Termination” means the cessation of active employment with or severance of employment from all Employers and Affiliated Employers.

1.58 “Termination Date” means the first date on which an Employee ceases active employment with all Employers and Affiliated Employers.

1.59 “Trust” means any trust established under an agreement between the Plan Sponsor and a Trustee under which any portion of the Fund is held, and shall include any and all amendments to the trust agreement.

1.60 “Trustee” means any trustee holding any portion of the Fund under a trust agreement forming a part of the Plan.

1.61 “Valuation Date” shall mean each day the New York Stock Exchange is open.

1.62 “Vesting Service” means Service for determining a Participant’s non-forfeitable right to his Employer Account under Article 7, as determined under the rules of Article 2.

1.63 “Year of Eligibility Service” means a Year of Service as determined under the appropriate Computation Period for calculating Eligibility Service under the rules of Article 2.

1.64 “Year of Service” means a Computation Period during which the Employee is credited with 1,000 or more Hours of Service, under the rules of Article 2.

1.65 “Year of Vesting Service” means a Year of Service as determined under the rules of Article 2.

9

ARTICLE 2

SERVICE COUNTING RULES

2.1 Hours of Service — General Rule. An Employee shall be credited with an Hour of Service for:

(a) Each hour for which a person is directly or indirectly paid, or entitled to payment, by an Employer or Affiliated Employer for the performance of duties. These hours shall be credited to the Employee during the appropriate Computation Period in which the duties are performed;

(b) Each hour for which a person is directly or indirectly paid, or entitled to payment, by an Employer or Affiliated Employer for reasons other than for the performance of duties (such as vacation, holiday, illness, incapacity including disability, jury duty, military duty, leave of absence or layoff). These hours shall be credited to the Employee during the Computation Period in which the nonperformance of duties occurs, but the total credit for any single continuous period during which the Employee performs no duties (whether or not in a single Computation Period) shall not exceed 501 hours. The computation of non-work hours described in this subsection will be computed in accordance with the provisions of the Department of Labor Regulation § 2530.200b-2;

(c) Each hour for which back pay, irrespective of mitigation of damages, has been either awarded or agreed to by an Employer or Affiliated Employer. These hours will be credited to the Employee for the Plan Year to which the award or agreement pertains;

(d) Each hour for which the Employee is not paid or entitled to payment but during which the Employee is absent for a period of military service for which reemployment rights are protected by law, but only if the Employee returns to employment within the time required by law.

(e) Hours of Service shall be credited to an individual who became an Employee on a Transaction Date (as identified in Appendix C) for continuous employment through the Transaction Date with the applicable Business (as identified in Appendix C).

2.2 Eligibility Service. An Eligible Employee shall be credited with a Year of Eligibility Service if he has 1,000 or more (750 prior to December 31, 2000) Hours of Service during his initial Computation Period. Thereafter, an Eligible Employee shall be credited with a Year of Eligibility Service if he has 1,000 or more Hours of Service during a Computation Period. All Hours of Service will be taken into account for determining Eligibility Service, except:

(a) The Hours of Service described in Section 2.4 shall be disregarded.

(b) If an Eligible Employee incurs a Break in Service before becoming a Participant, Hours of Service credited prior to the Eligible Employee’s Break in Service shall not be counted.

If the Hours of Service credited to an Eligible Employee or Participant prior to his Break in Service are disregarded, such Eligible Employee or Participant will be treated as a new hire and Eligibility Service will be determined starting with the Computation Period that begins on his date of rehire.

10

2.3 Vesting Service.

Subject to Section 2.4, an Employee will be credited for the aggregate of all time periods commencing with the Employee’s Employment Commencement Date or date of reemployment after a Break in Service and ending on the date a Break in Service begins. An Employee shall also receive credit for any Period of Severance of less than 12 consecutive months. Fractional periods of a year shall be expressed in terms of days. Period of Severance shall mean a continuous period of time during which the Employee is not employed by the Employer. A Period of Severance begins on the date the Employee quits, retires, is discharged or dies, or if earlier, the 12-month anniversary of the date on which the Employee was otherwise first absent from service. In the case of an individual who is absent from service for maternity or paternity reasons, the 12-consecutive month period beginning on the first anniversary of the first date of such absence shall not constitute a Break in Service. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence (1) by reason of the pregnancy of the individual, (2) by reason of the birth of a child of the individual, (3) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (4) for purposes of caring for such child for a period beginning immediately following such birth or placement.

Effective prior to January 1, 1997, a Participant shall be credited with a Year of Vesting Service if he has 750 or more Hours of Service during a Plan Year. Vesting Service shall not include the Hours of Service described in Section 2.4.

2.4 Service — General Rule. For purposes of eligibility and vesting, Hours of Service and

Service shall not be credited in the following case:

(a) If a Participant who has never made any Pretax Contributions incurs a Break in Service before becoming vested in any portion of his Employer Account, Hours of Service and Service credited prior to such break shall not be counted if the number of consecutive Breaks in Service incurred exceeds the greater of five (5) or the number of Years of Service credited to him prior to his Break in Service.

2.5 Qualified Military Service. Notwithstanding any provision of this Plan to the contrary, with respect to Employees who are rehired by an Employer or Affiliated Employer on or after December 12, 1994, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Code § 414(u). In the case of a death or disability occurring on or after January 1, 2007, if a Participant dies while performing qualified military service (as defined in Code § 414(u)), the survivors of the Participant are entitled to any additional benefit (other than benefit accruals relating to the period of qualified military service) provided under the Plan as if the Participant had resumed and then immediately terminated employment on account of death. For years beginning after December 31, 2008 for purposes of Section 6.1 and as otherwise required by law, (i) an individual receiving a differential wage payment, as defined by Code § 3401(h)(2), shall be treated as an employee of the Employer making the payment, (ii) the differential wage payment shall be treated as Compensation, and (iii) the Plan shall not be treated as failing to meet the requirements of any provision described in Code § 414(u)(1)(C) by reason of any contribution or benefit which is based on the differential wage payment. For years beginning after December 31, 2010 for purposes of contributions under Article 4 and Article 5 as well as for purposes of Section 6.1 and as otherwise required by law, (i) an individual receiving a differential wage payment, as defined by Code § 3401(h)(2), shall be treated as an employee of the Employer making the payment, (ii) the

11

differential wage payment shall be treated as Compensation, and (iii) the Plan shall not be treated as failing to meet the requirements of any provision described in Code § 414(u)(1)(C) by reason of any contribution or benefit which is based on the differential wage payment.

2.6 Prior Service. For purposes of determining a Year of Eligibility Service and Years of Vesting, service with Miles Farm Supply, LLC shall be treated as service with the Employer for those Employees who become employed by the Employer in 2011.

2.7 Service For Participants Transferred from the Royster-Clark, Inc. Employee Savings and Investment Plan and Trust (the “RC Plan”). The RC Plan experienced a short plan year on December 31, 2004, for which RC Plan participants accrued an additional Year of Service in accordance with applicable law. On April 15, 2005, the RC Plan’s third party administrator erroneously awarded RC Plan participants a second Year of Service with respect to such short Plan Year. Notwithstanding any provision of the Plan to the contrary and in compliance with an agreement under the Internal Revenue Service’s voluntary compliance program, each Participant transferred from the RC Plan and listed in the attached Appendix A shall be credited with such additional Year of Service as of April 15, 2005.

12

ARTICLE 3

ELIGIBILITY

3.1 Eligibility. All Participants who were participating in this Plan on the Effective Date of this Restatement shall continue to participate. An Eligible Employee shall become a Participant as follows.

(a) An Eligible Employee who has been hired as a regular employee, and is scheduled to work at least 1,000 hours in the first 12 months of service, shall be eligible to become a Participant of the Plan as soon as practical upon date of hire or status change.

(b) An Eligible Employee who has been hired as a temporary Employee shall be eligible to become a Participant of the Plan on the Entry Date coincident with or next following completion of one Year of Eligibility Service.

3.2 Eligibility Upon Reemployment. Subject to Section 2.3, if a Participant or any other Employee who has incurred a Termination is rehired as an Eligible Employee, he shall begin or resume his status as an active Participant on the later of (a) the date of his rehire, or (b) the date described in Section 3.1.

3.3 Notification of Eligibility to Participate and Entry into Plan. The Committee shall notify each Eligible Employee of the eligibility requirements and benefits under the Plan prior to the first Entry Date as of which he may begin participation in the Plan. An Eligible Employee who has satisfied the eligibility requirements specified in this Article 3 may become a Participant by filing an election to have Pretax Contributions made on his behalf in accordance with Section 4.1. The Eligible Employee shall also be required to make investment elections pursuant to Section 8.2 and to designate a Beneficiary pursuant to Section 10.7. Such Eligible Employee’s participation shall become effective on the Entry Date coincident with or next following the date on which such Eligible Employee’s elections are properly filed with the Committee or as soon as practicable thereafter.

3.4 Transfers and Change in Status.

(a) An Employee of the Employer or an Affiliated Employer who, as a result of a change in status or transfer, meets the requirements for participation under Section 3.1 shall become a Participant as soon as practicable following such change in status or transfer or, if later, upon the date the Employee meets the requirements of Section 3.1.

(b) Each Employee who becomes a Participant and subsequently has a change in status or is transferred so that he does not meet all of the eligibility requirements of Section 3.1, shall be deemed to have become a suspended Participant under the Plan, but shall not be deemed to have a Termination Date as long as he continues to be in the employment of the Employer or an Affiliated Employer. The suspended Participant’s eligibility for distribution shall be made pursuant to Article 10. If a suspended Participant is transferred back to an employment status in which he is eligible to become a Participant of this Plan, he shall be eligible to recommence active participation in accordance with Section 3.4(a).

13

ARTICLE 4

PRETAX, AFTER-TAX, ROLLOVER AND TRANSFER CONTRIBUTIONS

4.1 Pretax Contributions.

(a) Subject to the provisions of Article 6 and Sections 4.1(b) and 9.3(b), a Participant may direct the Employer, in the manner prescribed by the Committee from time to time, to reduce his Compensation by any whole percentage from a minimum of 1% to a maximum of 75% and to contribute such amounts to the Plan on his behalf no later than the time prescribed by applicable law.

(b) No Participant shall be permitted to have Pretax Contributions made under this Plan, or any other qualified plan maintained by the Employer or an Affiliated Employer during the taxable year, in excess of the dollar limitation contained in Code § 402(g) ($17,500 for 2014) in effect for such taxable year, except to the extent permitted under Section 4.3 of the Plan. The Elective Deferral Limit shall be reduced by the amount of “elective deferrals” (as defined in Code § 402(g)(3)) made by a Participant during his taxable year under any plans or agreements maintained by an Employer or Affiliated Employer other than this Plan and, in the sole discretion of the Committee, any plans or agreements maintained by any other employer, if reported to the Committee at such time and in such manner as the Committee shall prescribe.

(c) If, on or before March 1 of any year, a Participant notifies the Committee, in writing, that all or a portion of the Pretax Contributions made on his behalf in the preceding taxable year is in excess of the Elective Deferral Limit for that year, the Committee shall make a reasonable effort to distribute the Pretax Contributions that exceed the limit by no later than the April 15 following such notification. If a Participant exceeds the Elective Deferral Limit in any taxable year, taking into account only Pretax Contributions and “elective deferrals” made to any other plans or agreements of an Employer or Affiliated Employer in that year, the Participant shall be deemed to have notified the Committee and the Pretax Contributions that exceed the limit shall be distributed to the Participant by the following April 15.

(d) Any Pretax Contributions that are distributed to a Participant pursuant to this Section 4.1 shall be adjusted for any income (gains or losses) attributable to such excess amount for the Plan Year in which the excess Pretax Contributions were made and for the period between the end of such Plan Year and the date of the distribution. Income for the Plan Year in which such Pretax Contributions were made to the Plan shall be determined under the alternative method set forth in Treas. Reg. § 1.402(g)-1(e)(5)(iii) and income for the period between the end of such Plan Year and the date of distribution shall be determined in accordance with the safe harbor method set forth in Treas. Reg. § 1.402(g)-1(e)(5)(iv). Any amount distributed under this Section 4.1 shall be included in the Participant’s Deferral Percentage unless such Participant is a Non-highly Compensated Employee and such excess arose solely because of excess Pretax Contributions made to this Plan and any other plans of an Employer or Affiliated Employer. With respect to Pretax Contributions that are excess deferrals (as defined in Code § 402(g)) made in Plan Years after 2007, “gap period” (the period between the end of the Plan Year and the date of distribution) income will not be distributed.

14

(e) Any Employer Matching Contributions attributable to Pretax Contributions that exceed the Elective Deferral Limit adjusted for any income (gains or losses), determined as described in subsection (d) above, shall be immediately forfeited and shall be used to reduce future Employer Contributions under Section 5.1.

(f) Any distribution of Pretax Contributions that exceeds the Elective Deferral Limit (adjusted for any allocable income (gains or losses)) shall be made (pro rata if applicable) from the Investment Funds in which such excess contributions were invested.

4.2 After-tax Contributions. Effective after September 30, 1995, after-tax contributions are not permitted under this Plan.

4.3 Catch-up Contributions. Each Participant who is eligible to make Pretax Contributions under this Plan and who has attained age 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 § 414(v). Participants who have attained at least age 50 by the last day of the Plan Year may make Catch-up Contributions in excess of certain PreTax Contributions limitations by reducing Compensation in any whole percentage from a minimum of 1% to a maximum of 75%, subject to the Catch-up Contribution limitations set forth in Code §414(v) and other requirements set forth in the Code. In addition, such Catch-up Contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Code §§ 402(g) and 415. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code §§ 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of the making of such Catch-up Contributions. Catch-up Contributions are treated as Pretax Contributions for purposes of the “true-up” allocations of Safe Harbor Matching Contributions and Employer Additional Matching Contributions described in the second paragraph of Sections 5.1(a) and 5.2(a), respectively to the extent necessary to ensure that Participants receive up to the maximum Safe Harbor Matching Contributions and Employer Additional Matching Contributions based on the aggregate of Pretax Contributions and Catch-up Contributions.

4.4 Change of Contribution Level. A Participant may, in a manner prescribed by the Committee, direct the Employer to change the rate of Pretax Contributions made on his behalf. Changes may be made at any time during the Plan Year and shall become effective as of the pay period coincident with or next following the date the appropriate instructions are properly conveyed to the Committee, or as soon as practicable thereafter.

4.5 Suspension of Contributions.

(a) Voluntary Suspension. A Participant may, in a manner prescribed by the Committee, direct the Employer to suspend the Pretax Contributions made on his behalf. A Participant may elect to suspend contributions at any time during the Plan Year and such suspension shall become effective as of the pay period coincident with or next following the date the appropriate instructions are properly conveyed to the Committee, or as soon as practicable thereafter.

15

A Participant who has suspended his Pretax Contributions may resume such contributions by conveying the appropriate instructions to the Committee. Resumption of contributions shall commence as of the pay period coincident with or next following the date the appropriate instructions are properly conveyed to the Committee, or as soon as practicable thereafter.

(b) Suspension on Transfer to Ineligible Employment. If a Participant ceases to be an Eligible Employee but continues in the employ of any Employer or Affiliated Employer, Pretax Contributions made on his behalf shall be immediately suspended. No contributions shall be made for a Participant with respect to the period of such suspension. If the Participant again becomes an Eligible Employee, he may resume his Pretax Contributions by conveying the appropriate instructions to the Committee. Resumption of contributions shall commence as of the payroll period coincident with or next following the date the appropriate instructions are properly conveyed to the Committee, or as soon as practicable thereafter.

4.6 Manner of Contributions. All Pretax Contributions shall be in the form of Employee-authorized payroll deductions. Such deductions shall be made in each payroll period, subject to the change and suspension of contribution provisions of Sections 4.4 and 4.5.

4.7 Remittance and Allocation of Pretax Contributions. Pretax Contributions shall be remitted to the Funding Agent by the Employer as soon as practicable, but in no event later than the time permitted by law. Pretax Contributions shall be allocated to each Participant’s Pretax Account as of the Valuation Date coincident with or next following the end of the payroll period during which such contributions are made.

4.8 Rollover Contributions. An Eligible Employee, subject to such uniform and nondiscriminatory terms and conditions as may be established from time to time by the Committee, may request that the Committee authorize the Funding Agent to accept a Rollover Contribution. A Rollover Contribution shall be accepted provided the following conditions are met:

(a) The Rollover Contribution to this Plan is in cash or is an in-kind transfer of an outstanding plan loan or other plan assets in connection with an Employer transaction;

(b) The Rollover Contribution does not include any employee contributions;

(c) The Eligible Employee provides a written statement that the Rollover Contribution is being made to this Plan by direct trustee-to-trustee transfer (as described in Code § 401(a)(31)) or within sixty (60) days of his receipt of the distribution, and that the proposed Rollover Contribution, to the best of his knowledge, meets all of the Code requirements for rollover treatment.

The amount of the Rollover Contribution shall be held in the Participant’s Rollover Account. Such Account shall be invested in accordance with Article 8 and shall be adjusted for investment gains and losses in accordance with Section 7.2.

16

4.9 Participant Transfer Contributions. The Plan may accept, on behalf of an Employee who has a change in status or who transfers his employment to the Employer from an Affiliated Employer that has not adopted the Plan and satisfies the eligibility provisions of Section 3.1, a direct transfer of assets from a Transferor Plan representing an After-tax Account, Employer Account, Loan Account, Pretax Account, Rollover Account and Catch-up Account. The Plan will not accept assets from a Transferor Plan which represent amounts representing “qualified voluntary employee contributions” within the meaning of Code § 219(e). The transferred amounts shall be placed in the equivalent accounts in this Plan or into separate record keeping accounts as determined by the Committee and shall be subject to any special provisions described in Article 18. All direct transfers made under this Section 4.9 shall be made in kind, to the extent feasible. All transfers under this Section 4.9 are subject to the approval of the Committee.

For purposes of this Section 4.9, Transferor Plan means the Code § 401(k) plan of the Company or an Affiliated Employer that is incorporated in the United States which, on behalf of an Employee who has transferred his employment to the Employer from an Affiliated Employer that has not adopted the Plan, or who has had a change of status such that the Employee becomes eligible for the Plan, has authorized the trustee of the Transferor Plan to directly transfer assets to the Fund.

17

ARTICLE 5

EMPLOYER CONTRIBUTIONS

5.1 Safe Harbor Matching Contribution.

(a) Amount. For each pay period, the Company shall make a Safe Harbor Matching Contribution for the benefit of each Participant on whose behalf it made a Pretax Contribution for the pay period. The amount of the Safe Harbor Matching Contribution for the pay period shall be equal to 100% of the Pretax Contribution made for the Participant for the pay period up to a maximum Safe Harbor Matching Contribution of 4% of the Participant’s Compensation (as defined in Section 1.15) for the pay period. Contributions made under this Section 5.1(a) are intended to satisfy the design-based safe harbor provisions of Code §§ 401(k)(12)(B) and 401(m)(11). All Safe Harbor Matching Contributions under this section shall be fully and immediately vested under Section 10.3 and shall be subject to the restrictions on distribution in Code § 401(k)(2)(B) prior to Termination. Safe Harbor Matching Contributions made with respect to Pretax Contributions made in any calendar year shall be deposited with the Trustee or Funding Agent no later than the last day of the following calendar quarter. Safe Harbor Matching Contributions shall be allocated to Safe Harbor Matching Contributions subaccount in the Participant’s Employer Account.

As of the last day of each Plan Year (or such other period as the Committee determines to be administratively feasible), the Company may make an additional “true-up” Safe Harbor Matching Contribution for each Participant whose aggregate Safe Harbor Matching Contribution allocation for the Plan Year is less than the amount the Participant would otherwise have received as Safe Harbor Matching Contributions had the Participant’s Pretax Contributions been made in substantially the same amount throughout the Plan Year. The amount of such true-up contribution shall be the difference between the amount of Safe Harbor Matching Contributions allocated to the Safe Harbor Matching Contributions Subaccount in the Participant’s Employer Account for such Plan Year and the amount that would have been allocated for such Plan Year (4% maximum) if the Participant’s Pretax Contributions had been made in substantially the same amount over the entire Plan Year.

(b) Annual Notice to Eligible Employees. At least 30 days, but not more than 90 days, prior to the beginning of each Plan Year, the Committee shall provide each Eligible Employee who has satisfied the eligibility requirements of Article 3 with notice in writing, or through an electronic medium reasonably accessible to the Eligible Employee, describing the Matching Contribution formulas in Section 5.1(a) above and 5.2 below, any other contributions under the Plan, the conditions under which such contributions are made, the type and amount of Compensation that may be deferred under the Plan, the procedures for making compensation reduction authorizations, the administrative and timing requirements that apply, and the withdrawal and vesting provisions applicable to contributions under the Plan. During the 90-day period ending with the day an individual becomes an Eligible Employee, the same notice shall also be provided to that individual.

18

(c) SERP Members. The Compensation used to determine the Safe Harbor Matching Contribution for a Participant who is a SERP Member shall be limited in any calendar year to an amount equal to the Plan Earnings Limit.

5.2 Employer Additional Matching Contributions. The Employer may, in its sole discretion, make an Additional Matching Contribution with respect to the Pretax Contributions made on behalf of a Participant during the Plan Year. For purposes of this Section 5.2, a Participant’s Pretax Contributions that are greater than 4% of Compensation shall not be eligible for Additional Matching Contributions. The Plan is intended to satisfy the design-based safe harbor provisions of Code § 401(m)(11). Additional Matching Contributions made with respect to Pretax Contributions made in any calendar year shall be deposited with the Trustee or Funding Agent no later than the last day of the following calendar quarter.

As of the last day of each Plan Year (or such other period as the Committee determines to be administratively feasible), the Employer may make an additional “true-up” Additional Matching Contribution to the Employer Account of each Participant whose aggregate Additional Matching Contribution allocation for the Plan Year is less than the amount the Participant would otherwise have received as Additional Matching Contributions had the Participant’s Pretax Contributions been made in substantially the same amount throughout the Plan Year. The amount of such true-up contribution shall be the difference between the amount of Additional Matching Contributions allocated to the Participant’s Employer Account for such Plan Year and the amount that would have been allocated for such Plan Year if the Participant’s Pretax Contributions (subject to the 4% limit described in the preceding paragraph) had been made in substantially the same amount over the entire Plan Year.

The Compensation used to determine the Additional Matching Contribution made on behalf of a Participant who is a SERP Member shall be limited in any calendar year to an amount equal to the Plan Earnings Limit.

Notwithstanding anything in the Plan or any amendment to the Plan to the contrary, if the Company, in its sole discretion, determines to make a matching contribution for a Plan Year, only elective deferrals that do not exceed the limits imposed by Code §§ 401(a)(30) and 402(g) and the employer-provided limit set forth in the Plan shall be matched.

5.3 Employer Contributions. The Employer shall make any contributions required by Section 10.5.

5.4 Remittance and Allocation of Employer Contributions. Safe Harbor Matching Contributions shall be made each payroll period. The Additional Matching Contribution, if any, shall be made after the end of the Plan Year when the amount has been determined pursuant to Section 5.2. Employer Additional Matching Contributions shall be made after the end of the Plan Year when the amount has been determined pursuant to Section 5.2. Employer contributions described in Section 5.3 shall be made at the times required or permitted by Sections 6.2, 6.3, 6.4 and 10.5 as applicable. Employer contributions shall be transmitted to the Trustee or Funding Agent as soon as practicable, but not later than the time required by law, and shall be allocated as of the next Valuation Date to the Safe Harbor Matching Contributions subaccount and Additional Matching Contributions subaccount, respectively, in each Participant’s Employer Account.

19

5.5 Forfeitures of Employer Contributions. Any amounts forfeited by Participants in accordance with Section 10.5 or any forfeitable excess amounts resulting from the limitations described in Sections 6.1, 6.3, and 6.4 shall be used by the Employer to reduce Employer contributions, if any, made pursuant to Section 5.2, unless sooner applied to pay reasonable Plan administrative expenses.

20

ARTICLE 6

NONDISCRIMINATION REQUIREMENTS AND MAXIMUM ANNUAL ADDITIONS

6.1 Section 415 Limits on Allocations.

(a) Code § 415 Incorporated by Reference. Code § 415, and regulations issued thereunder, are incorporated by reference into the Plan, with the definition of Compensation set forth in Section 6.1(c), and, notwithstanding anything herein, shall override any Plan provision to the contrary. Contributions (other than Catch-up Contributions and rollover contributions) and other amounts constituting annual additions as determined under Code § 415, and regulations issued thereunder (collectively, “Annual Additions”) are limited to the extent required by Code § 415 and the regulations issued thereunder.

(b) Maximum Annual Addition. The Annual Additions for a Participant with respect to any Limitation Year shall not exceed the lesser of:

(1) $52,000, as adjusted for increases in the cost of living under Code § 415(d); or

(2) 100% of the compensation paid or made available to the Participant in such year; ; provided that this compensation limitation shall not apply to (i) any contribution for medical benefits after separation from service (within the meaning of Code §§ 401(h) and 419A(f)(2)) that is otherwise treated as an Annual Addition or (ii) any amount otherwise treated as an Annual Addition under Code § 415(l)(1).

If there is a short Limitation Year because of a change in Limitation Year, the Committee will multiply the $40,000 limitation (or larger limitation) by a fraction, the numerator of which is the number of months in the short Limitation Year and the denominator of which is 12.

(c) Compensation. Compensation, for purposes of this Section 6.1 (except where specifically provided otherwise), means wages for federal income tax withholding purposes, as defined in Code § 3401(a), plus all other payments to an Employee in the course of the Employer’s or Affiliated Employer’s trade or business, for which the Employer of Affiliated Employer must furnish the Employee a written statement under Code §§ 6041, 6051, and 6052, but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or services performed (such as the exception for agricultural labor in Code § 3401(a)(2)). Compensation includes amounts that would be included in wages but for an election under Code § 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b). Compensation also includes Code § 125 deemed compensation described in Section 1.15(c), differential wage payment defined by Code § 3401(h)(2), and post severance regular pay described in Treas. Reg. §§ 1.415(c)-2(e)(3)(i) and (ii). Compensation excludes (i) amounts paid or reimbursed by the Employer or Affiliated Employer for moving expenses incurred by an Employee but only to the extent that, at the time of payment, it is reasonable to believe that these amounts are deductible by the Employee under Code § 217 and (ii) amounts in excess of Code § 401(a)(17). The Plan does not consider any Compensation paid for a period after the payroll cycle (which payroll cycle in no event shall end later than the later of 2 ¹⁄₂ months after severance from employment or the end of the Limitation Year that includes the date of such severance from employment) that includes the Participant ceasing to be an Eligible Employee. Compensation does not include severance payments regardless of when paid.

21

(d) Other Defined Contribution Plans. If the Employer or any other employer required to be aggregated under Code § 414(b) or 414(c) (as modified by Code § 415(h)) maintains any other qualified defined contribution plan for its Employees, some or all of whom are Participants of the Plan, then to the extent necessary, any such Participant’s Annual Additions shall first be reduced under such other plan and then shall be reduced under the Plan, if such reductions are required for purposes of reducing allocations on a combined basis, to the limits of this Section 6.1.

6.2 Nondiscrimination Requirements for Pretax Contributions.

(a) If the Plan is amended during a Plan Year to reduce or suspend Employer Safe Harbor Matching Contributions on future elective contributions in accordance with Treas. Reg. § 1.401(k)-3(g), then for such Plan Year and any future Plan Year in which the Plan does not satisfy the design-based safe harbor requirements of Code § 401(k)(12)(B), the amount of Pretax Contributions must satisfy either subsection (1) or (2) below.

(1) The Average Deferral Percentage for Highly Compensated Employees may not exceed one and twenty-five one-hundredths (1.25) times the Average Deferral Percentage for Non-highly Compensated Employees.

(2) The Average Deferral Percentage for Highly Compensated Employees:

(i) May not exceed two (2) times the Average Deferral Percentage for Non-highly Compensated Employees, and

(ii) May not exceed the Average Deferral Percentage for Non-highly Compensated Employees by more than two (2) percentage points.

The Committee may exclude Non-highly Compensated Employees who have not attained age 21 and do not have at least one Year of Service from the calculation of the Average Deferral Percentage for Non-highly Compensated Employees. This special testing rule may only be used in any Plan Year in which the Plan separately satisfies Code § 410(b)(1) with respect to the group of Participants who have not attained age 21 or do not have at least one Year of Service.

(b) The Committee shall monitor the Plan throughout the Plan Year and may decrease or suspend the Pretax Contributions made by Highly Compensated Employees or any group of Highly Compensated Employees that would cause the Plan to fail the nondiscrimination requirements of this Section. Any such decrease or suspension shall also be effective for purposes of determining Employer Matching Contributions made pursuant to Section 5.1.

(c) If for any Plan Year it is determined that the nondiscrimination requirements described in subsection (a) above are not satisfied:

22

(1) Certain Highly Compensated Employees shall have the Pretax Contributions made on their behalf reduced retroactively in accordance with the leveling method described in Section 6.4.

(2) At the Committee’s sole discretion, a Highly Compensated Employee who has had the Pretax Contributions made on his behalf reduced under subsection (1) above shall have all or a portion of the amount of such reduction (adjusted for any income (gains or losses), attributable to such amount) paid in cash to the Highly Compensated Employee. Payment shall be made within two and one-half (2 ¹⁄₂) months following the last day of the Plan Year for which the reduction was necessary, if practicable, but in no event later than the last day of the Plan Year following such Plan Year. For any Plan Year, the amount of excess Pretax Contributions attributable to any Participant in a Plan Year shall be reduced by the amount of Pretax Contributions distributed to such Participant in accordance with Section 4.1 for that Plan Year.

(3) Income allocable to excess Pretax Contributions for the Plan Year in which they were made shall be determined under the alternative method set forth in Treas. Reg. § 1.401(k)-2(b)(2)(iv)(C) and for Plan Years commencing after December 31, 2005 and prior to January 1, 2008, only, allocable income shall also include income for the period between the end of such Plan Year and the date of the distribution (the “gap period”) determined in accordance with the safe harbor method set forth in Treas. Reg. § 1.401(k)-2(b)(2)(iv)(E).

(4) Any Employer Matching Contributions and any Employer Additional Matching Contributions attributable to excess Pretax Contributions (adjusted for any income (gains or losses), determined using the method described in subsection (3) above) shall be forfeited immediately and shall be used to reduce future Employer Contributions under Sections 5.1, 5.2 and 5.3.

(5) Any distribution of excess Pretax Contributions, adjusted for any allocable income (gains or losses), shall be made (pro rata if applicable) from the Investment Funds in which such excess contributions were invested.

(d) Notwithstanding the foregoing, the Employer may, in its sole discretion, make Qualified Non-elective Contributions on behalf of Eligible Employees who are Non-highly Compensated Employees in an amount sufficient to satisfy the nondiscrimination requirements of this Section 6.2. Such contributions shall be allocated based on the ratio by which each such Eligible Employee’s Compensation bears to the total Compensation of all such Eligible Employees for the Plan Year. Any Qualified Non-elective Contributions made to the Plan shall be fully vested at all times and, except as otherwise provided in Article 9, shall be treated as Pretax Contributions for purposes of determining whether they may be distributed from the Plan.

23

6.3 Nondiscrimination Requirements for Employer Matching Contributions and Employer Additional Matching Contributions.

(a) If the Plan is amended during a Plan Year to reduce or suspend Employer Safe Harbor Matching Contributions on future elective contributions in accordance with Treas. Reg. § 1.401(m)-3(h), then for such Plan Year and any future Plan Year in which the Plan does not satisfy the safe harbor requirements of Code §§ 401(k)(12)(B) and 401(m)(11), the amount of Employer Safe Harbor Matching Contributions and/or Employer Additional Matching Contributions must satisfy either subsection (1) or (2) below.

(1) The Average Contribution Percentage for Highly Compensated Employees may not exceed one and twenty-five one-hundredths (1.25) times the Average Contribution Percentage for Non-highly Compensated Employees.

(2) The Average Contribution Percentage for Highly Compensated Employees:

(i) may not exceed two (2) times the Average Contribution Percentage for Non-highly Compensated Employees, and

(ii) may not exceed the Average Contribution Percentage for Non-highly Compensated Employees by more than two (2) percentage points.

The Committee may exclude Non-highly Compensated Employees who have not attained age 21 and do not have at least one Year of Service from the calculation of the Average Contribution Percentage for Non-highly Compensated Employees. This special testing rule may only be used in any Plan Year in which the Plan separately satisfies Code § 410(b)(1) with respect to the group of Participants who have not attained age 21 or do not have at least one Year of Service.

(b) If for any Plan Year it is determined that the nondiscrimination requirements described in subsection (a) above are not satisfied:

(1) Certain Highly Compensated Employees shall have the total of their Employer Matching Contributions and Employer Additional Matching Contributions reduced retroactively in accordance with the leveling method described in Section 6.4.

(2) A Highly Compensated Employee who has had the total of his Employer Matching Contributions and Employer Additional Matching Contributions reduced in accordance with this subsection (b) shall have the amount of such reduction taken from the Highly Compensated Employee’s Employer Matching Contributions for the Plan Year.

(3) Non-forfeitable Employer Matching Contributions reduced in accordance with this subsection (b) (adjusted for any income (gains or losses) attributable to such amount) shall be paid in cash to the Highly Compensated Employee. Payment shall be made within two and one-half (2 ¹⁄₂) months following the last day of the Plan Year for which the reduction was necessary, if practicable, but in no event later than the last day of the Plan Year following such Plan Year.

24

(4) Forfeitable Employer Matching Contributions reduced in accordance with this subsection (b) (adjusted for any income (gains or losses) attributable to such amount) shall be forfeited immediately and shall be used to reduce future Employer contributions under Sections 5.1, 5.2 and 5.3.

(5) Income allocable to excess Employer Matching Contributions for the Plan Year in which they were made shall be determined under the alternative method set forth in Treas. Reg. § 1.401(m)- 2(b)(2)(iv)(C) and for Plan Years commencing after December 31, 2005 and prior to January 1, 2008, only, allocable income shall also include income for the period between the end of such Plan Year and the date of the distribution (the “gap period”) determined in accordance with the safe harbor method set forth in Treas. Reg. § 1.401(m)- 2(b)(2)(iv)(E).

(6) Any distribution of excess Employer Matching Contributions, adjusted for any allocable income (gains or losses), shall be made (pro rata if applicable) from the Investment Funds in which such excess contributions were invested.

(c) Notwithstanding the foregoing, the Employer may, in its sole discretion, make Qualified Non-elective Contributions on behalf of Eligible Employees who are Non-highly Compensated Employees in an amount sufficient to satisfy the nondiscrimination requirements of this Section 6.3. Any Qualified Non-elective Contributions made to the Plan shall be fully vested at all times and, except as otherwise provided in Article 9, shall be treated as Pretax Contributions for purposes of determining whether they may be distributed from the Plan.

6.4 Leveling Method.

(a) Average Deferral Percentage Test Failure. If the nondiscrimination requirements of Section 6.2(a) are not met, the amount of Excess Contributions to be distributed from a Highly Compensated Employee’s account is determined as follows: Excess Contributions are allocated to the Highly Compensated Employees with the largest amounts of Pretax Contributions taken into account in calculating the Average Deferral Percentage test for the year in which the excess arose, beginning with the Highly Compensated Employee with the largest amount of such Pretax Contributions and continuing in descending order until all the Excess Contributions have been allocated. To the extent a Highly Compensated Employee has not reached his Catch-up Contribution limit under the Plan, Excess Contributions allocated to such Highly Compensated Employee are Catch-up Contributions and will not be treated as Excess Contributions. Excess Contributions shall be treated as annual additions under the Plan even if distributed. Excess contributions, plus or minus any Income allocable to excess contributions, shall be distributed no later than the 12 months after a Plan Year to Participants whose Accounts received an allocation of excess contributions for the Plan Year, except to the extent such excess contributions are classified as catch-up contributions. If such excess contributions are distributed more than 2-1/2 months after the last day of the Plan Year to which the excess contributions relate, a 10% excise tax will be imposed on the Company with respect to such amounts.

25

Excess Contributions mean, with respect to any Plan Year, the excess of (i) the aggregate amount of Pretax Contributions actually taken into account in computing the Average Deferral Percentage of Highly Compensated Employees for such Plan Year, over (ii) the maximum amount of such contributions permitted by the Average Deferral Percentage test (determined by hypothetically reducing contributions made on behalf of Highly Compensated Employees in order of the Average Deferral Percentages, beginning with the highest of such percentages).

(b) Average Contribution Percentage Test Failure. If the nondiscrimination requirements of Section 6.3(a) are not met, the amount of Excess Aggregate Contributions to be distributed (or forfeited to the extent forfeitable) from a Highly Compensated Employee’s account is determined as follows: Excess Aggregate Contributions are allocated to the Highly Compensated Employees with the largest Contribution Percentage amounts taken into account in calculating the Average Contribution Percentage test for the year in which the excess arose, beginning with the Highly Compensated Employee with the largest amount of such Contribution Percentage amounts and continuing in descending order until all the Excess Aggregate Contributions have been allocated. Excess Contributions shall be treated as Annual Additions under the Plan even if distributed.

Excess Aggregate Contributions mean, with respect to any Plan Year, the excess of (1) the aggregate amount of Contribution Percentage amounts taken into account in computing the numerator of the Contribution Percentage on behalf of Highly Compensated Employees for such Plan Year, over (2) the maximum Contribution Percentage amounts permitted by the Average Contribution Percentage test (determined by hypothetically reducing contributions made on behalf of Highly Compensated Employees in order of their Contribution Percentages, beginning with the highest of such percentages).

6.5 Aggregation of Plans. In the event this Plan is aggregated with any other plan maintained by an Employer or Affiliated Employer and treated as a single plan for purposes of Code §§ 401(a)(4) and 410(b) (other than § 410(b)(2)(A)(ii)), all Pretax Contributions, Employer Matching Contributions, Employer Basic Contributions and Employer Additional Matching Contributions made under such plans shall be treated as made under a single plan, and if two or more of such plans are permissively aggregated for purposes of Code §§ 401(k) and 401 (m), such plans shall be treated as a single plan for purposes of satisfying Code §§ 401(a)(4) and 410(b).

Plans may be aggregated in order to satisfy the ADP test only if they have the same plan year and use the same ADP testing method. Even if not aggregated for purposes of Code § 401(a)(4) or 410(b), the deferral percentage of any Participant who is a Highly Compensated Employee and eligible to have elective contributions allocated to his account pursuant to two or more plans or arrangements described in Code § 401(k) and maintained by the Employer shall be determined as if all such contributions were made pursuant to a single arrangement.

6.6 Disaggregation of Plan. Notwithstanding anything contained in the Plan to the contrary, in the event the mandatory disaggregation rules of Treas. Reg. § 1.401(k)-1(b)(4)(v) and/or 1.401(m)- 1(b)(4)(iv) require that this Plan be treated as two (2) or more separate plans, the provisions of the Plan shall be applied separately with respect to each deemed separate plan, as required by law.

26

In the case of a deemed separate plan that covers Eligible Employees employed within a classification with respect to which retirement benefits have been the subject of collective bargaining, the provisions of Sections 6.2 shall apply to such deemed separate plan and the provisions of Section 6.3 shall be deemed satisfied by such deemed separate plan.

27

ARTICLE 7

PARTICIPANT ACCOUNTS

7.1 Participant Accounts. The Committee shall establish the following accounts for each Participant, as appropriate:

(a) Pretax Account. The value of Pretax Contributions made on behalf of each Participant shall be accounted for in his Pretax Account.

(b) After-tax Account. The value of each Participant’s After-tax Contributions shall be accounted for in his After-tax Account. A Participant’s After-tax Contributions made before January 1, 1987, and After-tax Contributions made after December 31, 1986, shall be separately accounted for in subaccounts established for such contributions within the Participant’s After-tax Account.

(c) Rollover Account. The value of a Participant’s Rollover Contributions shall be accounted for in his Rollover Account.

(d) Employer Account. The value of Employer Matching Contributions, Employer Safe Harbor Matching Contributions, Employer Basic Contributions, and Employer Additional Matching Contributions made on behalf of each Participant shall be accounted for in his Employer Account. The value of the following contributions shall be accounted for in a separate subaccount established within the Employer Account for each type of contribution

(1) Qualified Non-Elective, Contributions made pursuant to sections 6.2 and 6.3; and

(2) Employer Safe Harbor Matching Contributions made for periods on and after January 1, 2005.

(e) Loan Account. If a Participant takes a loan from the Plan pursuant to Section 9.5, the promissory note shall be accounted for in his Loan Account.

(f) Catch-up Account. This account shall be credited with the Participant’s Catch-up Contributions. The Catch-up Account shall be fully vested and non-forfeitable at all times.

The maintenance of such Accounts is for accounting purposes only and segregation of the Fund’s assets shall not be required. Contributions shall be allocated to Participants’ Accounts in accordance with the provisions of Sections 4.7 and 5.4, as applicable.

7.2 Allocations to Accounts. As of each Valuation Date, the Funding Agent shall determine the fair market value of the Fund and the Committee shall determine the fair market value of each Participant Account. The Account balances of each Participant shall be adjusted on a reasonable and consistent basis to reflect the following events since the preceding Valuation Date:

(a) Forfeitures and distributions from his Accounts;

(b) Investment elections and his pro rata share of gains/losses and expenses of the investment funds in which his Account balances are invested;

28

(c) His Pretax, Rollover and Catch-up Contributions, if any;

(d) Any allocations of Employer contributions made pursuant to Sections 5.1, 5.2 and 5.3; and

(e) Other credits and charges properly allocable.

The Funding Agent shall value the Fund pursuant to the terms of the Trust agreement. In determining the value of each Participant’s Account, the Committee shall exercise its best judgment. All determinations of value by the Funding Agent and the Committee shall be binding upon all Participants and their Beneficiaries. All allocations shall be deemed to have been made as of the Valuation Date, regardless of when allocations are actually made.

The Committee shall also have the right to authorize the Funding Agent to determine the fair market value of the Fund on a date other than a Valuation Date when it deems it necessary to preserve the assets of the Plan.

7.3 Separate Contracts Maintained. The Plan shall maintain as a separate contract the Participant’s subaccount for After-tax Contributions made before January 1, 1987, and earnings thereon, Pretax Account and Employer Account. Any withdrawal or distribution hereunder shall be charged against the separate contracts in the following order:

(a) From the contract containing the Participant’s subaccount for his After-tax Contributions made before January 1, 1987, up to the amount of such contributions, and

(b) From the contract containing the Participant’s Pretax Account, Employer Account, Rollover Account and Catch-up Account and the contract containing the subaccount for After-tax Contributions made before 1987.

29

ARTICLE 8

INVESTMENT OF CONTRIBUTIONS

8.1 Investment Funds. The agreement entered into between the Company and the Funding Agent pursuant to Section 14.1 to invest and retain the assets of the Plan shall provide at least four (4) investment fund options in which Participants can invest their Pretax Contributions, After-tax Contributions, Employer Matching Contributions, Employer Safe Harbor Matching Contributions, Employer Basic Contributions, Employer Additional Matching Contributions, Qualified Non-elective Contributions, Rollover Contributions and Catch-up Contributions. Those funds shall be selected by the Committee, including an Employer Common Stock Fund — a fund invested in the common stock of the Employer. Effective for contributions on and after September 1, 2009, no Employer Matching Contributions, Employer Safe Harbor Matching Contributions, Employer Basic Contributions, Employer Additional Matching Contributions or Qualified Non-elective Contributions can be invested in an Employer Common Stock Fund.

Pending investment and disbursement, the Fund may be invested in investments of a short-term nature.

8.2 Election of Investment Fund for Contributions. A Participant shall direct, at the time he becomes a Participant in the Plan or on forms and in the manner prescribed by the Committee, the investment funds described in Section 8.1 in which his Pretax Contributions, After-tax Contributions, Employer Matching Contributions, Employer Safe Harbor Matching Contributions, Employer Basic Contributions, Employer Additional Matching Contributions, Rollover Contributions and Catch-up Contributions are to be invested. Each Participant may direct that his Participant Contributions be invested in one or more Funds except that effective for contributions on and after September 1, 2009, no Employer Matching Contributions, Employer Safe Harbor Matching Contributions, Employer Basic Contributions, Employer Additional Matching Contributions or Qualified Non-elective Contributions can be invested in an Employer Common Stock Fund. Qualified Non-elective Contributions shall be invested in the same manner as the Participant’s Employer Matching Contributions are directed to be invested. If the Participant elects to have his deposits invested in more than one Fund, the investment in each Fund must be an even multiple of 1% of the total Participant’s contributions. In the event that no investment direction is given by the Participant, then the entire amount shall be invested in the fund designated by the Committee as the default investment option.

8.3 Change in Election of Investment Fund for Future Contributions. Subject to the limitations of Section 8.2, any investment election directed by the Participant shall continue in effect until changed by the Participant. A Participant may change the type of investment election to be applicable to his future contributions. Any change in investment election will be determined in accordance with procedures for implementing such change to be determined by the Committee. Any such procedure will be applied uniformly to all Participants.

8.4 Change in Election of Investment Fund for Past Contributions. Subject to any limitations imposed by the Funding Agent and/or the Committee, a Participant may in the manner prescribed by the Committee, transfer all or a portion of the value of his Accounts from one investment fund to another fund. Transfers may be made at any time during the Plan Year and shall become effective on the business day following the date that instructions are properly conveyed to the Committee, or as

30

soon as practicable thereafter. The Plan does not impose restrictions or conditions on the Participant’s ability to direct divestment of the Participant’s interest in the Employer Common Stock Fund and reinvestment in other Plan investment funds other than restrictions or conditions imposed by reason of the application of securities laws or as otherwise permitted under Treas. Reg. § 1.401(a)(35)-1 or other applicable guidance.

31

ARTICLE 9

WITHDRAWALS AND LOANS

9.1 Withdrawals and Loans — In General.

(a) Except as otherwise provided in this Article 9, no portion of a Participant’s Accounts may be distributed to him while he is an Employee.

(b) A Participant who is an Employee shall have no right to withdraw any portion of the Qualified Non-elective Contribution subaccount to his Employer Account.

(c) A Participant who is an Employee may make withdrawals from his After-tax Account, as provided in Section 9.2.

(d) A Participant who is an Employee may make Hardship Withdrawals from his Accounts, as provided in Section 9.3.

(e) A Participant who is an Employee may borrow from his Accounts, as provided in Section 9.5.

(f) A Participant who is at least age 59 ¹⁄₂ may receive a distribution of his vested Accounts as provided in Section 9.6.

9.2 Withdrawal of After-tax Contributions. A Participant may, at any time, request a distribution of all or any portion of his After-tax Account in accordance with procedures prescribed by the Committee.

9.3 Hardship Withdrawals.

(a) A Participant who is an Employee may, in the event of an “immediate and heavy financial need”, be permitted to make a Hardship Withdrawal from his Accounts. For purposes of this Section 9.3, the term “immediate and heavy financial need” means:

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

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

(3) Payment of tuition, related educational fees and room and board expenses, for up to the next twelve (12) months of post-secondary education for the Participant or his Spouse, children or dependents (as defined in Code § 152, without regard to §§ 152(b)(1), (b)(2) and (d)(1)(B) thereof);

(4) Payments necessary to prevent the eviction of the Participant from his principal residence or the foreclosure on the mortgage on the Participant’s principal residence;

32

(5) Payments for burial or funeral expenses for the Participant’s deceased parent, spouse, children or dependents (as defined in Code § 152, without regard to § 152(d)(1)(B) thereof);

(6) Payments for expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under Code § 165 (determined without regard to whether the loss exceeds 10% of adjusted gross income); and

(7) Any other expenses that the Internal Revenue Service announces as qualifying as a “hardship” under Code § 401(k).

(b) For a Hardship Withdrawal to be granted, the following requirements must be met:

(1) The amount of the withdrawal must not be in excess of the amount necessary to alleviate the Hardship, but may include amounts necessary to pay any Federal, State and local income taxes or penalties reasonably expected to result from the distribution.

(2) The Participant must have made all withdrawals, other than Hardship Withdrawals, and taken all nontaxable loans currently available to him under this Plan and any other plan maintained by an Employer or Affiliated Employer.

(3) Notwithstanding the provisions of Sections 4.1 and 4.2, the Participant shall not be permitted to have elective deferrals made on his behalf or to make employee contributions to the Plan or any other plan maintained by an Employer or Affiliated Employer during the six (6) month period following his receipt of a Hardship Withdrawal. For this purpose, the phrase “any other plan maintained by an Employer or Affiliated Employer” means all qualified and nonqualified plans of deferred compensation maintained by an Employer or Affiliated Employer. The phrase includes a stock option, stock purchase, or similar plan, or a cash or deferred arrangement under a cafeteria plan (within the meaning of Code § 125), but does not include a health or welfare benefit plan, including one that is part of such a cafeteria plan.

(c) The amount necessary to fund the Hardship Withdrawal shall be taken from the Participant’s Accounts (to the extent vested) excluding (i) the value of the Participant’s Qualified Nonelective Contributions, Employer Safe Harbor Matching Contributions (made for periods on and after January 1, 2005) and Employer Additional Matching Contributions (made for periods on and after January 1, 2005) subaccounts and (ii) earnings after December 31, 1988 on the Participant’s Pretax Contributions and Catch-up Contributions. Unless determined otherwise by the Committee, withdrawals shall generally be made pro rata from the investment funds in which the Participant’s Accounts from which the withdrawals are made are invested.

(d) A request for a Hardship Withdrawal shall be made on forms and/or in the manner prescribed by the Committee. The Committee shall establish a uniform and nondiscriminatory policy for reviewing withdrawal applications and any determination made by the Committee shall be final but subject to appeal under Section 13.6.

33

9.4 Valuation and Payment of Withdrawals. In the event of a withdrawal under this Article 9, the value of a Participant’s Accounts shall be determined by the Trustee as of the Valuation Date coincident with or next following the date on which the Trustee receives instructions from the Committee to make the withdrawal. Withdrawals shall be paid to the Participant in cash on the earliest practicable date following the aforementioned Valuation Date.

9.5 Loans. A Participant who is an Employee and any other Participant who is a party-in-interest within the meaning of Section 3(14) of ERISA may, on forms and/or in accordance with procedures prescribed by the Committee, apply to borrow from the value of the non-forfeitable portion of his Accounts.

9.6 In-Service Distributions. A Participant may, at any time after attaining age 59 ¹⁄₂, request a distribution of all or any portion of his vested Account balances in accordance with procedures prescribed by the Committee. Participant may withdraw all or any portion of his Rollover Account at any age in accordance with procedures prescribed by the Committee.

34

ARTICLE 10

ENTITLEMENT TO BENEFITS

10.1 Retirement. A Participant who retires from employment with an Employer or Affiliated Employer on or after his Normal Retirement Age shall be entitled to receive a retirement benefit equal to one hundred percent (100%) of the value of his Accounts.

10.2 Disability. A Disabled Participant whose Disability began while he was an Employee shall be entitled to receive a disability benefit equal to one hundred percent (100%) of the value of his Accounts.

10.3 Termination of Employment. A Participant’s Pretax Contributions, Qualified Nonelective Contributions, Safe Harbor Matching Contributions, Additional Matching Contributions, and earnings attributable to these contributions shall be distributed on account of the Participant’s Termination or severance from employment. 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. A Participant who incurs a Termination for any reason other than retirement in accordance with Section 10.1, Disability in accordance with Section 10.2, or death in accordance with Section 10.6 shall be entitled to receive:

(a) one hundred percent (100%) of the value of his Pretax Account;

(b) one hundred percent (100%) of the value of his After-tax Account;

(c) one hundred percent (100%) of the value of his Rollover Account;

(d) one hundred percent (100%) of the value of the Qualified Non-elective Contribution subaccount of his Employer Account; and

(e) one hundred percent (100%) of the value of the Safe Harbor Matching Contribution subaccount of his Employer Account;

(f) a percentage of the value of his Employer Account, excluding Safe Harbor Matching Contributions, Qualified Non-elective Contributions, and accounts listed in Article 18 as having separate vesting provisions, based on his Years of Vesting Service in accordance with the following schedule:

If the Participant’s Years of Vesting Service Are:	The Vested Portion is:
Less than 5		50	%
5 or more		100	%

For Plan Years beginning on and after January 1, 2002, a percentage of his Employer Account, excluding Safe Harbor Matching Contributions, Qualified Non-elective Contributions, and accounts listed in Article 18 as having separate vesting provisions, based on his Years of Vesting Service in accordance with the following schedule:

35

If the Participant’s Years of Vesting Service Are:	The Vested Portion is:
Less than 3		50	%
3 or more		100	%

If the Plan’s vesting schedule is amended, including an amendment caused by the automatic change to or from a top-heavy vesting schedule in accordance with Article 16, Participants with at least three Years of Service at the later of the date the amendment is adopted or the date the amendment becomes effective, shall automatically be vested, from that point forward, in the greater of the amount vested under the vesting schedule as amended or the amount vested under the vesting schedule in effect prior to amendment.

10.4 Vesting on Plan Termination. In the event of termination or partial termination of the Plan, each affected Participant shall be one hundred percent (100%) vested in his Account. The foregoing sentence shall not apply to a Participant who has received full distribution of his Account (including a Participant who is deemed to have been cashed out pursuant to Section 10.5) or who has incurred five (5) consecutive One Year Breaks in Service.

10.5 Forfeitures.

(a) A Participant who is not 100% vested in his Accounts and who has a termination of employment as described in Section 10.3 shall forfeit the nonvested portion as of the earlier of (a) the date the Participant receives a distribution of his entire vested Accounts after his Termination Date or (b) the last day of five (5) consecutive One-Year Breaks in Service following the Participant’s Termination Date or a five (5) year Period of Severance, as applicable. Forfeited amounts shall be applied as set forth in Section 5.5.

(b) If a Participant again becomes an Eligible Employee prior to incurring five (5) consecutive One-Year Breaks in Service or a five (5) year Period of Severance, as applicable, but after receiving a distribution (or distributions) which caused the nonvested portion of his Account to be forfeited, he shall have the right to repay to the Plan the entire amount of the distribution(s) he received. The repayment must be made in a single sum before the earlier of the date five years after the date he again becomes an Eligible Employee or the end of the first period of five (5) consecutive One-Year Breaks or a five (5) year Period of Severance, as applicable, in Service which began after the date of the distribution.

Amounts that are restored pursuant to this Section 10.5(b) shall equal the amount forfeited, unadjusted for any gains or losses that would have resulted had the amount not been forfeited. The Participant shall continue to vest in any benefit restored pursuant to this Section 10.5(b) in accordance with the provisions of Section 10.3(e).

(c) If a distribution has been made to a Participant from his Employer Account at a time when he has less than a one hundred percent (100%) non-forfeitable interest in his Employer Account, the vesting schedule in Section 10.3(e) will thereafter apply only to the portion of the Employer Account attributable to Employer Matching Contributions and Employer Additional Matching

36

Contributions allocated after such distribution. The balance in the Account immediately after such distribution shall be maintained in a separate account for the purpose of determining the Participant’s non-forfeitable interest therein at any later time. The Participant’s non-forfeitable percentage in the portion of his Employer Account held in such separate account at any later time shall be the (a) Participant’s non-forfeitable percentage of the sums of such separate account at such later time plus all prior distributions from such account, minus (b) all prior distributions from such account.

(d) Effective January 1, 2008, if a de minimus distribution ($20 or less) is made to a Participant and mailed via first class mail to his last known address and the Participant fails to cash such distribution within a reasonable amount of time, such distribution shall be forfeited at such time as the Committee shall determine in its sole discretion. The Committee shall not be required to further pursue such Participant if the reasonable direct costs of locating such Participant would exceed the amount of the distribution. If, however, such a Participant later files a claim for such benefit, the benefit will be reinstated without any interest earned thereon.

10.6 Death.

(a) A death benefit shall be payable to the Beneficiary of a Participant who dies while actively employed by an Employer or Affiliated Employer. The death benefit shall be equal to one hundred percent (100%) of the value of the Participant’s Account.

(b) A death benefit shall be payable to the Beneficiary of a Participant who dies after his Termination Date but prior to receiving the full value of the non-forfeitable portion of his Accounts. This death benefit shall be equal to the value of the undistributed, non-forfeitable portion of such Accounts.

(c) The value of a Participant’s Account shall be determined as of the Valuation Date coincident with or next following the date the Committee receives proper notification of the Participant’s death and shall be distributed in accordance with Sections 11.1 and 11.2.

10.7 Beneficiary.

(a) Each Participant shall have the right to designate, on forms provided by the Committee, one or more Beneficiaries to receive any amount that may be payable under the Plan because of such Participant’s death. A Participant shall have the right to revoke or change his Beneficiary designations at any time. If no Beneficiary is designated, the Beneficiary cannot be found, or if the designated Beneficiary is deceased, any amount payable under the Plan shall be paid to the Spouse, if any, of the Participant. If the Participant has no Spouse, or if the Spouse is deceased, any amount payable under the Plan shall be paid to the estate of the Participant.

(b) A Beneficiary designation shall not be effective for any purpose unless and until the Participant has properly filed it with the Committee. However, a Beneficiary designation mailed by the Participant to the Committee prior to his death and received by the Committee after his death shall take effect upon such receipt, but prospectively only and without prejudice to any payor or payee on account of payments made before receipt by the Committee.

37

(c) Before making distribution to a Beneficiary, the Committee may require such proof of death and such evidence of the right of any person to receive all or part of any benefit payable upon the death of the Participant, as the Committee may deem desirable. The Committee’s determination of the fact of death of a Participant and of the right of any person to receive distribution as a result thereof shall be conclusive upon such person or persons having or claiming any right to any benefit payable with respect to the Participant.

(d) Notwithstanding the foregoing, the Beneficiary of a Participant who is legally married at the time of death shall be the Participant’s Surviving Spouse unless the Surviving Spouse has consented in writing to the Participant’s designation of another Beneficiary and such consent acknowledges the effect of the designation, names the specific Beneficiary or class of Beneficiaries (if applicable), and is witnessed by a Plan representative or a notary public. Notwithstanding the foregoing, if the Participant establishes to the satisfaction of the Committee that such consent cannot be obtained because there is no Spouse or the Spouse cannot be located, the Spouse will be deemed to have consented to the designation of such other Beneficiary.

10.8 Elective Deemed Military Severance. Effective January 1, 2011, if a Participant performs service in the uniformed services (as defined in Code §414(u)(12)(B)) on active duty for a period of more than 30 days, the Participant will be deemed to have a severance from employment solely for purposes of eligibility for distribution of Participant’s vested Accounts with the vesting determined as though the Participant had a termination of employment. However, the Plan will not distribute such a Participant’s Account because of this deemed severance unless the Participant specifically elects to receive a distribution of the Participant’s vested Account pursuant to this Section 10.8. If a Participant elects to receive a distribution of the Participant’s vested Account because of this elective deemed military severance, then the individual may not make Pretax Contributions or Catch-Up Contributions during the 6-month period beginning on the date of the distribution. If a Participant would be entitled to a distribution on account of an elective deemed military severance pursuant to this Section 10.8, and a distribution on account of another Plan provision (such as a qualified reservist distribution pursuant to Section 10.9), then the other Plan provision will control and the 6-month suspension will not apply.

10.9 Qualified Reservist Distribution. Effective January 1, 2011, a Participant may receive a distribution of the Participant’s vested Account if such distribution constitutes a Qualified Reservist Distribution. A “Qualified Reservist Distribution” is any distribution to an individual who is ordered or called to active duty after September 11, 2001, if: (i) the distribution is from amounts attributable to elective deferrals in a 401(k) plan; (ii) the individual was (by reason of being a member of a reserve component, as defined in section 101 of title 37, United States Code) ordered or called to active duty for a period in excess of 179 days or for an indefinite period; and (iii) the Plan makes the distribution during the period beginning on the date of such order or call, and ending at the close of the active duty period.

38

ARTICLE 11

DISTRIBUTION OF BENEFITS

11.1 Form of Benefit Payment. Subject to the provisions of Section 11.5, a Participant may elect to receive the value of his Accounts to which he is entitled under the Plan pursuant to Article 10 in any one of the following forms:

(a) A single sum of cash equal to the value of his Accounts.

(b) Full shares of stock attributable to his Account in the Employer Common Stock Fund and a single sum of cash equal to the total of the value of any fractional share of such stock and the value of his Accounts in the other investment funds under the Plan. For the purpose of determining the value of a share of Common Stock, shares will be valued based on the average of the high and low prices reported on the Composite Transactions listing for the New York Stock Exchange for the relevant Valuation Date.

A Beneficiary who is entitled to a death benefit under Section 10.6 may elect to receive the value of the Participant’s Account paid to him solely in the manner provided in (a) or (b) above.

A Participant or Beneficiary shall elect the form of payment on forms and in the manner prescribed by the Committee.

11.2 Benefit Commencement. The Plan shall begin distribution to a Participant or Beneficiary as soon as practicable after the Valuation Date coincident with or next following the Participant’s retirement, becoming a Disabled Participant, Termination Date or death, and the completion of any forms (including consents) required for such distribution. Notwithstanding the foregoing, no distribution shall be made without the Participant’s (or, if applicable, Surviving Spouse’s) consent before the latest date set forth under the last paragraph of this Section 11.2, except as otherwise provided with respect to small payments under Section 11.5. The Committee shall furnish to each Participant a general description of the material features of the optional forms of benefit payment available under Section 11.1, and each Participant shall affirmatively consent to such benefit payment, no more than 180 days and at least 30 days before the date as of which benefits are to be distributed to the Participant. In accordance with IRS regulations, distributions may commence less than 30 days after the explanation described above is provided to the Participant, provided that the Participant is informed that he has a period of at least 30 days after receiving the explanation to consider the decision of whether or not to elect a distribution (and a particular form of benefit payment), and the Participant, after receiving the explanation, affirmatively elects a distribution. The Committee shall also provide a description of a Participant’s right, if any, to defer receipt of a distribution and describe the consequences of failing to defer receipt of the distribution.

Any amounts that may be credited to a Participant’s Employer Account after the payment of the value of such Account shall be paid as soon as practicable after the Valuation Date coincident with such amounts being credited to the Participant’s Employer Account. Except as provided under Section 11.5, a Participant or Surviving Spouse may elect to delay the distribution of his Account payable pursuant to Section 10.1, 10.2 or 10.3, subject to the requirements of this Section and Section 11.3.

39

Notwithstanding the foregoing, if a Participant who is a former Employee or a Surviving Spouse fails to elect a form of benefit payment, distribution from the Plan, payable in a single sum of cash pursuant to Section 11.1(a), shall commence no later than sixty (60) days after the end of the Plan Year in which the latest of the following occurs:

(a) the Participant attains or would have attained age sixty-five (65);

(b) the Participant terminates employment with all Employers and Affiliated Employers; or

(c) the Participant’s fifth (5th) anniversary of commencement of participation in the Plan.

11.3 Minimum Required Distributions. The requirements of this Section will take precedence over any inconsistent provisions of the Plan. All distributions required under this Section will be determined and made in accordance with Code § 401(a)(9), including the incidental death benefit requirement in Code § 401(a)(9)(G), and Treasury Regulation §§ 1.401(a)(9)-2 through 1.401(a)(9)-9. Notwithstanding the other provisions of this article, distributions may be made under a designation made before January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to section 242(b)(2) of TEFRA.

(a) Time and Manner of Distribution.

(1) 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.

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

(A) If the Participant’s Surviving Spouse is the Participant’s sole designated beneficiary, then, except as provided in subsection 11.3(a)(2)(D) below, distributions to the Surviving Spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 ¹⁄₂, if later.

(B) If the Participant’s Surviving Spouse is not the Participant’s sole designated beneficiary, then, except as provided in Section 11.3(a)(2)(E) below, distributions to the designated beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

(C) 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.

40

(D) If the Participant’s Surviving Spouse is the Participant’s sole designated beneficiary and the Surviving Spouse dies after the participant but before distributions to the Surviving Spouse begin, this Section 11.3(a)(2), excluding subsection 11.3(a)(2)(A), will apply as if the Surviving Spouse were the Participant.

(E) Participants or beneficiaries may elect on an individual basis whether the 5-year rule or the life expectancy rule in sections 11.3(a)(2) and 11.3(c)(2) applies 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 11.3(a)(2), or by September 30 of the calendar year which contains the fifth anniversary of the Participant’s (or, if applicable, Surviving Spouse’s) death. If neither the Participant nor the beneficiary makes an election under this Section 11.3(a)(2)(E), distributions will be made in accordance with Sections 11.3(a)(2) and 11.3(c)(2).

For purposes of this Section 11.3(a)(2) and Section 11.3(c), unless Section 11.3(a)(2)(D) applies, distributions are considered to begin on the participant’s required beginning date. If Section 11.3(a)(2)(D) applies, distributions are considered to begin on the date distributions are required to begin to the Surviving Spouse under Section 11.3(a)(2)(A). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s required beginning date (or to the Participant’s Surviving Spouse before the date distributions are required to begin to the Surviving Spouse under section 11.3(a)(2)(A)), the date distributions are considered to begin is the date distributions actually commence.

(3) 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 11.3(b) and 11.3(c). 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 § 401(a)(9) and the Treasury regulations.

(b) Required Minimum Distributions During Participant’s Lifetime.

(1) 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:

(A) the quotient obtained by dividing the participant’s account balance as of the last day of the preceding calendar year by the distribution period in the Uniform Lifetime Table set forth in section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or

41

(B) if the Participant’s sole designated beneficiary for the distribution calendar year is the Participant’s Spouse, the quotient obtained by dividing the Participant’s account balance as of the last day of the preceding calendar year by the number in the Joint and Last Survivor Table set forth in section 1.401(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.

(2) Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this Section 11.3(b) beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death.

(c) Required Minimum Distributions After Participant’s Death.

(1) Death on or After Date Distributions Begin.

(A) 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 as of the last day of the preceding calendar year 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:

(i) 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.

(ii) 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.

(iii) 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.

42

(B) 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 obtained by dividing the Participant’s account balance by the Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(2) Death Before Date Distributions Begin.

(A) Participant Survived by Designated Beneficiary. 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 11.3(c).

(B) 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.

(C) 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 11.3(a)(2)(A), this Section 11.3(c)(2) will apply as if the Surviving Spouse were the Participant.

(d) Definitions. For purposes of this Section 11.3, the following definitions shall apply:

(1) Designated Beneficiary. The individual who is designated as the beneficiary as provided in the Plan and is the designated beneficiary under Code § 401(a)(9) and section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

43

(2) 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 11.3(a). The required minimum distribution for the Participant’s first distribution calendar year will be made on or before the participant’s required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s required beginning date occurs, will be made on or before December 31 of that distribution calendar year.

(3) Life Expectancy. Life expectancy as computed by use of the Single Life Table in section 1.401(a)(9)-9 of the Treasury regulations.

(4) Participant’s Account Balance. The account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

(5) Required Beginning Date. April 1 of the calendar year following the later of (a) the close of the calendar year in which the Participant attains age 70-1/2 or (b) the close of the calendar year in which the Participant incurs a Termination, except that benefit distributions to a 5-percent owner (as defined in Code § 416) must commence by April 1 of the calendar year following the calendar year in which the Participant attains age 70-1/2.

11.4 Eligible Rollover Distributions.

(a) Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this Section 11.4, a Distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a direct rollover.

(b) Definitions. For purposes of this section 11.4, the following definitions shall apply:

(1) Eligible Rollover Distribution. An Eligible Rollover Distribution is any distribution 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 or more; any

44

distribution to the extent such distribution is required under Code § 401(a)(9); any hardship withdrawal or any other distribution that is not an Eligible Rollover Distribution under applicable law. A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because it is not includible in gross income (i.e., it consists of after-tax employee contributions); provided, however, that such portion may be transferred only to an individual retirement account or annuity described in Code § 408(a) or (b) or a Roth IRA described in Code § 408A(b), or, by means of a direct rollover, to a qualified trust described in Code § 401(a) or an annuity contract described in Code § 403(b) that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution that is includible in gross income and the portion of such distribution that is not so includible.

(2) Eligible Retirement Plan. An Eligible Retirement Plan is an individual retirement account described in Code § 408(a), an individual retirement annuity described in Code § 408(b), an annuity plan described in Code § 403(a), a qualified trust described in Code § 401(a) that accepts the Distributee’s Eligible Rollover Distribution. An Eligible Retirement Plan also includes an annuity contract described in Code § 403(b), a Roth IRA described in Code § 408A(b), and an eligible plan under Code § 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. Notwithstanding the foregoing, (A) if any portion of an Eligible Rollover Distribution is attributable to payments or distributions from a Roth account, an Eligible Retirement Plan with respect to such Roth account shall include only another designated Roth elective deferral account under an applicable retirement plan described in Code § 402A(e)(1) or a Roth IRA described in Code § 408A(b); and (B) for eligible rollover distributions made to or for the benefit of a non-Spouse Beneficiary, an Eligible Retirement Plan shall include only an individual retirement account or annuity described in Code § 408(a) or (b) or a Roth individual retirement account described in Code § 408A(b) established for the purpose of receiving the distribution on behalf of the non-Spouse Beneficiary.

(3) Distributee. A Distributee includes an Employee or former Employee. In addition, the Employee’s or former Employee’s Surviving Spouse and the Employee’s or former Employee’s Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Code § 414(p), are Distributees with regard to the interest of the spouse or former spouse. A Distributee includes the Employee’s or former Employee’s nonspouse designated beneficiary, in which case, the distribution can only be transferred to a traditional or Roth IRA established on behalf of the nonspouse designated beneficiary for the purpose of receiving the distribution.

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

45

(5) Direct Rollover Notice. The Plan administrator shall provide the Participant with notice of the right to elect payment in the form of a Direct Rollover of any portion of the Participant’s vested Account. Such notice shall be provided at least 30 days, and no more than 180 days, before the date of distribution. Distribution of a Participant’s vested Account may not be made prior to 30 days from the date the Plan administrator provides the Participant with this notice, unless the Participant makes an affirmative election as to the form of payment. Failure to elect a Direct Rollover within 30 days from the date the notice is provided to the Participant shall be deemed an election not to make a Direct Rollover.

11.5 Small Payments. If, at the time a Participant incurs a Termination (including death), the value of the non-forfeitable portion of the Participant’s Accounts is one thousand dollars ($1,000) or less for Terminations occurring in or entitlements arising in Plan Years beginning on or after March 28, 2005, such value shall be immediately distributed to the Participant or Surviving Spouse (if applicable). The value of the Account shall be determined as of the Valuation Date coincident with or next following the Participant’s Termination Date, the date on which the Participant becomes a Disabled Participant or the date the Participant’s death is properly reported to the Committee, as the case may be, and shall be distributed as soon as practicable following such Valuation Date. The consent of the Participant or Surviving Spouse shall not be necessary to make such payment. A mandatory distribution shall be made no earlier than 30 days from the date the administrator provides notice of the right to elect payment in a direct rollover, pursuant to Section 11.4. Such payment shall be made in full satisfaction of any benefits payable under this Plan to the Participant and the Participant’s Spouse and Beneficiary.

46

ARTICLE 12

VOTING OF STOCK AND TENDER OFFERS

12.1 Voting of Shares. Each Participant shall have the right and shall be afforded the opportunity to direct the manner in which whole shares of the common stock of the Company held in the Employer Common Stock Fund and attributable to his Account as of the Valuation Date coincident with or preceding the record date shall be voted at all stockholders’ meetings. The Company shall appoint an independent third-party (“Agent”) for the purpose of confidentially receiving and tallying the instructions from Participants. The Agent shall transmit such instructions solely to the Funding Agent. Neither the Funding Agent nor the Agent shall disclose such instructions to the Company or the Committee or any officer, director or affiliate. Any stock for which voting direction is not received from the Participant shall be voted by the Funding Agent in the same manner as the majority of stock for which voting directions are received from Participants as to the matter to be voted upon.

12.2 Ownership of Shares. Participants do not acquire ownership of common stock held by the Funding Agent in their Accounts until the Funding Agent delivers to them on termination stock certificates which have been registered in their names on the stock books of the Company.

12.3 Tender Offers. A Participant may direct the Funding Agent in writing how to respond to a tender or exchange offer for any or all whole shares of Company stock held in the Employer Common Stock Fund and attributable to his Account as of the Valuation Date preceding, or coincident with, the offer. A Participant’s instructions hereunder shall be confidential and shall not be disclosed to the Company or the Committee. The Committee shall notify each Participant and timely distribute or cause to be distributed to him such information as will be distributed to stockholders of the Company in connection with any such tender or exchange offer. The Committee shall engage an independent third party (“Agent”) to confidentially receive instructions from Participants and transmit them to the Funding Agent. The Agent shall transmit solely to the Funding Agent instructions of Participants and shall not disclose such instructions to the Company or the Committee. Upon receipt of such instructions, the Funding Agent shall tender such shares of Company stock as and to the extent so instructed. If the Funding Agent shall not receive instructions with respect to a Participant regarding any such tender or exchange offer for such shares of Company stock (or shall receive instructions not to tender or exchange such shares), the Funding Agent shall have no discretion in such matter and shall take no action with respect thereto. Any shares for which instructions are not subject to being received shall be tendered by the Funding Agent only in the same proportion as the stock for which instructions to tender are received. Any securities received by the Funding Agent as a result of a tender of shares of Company stock shall be held in the Fund, and any cash so received shall be invested in short-term investments as designated by the Committee, for the Account of the Participant with respect to whom shares were tendered, pending any reinvestment directed by the Committee or the Participant.

47

ARTICLE 13

PLAN ADMINISTRATION

13.1 Administrator.

(a) The Plan Sponsor is the administrator of the Plan for purposes of all applicable legislation governing the operation and administration of the Plan.

(b) In its capacity as administrator, the Plan Sponsor is responsible for all matters with respect to the operation, administration and, subject to compliance with applicable legislation interpretation of the Plan.

(c) In its capacity as administrator, the Plan Sponsor may appoint one or more agents or one or more committees (including the Committee), who may be named fiduciaries for purposes of Section 402(a) or ERISA, as it may consider appropriate or necessary from time to time to undertake, perform and execute, and to oversee the undertakings, performance and execution by others where considered appropriate or necessary, of such Plan administration and related matters as are assigned by the Plan Sponsor to such agent(s) or committee(s) from time to time.

(d) In its capacity as administrator, the Plan Sponsor shall be the named fiduciary within the meaning of Section 402(a) of ERISA and may delegate part or all of its responsibility as named fiduciary to other fiduciaries.

13.2 Appointment of Committee.

(a) Pursuant to its authority under Section 13.1(c), above, the Plan Sponsor has appointed the Committee to administer the Plan on its behalf. The Committee shall have full power, discretion and authority to carry out those of the Plan Sponsor’s duties, responsibilities and powers in relation to the administration and operation of the Plan as are delegated to it by the Plan Sponsor from time to time.

(b) The Committee may delegate to any of its members or to such other persons or sub-committees it deems appropriate any of its duties or responsibilities, subject to the Committee’s direction and supervision. Nothing contained in this paragraph shall be construed to confer upon any such person any discretion, authority or control respecting the management, administration and operation of the Plan, unless expressly authorized in writing.

13.3 Indemnification. The Company, by the adoption of this Plan, indemnifies and holds the members of the Committee (and others so designated), jointly and severally, harmless from the effects and consequences of their acts, omissions and conduct in their official capacities, except to the extent that the effects and consequences result from their own willful misconduct, breach of good faith or gross negligence in the performance of their duties. The foregoing right of indemnification will not be exclusive of other rights to which each such member may be entitled by any contract or other instrument or as a matter of law.

13.4 Conclusiveness of Action. Any action on matters within the discretion of the Committee will be conclusive, final and binding upon all Participants and upon all persons claiming any rights under the Plan, including Beneficiaries.

48

13.5 Payment of Expenses. The members of the Committee will serve without compensation for their services. The compensation or fees of consultants, actuaries, accountants, counsel and other specialists and any other costs of administering the Plan or Fund will be paid by the Fund (allocated on any basis reasonably determined by the Committee in its discretion – for example, by participant, Account, Account balance, investments, transactions or otherwise) unless, at the discretion of the Company, paid by the Employers.

13.6 Claim Procedure.

(a) Any Participant or Beneficiary or a duly authorized representative of either (“Claimant”) may submit a written application to the Committee for payment of any benefit that may be due him under the Plan, in accordance with Plan procedures. Such application shall include any information as the Committee may reasonably request. Upon receipt of such application, the Committee shall determine whether or not the Claimant is entitled to the benefit claimed hereunder.

(b) The Committee will process the Claimant’s application within ninety (90) days after the Committee receives the application unless special circumstances require an extension of time for processing the claim. In no event shall such extension exceed a period of ninety (90) days from the end of the initial review period. If the Committee has not determined the Claimant’s eligibility for a Plan benefit within this ninety (90)-day period (one hundred eighty (180)-day period if circumstances require an extension of time), the claim is deemed denied.

(c) If a claim is denied, in whole or in part, the Committee shall give written notice to the Claimant of the denial of the claim. The notice will include the specific reason or reasons for the denial, a specific reference or references to pertinent Plan provisions on which the denial is based, a description of any additional material or information for the Claimant to perfect the claim (which will indicate why such material or information is needed) and an explanation of the Plan’s claims review procedure. The explanation of the Plan’s claims review procedure shall include a description of the applicable time limits and a statement of the claimant’s right to bring a civil action under ERISA section 502(a) following a denial of the appeal.

(d) If a claim is denied or deemed denied and the Claimant wishes to appeal the denial of the claim, the Claimant must file a written request for review of the claim with the Committee. This Claimant must make this request within sixty (60) days of the date the claim is denied or deemed denied. The Claimant may review pertinent documents relating to the claim and its denial and may submit issues and comments in writing to the Committee. Within sixty (60) days after receipt of such a request for review, the Committee shall review the claim and make a decision on the merits of the claim. If circumstances require an extension of time for reviewing the claim, the sixty (60)-day period may be extended but in no event by more than an additional sixty (60) days. The decision on review will be in writing and include specific reasons and references to the pertinent Plan provisions on which the decision is based. The notice shall include a statement of the claimant’s right to bring a civil action under ERISA section 502(a) following a denial of the appeal.

49

(e) A claimant may not bring an action under Section 502(a) of ERISA or otherwise with respect to his claim until he has exhausted the Plan’s Benefit Claims Procedures. Any such action must be filed in a court of competent jurisdiction within 180 days after the date on which the claimant receives the Plan administrator’s written denial of the claimant’s claim on appeal or it shall be forever barred. Any further review, judicial or otherwise, of the Plan administrator’s decision on the claimant’s claim will be limited to whether, in the particular instance, the Plan administrator abused its discretion. In no event will such further review, judicial or otherwise, be on a de novo basis, as the Plan administrator has discretionary authority to determine eligibility for (and the amount of) benefits and to construe and interpret the terms of the Plan.

50

ARTICLE 14

ESTABLISHMENT OF FUND

14.1 Funding Agreement. Contributions made by the Employers and Participants pursuant to Articles 4 and 5 hereof shall be held in a Fund or Funds. The Company shall enter into a trust arrangement, or a combination of a trust arrangement and insurance company contract(s), with one or more Funding Agents providing for the administration of the Fund or Funds in which the assets of this Plan are held.

51

ARTICLE 15

AMENDMENT, TERMINATION AND MERGER OF THE PLAN

15.1 Right to Amend the Plan. Except as provided in the next paragraph, the Company reserves the right to modify, alter or amend this Plan at any time and from time to time, to any extent that it may deem advisable including, without limiting the generality of the foregoing, any amendment deemed necessary to ensure the continued qualification of the Plan under Code § 401 or compliance with any other applicable law. No such amendment shall increase the duties of a Funding Agent or Trustee without its consent thereto in writing. No such amendment shall allow any portion of the principal or income of the Fund to be used for any purposes other than for the exclusive benefit of Participants or Beneficiaries at any time prior to the satisfaction of all the liabilities under the Plan with respect to such persons. No amendment shall reduce a Participant’s Account balance on the effective date of the Plan amendment or eliminate an optional form of benefit under the Plan with respect to the Participant’s Account balance on the date of the amendment to the extent prohibited by Code § 411(d)(6) and the related Treasury regulations.

Notwithstanding the preceding paragraph, the President of Agrium U.S. Inc. or any other officer of Agrium U.S. Inc. designated in writing by the President of Agrium U.S. Inc. shall have the authority to amend the Plan in the following respects:

(a) Amendments required to comply with changes in applicable law;

(b) Amendments requested by the Internal Revenue Service in connection with the issuance of a favorable determination letter for the Plan; and

(c) Amendments to make changes in the Plan’s administration and operational procedures.

The Company may, as it deems appropriate from time to time, delegate all or part of its power to amend the Plan to such person or persons (including the Committee) as it considers appropriate and revoke any such delegation in whole or in part.

15.2 Right to Terminate the Plan. The Company, acting through its Board of Directors, shall have the right to terminate this Plan at any time and for any reason. In the event of such termination, all affected Participants shall be vested in their benefits as provided in Section 10.4.

If the Plan terminates pursuant to this Section 15.2, and the Company does not merge the assets of the Plan with another qualified plan or continue the Plan as a “wasting trust” by satisfying all ongoing plan qualification rules, the Company shall distribute each Participant’s Account in a lump sum; provided, however, if the Employer or an Affiliated Employer establishes or maintains, at any time within the period beginning on the date of Plan termination and ending 12 months after all assets have been distributed from the Plan, an alternative defined contribution plan, each Participant’s Account shall be transferred to such other defined contribution plan. Participant consent to such a transfer shall be required only if transfer of the Participant’s Account results in an elimination or reduction of Code § 411(d)(6) protected benefits. An “alternative defined contribution plan” does not include an employee stock ownership plan as defined in Code § 4975(e)(7) or 409(a), a simplified employee pension (as defined in Code § 408(k)), a SIMPLE IRA plan (as defined in Code § 408(p), a plan or contract described in Code § 403(b) or a plan described in Code §§ 457(b) or (f). However, if at all times during the 24-month period beginning 12 months before the date of Plan termination, fewer than 2% of the Employees who are eligible under the Plan as of the date of Plan termination are eligible under the alternative defined contribution plan, the other plan is not considered an alternative defined contribution plan.

52

15.3 Plan Merger, Consolidation or Transfer. The merger or consolidation with, or transfer of the allocable portion of the assets and liabilities of the Fund to any other qualified retirement plan trust shall be permitted only if the benefit each Participant would receive, if the Plan were terminated immediately after such merger or consolidation or transfer of the allocable portion of the assets and liabilities, would be at least as great as the benefit he would have received had this Plan been terminated immediately before the date of merger, consolidation or transfer. Assets acquired pursuant to this Section which are attributable to elective contributions (including qualified nonelective contributions and qualified matching contributions taken into account for the actual deferral percentage (“ADP”) test) shall continue to be subject to the distribution limitations of Code § 401(k), to the extent required by law.

53

ARTICLE 16

TOP-HEAVY PLAN REQUIREMENTS

16.1 General Rule. This Plan shall be subject to the provisions of this Article 16 for any Plan Year in which the Plan is a “Top-Heavy Plan” as defined in Section 16.5.

16.2 Vesting Provision. A Participant who has completed an Hour of Service during a Plan Year in which the Plan is determined to be a Top-Heavy Plan, shall be vested in his Employer Account on a basis at least as favorable as is provided under the following table:

Years of Vesting Service	Percentage of Account Vested
Less than 2 years		0	%
2		20	%
3		40	%
4		60	%
5		80	%
6 or more		100	%

In any Plan Year in which the Plan is not deemed to be a Top-Heavy Plan, the vested percentage of a Participant’s Employer Account shall be no less than that which was determined as of the last day of the last Plan Year in which the Plan was deemed to be a Top-Heavy Plan. If the Plan ceases to be a Top-Heavy Plan, a Participant with at least three Years of Service shall have the vested portion of his Employer Account determined either in accordance with this Section 16.2 or Section 10.3, as provided in Section 10.3.

16.3 Minimum Contribution Provisions. If the Plan is a Top-Heavy Plan in any Plan Year, each Participant who is (i) a Non-Key Employee (as defined in Section 16.8), and (ii) employed on the last day of the Plan Year (even if such Participant has failed to complete one thousand (1,000) Hours of Service during such Plan Year), shall be entitled to have an Employer contribution of not less than three percent (3%) (or five percent (5%) if required by Code § 416 because of the Participant’s participation in an Employer’s defined benefit plan) of the Participant’s compensation, as defined for purposes of Code § 415, allocated to his Employer Account.

The minimum contribution percentage set forth above shall be reduced for any Plan Year to the percentage at which contributions are made under the Plan for the Plan Year for the Key Employee (as defined in Section 16.6) for whom such percentage is the highest for such Plan Year. For this purpose, the percentage with respect to a Key Employee shall be determined by dividing the contributions for such Key Employee by his compensation, as defined for purposes of Code § 415.

Contributions taken into account under the immediately preceding sentence shall include contributions under the Plan, including Pretax Contributions, and under all other defined contribution and defined benefit plans required to be included in an Aggregation Group (as defined in Section 16.5), but shall not include any plan required to be included in such Aggregation Group if such plan enables a defined benefit plan required to be included in such group to meet the requirements of Code §§ 401(a)(4) and 410. Employer matching contributions shall be taken into account

54

for purposes of satisfying the minimum contribution requirements of Code § 416(c)(2) and the Plan. 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 met in another plan, such other plan. Employer matching contributions that are used to satisfy the minimum contribution requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Code § 401(m).

Contributions taken into account under this Section 16.3 shall not include any contributions under Social Security or any other federal or state law.

16.4 Coordination with Other Plans. In the event that another defined contribution plan or defined benefit plan maintained by an Employer or Affiliated Employer provides contributions or benefits on behalf of Participants in this Plan, such other plan shall be treated as part of this Plan pursuant to applicable principles (such as Rev. Rul. 81-202 or any successor ruling) in determining whether this Plan satisfies the requirements of Sections 16.2 and 16.3.

16.5 Top-Heavy Plan Definition. This Plan shall be a Top-Heavy Plan for any Plan Year if, as of the Determination Date (as defined in subsection (a) below), the aggregate of the Accounts under the Plan for Participants who are Key Employees exceeds sixty percent (60%) of the present value of the aggregate of the Accounts for all Participants, or if this Plan is required to be in an Aggregation Group which for such Plan Year is a Top-Heavy Group (as defined in subsection (d) below). For purposes of making this determination, the Accounts of a Participant who (i) is not a Key Employee but who was a Key Employee in a prior Plan Year or (ii) has not performed any service for an Employer at any time during the five (5)-year period ending on the Determination Date, shall be disregarded.

(a) “Determination Date” means for any Plan Year the last day of the immediately preceding Plan Year (except that for the first Plan Year the Determination Date means the last day of such Plan Year).

(b) The present value shall be determined as of the most recent Valuation Date that is within the twelve (12) month period ending on the Determination Date, and as described in the regulations under the Code. Present values for purposes of determining whether this Plan is a Top-Heavy Plan shall be based on the following interest and mortality rates:

(1) Interest Rate: 7.50%

(2) Mortality Rate: 1971 Group Annuity Mortality

(c) “Aggregation Group” means the group of plans, if any, that includes both the group of plans that are required to be aggregated and the group of plans that are permitted to be aggregated.

(1) The group of plans that are required to be aggregated (the “Required Aggregation Group”) includes:

(i) each qualified plan of an Employer or Affiliated Employer in which a Key Employee is a participant, including collectively bargained plans and terminated plans, and

55

(ii) each other qualified plan of an Employer or Affiliated Employer, including collectively bargained plans, which enables a plan in which a Key Employee is a participant to meet the requirements of Code §§ 401(a)(4) and 410.

(2) The group of plans that are permitted to be aggregated (the “Permissive Aggregation Group”) includes the Required Aggregation Group plus one (1) or more qualified plans (including terminated plans) of an Employer or Affiliated Employer that is not part of the Required Aggregation Group and that the Committee certifies as constituting a plan within the Permissive Aggregation Group. Such plan or plans maybe added to the Permissive Aggregation Group only if benefits are comparable to those provided by the plans in the Required Aggregation Group and, if after the addition, the Aggregation Group as a whole continues to meet the requirements of Code §§ 401(a)(4) and 410.

(d) ‘‘Top-Heavy Group” means the Aggregation Group, if as of the applicable Determination Date, the sum of the present value of the cumulative accrued benefits for Key Employees under all defined benefit plans included in the Aggregation Group plus the aggregate of the accounts of Key Employees under all defined contribution plans included in the Aggregation Group exceeds sixty percent (60%) of the sum of the present value of the cumulative accrued benefits for all Employees, excluding former Key Employees, under all such defined benefit plans plus the aggregate accounts for all Employees, excluding former Key Employees, under such defined contribution plans. If the Aggregation Group that is a Top-Heavy Group is a Required Aggregation Group, each plan in the group will be top heavy. If the Aggregation Group that is a top-heavy group is a Permissive Aggregation Group, only those plans that are part of the Required Aggregation Group will be treated as top heavy. If the Aggregation Group is not a Top-Heavy Group, no plan within such group will be top heavy.

(e) In determining whether the Plan constitutes a Top-Heavy Plan, the Committee shall make the following adjustments in connection therewith:

(1) When more than one (1) plan is aggregated, the Committee shall determine separately for each plan as of each plan’s Determination Date the present value of the accrued benefits and account balances. The results shall then be aggregated by adding the results of each plan as of the Determination Dates for such plans that fall within the same calendar year.

(2) In determining the present value of the cumulative accrued benefits or the value of the account of any Employee, such present value or account shall include the amount in dollar value of the aggregate distributions made to such Employee as set forth in this Section 16.5(e)(2), unless reflected in the value of the accrued benefit or account balances as of the Determination Date. 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 § 416(g)(2) during the one year

56

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 § 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 substituting “5-year period” for “1-year period.” The accrued benefits and accounts of any individual who has not performed services for the Employer during the 1-year period ending on the Determination Date shall not be taken into account.

(3) Further, in making such determination, such present value or account shall include any rollover contribution, or similar transfer, as follows:

(i) If the rollover contribution, or similar transfer, is initiated by the Employee and made to or from a plan maintained by another employer, the plan providing the distribution shall include such distribution in the present value or account; the plan accepting the distribution shall not include such distribution in the present value or account unless the plan accepted it before December 31, 1983.

(ii) If the rollover contribution, or similar transfer, is not initiated by the Employee or made from a plan maintained by another employer, the plan accepting the distribution shall include such distribution in the present value or account, whether the plan accepted the distribution before or after December 31, 1983; the plan making the distribution shall not include the distribution in the present value or account.

(4) Further, in making such determination, in any case where an individual is a Non-Key Employee with respect to an applicable plan, but was a Key Employee with respect to such plan for any prior year, any accrued benefit and any account of such Employee shall be altogether disregarded. For this purpose, to the extent that a Key Employee is deemed to be a Key Employee because he met the definition of Key Employee within any of the four (4) preceding plan years, this provision shall apply following the end of such period of time.

16.6 Key Employee. “Key employee” means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the Determination Date was an officer of the Employer having annual compensation greater than $170,000 (as adjusted under Code § 416(i)(1) for Plan Years beginning after December 31, 2014), a 5-percent owner of the Employer, or a 1-percent owner of the Employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of Code § 415(c)(3). The determination of who is a Key Employee will be made in accordance with Code § 416(i)(1) and the applicable regulations and other guidance of general applicability issued thereunder.

16.7 Non-Key Employee. The term “Non-Key Employee” means any Employee and beneficiary of an Employee who is not a Key Employee.

57

16.8 Collective Bargaining Rules. The provisions of Sections 16.2, 16.3 and 16.4 do not apply with respect to any Employee included in a unit of employees covered by a collective bargaining agreement unless the application of such Sections has been agreed upon with the collective bargaining agent.

58

ARTICLE 17

MISCELLANEOUS

17.1 Limitation on Distributions. Notwithstanding any provision of this Plan regarding payment to Participants, Beneficiaries or any other person, the Committee may withhold payment to any person if the Committee determines that such payment may expose the Plan to conflicting claims for payment. As a condition for any payments, the Committee may require such consent, representations, releases, waivers or other information as it deems appropriate. To the extent required by law, the Committee shall comply with the terms of any judgment or other judicial decree, order, settlement or agreement including, but not limited to, a Qualified Domestic Relations Order as defined in Code § 414(p).

17.2 Limitation on Reversion of Contributions. Except as provided in subsections (a) through (c) below, Employer contributions made under the Plan will be held for the exclusive benefit of Participants or Beneficiaries and may not revert to the Employer.

(a) A contribution made by the Employer under a mistake of fact may be returned to the Employer within one (1) year after it is contributed to the Plan.

(b) A contribution may be returned to the Employer, if the Plan does not initially qualify under Code §§ 401(a) and 501(a), within one (1) year after the date the Plan is denied qualification.

(c) A contribution that is not deductible under Code § 404 may be returned, to the extent the deduction is disallowed, to the Employer within one (1) year after the disallowance.

The maximum contribution that may be returned to the Employer will not exceed the amount actually contributed to the Plan, or the value of such contribution on the date it is returned to the Employer, if less.

17.3 Voluntary Plan. The Plan is purely voluntary on the part of the Company and Employers and neither the establishment of the Plan nor any Plan amendment nor the creation of any fund or account, nor the payment of any benefits will be construed as giving any Employee or any other person a legal or equitable right against the Company, any Employer, any trustee, any Funding Agent or the Committee unless specifically provided for in this Plan or conferred by affirmative action of the Committee or the Company according to the terms and provisions of this Plan. Such actions will not be construed as giving any Employee or Participant the right to be retained in the serves of any Employer or Affiliated Employer. All Employees and Participants will remain subject to discharge to the same extent as though this Plan had not been established.

17.4 Non-alienation of Benefits. Participants and Beneficiaries are entitled to all the benefits specifically set out under the terms of the Plan, but neither those benefits nor any of the property rights in the Plan are assignable or distributable to any creditor or other claimant of a Participant or Beneficiary. A Participant will not have the right to anticipate, assign, pledge, accelerate or in any way dispose of or encumber any of the monies or benefits or other property that may be payable or become payable to such Participant or his Beneficiary; provided, however, the Committee shall recognize and comply with a valid Qualified Domestic Relations

59

Order as defined in Code § 414(p). Effective with judgments, orders, decrees and settlement agreements entered into on or after August 5, 1997, the first sentence of this Section 17.4 shall not apply with respect to any offset to a Participant’s benefits expressly provided for in a judgment, order, decree or settlement agreement described in Code § 401(a)(13)(C). Effective on or after April 6, 2007, a domestic relations order that otherwise satisfies the requirements for a qualified domestic relations order described in Code § 414(p) will not fail to be a qualified domestic relations order: (i) solely because the order is issued after, or revises, another domestic relations order or qualified domestic relations order; or (ii) solely because of the time at which the order is issued, including issuance after the annuity starting date or after Participant’s death.

17.5 Inability to Receive Benefits. If the Committee receives evidence that a person entitled to receive any payment under the Plan is incompetent, by reason of physical or mental condition or age, to receive payment and to give a valid release therefor or to give a valid consent required under the Plan, and no guardian, committee or other representative of such person has been duly appointed by a court of competent jurisdiction, then the Committee may in its discretion, make such payment to or act upon the consent provided by any person or institution that is maintaining or has custody of the incompetent person. The payment to or consent received from such person or institution will be a valid and complete discharge from liability for the payment.

17.6 Missing Persons. If the Committee is unable, after reasonable and diligent effort, to locate a Participant or Beneficiary who is entitled to a distribution from the Plan, the distribution due such person will be forfeited at such time as the Committee shall determine in its sole discretion (but in all events prior to the time such benefit would otherwise escheat under any applicable state law). If, however, such a person later files a claim for such benefit before the Plan is terminated, the benefit will be reinstated without any interest earned thereon. Notwithstanding the foregoing, in the event that after reasonable and diligent efforts the Committee is unable to locate a Beneficiary entitled to a distribution under the Plan, payment will be made, at the discretion of the Committee, to the Participant’s contingent Beneficiary, Spouse, children or estate, in accordance with the provisions of Section 10.7, and such non-locatable Beneficiary shall have no further claim or interest hereunder. Notification by certified or registered mail to the last known address of the Participant or Beneficiary will be deemed a reasonable and diligent effort to locate such person.

17.7 Limitation of Third-Party Rights. Nothing expressed or implied in the Plan is intended or will be construed to confer upon or give to any person, firm or association other than the Company, Employers, Participants and Beneficiaries, and their successors in interest, any right, remedy or claim under or by reason of this Plan, except as otherwise provided in Section 17.4.

17.8 Invalid Provisions. In case any provision of this Plan is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan. The Plan will be construed and enforced as if the illegal and invalid provisions had never been included.

17.9 One Plan. This Plan may be executed in any number of counterparts, each of which will be deemed an original and the counterparts will constitute one and the same instrument and may be sufficiently evidenced by anyone counterpart.

60

17.10 Use and Form of Words. Whenever any words are used herein in the masculine gender, they will be construed as though they were also used in the feminine gender in all cases where that gender would apply, and vice versa. Whenever any words are used herein in the singular form, they will be construed as though they were also used in the plural form in all cases where the plural form would apply, and vice versa.

17.11 Headings. Headings to Articles and Sections are inserted solely for convenience and reference, and in the case of any conflict, the text, rather than the headings, shall control.

17.12 Governing Law. The Plan will be governed by and construed according to the federal laws governing employee benefit plans qualified under the Code and according to the laws of the state of Colorado where such laws are not in conflict with the federal laws.

61

ARTICLE 18

GRANDFATHERED PROVISIONS PERTAINING TO MERGED PLANS

18.1 Royster-Clark, Inc. Employee Savings and Investment Plan and Trust.

(a) Definitions:

(1) “Royster-Clark Plan” shall mean the Royster-Clark, Inc. Employee Savings and Investment Plan and Trust.

(2) “Former Royster-Clark Participant” shall mean a Participant in the Plan who has amounts transferred from the Royster-Clark Plan into this Plan.

(3) “Prior Account Balance” shall mean the balance, if any, of a Former Royster-Clark Participant’s accounts in the Royster-Clark Plan that was transferred to the Plan, including the pre-tax account, matching account, prior pension account, profit sharing account, rollover account, QNEC account and voluntary after-tax contribution account.

(b) Vesting. The following vesting schedule shall apply to the portion of the Prior Account Balance which is not 100% vested as of the date of transfer (instead of the vesting schedule set forth in Section 10.3 of the Plan):

If the Participant’s Years of Vesting Service are:	The Vested Portion is:
Less than 1		0	%
1		20	%
2		40	%
3		60	%
4		80	%
5 or more		100	%

(c) Distribution Options. The installment distribution option of the Royster-Clark Plan is eliminated with respect to the Prior Account Balance of Former Royster-Clark Participants for distributions with starting dates beginning after December 31, 2006. The Joint & Survivor Annuity option is eliminated with respect to any prior pension account that is part of the Prior Account Balance of Former Royster-Clark Participants for distributions with starting dates beginning after December 31, 2006.

18.2 UAP Retirement Income Savings Plan.

(a) Definitions.

(1) “UAP Plan” shall mean the UAP Retirement Income Savings Plan.

(2) “Former UAP Plan Participant” shall mean a participant in the UAP Plan who has amounts transferred from the UAP Plan into this Plan.

62

(3) “Merger Date” shall mean December 31, 2008.

(4) Prior Account Balance. Any account balance of a Former UAP Participant that is transferred from the UAP Plan into this Plan as of the Merger Date.

(b) Eligibility. All Former UAP Plan Participants will become Participants in this Plan effective as of the Merger Date.

(c) 2008 Contributions. The final contributions payable under the UAP Plan for the Plan Year ending December 31, 2008 will be made in accordance with the provisions of the UAP Plan and funded to this Plan.

(d) Vesting.

(1) 2008 Contributions. The following vesting schedule shall apply to the portion of the Prior Account Balance attributable to contributions made to a Former UAP Participant’s Employer Retirement Contribution Account, Employer Performance Contribution Account, Matching Contribution Account, and PPA Safe Harbor Contribution Account for the Plan Year beginning on January 1, 2008 (instead of the vesting schedule set forth in Section 10.3 of the Plan):

Years of Service	Vesting %
Less than 2 years		0	%
2 or more years		100	%

(2) Contributions Made for Plan Years Beginning Before January 1, 2008. The following vesting schedule shall apply to the portion of the Prior Account Balance attributable to contributions made to a Former UAP Participant’s Employer Retirement Contribution Account, Employer Performance Contribution Account, and Matching Contribution Account for Plan Years beginning before January 1, 2008 (instead of the vesting schedule set forth in Section 10.3 of the Plan):

Years of Service	Vesting %
Less than 1 years		0	%
1 but less than 2 years		20	%
2 but less than 3 years		40	%
3 but less than 4 years		60	%
4 but less than 5 years		80	%
5 or more years		100	%

63

(3) 100% Vested Contributions. The portion of the Prior Account Balance attributable to contributions made to a Former UAP Participant’s Elective Deferral Account, Code §§ 401(k)(12) and 401(m)(11) Safe Harbor and QNEC Account, Employer Transition Contributions Account and Transfer Account – Employer Matching Contributions shall be 100% vested instead of being subject to the schedule set forth in Section 10.3 of the Plan.

(4) Service for a Predecessor Employer. The Plan shall take into account service with a predecessor employer. “Predecessor employer” shall mean:

(i) ConAgra Foods with respect to participants in the UAP Plan who were active participants in the Con Agra Foods Retirement Income Savings Plan, as amended and restated effective January 1, 2002, on November 23, 2003.

(ii) Hoxie/Sunflower Chem, Kansas, with respect to individuals who became an employee under the UAP Plan coincident with the closing of the transaction on February 7, 2006.

(iii) UAP Timberland, LLC, Timberland Enterprises, Inc., Aquacenter, Inc., Pinebelt, Inc. and Timberland Silvicultural Services, Inc., with respect to individuals who were employed by the predecessor employer on March 3, 2006 and who became an employee under the UAP Plan on March 4, 2006.

(iv) Terral Agri Service, Terral Farm Service, and Wisner Elevator, with respect to individuals who became an employee under the UAP Plan coincident with the closing of the transaction on September 1, 2006.

(v) Prairie Farmers.

(vi) Spink County Fertilizer and Chemical, with respect to individuals who became an employee under the UAP Plan coincident with the closing of the transaction on November 16, 2006.

(vii) Cedar Ridge Spraying, with respect to individuals who became an employee under the UAP Plan coincident with the closing of the transaction on January 3, 2007.

(viii) Boettcher Enterprises, Inc. with respect to individuals who became an employee under the UAP Plan coincident with the closing of the transaction on January 26, 2007.

(ix) AGSCO, Inc. with respect to individuals who became an employee under the UAP Plan with the closing of the transaction on February 7, 2007 and Dakota Fusion, Inc. with respect to individuals who became an employee under the UAP Plan following the closing of the transaction with AGSCO, Inc. if the individual provided services to the employer pursuant to the Transition Services Agreement among UAP Distribution, Inc., AGSCO, Inc., Ag Depot, Inc., Dakota Fusion, Inc. and Randy Brown.

64

(x) Big Creek Fertilizer, Inc., with respect to individuals who became an employee under the UAP Plan coincident with the closing of the transaction on July 17, 2007.

(xi) Hill City Fertilizer, Inc. and Oberlin Fertilizer, Inc., with respect to individuals who became an employee under the UAP Plan coincident with the closing of the transaction on July 19, 2007.

(xii) Cotton Center Grain, Ltd., with respect to individuals who became an employee under the UAP Plan coincident with the closing of the transaction on September 6, 2007.

65

ARTICLE 19

REQUIRED TRANSITION PROVISIONS

19.1 Compensation (Section 1.15).

(a) Annual Compensation Limit. The annual compensation limit of Section 1.15(b) is effective for Plan Years beginning on or after January 1, 2002.

(b) Deemed 125 Compensation. The inclusion of “deemed 125 compensation” in the Plan’s definitions of “Compensation” under Sections 1.15(c) and 6.8 of the Plan shall be effective for Plan Years and Limitation Years beginning on and after January 1, 1998.

(c) Compensation Timing Rules. The compensation timing rules in the Plan’s definitions of “Compensation” under Section 1.15(d) of the Plan shall be effective as of the first plan year beginning on or after July 1, 2007.

19.2 Eligibility (Section 3.1). Prior to July 1, 2000 for full-time regular employees and January 1, 2001 for part-time or temporary employees, an Eligible Employee became a Participant on the Entry Date coincident with or next following completion of six months of employment and 750 Hours of Service.

19.3 Catch-Up Contributions (Section 4.3). Catch-up Contributions in Section 4.3 were made available to all Participants effective as of January 1, 2002.

19.4 Safe Harbor Contributions (Section 5.1). Section 5.1 provides for safe harbor matching contributions pursuant to Code § 401(m)(11), shall be effective as of January 1, 2005.

19.5 Average Deferral Percentage Test Failure (Section 6.5). The provisions of Section 6.5(a) were added to the Plan to comply with the final 401(k) regulations effective as of the first day of the Plan Year beginning on or after January 1, 2006.

19.6 Average Contribution Percentage Test Failure (Section 6.5). The provisions of Section 6.5(b) were added to comply with the final 401(m) regulations effective as of the first day of the Plan Year beginning on or after January 1, 2006.

19.7 Aggregation of Plans (Section 6.6). The provisions of Section 6.6 shall apply for purposes of determining whether the Plan is top-heavy under Code § 416(g) for Plan Years beginning on or after January 1, 2002 and whether the Plan satisfies the minimum benefits requirements of Code § 416(c) for such years, even if the determination date for that Plan Year is before the applicable effective date.

19.8 415 Annual Addition (Section 6.8). The limitations on a Participant’s annual addition are effective for Limitation Years beginning on or after January 1, 2002.

19.9 Hardship Withdrawals (Section 9.3). The following transitions apply to the hardship withdrawal provisions of Section 9.3:

(a) Contribution Limit Following a Hardship Withdrawal. Effective for amounts distributed before January 1, 2002, the 402(g) limit (as adjusted) applicable to a Participant’s Elective Contributions made in the calendar year immediately following the calendar year in which a hardship withdrawal is made shall be reduced by the Participant’s Elective Contributions made in the calendar year in which the withdrawal was received.

66

(b) Expansion of Deemed Rules for Hardship. The financial needs considered as immediate and heavy for hardship withdrawals are expanded to include burial and funeral expenses and losses to a Participant’s principal residence, effective only with respect to hardship withdrawals made on or after January 1, 2006.

(c) Suspension of Elective Contributions. A hardship withdrawal paid in 2001 shall remain subject to the provisions of the Plan relating to suspension of Elective Contributions that were in effect prior to January 1, 2002.

19.10 Elimination of “Same Desk Rule” (Section 10.3). Section 10.3 providing for distribution upon a Participant’s severance from Employment shall be effective as of January 1, 2002, regardless of whether the severance from Employment occurred before, on, or after January 1, 2002.

19.11 Required Minimum Distributions (Section 11.3). The provisions of Section 11.3 are effective for Plan Years beginning on or after January 1, 2003. Required minimum distributions for 2002 were made pursuant to the proposed regulations under Code § 401(a)(9) published in the Federal Register on January 17, 2001.

19.12 Direct Rollovers of Plan Distributions (Section 11.4). The expanded definition of “eligible retirement plan” in section 11.4 of the Plan applies for purposes of direct rollovers made on or after January 1, 2002.

19.13 Small Payments (Section 11.5). The provisions of Section 11.5 are effective for distributions made on or after March 28, 2005. The following provisions shall apply to distributions made prior to March 28, 2005:

The administrator shall direct the Trustee to make a mandatory distribution of any Participant’s vested Account valued at $5,000 or less at the time of distribution. Unless the Participant elects payment in the form of a direct rollover, the Plan administrator shall order such mandatory cashout be made in the form of a single lump sum payment as soon as administratively feasible.

For purposes of mandatory cashouts made after December 31, 2001, the value of a Participant’s vested Account balance shall be determined without regard to that portion of the Account balance which is attributable to rollover contributions (and earnings allocable thereto) within the meaning of Code §§ 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16).

19.14 Distribution Upon Termination (Section 15.2). The provisions of section 15.2 relating to distributions upon termination of the Plan in the event the Employer maintains an alternative defined contribution plan are effective for Plan Years beginning on or after January 1, 2006.

19.15 Elective Contributions (Section 15.3). The provisions of Section 15.3 (entitled “Plan Merger, Consolidation or Transfer”) mandating that assets attributable to elective Contributions (including qualified nonelective and qualified matching contributions) acquired which are taken into account for the ADP test shall continue to be subject to

67

the distribution limitations of Code § 401(k) was added to comply with the final 401(k) regulations for Plan Years beginning on or after January 1, 2006.

Date:            , 2014

AGRIUM U.S. INC.

By:

Title:

68

Appendix A

PARTICIPANTS AFFECTED BY PLAN SELF CORRECTION OF LOANS

FIRST	LAST	HIRE
JOHN	BOWMAN JR	7/6/2004
DEBORAH	ROSE	10/27/2003
TERRY	PORTER	5/3/2004
CHARLES	TRISDALE	2/27/2004
KELLY	BURTON	7/21/2003
DONALD	BENNETT	2/16/2004
JAMIE	BROWN	3/29/2004
NATHAN	WARNER	1/12/2004
DONNA	SUMMERS	8/31/2003
JEREMY	MARX	4/19/2004
MAURICE	CROUCH	1/1/2004
EDDIE	CLARK	1/12/2004
PERRY	MORDINI	5/31/2004
RICKY	O’DELL	1/2/2003
HAROLD	MATHEWS	1/2/2003
DEBORAH	ROBARGE	1/27/2003
KENNETH	LIVERMAN	1/2/2003
BRAD	HAYNES	1/15/2003
TREVOR	SCAMIHORN	9/30/2002
MICHAEL	RICH	1/30/2003
JOSEPH	HILLEBRAND	9/9/2002
CHRISTINA	HESS	2/25/2002
MIKE	MOORMAN	9/15/2003
JAMES	GILL	1/26/2004
MARILYN	STATZER	10/1/2001
MICHAEL	PFEIFFER	11/4/2002
BRIAN	VANN	2/9/2004
SAMUEL	DURST	3/8/2004
TYLER	MOCKER	5/24/2004
LAURA	KREITLER	9/27/2004
SHAUN	HAYDEN	11/1/2004
WALDO	ADAMS JR	7/19/2002
CRYSTAL	ADKINS	9/13/2004
ELIZABETH	AKRIDGE	8/11/2003
WILLIAM	ALBERSON	3/26/2002
ASHLEY	ALDRIDGE	8/2/2004
JOHN	ALLEN	3/27/2003
TANESHA	ANDERSON	10/16/2004
PATRICK	ARTHUR	1/29/2004
RODNEY	ASBELL	11/29/2004
MICHAEL	BACCUS	10/11/2004
VICKI	BAILEY	3/13/2002
MARK	BAIR	3/16/2004

Appendix A - 1

FIRST	LAST	HIRE
GERALD	BANKS	9/7/2004
GLANA	BANKS	8/2/2002
CHRIS	BANTY	4/3/2003
MATT	BARNHIZER	3/29/2004
KELLY	BARTLETT	3/17/2004
STEPHEN	BASSLER	3/5/2003
CHRISTINE	BECKMAN	9/25/2003
SAMUEL	BELL	4/14/2003
SAMUEL	BELL	3/1/2003
JIM	BENEFIEL	10/3/2002
BOB	BENNETT	3/1/2003
JUAN	BERLANGA	2/9/2004
JEREMY	BERRY	1/19/2004
DON	BEWLEY	7/24/2002
CLARENCE	BIAS	1/5/2004
CHRISTIE	BIGGER	8/9/2001
JOHNNY	BLAKNEY	10/29/2001
PHILLIP	BOALS	3/27/2003
MARK	BOLINGER	9/25/2002
ROY	BONDS	2/4/2002
JAMES	BONNOITT	3/29/2004
JOHN	BORER	3/31/2003
RAYMOND	BOSTIC	8/11/2001
MICHAEL	BOULTON	2/10/2003
BILLY	BOWLDS	3/24/2003
JOHN	BOYD	9/16/2004
CHRISTOPHER	BOYD	10/15/2001
EDDIE	BRADSHAW	2/27/2003
RALPH	BRANN	3/17/2003
KEVIN	BRENNER	3/24/2003
KENT	BRIDGES	4/1/2003
DAN	BRISKY	2/25/2004
PAUL	BROCKMEYER	3/21/2003
MELVIN	BROOKS	11/19/2002
ROY	BROOKS JR	5/26/2004
ANTONIO	BROWN	11/10/2003
JAMES	BROWN	2/3/2003
VIRGINIA	BRUMMOND	3/30/2004
MICHAEL	BURDETTE	1/12/2004
WALTER	BURGESS	9/30/2003
HENRY	BURKE	11/8/2002
SANDRA	BUSH	3/25/2002
JOSEPH	BUTLER	3/10/2003

Appendix A - 2

FIRST	LAST	HIRE
CHANCE	BUTLER	2/4/2002
WILLIE	BYNUM	2/13/2004
HOWARD	CAIN	12/23/2003
MARK	CALLAHAN	3/6/2003
JERRY	CARAWAY JR	9/20/2004
NICK	CARDENAS	2/23/2004
RUDY	CARMONA	4/2/2003
PATRICK	CARNES	8/6/2001
GARY	CARTER SR	11/17/2004
DWIGHT	CAUGHLIN	3/10/2003
ROBERT	CHILDERS	3/20/2003
KEITH	CHRISTENSEN	9/26/2003
SAMUEL	CIBULA	10/4/2004
RICHARD	CLARK	11/30/2003
JOHN	CLEMENTS	4/8/2002
DIXIE	CLOYD	1/1/2003
HAROLD	COATES	2/11/2002
JEFF	COFFMAN	7/28/2003
SETH	COLE	9/23/2002
LAURIE	COON	9/16/2002
DEAN	COOPER	1/14/2004
MELVIN	COPELAND JR	4/12/2004
SHANNON	COUSINEAU	4/12/2004
BARBARA	COX	1/2/2003
JOHN	COXWORTH	12/23/2002
CHRISTINA	CRABTREE	5/9/2003
ANTHONY	CRAIG	3/10/2003
RYANNE	CRIBB	3/8/2004
JERRY	CRISLIP	2/18/2003
ROBERT	CUDE	9/2/2003
AMIE	CURLIN	11/15/2004
JAMES	CUTHRELL	12/6/2004
STEVE	CUTRELL	8/23/2004
WILLIE	DANIELS	3/1/2003
WILLIS	DAVENPORT	4/4/2003
HAL	DAVIS	3/10/2003
GROVER	DAVIS III	3/18/2003
LESLIE	DEAN	10/1/2001
MALCOLM	DEFORD JR	8/4/2004
JASON	DEHART	9/10/2003
LINUS	DICKENS	4/5/2004
CAREY	DIXON	12/8/2003
JAMES	DOLMAN	3/25/2002

Appendix A - 3

FIRST	LAST	HIRE
WILLIAM	DORSETT III	4/22/2002
BETH	DOSS	9/8/2003
KRISTINE	DOUMA	2/24/2003
ROGER	DRAKE	1/27/2003
VICKI	DUNBAR	1/5/2004
CARL	DUNBAR	3/19/2003
DARRIUS	DURANT	10/1/2001
DANIEL	DWYER III	3/1/2004
DAVID	EASTWOOD JR	4/12/2004
ARTHUR	EDING	4/7/2003
JAMES	ELDER	4/1/2004
JERRY	ELLIS	11/29/2004
TIMOTHY	ELLIS	11/29/2004
DUSTIN	ELLSWORTH	2/16/2004
LARRY	ELMORE	3/11/2004
CHRIS	ENGLE	2/10/2003
BRENT	ERWIN	3/20/2002
JESSICA	ESPENLAUB	4/28/2003
WAYNE	EUDY	2/16/2004
BENJAMIN	EVERITT	11/8/2004
ROD	EWELL	7/30/2001
MIKE	FEAR	9/27/2002
RITA	FEVERYEAR	2/17/2003
MARK	FISHER	11/15/2004
NEIL	FORD	4/14/2003
JESSE	FOUST	3/17/2003
JASON	FOX	12/1/2004
STEPHEN	FRANTZ	2/15/2003
CAMERON	FRAZIER	3/22/2002
STEVE	FREE	4/29/2003
WALTER	FULTON	3/23/2003
KELVIN	GARDNER	3/26/2002
DENNIS	GARRINGER	2/23/2004
RYAN	GERLACH	8/12/2004
ALAN	GIBSON	11/27/2001
RICHARD	GILLESPIE	3/31/2003
JAMES	GOUGH	3/31/2003
RAY	GRAHAM	11/7/2001
ANDREW	GRAHAM SR	7/19/2004
MICHAEL	GRANNAN	2/5/2003
THOMAS	GRAY	4/5/2004
SUSAN	GRAY	3/18/2002
DARWIN	GREEN	9/21/2004

Appendix A - 4

FIRST	LAST	HIRE
DEBRA	GREENE	4/16/2002
JEREMY	GRISSOM	4/12/2004
STEVEN	GROCE	5/10/2004
LARRY	GRUNER	4/8/2003
GAIL	GUESS	10/7/2002
ALTON	HAMILL	1/2/2004
JERRY	HAMPTON	2/24/2003
DAVID	HANSCEL	3/29/2004
SUZANNE	HARRELL	7/7/2003
TANYA	HARRIS	10/25/2004
JEFFREY	HARRIS	10/18/2004
RONALD	HASELMAN	4/1/2003
DOUGLAS	HASSE	3/24/2003
KATHLEEN	HASTINGS	1/21/2003
GEORGE	HASTINGS	1/21/2003
RANDY	HATCH	2/9/2004
CARMEN	HAWK	6/21/2004
RODNEY	HAWKINS	9/8/2003
JEFFERY	HEADLEY	5/21/2003
DIANE	HEATH	3/5/2002
LAWYER	HECTOR	3/10/2003
AMY	HENRY	10/21/2002
SAMUEL	HERRING	3/24/2003
ROBERT	HESTER	10/1/2003
MATT	HIBBS	3/19/2003
HAROLD	HICKS	3/10/2003
MICHAEL	HICKS	2/25/2002
JOSH	HILLEBRAND	1/7/2002
JUSTIN	HILSMEYER	3/1/2003
CARMEN	HINIKER	11/20/2002
MARION	HODGES	1/19/2004
JASON	HOFFMAN	1/14/2004
JEFF	HOLCOMB	5/10/2003
RONALD	HOLLAND	2/6/2002
PEHRY	HOLMLUND	3/7/2003
JAMIE	HOPPER	3/8/2004
SHANNAN	HORNUNG	9/8/2004
FLOYD	HUGHES	10/25/2004
SHARON	HUMMER	5/18/2004
DONALD	HUTCHISON	3/12/2003
FLORENCE	HUTMAN	12/13/2004
MIKE	ICENOGLE	3/24/2003
RONNIE	IHRIG	3/9/2004

Appendix A - 5

FIRST	LAST	HIRE
KYLE	INKROTT	3/31/2004
WALTER	IRELAND	3/16/2004
MARK	ISAAK	1/2/2004
RAMEY	ISRAEL	4/20/2003
DANNY	JACKSON	3/1/2003
THOMAS	JARRELL	1/19/2004
DANNIE	JARVIS	9/22/2003
DOUGLAS	JEFFERS	2/9/2004
JESSE	JENKINS	10/7/2002
SIDNAY	JOHNSON	4/28/2002
CHRISTOPHER	JOHNSON	10/1/2001
RICK	JOHNSON SR	2/11/2003
GREGORY	JONES	12/5/2002
CHARLIE	JONES	1/7/2002
DAVID	JOYNER	12/9/2003
ROBERT	KALINA JR.	3/25/2002
DAVID	KALTENBERG	8/31/2001
AMY	KASKA	12/9/2002
JAMES	KATS	10/25/2004
TIMOTHY	KELLY	10/4/2002
EDWARD	KENNEDY	3/24/2003
KEVIN	KENWORTHY JR	3/12/2003
ARTHUR	KESTER JR	2/25/2002
JAMES	KIERCE	1/16/2003,
WENDELL	KING	3/12/2003
BARBARA	KLINE	10/15/2002
JOSEPH	KLOTT	12/16/2002
MICHAEL	KRAL	1/21/2003
LEE	KRAMER	3/19/2002
ANTHONY	KRIEGEL	9/2/2003
GWEN	KROSCH	8/1/2003
DANIEL	KRUGER	2/20/2002
LINDA	KRUSE	4/13/2004
STACEY	LAMBRIGHT	3/1/2003
ANTHONY	LAWRENCE	11/7/2001
PHILLIP	LECKLIDER	4/8/2003
JERRY	LEE	2/16/2004
ROSA	LEE	12/16/2002
V. JEROME	LEWIS	9/4/2001
BRENDA	LOFTON	10/13/2003
JAMES	LUCAS	4/10/2002
JORGE	LUGO	12/8/2003
STEPHEN	LUTZ	12/9/2002

Appendix A - 6

FIRST	LAST	HIRE
RONNIE	LYNCH	11/30/2004
DAVID	LYNCH	8/19/2003
RICHARD	MAIN	2/18/2003
EUGENE	MALKEY	4/15/2003
JESSE	MARCH	2/2/2004
JAMIE	MARCUM	3/17/2003
TIM	MARKER	2/4/2002
WILLIAM	MARSHALL	2/11/2002
WESLEY	MARTIN	2/18/2004
CHARLES	MARTIN	4/11/2003
EMERTERIO	MARTINEZ	1/16/2003
MARVIN	MATTISON	12/17/2002
DAVID	MAURER	12/1/2002
RANDALL	MCCAMMON	3/3/2003
DEON	MCCONNELL	1/22/2002
JAMES	MCCRARY	8/31/2001
ROBERT	MCGILL	2/17/2003
WILLIAM	MCKENNEY JR	6/23/2003
JUDY	MCMAINS	6/9/2003
TIM	MEEKER	9/18/2002
JASON	MEFFORD	3/24/2003
SAMUEL	MIDGETT	12/17/2001
WILLIAM	MILLER	4/23/2003
GERALDINE	MILLER	10/17/2002
SCOTT	MILLMAN	3/1/2004
DAVE	MOSS	10/8/2002
BILLY	MOYE	9/7/2004
CHARLES	MURRAY	3/16/2004
STEPHEN	MUSSELMAN	4/5/2004
MATTHEW	NALE	3/15/2004
ANCLE	NICKLE	10/8/2001
DEE	NIESE	8/7/2001
MICHAEL	NORMAN	3/24/2003
DYMPNA	NORMAN	3/1/2003
KATHY	NORRIS	7/26/2004
DEBORAH	NORRIS	12/22/2003
JIMMY	NORTON	1/28/2003
PATRICK	O’BRIEN	4/14/2003
KATHY	ODOM	8/30/2004
GA1LYA	OLDS	2/9/2004
BRICE	OSENTOSKI	1/2/2003
WALTER	OSTING	4/12/2003
JOHN	OTEY	3/7/2003

Appendix A - 7

FIRST	LAST	HIRE
JOHN	PALMER	2/14/2003
ROY	PARKER	6/3/2002
W.C.	PARTEN	3/1/2003
ASHLEY	PATRICK	12/19/2003
JAMES	PEARCE	5/25/2004
RICKY	PERDUE	3/3/2003
DOYLE	PERRY	2/25/2002
AARON	PHILLIPS	5/1/2003
KYLE	PHILLIPS	10/16/2001
JAMIE	PITTS	3/11/2003
BRANDON	PONTIUS	10/6/2003
CHARLES	POST	9/29/2003
LYNETTE	POWELL	10/4/2004
JERRY	POYTHRESS	4/15/2002
JASON	PRICE	11/1/2004
KENNETH	PRINCE	9/22/2003
LARRY	PROCTOR	2/3/2003
JOHN	PRUITT	4/14/2003
JONATHAN	PRZYBYLSKI	3/28/2003
KURTIS	QUALMAN	4/14/2004
RICHARD	QUINN	9/30/2002
FRANCIS	RACICOT	10/20/2003
MELINDA	RADCLIFF	11/21/2002
JESSICA	RAMIREZ	10/6/2003,
KRISTY	RAMOS	8/27/2001
BRITTANY	RAYBURN	10/25/2004
JONAS	RAYNOR	3/17/2003
ORA	RHOADS	10/21/2002
RICKY	RICHARDSON	10/20/2003
ERVIN	RICHMOND	1/2/2003
TERRI	RICKMAN	10/8/2004
MATTHEW	RIEGE	3/4/2004
FORREST	ROBERTSON	3/10/2003
LARRY	ROBINSON	12/13/2001
BONIFACIO	RODRIGUEZ	8/13/2001
CHARLES	ROGISTER JR	1/14/2003
GWENOVYNE	ROUSE	1/27/2003
GARY	RUFFIN	4/15/2002
PATRICK	RYAN	9/15/2004
MARK	SAAKE	12/9/2002
WESTON	SANDERS	10/22/2001
DUANE	SARD SR	6/14/2004
PATRICIA	SAWVELL	1/29/2003

Appendix A - 8

FIRST	LAST	HIRE
TIMOTHY	SCHAER	4/9/2004
DONALD	SCHLAGER	4/28/2003
DUSTIN	SCHOETTMER	3/31/2003
CINDY	SCHRAMM	9/3/2002
GERALDINE	SCHULTZ	12/2/2004
WILLIAM	SCOTT	10/29/2001
JASON	SEAFLER	11/1/2003
JIMMY	SEARS	4/16/2003
JARED	SEE	4/12/2004
JAMES	SEILER	12/18/2002
JOHN	SELLERS	4/22/2002
MICHAEL	SHAW	2/4/2002
HENRY	SHAW JR	3/28/2003
TONY	SHEPHERD	9/28/2004
KYLE	SHIRK	12/18/2001
JAMES	SHORT	2/3/2003
PAUL	SILVEOUS	8/12/2003
JAMIE	SILVERTHORNE	3/4/2002
BRIAN	SIMS	10/31/2002
DARIN	SINGELTON	1/26/2004
JIMMY	SINGLETEARY II	8/28/2003
AUGUSTUS	SLADE	11/14/2002
DENNIS	SLY	3/24/2003
DOUGLAS	SMITH	10/4/2004
CHRISTOPHER	SMITH	1/23/2004
JASON	SMITH	5/5/2003
TERRY	SMITH	3/10/2003
CINDI	SMITH	2/18/2003
DARRELL	SNOW	8/23/2004
GEORGE	SPROUL JR	6/28/2004
DANNY	STARKS	10/28/2002
JOHN	STECHSCHULTE	3/24/2003
MATTHEW	STEWARD	10/27/2004
JUDY	STEWARD	9/27/2004
JEFF	STINSON	10/9/2004
JONATHAN	STONE	3/10/2003
JOHN	STORM JR	11/15/2004
RICHARD	STOWERS	3/11/2002
ROSIE	STRAITS	4/1/2003
JEFFREY	SUDDERTH	3/17/2003
JOHN	SURIES	3/11/2002
NANCY	SUTTON	3/22/2004
SETH	SWYERS	11/17/2003

Appendix A - 9

FIRST	LAST	HIRE
ISTVAN	SZABO JR	2/28/2003
TERRY	TAPSCOTT	10/7/2002
MARK	TAYLOR	4/1/2003
LINDA	TAYLOR	3/1/2003
ASHLEY	TAYLOR	10/22/2002
RANDY	TEW	3/31/2003
EDDIE	THOMAS	11/29/2004
CHRISTOPHER	THOMAS	11/1/2004
DOMINIC	THOMAS	10/14/2002
LACY	THOMAS JR	8/11/2001
VALISA	THOMPSON	5/5/2003
DAVID	TINNEY	3/17/2003
MARTIN	TISDALE	4/1/2003
RICKY	TOOTHMAN	8/11/2001
MICHAEL	TOSCHLOG	10/20/2003
LEWIS	TRAWICK	1/2/2002
TODD	TREXLER	4/10/2003
CURTIS	TROLLINGER	11/10/2003
CHRISTOPHER	TUCKER	10/1/2004
TIMOTHY	TUCKER	6/2/2003
BRIAN	UPDIKE	9/9/2002
ROBERT	UPTON	4/10/2003
JILL	UTRUP	4/7/2003
JOSEPH	VANDER WERFF	9/23/2002
JEFFREY	VANDERWERFF	5/13/2002
ANDREW	VAUGHAN	11/15/2004
RACHEL	VICKNER	6/9/2003
ROBBIE	WAGNER	10/4/2004
MIKE	WAGNER	4/19/2004
FREDRICK	WAGONER	2/4/2003
BART	WALTERS	4/12/2002
OWIN	WALTERS	10/15/2001
LINDY	WALTON	5/19/2003
WILLIS	WALTON	3/13/2003
BARRY	WARD	3/25/2003
RYAN	WARE	3/22/2004
THEODORE	WARES	5/17/2004
CHARLES	WARNER	10/17/2002
WILLIE	WASHINGTON	11/10/2003
JOHN	WATERMAN	4/15/2002
ANNA	WEATHERS	1/19/2004
TIMOTHY	WELLINGTON	3/9/2004
JARED	WEST	3/21/2002

Appendix A - 10

FIRST	LAST	HIRE
DOUGLAS	WILLEY	11/15/2004
SHIRLEY	WILLIAMS	5/2/2003
RANDOLPH	WILLIAMS	3/1/2003
DAVID	WILLS	8/19/2002
TROY	WINCHELL	1/13/2003
ANGELA	WINCHESTER	8/9/2004
RORY	WOODS	8/23/2004
JASON	WRIGHT	11/12/2000
JOHN	WYNN	4/11/2003
JOSHUA	YEAGER	8/26/2003,
OTIS	ZIMMERMAN	11/3/2003
RANDY	ZIRKLE	10/23/2003
RICKY	JOHNSON, JR	8/27/2003
MICHAEL	TERRACINO	9/24/2001
JACK	MIKLOVICH	9/2/2003
GARY	HIMES	9/10/2001
KARAN	CUNNINGHAM	3/17/2003
VIRGINA	HALSEY	1/2/2003
KOLLETTE	HAGAN	10/8/2001
MIKE	HOLLE	10/15/2003
JAMES	WHITE	2/17/2003
CATHY	CARMAN	10/9/2001
TODD	WEBER	1/20/2003
KIMBERLY	CARRINGTON	8/26/2002
RICHARD	THOMAS III	12/27/2001
THOMAS	SCHMITZ	1/2/2003
DAVID	ILES III	9/2/2003
WAYNE	KOTEWA	11/17/2003
RICHARD	GASKILL JR	4/1/2002
MARK	BEDSOLE	2/17/2003
KENNETH	MILLER	4/22/2003
JULIAN	ETHEREDGE	3/16/2002
JOE	JONES JR	11/25/2002
DAVE	CREQUE	9/18/2002
JOHN	HARLESS	2/3/2003
MELANIE	CONNER	3/27/2003
CATHY	HORT	1/31/2002
MARK	GROVER JR	7/25/2001
ROY	HICKEY	3/31/2003
PEGGY	STRAHLER	2/18/2002
MICHAEL	FINLEY	4/22/2002
JOHN	CAMPBELL	2/11/2002
JAMES	JONES	3/14/2003

Appendix A - 11

FIRST	LAST	HIRE
ANN	PICKENS	2/3/2003
TROY	BRADLEY	3/18/2002
MARCIA	HERRIOTT	2/24/2003
ARCHIE	PROCTOR, JR,	2/3/2003
JOSEPH	FORTMAN	4/21/2003
CECIL	SAIN	5/6/2002
ELTON	VASS JR	8/26/2002
MARK	POWELL	2/24/2003
WAYNE	DANIELS	3/1/2003
ERIC	MOORHEAD	4/14/2003
CHARLES	WALKER	10/7/2002
JARED	SKINNER	9/30/2002
ROBERT	STUCK	1/6/2003
DOUG	PICKLES	9/18/2002
JAMES	STANCIL	8/27/2001
ANDREW	SMITH	2/17/2003
GREGORY	WHITESELL	1/24/2003
STEPHEN	SCHERDER	9/21/2001
SCOTT	STEVENSON	4/28/2003
WARREN	COCKFIELD	1/6/2003
TODD	STUDENKA	9/18/2002
JUANITA	BARRICKLOW	1/1/2003
JOHN	ENGELMANN	4/15/2002
MARK	BENNETT	3/1/2003
MICHAEL	BOEGLIN	4/22/2002
ALAN	SCHMIDT	8/18/2003
JAMES	BELEW	5/31/2002
TIMOTHY	HUMAN	3/10/2003
JAMES	HUBBARD	12/1/2003
KEVIN	HOOK	9/11/2003
VICTOR	CAPRON	1/31/2003
GLEN	ROETHLER	9/22/2003

Appendix A - 12

APPENDIX B

PARTICIPATING EMPLOYERS

Participating Employer	Effective Date
Royster-Clark, Inc. (Royster-Clark, Inc.	January 1, 2007
merged into Crop Production Services, Inc. effective as of July 1, 2007) United Agri Products, Inc.	December 31, 2008
Loveland Industries, Inc.	December 31, 2008
Platte Chemical Co.	December 31, 2008
Snake River Chemical, Inc.	December 31, 2008
Transbas, Inc.	December 31, 2008
Loveland Products, Inc.	December 31, 2008
UAP Distributions, Inc.	December 31, 2008
Levelland Delinting, Inc.	December 20, 2012
Raley Bros. LLC	January 11, 2013
Superior Deshler, Inc.	April 17, 2013
Inness Farm Supply	May 17, 2013
L&M Fertilizer	December 16, 2013

Appendix B

APPENDIX C

SERVICE CREDIT FOR PRIOR EMPLOYMENT WITH CERTAIN BUSINESSES

BUSINESS	TRANSACTION DATE
George Smith Ag Services, Inc.	November 30, 2012 through February 28, 2013
Urwiler Oil & Fertilizer, Inc.	November 14, 2012
Bighorn AG Services Inc.	March 26, 2012
Ritter Crop Services	February 27, 2012
Aqumix, Inc.	November 9, 2011
Midland Ag Center, Inc.	August 16, 2011
Michlig Agri Center, Inc.	August 12, 2011
International Mineral Technologies	July 7, 2011
Southwest Ag, Inc.	March 25, 2011
Terragro, Inc.	March 10, 2011
Walton Agri Service, Inc.	February 10, 2011

Appendix C

EX-4.8

Exhibit 4.8

AMENDMENT NO. 1

to the

AGRIUM U.S. RETAIL 401(k) SAVINGS PLAN

This Amendment No. 1 is made to the Agrium U.S. Retail 401(k) Savings Plan, as most recently amended and restated effective January 1, 2014, to incorporate effective January 1, 2015 certain limitations on investment into the Employer Common Stock Fund.

1. The following Article 8 INVESTMENT OF CONTRIBUTIONS is amended and restated in its entirety to read as follows effective January 1, 2015:

ARTICLE 8

INVESTMENT OF CONTRIBUTIONS

8.1 Investment Funds. The agreement entered into between the Company and the Funding Agent pursuant to Section 14.1 to invest and retain the assets of the Plan shall provide at least four (4) investment fund options in which Participants can invest their Pretax Contributions, After-tax Contributions, Employer Matching Contributions, Employer Safe Harbor Matching Contributions, Employer Basic Contributions, Employer Additional Matching Contributions, Qualified Non-elective Contributions, Rollover Contributions and Catch-up Contributions. Those funds shall be selected by the Committee, including an Employer Common Stock Fund — a fund invested in the common stock of the Employer. Effective for contributions on and after September 1, 2009 through December 31, 2014, no Employer Matching Contributions, Employer Safe Harbor Matching Contributions, Employer Basic Contributions, Employer Additional Matching Contributions or Qualified Non-elective Contributions can be invested in an Employer Common Stock Fund.

Pending investment and disbursement, the Fund may be invested in investments of a short-term nature.

8.2 Election of Investment Fund for Contributions. A Participant shall direct, at the time he becomes a Participant in the Plan or on forms and in the manner prescribed by the Committee, the investment funds described in Section 8.1 in which his Pretax Contributions, After-tax Contributions, Employer Matching Contributions, Employer Safe Harbor Matching Contributions, Employer Basic Contributions, Employer Additional Matching Contributions, Rollover Contributions and Catch-up Contributions are to be invested. Each Participant may direct that his Participant Contributions be invested in one or more Funds except that effective for contributions on and after September 1, 2009 through December 31, 2014, no Employer Matching Contributions, Employer Safe Harbor Matching Contributions, Employer Basic Contributions, Employer Additional Matching Contributions or Qualified Non-elective Contributions can be invested in an Employer Common Stock Fund. Qualified Non-elective Contributions shall be invested in the same manner as the Participant’s Employer Matching Contributions are directed to be invested. If the Participant elects to have his deposits invested in more than one fund, the investment in each fund must be an even multiple of 1% of the total Participant’s contributions. Notwithstanding the foregoing, effective January 1, 2015, a Participant may not direct the investment of more than 20% of the Participant’s Pretax Contributions or Catch-up Contributions per payroll into the Employer Common Stock Fund nor more than 20% of any Employer contributions or other contributions into the Employer Common Stock Fund. In the event that no investment direction is given by the Participant, then the entire amount shall be invested in the fund designated by the Committee as the default investment option.

8.3 Change in Election of Investment Fund for Future Contributions. Subject to the limitations of Section 8.2, any investment election directed by the Participant shall continue in effect until changed by the Participant. A Participant may change the type of investment election to be applicable to his future contributions subject to the limitations of Section 8.2. Any change in investment election will be determined in accordance with procedures for implementing such change to be determined by the Committee. Any such procedure will be applied uniformly to all Participants.

8.4 Change in Election of Investment Fund for Past Contributions. Subject to any limitations imposed by the Funding Agent and/or the Committee and the limitations set forth in this Section 8.4, a Participant may in the manner prescribed by the Committee, transfer all or a portion of the value of his Accounts from one investment fund to another fund. Effective January 1, 2015, no Participant may transfer all or a portion of the value of the Participant’s Accounts from one investment fund to the Employer Common Stock Fund to the extent that such transfer would cause the value of the Participant’s interest in the Employer Common Stock Fund to exceed 20% of the total value of the Participant’s Accounts under the Plan, determined in accordance with procedures established by the Committee uniformly applied to all Participants. Transfers may be made at any time during the Plan Year and shall become effective on the business day following the date that instructions are properly conveyed to the Committee, or as soon as practicable thereafter. The Plan does not impose restrictions or conditions on the Participant’s ability to direct divestment of the Participant’s interest in the Employer Common Stock Fund and reinvestment in other Plan investment funds other than restrictions or conditions imposed by reason of the application of securities laws or as otherwise permitted under Treas. Reg. § 1.401(a)(35)-1 or other applicable guidance.

2. In all other respects, the Plan, as amended, shall continue in full force and effect.

Pursuant to the authority delegated to the Committee, this amendment has been signed by SVP, HR [Title] on the date set forth below:

PENSION COMMITTEE
By:
Title:	Senior VP, HR

Date: 12/16/2014

2

EX-4.9

Exhibit 4.9

AGRIUM 401(K) SAVINGS PLAN FOR UNION EMPLOYEES AT

FLORENCE, AL; MULBERRY, FL & AMERICUS, GA

ADOPTED USING

T. ROWE PRICE RETIREMENT PLAN SERVICES, INC.

PDS PREMIER™ VOLUME SUBMITTER 401(k) SAVINGS/PS PLAN

ADOPTION AGREEMENT NO. 001

WITH

BASE PLAN DOCUMENT NO. 01

1 ©2014 Plan Document Systems™

TABLE OF CONTENTS

SECTION 1.	SERVICE PROVIDER INFORMATION	1
SECTION 2.	PLAN SPONSOR INFORMATION	1
SECTION 3.	PARTICIPATION BY OTHER EMPLOYERS	1
SECTION 4.	GENERAL PLAN INFORMATION	2
SECTION 5.	PLAN ADMINISTRATOR AND INVESTMENT FIDUCIARY INFORMATION	3
SECTION 6.	MERGERS AND SPIN-OFFS	3
SECTION 7.	GRANDFATHERED PROVISIONS	3
SECTION 8.	PERMITTED CONTRIBUTIONS	4
SECTION 9.	COVERED EMPLOYEES	4
SECTION 10.	ELIGIBILITY FOR PARTICIPATION	7
SECTION 11.	GENERAL SERVICE CREDITING PROVISIONS	10
SECTION 12.	RETIREMENT DATES	11
SECTION 13.	COMPENSATION	12
SECTION 14.	EMPLOYEE CONTRIBUTIONS	15
SECTION 15.	EMPLOYER MATCHING CONTRIBUTIONS	18
SECTION 16.	EMPLOYER NONELECTIVE CONTRIBUTIONS	21
SECTION 17.	SAFE HARBOR EMPLOYER CONTRIBUTIONS	24
SECTION 18.	EMPLOYER QUALIFIED NONELECTIVE CONTRIBUTIONS	25
SECTION 19.	ADDITIONAL REQUIREMENTS FOR RECEIVING EMPLOYER CONTRIBUTIONS	25
SECTION 20.	ALLOCATIONS FOR EMPLOYEES WHO DIE OR BECOME DISABLED WHILE ENGAGED IN QUALIFIED MILITARY SERVICE	27
SECTION 21.	VESTING OF EMPLOYER CONTRIBUTIONS	27
SECTION 22.	CONTRIBUTION LIMITATIONS	31
SECTION 23.	INVESTMENT OF PARTICIPANT ACCOUNTS	33
SECTION 24.	LOANS	34
SECTION 25.	HARDSHIP WITHDRAWALS	34
SECTION 26.	NON-HARDSHIP WITHDRAWALS	35
SECTION 27.	TIMING OF DISTRIBUTIONS	38
SECTION 28.	FORMS OF PAYMENT	40
SECTION 29.	MISCELLANEOUS DISTRIBUTION PROVISIONS	41
SECTION 30.	MISCELLANEOUS	41
SECTION 31.	VOLUME SUBMITTER INFORMATION	43
SECTION 32.	EXECUTION	44
ADDENDUM A
	INTERIM RETROACTIVE COMPLIANCE AMENDMENT EFFECTIVE DATES	46

2

AGRIUM 401(K) SAVINGS PLAN FOR UNION EMPLOYEES AT FLORENCE, AL; MULBERRY, FL

& AMERICUS, GA

ADOPTED USING

VOLUME SUBMITTER ADOPTION AGREEMENT NO. 001 WITH BASE PLAN DOCUMENT NO. 01

SECTION 1. SERVICE PROVIDER INFORMATION
1.1	SERVICE PROVIDER’S NAME AND ADDRESS
	Name:	T. Rowe Price Retirement Plan Services, Inc.
	Address:	P.O. Box 89000
		Baltimore, MD 21289
SECTION 2. PLAN SPONSOR INFORMATION
2.1	PLAN SPONSOR NAME, ADDRESS, PHONE NUMBER, AND EMPLOYER IDENTIFICATION NUMBER (EIN)
	Name:	Agrium U.S. Inc.
	Address:	13131 Lake Fraser Drive S.E.
		Calgary, Alb T2J7E8
	Phone:	(403) 225-7182
	EIN:	91-1589568

2.2	PLAN SPONSOR’S FISCAL YEAR means the 12-consecutive month period:
	a.	☒	Beginning on January 1st (month day, e.g., January 1st).
	b.	☐	Other:                                                                                            (must be the period used for IRS reporting purposes)
2.3	TYPE OF ENTITY
	a.	☒	C-corporation (including LLC taxed as a corporation)
	b.	☐	Partnership (including LLP)
	c.	☐	S-corporation
	d.	☐	Tax exempt/not for profit
	e.	☐	LLC taxed as a partnership or sole proprietorship
	f.	☐	Professional services corporation
	g.	☐	Professional employer organization (employee leasing organization)
	h.	☐	Other:                                                                                                                                             (must be a legal entity recognized under federal income tax laws)
SECTION 3. PARTICIPATION BY OTHER EMPLOYERS
3.1	PARTICIPATION BY OTHER EMPLOYERS
	a.	☒	Single employer plan (only the Plan Sponsor and/or Related Employers participate in the Plan.)
		i.	☐ All Related Employers participate in the Plan unless excluded in Section 9, Covered Employees, below
	b.	☐	Multiple employer plan (Plan may be adopted by un-related employers.)
	c.	Each participating Employer shall complete a participation agreement and submit it to the Plan Sponsor or its agent.         (Each participating Employer must be a legal entity recognized under federal income tax laws.)

1

SECTION 4. GENERAL PLAN INFORMATION
4.1	PLAN TYPE:
	a.	☒	401(k) only
	b.	☐	401(k) and profit-sharing
	c.	☐	Profit-sharing only
4.2	PLAN NAME: Agrium 401(k) Savings Plan for Union Employees at Florence, AL; Mulberry, FL & Americus, GA
4.3	PLAN NUMBER: 022
4.4	PLAN EFFECTIVE DATES
	a.	☐	This is a new Plan effective                                      (month/day/year)
			(May not be earlier than the first day of the Plan Year in which the Plan is adopted)
		i.	☐	The Plan includes a CODA that is effective after the Plan effective date. CODA effective date:
				(month/day/year)
				(May not be earlier than the date the Employer adopts the CODA)
	b.	☒	This is an amendment and restatement of a plan originally effective January 1, 1997 (month/day/year). The effective date of this amendment and restatement is January 1, 2016 (month/day/year). Except as otherwise specifically indicated in Section 4.5 or in the Interim Retroactive Compliance Amendment Effective Dates Addendum, the restated Plan applies only to Covered Employees who retire, die, or otherwise terminate their employment on or after the restatement effective date.
			(If this is the initial PPA restatement of the Plan, the restatement effective date should be the 1st day of the current Plan Year. The Interim Retroactive Compliance Amendment Effective Dates Addendum includes appropriate retroactive effective dates to comply with law changes since EGTRRA.)
		i.	☐	The Plan name was changed upon restatement. Prior plan name:
		ii.	☐	The Plan includes a new CODA that is effective after the restatement effective date. CODA effective date:
				(month/day/year)
				(May not be earlier than the date the Employer adopts the CODA)
4.5	VARYING EFFECTIVE DATES
	a.	☐	Special effective dates apply to Plan provisions that cannot be specified elsewhere in this Adoption Agreement (e.g., certain
			provisions are effective after the plan/restatement effective date). Other specified Plan provisions and their effective dates are:
			Note: Any special effective dates specified above must comply with Code Section 401(b).
4.6	FROZEN PLAN
	a.	☐	The Plan is frozen effective:                                                           (month/day/year)
			(Regardless of any other Plan provisions, no further contributions shall be made by or on behalf of a Participant after the freeze effective date. If the Plan is freezing part way through a Plan Year, the Adoption Agreement will reflect the contribution provisions that were in effect prior to the freeze date.)
4.7	PLAN YEAR means:
	a.	The 12-consecutive-month period beginning January 1st and ending December 31st.
		i.	☐	There has been a change in the Plan Year.
			A.	Original Plan Year is the 12-consecutive-month period beginning                              and ending                             .
			B.	Short Plan Year due to change beginning on                                  (month/day/year) and ending on
				(month/day/year)

2

		ii.	☐ There is a short initial Plan Year beginning on                             (Plan’s original effective date: month/day/year) and ending on                            (month/day/year)
4.8	LIMITATION YEAR MEANS:
	a.	☒	Plan Year
	b.	☐	Plan Sponsor’s fiscal year
	c.	☐	Calendar year
	d.	☐	Other specified 12-consecutive month period:
SECTION 5. PLAN ADMINISTRATOR AND INVESTMENT FIDUCIARY INFORMATION
5.1	PLAN ADMINISTRATOR NAME, ADDRESS, AND TELEPHONE NUMBER
	a.	☒	Plan Sponsor (use Plan Sponsor’s address and telephone number)
	b.	☐	Use name, address and telephone number below:
	Name:
	Address:
	Phone:
5.2	INVESTMENT FIDUCIARY NAME, ADDRESS, AND TELEPHONE NUMBER
	a.	☒	Plan Sponsor (use Plan Sponsor’s address and telephone number)
	b.	☐	Plan Administrator (use Plan Administrator’s address and telephone number)
	c.	☐	Use name, address and telephone number below:
	Name:
	Address:
	Phone:
SECTION 6. MERGERS AND SPIN-OFFS
6.1	SPIN-OFF PLAN
	a.	☐	The Plan is a spin-off from:                                                                                                                           (name of other plan)
6.2	MERGER DOCUMENTATION
	a.	☐	Other plan(s) merged into the existing Plan.
SECTION 7. GRANDFATHERED PROVISIONS
7.1	☐	GRANDFATHERED ANNUITIES.
7.2	☐	GRANDFATHERED IN-SERVICE WITHDRAWAL PROVISIONS.
7.3	☐	GRANDFATHERED VESTING SCHEDULES.
7.4	☐	GRANDFATHERED PROVISIONS FOR DETERMINING VESTED INTEREST UPON DISTRIBUTION WHILE PARTIALLY VESTED.
7.5	☐	GRANDFATHERED TREATMENT OF FORFEITED AMOUNTS ON REEMPLOYMENT.

3

SECTION 8.			PERMITTED CONTRIBUTIONS
8.1	EMPLOYEE CONTRIBUTIONS. The Plan includes the following Employee Contributions: (select all that apply)
	a.	☒	401(k) Contributions
		i.	☒	Pre-Tax 401(k) Contributions
		ii.	☐	Roth 401(k) Contributions
	b.	☐	After-Tax Contributions. The following type(s) of After-Tax Contributions are included in the Plan: (select all that apply)
		i.	☐	Ongoing After-Tax Contributions
		ii.	☐	Transferred After-Tax Contributions
		iii.	☐	Frozen After-Tax Contributions
	c.	☒	Rollover Contributions.
8.2	EMPLOYER CONTRIBUTIONS. The Plan includes the following Employer Contributions: (select all that apply)
	a.	☐	Current Nonelective Contributions
	b.	☐	Prior Nonelective Contributions
	c.	☐	Current Matching Contributions (other than Safe Harbor Contributions)
	d.	☐	Prior Matching Contributions (other than Prior Safe Harbor Contributions)
	e.	☒	QNECs
	f.	☐	Prior Safe Harbor Contributions
	g.	☐	Current Safe Harbor Contributions:
		i.	☐	Non-QACA Safe Harbor Matching Contributions
		ii.	☐	Non-QACA Safe Harbor Nonelective Contributions
		iii.	☐	QACA Safe Harbor Matching Contributions
		iv.	☐	QACA Safe Harbor Nonelective Contributions
	h.	☐	Prior Money Purchase Pension Plan Contributions
	i.	☐	Prevailing Wage Law Contributions
SECTION 9.			COVERED EMPLOYEES
(Note: Unless otherwise elected below, for purposes of Sections 9.1 and 9.2, Employee Contributions include 401(k) Contributions, Rollover Contributions, and After-Tax Contributions, as applicable. Unless otherwise elected below, for purposes of Sections 9.1 and 9.2, Matching Contributions include Regular, Additional Discretionary, and/or True-Up Matching Contributions and QMACs and Nonelective Contributions include Standard and Additional Discretionary Nonelective Contributions, as applicable.)
9.1	COVERED EMPLOYEES INCLUDE. Subject to any exclusions selected in 9.2 below, Covered Employees include the following:
					All Contributions	Employee	Matching	Nonelective	QNEC	Safe Harbor1
	a.	All Employees of			1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
		participating Employer
	b.	Only hourly rate Employees			1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
	c.	Only salaried Employees			1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
	d.	Only collectively-bargained Employees (less than 50% of which are officers or executives) Name of the union(s):			1. ☒ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
		Florence, AL, Mulberry, FL, and Americus, GA union employees covered by collective bargaining agreements with Agrium U.S. Inc. or its affiliates.

4

e.	Only PEO worksite				1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
	Employees2
	i.	Covered Employees
		include Employees of			1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
		the Plan Sponsor
f.	Only the following
	Employees3:				1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
		1Note: Covered Employees for purposes of Safe Harbor Contributions should correspond to Covered Employees for 401(k) purposes.
		2Note: PEO worksite employees are Employees compensated by the Plan Sponsor for providing services to an Employer pursuant to a service agreement between the Plan Sponsor and the Employer, provided that (i) the Plan Sponsor and the Employer classify such Employees as PEO worksite Employees and (ii) the Employer directs, supervises and controls their work.
g.	☐	Covered Employees eligible to make After-Tax Contributions differ from Covered Employees eligible to make 401(k)
		Contributions
	i.	Fill in letter that corresponds to Employees described above who are eligible to make After-Tax Contributions:________
		A.	☐	If d is selected above, fill in name of union:___________________________________________________
		B.	☐	If f is selected above, fill in covered group3:___________________________________________________
h.	☐	Covered Employees for Additional Discretionary Matching Contributions differ from Covered Employees identified above as
		eligible for Matching Contributions
	i.	Fill in letter that corresponds to Employees described above who are eligible for Additional Discretionary Matching Contributions:_________
		A.	☐	If d is selected above, fill in name of union:___________________________________________________
		B.	☐	If f is selected above, fill in covered group3:___________________________________________________
i.	☐	Covered Employees for True-Up Matching Contributions differ from Covered Employees identified above as eligible for
		Matching Contributions
	i.	Fill in letter that corresponds to Employees described above who are eligible for True-Up Matching Contributions:_________
		A.	☐	If d is selected above, fill in name of union:___________________________________________________
		B.	☐	If f is selected above, fill in covered group3:___________________________________________________
j.	☐	Covered Employees for Additional Discretionary Nonelective Contributions differ from Covered Employees identified above as
		eligible for Nonelective Contributions
	i.	Fill in letter that corresponds to Employees described above who are eligible for Additional Discretionary Nonelective
		Contributions:______
		A.	☐	If d is selected above, fill in name of union:___________________________________________________
		B.	☐	If f is selected above, fill in covered group3:___________________________________________________
				3Note: If f is selected above for any contribution source, the covered class must be definitely determinable and may not be defined to restrict the NHCEs eligible to participate in the Plan to those NHCEs with the lowest amount of Compensation and/or shortest period of service and who may represent the minimum number of such Employees necessary to satisfy coverage under Code Section 410(b). If the covered class of Employees is defined by reference to their expected hours worked, any Employee who is excluded based solely on expected hours will nevertheless become a Covered Employee on the date he first reaches age 21 and has completed at least 1,000 Hours of Service in the 12-consecutive-month period beginning on his employment date or any Plan Year beginning after that date. The covered class may not be defined in a manner that excludes Employees on the basis of attainment of a specified maximum age.

5

9.2	COVERED EMPLOYEES EXCLUDE. Select available options below:
	(Note: Persons classified by the Employer as independent contractors such that the Employer does not withhold income or employment taxes from their pay and who are recharacterized by the DOL, another agency, or a court as Employees of the Employer, are automatically excluded from coverage unless and until the Employer elects to extend coverage to such persons.)

		All Contributions	Employee	Matching	Nonelective	QNEC	Safe Harbor1
a.	Leased Employees	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
b.	Self-Employed Individuals (Either (1) the Employer has no Self-Employed Individuals; or (2) the Employer has Self-Employed Individuals and they are excluded from participating.)	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
c.	Collectively-bargained Employees	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
	i.      Include bargained Employees covered by an agreement that provides for their participation.	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
d.	Non-resident aliens who do not have United States source income	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
e.	Highly Compensated Employees (HCEs)	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
f.	Partners	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
g.	Key employees	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
h.	Employees who are residents of Puerto Rico	1. ☒ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
i.	Covered Employees acquired in an asset or stock acquisition, merger or similar transaction described in Code Section 410(b)(6)(C).	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
	i.      Exclude such Employees until the earlier of (i) the date the Employer extends coverage to them or (ii) the end of the transition period under Code Section 410(b)(6)(C)(ii)	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
	ii.     Exclude such Employees until the Employer extends coverage to them	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
j.	Employees at the following locations:__________________	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
	__________________________________________
k.	Employees who are not employed at the following covered location(s):	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
	___________________________________________
	___________________________________________
	__________________________________________

6

l.	Other excluded Employees2:
		1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐

1 Note: Covered Employee exclusions for purposes of Safe Harbor Contributions should correspond to Covered Employee exclusions for 401(k) purposes, except exclusions of HCEs or exclusion of mandatorily disaggregated Employee groups (e.g., collectively bargained Employees and non-bargained Employees).
m.	☐	Employees excluded from eligibility to make After-Tax Contributions differ from Employees excluded from eligibility to make
		401(k) Contributions
	i.	Fill in letter(s) corresponding to Employees described above who are not eligible to make After-Tax Contributions:_______
		A.	☐	If j is selected above, fill in excluded locations:___________________________________________________
		B.	☐	If k is selected above, fill in covered locations:___________________________________________________
		C.	☐	If l is selected above, fill in excluded group2:___________________________________________________
n.	☐	Employees excluded from eligibility for Additional Discretionary Matching Contributions differ from Employees identified above as excluded from eligibility for Matching Contributions
	i.	Fill in letter(s) corresponding to Employees described above who are not eligible for Additional Discretionary Matching Contributions:_______
		A.	☐	If j is selected above, fill in excluded locations:___________________________________________________
		B.	☐	If k is selected above, fill in covered locations:___________________________________________________
		C.	☐	If l is selected above, fill in excluded group2:___________________________________________________
o.	☐	Employees excluded from eligibility for True-Up Matching Contributions differ from Employees identified above as excluded
		from eligibility for Matching Contributions
	i.	Fill in letter(s) corresponding to Employees described above who are not eligible for True-Up Matching Contributions:______
		A.	☐	If j is selected above, fill in excluded locations:___________________________________________________
		B.	☐	If k is selected above, fill in covered locations:___________________________________________________
		C.	☐	If l is selected above, fill in excluded group2:___________________________________________________
p.	☐	Employees excluded from eligibility for Additional Discretionary Nonelective Contributions differ from Employees identified
		above as excluded from eligibility for Nonelective Contributions
	i.	Fill in letter(s) corresponding to Employees described above who are not eligible for Additional Discretionary Nonelective
		Contributions:________
		A.	☐	If j is selected above, fill in excluded locations:___________________________________________________
		B.	☐	If k is selected above, fill in covered locations:___________________________________________________
		C.	☐	If l is selected above, fill in excluded group2:___________________________________________________
				(The restrictions described in the Note to l above apply if l is selected for Additional Discretionary Nonelective Contributions, e.g., the covered class may not be defined to restrict the eligible NHCEs to those with the lowest Compensation, and regardless of how the covered class is defined, the Plan will be administered in compliance with the minimum age and service requirements under Code Section 410(a).)
2 Note: The covered class must be definitely determinable and may not be defined to restrict the NHCEs eligible to participate in the Plan to those NHCEs with the lowest amount of Compensation and/or shortest period of service and who may represent the minimum number of such Employees necessary to satisfy coverage under Code Section 410(b). If Employees are excluded on the basis of their expected hours worked, any Employee who is excluded based solely on expected hours will nevertheless become a Covered Employee on the date he first reaches age 21 and has completed at least 1,000 Hours of Service in the 12-consecutive-month period beginning on his employment date or any Plan Year beginning after that date. Employees may not be excluded on the basis of attainment of a specified maximum age.

SECTION 10. ELIGIBILITY FOR PARTICIPATION

(Note: Unless otherwise elected below, Employee Contributions include 401(k) Contributions, Rollover Contributions, and After-Tax Contributions, as applicable. Unless otherwise elected below, Matching Contributions include Regular, Additional Discretionary, and/or True-Up Matching Contributions and QMACs and Nonelective Contributions include Standard and Additional Discretionary Nonelective Contributions, as applicable.)

7

10.1	AGE AND SERVICE REQUIREMENTS:
				All Contributions	Employee	Matching	Nonelective	QNEC	Safe Harbor
	a.	Different age and/or service
		requirements apply for		1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
		different Employee groups
	b.	No age or service requirement		1. ☒ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
	c.	Age requirement (£ 21)		1. ☐ ___ OR	2. ☐ ___	3. ☐ ___	4. ☐ ___	5. ☐ ___	6. ☐ ___
	d.	___	(< 21) for Covered
		Employees described below
		and age 21 for all others
		Group to which specified age
		applies:		1. ☐ ___ OR	2. ☐ ___	3. ☐ ___	4. ☐ ___	5. ☐ ___	6. ☐ ___
		________________________
		(must be non-discriminatory,
		definitely determinable
		Employee group)
	e.	1 year of Eligibility Service		1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
		i.	Hours of Service	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
		ii.	Elapsed time	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
	f.	2 years of Eligibility Service		1. ☐ OR
		(Contributions must be 100%		(select only if	2. N/A	3. ☐	4. ☐	5. N/A	6. N/A
		vested.)		ps only)
		i.	Hours of Service	1. ☐ OR	2. N/A	3. ☐	4. ☐	5. N/A	6. N/A
		ii.	Elapsed time	1. ☐ OR	2. N/A	3. ☐	4. ☐	5. N/A	6. N/A
	g.	Specified number of days of service
		(elapsed time) (£ 365 for 401(k)
		Contributions; £ 730 for other		1. ☐ ___ OR	2. ☐ ___	3. ☐ ___	4. ☐ ___	5. ☐ ___	6. ☐ ___
		contributions and if > 365 such
		contributions must be 100% vested)
	h.	Specified number of months of
		service (elapsed time)
		(£ 12 for 401(k) Contributions; £		1. ☐ ___ OR	2. ☐ ___	3. ☐ ___	4. ☐ ___	5. ☐ ___	6. ☐ ___
		24 for other contributions and if >
		12 such contributions must be
		100% vested)
	i.	Earlier of (i) the end of the
		specified number of consecutive
		months of employment, provided
		the Employee has completed the		1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
		specified number of Hours of
		Service or (ii) 1 year of Eligibility
		Service
		i.	Required consecutive months	1. ___ OR	2. ___	3. ___	4. ___	5. ___	6. ___
			of employment (£ 12)
		ii.	Required Hours of Service (£	1. ___ OR	2.___	3. ___	4. ___	5. ___	6. ___
			1,000)
		A year of Eligibility Service is
		credited using the following method
		iii.	Hours of Service	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
		iv.	Elapsed time	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐

8

	j.	Employees who are regularly scheduled to work at least 1,000 hours per year must complete the specified number of months of employment, otherwise 1 year of Eligibility Service				1. ☐ ___ OR	2. ☐ ___	3. ☐ ___	4. ☐ ___	5. ☐ ___	6. ☐ ___
		A year of Eligibility Service is credited using the following method:
		i.	Hours of Service			1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
		ii.	Elapsed time			1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐	6. ☐
	k.	☐	Age and service requirements for eligibility to make After-Tax Contributions differ from eligibility requirements specified in the Table above for 401(k) Contributions
	l.	☐	Age and service requirements for eligibility for Additional Discretionary Matching Contributions differ from eligibility
			requirements specified in the Table above for Matching Contributions
	m.	☐	Age and service requirements for eligibility to make True-Up Matching Contributions differ from eligibility requirements
			specified in the Table above for Matching Contributions
	n.	☐	Age and service requirements for eligibility for Additional Discretionary Nonelective Contributions differ from eligibility
			requirements specified in the Table above for Nonelective Contributions
10.2	SPECIAL ELIGIBILITY SERVICE CREDITING PROVISIONS:
	a.	Hours of Service method (complete if Hours of Service crediting is selected in 10.1 above)
		i.	Specify the number of Hours of Service that must be completed in an eligibility computation period for one year of Eligibility
			Service:
			A.	☐	1,000 hours
			B.	☐	Other                                (< 1,000) hours
		ii.	☐	The eligibility computation period switches to the Plan Year
		iii.	☐	Covered Employees satisfy the Eligibility Service requirement upon completing the required number of hours without waiting until the end of the eligibility computation period
	b.	Breaks in Eligibility Service (select all that apply)
		i.	☐	If a non-vested, former Employee is reemployed after 5 consecutive Breaks in Eligibility Service, his Eligibility Service earned before the break is excluded upon re-hire.1
			A.	☐	5-year break rule applies only if an Employee terminates employment before becoming eligible.
		ii.	☐	If the Plan requires more than 1 year of Eligibility Service to participate, an Employee who terminates employment and incurs a Break in Eligibility Service before meeting the service requirement loses all prior Eligibility Service.
		iii.	☐	If an Employee incurs a Break in Eligibility Service following termination of employment, his eligibility computation period under the Hours of Service method is re-determined using his reemployment date as the first day of the initial computation period (must select if 10.2b.i or 10.2b.ii is selected above).
					1Note: A break in service under the elapsed time rules means a 12-consecutive-month period beginning on an Employee’s Severance Date (and anniversaries of that date) in which he does not work any hours.
10.3	ENTRY DATES
							All Contributions	Employee	Matching	Nonelective	Safe Harbor
	a.	Daily					1. ☒ OR	2. ☐	3. ☐	4. ☐	5. ☐
	b.	First day of each calendar month					1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐
	c.	First day of each payroll period					1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐
	d.	Quarterly: _________________					1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐
		(month/day)
	e.	Semi-annually:
		_____________________					1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐
		(month/day)

9

	f.	Annually1:		1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐
		(month/day)
	g.	Other dates1:		1. ☐ ___ OR	2. ☐ ___	3. ☐ ___	4. ☐ ___	5. ☐ ___
	1Note:Entry Dates must be at least semi-annual if the age requirement is >20 1⁄2 or the service requirement is > 6 months, unless 10.4c. is selected.
10.4	EFFECTIVE DATE OF PARTICIPATION:
	Covered Employees are eligible to participate as of the Entry Date:			All Contributions	Employee	Matching	Nonelective	Safe Harbor
	a.	Coinciding with or next following satisfaction of eligibility requirements1		1. ☒ OR	2. ☐	3. ☐	4. ☐	5. ☐
	b.	Following satisfaction of eligibility requirements1		1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐
	c.	Preceding satisfaction of eligibility requirements		1. N/A	2. N/A	3. ☐	4. ☐	5. ☐
			1Note: These options may only be selected if (i) Entry Dates are at least semi-annual or (ii) any applicable age requirement is £ 20 1⁄2 and any applicable service requirement is £6 months.
10.5	SPECIAL ENTRY PROVISIONS:
				All Contributions	Employee	Matching	Nonelective	Safe Harbor
	a.	Persons employed as of ______ participate immediately regardless of whether they have met the following requirements:
		i.	Age requirement	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐
		ii.	Service requirement	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐
SECTION 11.			GENERAL SERVICE CREDITING PROVISIONS
11.1	ELAPSED TIME SERVICE CREDITING
	a.	☐	Service is credited for approved leaves of up to 2 years
			(Service under the elapsed time rules is only required to be credited to an Employee who is absent from employment without otherwise terminating for the 1st 12 months of absence. This option imputes service for up to an additional 12 months of absence. This imputed service may cause a discrimination issue if HCEs benefit more than non-HCEs.)
	b.	☐	Service is credited for 2nd year of Maternity/Paternity Absence
			(Under elapsed time rules, an Employee on a Maternity/Paternity Absence is required to receive service credit for the first 12 months of such absence. If he is absent for more than 12 months, the 2nd 12 months does not count as either service or a break in service. This option imputes service for the 2nd 12 months of Maternity/Paternity Absence. This imputed service may cause a discrimination issue if HCEs benefit more than non-HCEs.)
11.2	HOURS OF SERVICE CREDITING
	a.	Hours of Service credited during a paid absence are limited to 501 hours for any single absence, as permitted by DOL regulations. Absences due to qualified military leave are not subject to this restriction if the Employee returns to employment while his reemployment rights are protected.
11.3	SERVICE WITH OTHER EMPLOYERS
	(Service with a Predecessor Employer that exceeds the 5-year safe harbor may result in discrimination in favor of HCEs.)
	a.	When will service with predecessor organization be credited?
		i.     ☐     Only if the Employer maintains plan of Predecessor Employer
		ii.    ☒     Regardless of whether Employer maintains plan of predecessor

10

b.	☐	Service with an Employer prior to its becoming part of the controlled group will be credited. The following will be credited:
	i.	☐     Vesting Service
	ii.	☐     Eligibility Service
	iii.	☐     Service for purposes of meeting any applicable contribution allocation requirements
c.	☐	Prior service with other specified employers is credited for the following purposes:
			Eligibility Service	Vesting Service	Service for Contribution Allocation Requirements
	i.	Employer Name:	1. ☐	2. ☐	3. ☐
	ii.	Employer Name:	1. ☐	2. ☐	3. ☐
	iii.	Employer Name:	1. ☐	2. ☐	3. ☐
	iv.	Employer Name:	1. ☐	2. ☐	3. ☐

	v.	☐	The following limitations apply to service credited under the Plan for employment with another employer:
		A.	☐	Only employment with the specified employer prior to the date specified below is included.
			1.	Employer Name: ___________________	Date:
			2.	Employer Name: ___________________	Date:
			3.	Employer Name: ___________________	Date:
			4.	Employer Name: ___________________	Date:
		B.	☐	Only employment with the specified employer on or after the date specified below is included.
			1.	Employer Name: ___________________	Date:
			2.	Employer Name: ___________________	Date:
			3.	Employer Name: ___________________	Date:
			4.	Employer Name: ___________________	Date:
		C.	☐	Only employment with the specified employer while in the specified class is included.
			1.	Employer Name: ___________________	Eligible Employee
					Group:
			2.	Employer Name: ___________________	Eligible Employee
					Group:
			3.	Employer Name: ___________________	Eligible Employee
					Group:
			4.	Employer Name: ___________________	Eligible Employee
					Group:
				(The employee groups identified above must be clearly defined and must not discriminate in favor of HCEs.)
SECTION 12. RETIREMENT DATES

12.1	NORMAL RETIREMENT AGE (NRA) means the:
	a.	☒	Attainment of a specified age: 65 (£ 65)
	b.	☐	Later of age                     (£ 65) or                      (£ 5th) anniversary of:
		i.	☐	The date the Participant’s employment with an Employer or a Related Employer commenced
		ii.	☐	The date the Participant commenced participation in the Plan
		iii.	☐	The first day of the Plan Year in which the Participant commenced participation in the Plan
	c.	☐	Separate NRA applies to a Participant’s Prior Money Purchase Pension Plan Contributions (see the Addendum re Grandfathered Provisions)

11

		Note: If the Plan includes Prior Money Purchase Pension Plan Contributions, and a separate NRA is not selected for such contributions, the age selected for normal retirement must not be earlier than the earliest retirement age reasonably representative of the typical retirement age for the adopting employer’s industry. Age 62 is a safe harbor that is deemed to meet this requirement. If the age is less than 62,the determination of whether the retirement age is reasonably representative of the industry is based on all the facts and circumstances. A Normal Retirement Age less than age 55 may not be selected for Prior Money Purchase Pension Plan Contributions under a pre-approved plan.
12.2	NORMAL RETIREMENT DATE means the:
	a.	☒	Participant’s NRA above
	b.	☐	First day of the month coinciding with or next following the Participant’s NRA above
	c.	☐	First day of the month next following the Participant’s NRA above
	d.	☐	First day of the month nearest the Participant’s NRA above
12.3	EARLY RETIREMENT PROVISIONS
	a.	☐	Plan includes early retirement provisions.
		i.	Requirements for early retirement are:
			A.	☐	Attainment of a specified age:                         (< 65)
			B.	☐	Later of specified age:                          (< 65) or completion of:                          years of Vesting Service
		ii.	Early Retirement Date is the:
			A.	☐	Date the Participant satisfies the early retirement requirements above
			B.	☐	First day of the month coinciding with or next following the date the Participant satisfies the early retirement requirements above
			C.	☐	First day of the month next following the date the Participant satisfies the early retirement requirements above

SECTION 13. COMPENSATION
13.1	DEFINITION OF CONTRIBUTION COMPENSATION1
	(Note: References to Employee Contributions include 401(k) Contributions, After-Tax Contributions, and separate QNECs, as applicable. Matching Contributions include Regular, Additional Discretionary, and/or True-Up Matching Contributions. Nonelective Contributions include Standard and Additional Discretionary Nonelective Contributions.)
			All Contributions	Employee2	Matching	Nonelective3	Safe Harbor2
	Safe Harbor Compensation Definition
	a.	W-2	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐
	b.	W-2 less moving expenses only	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐
	c.	Section 3401(a) wages for withholding purposes	1. ☒ OR	2. ☐	3. ☐	4. ☐	5. ☐
	d.	General Section 415 (all specific inclusions in 1.415(c)-2(b) and all specific exclusions in 1.415(c)-2(c))	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐
	e.	Modified Section 415 (safe harbor definition in 1.415(c)-2(d)(2)): includes only general inclusions in 1.415(c)-2(b)(1) or (2) and all specific exclusions under 1.415(c)-2(c))	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐
	Non-Safe Harbor Compensation Definition
	f.	Base pay	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. N/A
	g.	Total compensation excluding non-cash compensation	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. N/A
	h.	Regular rate of pay	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. N/A

12

	i.	Other4: _________________
		______________________		1. ☐ OR	2. ☐	3. ☐	4. ☐	5. N/A
		______________________
	1Unless otherwise elected, Compensation (1) includes(i) amounts paid within the severance window described in Section 13.2 below if such amounts would have been paid to the Participant in the course of employment and are regular compensation for services by the Participant or commissions, bonuses or other similar compensation and (ii) amounts deferred or excluded from taxable compensation under Code Section 125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b) and (2) excludes all other post-severance payments.
	2A safe harbor definition of Compensation must be selected for Safe Harbor Contributions and for Employee contributions if the Plan is a QACA. However, non-safe-harbor exclusions (other than the exclusion of amounts above a specified dollar limit) may be selected, subject to testing under Code Section 414(s).
	3If the Nonelective Contribution allocation formula is intended to satisfy the requirements for a design-based safe harbor, a safe harbor definition of Compensation must be selected. However, non-safe-harbor exclusions may be selected, subject to testing under Code Section 414(s).
	4Compensation must be defined so that it is definitely determinable and does not discriminate in favor of HCEs.
13.2	ADJUSTMENTS TO CONTRIBUTION COMPENSATION - INCLUSIONS.
	a.	Contribution Compensation inclusions, as described in Section 13.2b below:
			List # in 13.2b	All Contributions	Employee	Matching	Nonelective	Safe Harbor
		i.	(deemed 125 contributions)	1. ☒ OR	2. ☐	3. ☐	4. ☐	5. ☐
		ii.	(post-severance accrued leave)	1. ☒ OR	2. ☐	3. ☐	4. ☐	5. ☐
		iii.	(post-severance deferred comp)	1. ☒ OR	2. ☐	3. ☐	4. ☐	5. ☐
		iv.	(post severance disability payments)	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐
	b.	Description of Compensation inclusions:
		i.	Deemed 125 contributions. Where group health plan does not permit cash distribution in lieu of coverage unless Participant can certify that he has other health coverage, amounts not receivable because Participant cannot make requisite certification are treated as excluded under Code Section 125.
		ii.	Post-severance accrued leave. Includes accrued bona fide sick, vacation or other leave, but only if the Participant would have been able to use such leave if his employment had continued and such amounts would have been included in Compensation if paid prior to severance from employment1
		iii.	Post-severance deferred compensation. Includes amounts received by the Participant pursuant to a non-qualified, unfunded deferred compensation plan, but only if and to the extent (1) the Participant would have received such payment at the same time if he had continued in employment, (2) such amounts would have been included in Compensation if paid prior to severance from employment, and (3) the payment is includable in the Participant’s gross income. 1
		iv.	Post-severance amounts received by a Participant who is permanently and totally Disabled
			A.     ☐     Such amounts are only included in Compensation of non-HCEs
			B.     ☐     Such amounts are only included in Compensation for the following period:
			1To be included, such amounts must be paid no later than the end of the post-severance window, which ends the later of (i) 2½ months following severance or (2) the end of the year in which severance occurs.
13.3	ADJUSTMENTS TO CONTRIBUTION COMPENSATION - EXCLUSIONS.
	a.	Contribution Compensation exclusions, as described in Section 13.3b below:
			List # in 13.3b	All Contributions	Employee1	Matching	Nonelective2	Safe Harbor1
		i.	(all elective contributions made by the participant that are not required to be included in taxable income)	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐

13

ii.	(elective contributions described in i above, except 401(k) Contributions)	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐
iii.	(reimbursements, expense allowances, fringe benefits, etc.)	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐
iv.	(bonuses)	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐
v.	(overtime)	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐
vi.	(commissions)	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐
vii.	(taxable value of stock)	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐
viii.	(regular post-severance compensation)	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐
ix.	(pre-participation Compensation)	1. ☒ OR	2. ☐	3. ☐	4. ☐	5. ☐
x.	(differential pay)	1. ☒ OR	2. ☐	3. ☐	4. ☐	5. ☐
xi.	(Compensation exceeding specified dollar amount)	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐
xii.	(Other amounts)	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐
xiii.	(Special exclusions for HCEs)	1. ☐ OR	2. ☐	3. ☐	4. ☐	5. ☐

¹A safe harbor definition of Compensation must be selected for Safe Harbor Contributions and for Employee contributions if the Plan is a QACA. However, non-safe-harbor exclusions (other than the exclusion of amounts above a specified dollar limit) may be selected, subject to testing under Code Section 414(s).

² If the Nonelective Contribution allocation formula is intended to satisfy the requirements for a design-based safe harbor, a safe harbor definition of Compensation must be selected. However, non-safe-harbor exclusions (described in iv through xii in 13.3b below) may be selected, subject to testing under Code Section 414(s).

b.     Description of Compensation exclusions:
i.	Exclude amounts deferred or excluded from taxable compensation under Code Section 125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b)
ii.	Exclude amounts described in i above, except for 401(k) Contributions
iii.	Exclude reimbursements or other expense allowances, fringe benefits, moving expenses, deferred compensation, and welfare benefits.
iv.	Exclude bonuses
v.	Exclude overtime
vi.	Exclude commissions
vii.	Exclude taxable value of stock: Amounts realized from the exercise of any non-qualified stock option, or where restricted stock (or property) held by the Participant either becomes freely transferable or is no longer subject to a substantial risk of forfeiture, and amounts realized from the sale, exchange, or other disposition of stock acquired under a qualified stock option are all excluded from Compensation.
viii.	Exclude regular post-severance compensation paid within post-severance window1: Amounts that would have been paid to the Participant in the course of employment and are regular compensation for services by the Participant or commissions, bonuses or other similar compensation that would be included in contribution Compensation if paid prior to termination.
ix.	Compensation earned before meeting the participation requirements described in Section 9 and Section 10.
x.	Exclude differential pay

xi.	Exclude Compensation in excess of: $_____________________(<Code Section 401(a)(17) limit - $250,000 in 2012)
xii.	Other exclusions (contribution Compensation)2:
xiii.	Special Compensation exclusions apply to HCEs only2:

14

			1The post-severance window begins on the Participant’s severance date and ends the later of (i) 2 1⁄2 months following severance or (2) the end of the year in which severance occurs.
			2Any exclusion from Compensation must be described in such a manner that it is definitely determinable.
13.4	DEFINITION OF ADP/ACP TEST COMPENSATION AND 415 COMPENSATION:
	a.	Compensation for purposes of ADP/ACP testing is any 414(s) compliant definition designated by the Administrator.
	b.	“415 compensation” is:
			(Unless otherwise elected in 13.6 below, “415 compensation” also applies for purposes of HCE determinations and for top-heavy purposes.)
		i.	☐	W-2
		ii.	☐	W-2 less moving expenses only
		iii.	☐	Section 3401(a) wages for withholding purposes
		iv.	☒	General Section 415 (all specific inclusions in 1.415(c)-2(b) and all specific exclusions in 1.415(c)-2(c))
		v.	☐	Modified Section 415 (safe harbor definition in 1.415(c)-2(d)(2)): includes only general inclusions in 1.415(c)-(b)(1) or (2) and all specific exclusions under 1.415(c)-2(c))
13.5	ADJUSTMENTS TO 415 COMPENSATION
	a.	“415 compensation”1 inclusions, as described in Section 13.2 above:
		i.	☒	Deemed 125 amounts
		ii.	☒	Post-severance accrued leave
		iii.	☒	Post-severance deferred compensation
		iv.	☐	Post-severance disability payments
			A.	☐ Such amounts are only included in Compensation of non-HCEs
			B.	☐ Such amounts are only included in Compensation for the following period:_________
			1“415 compensation” includes amounts paid within the severance window (as described in Section 13.2 above) if such amounts would have been paid to the Participant in the course of employment and are regular compensation for services by the Participant or commissions, bonuses or other similar compensation. Except as elected above, “415 compensation” excludes all other post-severance payments.
13.6	☐		ALTERNATIVE 415 COMPENSATION DEFINITIONS
	a.	☐	A different definition of “415 compensation” applies for purposes of HCE determinations
		i.	“415 compensation” means compensation as defined in_______ (fill in the number of the definition in 13.4b above that applies)
		ii.	“415 compensation” includes amounts described in 13.5a above as follows: _______ (fill in the number of any applicable inclusions)
	b.	☐	A different definition of “415 compensation” applies for top-heavy purposes
			i.	“415 compensation” means compensation as defined in_______ (fill in the number of the definition in 13.4b above that applies)
			ii.	“415 compensation” includes amounts described in 13.5a above as follows:_______ (fill in the number of any applicable inclusions)
SECTION 14.     EMPLOYEE CONTRIBUTIONS
14.1	401(K) CONTRIBUTIONS
	a.	401(k) Contribution election limit:
		i.	Limit applicable to all Eligible Employees, unless separate limit is specified for HCEs in ii below
			A.	☒      Up to 100% of Compensation each payroll period
				1.     ☐  Minimum 401(k) Contribution is _____________% of Compensation each payroll period
			B.	☐      No limit – Participants may contribute up to 100% of currently available Compensation each payroll period, subject to the limitations under Code Sections 402(g) and 415
		ii.	☐	Separate contribution limit for HCEs will be:
			A.	☐      Percentage of Compensation specified in Plan: ____________________% of Compensation each payroll period

15

			B.	☐	Administrator determines and communicates contribution limit annually based on prior year’s participation by non-HCEs
					(Even absent a selection above, the Plan allows contributions for HCEs to be limited or suspended during the Plan Year if the Administrator anticipates a testing failure or 402(g) violation.)
		iii.	☒	Participants may make separate elections in excess of the payroll period limit as follows: (select all that apply)
					(A Participant’s annual 401(k) Contributions, including those made by separate election, may not exceed the payroll period limit elected above, if any, multiplied by the number of payroll periods in the Plan Year.)
			A.	☒	Separate bonus election. Participants may contribute up to: 100% of designated bonuses. (Compensation must include bonuses.)
			B.	☐	Separate commissions election. Participants may contribute up to: ____________________% of designated commissions. (Compensation must include commissions.)
	b.	☒	Participants may make Catch-Up 401(k) Contributions
	c.	☐	Participants may designate 401(k) Contributions as Roth 401(k) Contributions
	d.	401(k) Contributions will commence as soon as administratively practicable after election.
	e.	☐	Automatic Contribution Arrangement. Eligible Participants who do not affirmatively elect against automatic contributions will have 401(k) Contributions made to the Plan in accordance with the applicable Addendum.
		i.	☐	The Automatic Contribution Arrangement (“ACA”) is not a QACA or an EACA. The ACA is effective (may not be earlier than the date the Employer adopts the ACA)
		ii.	☐	The Automatic Contribution Arrangement is a Qualified Automatic Contribution Arrangement (“QACA”). The QACA is effective ___________ (may not be earlier than the date the Employer adopts the QACA)
		iii.	☐	The Automatic Contribution Arrangement is an Eligible Automatic Contribution Arrangement (“EACA”), but is not a QACA. The EACA is effective___________ (may not be earlier than the date the Employer adopts the EACA)
			A.	☐	The EACA is being added after the first day of the Plan Year. ( If A is selected, for the Plan Year in which the EACA is first effective, (i) the period for distributing excess contributions and excess aggregate contributions is not extended and (ii) Participants employed before the effective date of the EACA are not permitted to make permissible withdrawals.)
	f.	☐	Automatic Escalation. Eligible Participants who do not affirmatively elect otherwise will have their 401(k) Contributions increased automatically in accordance with the applicable Addendum.
		i.	☐	The Plan is not intended to operate as an Automatic Contribution Arrangement (i.e., no auto enrollment)
		ii.	☐	The Plan is intended to operate as an Automatic Contribution Arrangement
14.2	CURRENT AFTER-TAX CONTRIBUTIONS
	a.	Unless a different limit is specified for HCEs in ii below, all Eligible Employees may make After-Tax Contributions by payroll withholding in an amount up to __________% of Compensation each payroll period
		i.	☐	Minimum After-Tax Contribution is __________% of Compensation each payroll period
		ii.	☐	Separate contribution limit for HCEs will be:
			A.	☐	Percentage of Compensation specified in Plan: ____________________% of Compensation each payroll period
			B.	☐	Administrator determines and communicates contribution limit annually based on prior year’s participation by non-HCEs (Even absent a selection above, the Plan allows contributions for HCEs to be limited or suspended during the Plan Year if the Administrator anticipates a testing failure.)
	b.	☐	Combined After-Tax and 401(k) Contributions may not exceed ______________% of Compensation
	c.	After-Tax Contributions will commence as soon as administratively practicable after election.
14.3	MODIFICATIONS OF EMPLOYEE CONTRIBUTION ELECTIONS
	a.	A Participant may initiate a change to the amount of his 401(k) Contributions and/or After-Tax Contributions or initiate a change to the designation of his 401(k) Contributions as Pre-Tax or Roth 401(k) Contributions as of any date or dates prescribed by the Administrator, but not less frequently than annually.
14.4	ROLLOVER CONTRIBUTIONS
	a.	Eligibility. In addition to Covered Employees who have satisfied the requirements for Plan participation, the following may make Rollover Contributions to the Plan: (select any that apply)

16

	i.	☐	Covered Employees who have not yet met the age and/or service requirements applicable to Employee contributions.
	ii.	☐	Subject to any election in A below, any Employee, without regard to whether he (i) is a Covered Employee or (ii) has met any age or service requirements applicable to Employee contributions
		A.	☐	Excludes Employees of a Related Employer that is not a participating Employer
	iii.	☐	The former Employees designated below: (select all that apply)
		A.	☐	Former Participants who retain an Account under the Plan
		B.	☐	Former Employees designated by the Plan Sponsor (e.g., former Employees with benefits under a terminating DB plan maintained by the Plan Sponsor): ___________________________________________
b.	Permitted Rollover Contributions. The following types of rollovers are permitted under the Plan:
	i.	☒	Direct rollovers (rollover is made directly to Plan from another eligible retirement plan, annuity contract or an individual retirement account) are accepted under the Plan from the following sources (select all that apply):
		A.	☒	A qualified plan described in Code Section 401(a) or 403(a)
				(Unless specifically included below, designated Roth contributions and after-tax employee contributions will be excluded)
			1.	☐	Rollover may include designated Roth contributions
			2.	☐	Rollover may include after-tax employee contributions
		B.	☒	A tax exempt plan described in Code Section 403(b)
				(Unless specifically included below, designated Roth contributions and after-tax employee contributions will be excluded)
			1.	☐	Rollover may include designated Roth contributions
			2.	☐	Rollover may include after-tax employee contributions
		C.	☒	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
				(Unless specifically included below, designated Roth contributions will be excluded)
			1.	☐	Rollover may include designated Roth contributions
		D.	☒	An individual retirement account or annuity under Code Section 408(a) or (b), excluding amounts not otherwise taxable to the individual upon distribution.
			1.	☐	Rollovers are limited to assets of the IRA attributable to prior rollover from a qualified plan (conduit IRA)
				a.	☐      The above limitation does not apply to IRAs maintained as part of a simplified employee pension under Code Section 408(k), a SIMPLE plan under Code Section 408(p), or similar employer-sponsored retirement vehicle
	ii.	☒	Participant rollovers (rollover is made by individual after receiving actual distribution from another eligible retirement plan) are accepted under the Plan from the following sources (select all that apply):
		A.	☒	A qualified plan described in Code Section 401(a) or 403(a), excluding after-tax employee contributions
				(Unless specifically included below, designated Roth contributions will also be excluded)
			1.	☐	Participant rollover may include designated Roth contributions, except amounts not otherwise taxable to the individual upon distribution
		B.	☒	A tax exempt plan described in Code Section 403(b), excluding after-tax contributions
				(Unless specifically included below, designated Roth contributions will also be excluded)
			1.	☐	Participant rollover may include designated Roth contributions, except amounts not otherwise taxable to the individual upon distribution
		C.	☒	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
			1.	☐	Participant rollover may include designated Roth contributions, except amounts not otherwise taxable to the individual upon distribution
		D.	☒	An individual retirement account or annuity under Code Section 408(a) or (b), excluding amounts not otherwise taxable to the individual upon distribution.
			1.	☐	Rollovers are limited to assets of the IRA attributable to prior rollover from a qualified plan (conduit IRA)
				a.	☐      The above limitation does not apply to IRAs maintained as part of a simplified employee pension under Code Section 408(k), a SIMPLE plan under Code Section 408(p), or similar employer-sponsored retirement vehicle
	iii.	☐	In-Plan Roth Rollover Contributions.

17

			A.	A Participant may elect to make an In-Plan Roth Rollover Contribution of any amount held in his Account (other than amounts attributable to designated Roth contributions) that is (select all that apply):
				1.	☐	Eligible for non-hardship withdrawal in accordance with the provisions of Section 26.
					a.	☐	The limitations on withdrawals specified in Section 26 (e.g., limit on number of withdrawals) do not apply to a withdrawal made for purposes of In-Plan Roth Rollover Contributions.
				2.	☐	Eligible for non-hardship withdrawal as provided below. The following withdrawal provisions apply solely for purposes of making In-Plan Roth Rollover Contributions.
					a.	☐	Withdrawal is permitted at any time from the following:
						i.	☐	After-Tax Contributions
						ii.	☐	Rollover Contributions
						iii.	☐	After-Tax Rollover Contributions
						iv.	☐	QVECs
					b.	☐	Withdrawal is permitted upon reaching the specified age from the following:
						i.	☐	After-Tax Contributions at age ____________
						ii.	☐	Rollover Contributions at age ____________
						iii.	☐	After-Tax Rollover Contributions at age ____________
						iv.	☐	Pre-Tax 401(k) Contributions at age ____________ (³ 59 1⁄2)
						v.	☐	Safe Harbor Contributions at age ____________ (³ 59 1⁄2)
						vi.	☐	Prior Safe Harbor Contributions at age ____________ (³ 59 1⁄2)
						vii.	☐	Nonelective Contributions at age ____________
						viii.	☐	Matching Contributions at age ____________
						ix.	☐	Prior Nonelective Contributions at age ____________
						x.	☐	Prior Matching Contributions at age ____________
						xi.	☐	Prior Money Purchase Pension Plan Contributions at age ____________ (³ 62)
				3.	☐	Distributable to the Participant following severance from employment.
					a.	☐	A Participant who receives actual distribution from the Plan following severance may make a Participant rollover of the distributed amounts within 60 days of the distribution and it will be treated as an In-Plan Roth Rollover Contribution.
			B.	☐	Surviving Spouses and current or former Spouses who are alternate payees under a QDRO may make In-Plan Roth Rollover Contributions upon the same terms as Participants.
	c.	Loans may be included as part of a Rollover Contribution, but only if a participating Employer is party to a transaction such as a merger or acquisition.
SECTION 15. EMPLOYER MATCHING CONTRIBUTIONS
(If Plan is profit-sharing only, match will apply to current After-Tax Contributions.)
15.1	MATCH FORMULA
	a.	☐	Different match formulas apply to different Employee groups who are identified by the Plan Sponsor pursuant to determinable, non-discriminatory classifications
			(If the Employee groups may be disaggregated for 410(b) testing purposes, this structure could be used by a Plan that is intended to satisfy the ADP/ACP testing requirements using the safe harbor. If not, a Plan using this structure will not meet the ACP test safe harbor requirements and, if the Plan provides for Safe Harbor Matching Contributions, will not meet the ADP test safe harbor requirements.)
	b.	☐	Single match formula applies to all Eligible Employees as follows:
		i.	☐	Required. Matching Contribution is required in specified amount.
			A.	☐	Single match rate: _______________% of contributions
			B.	☐	Dual match rates based on percentage of Compensation contributed:
				1.	_______________% match for first _______________% of Compensation contributed and
				2.	_______________% (< % specified in 1 above) match for contributions above that amount
			C.	☐	Dual match rates based on dollar amount contributed:

18

		1.	_______________% match for first $_______________ contributed and
		2.	_______________% (< % specified in 1 above) match for contributions above that amount
	D.	☐	Triple match rates based on percentage of Compensation contributed:
		1.	____________________% match for first ____________________% of Compensation contributed and
		2.	____________________%(< % specified in 1 above) match for next ____________________% of Compensation
				contributed and
		3.	____________________% (< % specified in 2 above) match for next ____________________% of Compensation
				contributed
			(If Plan is intended to satisfy ACP testing using the safe harbor, contributions matched must not exceed 6% of Compensation.)
	E.	☐	Triple match rates based on dollar amount contributed:
		1.	____________________% match for first $_____________ contributed and
		2.	____________________% (< % specified in 1 above) match for next $_____________ contributed and
		3.	____________________% (< % specified in 2 above) match for next $_____________ contributed
			(If Plan is intended to satisfy ACP testing using the safe harbor, contributions matched must not exceed 6% of Compensation.)
	F.	☐	Variable match rate based on completed years of Vesting Service/participation (do not select if Plan provides for Safe Harbor Matching Contributions or is intended to satisfy ACP testing using the safe harbor. Match rates are a benefit, right, or feature subject to discrimination rules under Code Section 401(a)(4).)
		1.	Match is based on completed years of:
			a.	☐	Vesting Service
			b.	☐	Participation (periods during which the Covered Employee was an Eligible Employee with respect to Matching Contributions)
		2.	Completed years are determined as of:
			a.	☐	First day of Contribution Period
			b.	☐	Last day of Contribution Period
			Years of Vesting Service/Participation			Applicable Match Rate (as percentage of contributions)
ii.	☐	Discretionary Matching Contribution.
	A.	☐	The discretionary match is contingent on Profits
	B.	Amount of discretionary match:
		1.	☐	Is a uniform percentage of the eligible contributions made by each Eligible Employee (different uniform match percentages may apply to eligible contributions above and below designated dollar amounts or levels of Compensation)
		2.	☐	May be different uniform percentages for different Employee groups of the eligible contributions made by Eligible Employees within the group (different uniform match percentages may apply within each Employee group to eligible contributions above and below designated dollar amounts or levels of Compensation)
				(The Employee groups to whom different match percentages apply must be definitely determinable and non-discriminatory.)

19

15.2	ADDITIONAL MATCHING CONTRIBUTIONS. If elected, in addition to the Regular Matching Contribution described in 15.1 above, the Employer may make other Matching Contributions to the Plan as follows.
	a.	☐	Additional Discretionary Matching Contributions.
		i.	☐	The additional discretionary match is contingent on Profits
		ii.	Additional discretionary match amount:
			A.	☐	Is a uniform percentage of the eligible contributions made by each Eligible Employee (different uniform match percentages may apply to eligible contributions above and below designated dollar amounts or levels of Compensation)
			B.	☐	May be different percentages for different Employee groups of the eligible contributions made by Eligible Employees within the group (different uniform match percentages may apply within each Employee group to eligible contributions above and below designated dollar amounts or levels of Compensation)
					(The Employee groups to whom different match percentages apply must be definitely determinable and non-discriminatory.)
	b.	☐	True-Up Matching Contributions. The True-Up Matching Contribution is:
		i.	☐	Discretionary
		ii.	☐	Required
	c.	☐	Qualified Matching Contributions. The Plan Sponsor may make separate failsafe QMAC to be allocated as a percentage (not necessarily a uniform percentage) of either (1) the 401(k) Contributions (and After-Tax Contributions, if After-Tax Contributions are matched) or (2) the Compensation of an Eligible Employee for the Plan Year, provided that the amount of any failsafe QMAC allocated to an Eligible Employee will not exceed the “QMAC limit” described in the Base Plan Document.
15.3	MATCH FEATURES
	a.	☐	Match After-Tax Contributions in addition to 401(k) Contributions
	b.	The Contribution Period for Regular Matching Contributions is:
		i.	☐	Because 15.1a is selected above, the Contribution Period for Regular Matching Contributions is specified in the applicable Addendum.
		ii.	☐	Each calendar quarter
		iii.	☐	Each calendar year
		iv.	☐	Each Plan Year
		v.	☐	Each payroll period
	c.	If Additional Discretionary Matching Contributions are elected, the Contribution Period for them is:
		i.	☐	Each calendar quarter
		ii.	☐	Each calendar year
		iii.	☐	Each Plan Year
		iv.	☐	Each payroll period
	d.	If True-Up Matching Contributions are elected, the Contribution Period for them is the Plan Year.
15.4	CONTRIBUTIONS EXCLUDED FROM MATCH
	a.	☐	Different exclusions apply to different Employee groups who are identified by the Plan Sponsor pursuant to determinable, non-discriminatory classifications
			(If the Employee groups may be disaggregated for 410(b) testing purposes, this structure could be used by a Plan that is intended to satisfy the ADP/ACP testing requirements using the safe harbor. If not, a Plan using this structure will not meet the ACP test safe harbor requirements and, if the Plan provides for Safe Harbor Matching Contributions, will not meet the ADP test safe harbor requirements.)
	b.	☐	Same exclusions apply to all Employee groups eligible for regular match. Contributions excluded from the match are: (select all that apply)
		i.	☐	Contributions already matched under the Safe Harbor Matching Contribution formula (if a tiered formula is selected for Regular Matching Contributions, contributions eligible for the match will be treated as starting with the first contributions that are ineligible for the safe harbor match)
		ii.	☐	Contributions made before eligibility to participate in the match
		iii.	☐	Catch-Up 401(k) Contributions

20

		iv.	☐	Contributions that exceed the following:
			A.	☐	____________________% of Compensation (if Plan is intended to satisfy ACP testing using the safe harbor, contributions matched must not exceed 6% of Compensation)
			B.	☐	$___________________
			C.	☐	____________% of Compensation, provided that contributions matched cannot exceed $_________________ (if Plan is intended to satisfy ACP testing using the safe harbor, contributions matched must not exceed 6% of Compensation)
			D.	☐	A discretionary limitation determined by the Employer that may be a percentage of Compensation and/or a dollar amount. Discretionary limitation (if Plan is intended to satisfy ACP testing using the safe harbor, contributions matched must not exceed 6% of Compensation)
		v.	☐	Contributions attributable to following types of Compensation: ______________________________________
		vi.	☐	Contributions withdrawn before the end of the Plan Year (do not select if the Plan provides for Safe Harbor Matching Contributions or is intended to satisfy ACP testing using the safe harbor)
	c.	☐	The above exclusions also apply for purposes of Additional Discretionary Matching Contributions.
15.5	OPTIONAL LIMITATIONS ON MATCHING CONTRIBUTIONS
	a.	☐	The total match made to a Participant’s Account for the Plan Year cannot exceed $___________________
	b.	☐	The aggregate discretionary Matching Contributions allocated each year to an Employee eligible to receive Safe Harbor Contributions is limited to 4% of Compensation. (select only if Plan provides for discretionary Matching Contributions and satisfies ACP testing using safe harbor)
SECTION 16. EMPLOYER NONELECTIVE CONTRIBUTIONS.
16.1	AMOUNT AND ALLOCATION OF STANDARD NONELECTIVE CONTRIBUTIONS
	a.	☐	Different allocation formulas apply to different Employee groups who are identified by the Plan Sponsor pursuant to determinable, non-discriminatory classifications. If elected, provisions describing the allocation formulas are found in the applicable Addendum.
	b.	☐	Single allocation formula applies to all Eligible Employees as described in this section 16.1
		i.	Amount of Standard Nonelective Contribution. The amount contributed as a Standard Nonelective Contribution each Contribution Period is:
			A.	☐	Required. Contribution amount is determined:
				1.	☐   in accordance with the specified allocation formula
				2.	☐   using a separate contribution formula as follows: ______________________________________
					(An example of this type of formula is: 2% of the Employer’s profits before taxes. The contribution is then allocated among Eligible Employees in accordance with the formula specified in ii below.)
			B.	☐	Discretionary. Contribution amount determined by the Employer.
				1.	☐   The discretionary Standard Nonelective Contribution is contingent on Profits
		ii.	Allocation Formula. Standard Nonelective Contributions are allocated in accordance with the following formula
			A.	☐	Ratio of Compensation allocation formula – uniform allocation rates. All Eligible Employees receive a uniform percentage of Compensation. (This is a design-based safe harbor formula.)
				1.	☐ The amount allocated to each Eligible Employee is ____________________% (fill in if required contribution amount is uniform percentage of Compensation)
			B.	☐	Uniform dollar amount allocation formula. (This is a design-based safe harbor formula.) The dollar amount is:
				1.	☐   Discretionary and allocated as a uniform dollar amount to each Eligible Employee employed during the
					Contribution Period who satisfies the requirements in Section 19
				2.	☐   $___________________ for the following:
					a.   ☐   Each hour worked by the Eligible Employee
					b.   ☐   Each hour for which the Eligible Employee is paid
					c.   ☐   Each Contribution Period
					d.   ☐   Other: ___________________ (cannot exceed 12-consecutive months)
				3.	☐ The dollar amount specified for such Eligible Employee in the applicable collective bargaining agreement for the following:

21

		a.	☐	Each hour worked by the Eligible Employee
		b.	☐	Each hour for which the Eligible Employee is paid
		c.	☐	Each Contribution Period
C.	☐	Integrated allocation formula. (This is a design-based safe harbor formula.)
	1.	The integration level is:
		a.	☐	Social security taxable wage base
		b.	☐	Percentage of social security taxable wage base:                         %
		c.	☐	Percentage of social security taxable wage base plus specified dollar amount:                         % plus
				$
		d.	☐	Percentage of social security taxable wage base minus specified dollar amount:                         % minus
				$
		e.	☐	Specified dollar amount: $
	2.	☐	The integration level is pro-rated for Employees who become eligible part way through the Contribution Period
	3.	Percentage of Compensation allocated to each Eligible Employee is:
		a.	☐	Required in the amount specified below:
			i.	Percentage of full Compensation allocated to each Eligible Employee:                         %
			ii.	Percentage of excess Compensation (Compensation exceeding the integration level selected in 16.1b.ii.C.1
				above) allocated to each Eligible Employee:                         %
					The percentage selected in 16.1b.ii.C.3.a.ii. above may not exceed the lesser of (1) the percentage selected in 16.1b.ii.C.3.a.i. above or (2) the applicable percentage determined from the following table:
				Integration Level as Percentage of Social Security Taxable Wage Base			Applicable Percentage
				integration level £ 20%			5.7%
				20% < integration level £ 80%			4.3%
				80% < integration level < 100%			5.4%
				integration level = 100%			5.7%
		b.	☐	Discretionary and allocated in the ratio of full Compensation and excess Compensation to maximize disparity.
			i.	☐	A top-heavy allocation is always made first whether or not the Plan is top-heavy for the Plan Year
	4.	Disparity Limits. If the Employer maintains integrated defined benefit or target benefit plan, the overall disparity limits will be met by:
		a.	☐	Allocating to Eligible Employees on basis of full Compensation rather than excess Compensation
		b.	☐	Reducing disparity under other plans
D.	☐	Points allocation formula. (This may satisfy the requirements for a design-based safe harbor formula provided points are awarded for years of age or service. However, the allocation rates must satisfy the requirements of Treasury Regulations Section 1.401(a)(4)-2(b)(3)(i)(B).)
	1.	Participants are credited with points as follows:
		a.	☐	Compensation:                          point(s) for each $                         (£ $200.00).
			i.	The following number of points are allocated for any remaining fractional amounts:
				A.	☐	No points credited
				B.	☐	Credit partial points:                          point(s) if remaining Compensation is
						$                         or more
		b.	☐	Years of service:                          point(s) for each full year of service completed as of the end of the Contribution Period.
			i.	Service for which points are credited is:
				A.	☐	Vesting Service
				B.	☐	Eligibility Service

22

							C.     ☐     The number of years of service for which points will be credited are limited to maximum of:
							years
					c.	☐	Years of age:                         point(s) for each full year of age as of the end of the Contribution Period
			E.	☐	Years of service allocation formula. Dollar amount or percentage of Compensation allocated to an Eligible Employee varies based on his years of Vesting Service/participation.
				1.	Allocation is:
					a.	☐	Dollar amount
					b.	☐	Percentage of Compensation
				2.	Allocation is based on completed years of:
					a.	☐	Vesting Service
					b.	☐	Participation (periods during which the Covered Employee was an Eligible Employee with respect to
							Standard Nonelective Contributions)
				3.	Completed years are determined as of:
					a.	☐	First day of Contribution Period
					b.	☐	Last day of Contribution Period
							Years of Vesting Service/Participation	Standard Nonelective Contribution Allocation
			F.	☐	Cross-tested employee group allocation method –The Standard Nonelective Contribution is first allocated among designated Employee groups and is then further allocated among Eligible Employees within each group in the ratio of Compensation so that each Eligible Employee within the group has the same allocation rate as each other Eligible Employee within the Employee group. The Plan shall use cross-testing under Treasury Regulations Section 1.401(a)(4)-8. The Plan shall satisfy the gateway requirement using the minimum allocation gateway method described in Section 6.2(b) of the Base Plan Document. (If elected, additional provisions, including a description of the designated Employee groups, are found in the applicable Addendum.)
			G.	☐	Cross-tested age weighted allocation method—The Standard Nonelective Contribution is allocated among all Eligible Employees such that the equivalent accrual rate for each Eligible Employee is identical. The Plan shall use cross-testing under Treasury Regulations Section 1.401(a)(4)-8. The Plan shall satisfy the gateway requirement using the minimum allocation gateway method described in Section 6.2(b) of the Base Plan Document. (For purposes of determining equivalent accrual rates, Account balances will be normalized using standard interest and mortality table assumptions in accordance with Treasury Regulations Section 1.401(a)(4)-12.)
16.2	ADDITIONAL DISCRETIONARY NONELECTIVE CONTRIBUTION
	a.	☐	The Employer may make an Additional Discretionary Nonelective Contribution.
		i.	☐	Additional Discretionary Nonelective Contribution is contingent on Profits
		ii.	Additional Discretionary Nonelective Contribution is allocated:
			A.	☐	in the ratio of Compensation
			B.	☐	in same manner as Standard Nonelective Contribution
16.3	NONELECTIVE CONTRIBUTION FEATURES
	a.	Contribution Periods.
		i.	The Contribution Period for Standard Nonelective Contributions is:

23

			A.	☐	Because 16.1a is selected above, the Contribution Period for Standard Nonelective Contributions is specified in the applicable Addendum.
			B.	☐	Each calendar quarter
			C.	☐	Each calendar year
			D.	☐	Each Plan Year
			E.	☐	Each payroll period
		ii.	If Additional Discretionary Nonelective Contributions are elected, the Contribution Period for them is:
			A.	☐	Each calendar quarter
			B.	☐	Each calendar year
			C.	☐	Each Plan Year
			D.	☐	Each payroll period
SECTION 17.			SAFE HARBOR EMPLOYER CONTRIBUTIONS
17.1	SAFE HARBOR NONELECTIVE FEATURES
	Note: The contribution requirements to satisfy both the QACA and non-QACA safe harbors are identical. Therefore, the provisions of this
	Section apply to both QACA Safe Harbor Nonelective Contributions and Non-QACA Safe Harbor Nonelective Contributions.
	a.	Safe Harbor Nonelective Formula. Safe Harbor Nonelective Contribution formula is:
		i.	☐	Discretionary: The Employer may amend the Plan annually to make a Safe Harbor Nonelective Contribution of at least 3% of Compensation.
		ii.	☐	Required annual contribution equal to                         % (³3%) of Compensation
		iii.	☐	Other plan. The Employer will make a Safe Harbor Nonelective Contribution equal to or greater than 3% of Compensation
				to another defined contribution plan maintained by the Employer: (specify the name of the other plan)
				Note: The other defined contribution plan must have the same plan year as the Plan. The Employee group eligible to receive the Safe Harbor Nonelective Contribution under the other plan should correspond to Covered Employees for 401(k) Contribution purposes under the Plan. The Safe Harbor Nonelective Contribution made to the other plan must satisfy the requirements of Code Section 401(k)(12)(C) (as provided in the Plan with respect to Non-QACA Safe Harbor Nonelective Contributions) or Code Section 401(k)(13)(D) (as provided in the Plan with respect to QACA Safe Harbor Nonelective Contributions).
	b.	Contribution Period. The Contribution Period for Safe Harbor Nonelective Contributions is the Plan Year.
17.2	SAFE HARBOR MATCH FEATURES
	(If Plan is profit-sharing only, match will apply to current After-Tax Contributions.)
	a.	Safe Harbor Match Formula:
		i.	☐	Other plan. The Employer will make a Safe Harbor Matching Contribution to another defined contribution plan maintained
				by the Employer: (specify the name of the other plan)                         . (The Safe Harbor Matching Contribution provisions are described in the other plan. Do not complete ii.or iii. below.)
				Note: The other defined contribution plan must have the same plan year as the Plan. The Employee group eligible to receive the Safe Harbor Matching Contribution under the other plan should correspond to Covered Employees for 401(k) Contribution purposes under the Plan. The Safe Harbor Matching Contribution made to the other plan must satisfy the requirements of Code Section 401(k)(12)(B) (as provided in the Plan with respect to Non-QACA Safe Harbor Matching Contributions) or Code Section 401(k)(13)(D) (as provided in the Plan with respect to QACA Safe Harbor Matching Contributions).
		ii.	☐	Non-QACA. The Non-QACA Safe Harbor Matching Contribution is:
			A.	☐	Basic matching formula. The basic non-QACA matching formula provides Matching Contributions on behalf of each Eligible Employee in an amount equal to (1) 100% of the first 3% of Compensation contributed by the Employee and (2) 50% of the next 2% of Compensation contributed by the Employee.
			B.	☐	Enhanced matching formula. (Must be at least equal to the aggregate contribution at each level of basic matching formula, but no greater than 6% if ACP safe harbor desired):
					% match for first                         % of Compensation contributed and, if applicable,
					% match for next                         % of Compensation contributed and, if applicable,

24

					______________% match for next _______________% of Compensation contributed
		iii.	☐	QACA. The QACA Safe Harbor Matching Contribution is:
			A.	☐	Basic matching formula. The basic QACA matching formula provides Matching Contributions on behalf of each
					Eligible Employee in an amount equal to (1) 100% of the first 1% of Compensation contributed by the Employee and
					(2) 50% of the next 5% of Compensation contributed by the Employee.
			B.	☐	Enhanced matching formula.
					(Must be at least equal to the aggregate contribution at each level of basic matching formula, but no greater than 10%
					if ACP safe harbor desired):
					______________% match for first _______________% of Compensation contributed and, if applicable,
					______________% match for next _______________% of Compensation contributed and, if applicable,
					______________% match for next _______________% of Compensation contributed
	b.	☐	Safe harbor match applies to After-Tax Contributions in addition to 401(k) Contributions
	c.	Contribution Period. The Contribution Period for Safe Harbor Matching Contributions is:
		i.	☐	Each Plan Year
		ii.	☐	Each payroll period
		iii.	☐	Each Plan Year quarter
	d.	☐	True-Up Safe Harbor Matching Contribution. If the Contribution Period selected above is not the Plan Year, the Employer will
			“true up” its Safe Harbor Matching Contribution for the Plan Year so that the total Safe Harbor Matching Contributions made for
			the year equal the match rate specified above based on an Eligible Employee’s total eligible contributions and Compensation for
			the Plan Year.
SECTION 18.			EMPLOYER QUALIFIED NONELECTIVE CONTRIBUTIONS
18.1	QNEC FEATURES
	Note: An Employer may not use the failsafe QNEC correction method to satisfy the ADP and/or ACP test for any Plan Year in which it
	uses the prior year testing method to satisfy such test.
	a.	☒	The Employer may make a discretionary QNEC in an amount determined by the Employer
		i.	The discretionary QNEC will be allocated as directed by the Employer (i) in ratio of Compensation or “test compensation”, as
			designated by the Employer, (ii) as uniform dollar amount, or (iii) to non-HCEs designated by the Employer as a percentage of
			their “test compensation” that does not exceed the QNEC limit described in Section 6.4 of the Base Plan Document (QNECs
			allocated as a dollar amount are subject to QNEC limit described in Section 6.4 of the Base Plan Document)
			A.	☒	If allocation is made under (i) or (ii) only non-HCEs share in discretionary QNEC
	b.	Contribution Period. The Contribution Period for QNECs is:
		i.	☐	Each calendar quarter
		ii.	☐	Each calendar year
		iii.	☒	Each Plan Year
		iv.	☐	Each payroll period
18.2	COMPENSATION EXCLUSIONS
	a.	☒	Compensation earned by Employee prior to becoming eligible to participate will be excluded in allocating QNEC
	b.	☐	Limit Compensation included in allocating QNEC to $_____________________ (< Code Section 401(a)(17) annual compensation
			limit).
SECTION 19.			ADDITIONAL REQUIREMENTS FOR RECEIVING EMPLOYER CONTRIBUTIONS
19.1	ALLOCATION REQUIREMENTS. Select available options below:

		Standard Nonelective	Add’l Disc. Nonelective	Regular Match*	Add’l Disc. Match*	True-Up Match*	QNEC
a.	No last day or service requirement	i. ☐	ii. ☐	iii. ☐	iv. ☐	v. ☐	vi. ☒
b.	Last day requirement only. Must be a Covered Employee	i. ☐	ii. ☐	iii. ☐	iv. ☐	v. ☐	vi. ☐
c.	Last day requirement only. Employment	i. ☐	ii. ☐	iii. ☐	iv. ☐	v. ☐	vi. ☐

25

		as an Employee other than a Covered Employee satisfies requirement
	d.	Service requirement only		i. ☐	ii. ☐	iii. ☐	iv. ☐	v. ☐	vi. ☐
		Service requirement:		__hours	__hours	___ hours	__ hours	__ hours	___ hours
	e.	Last day and service requirement.
		Must be a Covered Employee on last day		i. ☐	ii. ☐	iii. ☐	iv. ☐	v. ☐	vi. ☐
		Service requirement:		__hours	___ hours	___ hours	___ hours	__ hours	___ hours
	f.	Last day and service requirement.
		Employment as an Employee other than a		i. ☐	ii. ☐	iii. ☐	iv. ☐	v. ☐	vi. ☐
		Covered Employee satisfies requirement
		Service requirement:		__ hours	___ hours	__ hours	___ hours	__ hours	___ hours
	g.	Last day or hours requirement.
		Employment as an Employee other than a
		Covered Employee satisfies the last day		i. ☐	ii. ☐	iii. ☐	iv. ☐	v. ☐	vi. ☐
		requirement. The Hours of Service
		requirement is:
		i.	1,000 hours	A. ☐	B. ☐	C. ☐	D. ☐	E. ☐	F. ☐
		ii.	501 hours1
			1 Excludes from participation only
			those Employees who may be	A. ☐	B. ☐	C. ☐	D. ☐	E. ☐	F. ☐
			excluded from coverage testing
			under Code Section 410(b).
	h.	Different allocation requirements apply to
		different Employee groups (applicable		i. ☐	ii. ☐	iii. ☐	iv. ☐	v. ☐	vi. NA
		requirements appear in Addendum)
	* “No last day or service requirement” must be selected if the Plan either (i) provides for Safe Harbor Matching Contributions or (ii) is
	intended to satisfy ACP testing using the safe harbor.
19.2	EXCEPTIONS TO ALLOCATION REQUIREMENTS. Select available options below:
				Standard Nonelective	Additional Disc. Nonelective	Regular Match	Additional Disc. Match	True-Up Match	QNEC
	a.	Last day requirement does not apply in
		cases of:
		i.	Death	A. ☐	B. ☐	C. ☐	D. ☐	E. ☐	F. ☐
		ii.	Disability	A. ☐	B. ☐	C. ☐	D. ☐	E. ☐	F. ☐
		iii.	Retirement	A. ☐	B. ☐	C. ☐	D. ☐	E. ☐	F. ☐
			A.Exception applies only to normal retirement	I. ☐	II. ☐	III. ☐	IV. ☐	V. ☐	VI. ☐
	b.	Service requirement does not apply in
		cases of:
		i.	Death	A. ☐	B. ☐	C. ☐	D. ☐	E. ☐	F. ☐
		ii.	Disability	A. ☐	B. ☐	C. ☐	D. ☐	E. ☐	F. ☐
		iii.	Retirement	A. ☐	B. ☐	C. ☐	D. ☐	E. ☐	F. ☐
			A.Exception applies only to normal retirement	I. ☐	II. ☐	III. ☐	IV. ☐	V. ☐	VI. ☐
	c.	Different exceptions apply to		A. ☐	B. ☐	C. ☐	D. ☐	E. ☐	F. NA
		different Employee groups
		(applicable exceptions appear in Addendum)

26

SECTION 20.			ALLOCATIONS FOR EMPLOYEES WHO DIE OR BECOME DISABLED WHILE ENGAGED IN QUALIFIED MILITARY SERVICE
20.1	DEATH WHILE IN QUALIFIED MILITARY SERVICE
	a.	☐	A Participant who dies while absent from employment to perform qualified military service is treated as returning to employment immediately prior to his death for purposes of determining his eligibility for and the amount of contributions to be made to his Account for his period of military leave.
		i.	Amount of Match.
			A.	☐	No Matching and/or Safe Harbor Matching Contributions will be made for the Participant’s period of military absence
			B.	☐	Matching and/or Safe Harbor Matching Contributions will be made for the Participant’s period of military absence as if the Participant had made contributions eligible for the match equal to the average of the Participant’s contributions for (a) the 12-consecutive-month period preceding his military service or (b), if the Participant has fewer than 12 months of service prior to such military service, his actual length of continuous service with his Employer prior to such military service
20.2	DISABILITY WHILE IN QUALIFIED MILITARY SERVICE
	a.	☐	A Participant absent from employment due to military service who becomes Disabled while performing qualified military service is treated as returning to employment immediately prior to his Disability Date for purposes of determining his eligibility for and the amount of contributions to be made to his Account for his period of military leave.
		i.	☐	The Disabled Participant may continue to make contributions to the Plan for his period of military leave up to the maximum amount of 401(k) and After-Tax Contributions he would have been permitted to make to the Plan if he had actually returned to employment
		ii.	Amount of Match. The amount of any Matching and/or Safe Harbor Matching Contributions for the Disabled Participant’s military absence will be:
			A.	☐	No Matching and/or Safe Harbor Matching Contributions will be made for the Participant’s period of military absence
			B.	☐	Determined based on the amount the Disabled Participant contributes in accordance with 20.2a.i. above
			C.	☐	Determined as if the Participant had made contributions eligible for the match equal to the average of the Participant’s contributions for (a) the 12-consecutive-month period preceding his military service or (b), if the Participant has fewer than 12 months of service prior to such military service, his actual length of continuous service with his Employer prior to such military service
			D.	☐	Determined based on the greater of (a) the amount the Disabled Participant contributes in accordance with 20.2a.i. above or (b) the average of the Participant’s contributions eligible for the match for (1) the 12-consecutive-month period preceding his military service or (2), if the Participant has fewer than 12 months of service prior to such military service, his actual length of continuous service with his Employer prior to such military service
SECTION 21.			VESTING OF EMPLOYER CONTRIBUTIONS
21.1	REGULAR VESTING SCHEDULE
	(QNECs, QMACs, and non-QACA Safe Harbor Contributions are 100% vested immediately.)
	a.	☐	Different vesting schedules apply to different Employee groups for the following:
		i.	☐	Regular Matching Contributions
		ii.	☐	Additional Discretionary Matching Contributions
		iii.	☐	True-Up Matching Contributions
		iv.	☐	Standard Nonelective Contributions
		v.	☐	Additional Discretionary Nonelective Contributions
	b.	☐	The vesting schedules specified below apply to all eligible Participants
		Fill in the letter of the vesting schedule that applies to the respective contribution from the available schedules listed below:
		i.	Regular Matching Contributions schedule:_________
		ii.	Additional Discretionary Matching Contributions schedule:________
		iii.	True-Up Matching Contributions schedule:_________

27

iv.	Standard Nonelective Contributions schedule:
v.	Additional Discretionary Nonelective Contributions schedule:
vi.	Prior Matching Contributions schedule:
vii.	Prior Nonelective Contributions schedule:
viii.	Prior Money Purchase Pension Plan Contributions schedule:
ix.	QACA Safe Harbor Contributions schedule:                             (100% vesting must occur after no more than 2 years of Vesting Service.)
	A. ☐ The above QACA Safe Harbor schedule applies only to Employees hired on or after                     (month/day/year). Employees hired before that date and have Safe Harbor Contributions are 100% vested.
x.	Prior QACA Safe Harbor Contributions schedule:                             (100% vesting must occur after no more than 2 years of Vesting Service.)
	A. ☐ The above QACA Safe Harbor schedule applies only to Employees hired on or after                     (month/day/year). Employees hired before that date and have Safe Harbor Contributions are 100% vested.

A immediate	B 1 year cliff	C 2 year cliff	D 3 year cliff	E1 other cliff schedule for Prior Match	E2 other cliff schedule for Prior Nonelective	E3 other cliff schedule for Prior Money Purchase
100%	0% before 1 year	0% before 2 years	0% before 3 years	0% before years*	0% before years*	0% before years*
	100% after 1 year	100% after 2 years	100% after 3 years	100% after years	100% after years	100% after years

* Note: If Prior Matching/Nonelective/Money Purchase Contributions were made before the EGTRRA/PPA effective date for the Plan, 100% cliff vesting must occur after no more than 5 years of Vesting Service. If Prior Matching/Nonelective/Money Purchase Contributions were made after the EGTRRA/PPA effective date, 100% cliff vesting must occur after no more than 3 years of Vesting Service. Generally, the EGTRRA effective date for Matching Contributions is the first Plan Year beginning on or after January 1, 2002 and the PPA effective date for Nonelective Contributions is the first Plan Year beginning on or after January 1, 2007.

F 2-6 year graded		G 1-5 year graded		H1 other graded schedule for Regular Match		H2 other graded schedule for Add’l Disc. Match		H3 other graded schedule for True-Up Match		H4 other graded schedule for Standard Nonelective		H5 other graded schedule for Add’l Disc. Nonelective
				<1	___%	<1	___%	<1	___%	<1	___%	<1	___%
<2	0%	<1	0%	1	___%	1	___%	1	___%	1	___%	1	___%
2	20%	1	20%	2	___%	2	___%	2	___%	2	___%	2	___%
3	40%	2	40%	3	___%	3	___%	3	___%	3	___%	3	___%
4	60%	3	60%	4	___%	4	___%	4	___%	4	___%	4	___%
5	80%	4	80%	5	___%	5	___%	5	___%	5	___%	5	___%
6+	100 %	5+	100%	6+	100%	6+	100%	6+	100%	6+	100%	6+	100%

28

H6 other graded schedule for Prior Match				H7 other graded schedule for Prior Nonelective				H8 other graded schedule for Prior Money Purchase				I 1-2 year graded for current and Prior QACA Safe Harbor
	<1	___	%		<1	___	%		<1	___	%
	1	___	%		1	___	%		1	___	%
	2	___	%		2	___	%		2	___	%
	3	___	%		3	___	%		3	___	%
	4	___	%		4	___	%		4	___	%
	5	___	%		5	___	%		5	___	%		<1	0	%
	6	___	%		6	___	%		6	___	%		1	__	%
	7+	___	%		7+	___	%		7+	___	%		2+	100	%

(Any schedule completed in H1 through H5 must be at least as favorable as 2-6 year graded vesting. Any schedule completed in H6 through H8 must be at least as favorable as (i) 2-6 year graded vesting if Prior Matching/Nonelective/Money Purchase Contributions were made after the EGTRRA/PPA effective date described in the Note above and (ii) 3-7 year graded vesting if Prior Matching/Nonelective/Money Purchase Contributions were made before the EGTRRA/PPA effective date described in the Note above.)

21.2	SPECIAL VESTING EVENTS.
	a.	☐	Participants are 100% vested if employed by an Employer or Related Employer upon1: (select all that apply)
		i.	☐	Death
		ii.	☐	Disability.
			A.	☐	For purposes of 100% vesting, a Participant who becomes Disabled while absent because of qualified military service is treated as having become Disabled while employed.
		iii.	☐	Early retirement
1	Participants employed on or after NRA are always 100% vested.
21.3	DETERMINATION OF VESTED INTEREST UPON DISTRIBUTION WHILE PARTIALLY VESTED
	a.	If a Participant receives distribution from his Employer Contributions Sub-Account when he is only partially vested, his vested interest in the balance remaining in such Sub-Account (X) is not less than P(AB + (R x D)) – (R x D), where P is the vested percentage at the relevant time, AB is the Sub-Account balance at the relevant time, D is the amount of all prior distributions from the Participant’s Employer Contributions Sub-Account, excluding amounts deemed distributed under Code Section 72(p) that have not actually been offset against the Participant’s Account balance, and R is the ratio of the Sub-Account balance at the relevant time to the Sub-Account balance after distribution.
21.4	SPECIAL VESTING SERVICE CREDITING PROVISIONS
	a.	☐	Elapsed time method
		i.	One year of Vesting Service is credited for each full year of service and aggregate partial years treating 365 days of service as one year
	b.	☐	Hours of Service method
		i.	Hours required in a vesting computation period to be credited with one year of Vesting Service:

29

			A.	☐	1,000 hours
			B.	☐	Less than 1,000 Hours of Service:                              (< 1,000)
		ii.	Vesting computation period:
			A.	☐	Plan Year
			B.	☐	Calendar year
			C.	☐	Anniversaries of Employment Commencement Date
	c.	☐	A Participant who becomes Disabled while absent from employment because of qualified military service is credited with Vesting Service as if he returned to employment immediately prior to his Disability date.
21.5	VESTING SERVICE EXCLUSIONS
	a.	☐	No exclusions
	b.	☐	Period before Employee attains age 18
	c.	☐	Period before the effective date of the Plan
	d.	☐	If a non-vested, former Employee is reemployed after 5 consecutive Breaks in Vesting Service, his Vesting Service earned before the break is excluded upon rehire
			(For this purpose, non-vested means the Employee has not made 401(k) Contributions to the Plan and does not have a vested interest in any Employer Contributions allocated to his Account. Such Employee is treated as non-vested even if he has a vested interest in After-Tax or Rollover Contributions held in his Account.)
	e.	☐	If an Employee incurs a Break in Vesting Service, Vesting Service completed before the break is excluded until the Employee again completes a year of Vesting Service following the break
	f.	☐	Vesting Service completed after 5 consecutive Breaks in Vesting Service is not taken into account in determining a Participant’s vested interest in his Account attributable to employment before the break
21.6	FORFEITURES
	Note: Forfeitures that occur during a Plan Year must be disposed of in accordance with the provisions of this Section as of the end of the following Plan Year.
	a.	Non-vested amounts are forfeited after 5-consecutive Breaks in Vesting Service or the following, if earlier:
		i.	☐	Not applicable – No forfeiture before 5-consecutive Breaks in Vesting Service
		ii.	☐	Immediately upon distribution or deemed distribution
	b.	Restoration of forfeitures. Upon reemployment before 5-consecutive Breaks in Vesting Service, forfeited amounts:
		i.	☐	Are restored only if Participant repays distribution
		ii.	☐	Are automatically restored
			A.	☐	Participant may elect to repay distribution
		iii.	☐	If a repayment provision is elected above, it applies only to distributions of Employer Contributions
	c.	Forfeited amounts will:

		Nonelective	Matching
i.	Offset the Employer’s contribution obligation.1	1. ☐	2. ☐
ii.	Be re-allocated among Participants	1. ☐	2. ☐

d.	Administrator, in its discretion, may direct that forfeitures be used to pay Plan expenses.
1    If forfeitures remain after all contribution obligations are satisfied or upon termination of the Plan, and such forfeitures cannot be used to pay Plan expenses, the remainder shall be re-allocated among Participants as provided in Section 14.4 of the Base Plan Document.
e.	Re-allocation of forfeitures.

			Nonelective	Matching
i.	Participants eligible for re-allocation
	A.	Only Participants who have met applicable re-allocation requirements in ii below	1. ☐	2. ☐
	B.	Participants who are actively employed at any time during the Plan Year	1. ☐	2. ☐

30

		ii.	Requirements for re-allocation:
			A.	Last day requirement only. Must be a Covered Employee	1. ☐	2. ☐
			B.	Last day requirement only. Employment as an Employee other than a Covered Employee satisfies requirement	1. ☐	2. ☐
			C.	Service requirement only	1. ☐	2. ☐
				1.     Hours of Service requirement	1. ☐	2. ☐
			D.	Last day and service requirement. Must be a Covered Employee on last day	1. ☐	2. ☐
				1.     Hours of Service requirement	1. ☐	2. ☐
			E.	Last day and service requirement. Employment as an Employee other than a Covered Employee satisfies requirement	1. ☐	2. ☐
				1.     Hours of Service requirement	1. ☐	2. ☐
			F.	Last day or hours requirement. Employment as an Employee other than a Covered Employee satisfies the last day requirement. The Hours of Service requirement is:	1. ☐	2. ☐
				1.     1,000 Hours	1. ☐	2. ☐
				2.     501 Hours	1. ☐	2. ☐
		iii.	Exceptions to Last Day Allocation Requirements. Last day requirement does not apply in cases of:
			A.	Death	1. ☐	2. ☐
			B.	Disability	1. ☐	2. ☐
			C.	Retirement	1. ☐	2. ☐
				1.     Exception applies only to normal retirement	1. ☐	2. ☐
		iv.	Exceptions to Service Allocation Requirements. Service requirement does not apply in cases of:
			A.	Death	1. ☐	2. ☐
			B.	Disability	1. ☐	2. ☐
			C.	Retirement	1. ☐	2. ☐
				1.     Exception applies only to normal retirement	1. ☐	2. ☐
		v.	Employment Requirement for Re-Allocation
			A.	Re-allocate to Participants employed during the Plan Year by any Employer	1. ☐	2. ☐
			B.	Re-allocate only to Participants employed during the Plan Year by the Employer for whom the Participant last performed services	1. ☐	2. ☐
		vi.	Re-allocation based upon
			A.	Method of allocating Standard Nonelective Contribution	1. ☐	2. ☐
			B.	Ratio of Compensation	1. ☐	2. ☐
			C.	Ratio of deferral percentages	1. ☐	2. ☐
SECTION 22. CONTRIBUTION LIMITATIONS
22.1	CODE SECTION 415 LIMITATIONS
	a.	Limitations Under Other Plans. If limitations would be exceeded under multiple defined contribution plans maintained by Employer:
		i.	☐	Reduce contributions to be made under other plans first, then reduce under this Plan

31

		ii.	☒	Reduce contributions to be made under this Plan first then under other plans
		iii.	☐	Other reduction method
22.2	APPLICATION OF ADP/ACP TEST
	a.	ADP Testing Method. Nondiscrimination requirements for 401(k) Contributions will be satisfied:
		i.	☐	N/A. Nondiscrimination requirements do not apply because HCEs do not make 401(k) Contributions
		ii.	☒	Current year testing method (no Safe Harbor Contributions)
		iii.	☐	Prior year testing method. If this is the first Plan Year to provide for the CODA, prior year testing method is applied using:
			A.	☐	N/A. This is not the first Plan Year to provide for the CODA
			B.	☐	3% contribution assumption for non-HCEs
			C.	☐	Actual deferral percentages of non-HCEs for first Plan Year
		iv.	☐	Safe harbor applies for some or all Eligible Employees.
			A.	☐	ADP testing applies because (i) not all Employees eligible to make 401(k) Contributions are eligible for Safe Harbor Contributions (e.g., non-bargained employees receive Safe Harbor Contributions and bargained employees do not OR different age and service requirements apply for Safe Harbor Contributions than for 401(k) Contributions) or (ii) the discretionary Safe Harbor Nonelective Contribution option was selected. (current year testing applies.)
	b.	ADP Test Correction – Roth Contributions. If Roth 401(k) Contributions are permitted under the Plan, excess contributions attributable to 401(k) Contributions will be allocated and distributed as follows:
		i.	☐	First from Pre-Tax 401(k) Contributions, then from Roth 401(k) Contributions
		ii.	☐	First from Roth 401(k) Contributions, then from Pre-Tax 401(k) Contributions
		iii.	☐	Distribute in ratio that Participant’s Pre-Tax and Roth 401(k) Contributions bear to Participant’s total 401(k) Contributions for the Plan Year
	c.	ACP Testing Method. Nondiscrimination requirements for Matching/After-Tax Contributions will be satisfied:
		i.	☐	N/A. Nondiscrimination requirements do not apply because (i) HCEs do not make After-Tax Contributions or receive Matching Contributions or (ii) only bargained Employees make After-Tax Contributions or receive Matching Contributions
		ii.	☐	Current year testing method (no Safe Harbor Contributions or ACP testing is not satisfied for any Employees using the safe harbor method)
		iii.	☐	Prior year testing method. If this is the first Plan Year to provide for After-Tax or Matching Contributions, prior year testing method is applied using:
			A.	☐	N/A. This is not the first Plan Year to provide for After-Tax or Matching Contributions.
			B.	☐	3% contribution assumption for non-HCEs
			C.	☐	Actual contribution percentages of non-HCEs for first Plan Year
		iv.	☐	Safe harbor applies for some or all “eligible participants”.
			A.	☐	Nondiscrimination testing applies because (i) Participant may make After-Tax Contributions, (ii) not all Employees eligible to receive Matching Contributions are eligible for Safe Harbor Contributions (e.g., non-bargained employees receive Safe Harbor Contributions and bargained employees do not OR different age and service requirements apply for Safe Harbor Contributions than for Matching Contributions), (iii) Matching Contributions are made on contributions in excess of 6% of Compensation (or 10% if QACA Safe Harbor Matching Contributions are made), or (iv) the discretionary Safe Harbor Nonelective Contribution option was selected. (Current year testing applies.)
22.3	APPLICATION OF CODE SECTION 402(G) LIMITS.
	a.	☒	Participants may direct the Administrator to return 401(k) Contributions that exceed the 402(g) limits when combined with contributions to plans maintained by un-related employers (If the Participant made both Roth and Pre-Tax 401(k) Contributions to the Plan, the Participant must direct whether and to what extent the distribution will be made from his Pre-Tax and/or Roth 401(k) Contributions.)
	b.	☐	If excess deferrals are made under the Plan, the excess will be allocated and distributed as follows:
		i.	☐	First from Pre-Tax 401(k) Contributions, then from Roth 401(k) Contributions
		ii.	☐	First from Roth 401(k) Contributions, then from Pre-Tax 401(k) Contributions
		iii.	☐	Distribute in ratio that Participant’s Pre-Tax and Roth 401(k) Contributions bear to Participant’s total 401(k) Contributions for the calendar year

32

22.4	DETERMINATION OF INCOME OR LOSS
	a.	Income on contributions in excess of an applicable limit above (other than the 415 limitations) will be determined using:
		i.	☐	The method otherwise used to allocate income or loss to Participant’s Accounts under the Plan
		ii.	☒	The IRS alternative method
SECTION 23. INVESTMENT OF PARTICIPANT ACCOUNTS
23.1	PARTICIPANT DIRECTED INVESTMENTS
	a.	☒	Participants may direct investment of a portion or all of their Accounts
		i.	☒	Plan is intended to comply with ERISA Section 404(c)
		ii.	Available Investments. Except as may be elected in Section 23.3, regarding Employer stock, and Section 23.2, regarding self-directed brokerage funds, Investment Funds available for Participant-directed investment are selected by the Investment Fiduciary
		iii.	☐	Investment Fiduciary directs investment of the following Sub-Accounts:
		iv.	Change Investment Elections. Investment changes that are timely received in accordance with established procedures will be initiated as of the business day they are received by the Administrator (or its delegate) or the next following business day.
		v.	Failure to Direct Investments. If Participant fails to direct investments, his Account will be invested in the following Investment Fund(s): T. Rowe Price Retirement Fund with the target date closest to the year in which Participant turns 65
23.2	SELF-DIRECTED BROKERAGE FUND:
	a.	☒	Plan assets may be invested through a self-directed brokerage fund
		i.	Establishment of self-directed brokerage Investment Fund:
			A.	☐	is required by the Plan Sponsor, as settlor of the Plan
			B.	☒	may be selected by the Investment Fiduciary
23.3	INVESTMENT IN EMPLOYER STOCK:
	a.	☒	Plan assets may be invested in Employer stock
			(Employer stock must be publicly traded.)
		i.	Establishment of Employer stock Investment Fund:
			A.	☐	is required by the Plan Sponsor, as settlor of the Plan
			B.	☒	may be selected by the Investment Fiduciary
		ii.	☐	All or some Employer Contributions are required to be invested in Employer stock.
			A.	The following types of contributions are required to be invested in Employer stock:
				1.	☐	Standard Nonelective Contributions
				2.	☐	Additional Discretionary Nonelective Contributions
				3.	☐	Prior Nonelective Contributions
				4.	☐	Non-safe harbor Matching Contributions
				5.	☐	Prior non-safe harbor Matching Contributions
			B.	☐	Participants may transfer investments out of the Employer stock fund more frequently than as required under law
			C.	☐	Participants may direct investment of other contributions in Employer stock
23.4	INVESTMENT IN LIFE INSURANCE.
	a.	Plan assets may not be invested in life insurance.
23.5	TRANSFER OF INVESTMENTS
	a.	Transfer Effective Dates. Investment transfer elections that are timely received in accordance with established procedures will be initiated as of the business day they are received by the Administrator (or its delegate) or the next following business day.

33

SECTION 24. LOANS
24.1	AVAILABILITY
	a.	☒	The Plan permits Participant loans. Loans are permitted with the following restrictions, as applicable: (select all that apply)
		i.	☐	No restrictions on Sub-Accounts available for loans
		ii.	☒	Loans are not available from following portions of Participant’s Account:
			Note: If the Plan includes QVECs, loans may not be made from QVEC Sub-Accounts and such Sub-Accounts are not included in determining the maximum amount of a loan.
			A.	☐	Roth 401(k) Contributions Sub-Account.
				1.	☐	The balance of the Roth 401(k) Contributions Sub-Account is also excluded in determining maximum permissible loan amount
			B.	☒	Other specified Sub-Accounts: Qualified Nonelective Contributions
				1.	☒	The balance of the other Sub-Accounts is also excluded in determining maximum permissible loan amount
		iii.	☐	Loans are not permitted to individuals with Rollover Contributions under the Plan, but who have not met the requirements to become an Eligible Employee.
24.2	REPAYMENT OPTIONS.
	a.	☒	Loans are repaid through payroll withholding
		i.	☒	Participants may also make payments by other means specified in the loan agreement
24.3	DEFAULT. If a loan payment is missed, default occurs as provided in the written loan guidelines (but not later than the end of the calendar quarter following the quarter in which payment was due)
	(If a Participant makes loan payments after default, any such payments will be treated as After-Tax Contributions to the Plan for purposes of determining the Participant’s taxable basis in his Account.)
SECTION 25. HARDSHIP WITHDRAWALS
25.1	AVAILABILITY
	a.	☒	The Plan permits hardship withdrawals. The Plan permits hardship withdrawals from the following Accounts:
		i.	☒	Pre-Tax 401(k) Contributions (excluding interest credited after the later of (a) the last day of the Plan Year ending before July 1, 1989 or (b) December 31, 1988)
		ii.	☐	Roth 401(k) Contributions (excluding interest)
		iii.	☐	After-Tax Contributions
		iv.	☐	Rollover Contributions
		v.	☐	Designated Roth Rollover Contributions
		vi.	☐	In-Plan Roth Rollover Contributions
		vii.	☐	After-Tax Rollover Contributions
		viii.	☐	Nonelective Contributions (includes Standard and Additional Discretionary Nonelective Contributions)
		ix.	☐	Prior Nonelective Contributions
		x.	☐	Matching Contributions (includes Regular, Additional Discretionary, and True-Up Matching Contributions) (QMACs and Safe Harbor Matching Contributions may not be withdrawn because of hardship)1
		xi.	☐	Prior Matching Contributions (QMACs and Safe Harbor Matching Contributions may not be withdrawn because of hardship)1
		xii.	☐	Other: (specify Sub-Account(s))

¹ An exception applies for amounts credited to the Plan as of the later of (a) the last day of the Plan Year ending before July 1, 1989 or (b) December 31, 1988, if such amounts are accounted for separately and were available for hardship withdrawal under the terms of the plan in effect on that date.

34

25.2	DETERMINATION OF IMMEDIATE AND HEAVY FINANCIAL NEED.
	Note: Hardship needs under the Plan are based on the safe harbors specified in 401(k) regulations. These include Code Section 213(d) medical expenses, purchase of a principal residence, post-secondary education/tuition expenses (including room and board), prevention of eviction from or foreclosure on the mortgage of a principal residence, funeral and burial expenses, and repairs to a principal residence for which a casualty loss deduction would be available.
	a.	☐	In addition to the IRS safe harbor needs, hardship withdrawals of contributions other than 401(k) Contributions may be made under other non-discriminatory facts and circumstances, as follows:
			___________________________________________________________________________________.
			(Withdrawal criteria must be definitely determinable, non-discriminatory, and objective)
	b.	☐	Hardship withdrawals may be made to satisfy an immediate and heavy financial need of a Participant’s primary Beneficiary who is NOT the Participant’s Spouse or other dependent
			(Hardship withdrawals may only be made for the following needs of the primary Beneficiary: Code Section 213(d) medical expenses, post-secondary education/tuition expenses (including room and board), and funeral and burial expenses.)
25.3	DETERMINATION THAT PLAN DISTRIBUTION IS NECESSARY TO MEET NEED.
	a.	☒	Necessity for hardship withdrawal is determined using IRS suspension safe harbor
			((i) distribution doesn’t exceed amount of the need (plus amounts necessary to pay federal, state, or local income taxes or penalties), (ii) Participant has obtained all other distributions and loans available under all plans of the Employer or a Related Company, and (iii) the Participant’s “elective contributions” and “employee contributions” under all plans of the Employer or a Related Company are suspended for 6 months.)
	b.	☐	Necessity for hardship withdrawal is determined based on Employee’s certification
			(The Employee certifies that his financial need cannot be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by reasonable liquidation of the Employee’s assets, (iii) by suspending elective contributions and employee contributions to all plans maintained by the Employer or a Related Company, (iv) by other distributions or nontaxable loans from plans maintained by the Employer or a Related Company, or (v) by borrowing from commercial sources. A hardship withdrawal will not be deemed necessary if the Administrator has actual knowledge that the Employee’s certification is false.)
25.4	EFFECTIVE DATE OF HARDSHIP WITHDRAWAL
	a.	Hardship Withdrawal Effective Dates. Hardship withdrawals will be made as soon as reasonably practicable following approval.
25.5	OPTIONAL LIMITATIONS ON HARDSHIP WITHDRAWALS.
	a.	☐	Minimum Hardship Withdrawal Amount. The minimum hardship withdrawal amount is: $
		i.	☐	If less, Participant may withdraw 100% of his withdrawable interest
	b.	☐	Suspension of Further Hardship Withdrawals. The suspension period will last                     months
	c.	☐	Limit Number of Hardship Withdrawals. The number of hardship withdrawals a Participant may receive during the calendar year is limited to:
SECTION 26.			NON-HARDSHIP WITHDRAWALS
26.1	AVAILABILITY
	a.	☒	Non-hardship withdrawals are permitted under the Plan.
26.2	SOURCES AND CONDITIONS FOR NON-HARDSHIP WITHDRAWALS.
	a.	☒	Withdrawals at Any Time. The following amounts may be withdrawn at any time:
		i.	In-Plan Roth Rollover Contributions, if provided under the Plan (contributions rolled over as In-Plan Roth Rollover Contributions must still be distributable under conditions no less favorable than before the rollover)
		ii.	☐	After-Tax Contributions
		iii.	☒	Rollover Contributions
		iv.	☐	After-Tax Rollover Contributions
		v.	☐	Designated Roth Rollover Contributions

35

b. ☒ Withdrawals at Specified Age. The following amounts may be withdrawn only after reaching the specified age:

After-Tax	Rollover	After-Tax Rollover	Designated Roth Rollover	Pre-Tax 401(k)	Roth 401(k)	QNECs
i. ☐	ii. ☐	iii. ☐	iv. ☐	v. ☒59 1/2	vi. ☐	vii. ☐
				(³ 59 1⁄2)	(³ 59 1⁄2)	(³ 59 1⁄2)
QMACs	Safe Harbor	Prior Safe Harbor	Prior Money Purchase	Regular Match	Add’l Disc. Match	True-Up Match
viii. ☐	ix. ☐	x. ☐	xi. ☐	xii. ☐	xiii. ☐	xiv. ☐
(³ 59 1⁄2)	(³ 59 1⁄2)	(³ 59 1⁄2)	(³ 62)
Prior Match	Std Nonelective	Add’l Disc. Nonelective	Prior Nonelective
xv. ☐	xvi. ☐	xvii. ☐	xviii. ☐

	xix.	☐	Other contributions at age                  (specify other contribution(s) and conditions in a manner that is definitely determinable and not subject to employer discretion):
c.	☐	Employees may withdraw Nonelective/Matching Contributions after a specified period of participation as elected in the table below:
				Std Nonelective	Add’l Disc. Nonelective	Regular Match	Add’l Disc. Match	True-Up Match	Prior Nonelective	Prior Match
	i.	Withdrawal permitted after specified # months participation		A. ☐	B. ☐	C. ☐	D. ☐	E. ☐	F. ☐	G. ☐
	ii.	Withdrawal permitted after both specified # months participation & attainment of specified age		A. ☐        Mos       Age	B. ☐       Mos       Age	C. ☐       Mos       Age	D. ☐       Mos       Age	E. ☐       Mos       Age	F. ☐       Mos       Age	G. ☐       Mos       Age
d.	☐	Employees may withdraw amounts held at least 2 years as elected in the table below:
				Std Nonelective	Add’l Disc. Nonelective	Regular Match	Add’l Disc. Match	True-Up Match	Prior Nonelective	Prior Match
	i.	No other requirements		A. ☐	B. ☐	C. ☐	D. ☐	E. ☐	F. ☐	G. ☐
	ii.	Employee must also have specified # months of participation		A. ☐       Mos	B. ☐       Mos	C. ☐       Mos	D. ☐       Mos	E. ☐       Mos	F. ☐       Mos	G. ☐       Mos
	iii.	Employee must also have attained specified age		A. ☐       Age	B. ☐       Age	C. ☐       Age	D. ☐       Age	E. ☐       Age	F. ☐       Age	G. ☐       Age
	iv.	Employee must also have specified # months of participation and have attained specified age		A. ☐        Mos       Age	B. ☐       Mos       Age	C. ☐       Mos       Age	D. ☐       Mos       Age	E. ☐       Mos       Age	F. ☐       Mos       Age	G. ☐       Mos       Age

36

26.3	MILITARY SERVICE WITHDRAWALS
	a.	☒	Deemed Severance from Employment.1 A Participant engaged in military service more than 30 days may make a deemed severance withdrawal from the following:
		i.	☒	Pre-Tax 401(k) Contributions
		ii.	☐	Roth 401(k) Contributions
		iii.	☒	QNECs
		iv.	☐	QMACs
		v.	☐	Safe Harbor Contributions
		vi.	☐	Prior Safe Harbor Contributions
1Deemed severance withdrawals are subject to the 10% tax on early distributions and the Participant must be suspended from making 401(k) and After-Tax Contributions for at least 6 months.
	b.	☒	Qualified Reservist Withdrawal.2 A Participant who is a member of a reserve component and is ordered or called to active duty for a period in excess of 179 days (or for an indefinite period) may make a qualified reservist withdrawal of the following contributions:
		i.	☒	Pre-Tax 401(k) Contributions
		ii.	☐	Roth 401(k) Contributions
2   Qualified reservist withdrawals are exempt from the 10% tax on early distributions and no contribution suspension applies.
	c.	☐	A Participant absent from employment because of military leave for at least              days may make a withdrawal from the following:
		i.	☐	After-Tax Contributions
		ii.	☐	Rollover Contributions
		iii.	☐	After-Tax Rollover Contributions
		iv.	☐	Designated Roth Rollover Contributions
		v.	☐	Nonelective Contributions1
		vi.	☐	Prior Nonelective Contributions
		vii.	☐	Matching Contributions2
		viii.	☐	Prior Matching Contributions
1    Nonelective Contributions include Standard and Additional Discretionary Nonelective Contributions.
2    Matching Contributions include Regular, Additional Discretionary, and True-Up Matching Contributions.
26.4	EFFECTIVE DATE OF NON-HARDSHIP WITHDRAWALS
	a.	Non-Hardship Withdrawal Effective Dates. Non-hardship withdrawals will be made as soon as reasonably practicable following approval.
26.5	OPTIONAL LIMITATIONS ON NON-HARDSHIP WITHDRAWALS
	a.	☐	100% Vesting Requirement. Non-hardship withdrawals may only be made from a particular Sub-Account if the Participant is 100% vested in the Sub-Account.
	b.	☐	Minimum Non-Hardship Withdrawal Amount. The minimum non-hardship withdrawal amount is: $
		i.	☐	If less, Participant may withdraw 100% of his withdrawable interest
	c.	☐	Single suspension of                      months applies following any non-hardship withdrawals before a further non-hardship withdrawal is permitted
	d.	☐	Single limit applies on the number of non-hardship withdrawals a Participant may receive during the calendar year equal to:

37

e. ☐ Separate suspension periods and/or limitations apply to further non-hardship withdrawals of the same type of contributions as elected in the table below:

						Suspension period is specified number of months	Suspension period is remainder of Plan Year and the next following Plan Year	Limit on number of non-hardship withdrawals permitted during calendar year
		i.	After-Tax Contributions			1. ☐	2. ☐	3. ☐
		ii.	After-Tax Rollover Contributions			1. ☐	2. ☐	3. ☐
		iii.	Designated Roth Rollover Contributions			1. ☐	2. ☐	3. ☐
		iv.	In-Plan Roth Rollover Contributions			1. ☐	2. ☐	3. ☐
		v.	All Other Rollover Contributions			1. ☐	2. ☐	3. ☐
		vi.	Pre-Tax 401(k) Contributions			1. ☐	2. ☐	3. ☐
		vii.	Roth 401(k) Contributions			1. ☐	2. ☐	3. ☐
		viii.	QNECs			1. ☐	2. ☐	3. ☐
		ix.	QMACs			1. ☐	2. ☐	3. ☐
		x.	Safe Harbor Contributions			1. ☐	2. ☐	3. ☐
		xi.	Prior Safe Harbor Contributions			1. ☐	2. ☐	3. ☐
		xii.	Standard Nonelective Contributions			1. ☐	2. ☐	3. ☐
		xiii.	Additional Discretionary Nonelective Contributions			1. ☐	2. ☐	3. ☐
		xiv.	Prior Nonelective Contributions			1. ☐	2. ☐	3. ☐
		xv.	Regular Matching Contributions			1. ☐	2. ☐	3. ☐
		xvi.	Additional Discretionary Matching Contributions			1. ☐	2. ☐	3. ☐
		xvii.	True-Up Matching Contributions			1. ☐	2. ☐	3. ☐
		xviii.	Prior Matching Contributions			1. ☐	2. ☐	3. ☐
	f.	The above limitations will not apply to military service withdrawals.
SECTION 27. TIMING OF DISTRIBUTIONS
27.1	DISTRIBUTIONS TO PARTICIPANTS FOLLOWING TERMINATION
	a.	Receipt of Distribution. Subject to the cash-out rules in 27.2 below, upon proper application for benefits, a Participant who terminates employment shall receive distribution:
		i.	☒	As soon as reasonably practicable
		ii.	☐	As soon as reasonably practicable following         (£ 5) Breaks in Vesting Service or, if earlier, Normal Retirement Date
		iii.	☐	As soon as reasonably practicable after the end of the Plan Year in which his employment terminates
		iv.	☐	As soon as reasonably practicable following Normal or Early Retirement Date. A Participant who satisfies the service requirement for early retirement, but terminates employment before reaching early retirement age will be entitled to receive distribution upon reaching early retirement age.
	b.	Option to Postpone Distribution. A Participant who terminates employment may postpone distribution until:
		i.	If the Participant terminates prior to Normal Retirement Date:
			A.	☐	Later of age 62 or Normal Retirement Date
			B.	☒	Required Beginning Date

38

		ii.	If the Participant retires on or after Normal Retirement Date:
			A.	☒	Required Beginning Date
			B.	☐	May not postpone
	c.	Distribution Following Notice. Distribution notice will be provided to a Participant no more than 180 days before his Benefit Commencement Date and the Participant may waive the 30-day waiting period to receive distribution.
27.2	CASH-OUTS
	a.	☒	Small account balances will be cashed out upon a distribution event.
		i.	The cash-out amount is:
			A.	☒	$1,000
			B.	☐	$5,000
			C.	☐	$                 (< $5,000)
		ii.	☐	Rollover Contributions will be disregarded in determining whether Account will be cashed out
				(Regardless of the election above, a Participant’s Rollover Contributions are included in determining whether a Participant’s distribution exceeds $ 1,000 for purposes of the mandatory rollover rules.)
27.3	COMMENCEMENT OF BENEFITS WHILE EMPLOYED. The following provisions apply: (select all that apply)
	a.	☒	A Participant who continues employment beyond Normal Retirement Date may elect to commence retirement benefits while employed
	b.	☐	A Participant who incurs a Disability and continues employment may elect to commence retirement benefits.
27.4	POST 70 1⁄2 DISTRIBUTIONS – REQUIRED BEGINNING DATE. A Participant (other than a 5% owner) who continues employment beyond April 1 of the calendar year following the year he attains age 70 1⁄2:
	a.	☐	Is required to commence retirement benefits as of that date (old rule)
	b.	☒	May not commence retirement benefits as of that date, unless commencement is required under Code Section 401(a)(9) as amended by the Small Business Job Protection Act of 1996 (new rule)
27.5	PARTIAL DISTRIBUTIONS
	a.	☐	Partial Distributions to Participants. Participant whose employment terminates or who is entitled to commence payment while employed, as provided in 27.3 above, may elect partial distribution from time to time
	b.	☐	Partial Distributions to Beneficiaries. Subject to the rules described in 27.6 below, a Beneficiary entitled to payment may elect partial distribution from time to time
27.6	REQUIRED COMMENCEMENT OF DISTRIBUTION TO BENEFICIARIES. Distribution to Beneficiary of Participant who dies before his Required Beginning Date will be made:
	a.	☐	In full by the end of the calendar year that contains the 5th anniversary of Participant’s death (or, if later, by the end of the calendar year in which the Participant would have reached age 70 1⁄2 if Participant’s Spouse is sole Beneficiary)
			(Select if Plan provides only for single sum payments to Beneficiaries – no installments, no annuities, and no required minimum distributions)
	b.	☒	Either (1) in full within 5 years of Participant’s death or (2) in installments over the Beneficiary’s life expectancy, as elected by the Participant or Beneficiary.
			(Select if Plan provides for both (a) single sum payments and (b) installment, annuity, or required minimum distribution payments to Beneficiaries.)
			A.	If no election is made, distribution will be made:
				1.	☒	In full by the end of the calendar year that contains the 5th anniversary of Participant’s death (or, if later, by the end of the calendar year in which the Participant would have reached age 70 1⁄2 if Participant’s Spouse is sole Beneficiary)
				2.	☐	In installments over Beneficiary’s life expectancy beginning no later than the end of the calendar year immediately following the year of the Participant’s death (or, if later, by the end of the calendar year in which the Participant would have reached age 70 1⁄2, if Participant’s Spouse is sole Beneficiary)

39

SECTION 28. FORMS OF PAYMENT
28.1	FORM OF PAYMENT TO PARTICIPANT. Subject to the cash-out rules in 27.2 above, a Participant may receive payment in the following form(s):
	a.	Single sum
	b.	☐	Annuities
		i.	Normal/Optional Form of Payment. Annuities are the:
			A.	☐	Normal form
			B.	☐	Optional form
		ii.	Forms of annuity. Available forms of annuity are:
			A.	☐	Limited to period certain annuities (annuities payable for a specified number of months or years, rather than over the life of the Participant)
				1.	☐	The specified payment period may be any period designated by the Participant (not to exceed the joint life expectancies of the Participant and his Beneficiary)
				2.	☐	The Participant may only elect one of the following payment periods:
			B.	☐	May provide for payment over the life of the Participant
				1.	☐	The Participant may select any form of annuity that can be purchased by the Plan
				2.	☐	The Participant may only elect among the following forms of annuity:
				3.	☐	Unless the Participant elects otherwise, if payment is to be made in an annuity, it will be a life annuity or QJSA (payment elections will be subject to the requirements of Code Section 417)
		iii.	Special annuity requirements. If an annuity is payable over the life of the Participant, either as the normal form or because the Participant elected such an option, the following provisions apply:
			A.	Survivor percentage under QJSA is 50% unless a larger percentage is indicated:                     %
			B.	QPSA Provisions: (select all that apply)
				1.	☐	The QPSA is purchased with 50% of the Participant’s Account (if not selected, the QPSA will be purchased with 100% of the Participant’s Account)
				2.	☐	To receive QPSA, the Spouse must have been married to Participant for one year preceding death
				3.	☐	QPSA waiver is permitted.
					a.	☐    Pre-35 QPSA waivers are permitted
	c.	☐	Installment payments over period specified by Participant
		i.	☐	Participants may elect to accelerate installments
			A.	☐	The election to accelerate installment payments as of a specified date must be made when payments start
	d.	☒	Required minimum distributions (RMDs) (select only if Plan does not otherwise provide for installment payments)
		i.	RMDs Payable. Required minimum distributions are payable after a Participant’s Required Beginning Date (as defined in the Base Plan Document based on the election in Section 27.4) as follows:
			A.	☐	Only while Employee continues employment after Required Beginning Date
			B.	☒	If payments start at Participant’s Required Beginning Date, whether or not Participant is still employed on that date
	e.	☒	Eliminate Forms of Payment. The restatement eliminates the following forms of benefit: (select all that apply)
		i.	☐	Annuity forms of payment
		ii.	☒	Installment form of payment
	f.	☒	A Participant may elect distribution in more than one form of payment
28.2	FORM OF PAYMENT TO BENEFICIARY.
	a.	Subject to the cash-out rules in 27.2 above and the QPSA requirements, if a Participant dies before payments start, distribution to the Participant’s Beneficiary will be made in the following form:
		i.	☐	Any of the forms of payment available to the Participant, as elected by the Beneficiary1
		ii.	☒	Single sum only
1      Note: Legal rules limit the period over which payments may be made to a Participant’s Beneficiary. For example, payment may not be made over the joint lives of the Beneficiary and another person.

40

	b.	☒	Regardless of the election in a above, if the Participant dies before his Required Beginning Date (as defined in the Base Plan Document based on the election in Section 27.4), the Beneficiary may receive RMDs
28.3	IN-KIND DISTRIBUTIONS. THE FOLLOWING DISTRIBUTIONS MAY BE MADE IN KIND:
	a.	☐	No in-kind distributions
	b.	☒	Only Employer stock may be distributed in kind1
	c.	☐	Only distributions from self-directed brokerage Investment Fund (as described in 23.2 above) may be made in kind
	d.	☐	Distributions of Employer stock1 or from self-directed brokerage Investment Fund (as described in 23.2 above) may be made in kind
1    In-kind distributions of Employer stock are permitted only to the extent a Participant’s Account is invested in such stock. A Participant does not otherwise have the right to demand payment of his benefit under the Plan in the form of Employer securities.
28.4	☐	GRANDFATHERED PAYMENT OPTIONS. Special payment forms are preserved for specified Participant groups
SECTION 29. MISCELLANEOUS DISTRIBUTION PROVISIONS
29.1	EFFECT OF REEMPLOYMENT
	a.	Right to Distribution and Form of Payment. If a Participant is reemployed, he will lose his right to distribution attributable to his prior retirement or termination. If his Benefit Commencement Date occurred before reemployment, no further distribution will be made until his subsequent termination and his prior form of payment election is null and void.
	b.	Annuity Requirements. If Participant elected optional life annuity, annuity requirements continue to apply to:
		i.	☐	Only prior Account
		ii.	☐	Full Account
29.2	BENEFICIARIES. If no Beneficiary has been designated or no Beneficiary survives the Participant, the default Beneficiary will be Participant’s Spouse or, if none:
	a.	☐	Participant’s estate
	b.	☐	Participant’s surviving children in equal shares or, if none, Participant’s estate
	c.	☒	Participant’s issue, per stirpes, or, if none, Participant’s estate
	d.	☐	Participant’s issue, per stirpes, or, if none, Participant’s surviving parents in equal shares, or, if none, Participant’s estate
29.3	DOMESTIC PARTNER PROVISIONS
	a.	☐	If a Participant has a Domestic Partner, the Participant’s Domestic Partner will be treated as the Participant’s Spouse for Beneficiary and consent purposes.
SECTION 30. MISCELLANEOUS
30.1	DEFINITION OF DISABILITY.
	(Complete only if Plan includes a feature that is contingent upon a Participant’s Disability.)
	a.	Participant is Disabled if he satisfies any of the criteria selected below:
		i.	☐	Eligible for social security disability
		ii.	☐	Eligible for benefits under Employer’s long term disability program
		iii.	☐	Determined by the Administrator on the basis of medical evidence satisfactory to it
			A.	☐	Unable to engage in any occupation for pay or profit
			B.	☐	Unable to perform usual and customary duties for Employer
		iv.	☐	Other (must be definitely determinable and not subject to Employer discretion):

41

30.2	DEFINITION OF HCE
	a.	Look back year is the:
		i.	☒	12-month period immediately preceding Plan Year
		ii.	☐	Calendar year beginning within the 12-month period immediately preceding Plan Year (may select only if Plan Year is not calendar year)
	b.	Are HCEs limited to top-paid 20% of Employees?
		i.	☐	Yes.
		ii.	☒	No.
30.3	TOP-HEAVY PROVISIONS
	a.	Applicability. Top-heavy provisions apply as follows:
		i.	☒	Provisions do not apply because Plan covers only collectively-bargained Employees (less than 50% of whom are owners, officers or executives)
		ii.	☐	Provisions do not apply because Plan provides only for 401(k) Contributions, Matching Contributions, and/or Safe Harbor Contributions that satisfy non-discrimination requirements using the safe harbor method
	b.	☐	Vesting schedule for prior contributions does not meet the requirements of Code Section 416
		i.	Applicability of Top-Heavy Schedule. If the Plan becomes top-heavy, the top-heavy vesting schedule identified below will apply to such prior contributions for all future Plan Year.
		ii.	Top-Heavy Vesting Schedule is:
			A.	☐	3 year cliff vesting
			B.	☐	2-6 year graded vesting
			C.	☐	Other vesting (must be at least as favorable as 2-6 year graded vesting.)

Years of Vesting Service Vested Interest

c.	☐	Plan Coverage. Employees are also covered under a defined benefit and/or another defined contribution plan: (select all that apply)
	i.	☐	A defined benefit plan. If the defined benefit plan is also top-heavy, Employees will receive top-heavy benefit from:
		A.	☐	This Plan equal to 5% of “415 compensation”
		B.	☐	The defined benefit plan
			1.	☐	Benefits provided under this Plan offset the minimum benefit required under the defined benefit plan
		C.	☐	Each plan without regard to the other
		D.	☐	No top-heavy benefit is required because a comparability analysis of the benefits provided under both plans proves the minimum benefit requirements are satisfied
	ii.	☐	Another defined contribution plan. If the defined contribution plan is also top-heavy, Employees will receive top-heavy benefit from:
		A.	☐	This Plan
			1.	☐	Benefits provided under the other plan offset the minimum benefit required under the Plan
		B.	☐	The other defined contribution plan
			1.	☐	Benefits provided under the Plan offset the minimum benefit required under the other plan

42

	d.	☐	If necessary for determining the present value of cumulative accrued benefits under aggregated defined benefit plans, the following factors shall be used:
		i.	Interest rate:
		ii.	Mortality table:
	e.	Top-Heavy Minimum Contributions. Top-heavy minimum contributions will be made:
		i.	☐	Only to non-key Employees
		ii.	☐	To both key and non-key Employees
		iii.	☐	Only for top-heavy Plan Years
		iv.	☐	For all Plan Years, regardless of whether Plan is now or ever was top-heavy
30.4	GOVERNING LAW. The Plan shall be governed by the laws of the following state or commonwealth: MD
30.5	PLAN EXPENSES
	a.	Administrative Expenses. Reasonable administrative expenses of the Plan will be paid from the Plan, except the Employers may elect to pay some or all such expenses.
30.6	SUPERSEDING PLAN PROVISIONS
	a.	☐	The Plan includes special provisions that supersede any inconsistent provisions of the Adoption Agreement or Base Plan Document
			(If the Plan includes superseding provisions, the Plan Sponsor may no longer rely on the volume submitter practitioner’s advisory letter. In order to have reliance, the Plan must apply for its own determination letter.)

SECTION 31. VOLUME SUBMITTER INFORMATION

31.1 USE AND APPLICATION OF VOLUME SUBMITTER DOCUMENT

The PDS Premier™ Volume Submitter 401(k) Savings/PS Plan Adoption Agreement No. 001 may be used only in conjunction with the PDS Premier™ Volume Submitter 401(k) Savings/PS Plan Base Plan Document No. 01. The volume submitter practitioner will provide information to the Plan Sponsor of any amendments made to the PDS Premier™ Volume Submitter 401(k) Savings/PS Plan or of the discontinuation or abandonment of the PDS Premier™ Volume Submitter 401(k) Savings/PS Plan.

The Plan Sponsor may rely on the advisory letter issued to the volume submitter practitioner by the Internal Revenue Service as evidence that the Plan is qualified under Section 401 of the Internal Revenue Code only to the extent provided in Revenue Procedure 2011-49. The Plan Sponsor may not rely on the advisory letter in certain other circumstances or with respect to certain qualification requirements, which are specified in the advisory letter issued with respect to the PDS Premier™ Volume Submitter 401(k) Savings/PS Plan and in Revenue Procedure 2011-49.

In order to have reliance in such circumstances, application for a determination letter must be made to Employee Plans Determinations of the Internal Revenue Service.

Failure to properly fill out the Adoption Agreement may result in the disqualification of the Plan.

Questions regarding adoption of the PDS Premier™ Volume Submitter 401(k) Savings/PS Plan, the intended meaning of any volume submitter plan provisions, or the effect of the advisory letter issued by the Internal Revenue Service with respect to the PDS Premier™ Volume Submitter 401(k) Savings/PS Plan may be addressed to the volume submitter practitioner’s agent designated for such purpose in 31.2 below.

31.2 AGENT FOR VOLUME SUBMITTER PRACTITIONER

T. Rowe Price Retirement Plan Services, Inc.

P.O. Box 89000, OM-2102

Baltimore, MD 21289-2102

31.3 IDENTIFICATION OF VOLUME SUBMITTER PRACTITIONER

Plan Document Systems™

1919 M Street, NW

Suite 700

Washington, DC 20036

800-333-PLAN (7526)

43

SECTION 32. EXECUTION

This Plan must be signed and dated below by all the indicated parties to be effective

EXECUTED AT                                                                                                                                                               ,

                                             , this                                      day of                                  20                    .

Agrium U.S. Inc.

By:_______________________________________

Title:__________________________________

44

PARTICIPATION AGREEMENT

FOR

AGRIUM 401(K) SAVINGS PLAN FOR UNION EMPLOYEES AT FLORENCE, AL; MULBERRY, FL & AMERICUS, GA

This Participation Agreement is adopted by the participating Employer identified below to reflect its participation in the Plan. By executing this Participation Agreement, the Employer identified below agrees to be bound by the terms of the Plan and the Trust Agreement as adopted by the Plan Sponsor, including any amendments thereto and any elections made by the Plan Sponsor.

Identification of Employer:	Crop Production Services (Employer name)
	73-1175488 (EIN)
Effective date of participation:	November 1, 2010 (month/day/year)

This Participation Agreement must be signed and dated below by the participating Employer to be effective.

EXECUTED AT                                                                                                                                                           ,

                                                 , this                                  day of                                          20                            .

Crop Production Services

By:_______________________________________

Title:__________________________________

45

ADDENDUM A

INTERIM RETROACTIVE COMPLIANCE AMENDMENT

EFFECTIVE DATES

A.1	GENERAL COMPLIANCE
	a.	Unless otherwise specifically provided by the terms of the Plan, this amendment and restatement is effective with respect to each change made to satisfy the provisions of (i) final Treasury Regulations issued under Code Section 401(k) and 415 (“final 415 Regulations”), (ii) the Pension Protection Act of 2006 (“PPA”), (iii) the Heroes Earnings Assistance and Relief Act of 2008 (“HEART”), (iv) the Worker, Retiree and Employee Recovery Act of 2008 (“WRERA”), (v) the Small Business Jobs Act of 2010 (“SBJPA”), or (vi) any regulations, rulings, or other published guidance issued under the Code, ERISA, PPA, HEART, WRERA, or SBJPA, the first day of the first period (which may or may not be the first day of a Plan Year) with respect to which such change became required because of such provision (including any day that became such as a result of an election or waiver by an Employee or a waiver or exemption issued under the Code, ERISA, PPA, HEART, WRERA, or SBJPA), including, but not limited to, the provisions described in this Addendum.
A.2	RETROACTIVE EFFECTIVE DATES TO REFLECT COMPLIANCE WITH INTERIM LEGAL CHANGES
	a.	Final 415 Compliance:
		i.	Unless a different date is specified below, the following provisions were effective as of the first day of the first limitation year beginning on or after July 1, 2007:
			A.	☒	Compensation: The definition of “Compensation” was amended to include only post-severance amounts permitted to be included as “415 compensation”.
				1.	☐	A later effective date applies:
			B.	415 Compensation: The definition of “415 compensation” was amended to include only permissible post-severance amounts.
			C.	415 Limits: The 415 limitations were amended to reflect the final 415 regulations effective the first day of the first limitation year beginning on or after July 1, 2007.
	b.	PPA Compliance (as modified by HEART, WRERA, and SBJPA)
		i.	Unless a different date is specified below, the following provisions (if applicable) were effective as of the first day of the first Plan Year beginning on or after January 1, 2007:
			A.	Rollover Contributions to the Plan:
				1.	☐	The Plan was amended to permit Rollovers Contributions to the Plan of after-tax employee contributions from a 403(b) plan.
					a. ☐	A later effective date applies:
				2.	☐	The Plan was amended to permit Rollovers Contributions to the Plan of designated Roth contributions from a 403(b) plan.
					a. ☐	A later effective date applies:
			B.	Definition of Eligible Retirement Plan:
				1.	Effective for distributions made after December 31, 2006, the definition of “eligible retirement plan” was amended to permit direct rollovers of After-Tax Contributions from the Plan to a defined benefit plan or 403(b) annuity that separately accounts for them.
				2.	Effective for distributions made after December 31, 2006, the definition of “eligible retirement plan” was amended to permit direct rollovers of Roth 401(k) Contributions from the Plan to a 403(b) annuity that separately accounts for them.
				3.	Effective for distributions made after December 31, 2008, the definition of “eligible retirement plan” was amended to permit direct rollovers to Roth IRAs.
			C.	Direct Rollovers by Non-Spouse Beneficiaries: The Plan was amended to permit a Participant’s non-Spouse Beneficiary to make a direct rollover of any distribution made after the effective date to an inherited IRA.
				1.	☐	A later effective date applies:                     (cannot be later than the first day of the first Plan Year beginning after December 31, 2009)

46

		D.	Vesting of Nonelective Contributions: If applicable, the vesting schedule applicable to Nonelective Contributions was amended with respect to contributions made on or after the effective date to provide for vesting in accordance with a schedule that provides for vesting no less rapidly than in accordance with a 3-year cliff or 2-6 year graded vesting schedule.
		E.	Diversification of Employer Stock: If applicable, the Plan was amended with respect to Employer stock acquired in Plan Years beginning on or after the effective date to permit Participants to (i) divest and re-invest elective 401(k) Contributions and After-Tax Contributions invested in Employer stock in other investment options at any time and (ii) divest and re-invest Employer Contributions invested in Employer stock in other investment options, after the Participant has completed 3 years of service. The diversification provisions are effective with respect to Employer stock acquired in prior Plan Years on a graduated basis beginning with the 2007 Plan Year, unless a Participant is age 55 and has completed 3 years of service before the first day of the 2007 Plan Year, in which case the diversification requirements apply to the Participant’s full investment in Employer stock.
		F.	☒	Qualified Reservist Withdrawals: The Plan was amended to provide for “qualified reservist withdrawals”.
			1.	☒	A different effective date applies: November 1, 2010 (cannot be earlier than September 11, 2001)
		G.	☐	Hardship Withdrawals for Beneficiary’s Need: Effective for withdrawals made after January 7, 2009, the Plan was amended to permit a hardship withdrawal by the Participant to satisfy an immediate and heavy financial need of the Participant’s primary Beneficiary.
			1.	☐	A later effective date applies:
		H.	☒	Notice and Election Period: The notice and election period for electing payment of an Account exceeding the applicable cash-out limit or waiving the Qualified Joint and Survivor Annuity or Single Life Annuity form of payment was extended to 180-days preceding the Benefit Commencement Date.
			1.	☐	A later effective date applies:
		I.	QOSA: If applicable, the Plan was amended to provide a Qualified Optional Survivor Annuity form of payment.
		J.	Gap Period Income: Effective for Plan Years beginning on or after January 1, 2008, the Plan was amended to provide that distributions of “excess deferrals”, “excess contributions”, “excess aggregate contributions”, and 401(k) Contributions that exceed the limits under Code Section 402(g) when aggregated with a plan maintained by an un-related employer shall not include income or loss for the gap period between the end of the Plan Year in which they were contributed and the date of distribution.
c.	HEART Compliance
	i.	Unless a different date is specified below, the following provisions were effective as of the first day of the first Plan Year beginning on or after January 1, 2007:
		A.	☐	Compensation: Effective for Plan Years beginning after December 31, 2008, the definition of “Compensation” was amended to include differential pay.
			1.	☐	A later effective date applies:
		B.	415 Compensation: Effective for limitation years beginning after December 31, 2008, the definition of “415 compensation” was amended to include differential pay.
		C.	Death While in Qualified Military Service: The Plan was amended to provide that upon the death of a Participant absent from employment due to qualified military service:
			1.	The Participant was treated as having returned to employment immediately prior to death for all purposes, other than accruing additional benefits under the Plan.
			2.	☐	The Participant was also treated as having returned to employment immediately prior to death for purposes of accruing additional benefits under the Plan.
				a.	☐ A later effective date applies:
		D.	Disability While in Qualified Military Service: The Plan was amended to provide that if a Participant became Disabled while absent from employment due to qualified military service:
			1.	☐	The Participant was treated as having returned to employment immediately prior to disability for all purposes, other than accruing additional benefits under the Plan.
				a. ☐	A later effective date applies:
			2.	☐	The Participant was also treated as having returned to employment immediately prior to disability for purposes of accruing additional benefits under the Plan.
				a. ☐	A later effective date applies:

47

		E.	☒	Deemed Severance from Employment: Effective for Plan Years beginning after December 31, 2008, a Participant absent from work because of qualifying military service for more than 30 days is deemed to have terminated employment for purposes of eligibility to receive a distribution of 401(k) Contributions, QNECs, and Safe Harbor Contributions.
			1.	☒	A later effective date applies: November 1, 2010
	ii.	WRERA Compliance
		A.	☒	Special MRD Rules: The Plan was amended to provide the following with respect to minimum required distributions made with respect to the 2009 calendar year:
			1.	☒	Minimum required distributions were made for the 2009 calendar year, unless a Participant or Beneficiary affirmatively elected not to receive the distribution.
			2.	☐	Minimum required distributions were not made for the 2009 calendar year, unless a Participant or Beneficiary affirmatively elected to receive the distribution.
			3.	☐	If the first minimum required distributions commenced for the 2009 calendar year, distribution did not commence unless a Participant or Beneficiary affirmatively elected to receive the distribution. If minimum required distributions commenced prior to the 2009 calendar year, distributions were made for the 2009 calendar year, unless a Participant or Beneficiary affirmatively elected not to receive the distribution.
d.	SBJPA Compliance
	i.	☐	Unless a later effective date is specified below, effective beginning September 27, 2010, the Plan was amended to permit In-Plan Roth Rollover Contributions.
		A.	☐	A later effective date applies:

48

EX-5.1

Exhibit 5.1

	Barristers & Solicitors / Patent & Trade mark Agents
January 2, 2018
	Norton Rose Fulbright Canada LLP
By Courier	400 3rd Avenue SW, Suite 3700 Calgary, Alberta T2P 4H2 Canada
Nutrien Ltd.	F: +1 403.264.5973
13131 Lake Fraser Drive, S.E.	nortonrosefulbright.com
Calgary, AB T2J 7E8

Suite 500, 122-1^st Avenue South

Saskatoon, SK S7K 7G3

Dear Sirs/Mesdames:

We act as counsel to Nutrien Ltd. (Nutrien or the Registrant) for purposes of providing this opinion in connection with the following plans:

• Nutrien Amended and Restated Stock Option and Tandem SAR Plan (the Stock Option / TSAR Plan) (formerly named the Agrium Amended and Restated Stock Option and Tandem SAR Plan);

• Agrium 401(k) Retirement Savings Plan (the Retirement Plan);

• Agrium U.S. Retail 401(k) Savings Plan (the Savings Plan); and

• Agrium 401(k) Savings Plan For Union Employees at Florence, AL; Mulberry, FL & Americus, GA. (the Union Plan).

The Stock Option / TSAR Plan, Retirement Plan, Savings Plan and Union Plan are collectively referred to as the Plans.

On January 1, 2018, pursuant to an Arrangement Agreement dated September 11, 2016 (the Arrangement Agreement) between Agrium Inc. (Agrium) and Potash Corporation of Saskatchewan Inc. (PotashCorp), each of Agrium and PotashCorp became an indirect wholly-owned subsidiary of Nutrien, a parent entity formed to manage and hold the combined businesses of Agrium and PotashCorp as a result of the transactions under the plan of arrangement under the Canada Business Corporations Act involving, among others, the Registrant, Agrium and PotashCorp (the Arrangement).

In connection with the Arrangement, the Stock Option / TSAR Plan was assumed by Nutrien, and stock options (each, an Agrium Option) to purchase common shares of Agrium were assumed by Nutrien and exchanged immediately after completion of the Arrangement for stock options (each, a Replacement Option) to purchase 4,813,018 common shares, no par value (Common Shares), of Nutrien, on the basis set forth in the Arrangement Agreement. The Retirement Plan, Savings Plan and Union Plan will remain as plans of Agrium but will be settled in Common Shares and not Agrium common shares.

We are providing this opinion in connection with the filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the Registration Statement) to register under the Securities Act of 1933, as amended (the US Securities Act) an aggregate of 8,813,018 Common Shares, which covers Common Shares issuable pursuant to the Plans and any additional Common Shares that may become issuable in respect of the securities identified above to prevent dilution resulting from any stock dividend, stock split, recapitalization or other similar transaction (collectively, the Plan Shares).

Norton Rose Fulbright Canada LLP is a limited liability partnership established in Canada,

Norton Rose Fulbright Canada LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright South Africa Inc and Norton Rose Fulbright US LLP are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients Details of each entity, with certain regulatory information, are at nortonrosefulbright.com.

In connection with this opinion we have examined such corporate records of Nutrien and such other documents as we have considered appropriate and necessary to enable us to express the opinions hereinafter set forth. In our examinations, we have assumed the genuineness of all signatures, the legal capacity of all individuals who have signed personally, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified or true copies or photocopies. We have also considered such questions of law as we have deemed relevant and necessary as a basis for the opinions hereinafter expressed.

We are qualified to practice law in the Province of Alberta and the opinions hereinafter expressed are limited to the laws of the Province of Alberta and the federal laws of Canada applicable therein.

Based and relying upon the foregoing we are of the opinion that, when issued, delivered and paid for in accordance with the terms of the Plans, the Plan Shares shall be duly authorized, validly issued, fully-paid and non-assessable common shares of Nutrien.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the US Securities Act.

Yours very truly,

/s/ Norton Rose Fulbright Canada LLP

2

EX-5.2

Exhibit 5.2

INTERNAL REVENUE SERVICE P. O. BOX 2508 CINCINNATI, OH 45201	DEPARTMENT OF THE TREASURY
Date: SEP 11 2014	Employer Identification Number:     91-1589568
	DLN:     17007043082024
AGRIUM US INC	Person to Contact:
16 EXECUTIVE DR STE 310	STEVEN R TRUMBO                     ID# 31370
FAIRVIEW HEIGHTS, IL 62208	Contact Telephone Number:     (513) 263-3222
	Plan Name:     AGRIUM 401K RETIREMENT SAVINGS PLAN
	Plan Number: 002

Dear Applicant:

We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.

Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.

The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provides examples of the effect of a plan’s operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.

This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.

This determination letter gives no reliance for any qualification change that becomes effective, any guidance published, or any statutes enacted, after the issuance of the Cumulative List (unless the item has been identified in the Cumulative List) for the cycle under which this application was submitted.

This determination letter is applicable for the amendment(s) executed on 12/22/09 & 10/28/10.

This determination letter is also applicable for the amendment(s) dated on 12/22/10 & 03/22/11.

This determination letter is also applicable for the amendment(s) dated on 01/30/14.

Letter 2002

- 2 -

AGRIUM US INC

This letter may not be relied on after the end of the plan’s first five-year remedial amendment cycle that ends more than 12 months after the application was received. This letter expires on January 31, 2019. This letter considered the 2 012 Cumulative List of Changes in Plan Qualification Requirements.

This is not a determination with respect to any language in the plan or any amendment to the plan that reflects Section 3 of the Defense of Marriage Act, Pub. L. 104, 110 stat. 2419 (DOMA) or U.S. v. Windsor, 570 U.S. 12 (2013), which invalidated that section.

We have sent a copy of this letter to your representative as indicated in the Form 2848 Power of Attorney or appointee as indicated by the Form 8821 Tax Information Authorization.

If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.

Sincerely,

/s/ Andrew E. Zuckerman

Andrew E. Zuckerman

Director, EP Rulings & Agreements

Enclosures:

Publication 794

Letter 2002

EX-5.3

Exhibit 5.3

INTERNAL REVENUE SERVICE	DEPARTMENT OF THE TREASURY
P. O. BOX 2508
CINCINNATI, OH 45201
	Employer Identification Number:
Date: JUN 30 2015	91-1589568
	DLN:
AGRIUM US INC	17007043099014
C/O PERKINS COIE LLP	Person to Contact:
SUSAN J DALEY	TROY C WERNER                             ID# 31295
131 S DEARBORN ST STE 1700	Contact Telephone Number:
CHICAGO, IL 60603-5559	(513) 263-4749
	Plan Name:
	AGRIUM US RETAIL 401K SAVINGS PLAN
	Plan Number: 007

Dear Applicant:

We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.

Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.

The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provides examples of the effect of a plan’s operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.

This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.

This determination letter gives no reliance for any qualification change that becomes effective, any guidance published, or any statutes enacted, after the issuance of the Cumulative List (unless the item has been identified in the Cumulative List) for the cycle under which this application was submitted.

This determination letter is applicable for the amendment(s) executed on 3/22/11.

This letter may not be relied on after the end of the plan’s first five-year remedial amendment cycle that ends more than 12 months after the application was received. This letter expires on January 31, 2019. This letter considered the 2012 Cumulative List of Changes in Plan Qualification

                                                                                                                                                        Letter 2002

-2-

AGRIUM US INC

Requirements.

We have sent a copy of this letter to your representative as indicated in the Form 2848 Power of Attorney or appointee as indicated by the Form 8821 Tax Information Authorization.

If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.

Sincerely,

/s/ Karen D. Truss

Karen D. Truss

Director, EP Rulings & Agreements

Enclosures:

Publication 794

Letter 2002

EX-5.4

Exhibit 5.4

DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE WASHINGTON, D.C. 20224

Plan Description: Volume Submitter Profit Sharing Plan With CODA

FFN: 315A460001-001 Case: 201200586 EIN: 34-0575300

Letter Serial No: J593640a

Date of Submission: 04/02/2012

THOMPSON HINE LLP DBA PLAN DOCUMENT SYSTEMS	Contact Person:
1919 M STREET, SUITE 700 NW	Janell Hayes
WASHINGTON, DC 20036	Telephone Number:
	513-263-3602
	In Reference To: TEGE:EP:7521
	Date: 03/31/2014

Dear Applicant:

In our opinion, the form of the plan identified above is acceptable under section 401 of the Internal Revenue Code for use by employers for the benefit of their employees. This opinion relates only to the acceptability of the form of the plan under the Internal Revenue Code. It is not an opinion of the effect of other Federal or local statutes.

You must furnish a copy of this letter, a copy of the approved plan, and copies of any subsequent amendments to adopting employers if the practitioner is authorized to amend the plan on their behalf, to each employer who adopts this plan. Effective on or after 10/31/2011, interim amendments adopted by the practitioner on behalf of employers must provide the date of adoption by the practitioner.

This letter considers the changes in qualification requirements contained in the 2010 Cumulative List of Notice 2010-90, 2010-52 I.R.B. 909.

Our opinion on the acceptability of the form of the plan is not a ruling or determination as to whether an employer’s plan qualifies under Code section 401(a). However, an employer that adopts this plan may rely on this letter with respect to the qualification of its plan under Code section 401(a), as provided for in Rev. Proc. 2011-49, 2011-44 I.R.B. 608, and outlined below. The terms of the plan must be followed in operation.

Except as provided below, our opinion does not apply with respect to the requirements of Code sections 401(a)(4), 401(l), 410(b), and 414(s). Our opinion does not apply for purposes of Code section 401(a)(10)(B) and section 401(a)(16) if an employer ever maintained another qualified plan for one or more employees who are covered by this plan. For this purpose, the employer will not be considered to have maintained another plan merely because the employer has maintained another defined contribution plan(s), provided such other plan(s) has been terminated prior to the effective date of this plan and no annual additions have been credited to the account of any participant under such other plan(s) as of any date within the limitation year of this plan. Also, for this purpose, an employer is considered as maintaining another plan, to the extent that the employer maintains a welfare benefit fund defined in Code section 419(e), which provides postretirement medical benefits allocated to separate accounts for key employees as defined in Code section 419A(d)(3), or an individual medical account as defined in Code section 415(l)(2), which is part of a pension or annuity plan maintained by the employer, or a simplified employee pension plan.

Our opinion does not apply for purposes of the requirement of section 1.401(a)-1 (b)(2) of the regulations applicable to a money purchase plan or target benefit plan where the normal retirement age under the employer’s plan is lower than age 62.

                                                                                                                                                        Letter 4333

THOMPSON HINE LLP DBA PLAN DOCUMENT SYSTEMS

FFN: 315A460001-001

Page: 2

This is not a ruling or determination with respect to any language in the plan that reflects Section 3 of the Defense of Marriage Act, Pub. L. 104-199, 110 Stat. 2419 (DOMA) or U.S. v. Windsor, 133 S. Ct. 2675 (2013), which invalidated that section.

This letter is not a ruling with respect to the tax treatment to be accorded contributions which are picked up by the governmental employing unit within the meaning of section 414(h)(2) of the Internal Revenue Code.

Our opinion applies with respect to the requirements of Code section 410(b) if 100 percent of all nonexcludable employees benefit under the plan. Employers that elect a safe harbor allocation formula and a safe harbor compensation definition can also rely on an advisory letter with respect to the nondiscriminatory amounts requirement under section 401(a)(4). If this plan includes a CODA or otherwise provides for contributions subject to sections 401(k) and/or 401(m), the advisory letter can be relied on with respect to the form of the nondiscrimination tests of 401(k)(3) and 401(m)(2) if the employer uses a safe harbor compensation definition. In the case of plans described in section 401(k)(12) or (13) and/or 401(m)(11) or (12), employers may also rely on the advisory letter with respect to whether the form of the plan satisfies the requirements of those sections unless the plan provides for the safe harbor contribution to be made under another plan.

The employer may request a determination (1) as to whether the plan, considered with all related qualified plans and, if appropriate, welfare benefit funds, individual medical benefit accounts, and simplified employee pension plans, satisfies the requirements of Code section 401(a)(16) as to limitations on benefits and contributions in Code section 415 and the requirements of Code section 401(a)(10)(B) as to the top-heavy plan requirements in Code section 416; (2) with respect to whether a money purchase or target benefit plan’s normal retirement age which is earlier than age 62 satisfies the requirements of section 401(a)-1 (b)(2) of the Income Tax Regulations; (3) that the plan is a multiple employer plan; (4) whether there has been a partial termination; and (5) to comply with published procedures of the Service (e.g. minimum funding waiver request). The employer may request a determination letter by filing an application with Employee Plans Determinations on Form 5307, with regard to item (1) above, and Form 5300, for items (2), (3), (4) and (5), without restating for the Cumulative List in effect when the application is filed.

If you, the volume submitter practitioner, have any questions concerning the IRS processing of this case, please call the above telephone number. This number is only for use of the practitioner. Individual participants and/or adopting employers with questions concerning the plan should contact the volume submitter practitioner. The plan’s adoption agreement, if applicable, must include the practitioner’s address and telephone number for inquiries by adopting employers.

If you write to the IRS regarding this plan, please provide your telephone number and the most convenient time for us to call in case we need more information. Whether you call or write, please refer to the Letter Serial Number and File Folder Number shown in the heading of this letter.

You should keep this letter as a permanent record. Please notify us if you modify or discontinue sponsorship of this plan.

Sincerely Yours,

/s/ Andrew E. Zuckerman

Andrew E. Zuckerman

Director, Employee Plans Rulings and Agreements

                                                                                                                                                        Letter 4333

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of Nutrien Ltd. on Form S-8 of our reports dated February 20, 2017 relating to the consolidated financial statements and consolidated financial statement schedule of Potash Corporation of Saskatchewan Inc. and the effectiveness of Potash Corporation of Saskatchewan Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Potash Corporation of Saskatchewan Inc. for the year ended December 31, 2016.

/s/ Deloitte LLP

Chartered Professional Accountants

Licensed Professional Accountants

January 2, 2018

Saskatoon, Canada

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors of Nutrien Ltd.

We consent to the use of our reports dated February 22, 2017, with respect to the consolidated balance sheets of Agrium Inc. as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income, cash flows and shareholders’ equity for the years then ended, and the effectiveness of internal control over financial reporting as of December 31, 2016, which reports appear in the December 31, 2016 annual report on Form 40-F of Agrium Inc. incorporated herein by reference.

/s/ KPMG LLP

Chartered Professional Accountants

Calgary, Canada

January 2, 2018

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of Nutrien Ltd. on Form S-8 of (i) our report dated June 19, 2017, appearing in the Annual Report on Form 11-K of the Agrium 401(k) Retirement Savings Plan for the year ended December 31, 2016 and (ii) our report dated June 19, 2017, appearing in the Annual Report on Form 11-K of the Agrium U.S. Retail 401(k) Savings Plan for the year ended December 31, 2016.

/s/ Eide Bailly LLP

Denver, Colorado

January 2, 2018

EX-23.5

Exhibit 23.5

January 2, 2018

Nutrien Ltd.

Re: Registration Statement on Form S-8

Reference is made to the Registration Statement on Form S-8 (the “Registration Statement”) filed by Nutrien Ltd. under the Securities Act of 1933, as amended.

I, A. Dave Mackintosh, B.Sc., P. Geo., a qualified person, am responsible for preparing or supervising the preparation of sections 1-3, 13, 17 and 24-27 of the technical report entitled “National Instrument 43-101Technical Report on Vanscoy Potash Operations, Vanscoy, Saskatchewan, Canada” dated effective October 31, 2014 (the “Technical Report”).

I hereby consent to the incorporation by reference in the Registration Statement of references to and information derived from the Technical Report and to the use of my name in such incorporated information.

Yours truly,

/s/ A. Dave Mackintosh

A. Dave Mackintosh, B.Sc., P. Geo.

EX-23.6

Exhibit 23.6

January 2, 2018

Nutrien Ltd.

Re: Registration Statement on Form S-8

Reference is made to the Registration Statement on Form S-8 (the “Registration Statement”) filed by Nutrien Ltd. under the Securities Act of 1933, as amended.

The undersigned hereby consents to the use of its name and references to the technical report entitled “National Instrument 43-101 Technical Report on Vanscoy Potash Operations, Vanscoy, Saskatchewan, Canada” dated effective October 31, 2014 (the “Technical Report”), and the incorporation by reference of extracts from, or a summary of, the Technical Report in the Registration Statement.

Yours truly,

ADM CONSULTING LIMITED

/s/ A. Dave Mackintosh

A. Dave Mackintosh, B.Sc., P. Geo.

President

EX-23.7

Exhibit 23.7

January 2, 2018

Nutrien Ltd.

Re: Registration Statement on Form S-8

Reference is made to the Registration Statement on Form S-8 (the “Registration Statement”) filed by Nutrien Ltd. under the Securities Act of 1933, as amended.

I, Michael Ryan Bartsch, P. Eng., a qualified person, am responsible for preparing or supervising the preparation of sections 1-5, 12, 16 and 19-27 of the technical report entitled “National Instrument 43-101Technical Report on Vanscoy Potash Operations, Vanscoy, Saskatchewan, Canada” dated effective October 31, 2014 (the “Technical Report”).

I hereby consent to the incorporation by reference in the Registration Statement of references to and information derived from the Technical Report and to the use of my name in such incorporated information.

Yours truly,

/s/ Michael Ryan Bartsch

Michael Ryan Bartsch, P.Eng.

EX-23.8

Exhibit 23.8

January 2, 2018

Nutrien Ltd.

Re: Registration Statement on Form S-8

Reference is made to the Registration Statement on Form S-8 (the “Registration Statement”) filed by Nutrien Ltd. under the Securities Act of 1933, as amended.

I, Dennis William Aldo Grimm, P.Eng., a qualified person, am responsible for preparing or supervising the preparation of sections 1-3, 13, 17 and 24-27 of the technical report entitled “National Instrument 43-101Technical Report on Vanscoy Potash Operations, Vanscoy, Saskatchewan, Canada” dated effective October 31, 2014 (the “Technical Report”).

I hereby consent to the incorporation by reference in the Registration Statement of references to and information derived from the Technical Report and to the use of my name in such incorporated information.

Yours truly,

/s/ Dennis William Aldo Grimm

Dennis William Aldo Grimm, P.Eng.

EX-23.9

Exhibit 23.9

CONSENT OF EXPERT

Reference is made to my reports, National Instrument 43-101 Technical Report on Allan Potash Deposit (KL 112R A), Saskatchewan, Canada, effective December 31, 2017 (the “Allan Report”), National Instrument 43-101 Technical Report on Cory Potash Deposit (KL 103B), Saskatchewan, Canada, effective February 23, 2017 (the “Cory Report”), National Instrument 43-101 Technical Report on Lanigan Potash Deposit (KLSA 001B), Saskatchewan, Canada, effective February 25, 2015 (the “Lanigan Report”), and National Instrument 43-101 Technical Report on Rocanville Potash Deposit (KLSA 002B & KL 249), Saskatchewan, Canada, effective February, 23, 2017 (the “Rocanville Report”, and together with the Allan Report, the Cory Report and the Lanigan Report, the “Reports”).

In connection with the Registration Statement on Form S-8 of Nutrien Ltd. (the “Registration Statement”), I, Mark Fracchia, consent to the use of my name and references to any of the Reports, or any portions thereof, in the Registration Statement and to the inclusion or incorporation by reference of information derived from any of the Reports in the Registration Statement.

Dated this 2^nd day of

January, 2018.

Yours truly,

/s/ Mark Fracchia

Name: Mark Fracchia, P.Eng.