S-8

As filed with the Securities and Exchange Commission on March 3, 2004

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

R. R. DONNELLEY & SONS COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware	36-1004130
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
77 West Wacker Drive Chicago, Illinois 60601
(Address of Principal Executive Offices)

Moore Corporation Limited 1985 Long Term Incentive Plan (Restated December 1989)

Moore Corporation Limited Amended and Restated 1994 Long Term Incentive Plan

Moore Corporation Limited 1999 Long Term Incentive Plan

Moore Corporation Limited 2001 Long Term Incentive Plan

Moore Wallace Incorporated 2003 Long Term Incentive Plan

Wallace Computer Services, Inc. Director Retainer Fee Plan (Amended and Restated as of July 1, 2001)

Moore Corporation Limited Inducement Options Granted December 2000 Pursuant to Terms Amended and Restated as of April 2002

Moore Wallace Incorporated Inducement Options Granted April 2003

Moore Wallace North America, Inc. Savings Plan

The Nielsen Company Profit Sharing Retirement & 401(k) Plan

Moore Wallace Incorporated Employee Stock Purchase Plan

Moore Wallace Incorporated Savings Plan (Amended and Restated as of July 1, 2001)

Moore Wallace Incorporated Deferred Profit Sharing Plan Amended and Restated as of July 1, 2001

(Full Title of the Plans)

R. R. Donnelley & Sons Company

77 West Wacker Drive

Chicago, Illinois 60601

Attention: Secretary

(312) 326-8000

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Be Registered	Amount to Be Registered (1)		Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Common stock, par value $1.25 per share	22,000,000 shares		$	30.31	(2)	$	666,820,000	(2)	$	84,486
Preferred stock purchase rights	— (3	)		—	(3)		—	(3)		— (3	)

(1) Also registered hereby are such additional and indeterminate number of shares of common stock and preferred stock purchase rights of the registrant as may become issuable as the result of stock splits, stock dividends or similar transactions affecting the common stock of the registrant.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Moore Wallace North America, Inc. Savings Plan, The Nielsen Company Profit Sharing Retirement & 401(k) Plan, Moore Wallace Incorporated Employee Stock Purchase Plan, Moore Wallace Incorporated Savings Plan (Amended and Restated as of July 1, 2001) and Moore Wallace Incorporated Deferred Profit Sharing Plan Amended and Restated as of July 1, 2001 described herein.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act, based upon the average of the high and low sale prices of shares of the common stock of the registrant on the New York Stock Exchange on February 25, 2004.

(3) Rights are initially carried and traded with the common stock of the registrant. The value attributable to such rights, if any, is reflected in the market price of the common stock of the registrant.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

* This registration statement relates to securities of R. R. Donnelley & Sons Company (the “registrant”) to be offered pursuant to the Moore Corporation Limited 1985 Long Term Incentive Plan (Restated December 1989), Moore Corporation Limited Amended and Restated 1994 Long Term Incentive Plan, Moore Corporation Limited 1999 Long Term Incentive Plan, Moore Corporation Limited 2001 Long Term Incentive Plan, Moore Wallace Incorporated 2003 Long Term Incentive Plan, Wallace Computer Services, Inc. Director Retainer Fee Plan (Amended and Restated as of July 1, 2001), Moore Corporation Limited Inducement Options Granted December 2000 Pursuant to Terms Amended and Restated as of April 2002, Moore Wallace Incorporated Inducement Options Granted April 2003, Moore Wallace North America, Inc. Savings Plan (the “MWNA Plan”), The Nielsen Company Profit Sharing Retirement & 401(k) Plan (the “Nielsen Plan”), Moore Wallace Incorporated Employee Stock Purchase Plan (the “ESPP”), Moore Wallace Incorporated Savings Plan (Amended and Restated as of July 1, 2001) (the “Savings Plan”) and Moore Wallace Incorporated Deferred Profit Sharing Plan Amended and Restated as of July 1, 2001 (the “DPSP” and, together with the MWNA Plan, the Nielsen Plan, the ESPP and the Savings Plan, the “Plans”), as indicated on the facing sheet hereof. Information required by Part I to be contained in the Section 10(a) prospectus related to each plan indicated on the facing sheet hereof is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents are incorporated herein by reference:

(a) The registrant’s annual report on Form 10-K for the year ended December 31, 2003;

(b) The registrant’s current reports on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on January 12, 2004 (other than information furnished under Item 12), February 5, 2004 (other than information furnished under Item 12), February 20, 2004, February 25, 2004, February 27, 2004 and March 2, 2004;

(c) The registrant’s definitive proxy statement on Schedule 14A (File No. 001-04694) filed with the Commission on January 20, 2004;

(d) The description of the registrant’s common stock contained in the registrant’s registration statement on Form 8-A (File No. 001-04694) filed with the Commission on July 27, 1993, including any amendment or report filed for the purpose of updating such description;

(e) The description of the registrant’s preferred stock purchase rights contained in the registrant’s registration statement on Form 8-A (File No. 001-04694) filed with the Commission on June 5, 1996, including any amendment or report filed for the purpose of updating such description; and

(f) The Nielsen Company Profit Sharing Retirement & 401(k) Plan annual report on Form 11-K for the year ended December 31, 2002 filed by Moore Wallace Incorporated with the Commission on June 27, 2003.

All documents filed by the registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).

Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document 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.

The registrant’s restated certificate of incorporation contains a provision that is designed to limit the registrant’s directors’ liability to the extent permitted by the Delaware General Corporation Law (the “DGCL”) and any amendments to the DGCL. Specifically, directors will not be held personally liable to the registrant or its stockholders for monetary

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damages for breach of fiduciary duty as a director, except for liability (i) for a breach of the duty of loyalty; (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) for payment of an improper dividend or improper repurchase of stock under Section 174 of the DGCL; or (iv) for any transaction from which the director derived an improper personal benefit.

The principal effect of the limitations of liability provision is that a stockholder is unable to prosecute an action for monetary damages against directors of the registrant unless the stockholder can demonstrate one of the specified bases for liability. This provision, however, does not eliminate or limit director liability arising in connection with causes of action brought under the United States federal securities laws. Although the registrant’s restated certificate of incorporation limits the personal liability of directors, it does not eliminate the directors’ duty of care. The inclusion of the limitation of liability provision in the restated certificate of incorporation may, however, discourage or deter stockholders or management from bringing a lawsuit against directors for a breach of their fiduciary duties, even though such an action, if successful, might otherwise have benefited the registrant and its stockholders. This provision should not affect the availability of equitable remedies such as injunction or rescission based upon a director’s breach of the duty of care.

The DGCL provides that a corporation may indemnify its present and former directors, officers, employees and agents (as well as any individual serving with another corporation in such capacity at the corporation’s request) (i) against all reasonable expenses (including attorneys’ fees) incurred in defense or settlement of suits brought against them if such individuals acted in good faith and in a manner that they reasonably believed to be in, or not opposed to, the best interests of the corporation and (ii) except in actions initiated by or in the right of the corporation, against all judgments, fines and amounts paid in settlement of actions brought against them, if such individuals acted in good faith and in a manner that they reasonably believed to be in, or not opposed to, the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe their conduct was unlawful. A corporation may not indemnify a current or former director or officer of the corporation against expenses to the extent that such person is adjudged to be liable to the corporation unless and only to the extent that the court in which such action is heard determines such person is reasonably entitled to indemnity. A corporation shall indemnify such person to the extent they are successful on the merits or otherwise in defense of the action or matter at issue. In addition, the DGCL allows for the advance payment of expenses of an officer or director who is indemnified prior to the final disposition of an action, provided that, in the case of a current director or officer, such person undertakes to repay any such amount advanced if it is later determined that such person is not entitled to indemnification with regard to the action for which the expenses were advanced.

The registrant’s restated certificate of incorporation includes an indemnification provision under which the registrant is required to indemnify directors to the fullest extent permitted by the DGCL.

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In addition, the registrant’s restated certificate of incorporation requires it to indemnify any person who was or is a party to any threatened, pending or completed action, suit or proceeding (other than by or in the right of the registrant) by reason of the fact that such person was a director or officer of the registrant (or is or was serving at the request of the registrant as a director or officer of another entity) against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding, if (i) such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and (ii) with respect to a criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the registrant, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

The registrant also is required to indemnify any person who was or is a party or is threatened to be a party to any threatened, pending or completed action or suit by or in the right of the registrant by reason of the fact that the person is or was a director or officer of the registrant (or is or was serving at the request of the registrant as a director or officer of another entity) against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the registrant. However, no indemnification will be made in respect of any claim, issue or matter as to which the person is adjudged to be liable to the registrant unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

To the extent that a director or officer of the registrant has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, such person shall be indemnified by the registrant against expenses actually and reasonably incurred by such person in connection therewith.

The registrant’s restated certificate of incorporation also provides that expenses incurred in defending any action, suit or proceeding may be paid by the registrant in advance of the final disposition upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined that such person is not entitled to indemnification by the registrant.

In addition, the registrant may purchase and maintain insurance against liability asserted against or incurred by any director or officer whether or not it would have the power to

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indemnify them against such liability under the registrant’s restated certificate of incorporation or the DGCL.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The exhibits to this registration statement are listed below. In lieu of filing an opinion of counsel concerning compliance with the requirements of the Employee Retirement Income Security Act of 1974, as amended, or an Internal Revenue Service determination letter that each Plan is qualified under Section 401 of the Internal Revenue Code, as amended, the registrant hereby undertakes to submit or has submitted each Plan and any amendment thereto to the Internal Revenue Service in a timely manner and has made or will make all changes required by the Internal Revenue Service in order to qualify the Plan.

Exhibit Number	Description of Exhibit
4.1	R. R. Donnelley & Sons Company Restated Certificate of Incorporation (1)
4.2	Amended and Restated By-laws of R. R. Donnelley & Sons Company (2)
4.3	Rights Agreement, dated as of April 25, 1996, between R. R. Donnelley & Sons Company and EquiServe Trust Company, N.A., as successor to First Chicago Trust Company of New York, as rights agent (3)
4.4*	Moore Wallace North America, Inc. Savings Plan, as amended effective January 1, 2004 and effective as of January 1, 2004
4.5*	The Nielsen Company Profit Sharing Retirement & 401(k) Plan, as amended effective as of February 27, 2004
4.6*	Moore Wallace Incorporated Employee Stock Purchase Plan, as amended effective February 27, 2004
4.7*	Moore Wallace Incorporated Savings Plan (Amended and Restated as of July 1, 2001), as amended effective January 1, 2002 and February 27, 2004
4.8*	Moore Wallace Incorporated Deferred Profit Sharing Plan Amended and Restated as of July 1, 2001, as amended as of January 1, 2002 and February 27, 2004
5.1*	Opinion of Sidley Austin Brown & Wood LLP
23.1*	Consent of Sidley Austin Brown & Wood LLP (included in Exhibit 5.1 to this registration statement)
23.2*	Consent of Deloitte & Touche LLP
24.1*	Powers of Attorney (contained in the signature page to this registration statement)

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Exhibit Number	Description of Exhibit
99.1*	Moore Corporation Limited 1985 Long Term Incentive Plan (Restated December 1989)
99.2*	Moore Corporation Limited Amended and Restated 1994 Long Term Incentive Plan
99.3*	Moore Corporation Limited 1999 Long Term Incentive Plan, as amended effective January 1, 2001
99.4*	Moore Corporation Limited 2001 Long Term Incentive Plan, as amended effective January 1, 2001
99.5*	Moore Wallace Incorporated 2003 Long Term Incentive Plan, as amended on October 15, 2003 and effective as of February 27, 2004
99.6*	Wallace Computer Services, Inc. Director Retainer Fee Plan (Amended and Restated as of July 1, 2001), as amended effective as of January 1, 2003 and May 15, 2003
99.7*	Form of Inducement Option Agreement (relating to inducement options granted December 2000 pursuant to terms amended and restated as of April 2002)
99.8*	Form of Inducement Option Agreement (relating to inducement options granted April 2003)

* Filed herewith.

(1) Filed on May 3, 1996 as Exhibit 3(i) to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1996 (File No. 001-4694).

(2) Filed on March 3, 2004 as Exhibit 4.2 to the registrant’s Registration Statement on Form S-8.

(3) Filed on June 5, 1996 as Exhibit 4 to the registrant’s Registration Statement on Form 8-A (File No. 001-4694).

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 this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,

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represent a fundamental change in the information set forth in this registration statement; and

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this 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 Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(a) of the Exchange Act) that is incorporated by reference in this 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.

(c) 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 Commission 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.

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SIGNATURES

The registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of 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 Chicago, State of Illinois, on this 3rd day of March, 2004.

R. R. DONNELLEY & SONS COMPANY
By:	/s/ Suzanne S. Bettman
	Suzanne S. Bettman Senior Vice President, General Counsel

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 3rd day of March, 2004.

/s/ Mark A. Angelson Mark A. Angelson	Director and Chief Executive Officer (Principal Executive Officer)
/s/ James R. Sulat James R. Sulat	Executive Vice President, Finance (Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James R. Sulat and Suzanne S. Bettman, and each of them, such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, including any filings under Rule 462 promulgated under the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 3rd day of March, 2004.

/s/ Gregory Q. Brown Gregory Q. Brown	Director	/s/ John C. Pope John C. Pope	Director
/s/ Robert F. Cummings, Jr. Robert F. Cummings, Jr.	Director	/s/ Michael T. Riordan Michael T. Riordan	Director
/s/ James R. Donnelley James R. Donnelley	Director	/s/ Lionel H. Schipper, C.M. Lionel H. Schipper, C.M.	Director
Alfred C. Eckert III	Director	/s/ Oliver R. Sockwell Oliver R. Sockwell	Director
Judith H. Hamilton	Director	/s/ Bide L. Thomas Bide L. Thomas	Director
Thomas S. Johnson	Director	/s/ Norman H. Wesley Norman H. Wesley	Director
/s/ Joan D. Manley Joan D. Manley	Director	/s/ Stephen M. Wolf Stephen M. Wolf	Director

The Plans. Pursuant to the requirements of the Securities Act of 1933, Moore Wallace North America, Inc., the administrator of the Moore Wallace North America, Inc. Savings Plan, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bannockburn, State of Illinois, on this 3rd day of March, 2004.

MOORE WALLACE NORTH AMERICA, INC. SAVINGS PLAN
By:	/s/ Heidi J. Marnoch
	Heidi J. Marnoch Vice President, Benefits & Compensation

Pursuant to the requirements of the Securities Act of 1933, Moore Wallace North America, Inc., the administrator of The Nielsen Company Profit Sharing Retirement & 401(k) Plan, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bannockburn, State of Illinois, on this 3rd day of March, 2004.

THE NIELSEN COMPANY PROFIT SHARING RETIREMENT & 401(K) PLAN
By:	/s/ Heidi J. Marnoch
	Heidi J. Marnoch Vice President, Benefits & Compensation

Pursuant to the requirements of the Securities Act of 1933, Moore Wallace North America, Inc., the administrator of the Moore Wallace Incorporated Employee Stock Purchase Plan, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bannockburn, State of Illinois, on this 3rd day of March, 2004.

MOORE WALLACE INCORPORATED EMPLOYEE STOCK PURCHASE PLAN
By:	/s/ Heidi J. Marnoch
	Heidi J. Marnoch Vice President, Benefits & Compensation

Pursuant to the requirements of the Securities Act of 1933, Moore Wallace Incorporated Management Pension Committee, the administrator of the Moore Wallace Incorporated Savings Plan (Amended and Restated as of July 1, 2001), has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bannockburn, State of Illinois, on this 3rd day of March, 2004.

MOORE WALLACE INCORPORATED SAVINGS PLAN
By:	/s/ Heidi J. Marnoch
	Heidi J. Marnoch Vice President, Benefits & Compensation

Pursuant to the requirements of the Securities Act of 1933, Moore Wallace Incorporated Management Pension Committee, the administrator of the Moore Wallace Incorporated Deferred Profit Sharing Plan Amended and Restated as of July 1, 2001, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bannockburn, State of Illinois, on this 3rd day of March, 2004.

MOORE WALLACE INCORPORATED DEFERRED PROFIT SHARING PLAN
By:	/s/ Heidi J. Marnoch
	Heidi J. Marnoch Vice President, Benefits & Compensation

INDEX TO EXHIBITS TO R. R. DONNELLEY & SONS COMPANY

REGISTRATION STATEMENT ON FORM S-8

Exhibit Number	Description of Exhibit
4.1	R. R. Donnelley & Sons Company Restated Certificate of Incorporation (1)
4.2	Amended and Restated By-laws of R. R. Donnelley & Sons Company (2)
4.3	Rights Agreement, dated as of April 25, 1996, between R. R. Donnelley & Sons Company and EquiServe Trust Company, N.A., as successor to First Chicago Trust Company of New York, as rights agent (3)
4.4*	Moore Wallace North America, Inc. Savings Plan, as amended effective January 1, 2004 and effective as of January 1, 2004
4.5*	The Nielsen Company Profit Sharing Retirement & 401(k) Plan, as amended effective as of February 27, 2004
4.6*	Moore Wallace Incorporated Employee Stock Purchase Plan, as amended effective February 27, 2004
4.7*	Moore Wallace Incorporated Savings Plan (Amended and Restated as of July 1, 2001), as amended effective January 1, 2002 and February 27, 2004
4.8*	Moore Wallace Incorporated Deferred Profit Sharing Plan Amended and Restated as of July 1, 2001, as amended as of January 1, 2002 and February 27, 2004
5.1*	Opinion of Sidley Austin Brown & Wood LLP
23.1*	Consent of Sidley Austin Brown & Wood LLP (included in Exhibit 5.1 to this registration statement)
23.2*	Consent of Deloitte & Touche LLP
24.1*	Powers of Attorney (contained in the signature page to this registration statement)
99.1*	Moore Corporation Limited 1985 Long Term Incentive Plan (Restated December 1989)
99.2*	Moore Corporation Limited Amended and Restated 1994 Long Term Incentive Plan
99.3*	Moore Corporation Limited 1999 Long Term Incentive Plan, as amended effective January 1, 2001
99.4*	Moore Corporation Limited 2001 Long Term Incentive Plan, as amended effective January 1, 2001
99.5*	Moore Wallace Incorporated 2003 Long Term Incentive Plan, as amended on October 15, 2003 and effective as of February 27, 2004

99.6*	Wallace Computer Services, Inc. Director Retainer Fee Plan (Amended and Restated as of July 1, 2001), as amended effective as of January 1, 2003 and May 15, 2003
99.7*	Form of Inducement Option Agreement (relating to inducement options granted December 2000 pursuant to terms amended and restated as of April 2002)
99.8*	Form of Inducement Option Agreement (relating to inducement options granted April 2003)

* Filed herewith.

(1) Filed on May 3, 1996 as Exhibit 3(i) to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1996 (File No. 001-4694).

(2) Filed on March 3, 2004 as Exhibit 4.2 to the registrant’s Registration Statement on Form S-8.

(3) Filed on June 5, 1996 as Exhibit 4 to the registrant’s Registration Statement on Form 8-A (File No. 001-4694).

EX-4.4

Exhibit 4.4

MOORE WALLACE NORTH AMERICA, INC. SAVINGS PLAN

AND ALL SUPPORTING FORMS HAVE BEEN PRODUCED FOR

WYSTAR GLOBAL RETIREMENT SOLUTIONS

Copyright 2003 SunGard Corbel

All Rights Reserved

MOORE WALLACE NORTH AMERICA, INC. SAVINGS PLAN

TABLE OF CONTENTS

ARTICLE I DEFINITIONS
ARTICLE II ADMINISTRATION
2.1	POWERS AND RESPONSIBILITIES OF THE COMPANY	11
2.2	DESIGNATION OF ADMINISTRATIVE AUTHORITY	12
2.3	ALLOCATION AND DELEGATION OF RESPONSIBILITIES	12
2.4	POWER AND DUTIES OF THE ADMINISTRATOR	12
2.5	RECORDS AND REPORTS	13
2.6	APPOINTMENT OF ADVISERS	14
2.7	PAYMENT OF EXPENSES	14
2.8	CLAIMS PROCEDURE	14
2.9	CLAIMS REVIEW PROCEDURE	14
ARTICLE III ELIGIBILITY
3.1	CONDITIONS OF ELIGIBILITY	15
3.2	EFFECTIVE DATE OF PARTICIPATION	15
3.3	DETERMINATION OF ELIGIBILITY	16
3.4	TERMINATION OF ELIGIBILITY	16
3.5	OMISSION OF ELIGIBLE EMPLOYEE	16
3.6	INCLUSION OF INELIGIBLE EMPLOYEE	16
3.7	REHIRED EMPLOYEES	16
ARTICLE IV CONTRIBUTION AND ALLOCATION
4.1	FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION	17
4.2	PARTICIPANT’S SALARY REDUCTION ELECTION	18
4.3	TIME OF PAYMENT OF EMPLOYER CONTRIBUTION	21
4.4	ALLOCATION OF CONTRIBUTION AND EARNINGS	21
4.5	ACTUAL DEFERRAL PERCENTAGE TESTS	24
4.6	ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS	26
4.7	ACTUAL CONTRIBUTION PERCENTAGE TESTS	30

4.8	ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS	32
4.9	MAXIMUM ANNUAL ADDITIONS	35
4.10	ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS	37
4.11	ROLLOVERS AND PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS	38
4.12	VOLUNTARY CONTRIBUTIONS	40
4.13	DIRECTED INVESTMENT ACCOUNT	40
4.14	QUALIFIED MILITARY SERVICE	43
ARTICLE V VALUATIONS
5.1	VALUATION OF THE TRUST FUND	43
5.2	METHOD OF VALUATION	43
ARTICLE VI DETERMINATION AND DISTRIBUTION OF BENEFITS
6.1	DETERMINATION OF BENEFITS UPON RETIREMENT	43
6.2	DETERMINATION OF BENEFITS UPON DEATH	44
6.3	DETERMINATION OF BENEFITS IN EVENT OF DISABILITY	45
6.4	DETERMINATION OF BENEFITS UPON TERMINATION	45
6.5	DISTRIBUTION OF BENEFITS	46
6.6	DISTRIBUTION OF BENEFITS UPON DEATH	49
6.7	TIME OF DISTRIBUTION	50
6.8	DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY	50
6.9	LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN	51
6.10	PRE-RETIREMENT DISTRIBUTION	51
6.11	ADVANCE DISTRIBUTION FOR HARDSHIP	51
6.12	QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION	53
6.13	DIRECT ROLLOVER	53
ARTICLE VII AMENDMENT, TERMINATION, MERGERS AND LOANS
7.1	AMENDMENT	54
7.2	TERMINATION	55
7.3	MERGER, CONSOLIDATION OR TRANSFER OF ASSETS	55

7.4	LOANS TO PARTICIPANTS	56
ARTICLE VIII TOP HEAVY
8.1	TOP HEAVY PLAN REQUIREMENTS	57
8.2	DETERMINATION OF TOP HEAVY STATUS	57
ARTICLE IX MISCELLANEOUS
9.1	PARTICIPANT’S RIGHTS	60
9.2	ALIENATION	60
9.3	CONSTRUCTION OF PLAN	61
9.4	GENDER AND NUMBER	61
9.5	LEGAL ACTION	61
9.6	PROHIBITION AGAINST DIVERSION OF FUNDS	62
9.7	EMPLOYER’S AND TRUSTEE’S PROTECTIVE CLAUSE	62
9.8	INSURER’S PROTECTIVE CLAUSE	62
9.9	RECEIPT AND RELEASE FOR PAYMENTS	63
9.10	ACTION BY THE FIDUCUARY	63
9.11	NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY	63
9.12	HEADINGS	63
9.13	APPROVAL BY INTERNAL REVENUE SERVICE	64
9.14	UNIFORMITY	64
ARTICLE X EMPLOYERS
10.1	ADOPTION BY OTHER EMPLOYERS	64
10.2	REQUIREMENTS OF EMPLOYERS	64
10.3	DESIGNATION OF AGENT	64
10.4	EMPLOYEE TRANSFERS	65
10.5	EMPLOYER CONTRIBUTION AND FORFEITURES	65
10.6	AMENDMENT	65
10.7	DISCONTINUANCE OF PARTICIPATION	65
10.8	ADMINISTRATOR’S AUTHORITY	65

MOORE WALLACE NORTH AMERICA, INC. SAVINGS PLAN

THIS PLAN, hereby adopted this                      day of                                     , by Moore Wallace North America, Inc. (herein referred to as the “Company”).

W I T N E S S E T H:

WHEREAS, the Company desires to recognize the contribution made to its successful operation by its employees and to reward such contribution by means of a 401(k) Plan for those employees who shall qualify as Participants hereunder;

NOW, THEREFORE, effective January 1, 2004, (hereinafter called the “Effective Date”), the Company hereby establishes a 401(k) Plan (the “Plan”) for the exclusive benefit of the Participants and their Beneficiaries, on the following terms:

ARTICLE I

DEFINITIONS

1.1 “Act” means the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.2 “Administrator” means the person or entity designated by the Company pursuant to Section 2.2 to administer the Plan on behalf of the Company.

1.3 “Affiliated Employer” means any corporation which is a member of a controlled group of corporations (as defined in Code Section 414(b)) which includes the Company; any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c)) with the Company; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Code Section 414(m)) which includes the Company; and any other entity required to be aggregated with the Company pursuant to Regulations under Code Section 414(o).

1.4 “Aggregate Account” means, with respect to each Participant, the value of all accounts maintained on behalf of a Participant, whether attributable to Employer or Employee contributions, subject to the provisions of Section 8.2.

1.5 “Anniversary Date” means the last day of the Plan Year.

1.6 “Beneficiary” means the person (or entity) to whom the share of a deceased Participant’s total account is payable, subject to the restrictions of Sections 6.2 and 6.6.

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

1.8 “Company” means Moore Wallace North America, Inc. and any successor which shall maintain this Plan.

1.9 “Compensation” with respect to any Participant means such Participant’s wages for the Plan Year within the meaning of Code Section 3401(a) (for the purposes of income tax

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withholding at the source) but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)).

For purposes of this Section, the determination of Compensation shall be made by:

(a) excluding (even if includible in gross income) reimbursements or other expense allowances, fringe benefits (cash or noncash), moving expenses, deferred compensation, car allowances, income from grant or exercise of stock options or restricted stock, tuition reimbursements, bereavement pay, welfare benefits or any other items of unearned or imputed compensation included for tax purposes.

(b) including amounts which are contributed by the Employer pursuant to a salary reduction agreement and which are not includible in the gross income of the Participant under Code Sections 125, 132(f)(4), 402(e)(3), 402(h)(l)(B), 403(b) or 457(b), and Employee contributions described in Code Section 414(h)(2) that are treated as Employer contributions.

For a Participant’s initial year of participation, Compensation shall be recognized as of such Employee’s effective date of participation pursuant to Section 3.2.

Compensation in excess of $150,000 (or such other amount provided in the Code) shall be disregarded for all purposes other than for purposes of salary deferral elections pursuant to Section 4.2. Such amount shall be adjusted for increases in the cost of living in accordance with Code Section 401(a)(17)(B), except that the dollar increase in effect on January 1 of any calendar year shall be effective for the Plan Year beginning with or within such calendar year. For any short Plan Year the Compensation limit shall be an amount equal to the Compensation limit for the calendar year in which the Plan Year begins multiplied by the ratio obtained by dividing the number of full months in the short Plan Year by twelve (12).

If any class of Employees is excluded from the Plan, then Compensation for any Employee who becomes eligible or ceases to be eligible to participate during a Plan Year shall only include Compensation while the Employee is an Eligible Employee.

For purposes of this Section, if the Plan is a plan described in Code Section 413(c) or 414(f) (a plan maintained by more than one Employer), the limitation applies separately with respect to the Compensation of any Participant from each Employer maintaining the Plan.

1.10 “Contract” or “Policy” means any life insurance policy, retirement income policy or annuity contract (group or individual) issued pursuant to the terms of the Plan. In the event of any conflict between the terms of this Plan and the terms of any contract purchased hereunder, the Plan provisions shall control.

1.11 “Deferred Compensation” with respect to any Participant means the amount of the Participant’s total Compensation which has been contributed to the Plan in accordance with the Participant’s deferral election pursuant to Section 4.2 excluding any such amounts distributed as excess “annual additions” pursuant to Section 4.10(a).

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1.12 “Designated Investment Alternative” means a specific investment identified by name by the Company (or such other Fiduciary who has been given the authority to select investment options) as an available investment under the Plan to which Plan assets may be invested by the Trustee pursuant to the investment direction of a Participant.

1.13 “Directed Investment Option” means one or more of the following:

(a) a Designated Investment Alternative.

(b) any other investment permitted by the Plan and the Participant Direction Procedures to which Plan assets may be invested by the Trustee pursuant to the investment direction of a Participant.

1.14 “Early Retirement Date” means the earlier of the date (prior to the Normal Retirement Date) on which a Participant or Terminated Participant: (1) attains age 55, and has completed at least 5 whole year Periods of Service with the Employer or (2) attains age 60 (Early Retirement Age). A Participant shall become fully Vested upon satisfying this requirement if still employed at Early Retirement Age.

A Participant who separates from service after satisfying the service requirement for Early Retirement and who thereafter reaches the age requirement contained herein shall be entitled to receive benefits under this Plan.

1.15 “Elective Contribution” means the Employer contributions to the Plan of Deferred Compensation excluding any such amounts distributed as excess “annual additions” pursuant to Section 4.10(a). In addition, any Employer Qualified Non-Elective Contribution made pursuant to Section 4.1(c) and Section 4.6(b) which is used to satisfy the “Actual Deferral Percentage” tests shall be considered an Elective Contribution for purposes of the Plan. Any contributions deemed to be Elective Contributions (whether or not used to satisfy the “Actual Deferral Percentage” tests or the “Actual Contribution Percentage” tests) shall be subject to the requirements of Sections 4.2(b) and 4.2(c) and shall further be required to satisfy the nondiscrimination requirements of Regulation 1.401(k)-l(b)(5) and Regulation 1.401(m)-l(b)(5), the provisions of which are specifically incorporated herein by reference.

1.16 “Eligible Employee” means any Employee, including employees who are “expatriates”. For purposes of this section, “expatriate” shall mean an Employee of the Employer who has been assigned to perform services in a foreign country, but remains a U.S. citizen. Also, the classes of Employees described in Appendix A hereto shall be Eligible Employees only to the extent herein specified. The following employees shall not be Eligible Employees:

Employees who are Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall not be eligible to participate in this Plan.

Employees whose employment is governed by the terms of a collective bargaining agreement between Employee representatives (within the meaning of Code Section 7701(a)(46)) and the Employer under which retirement benefits were the subject of good

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faith bargaining between the parties will not be eligible to participate in this Plan unless such agreement expressly provides for coverage in this Plan.

Employees who are covered by another qualified benefit plan to which the Employer contributes, other than the Retirement Income Plan of Moore North America, shall not be eligible to participate in this Plan.

Employees of Affiliated Employers shall not be eligible to participate in this Plan unless such Affiliated Employers have specifically adopted this Plan in writing.

Notwithstanding the foregoing, an Eligible Employee shall not include any individual (i) classified as an independent contractor by the Employer, (ii) being paid by or through an employee leasing company or other third party agency, or (iii) any other person classified by the Employer as a leased employee, during the period the individual is so paid or classified even if such individual is later retroactively reclassified as a common-law employee of the Employer during all or any part of such period pursuant to applicable law or otherwise.

1.17 “Employee” means any person who is employed by the Employer and excludes any person who provides service as an independent contractor. Employee shall include Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2) unless such Leased Employees are covered by a plan described in Code Section 414(n)(5) and such Leased Employees do not constitute more than 20% of the recipient’s non-highly compensated work force.

1.18 “Employer” means the Company and any other Affiliated Employers which are participating in the Plan.

1.19 “Excess Aggregate Contributions” means, with respect to any Plan Year, the excess of the aggregate amount of the Employer matching contributions made pursuant to Section 4.1(b), after-tax voluntary Employee contributions made pursuant to Section 4.12, Excess Contributions recharacterized as after-tax voluntary Employee contributions pursuant to Section 4.6(a) and any qualified non-elective contributions or elective deferrals taken into account pursuant to Section 4.7(c) on behalf of Highly Compensated Participants for such Plan Year, over the maximum amount of such contributions permitted under the limitations of Section 4.7(a) (determined by hypothetically reducing contributions made on behalf of Highly Compensated Participants in order of the actual contribution ratios beginning with the highest of such ratios). Such determination shall be made after first taking into account corrections of any Excess Deferred Compensation pursuant to Section 4.2 and taking into account any adjustments of any Excess Contributions pursuant to Section 4.6.

1.20 “Excess Contributions” means, with respect to a Plan Year, the excess of Elective Contributions used to satisfy the “Actual Deferral Percentage” tests made on behalf of Highly Compensated Participants for the Plan Year over the maximum amount of such contributions permitted under Section 4.5(a) (determined by hypothetically reducing contributions made on behalf of Highly Compensated Participants in order of the actual deferral ratios beginning with the highest of such ratios). Excess Contributions, including amounts recharacterized pursuant to Section 4.6(a)(2), shall be treated as an “annual addition” pursuant to Section 4.9(b).

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1.21 “Excess Deferred Compensation” means, with respect to any taxable year of a Participant, the excess of the aggregate amount of such Participant’s Deferred Compensation and the elective deferrals pursuant to Section 4.2(f) actually made on behalf of such Participant for such taxable year, over the dollar limitation provided for in Code Section 402(g), which is incorporated herein by reference. Excess Deferred Compensation shall be treated as an “annual addition” pursuant to Section 4.9(b) when contributed to the Plan unless distributed to the affected Participant not later than the first April 15th following the close of the Participant’s taxable year. Additionally, for purposes of Sections 8.2 and 4.4(g), Excess Deferred Compensation shall continue to be treated as Employer contributions even if distributed pursuant to Section 4.2(f). However, Excess Deferred Compensation of Non-Highly Compensated Participants is not taken into account for purposes of Section 4.5(a) to the extent such Excess Deferred Compensation occurs pursuant to Section 4.2(d).

1.22 “Fiduciary” shall have the meaning as set forth in the Act.

1.23 “Fiscal Year” means the Employer’s accounting year of 12 months commencing on January 1st of each year and ending the following December 31st.

1.24 “Forfeiture” Under this Plan, except as provided in Appendix B, Participant accounts are 100% Vested at all times, except as specifically otherwise set forth in the Plan. Any amounts that may otherwise be forfeited under the Plan pursuant to Section 3.6, 4.2(f), 4.6(a) or 6.9 shall be used to pay plan administrative expenses.

1.25 “415 Compensation” with respect to any Participant means such Participant’s wages for the Plan Year within the meaning of Code Section 3401(a) (for the purposes of income tax withholding at the source) but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)).

For purposes of this Section, the determination of “415 Compensation” shall include any elective deferral (as defined in Code Section 402(g)(3)), and any amount which is contributed or deferred by the Employer at the election of the Participant and which is not includible in the gross income of the Participant by reason of Code Sections 125, 132(f)(4) or 457.

1.26 “414(s) Compensation” means any definition of compensation that satisfies the nondiscrimination requirements of Code Section 414(s) and the Regulations thereunder. The period for determining 414(s) Compensation must be either the Plan Year or the calendar year ending with or within the Plan Year. The Company may further limit the period taken into account to that part of the Plan Year or calendar year in which an Employee was a Participant in the component of the Plan being tested. The period used to determine 414(s) Compensation must be applied uniformly to all Participants for the Plan Year.

1.27 “Highly Compensated Employee” means an Employee described in Code Section 414(q) and the Regulations thereunder, and generally means any Employee who:

(a) was a “five percent owner” as defined in Section 1.33(c) at any time during the “determination year” or the “look-back year”; or

5

(b) for the “look-back year” had “415 Compensation” from the Employer in excess of $80,000. The $80,000 amount is adjusted at the same time and in the same manner as under Code Section 415(d), except that the base period is the calendar quarter ending September 30, 1996.

The “determination year” means the Plan Year for which testing is being performed, and the “look-back year” means the immediately preceding twelve (12) month period.

A highly compensated Terminated Participant is based on the rules applicable to determining Highly Compensated Employee status as in effect for the “determination year,” in accordance with Regulation 1.414(q)-lT, A-4 and IRS Notice 97-45 (or any superseding guidance).

In determining who is a Highly Compensated Employee, Employees who are non-resident aliens and who received no earned income (within the meaning of Code Section 91l(d)(2)) from the Employer constituting United States source income within the meaning of Code Section 861(a)(3) shall not be treated as Employees. Additionally, all Affiliated Employers shall be taken into account as a single employer and Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased Employees are covered by a plan described in Code Section 414(n)(5) and are not covered in any qualified plan maintained by the Employer. The exclusion of Leased Employees for this purpose shall be applied on a uniform and consistent basis for all of the Employer’s retirement plans. Highly Compensated Inactive Employees shall be treated as Highly Compensated Employees without regard to whether they performed services during the “determination year.”

1.28 “Highly Compensated Participant” means any Highly Compensated Employee who is eligible to participate in the component of the Plan being tested.

1.29 “Hour of Service” means each hour for which an Employee is paid or entitled to payment for the performance of duties for the Employer.

1.30 “Inactive Participant” means a person who has been an Eligible Employee, but who is no longer eligible to make contributions under this Plan.

1.31 “Income” means the income or losses allocable to Excess Deferred Compensation, Excess Contributions or Excess Aggregate Contributions which amount shall be allocated in the same manner as income or losses are allocated pursuant to Section 4.4(f).

1.32 “Investment Manager” means an entity that (a) has the power to manage, acquire, or dispose of Plan assets and (b) acknowledges fiduciary responsibility to the Plan in writing. Such entity must be a person, firm, or corporation registered as an investment adviser under the Investment Advisers Act of 1940, a bank, or an insurance company.

1.33 “Key Employee” means an Employee as defined in Code Section 416(i) and the Regulations thereunder. Generally, any Employee or former Employee (as well as each of the Employee’s or former Employee’s Beneficiaries) is considered a Key Employee if the Employee,

6

at any time during the Plan Year that contains the “Determination Date” or any of the preceding four (4) Plan Years, has been included in one of the following categories:

(a) an officer of the Employer (as that term is defined within the meaning of the Regulations under Code Section 416) having annual “415 Compensation” greater than 50 percent of the amount in effect under Code Section 415(b)(l)(A) for any such Plan Year.

(b) one of the ten employees having annual “415 Compensation” from the Employer for a Plan Year greater than the dollar limitation in effect under Code Section 415(c)(l)(A) for the calendar year in which such Plan Year ends and owning (or considered as owning within the meaning of Code Section 318) both more than one-half percent interest and the largest interests in the Employer.

(c) a “five percent owner” of the Employer. “Five percent owner” means any person who owns (or is considered as owning within the meaning of Code Section 318) more than five percent (5%) of the outstanding stock of the Employer or stock possessing more than five percent (5%) of the total combined voting power of all stock of the Employer or, in the case of an unincorporated business, any person who owns more than five percent (5%) of the capital or profits interest in the Employer. In determining percentage ownership hereunder, employers that would otherwise be aggregated under Code Sections 414(b), (c), (m) and (o) shall be treated as separate employers.

(d) a “one percent owner” of the Employer having an annual “415 Compensation” from the Employer of more than $150,000. “One percent owner” means any person who owns (or is considered as owning within the meaning of Code Section 318) more than one percent (1%) of the outstanding stock of the Employer or stock possessing more than one percent (1%) of the total combined voting power of all stock of the Employer or, in the case of an unincorporated business, any person who owns more than one percent (1%) of the capital or profits interest in the Employer. In determining percentage ownership hereunder, employers that would otherwise be aggregated under Code Sections 414(b), (c), (m) and (o) shall be treated as separate employers. However, in determining whether an individual has “415 Compensation” of more than $150,000, “415 Compensation” from each employer required to be aggregated under Code Sections 414(b), (c), (m) and (o) shall be taken into account.

For purposes of this Section, the determination of “415 Compensation” shall be made by including amounts which are contributed by the Employer pursuant to a salary reduction agreement and which are not includible in the gross income of the Participant under Code Sections 125, 132(f)(4), 402(e)(3), 402(h)(l)(B), 403(b) or 457(b), and Employee contributions described in Code Section 414(h)(2) that are treated as Employer contributions.

1.34 “Late Retirement Date” means a Participant’s actual Retirement Date after having reached Normal Retirement Date.

1.35 “Leased Employee” means any person (other than an Employee of the recipient employer) who pursuant to an agreement between the recipient employer and any other person or

7

entity (“leasing organization”) has performed services for the recipient (or for the recipient and related persons determined in accordance with Code Section 414(n)(6)) on a substantially full time basis for a period of at least one year, and such services are performed under primary direction or control by the recipient employer. Contributions or benefits provided a Leased Employee by the leasing organization which are attributable to services performed for the recipient employer shall be treated as provided by the recipient employer. Furthermore, Compensation for a Leased Employee shall only include Compensation from the leasing organization that is attributable to services performed for the recipient employer. A Leased Employee shall not be considered an Employee of the recipient employer:

(a) if such employee is covered by a money purchase pension plan providing:

(1) a nonintegrated employer contribution rate of at least 10% of compensation, as defined in Code Section 415(c)(3);

(2) immediate participation;

(3) full and immediate vesting; and

(b) if Leased Employees do not constitute more than 20% of the recipient employer’s nonhighly compensated work force.

1.36 “Non-Elective Contribution” means the Employer contributions to the Plan excluding, however, contributions made pursuant to the Participant’s deferral election provided for in Section 4.2 and any Qualified Non-Elective Contribution used in the “Actual Deferral Percentage” tests.

1.37 “Non-Highly Compensated Participant” means any Participant who is not a Highly Compensated Employee.

1.38 “Non-Key Employee” means any Employee or former Employee (and such Employee’s or former Employee’s Beneficiaries) who is not, and has never been a Key Employee.

1.39 “Normal Retirement Age” means a Participant’s 65th birthday. A Participant shall become fully Vested in the Participant’s Account upon attaining Normal Retirement Age.

1.40 “Normal Retirement Date” means the date on which a Participant meets his/her Normal Retirement Age.

1.41 “1-Year Break in Service” means a Period of Severance of at least 12 consecutive months.

1.42 “Participant” means any Eligible Employee who participates in the Plan and has not for any reason become ineligible to participate further in the Plan.

1.43 “Participant Direction Procedures” means such instructions, guidelines or policies, the terms of which are incorporated herein, as shall be established pursuant to Section 4.13 and

8

observed by the Administrator and applied and provided to Participants who have Participant Directed Accounts.

1.44 “Participant’s Account” means the account established and maintained by the Administrator for each Participant with respect to such Participant’s total interest in the Plan and Trust resulting from the Employer Non-Elective Contributions.

1.45 “Participant’s Combined Account” means the total aggregate amount of each Participant’s Elective Account and Participant’s Account.

1.46 “Participant’s Directed Account” means that portion of a Participant’s interest in the Plan with respect to which the Participant has directed the investment in accordance with the Participant Direction Procedure.

1.47 “Participant’s Elective Account” means the account established and maintained by the Administrator for each Participant with respect to the Participant’s total interest in the Plan and Trust resulting from the Employer Elective Contributions used to satisfy the “Actual Deferral Percentage” tests. A separate accounting shall be maintained with respect to that portion of the Participant’s Elective Account attributable to such Elective Contributions pursuant to Section 4.2 and any Employer Qualified Non-Elective Contributions.

1.48 “Participant’s Transfer/Rollover Account” means the account established and maintained by the Administrator for each Participant with respect to the Participant’s total interest in the Plan resulting from amounts transferred to this Plan from a direct plan-to-plan transfer and/or with respect to such Participant’s interest in the Plan resulting from amounts transferred from another qualified plan or “conduit” Individual Retirement Account in accordance with Section 4.11.

A separate accounting shall be maintained with respect to that portion of the Participant’s Transfer/Rollover Account attributable to transfers (within the meaning of Code Section 414(1)) and “rollovers.”

1.49 “Period of Service” means the aggregate of all periods commencing with the Employee’s first day of employment or reemployment with the Employer or Affiliated Employer and ending on the date a 1-Year Break in Service begins. The first day of employment or reemployment is the first day the Employee performs an Hour of Service. An Employee will also receive partial credit for any Period of Severance of less than twelve (12) consecutive months. Fractional periods of a year will be expressed in terms of days.

1.50 “Period of Severance” means a continuous period of time during which the Employee is not employed by an Affiliated Employer. Such period begins on the date the Employee retires, quits or is discharged, or if earlier, the twelve (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 work for maternity or paternity reasons, the twelve (12) consecutive month period beginning on the first anniversary of the first day of such absence shall not constitute a 1-Year Break in Service. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence (a) by reason of the pregnancy of the individual, (b) by reason of the birth of a child of the individual,

9

(c) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (d) for purposes of caring for such child for a period beginning immediately following such birth or placement.

1.51 “Plan” means this instrument, including all amendments thereto.

1.52 “Plan Year” means the Plan’s accounting year of twelve (12) months commencing on January 1st of each year and ending the following December 31st.

1.53 “Qualified Non-Elective Contribution” means any Employer contributions made pursuant to Section 4.1(c) and Section 4.6(b) and Section 4.8(f). Such contributions shall be considered an Elective Contribution for the purposes of the Plan and may be used to satisfy the “Actual Deferral Percentage” tests or the “Actual Contribution Percentage” tests.

1.54 “Regulation” means the Income Tax Regulations as promulgated by the Secretary of the Treasury or a delegate of the Secretary of the Treasury, and as amended from time to time.

1.55 “Retirement Date” means the date as of which a Participant retires for reasons other than Total and Permanent Disability, whether such retirement occurs on a Participant’s Normal Retirement Date, Early or Late Retirement Date (see Section 6.1).

1.56 “Terminated Participant” means a person who has been a Participant, but whose employment with the Employer, or any affiliated employer, has been terminated other than by death, Total and Permanent Disability or retirement.

1.57 “Top Heavy Plan” means a plan described in Section 8.2(a).

1.58 “Top Heavy Plan Year” means a Plan Year during which the Plan is a Top Heavy Plan.

1.59 “Total and Permanent Disability” means qualified for Social Security disability and/or qualified under the applicable Employer’s Long Term Disability Plan.

1.60 “Trustee” means the person(s) or entity(s) named as a trustee herein or in any separate trust or trusts forming a part of this Plan, and any successors.

1.61 “Trust Fund” means the assets of the Plan and trusts as the same shall exist from time to time.

1.62 “Valuation Date” means any date or dates deemed necessary or appropriate by the Administrator for the valuation of the Participants’ accounts during the Plan Year, which may include any day(s) that the Trustee, any transfer agent appointed by the Trustee or the Employer or any stock exchange used by such agent, are open for business.

1.63 “Vested” means the nonforfeitable portion of any account maintained on behalf of a Participant.

1.64 “Voluntary Contribution Account” means the account established and maintained by the Administrator for each Participant with respect to the Participant’s total interest in the Plan

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resulting from the Participant’s after-tax voluntary Employee contributions made pursuant to Section 4.12.

Amounts recharacterized as after-tax voluntary Employee contributions pursuant to Section 4.6(a) shall remain subject to the limitations of Sections 4.2(b) and 4.2(c). Therefore, a separate accounting shall be maintained with respect to that portion of the Voluntary Contribution Account attributable to after-tax voluntary Employee contributions made pursuant to Section 4.12.

ARTICLE II

ADMINISTRATION

2.1 POWERS AND RESPONSIBILITIES OF THE COMPANY

(a) In addition to the general powers and responsibilities otherwise provided for in this Plan, the Company shall be empowered to appoint and remove the Trustee and the Administrator from time to time as it deems necessary for the proper administration of the Plan to ensure that the Plan is being operated for the exclusive benefit of the Participants and their Beneficiaries in accordance with the terms of the Plan, the Code, and the Act. The Company may appoint counsel, specialists, advisers, agents (including any nonfiduciary agent) and other persons as the Company deems necessary or desirable in connection with the exercise of its fiduciary duties under this Plan. The Company may compensate such agents or advisers from the assets of the Plan as fiduciary expenses (but not including any business (settlor) expenses of the Company), to the extent not paid by the Company.

(b) The Company may, by written agreement or designation, appoint at its option an Investment Manager (qualified under the Investment Company Act of 1940 as amended), investment adviser, or other agent to provide direction to the Trustee with respect to any or all of the Plan assets. Such appointment shall be given by the Company in writing in a form acceptable to the Trustee and shall specifically identify the Plan assets with respect to which the Investment Manager or other agent shall have authority to direct the investment.

(c) The Company shall establish a “funding policy and method,” i.e., it shall determine whether the Plan has a short run need for liquidity (e.g., to pay benefits) or whether liquidity is a long run goal and investment growth (and stability of same) is a more current need, or shall appoint a qualified person to do so. The Company shall communicate such needs and goals to the Trustee, who shall coordinate such Plan needs with its investment policy. The communication of such a “funding policy and method” shall not, however, constitute a directive to the Trustee as to the investment of the Trust Funds. Such “funding policy and method” shall be consistent with the objectives of this Plan and with the requirements of Title I of the Act.

(d) The Company shall periodically review the performance of any Fiduciary or other person to whom duties have been delegated or allocated by it under the provisions of this Plan or pursuant to procedures established hereunder.

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This requirement may be satisfied by formal periodic review by the Company or by a qualified person specifically designated by the Company, through day-to-day conduct and evaluation, or through other appropriate ways.

2.2 DESIGNATION OF ADMINISTRATIVE AUTHORITY

The Company shall appoint one or more Administrators. The Company may appoint any person(s), including, but not limited to, the Employees of the Company, to perform the duties of the Administrator. Any person so appointed shall signify acceptance by filing written acceptance with the Company. Upon the resignation or removal of any individual performing the duties of the Administrator, the Company may designate a successor. If the Company does not appoint an Administrator, the Company will function as the Administrator.

2.3 ALLOCATION AND DELEGATION OF RESPONSIBILITIES

If more than one person is appointed as Administrator, the responsibilites of each Administrator may be specified by the Company and accepted in writing by each Administrator. In the event that no such delegation is made by the Company, the Administrator may allocate the responsibilities among themselves, in which event the Administrators shall notify the Company and the Trustee in writing of such action and specify the responsibilities of each Administrator. The Trustee thereafter shall accept and rely upon any documents executed by the appropriate Administrator until such time as the Company or the Administrator file with the Trustee a written revocation of such delegation.

2.4 POWERS AND DUTIES OF THE ADMINISTRATOR

The primary responsibility of the Administrator is to administer the Plan for the exclusive benefit of the Participants and their Beneficiaries, subject to the specific terms of the Plan. The Administrator shall administer the Plan in accordance with its terms and shall have the power and discretion to construe the terms of the Plan and to determine all questions arising in connection with the administration, interpretation, and application of the Plan. Any such determination by the Administrator shall be conclusive and binding upon all persons. The Administrator may establish procedures, correct any defect, supply any information, or reconcile any inconsistency in such manner and to such extent as shall be deemed necessary or advisable to carry out the purpose of the Plan; provided, however, that any procedure, discretionary act, interpretation or construction shall be done in a nondiscriminatory manner based upon uniform principles consistently applied and shall be consistent with the intent that the Plan shall continue to be deemed a qualified plan under the terms of Code Section 401(a), and shall comply with the terms of the Act and all regulations issued pursuant thereto. The Administrator shall have all powers necessary or appropriate to accomplish the Administrator’s duties under the Plan.

The Administrator shall be charged with the duties of the general administration of the Plan as set forth under the terms of the Plan, including, but not limited to, the following:

(a) the discretion to determine all questions relating to the eligibility of Employees to participate or remain a Participant hereunder and to receive benefits under the Plan;

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(b) to compute, certify, and direct the Trustee with respect to the amount and the kind of benefits to which any Participant shall be entitled hereunder;

(c) to authorize and direct the Trustee with respect to all discretionary or otherwise directed disbursements from the Trust;

(d) to maintain all necessary records for the administration of the Plan;

(e) to interpret the provisions of the Plan and to make and publish such rules for regulation of the Plan as are consistent with the terms hereof;

(f) to determine the size and type of any Contract to be purchased from any insurer, and to designate the insurer from which such Contract shall be purchased;

(g) to compute and certify to the Company and to the Trustee from time to time the sums of money necessary or desirable to be contributed to the Plan;

(h) to consult with the Company and the Trustee regarding the short and long-term liquidity needs of the Plan in order that the Trustee can exercise any investment discretion in a manner designed to accomplish specific objectives;

(i) to prepare and implement a procedure to notify Eligible Employees that they may elect to have a portion of their Compensation deferred or paid to them in cash;

(j) to act as the named Fiduciary responsible for communications with Participants as needed to maintain Plan compliance with Act Section 404(c), including, but not limited to, the receipt and transmitting of Participant’s directions as to the investment of their account(s) under the Plan and the formulation of policies, rules, and procedures pursuant to which Participants may give investment instructions with respect to the investment of their accounts;

(k) to determine the validity of, and take appropriate action with respect to, any qualified domestic relations order received by it; and

(l) to assist any Participant regarding the Participant’s rights, benefits, or elections available under the Plan.

2.5 RECORDS AND REPORTS

The Administrator shall keep a record of all actions taken and shall keep all other books of account, records, policies, and other data that may be necessary for proper administration of the Plan and shall be responsible for supplying all information and reports to the Internal Revenue Service, Department of Labor, Participants, Beneficiaries and others as required by law.

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2.6 APPOINTMENT OF ADVISERS

The Administrator, may appoint counsel, specialists, advisers, agents (including nonfiduciary agents) and other persons as the Administrator deems necessary or desirable in connection with the administration of this Plan, including but not limited to agents and advisers to assist with the administration and management of the Plan, and thereby to provide, among such other duties as the Administrator may appoint, assistance with maintaining Plan records and the providing of investment information to the Plan’s investment fiduciaries and to Plan Participants.

2.7 PAYMENT OF EXPENSES

All expenses of administration may be paid out of the Trust Fund unless paid by the Employer. Such expenses shall include any expenses incident to the functioning of the Administrator, or any person or persons retained or appointed by any named Fiduciary incident to the exercise of their duties under the Plan, including, but not limited to, fees of accountants, counsel, Investment Managers, agents (including nonfiduciary agents) appointed for the purpose of assisting the Administrator or the Trustee in carrying out the instructions of Participants as to the directed investment of their accounts and other specialists and their agents, the costs of any bonds required pursuant to Act Section 412, the compensation of any employees of the Employer as permitted by ERISA and other costs of administering the Plan. Until paid, the expenses shall constitute a liability of the Trust Fund.

2.8 CLAIMS PROCEDURE

Claims for benefits under the Plan may be filed in writing with the Administrator. Written notice of the disposition of a claim shall be furnished to the claimant within ninety (90) days after the application is filed, except that if the administrator determines that for reasons beyond its control, a ninety (90) day extension of time is necessary to process the claim, provided the delay and the special circumstances occasioning it are communicated to the claimant within the ninety (90) day period. In the event the claim is denied, the reasons for the denial shall be specifically set forth in the notice in language calculated to be understood by the claimant, pertinent provisions of the Plan shall be cited, and, where appropriate, an explanation as to how the claimant can perfect the claim will be provided. In addition, the claimant shall be furnished with an explanation of the Plan’s claims review procedure.

2.9 CLAIMS REVIEW PROCEDURE

Any Employee, former Employee, or Beneficiary of either, who has been denied a benefit by a decision of the Administrator pursuant to Section 2.8 shall be entitled to request the Administrator to give further consideration to a claim by filing with the Administrator a written request for a hearing. Such request, together with a written statement of the reasons why the claimant believes the claim should be allowed, shall be filed with the Administrator no later than sixty (60) days after receipt of the written notification provided for in Section 2.8. The Administrator shall then conduct a hearing within the next sixty (60) days, at which the claimant may be represented by an attorney or any other representative of such claimant’s choosing and expense and at which the claimant shall have an opportunity to submit written and oral evidence and arguments in support of the claim. At the hearing (or prior thereto upon five (5) business days written notice to the Administrator) the claimant or the claimant’s representative shall have

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an opportunity to review all documents in the possession of the Administrator which are pertinent to the claim at issue and its disallowance. Either the claimant or the Administrator may cause a court reporter to attend the hearing and record the proceedings. In such event, a complete written transcript of the proceedings shall be furnished to both parties by the court reporter. The full expense of any such court reporter and such transcripts shall be borne by the party causing the court reporter to attend the hearing. A final decision as to the allowance of the claim shall be made by the Administrator within sixty (60) days of receipt of the appeal (unless there has been an extension of sixty (60) days due to special circumstances, provided the delay and the special circumstances occasioning it are communicated to the claimant within the sixty (60) day period). Such communication shall be written in a manner calculated to be understood by the claimant and shall include specific reasons for the decision and specific references to the pertinent Plan provisions on which the decision is based.

ARTICLE III

ELIGIBILITY

3.1 CONDITIONS OF ELIGIBILITY

Except as provided in Appendix B, any Eligible Employee, with respect to salary reduction elections pursuant to Section 4.2 and after-tax voluntary Employee contributions pursuant to Section 4.12, shall be eligible to participate hereunder on the date of such Employee’s employment with the Employer.

However, with respect to Employer matching contributions pursuant to Section 4.1(b) and Employer Qualified Non-Elective Contributions pursuant to Section 4.1(c), any Eligible Employee who has completed a one (1) year Period of Service shall be eligible to participate hereunder as of the date such Employee has satisfied such requirements.

3.2 EFFECTIVE DATE OF PARTICIPATION

Except as provided in Appendix B, an Eligible Employee shall become a Participant effective as of the date on which such Employee satisfies the eligibility requirements of Section 3.1.

If an Employee, who has satisfied the Plan’s eligibility requirements and would otherwise have become a Participant, shall go from a classification of a noneligible Employee to an Eligible Employee, such Employee shall become a Participant on the date such Employee becomes an Eligible Employee or, if later, the date that the Employee would have otherwise entered the Plan had the Employee always been an Eligible Employee.

If an Employee, who has satisfied the Plan’s eligibility requirements and would otherwise become a Participant, shall go from a classification of an Eligible Employee to a noneligible class of Employees, such Employee shall become a Participant in the Plan on the date such Employee again becomes an Eligible Employee, or, if later, the date that the Employee would have otherwise entered the Plan had the Employee always been an Eligible Employee.

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3.3 DETERMINATION OF ELIGIBILITY

The Administrator shall determine the eligibility of each Employee for participation in the Plan based upon information furnished by the Employer. Such determination shall be conclusive and binding upon all persons, as long as the same is made pursuant to the Plan and the Act. Such determination shall be subject to review pursuant to Section 2.8.

3.4 TERMINATION OF ELIGIBILITY

In the event a Participant shall go from a classification of an Eligible Employee to a noneligible Employee, such Inactive Participant shall continue to vest in the Plan for each Period of Service completed while a noneligible Employee, until such time as the Participant’s Account is forfeited or distributed pursuant to the terms of the Plan. Additionally, the Inactive Participant’s interest in the Plan shall continue to share in the earnings of the Trust Fund.

3.5 OMISSION OF ELIGIBLE EMPLOYEE

If, in any Plan Year, any Employee who should be included as a Participant in the Plan is erroneously omitted and discovery of such omission is not made until after a contribution by the Employer for the year has been made and allocated, then the Employer shall make a subsequent contribution, if necessary after the application of Section 4.4(c), so that the omitted Employee receives a total amount which the Employee would have received (including both Employer contributions and earnings thereon) had the Employee not been omitted. Such contribution shall be made regardless of whether it is deductible in whole or in part in any taxable year under applicable provisions of the Code.

3.6 INCLUSION OF INELIGIBLE EMPLOYEE

If, in any Plan Year, any person who should not have been included as a Participant in the Plan is erroneously included and discovery of such inclusion is not made until after a contribution for the year has been made and allocated, the Employer shall be entitled to recover the contribution made with respect to the ineligible person provided the error is discovered within twelve (12) months of the date on which it was made. Otherwise, the amount contributed with respect to the ineligible person shall constitute a Forfeiture for the Plan Year in which the discovery is made. Notwithstanding the foregoing, any Deferred Compensation made by an ineligible person shall be distributed to the person (along with any earnings attributable to such Deferred Compensation).

3.7 REHIRED EMPLOYEES

Except as provided in Appendix B, if any Terminated Participant is reemployed by the Employer as an Eligible Employee, the Participant shall become eligible to make contributions as of the reemployment date.

If any Terminated Participant has not met the one (1) year Period of Service eligibility requirements for the Employer matching contributions and Employer Qualified Non-Elective Contributions at the time of his/her termination, and is later reemployed, he/she must finish completing the one (1) year Period of Service after reemployment, taking into account the service prior to termination.

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ARTICLE IV

CONTRIBUTION AND ALLOCATION

4.1 FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION

Except as provided in Appendix B, for each Plan Year, the Employer shall contribute to the Plan:

(a) The amount of the total salary reduction elections of all Participants made pursuant to Section 4.2(a), which amount shall be deemed an Employer Elective Contribution.

(b) On behalf of each Participant who is eligible to share in matching contributions for the Plan Year, a matching contribution equal to 50% of each such Participant’s Deferred Compensation, which amount, shall be deemed an Employer Non-Elective Contribution. Notwithstanding the above, a Participant who is a member of any of the following groups of Participants and who was employed by Moore North America, Inc. (formerly known as “Moore U.S.A., Inc.) on December 31, 1997, shall receive a matching contribution equal to 75% of such Participant’s Deferred Compensation, which amount, shall be deemed an Employer Non-Elective Contribution.

(1) Participants who, as of June 30, 1997, were age 65 or older;

(2) Participants who, as of June 30, 1997, were age 50 or older and had completed 10 or more Years of Service; or

(3) Participants who, as of June 30, 1997, were age 45 or older and had completed 20 or more Years of Service, and who were employed by Moore North America, Inc. (formerly known as “Moore U.S.A., Inc.”) on December 31, 1997.

In applying the matching percentage specified above, only salary reductions up to 6% of annual Compensation shall be considered.

(c) On behalf of each Non-Highly Compensated Participant who is eligible to share in the Qualified Non-Elective Contribution for the Plan Year, a discretionary Qualified Non-Elective Contribution equal to a uniform percentage of each eligible individual’s Compensation, the exact percentage, if any, to be determined each year by the Employer. Any Employer Qualified Non-Elective Contribution shall be deemed an Employer Elective Contribution.

(d) Additionally, to the extent necessary, the Employer shall contribute to the Plan the amount necessary to provide the top heavy minimum contribution.

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(e) All contributions by the Employer shall be made in cash or in such property as is acceptable to the Trustee.

4.2 PARTICIPANT’S SALARY REDUCTION ELECTION

Except as provided in Appendix B:

(a) Each Participant may elect to defer Compensation which would have been received in the Plan Year, but for the deferral election, 1% to 85%, in whole percentages. The sum of a Participant’s Salary Reduction Contributions and Voluntary Contributions for each payroll period may not exceed 85% of his Compensation paid for such payroll period. A deferral election (or modification of an earlier election) may not be made with respect to Compensation which is currently available on or before the date the Participant executed such election or, if later, the latest of the date the Employer adopts this cash or deferred arrangement, or the date such arrangement first became effective.

The amount by which Compensation is reduced shall be that Participant’s Deferred Compensation and be treated as an Employer Elective Contribution and allocated to that Participant’s Elective Account.

(b) The balance in each Participant’s Elective Account shall be fully Vested at all times and, except as otherwise provided herein, shall not be subject to Forfeiture for any reason.

(c) Notwithstanding anything in the Plan to the contrary, amounts held in the Participant’s Elective Account may not be distributable (including any offset of loans) earlier than:

(1) a Participant’s separation from service, Total and Permanent Disability, or death;

(2) a Participant’s attainment of age 59 1/2;

(3) the termination of the Plan without the existence at the time of Plan termination of another defined contribution plan or the establishment of a successor defined contribution plan by the Employer or an Affiliated Employer within the period ending twelve months after distribution of all assets from the Plan maintained by the Employer. For this purpose, a defined contribution plan does not include an employee stock ownership plan (as defined in Code Section 4975(e)(7) or 409), a simplified employee pension plan (as defined in Code Section 408(k)), or a simple individual retirement account plan (as defined in Code Section 408(p));

(4) the date of disposition by the Employer to an entity that is not an Affiliated Employer of substantially all of the assets (within the meaning of Code Section 409(d)(2)) used in a trade or business of such corporation if such corporation continues to maintain this Plan after the disposition

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with respect to a Participant who continues employment with the corporation acquiring such assets;

(5) the date of disposition by the Employer or an Affiliated Employer who maintains the Plan of its interest in a subsidiary (within the meaning of Code Section 409(d)(3)) to an entity which is not an Affiliated Employer but only with respect to a Participant who continues employment with such subsidiary; or

(6) the proven financial hardship of a Participant, subject to the limitations of Section 6.11.

(d) For each Plan Year, a Participant’s Deferred Compensation made under this Plan and all other plans, contracts or arrangements of the Employer and any Affiliated Employer shall not exceed, during any taxable year of the Participant, the limitation imposed by Code Section 402(g), as in effect at the beginning of such taxable year. If such dollar limitation is exceeded, a Participant will be deemed to have notified the Administrator of such excess amount which shall be distributed in a manner consistent with Section 4.2(f). The dollar limitation shall be adjusted annually pursuant to the method provided in Code Section 415(d) in accordance with Regulations.

(e) In the event a Participant has received a hardship distribution from the Participant’s Elective Account pursuant to Section 6.11(b) or pursuant to Regulation 1.401(k)-l(d)(2)(iv)(B) from any other plan maintained by the Employer and any Affiliated Employer, then such Participant shall not be permitted to elect to have Deferred Compensation contributed to the Plan for a period of twelve (12) months following the receipt of the distribution. Furthermore, the dollar limitation under Code Section 402(g) shall be reduced, with respect to the Participant’s taxable year following the taxable year in which the hardship distribution was made, by the amount of such Participant’s Deferred Compensation, if any, pursuant to this Plan (and any other plan maintained by the Employer) for the taxable year of the hardship distribution.

(f) If a Participant’s Deferred Compensation under this Plan together with any elective deferrals (as defined in Regulation 1.402(g)-l(b)) under another qualified cash or deferred arrangement (as described in Code Section 40l(k)), a simplified employee pension (as described in Code Section 408(k)(6)), a simple individual retirement account plan (as described in Code Section 408(p)), a salary reduction arrangement (within the meaning of Code Section 3121(a)(5)(D)), a deferred compensation plan under Code Section 457(b), or a trust described in Code Section 501(c)(l8) cumulatively exceed the limitation imposed by Code Section 402(g) (as adjusted annually in accordance with the method provided in Code Section 415(d) pursuant to Regulations) for such Participant’s taxable year, the Participant may, not later than March 1 following the close of the Participant’s taxable year, notify the Administrator in writing of such excess and request that the Participant’s Deferred Compensation under this Plan be reduced by an amount specified by the Participant. In such event, the Administrator may direct the Trustee to distribute such excess amount (and any Income allocable to such

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excess amount) to the Participant not later than the first April 15th following the close of the Participant’s taxable year. Any distribution of less than the entire amount of Excess Deferred Compensation and Income shall be treated as a pro rata distribution of Excess Deferred Compensation and Income. The amount distributed shall not exceed the Participant’s Deferred Compensation under the Plan for the taxable year (and any Income allocable to such excess amount). Any distribution on or before the last day of the Participant’s taxable year must satisfy each of the following conditions:

(1) the distribution must be made after the date on which the Plan received the Excess Deferred Compensation;

(2) the Participant shall designate the distribution as Excess Deferred Compensation; and

(3) the Plan must designate the distribution as a distribution of Excess Deferred Compensation.

Any distribution made pursuant to this Section 4.2(f) shall be made first from unmatched Deferred Compensation and, thereafter, from Deferred Compensation which is matched. Matching contributions which relate to such Deferred Compensation shall be forfeited.

(g) Notwithstanding Section 4.2(f) above, a Participant’s Excess Deferred Compensation shall be reduced, but not below zero, by any distribution and/or recharacterization of Excess Contributions pursuant to Section 4.6(a) for the Plan Year beginning with or within the taxable year of the Participant.

(h) At Normal Retirement Date, or such other date when the Participant shall be entitled to receive benefits, the fair market value of the Participant’s Elective Account shall be used to provide additional benefits to the Participant or the Participant’s Beneficiary.

(i) Employer Elective Contributions made pursuant to this Section may be segregated into a separate account for each Participant in a federally insured savings account, certificate of deposit in a bank or savings and loan association, money market certificate, or other short-term debt security acceptable to the Trustee until such time as the allocations pursuant to Section 4.4 have been made.

(j) The Employer and the Administrator shall implement the salary reduction elections provided for herein in accordance with the following:

(1) A Participant must make an initial salary deferral election within a reasonable time, not to exceed thirty (30) days, after entering the Plan pursuant to Section 3.2. If the Participant fails to make an initial salary deferral election within such time, then such Participant may thereafter make an election in accordance with the rules governing modifications. The Participant shall make such an election by entering into a salary

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reduction agreement with the Employer and filing such agreement with the Administrator. Such election shall initially be effective beginning with the pay period following the acceptance of the salary reduction agreement by the Administrator, shall not have retroactive effect and shall remain in force until revoked.

(2) A Participant may modify a prior election at any time during the Plan Year and concurrently make a new election by filing a notice with the Administrator within a reasonable time before the pay period for which such modification is to be effective. Any modification shall not have retroactive effect and shall remain in force until revoked.

(3) A Participant may elect to prospectively revoke the Participant’s salary reduction agreement in its entirety at any time during the Plan Year by providing the Administrator with thirty (30) days notice of such revocation (or upon such shorter notice period as may be acceptable to the Administrator). Such revocation shall become effective as of the beginning of the first pay period coincident with or next following the expiration of the notice period. Furthermore, the termination of the Participant’s employment, or the cessation of participation for any reason, shall be deemed to revoke any salary reduction agreement then in effect, effective immediately following the close of the pay period within which such termination or cessation occurs.

4.3 TIME OF PAYMENT OF EMPLOYER CONTRIBUTION

The Employer may make its contribution to the Plan for a particular Plan Year at such time as the Employer, in its sole discretion, determines. If the Employer makes a contribution for a particular Plan Year after the close of that Plan Year, the Employer will designate to the Trustee the Plan Year for which the Employer is making its contribution.

4.4 ALLOCATION OF CONTRIBUTION AND EARNINGS

(a) The Administrator shall establish and maintain an account in the name of each Participant to which the Administrator shall credit as of each Anniversary Date, or other Valuation Date, all amounts allocated to each such Participant as set forth herein.

(b) The Employer shall provide the Administrator with all information required by the Administrator to make a proper allocation of the Employer contributions for each Plan Year. Within a reasonable period of time after the date of receipt by the Administrator of such information, the Administrator shall allocate such contribution as follows:

(1) With respect to the Employer Elective Contribution made pursuant to Section 4.1(a), to each Participant’s Elective Account in an amount equal to each such Participant’s Deferred Compensation for the year.

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(2) With respect to the Employer Non-Elective Contribution made pursuant to Section 4.1(b), to each Participant’s Account in accordance with Section 4. l(b).

Any Participant actively employed during the Plan Year who is eligible under Section 3.1 shall be eligible to share in the matching contribution for the Plan Year.

(3) With respect to the Employer Qualified Non-Elective Contribution made pursuant to Section 4.1(c), to each Participant’s Elective Account when used to satisfy the “Actual Deferral Percentage” tests or Participant’s Account in accordance with Section 4.1(c).

Only Non-Highly Compensated Participants who are actively employed on the last day of the Plan Year shall be eligible to share in the Qualified Non-Elective Contribution for the year.

(c) Except as provided in Appendix B, on or before each Anniversary Date any amounts which became Forfeitures since the last Anniversary Date may be used to satisfy any contribution that may be required pursuant to Section 3.5 and/or 6.9, or be used to pay any administrative expenses of the Plan. The remaining Forfeitures, if any, shall be used to reduce the contribution of the Employer hereunder for the Plan Year in which such Forfeitures occur.

(d) For any Top Heavy Plan Year, Non-Key Employees not otherwise eligible to share in the allocation of contributions as provided above, shall receive the minimum allocation provided for in Section 4.4(g) if eligible pursuant to the provisions of Section 4.4(i).

(e) Notwithstanding the foregoing, Participants who are not actively employed on the last day of the Plan Year due to Retirement (Early, Normal or Late), Total and Permanent Disability or death shall share in the allocation of contributions for that Plan Year.

(f) As of each Valuation Date, before the current valuation period allocation of Employer contributions, any earnings or losses (net appreciation or net depreciation) of the Trust Fund shall be allocated in the same proportion that each Participant’s and Inactive Participant’s nonsegregated accounts bear to the total of all Participants’ and Inactive Participants’ nonsegregated accounts as of such date. Earnings or losses with respect to a Participant’s Directed Account shall be allocated in accordance with Section 4.13.

Participants’ transfers from other qualified plans and after-tax voluntary Employee contributions deposited in the general Trust Fund shall share in any earnings and losses (net appreciation or net depreciation) of the Trust Fund in the same manner provided above. Each segregated account maintained on behalf of a Participant shall be credited or charged with its separate earnings and losses.

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(g) Minimum Allocations Required for Top Heavy Plan Years: Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum of the Employer contributions allocated to the Participant’s Combined Account of each Non-Key Employee shall be equal to at least three percent (3%) of such Non-Key Employee’s “415 Compensation” (reduced by contributions and forfeitures, if any, allocated to each Non-Key Employee in any defined contribution plan included with this Plan in a Required Aggregation Group). However, if (1) the sum of the Employer contributions allocated to the Participant’s Combined Account of each Key Employee for such Top Heavy Plan Year is less than three percent (3%) of each Key Employee’s “415 Compensation” and (2) this Plan is not required to be included in an Aggregation Group to enable a defined benefit plan to meet the requirements of Code Section 401(a)(4) or 410, the sum of the Employer contributions allocated to the Participant’s Combined Account of each Non-Key Employee shall be equal to the largest percentage allocated to the Participant’s Combined Account of any Key Employee. However, in determining whether a Non-Key Employee has received the required minimum allocation, such Non-Key Employee’s Deferred Compensation and matching contributions needed to satisfy the “Actual Contribution Percentage” tests pursuant to Section 4.7(a) shall not be taken into account.

However, no such minimum allocation shall be required in this Plan for any Non-Key Employee who participates in another defined contribution plan subject to Code Section 412 included with this Plan in a Required Aggregation Group.

(h) For purposes of the minimum allocations set forth above, the percentage allocated to the Participant’s Combined Account of any Key Employee shall be equal to the ratio of the sum of the Employer contributions allocated on behalf of such Key Employee divided by the “415 Compensation” for such Key Employee.

(i) For any Top Heavy Plan Year, the minimum allocations set forth above shall be allocated to the Participant’s Combined Account of all Non-Key Employees who are Participants and who are employed by the Employer on the last day of the Plan Year, including Non-Key Employees who have (1) failed to complete a Period of Service; and (2) declined to make mandatory contributions (if required) or, in the case of a cash or deferred arrangement, elective contributions to the Plan.

(j) In lieu of the above, if a Non-Key Employee participates in this Plan and a defined benefit pension plan included in a Required Aggregation Group which is top heavy, a minimum allocation of five percent (5%) of “415 Compensation” shall be provided under this Plan.

(k) For the purposes of this Section, “415 Compensation” in excess of $150,000 (or such other amount provided in the Code) shall be disregarded. Such amount shall be adjusted for increases in the cost of living in accordance with Code Section 401(a)(17)(B), except that the dollar increase in effect on January 1 of any calendar year shall be effective for the Plan Year beginning with or within

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such calendar year. If “415 Compensation” for any prior determination period is taken into account in determining a Participant’s minimum benefit for the current Plan Year, the “415 Compensation” for such determination period is subject to the applicable annual “415 Compensation” limit in effect for that prior period. For any short Plan Year the “415 Compensation” limit shall be an amount equal to the “415 Compensation” limit for the calendar year in which the Plan Year begins multiplied by the ratio obtained by dividing the number of full months in the short Plan Year by twelve (12).

(l) Notwithstanding anything herein to the contrary, Participants who terminated employment for any reason during the Plan Year shall share in the salary reduction contributions made by the Employer for the year of termination without regard to the Hours of Service credited.

(m) Notwithstanding anything in this Section to the contrary, all information necessary to properly reflect a given transaction may not be available until after the date specified herein for processing such transaction, in which case the transaction will be reflected when such information is received and processed. Subject to express limits that may be imposed under the Code, the processing of any contribution, distribution or other transaction may be delayed for any legitimate business reason (including, but not limited to, failure of systems or computer programs, failure of the means of the transmission of data, force majeure, the failure of a service provider to timely receive values or prices, and the correction for errors or omissions or the errors or omissions of any service provider). The processing date of a transaction will be binding for all purposes of the Plan.

4.5 ACTUAL DEFERRAL PERCENTAGE TESTS

(a) Maximum Annual Allocation: For each Plan Year, the annual allocation derived from Employer Elective Contributions to a Highly Compensated Participant’s Elective Account shall satisfy one of the following tests:

(1) The “Actual Deferral Percentage” for the Highly Compensated Participant group shall not be more than the “Actual Deferral Percentage” of the Non-Highly Compensated Participant group (for the preceding Plan Year if the prior year testing method is used to calculate the “Actual Deferral Percentage” for the Non-Highly Compensated Participant group) multiplied by 1.25, or

(2) The excess of the “Actual Deferral Percentage” for the Highly Compensated Participant group over the “Actual Deferral Percentage” for the Non-Highly Compensated Participant group (for the preceding Plan Year if the prior year testing method is used to calculate the “Actual Deferral Percentage” for the Non-Highly Compensated Participant group) shall not be more than two percentage points. Additionally, the “Actual Deferral Percentage” for the Highly Compensated Participant group shall not exceed the “Actual Deferral Percentage” for the Non-Highly

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Compensated Participant group (for the preceding Plan Year if the prior year testing method is used to calculate the “Actual Deferral Percentage” for the Non-Highly Compensated Participant group) multiplied by 2. The provisions of Code Section 401(k)(3) and Regulation 1.401(k)-l(b) are incorporated herein by reference.

However, in order to prevent the multiple use of the alternative method described in (2) above and in Code Section 401(m)(9)(A), any Highly Compensated Participant eligible to make elective deferrals pursuant to Section 4.2 and to make Employee contributions or to receive matching contributions under this Plan or under any other plan maintained by the Employer or an Affiliated Employer shall have a combination of such Participant’s Elective Contributions and Employer matching contributions and Employee contributions reduced pursuant to Section 4.6(a) and Regulation 1.401(m)-2, the provisions of which are incorporated herein by reference.

(b) For the purposes of this Section “Actual Deferral Percentage” means, with respect to the Highly Compensated Participant group and Non-Highly Compensated Participant group for a Plan Year, the average of the ratios, calculated separately for each Participant in such group, of the amount of Employer Elective Contributions allocated to each Participant’s Elective Account for such Plan Year, to such Participant’s “414(s) Compensation” for such Plan Year. The actual deferral ratio for each Participant and the “Actual Deferral Percentage” for each group shall be calculated to the nearest one-hundredth of one percent. Employer Elective Contributions allocated to each Non-Highly Compensated Participant’s Elective Account shall be reduced by Excess Deferred Compensation to the extent such excess amounts are made under this Plan or any other plan maintained by the Employer.

(c) For the purposes of Sections 4.5(a) and 4.6, a Highly Compensated Participant and a Non-Highly Compensated Participant shall include any Employee eligible to make a deferral election pursuant to Section 4.2, whether or not such deferral election was made or suspended pursuant to Section 4.2.

(d) For the purposes of this Section and Code Sections 401(a)(4), 410(b) and 401(k), if two or more plans which include cash or deferred arrangements are considered one plan for the purposes of Code Section 401(a)(4) or 410(b) (other than Code Section 410(b)(2)(A)(ii)), the cash or deferred arrangements included in such plans shall be treated as one arrangement. In addition, two or more cash or deferred arrangements may be considered as a single arrangement for purposes of determining whether or not such arrangements satisfy Code Sections 401(a)(4), 410(b) and 401(k). In such a case, the cash or deferred arrangements included in such plans and the plans including such arrangements shall be treated as one arrangement and as one plan for purposes of this Section and Code Sections 401(a)(4), 410(b) and 401(k). Any adjustment to the Non-Highly Compensated Participant actual deferral ratio for the prior year shall be made in accordance with Internal Revenue Service Notice 98-1 and any superseding guidance. Plans may be aggregated under this paragraph (d) only if

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they have the same plan year. Notwithstanding the above, if two or more plans which include cash or deferred arrangements are permissively aggregated under Regulation 1.410(b)-7(d), all plans permissively aggregated must use either the current year testing method or the prior year testing method for the testing year.

Notwithstanding the above, an employee stock ownership plan described in Code Section 4975(e)(7) or 409 may not be combined with this Plan for purposes of determining whether the employee stock ownership plan or this Plan satisfies this Section and Code Sections 401(a)(4), 410(b) and 401(k).

(e) For the purposes of this Section, if a Highly Compensated Participant is a Participant under two or more cash or deferred arrangements (other than a cash or deferred arrangement which is part of an employee stock ownership plan as defined in Code Section 4975(e)(7) or 409 of the Employer or an Affiliated Employer, all such cash or deferred arrangements shall be treated as one cash or deferred arrangement for the purpose of determining the actual deferral ratio with respect to such Highly Compensated Participant. However, if the cash or deferred arrangements have different plan years, this paragraph shall be applied by treating all cash or deferred arrangements ending with or within the same calendar year as a single arrangement.

(f) For the purpose of this Section, when calculating the “Actual Deferral Percentage” for the Non-Highly Compensated Participant group, the current year testing method shall be used. Any change from the current year testing method to the prior year testing method shall be made pursuant to Internal Revenue Service Notice 98-1, Section VII (or superseding guidance), the provisions of which are incorporated herein by reference.

(g) Notwithstanding anything in this Section to the contrary, the provisions of this Section and Section 4.6 may be applied separately (or will be applied separately to the extent required by Regulations) to each plan within the meaning of Regulation 1.401(k)-l(g)(ll). Furthermore, the provisions of Code Section 401(k)(3)(F) may be used to exclude from consideration all Non-Highly Compensated Employees who have not satisfied the minimum age and service requirements of Code Section 410(a)(l)(A).

4.6 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

In the event (or if it is anticipated) that the initial allocations of the Employer Elective Contributions made pursuant to Section 4.4 do (or might) not satisfy one of the tests set forth in Section 4.5(a), the Administrator shall adjust Excess Contributions pursuant to the options set forth below:

(a) On or before the fifteenth day of the third month following the end of each Plan Year, but in no event later than the close of the following Plan Year, the Highly Compensated Participant having the largest dollar amount of Elective Contributions shall have a portion of such Participant’s Elective Contributions distributed and/or at such Participant’s election recharacterized as an after-tax voluntary Employee contribution pursuant to Section 4.12 until the total amount

26

of Excess Contributions has been distributed, or until the amount of such Participant’s Elective Contributions equals the Elective Contributions of the Highly Compensated Participant having the second largest dollar amount of Elective Contributions. This process shall continue until the total amount of Excess Contributions has been distributed. In determining the amount of Excess Contributions to be distributed and/or recharacterized with respect to an affected Highly Compensated Participant as determined herein, such amount shall be reduced pursuant to Section 4.2(f) by any Excess Deferred Compensation previously distributed to such affected Highly Compensated Participant for such Participant’s taxable year ending with or within such Plan Year.

(1) With respect to the distribution of Excess Contributions pursuant to (a) above, such distribution:

(i) may be postponed but not later than the close of the Plan Year following the Plan Year to which they are allocable;

(ii) shall be adjusted for Income; and

(iii) shall be designated by the Employer as a distribution of Excess Contributions (and Income).

(2) With respect to the recharacterization of Excess Contributions pursuant to (a) above, such recharacterized amounts:

(i) shall be deemed to have occurred on the date on which the last of those Highly Compensated Participants with Excess Contributions to be recharacterized is notified of the recharacterization and the tax consequences of such recharacterization;

(ii) shall not exceed the amount of Deferred Compensation on behalf of any Highly Compensated Participant for any Plan Year;

(iii) shall be treated as after-tax voluntary Employee contributions for purposes of Code Section 401(a)(4) and Regulation 1.401(k)-l(b). However, for purposes of Sections 8.2 and 4.4(g), recharacterized Excess Contributions continue to be treated as Employer contributions that are Deferred Compensation. Excess Contributions (and Income attributable to such amounts) recharacterized as after-tax voluntary Employee contributions shall continue to be nonforfeitable and subject to the same distribution rules provided for in Section 4.2(c);

(iv) are not permitted if the amount recharacterized plus after-tax voluntary Employee contributions actually made by such Highly Compensated Participant, exceed the maximum amount of after-tax voluntary Employee contributions (determined prior to application of Section 4.7(a)) that such Highly Compensated

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Participant is permitted to make under the Plan in the absence of recharacterization; and

(v) shall be adjusted for Income.

(3) Any distribution and/or recharacterization of less than the entire amount of Excess Contributions shall be treated as a pro rata distribution and/or recharacterization of Excess Contributions and Income.

(4) Matching contributions which relate to Excess Contributions shall be forfeited unless the related matching contribution is distributed as an Excess Aggregate Contribution pursuant to Section 4.8.

(b) Notwithstanding the above, within twelve (12) months after the end of the Plan Year, the Employer may make a special Qualified Non-Elective Contribution in accordance with one of the following provisions which contribution shall be allocated to the Participant’s Elective Account of each Non-Highly Compensated Participant eligible to share in the allocation in accordance with such provision. The Employer shall provide the Administrator with written notification of the amount of the contribution being made and for which provision it is being made pursuant to:

(1) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.5(a). Such contribution shall be allocated in the same proportion that each Non-Highly Compensated Participant’s 414(s) Compensation for the year (or prior year if the prior year testing method is being used) bears to the total 414(s) Compensation of all Non-Highly Compensated Participants for such year.

(2) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.5(a). Such contribution shall be allocated in the same proportion that each Non-Highly Compensated Participant electing salary reductions pursuant to Section 4.2 in the same proportion that each such Non-Highly Compensated Participant’s Deferred Compensation for the year (or at the end of the prior Plan Year if the prior year testing method is being used) bears to the total Deferred Compensation of all such Non-Highly Compensated Participants for such year.

(3) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.5(a). Such contribution shall be allocated in equal amounts (per capita).

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(4) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants electing salary reductions pursuant to Section 4.2 in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.5(a). Such contribution shall be allocated for the year (or at the end of the prior Plan Year if the prior year testing method is used) to each Non-Highly Compensated Participant electing salary reductions pursuant to Section 4.2 in equal amounts (per capita).

(5) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.5(a). Such contribution shall be allocated to the Non-Highly Compensated Participant having the lowest 414(s) Compensation, until one of the tests set forth in Section 4.5(a) is satisfied (or is anticipated to be satisfied), or until such Non-Highly Compensated Participant has received the maximum “annual addition” pursuant to Section 4.9. This process shall continue until one of the tests set forth in Section 4.5(a) is satisfied (or is anticipated to be satisfied).

Notwithstanding the above, at the Employer’s discretion, Non-Highly Compensated Participants who are not employed at the end of the Plan Year (or at the end of the prior Plan Year if the prior year testing method is being used) shall not be eligible to receive a special Qualified Non-Elective Contribution and shall be disregarded.

Notwithstanding the above, if the testing method changes from the current year testing method to the prior year testing method, then for purposes of preventing the double counting of Qualified Non-Elective Contributions for the first testing year for which the change is effective, any special Qualified Non-Elective Contribution on behalf of Non-Highly Compensated Participants used to satisfy the “Actual Deferral Percentage” or “Actual Contribution Percentage” test under the current year testing method for the prior year testing year shall be disregarded.

(c) If during a Plan Year, it is projected that the aggregate amount of Elective Contributions to be allocated to all Highly Compensated Participants under this Plan would cause the Plan to fail the tests set forth in Section 4.5(a), then the Administrator may automatically reduce the deferral amount of affected Highly Compensated Participants, beginning with the Highly Compensated Participant who has the highest deferral ratio until it is anticipated the Plan will pass the tests or until the actual deferral ratio equals the actual deferral ratio of the Highly Compensated Participant having the next highest actual deferral ratio. This process may continue until it is anticipated that the Plan will satisfy one of the tests set forth in Section 4.5(a). Alternatively, the Employer may specify a maximum percentage of Compensation that may be deferred.

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(d) Any Excess Contributions (and Income) which are distributed on or after 2 1/2 months after the end of the Plan Year shall be subject to the ten percent (10%) Employer excise tax imposed by Code Section 4979.

4.7 ACTUAL CONTRIBUTION PERCENTAGE TESTS

(a) The “Actual Contribution Percentage” for the Highly Compensated Participant group shall not exceed the greater of:

(1) 125 percent of such percentage for the Non-Highly Compensated Participant group (for the preceding Plan Year if the prior year testing method is used to calculate the “Actual Contribution Percentage” for the Non-Highly Compensated Participant group); or

(2) the lesser of 200 percent of such percentage for the Non-Highly Compensated Participant group (for the preceding Plan Year if the prior year testing method is used to calculate the “Actual Contribution Percentage” for the Non-Highly Compensated Participant group), or such percentage for the Non-Highly Compensated Participant group (for the preceding Plan Year if the prior year testing method is used to calculate the “Actual Contribution Percentage” for the Non-Highly Compensated Participant group) plus 2 percentage points. However, to prevent the multiple use of the alternative method described in this paragraph and Code Section 401(m)(9)(A), any Highly Compensated Participant eligible to make elective deferrals pursuant to Section 4.2 or any other cash or deferred arrangement maintained by the Employer or an Affiliated Employer and to make Employee contributions or to receive matching contributions under this Plan or under any plan maintained by the Employer or an Affiliated Employer shall have a combination of Elective Contributions and Employer matching contributions and Employee contributions reduced pursuant to Regulation 1.401(m)-2 and Section 4.8(a). The provisions of Code Section 401(m) and Regulations 1.401(m)-l(b) and 1.401(m)-2 are incorporated herein by reference.

(b) For the purposes of this Section and Section 4.8, “Actual Contribution Percentage” for a Plan Year means, with respect to the Highly Compensated Participant group and Non-Highly Compensated Participant group (for the preceding Plan Year if the prior year testing method is used to calculate the “Actual Contribution Percentage” for the Non-Highly Compensated Participant group), the average of the ratios (calculated separately for each Participant in each group and rounded to the nearest one-hundredth of one percent) of:

(1) the sum of Employer matching contributions made pursuant to Section 4.1(b), after-tax voluntary Employee contributions made pursuant to Section 4.12 and Excess Contributions recharacterized as after-tax voluntary Employee contributions pursuant to Section 4.6(a) on behalf of each such Participant for such Plan Year; to

30

(2) the Participant’s “414(s) Compensation” for such Plan Year.

(c) For purposes of determining the “Actual Contribution Percentage,” only Employer matching contributions contributed to the Plan prior to the end of the succeeding Plan Year shall be considered. In addition, the Administrator may elect to take into account, with respect to Employees eligible to have Employer matching contributions pursuant to Section 4.1(b) and after-tax voluntary Employee contributions pursuant to Section 4.12 allocated to their accounts, elective deferrals (as defined in Regulation 1.402(g)-l(b)) and qualified non-elective contributions (as defined in Code Section 401(m)(4)(C)) contributed to any plan maintained by the Employer. Such elective deferrals and qualified non-elective contributions shall be treated as Employer matching contributions subject to Regulation 1.401(m)-l(b)(5) which is incorporated herein by reference. However, the Plan Year must be the same as the plan year of the plan to which the elective deferrals and the qualified non-elective contributions are made.

(d) For purposes of this Section and Code Sections 401(a)(4), 410(b) and 401(m), if two or more plans of the Employer to which matching contributions, Employee contributions, or both, are made are treated as one plan for purposes of Code Sections 401(a)(4) or 410(b) (other than the average benefits test under Code Section 410(b)(2)(A)(ii)), such plans shall be treated as one plan. In addition, two or more plans of the Employer to which matching contributions, Employee contributions, or both, are made may be considered as a single plan for purposes of determining whether or not such plans satisfy Code Sections 401(a)(4), 410(b) and 401(m). In such a case, the aggregated plans must satisfy this Section and Code Sections 401(a)(4), 410(b) and 401(m) as though such aggregated plans were a single plan. Any adjustment to the Non-Highly Compensated Participant actual contribution ratio for the prior year shall be made in accordance with Internal Revenue Service Notice 98-1 and any superseding guidance. Plans may be aggregated under this paragraph (d) only if they have the same plan year. Notwithstanding the above, if two or more plans which include cash or deferred arrangements are permissively aggregated under Regulation 1.410(b)-7(d), all plans permissively aggregated must use either the current year testing method or the prior year testing method for the testing year.

Notwithstanding the above, an employee stock ownership plan described in Code Section 4975(e)(7) or 409 may not be aggregated with this Plan for purposes of determining whether the employee stock ownership plan or this Plan satisfies this Section and Code Sections 401(a)(4), 410(b) and 401(m).

(e) If a Highly Compensated Participant is a Participant under two or more plans (other than an employee stock ownership plan as defined in Code Section 4975(e)(7) or 409 which are maintained by the Employer or an Affiliated Employer to which matching contributions, Employee contributions, or both, are made, all such contributions on behalf of such Highly Compensated Participant shall be aggregated for purposes of determining such Highly Compensated Participant’s actual contribution ratio. However, if the plans have different plan years, this paragraph shall be applied by treating all plans ending with or within the same calendar year as a single plan.

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(f) For purposes of Sections 4.7(a) and 4.8, a Highly Compensated Participant and Non-Highly Compensated Participant shall include any Employee eligible to have Employer matching contributions (whether or not a deferral election was made or suspended) or after-tax voluntary Employee contributions (whether or not after-tax voluntary Employee contributions are made) allocated to the Participant’s account for the Plan Year.

(g) For the purpose of this Section, when calculating the “Actual Contribution Percentage” for the Non-Highly Compensated Participant group, the current year testing method shall be used. Any change from the current year testing method to the prior year testing method shall be made pursuant to Internal Revenue Service Notice 98-1, Section VII (or superseding guidance), the provisions of which are incorporated herein by reference.

(h) Notwithstanding anything in this Section to the contrary, the provisions of this Section and Section 4.8 may be applied separately (or will be applied separately to the extent required by Regulations) to each plan within the meaning of Regulation 1.401(k)-l(g)(ll). Furthermore, the provisions of Code Section 401(k)(3)(F) may be used to exclude from consideration all Non-Highly Compensated Employees who have not satisfied the minimum age and service requirements of Code Section 410(a)(l)(A).

4.8 ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

(a) In the event (or if it is anticipated) that the “Actual Contribution Percentage” for the Highly Compensated Participant group exceeds (or might exceed) the “Actual Contribution Percentage” for the Non-Highly Compensated Participant group pursuant to Section 4.7(a), the Administrator (on or before the fifteenth day of the third month following the end of the Plan Year, but in no event later than the close of the following Plan Year) shall direct the Trustee to distribute to the Highly Compensated Participant having the largest dollar amount of contributions determined pursuant to Section 4.7(b)(l), the Vested portion of such contributions (and Income allocable to such contributions) and, if forfeitable, forfeit such non-Vested contributions attributable to Employer matching contributions (and Income allocable to such forfeitures) until the total amount of Excess Aggregate Contributions has been distributed, or until the Participant’s remaining amount equals the amount of contributions determined pursuant to Section 4.7(b)(l) of the Highly Compensated Participant having the second largest dollar amount of contributions. This process shall continue until the total amount of Excess Aggregate Contributions has been distributed. The distribution and/or forfeiture of Excess Aggregate Contributions shall be made in the following order:

(1) After-tax voluntary Employee contributions including Excess Contributions recharacterized as after-tax voluntary Employee contributions pursuant to Section 4.6(a)(2);

(2) Employer matching contributions.

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(b) Any distribution and/or forfeiture of less than the entire amount of Excess Aggregate Contributions (and Income) shall be treated as a pro rata distribution and/or forfeiture of Excess Aggregate Contributions and Income. Distribution of Excess Aggregate Contributions shall be designated by the Employer as a distribution of Excess Aggregate Contributions (and Income). Forfeitures of Excess Aggregate Contributions shall be treated in accordance with Section 4.4.

(c) Excess Aggregate Contributions attributable to amounts other than after-tax voluntary Employee contributions, including forfeited matching contributions, shall be treated as Employer contributions for purposes of Code Sections 404 and 415 even if distributed from the Plan.

Forfeited matching contributions that are reallocated to Participants’ Accounts for the Plan Year in which the forfeiture occurs shall be treated as an “annual addition” pursuant to Section 4.9(b) for the Participants to whose Accounts they are reallocated and for the Participants from whose Accounts they are forfeited.

(d) The determination of the amount of Excess Aggregate Contributions with respect to any Plan Year shall be made after first determining the Excess Contributions, if any, to be treated as after-tax voluntary Employee contributions due to recharacterization for the plan year of any other qualified cash or deferred arrangement (as defined in Code Section 401(k)) maintained by the Employer that ends with or within the Plan Year or which are treated as after-tax voluntary Employee contributions due to recharacterization pursuant to Section 4.6(a).

(e) If during a Plan Year the projected aggregate amount of Employer matching contributions, after-tax voluntary Employee contributions and Excess Contributions recharacterized as after-tax voluntary Employee contributions to be allocated to all Highly Compensated Participants under this Plan would, by virtue of the tests set forth in Section 4.7(a), cause the Plan to fail such tests, then the Administrator may automatically reduce proportionately or in the order provided in Section 4.8(a) each affected Highly Compensated Participant’s projected share of such contributions by an amount necessary to satisfy one of the tests set forth in Section 4.7(a).

(f) Notwithstanding the above, within twelve (12) months after the end of the Plan Year, the Employer may make a special Qualified Non-Elective Contribution in accordance with one of the following provisions which contribution shall be allocated to the Participant’s Account of each Non-Highly Compensated eligible to share in the allocation in accordance with such provision. The Employer shall provide the Administrator with written notification of the amount of the contribution being made and for which provision it is being made pursuant to:

(1) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.7. Such contribution shall be allocated in the same proportion that each Non-Highly Compensated Participant’s 414(s) Compensation for the year (or prior year if the prior year testing method is being used) bears to the total 414(s) Compensation of all Non-Highly Compensated Participants for such year.

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(2) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.7. Such contribution shall be allocated in the same proportion that each Non-Highly Compensated Participant electing salary reductions pursuant to Section 4.2 in the same proportion that each such Non-Highly Compensated Participant’s Deferred Compensation for the year (or at the end of the prior Plan Year if the prior year testing method is being used) bears to the total Deferred Compensation of all such Non-Highly Compensated Participants for such year.

(3) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.7. Such contribution shall be allocated in equal amounts (per capita).

(4) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants electing salary reductions pursuant to Section 4.2 in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.5(a). Such contribution shall be allocated for the year (or at the end of the prior Plan Year if the prior year testing method is used) to each Non-Highly Compensated Participant electing salary reductions pursuant to Section 4.2 in equal amounts (per capita).

(5) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.7. Such contribution shall be allocated to the Non-Highly Compensated Participant having the lowest 414(s) Compensation, until one of the tests set forth in Section 4.7 is satisfied (or is anticipated to be satisfied), or until such Non-Highly Compensated Participant has received the maximum “annual addition” pursuant to Section 4.9. This process shall continue until one of the tests set forth in Section 4.7 is satisfied (or is anticipated to be satisfied).

Notwithstanding the above, at the Employer’s discretion, Non-Highly Compensated Participants who are not employed at the end of the Plan Year (or at the end of the prior Plan Year if the prior year testing method is

34

being used) shall not be eligible to receive a special Qualified Non-Elective Contribution and shall be disregarded.

Notwithstanding the above, if the testing method changes from the current year testing method to the prior year testing method, then for purposes of preventing the double counting of Qualified Non-Elective Contributions for the first testing year for which the change is effective, any special Qualified Non-Elective Contribution on behalf of Non-Highly Compensated Participants used to satisfy the “Actual Deferral Percentage” or “Actual Contribution Percentage” test under the current year testing method for the prior year testing year shall be disregarded.

(g) Any Excess Aggregate Contributions (and Income) which are distributed on or after 2 1/2 months after the end of the Plan Year shall be subject to the ten percent (10%) Employer excise tax imposed by Code Section 4979.

4.9 MAXIMUM ANNUAL ADDITIONS

(a) Notwithstanding the foregoing, the maximum “annual additions” credited to a Participant’s accounts for any “limitation year” shall equal the lesser of: (1) $30,000 adjusted annually as provided in Code Section 415(d) pursuant to the Regulations, or (2) twenty-five percent (25%) of the Participant’s “415 Compensation” for such “limitation year.” If the Employer contribution that would otherwise be contributed or allocated to the Participant’s accounts would cause the “annual additions” for the “limitation year” to exceed the maximum “annual additions,” the amount contributed or allocated will be reduced so that the “annual additions” for the “limitation year” will equal the maximum “annual additions,” and any amount in excess of the maximum “annual additions,” which would have been allocated to such Participant may be allocated to other Participants. For any short “limitation year,” the dollar limitation in (1) above shall be reduced by a fraction, the numerator of which is the number of full months in the short “limitation year” and the denominator of which is twelve (12).

(b) For purposes of applying the limitations of Code Section 415, “annual additions” means the sum credited to a Participant’s accounts for any “limitation year” of (1) Employer contributions, (2) Employee contributions, (3) forfeitures, (4) amounts allocated, after March 31, 1984, to an individual medical account, as defined in Code Section 415(1)(2) which is part of a pension or annuity plan maintained by the Employer and (5) amounts derived from contributions paid or accrued after December 31, 1985, in taxable years ending after such date, which are attributable to post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)) under a welfare benefit plan (as defined in Code Section 419(e)) maintained by the Employer. Except, however, the “415 Compensation” percentage limitation referred to in paragraph (a)(2) above shall not apply to: (1) any contribution for medical benefits (within the meaning of Code Section 419A(f)(2)) after separation from service which is otherwise treated as an “annual addition,” or (2) any amount otherwise treated as an “annual addition” under Code Section 415(1)(1).

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(c) For purposes of applying the limitations of Code Section 415, the transfer of funds from one qualified plan to another is not an “annual addition.” In addition, the following are not Employee contributions for the purposes of Section 4.9(b)(2): (1) rollover contributions (as defined in Code Sections 402(e)(6), 403(a)(4), 403(b)(8) and 408(d)(3)); (2) repayments of loans made to a Participant from the Plan; (3) repayments of distributions received by an Employee pursuant to Code Section 411(a)(7)(B) (cash-outs); (4) repayments of distributions received by an Employee pursuant to Code Section 41l(a)(3)(D) (mandatory contributions); and (5) Employee contributions to a simplified employee pension excludable from gross income under Code Section 408(k)(6).

(d) For purposes of applying the limitations of Code Section 415, the “limitation year” shall be the Plan Year.

(e) For the purpose of this Section, all qualified defined benefit plans (whether terminated or not) ever maintained by the Employer shall be treated as one defined benefit plan, and all qualified defined contribution plans (whether terminated or not) ever maintained by the Employer shall be treated as one defined contribution plan.

(f) For the purpose of this Section, if the Employer is a member of a controlled group of corporations, trades or businesses under common control (as defined by Code Section 1563(a) or Code Section 414(b) and (c) as modified by Code Section 415(h)), is a member of an affiliated service group (as defined by Code Section 414(m)), or is a member of a group of entities required to be aggregated pursuant to Regulations under Code Section 414(o), all Employees of such Employers shall be considered to be employed by a single Employer.

(g) For the purpose of this Section, if this Plan is a Code Section 413(c) plan, each Employer who maintains this Plan will be considered to be a separate Employer.

(h)(l) If a Participant participates in more than one defined contribution plan maintained by the Employer which have different Anniversary Dates, the maximum “annual additions” under this Plan shall equal the maximum “annual additions” for the “limitation year” minus any “annual additions” previously credited to such Participant’s accounts during the “limitation year.”

(2) If a Participant participates in both a defined contribution plan subject to Code Section 412 and a defined contribution plan not subject to Code Section 412 maintained by the Employer which have the same Anniversary Date, “annual additions” will be credited to the Participant’s accounts under the defined contribution plan subject to Code Section 412 prior to crediting “annual additions” to the Participant’s accounts under the defined contribution plan not subject to Code Section 412.

(3) If a Participant participates in more than one defined contribution plan not subject to Code Section 412 maintained by the Employer which

36

have the same Anniversary Date, the maximum “annual additions” under this Plan shall equal the product of (A) the maximum “annual additions” for the “limitation year” minus any “annual additions” previously credited under subparagraphs (1) or (2) above, multiplied by (B) a fraction (i) the numerator of which is the “annual additions” which would be credited to such Participant’s accounts under this Plan without regard to the limitations of Code Section 415 and (ii) the denominator of which is such “annual additions” for all plans described in this subparagraph.

(i) Notwithstanding anything contained in this Section to the contrary, the limitations, adjustments and other requirements prescribed in this Section shall at all times comply with the provisions of Code Section 415 and the Regulations thereunder.

4.10 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

(a) If, as a result of a reasonable error in estimating a Participant’s Compensation, a reasonable error in determining the amount of elective deferrals (within the meaning of Code Section 402(g)(3)) that may be made with respect to any Participant under the limits of Section 4.9 or other facts and circumstances to which Regulation 1.415-6(b)(6) shall be applicable, the “annual additions” under this Plan would cause the maximum “annual additions” to be exceeded for any Participant, the “excess amount” will be disposed of in one of the following manners, as uniformly determined by the Administrator for all Participants similarly situated.

(1) Any after-tax voluntary Employee contributions (plus attributable gains), to the extent they would reduce the “excess amount,” will be distributed to the Participant;

(2) If, after the application of subparagraph (1) above, an “excess amount” still exists, any unmatched Deferred Compensation and, thereafter, proportionately from Deferred Compensation which is matched and matching contributions which relate to such Deferred Compensation, will be reduced to the extent they would reduce the “excess amount.” The Deferred Compensation (and any gains attributable to such Deferred Compensation) will be distributed to the Participant and the Employer matching contributions (and any gains attributable to such matching contributions) will be used to reduce the Employer contribution in the next “limitation year”;

(3) If, after the application of subparagraphs (1) and (2) above, an “excess amount” still exists, and the Participant is covered by the Plan at the end of the “limitation year,” the “excess amount” will be used to reduce the Employer contribution for such Participant in the next “limitation year,” and each succeeding “limitation year” if necessary;

(4) If, after the application of subparagraphs (1), (2) and (3) above, an “excess amount” still exists, and the Participant is not covered by the Plan

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at the end of the “limitation year,” the “excess amount” will be held unallocated in a “Section 415 suspense account.” The “Section 415 suspense account” will be applied to reduce future Employer contributions for all remaining Participants in the next “limitation year,” and each succeeding “limitation year” if necessary;

(5) If a “Section 415 suspense account” is in existence at any time during the “limitation year” pursuant to this Section, it will not participate in the allocation of investment gains and losses of the Trust Fund. If a “Section 415 suspense account” is in existence at any time during a particular “limitation year,” all amounts in the “Section 415 suspense account” must be allocated and reallocated to Participants’ accounts before any Employer contributions or any Employee contributions may be made to the Plan for that “limitation year.” Except as provided in (1) and (2) above, “excess amounts” may not be distributed to Participants or Inactive Participants.

(b) For purposes of this Article, “excess amount” for any Participant for a “limitation year” shall mean the excess, if any, of (1) the “annual additions” which would be credited to the Participant’s account under the terms of the Plan without regard to the limitations of Code Section 415 over (2) the maximum “annual additions” determined pursuant to Section 4.9.

(c) For purposes of this Section, “Section 415 suspense account” shall mean an unallocated account equal to the sum of “excess amounts” for all Participants in the Plan during the “limitation year.”

4.11 ROLLOVERS AND PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS

(a) With the consent of the Administrator, amounts may be transferred (within the meaning of Code Section 414(1)) to this Plan from other tax qualified plans under Code Section 401(a) by Eligible Employees, provided the trust from which such funds are transferred permits the transfer to be made and the transfer will not jeopardize the tax exempt status of the Plan or Trust or create adverse tax consequences for the Employer. Prior to accepting any transfers to which this Section applies, the Administrator may require an opinion of counsel that the amounts to be transferred meet the requirements of this Section. The amounts transferred shall be set up in a separate account herein referred to as a Participant’s Transfer/Rollover Account. Such account shall be fully Vested at all times and shall not be subject to Forfeiture for any reason.

Except as permitted by Regulations (including Regulation 1.411(d)-4), amounts attributable to elective contributions (as defined in Regulation 1.401(k)-1(g)(3)), including amounts treated as elective contributions, which are transferred from another qualified plan in a plan-to-plan transfer (other than a direct rollover) shall be subject to the distribution limitations provided for in Regulation 1.401(k)-1(d).

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(b) With the consent of the Administrator, the Plan may accept a “rollover” by Eligible Employees, provided the “rollover” will not jeopardize the tax exempt status of the Plan or create adverse tax consequences for the Employer. Prior to accepting any “rollovers” to which this Section applies, the Administrator may require the Employee to establish (by providing opinion of counsel or otherwise) that the amounts to be rolled over to this Plan meet the requirements of this Section. The amounts rolled over shall be set up in a separate account herein referred to as a “Participant’s Transfer/Rollover Account.” Such account shall be fully Vested at all times and shall not be subject to Forfeiture for any reason.

For purposes of this Section, the term “qualified plan” shall mean any tax qualified plan under Code Section 401(a), or, any other plans from which distributions are eligible to be rolled over into this Plan pursuant to the Code. The term “rollover” means: (i) amounts transferred to this Plan directly from another qualified plan; (ii) distributions received by an Employee from other “qualified plans” which are eligible for tax-free rollover to a “qualified plan” and which are transferred by the Employee to this Plan within sixty (60) days following receipt thereof; (iii) amounts transferred to this Plan from a conduit individual retirement account provided that the conduit individual retirement account has no assets other than assets which (A) were previously distributed to the Employee by another “qualified plan,” (B) were eligible for tax-free rollover to a “qualified plan” and (C) were deposited in such conduit individual retirement account within sixty (60) days of receipt thereof; (iv) amounts distributed to the Employee from a conduit individual retirement account meeting the requirements of clause (iii) above, and transferred by the Employee to this Plan within sixty (60) days of receipt thereof from such conduit individual retirement account; and (v) any other amounts which are eligible to be rolled over to this Plan pursuant to the Code.

(c) Amounts in a Participant’s Transfer/Rollover Account shall be held by the Trustee pursuant to the provisions of this Plan and may not be withdrawn by, or distributed to the Participant, in whole or in part, except as provided in paragraph (d) of this Section. The Trustee shall have no duty or responsibility to inquire as to the propriety of the amount, value or type of assets transferred, nor to conduct any due diligence with respect to such assets; provided, however, that such assets are otherwise eligible to be held by the Trustee under the terms of this Plan.

(d) The Administrator, at the election of the Participant, shall direct the Trustee to distribute all or a portion of the amount credited to the Participant’s Transfer/Rollover Account. Any distributions of amounts held in a Participant’s Transfer/Rollover Account shall be made in a manner which is consistent with and satisfies the provisions of Section 6.5, including, but not limited to, all notice and consent requirements of Code Section 411(a)(11) and the Regulations thereunder. Furthermore, such amounts shall be considered as part of a Participant’s benefit in determining whether an involuntary cash-out of benefits may be made without Participant consent.

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(e) The Administrator may direct that Employee transfers and rollovers made after a Valuation Date be segregated into a separate account for each Participant until such time as the allocations pursuant to this Plan have been made, at which time they may remain segregated or be invested as part of the general Trust Fund or be directed by the Participant pursuant to Section 4.13.

(f) This Plan shall not accept any direct or indirect transfers (as that term is defined and interpreted under Code Section 401(a)(11) and the Regulations thereunder) from a defined benefit plan, money purchase plan (including a target benefit plan), stock bonus or profit sharing plan which would otherwise have provided for a life annuity form of payment to the Participant.

(g) Notwithstanding anything herein to the contrary, a transfer directly to this Plan from another qualified plan (or a transaction having the effect of such a transfer) shall only be permitted if it will not result in the elimination or reduction of any “Section 411(d)(6) protected benefit” as described in Section 7.1.

4.12 VOLUNTARY CONTRIBUTIONS

(a) In order to allow Participants the opportunity to increase their retirement income, each Participant may, in accordance with nondiscriminatory procedures established by the Administrator, elect to make after-tax voluntary Employee contributions to the Plan. Such contributions must generally be paid to the Trustee within a reasonable period of time after being received by the Employer. The sum of a Participant’s Salary Reduction Contributions and Voluntary Contributions for each payroll period may not exceed 85% of his Compensation paid for such payroll period. The balance in each Participant’s Voluntary Contribution Account shall be fully Vested at all times and shall not be subject to Forfeiture for any reason.

(b) A Participant may elect at any time to withdraw after-tax voluntary Employee contributions from such Participant’s Voluntary Contribution Account and the actual earnings thereon in a manner which is consistent with and satisfies the provisions of Section 6.5, including, but not limited to, all notice and consent requirements of Code Section 411(a)(11) and the Regulations thereunder. If the Administrator maintains sub-accounts with respect to after-tax voluntary Employee contributions (and earnings thereon) which were made on or before a specified date, a Participant shall be permitted to designate which sub-account shall be the source for withdrawal. Forfeitures of Employer contributions shall not occur solely as a result of an Employee’s withdrawal of after-tax voluntary Employee contributions.

4.13 DIRECTED INVESTMENT ACCOUNT

(a) Participants may, subject to a procedure established by the Administrator (the Participant Direction Procedures) and applied in a uniform nondiscriminatory manner, direct the Trustee, in writing (or in such other form

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which is acceptable to the Trustee), to invest all of their accounts in specific assets, specific funds or other investments permitted under the Plan and the Participant Direction Procedures. That portion of the interest of any Participant so directing will thereupon be considered a Participant’s Directed Account.

(b) As of each Valuation Date, all Participant Directed Accounts shall be charged or credited with the net earnings, gains, losses and expenses as well as any appreciation or depreciation in the market value using publicly listed fair market values when available or appropriate as follows:

(1) to the extent that the assets in a Participant’s Directed Account are accounted for as pooled assets or investments, the allocation of earnings, gains and losses of each Participant’s Directed Account shall be based upon the total amount of funds so invested in a manner proportionate to the Participant’s share of such pooled investment; and

(2) to the extent that the assets in the Participant’s Directed Account are accounted for as segregated assets, the allocation of earnings, gains and losses from such assets shall be made on a separate and distinct basis.

(c) Investment directions will be processed as soon as administratively practicable after proper investment directions are received from the Participant. No guarantee is made by the Plan, Employer, Administrator or Trustee that investment directions will be processed on a daily basis, and no guarantee is made in any respect regarding the processing time of an investment direction. Notwithstanding any other provision of the Plan, the Company, Administrator or Trustee reserves the right to not value an investment option on any given Valuation Date for any reason deemed appropriate by the Company, Administrator or Trustee. Furthermore, the processing of any investment transaction may be delayed for any legitimate business reason (including, but not limited to, failure of systems or computer programs, failure of the means of the transmission of data, force majeure, the failure of a service provider to timely receive values or prices, and correction for errors or omissions or the errors or omissions of any service provider). The processing date of a transaction will be binding for all purposes of the Plan and considered the applicable Valuation Date for an investment transaction.

(d) The Participant Direction Procedures shall provide an explanation of the circumstances under which Participants and their Beneficiaries may give investment instructions, including, but need not be limited to, the following:

(1) the conveyance of instructions by the Participants and their Beneficiaries to invest Participant Directed Accounts in Directed Investment Options;

(2) the name, address and phone number of the Fiduciary (and, if applicable, the person or persons designated by the Fiduciary to act on its behalf) responsible for providing information to the Participant or a Beneficiary upon request relating to the Directed Investment Options;

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(3) applicable restrictions on transfers to and from any Designated Investment Alternative;

(4) any restrictions on the exercise of voting, tender and similar rights related to a Directed Investment Option by the Participants or their Beneficiaries;

(5) a description of any transaction fees and expenses which affect the balances in Participant Directed Accounts in connection with the purchase or sale of Directed Investment Options; and

(6) general procedures for the dissemination of investment and other information relating to the Designated Investment Alternatives as deemed necessary or appropriate, including but not limited to a description of the following:

(i) the investment vehicles available under the Plan, including specific information regarding any Designated Investment Alternative;

(ii) any designated Investment Managers; and

(iii) a description of the additional information which may be obtained upon request from the Fiduciary designated to provide such information.

(e) With respect to any Employer stock which is allocated to a Participant’s Directed Investment Account, the Participant or Beneficiary shall direct the Trustee with regard to any voting, tender and similar rights associated with the ownership of Employer stock, (hereinafter referred to as the “Stock Rights”) as follows:

(1) each Participant or Beneficiary shall direct the Trustee to vote or otherwise exercise such Stock Rights in accordance with the provisions, conditions and terms of any such Stock Rights;

(2) to the extent to which Participants and Beneficiaries do not instruct the Trustee to vote, the Trustee shall vote such non-instructed shares in the same proportion as the shares for which the Trustee is instructed are voted.

(3) to the extent to which a Participant or Beneficiary does not instruct the Trustee to tender shares, such Participants or Beneficiaries shall be deemed to have directed the Trustee that such shares shall not be tendered.

(f) Any information regarding investments available under the Plan, to the extent not required to be described in the Participant Direction Procedures, may be provided to the Participant in one or more written documents (or in any other form including, but not limited to, electronic media) which are separate

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from the Participant Direction Procedures and are not thereby incorporated by reference into this Plan.

(g) The Administrator may, in its discretion, include in or exclude by amendment or other action from the Participant Direction Procedures such instructions, guidelines or policies as it deems necessary or appropriate to ensure proper administration of the Plan, and may interpret the same accordingly.

4.14 QUALIFIED MILITARY SERVICE

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

ARTICLE V

VALUATIONS

5.1 VALUATION OF THE TRUST FUND

The Administrator shall direct the Trustee, as of each Valuation Date, to determine the net worth of the assets comprising the Trust Fund as it exists on the Valuation Date. In determining such net worth, the Trustee shall value the assets comprising the Trust Fund at their fair market value (or their contractual value in the case of a Contract or Policy) as of the Valuation Date and shall deduct all expenses for which the Trustee has not yet obtained reimbursement from the Employer or the Trust Fund. The Trustee may update the value of any shares held in the Participant Directed Account by reference to the number of shares held by that Participant, priced at the market value as of the Valuation Date.

5.2 METHOD OF VALUATION

In determining the fair market value of securities held in the Trust Fund which are listed on a registered stock exchange, the Administrator shall direct the Trustee to value the same at the prices they were last traded on such exchange preceding the close of business on the Valuation Date. If such securities were not traded on the Valuation Date, or if the exchange on which they are traded was not open for business on the Valuation Date, then the securities shall be valued at the prices at which they were last traded prior to the Valuation Date. Any unlisted security held in the Trust Fund shall be valued at its bid price next preceding the close of business on the Valuation Date, which bid price shall be obtained from a registered broker or an investment banker. In determining the fair market value of assets other than securities for which trading or bid prices can be obtained, the Trustee may appraise such assets itself, or in its discretion, employ one or more appraisers for that purpose and rely on the values established by such appraiser or appraisers.

ARTICLE VI

DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1 DETERMINATION OF BENEFITS UPON RETIREMENT

Every Participant may terminate employment with the Employer and retire for the purposes hereof on the Participant’s Normal Retirement Date or Early Retirement Date.

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However, a Participant may postpone the voluntary termination of employment with the Employer to a later date, in which event the participation of such Participant in the Plan, including the right to receive allocations pursuant to Section 4.4, shall continue until such Participant’s Late Retirement Date. Upon a Participant’s Retirement Date or attainment of Normal Retirement Date without termination of employment with the Employer, or as soon thereafter as is practicable, the Trustee shall distribute, at the election of the Participant, all amounts credited to such Participant’s Combined Account in accordance with Section 6.5.

6.2 DETERMINATION OF BENEFITS UPON DEATH

(a) Upon the death of a Participant before the Participant’s Retirement Date or other termination of employment, all amounts credited to such Participant’s Combined Account shall become fully Vested. The Administrator shall direct the Trustee, in accordance with the provisions of Sections 6.6 and 6.7, to distribute the value of the deceased Participant’s accounts to the Participant’s Beneficiary.

(b) Upon the death of an Inactive Participant, the Administrator shall direct the Trustee, in accordance with the provisions of Sections 6.6 and 6.7, to distribute any remaining Vested amounts credited to the accounts of a deceased Inactive Participant to such Inactive Participant’s Beneficiary.

(c) Any security interest held by the Plan by reason of an outstanding loan to the Participant or Inactive Participant shall be taken into account in determining the amount of the death benefit.

(d) The Administrator may require such proper proof of death and such evidence of the right of any person to receive payment of the value of the account of a deceased Participant or Inactive Participant as the Administrator may deem desirable. The Administrator’s determination of death and of the right of any person to receive payment shall be conclusive.

(e) The Beneficiary of the death benefit payable pursuant to this Section shall be the Participant’s spouse. Except, however, the Participant may designate a Beneficiary other than the spouse if:

(1) the spouse has waived the right to be the Participant’s Beneficiary, or

(2) the Participant is legally separated or has been abandoned (within the meaning of local law) and the Participant has a court order to such effect (and there is no “qualified domestic relations order” as defined in Code Section 414(p) which provides otherwise), or

(3) the Participant has no spouse, or

(4) the spouse cannot be located.

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In such event, the designation of a Beneficiary shall be made on a form satisfactory to the Administrator. A Participant may at any time revoke a designation of a Beneficiary or change a Beneficiary by filing written (or in such other form as permitted by the Internal Revenue Service) notice of such revocation or change with the Administrator. However, the Participant’s spouse must again consent in writing (or in such other form as permitted by the Internal Revenue Service) to any change in Beneficiary unless the original consent acknowledged that the spouse had the right to limit consent only to a specific Beneficiary and that the spouse voluntarily elected to relinquish such right.

(f) In the event no valid designation of Beneficiary exists, or if the Beneficiary is not alive at the time of the Participant’s death, the death benefit will be paid to the Participant’s estate. If the Beneficiary does not predecease the Participant, but dies prior to distribution of the death benefit, the death benefit will be paid to the Beneficiary’s estate.

(g) Any consent by the Participant’s spouse to waive any rights to the death benefit must be in writing (or in such other form as permitted by the Internal Revenue Service), must acknowledge the effect of such waiver, and be witnessed by a Plan representative or a notary public. Further, the spouse’s consent must be irrevocable and must acknowledge the specific nonspouse Beneficiary.

6.3 DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

In the event of a Participant’s Total and Permanent Disability prior to the Participant’s Retirement Date or other termination of employment, all amounts credited to such Participant’s Combined Account shall become fully Vested. In the event of a Participant’s Total and Permanent Disability, the Administrator, in accordance with the provisions of Sections 6.5 and 6.7, shall direct the distribution to such Participant of all Vested amounts credited to such Participant’s Combined Account.

6.4 DETERMINATION OF BENEFITS UPON TERMINATION

(a) If a Participant’s employment with the Employer is terminated for any reason other than death, Total and Permanent Disability or retirement, then such Participant shall be entitled to such benefits as are provided hereinafter pursuant to this Section 6.4.

Distribution of the funds due to a Terminated Participant shall be made on the occurrence of an event which would result in the distribution had the Terminated Participant remained in the employ of the Employer (upon the Participant’s death, Total and Permanent Disability, Early or Normal Retirement). However, at the election of the Participant, the Administrator shall direct the Trustee that the entire Vested portion of the Terminated Participant’s Combined Account be payable to such Terminated Participant. Any distribution under this paragraph shall be made in a manner which is consistent with and satisfies the

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provisions of Section 6.5, including, but not limited to, all notice and consent requirements of Code Section 411(a)(11) and the Regulations thereunder.

If the value of a Terminated Participant’s Vested benefit derived from Employer and Employee contributions does not exceed $5,000, then the Administrator shall direct the Trustee to cause the entire Vested benefit to be paid to such Participant in a single lump sum.

(b) A Participant shall become fully Vested immediately upon entry into the Plan. However, for any Participant who terminated prior to January 1, 2004, who does not again become a Participant under this Plan on or after January 1, 2004, the vesting schedules in Appendix B will apply.

(c) The computation of a Participant’s nonforfeitable percentage of such Participant’s interest in the Plan shall not be reduced as the result of any direct or indirect amendment to this Plan. In the event that the Plan is amended to change or modify any vesting schedule, or if the Plan is amended in any way that directly or indirectly affects the computation of the Participant’s nonforfeitable percentage, or if the Plan is deemed amended by an automatic change to a top heavy vesting schedule, then each Participant with at least three (3) whole year Periods of Service as of the expiration date of the election period may elect to have such Participant’s nonforfeitable percentage computed under the Plan without regard to such amendment or change. If a Participant fails to make such election, then such Participant shall be subject to the new vesting schedule. The Participant’s election period shall commence on the adoption date of the amendment and shall end sixty (60) days after the latest of:

(1) the adoption date of the amendment,

(2) the effective date of the amendment, or

(3) the date the Participant receives written notice of the amendment from the Employer or Administrator.

(d) If any Participant that was terminated prior to January 1, 2004 is rehired after January 1, 2004, the Participant’s account balances remaining in the Plan, at the time of rehire, will become 100% vested and any new contributions made to the plan, after being rehired, will also be 100% vested.

6.5 DISTRIBUTION OF BENEFITS

(a) The Administrator, pursuant to the election of the Participant, shall direct the Trustee to distribute to a Participant or such Participant’s Beneficiary any amount to which the Participant is entitled under the Plan in one or more of the following methods:

(1) One lump-sum payment in cash and/or employer stock (for stock in the employer stock fund) allocated to the Participant’s account.

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(2) Payments over a period certain in monthly cash installments. In order to provide such installment payments, the Administrator may (A) segregate the aggregate amount thereof in a separate, federally insured savings account, certificate of deposit in a bank or savings and loan association, money market certificate or other liquid short-term security or (B) purchase a nontransferable annuity contract for a term certain (with no life contingencies) providing for such payment. The period over which such payment is to be made shall not extend beyond the Participant’s life expectancy (or the life expectancy of the Participant and the Participant’s designated Beneficiary).

(3) Payment of a partial amount of the Participant’s Accounts in accord with the Participant’s written instructions filed with the Plan Administrator in accord with such terms and procedures established by the Plan Administrator.

(b) Any distribution to a Participant who has a benefit which exceeds $5,000, shall require such Participant’s written (or in such other form as permitted by the Internal Revenue Service) consent if such distribution commences prior to the time the benefit is “immediately distributable.” A benefit is “immediately distributable” if any part of the benefit could be distributed to the Participant (or surviving spouse) before the Participant attains (or would have attained if not deceased) the later of the Participant’s Normal Retirement Age or age 62.

(c) The following rules will apply to the consent requirements set forth in subsection (b):

(1) The Participant must be informed of the right to defer receipt of the distribution. If a Participant fails to consent, it shall be deemed an election to defer the commencement of payment of any benefit. However, any election to defer the receipt of benefits shall not apply with respect to distributions which are required under Section 6.5(d).

(2) Notice of the rights specified under this paragraph shall be provided no less than thirty (30) days and no more than ninety (90) days before the date the distribution commences.

(3) Written (or such other form as permitted by the Internal Revenue Service) consent of the Participant to the distribution must not be made before the Participant receives the notice and must not be made more than ninety (90) days before the date the distribution commences.

(4) No consent shall be valid if a significant detriment is imposed under the Plan on any Participant who does not consent to the distribution.

Any such distribution may commence less than thirty (30) days after the notice required under Regulation 1.411(a)-11(c) is given, provided that: (1) the Administrator clearly informs the Participant that the Participant has a right to a period of at least thirty (30) days after receiving the notice to consider

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the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and (2) the Participant, after receiving the notice, affirmatively elects a distribution.

(d) Notwithstanding any provision in the Plan to the contrary, the distribution of a Participant’s benefits shall be made in accordance with the following requirements and shall otherwise comply with Code Section 401(a)(9) and the Regulations thereunder (including Regulation 1.401(a)(9)-2), the provisions of which are incorporated herein by reference:

(1) A Participant’s benefits shall be distributed or must begin to be distributed not later than April 1st of the calendar year following the later of (i) the calendar year in which the Participant attains age 70 1/2 or (ii) the calendar year in which the Participant retires, provided, however, that this clause (ii) shall not apply in the case of a Participant who is a “five (5) percent owner” at any time during the Plan Year ending with or within the calendar year in which such owner attains age 70 1/2. Such distributions shall be equal to or greater than any required distribution.

Alternatively, distributions to a Participant must begin no later than the applicable April 1st as determined under the preceding paragraph and must be made over a period certain measured by the life expectancy of the Participant (or the life expectancies of the Participant and the Participant’s designated Beneficiary) in accordance with Regulations.

(2) Distributions to a Participant and the Participant’s Beneficiaries shall only be made in accordance with the incidental death benefit requirements of Code Section 401(a)(9)(G) and the Regulations thereunder.

With respect to distributions under the Plan made on or after January 1, 2002 for calendar years beginning on or after January 1, 2002, the Plan will apply the minimum distribution requirements of Code Section 401(a)(9) in accordance with the regulations under Code Section 401(a)(9) that were proposed on January 17, 2001 (the 2001 proposed Regulations), notwithstanding any provision of the Plan to the contrary. If the total amount of required minimum distributions made to a Participant for 2001 prior to January 1, 2002 are equal to or greater than the amount of required minimum distributions determined under the proposed 2001 Regulations, then no additional distributions are required for such Participant for 2001 on or after such date. If the total amount of required minimum distributions made to a Participant for 2001 prior to January 1, 2002 are less than the amount determined under the 2001 proposed Regulations, then the amount of required minimum distributions for 2001 on or after such date will be determined so that the total amount of required minimum distributions for 2001 is the amount determined under the 2001 proposed Regulations. This provision shall continue in effect until the last calendar year beginning before the effective date of the final regulations under Code Section 401(a)(9) or such other date as may be published by the Internal Revenue Service.

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(e) For purposes of this Section, the life expectancy of a Participant and a Participant’s spouse may, at the election of the Participant or the Participant’s spouse, be redetermined in accordance with Regulations. The election, once made, shall be irrevocable. If no election is made by the time distributions must commence, then the life expectancy of the Participant and the Participant’s spouse shall not be subject to recalculation. Life expectancy and joint and last survivor expectancy shall be computed using the return multiples in Tables V and VI of Regulation 1.72-9.

(f) All annuity Contracts under this Plan shall be non-transferable when distributed. Furthermore, the terms of any annuity Contract purchased and distributed to a Participant or spouse shall comply with all of the requirements of the Plan.

6.6 DISTRIBUTION OF BENEFITS UPON DEATH

(a)(l) The death benefit payable pursuant to Section 6.2 shall be paid to the Participant’s Beneficiary within a reasonable time after the Participant’s death by either of the following methods, as elected by the Participant (or if no election has been made prior to the Participant’s death, by the Participant’s Beneficiary) subject, however, to the rules specified in Section 6.6(b):

(i) One lump-sum payment in cash or employer stock (for stock in the employer stock fund) allocated to the Participant’s account.

(ii) Payment in monthly cash installments over a period to be determined by the Participant or the Participant’s Beneficiary. After periodic installments commence, the Beneficiary shall have the right to direct the Trustee to reduce the period over which such periodic installments shall be made, and the Trustee shall adjust the cash amount of such periodic installments accordingly.

(iii) Payment of a partial amount of the Participant’s Accounts in accord with the Participant’s written instructions filed with the Plan Administrator in accord with such terms and procedures established by the Plan Administrator.

(2) In the event the death benefit payable pursuant to Section 6.2 is payable in installments, then, upon the death of the Participant, the Administrator may direct the Trustee to segregate the death benefit into a separate account, and the Trustee shall invest such segregated account separately, and the funds accumulated in such account shall be used for the payment of the installments.

(b) Notwithstanding any provision in the Plan to the contrary, distributions upon the death of a Participant shall be made in accordance with the following requirements and shall otherwise comply with Code Section 40l(a)(9) and the Regulations thereunder. If it is determined, pursuant to Regulations, that the distribution of a Participant’s interest has begun and the Participant dies before the entire interest has been distributed, the remaining portion of such interest shall

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be distributed at least as rapidly as under the method of distribution selected pursuant to Section 6.5 as of the date of death. If a Participant dies before receiving any distributions of the interest in the Plan or before distributions are deemed to have begun pursuant to Regulations, then the death benefit shall be distributed to the Participant’s Beneficiaries by December 31st of the calendar year in which the fifth anniversary of the Participant’s date of death occurs.

(c) For purposes of this Section, the life expectancy of a Participant and a Participant’s spouse may, at the election of the Participant or the Participant’s spouse, be redetermined in accordance with Regulations. The election, once made, shall be irrevocable. If no election is made by the time distributions must commence, then the life expectancy of the Participant and the Participant’s spouse shall not be subject to recalculation. Life expectancy and joint and last survivor expectancy shall be computed using the return multiples in Tables V and VI of Regulation 1.72-9.

(d) For purposes of this Section, any amount paid to a child of the Participant will be treated as if it had been paid to the surviving spouse if the amount becomes payable to the surviving spouse when the child reaches the age of majority.

6.7 TIME OF DISTRIBUTION

Except as limited by Sections 6.5 and 6.6, whenever the Trustee is to make a distribution or to commence a series of payments the distribution or series of payments may be made or begun on such date or as soon thereafter as is practicable. However, unless a Terminated Participant elects in writing to defer the receipt of benefits (such election may not result in a death benefit that is more than incidental), the payment of benefits shall begin not later than the sixtieth (60th) day after the close of the Plan Year in which the latest of the following events occurs: (a) the date on which the Participant attains the earlier of age 65 or the Normal Retirement Age specified herein; (b) the tenth (10th) anniversary of the year in which the Participant commenced participation in the Plan; or (c) the date the Participant terminates service with the Employer.

Notwithstanding the foregoing, the failure of a Participant to consent to a distribution that is “immediately distributable” (within the meaning of Section 6.5), shall be deemed to be an election to defer the commencement of payment of any benefit sufficient to satisfy this Section.

6.8 DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY

In the event a distribution is to be made to a minor or incompetent Beneficiary, then the Administrator may direct that such distribution be paid to the legal guardian, or if none in the case of a minor Beneficiary, to a parent of such Beneficiary or a responsible adult with whom the Beneficiary maintains residence, or to the custodian for such Beneficiary under the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted by the laws of the state in which said Beneficiary resides. Such a payment to the legal guardian, custodian or parent of a minor Beneficiary shall fully discharge the Trustee, Employer, and Plan from further liability on account thereof.

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6.9 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

In the event that all, or any portion, of the distribution payable to a Participant or Beneficiary hereunder shall, at the later of the Participant’s attainment of age 62 or Normal Retirement Age, remain unpaid solely by reason of the inability of the Administrator, after sending a registered letter, return receipt requested, to the last known address, and after further diligent effort, to ascertain the whereabouts of such Participant or Beneficiary, the amount so distributable shall be treated as a Forfeiture pursuant to the Plan. Notwithstanding the foregoing, if the value of a Participant’s Vested benefit derived from Employer and Employee contributions does not exceed $5,000, then the amount distributable may, in the sole discretion of the Administrator, either be treated as a Forfeiture, or be paid directly to an individual retirement account described in Code Section 408(a) or an individual retirement annuity described in Code Section 408(b) at the time it is determined that the whereabouts of the Participant or the Participant’s Beneficiary cannot be ascertained. In the event a Participant or Beneficiary is located subsequent to the Forfeiture, such benefit shall be restored, first from Forfeitures, if any, and then from an additional Employer contribution if necessary. However, regardless of the preceding, a benefit which is lost by reason of escheat under applicable state law is not treated as a Forfeiture for purposes of this Section nor as an impermissable forfeiture under the Code.

6.10 PRE-RETIREMENT DISTRIBUTION

Unless otherwise provided, at such time as a Participant shall have attained the age of 59-1/2 years, the Administrator, at the election of the Participant who has not severed employment with the Employer, shall direct the Trustee to distribute all or a portion of the amount then credited to the accounts maintained on behalf of the Participant. In the event that the Administrator makes such a distribution, the Participant shall continue to be eligible to participate in the Plan pursuant to the terms of the Plan. Any distribution made pursuant to this Section shall be made in a manner consistent with Section 6.5, including, but not limited to, all notice and consent requirements of Code Section 411(a)(ll) and the Regulations thereunder.

Notwithstanding the above, pre-retirement distributions from a Participant’s Elective Account shall not be permitted prior to the Participant attaining age 59 1/2 except as otherwise permitted under the terms of the Plan.

6.11 ADVANCE DISTRIBUTION FOR HARDSHIP

(a) The Administrator, at the election of the Participant, shall direct the Trustee to distribute to any Participant in any one Plan Year up to the lesser of 100% of the Participant’s Elective Account and Participant’s Account valued as of the last Valuation Date or the amount necessary to satisfy the immediate and heavy financial need of the Participant. The minimum amount is $500. Any distribution made pursuant to this Section shall be deemed to be made as of the first day of the Plan Year or, if later, the Valuation Date immediately preceding the date of distribution, and the Participant’s Elective Account and Participant’s Account shall be reduced accordingly. Withdrawal under this Section is deemed to be on account of an immediate and heavy financial need of the Participant only if the withdrawal is for:

(1) Medical expenses described in Code Section 213(d) incurred by the Participant, the Participant’s spouse, or any of the Participant’s dependents (as defined in Code Section 152) or necessary for these persons to obtain medical care as described in Code Section 213(d);

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(2) The 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 the next twelve (12) months of post-secondary education for the Participant and the Participant’s spouse, children, or dependents; or

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

(b) No distribution shall be made pursuant to this Section unless the Administrator, based upon the Participant’s representation and such other facts as are known to the Administrator, determines that all of the following conditions are satisfied:

(1) The distribution is not in excess of the amount of the immediate and heavy financial need of the Participant. The amount of the immediate and heavy financial need may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution;

(2) The Participant has obtained all distributions, other than hardship distributions, and all nontaxable (at the time of the loan) loans currently available under all plans maintained by the Employer;

(3) The Plan, and all other plans maintained by the Employer, provide that the Participant’s elective deferrals and after-tax voluntary Employee contributions will be suspended for at least twelve (12) months after receipt of the hardship distribution or, the Participant, pursuant to a legally enforceable agreement, will suspend elective deferrals and after-tax voluntary Employee contributions to the Plan and all other plans maintained by the Employer for at least twelve (12) months after receipt of the hardship distribution; and

(4) The Plan, and all other plans maintained by the Employer, provide that the Participant may not make elective deferrals for the Participant’s taxable year immediately following the taxable year of the hardship distribution in excess of the applicable limit under Code Section 402(g) for such next taxable year less the amount of such Participant’s elective deferrals for the taxable year of the hardship distribution.

(c) Notwithstanding the above, distributions from the Participant’s Elective Account pursuant to this Section shall be limited solely to the

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Participant’s total Deferred Compensation as of the date of distribution, reduced by the amount of any previous distributions pursuant to this Section and Section 6.10.

(d) Any distribution made pursuant to this Section shall be made in a manner which is consistent with and satisfies the provisions of Section 6.5, including, but not limited to, all notice and consent requirements of Code Section 411(a)(ll) and the Regulations thereunder.

6.12 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

All rights and benefits, including elections, provided to a Participant in this Plan shall be subject to the rights afforded to any “alternate payee” under a “qualified domestic relations order.” Furthermore, a distribution to an “alternate payee” shall be permitted at any time to withdraw the amounts, even if the affected Participant has not separated from service and has not reached the “earliest retirement age” under the Plan. For the purposes of this Section, “alternate payee,” “qualified domestic relations order” and “earliest retirement age” shall have the meaning set forth under Code Section 414(p).

6.13 DIRECT ROLLOVER

(a) Notwithstanding any provision of the Plan to the contrary that would otherwise limit a “distributee’s” election under this Section, a “distributee” may elect, at the time and in the manner prescribed by the Administrator, to have any portion of an “eligible rollover distribution” that is equal to at least $500 paid directly to an “eligible retirement plan” specified by the “distributee” in a “direct rollover.”

(b) For purposes of this Section the following definitions shall apply:

(1) 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 distribution to the extent such distribution is required under Code Section 401(a)(9); the portion of any other distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); any hardship distribution described in Code Section 401(k)(2)(B)(i)(IV); and any other distribution that is reasonably expected to total less than $200 during a year.

(2) 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), an annuity plan described in Code Section 403(a), or a qualified trust described in Code Section 401(a), that

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accepts the “distributee’s” “eligible rollover distribution.” However, in the case of an “eligible rollover distribution” to the surviving spouse, an “eligible retirement plan” is an individual retirement account or individual retirement annuity.

(3) A “distributee” includes a Participant or Inactive Participant. In addition, the Participant’s or Inactive Participant’s surviving spouse and the Participant’s or Inactive Participant’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), are “distributees” with regard to the interest of the spouse or former spouse.

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

ARTICLE VII

AMENDMENT, TERMINATION, MERGERS AND LOANS

7.1 AMENDMENT

(a) The Company shall have the right at any time to amend this Plan, subject to the limitations of this Section. Any such amendment shall become effective as provided therein upon its execution.

(b) Except as provided in Subsection 9.6, no amendment to the Plan shall be effective if it authorizes or permits any part of the Trust Fund (other than such part as is required to pay taxes and administration expenses) to be used for or diverted to any purpose other than for the exclusive benefit of the Participants or their Beneficiaries or estates; or causes any reduction in the amount credited to the account of any Participant; or causes or permits any portion of the Trust Fund to revert to or become property of the Employer.

(c) Except as permitted by Regulations (including Regulation 1.411(d)-4) or other IRS guidance, no Plan amendment or transaction having the effect of a Plan amendment (such as a merger, plan transfer or similar transaction) shall be effective if it eliminates or reduces any “Section 411(d)(6) protected benefit” or adds or modifies conditions relating to “Section 411(d)(6) protected benefits” which results in a further restriction on such benefits unless such “Section 411(d)(6) protected benefits” are preserved with respect to benefits accrued as of the later of the adoption date or effective date of the amendment. “Section 411(d)(6) protected benefits” are benefits described in Code Section 411(d)(6)(A), early retirement benefits and retirement-type subsidies, and optional forms of benefit. A Plan amendment that eliminates or restricts the ability of a Participant to receive payment of the Participant’s interest in the Plan under a particular optional form of benefit will be permissible if the amendment satisfies the conditions in (1) and (2) below:

(1) The amendment provides a single-sum distribution form that is otherwise identical to the optional form of benefit eliminated or restricted.

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For purposes of this condition (1), a single-sum distribution form is otherwise identical only if it is identical in all respects to the eliminated or restricted optional form of benefit (or would be identical except that it provides greater rights to the Participant) except with respect to the timing of payments after commencement.

(2) The amendment is not effective unless the amendment provides that the amendment shall not apply to any distribution with an annuity starting date earlier than the earlier of: (i) the ninetieth (90th) day after the date the Participant receiving the distribution has been furnished a summary that reflects the amendment and that satisfies the Act requirements at 29 CFR 2520.104b-3 (relating to a summary of material modifications) or (ii) the first day of the second Plan Year following the Plan Year in which the amendment is adopted.

7.2 TERMINATION

(a) The Company shall have the right at any time to terminate the Plan by delivering to the Trustee and Administrator written notice of such termination. Upon any full or partial termination, all amounts credited to the affected Participants’ Combined Accounts shall become 100% Vested as provided in Section 6.4 and shall not thereafter be subject to forfeiture, and all unallocated amounts, including Forfeitures, shall be allocated to the accounts of all Participants in accordance with the provisions hereof.

(b) Upon the full termination of the Plan, the Company shall direct the distribution of the assets of the Trust Fund to Participants in a manner which is consistent with and satisfies the provisions of Section 6.5. Distributions to a Participant shall be made in cash or in property allocated to the Participant’s account or through the purchase of irrevocable nontransferable deferred commitments from an insurer. Except as permitted by Regulations, the termination of the Plan shall not result in the reduction of “Section 41l(d)(6) protected benefits” in accordance with Section 7.1(c).

7.3 MERGER, CONSOLIDATION OR TRANSFER OF ASSETS

This Plan may be merged or consolidated with, or its assets and/or liabilities may be transferred to any other plan and trust only if the benefits which would be received by a Participant of this Plan, in the event of a termination of the Plan immediately after such transfer, merger or consolidation, are at least equal to the benefits the Participant would have received if the Plan had terminated immediately before the transfer, merger or consolidation, and such transfer, merger or consolidation does not otherwise result in the elimination or reduction of any “Section 411(d)(6) protected benefits” in accordance with Section 7.1(c).

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7.4 LOANS TO PARTICIPANTS

Except as provided in Appendix B:

(a) The Trustee may, in the Trustee’s discretion, make loans to Participants, who are Employees of an Employer under the following circumstances: (1) loans shall be made available to all Employees of an Employer on a reasonably equivalent basis; (2) loans shall be made available to Highly Compensated Employees on the same basis as made available to other Participants; (3) loans shall bear a reasonable rate of interest; (4) loans shall be adequately secured; and (5) loans shall provide for periodic repayment in the time specified in 7.4(c).

(b) Loans made pursuant to this Section (when added to the outstanding balance of all other loans made by the Plan to the Participant) may, in accordance with a uniform and nondiscriminatory policy established by the Administrator, be limited to the lesser of:

(1) $50,000 reduced by the excess (if any) of the highest outstanding balance of loans from the Plan to the Participant during the one year period ending on the day before the date on which such loan is made, over the outstanding balance of loans from the Plan to the Participant on the date on which such loan was made, or

(2) one-half (1/2) of the vested account balance.

(c) Loans shall provide for level amortization with payments to be made not less frequently than quarterly over a period not to exceed five (5) years. Loan repayments may be suspended under this Plan as permitted under the Code.

(d) Any loans granted or renewed shall be made pursuant to a Participant loan program. Such loan program shall be established in writing and must include, but need not be limited to, the following:

For purposes of this limit, all plans of the Employer and Affiliated Employers shall be considered one plan.

(1) the identity of the person or positions authorized to administer the Participant loan program;

(2) a procedure for applying for loans;

(3) the basis on which loans will be approved or denied;

(4) limitations, if any, on the types and amounts of loans offered;

(5) the procedure under the program for determining a reasonable rate of interest;

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(6) the types of collateral which may secure a Participant loan; and

(7) the events constituting default and the steps that will be taken to preserve Plan assets.

Such Participant loan program shall be contained in a separate written document which, when properly executed, is hereby incorporated by reference and made a part of the Plan. Furthermore, such Participant loan program may be modified or amended in writing from time to time without the necessity of amending this Section.

(e) Notwithstanding anything in this Plan to the contrary, if a Participant defaults on a loan made pursuant to this Section, then the loan default will be a distributable event to the extent permitted by the Code and Regulations.

(f) No loan in an amount less than $1,000 will be granted to any Participant and only two (2) outstanding loans will be permitted at one time.

ARTICLE VIII

TOP HEAVY

8.1 TOP HEAVY PLAN REQUIREMENTS

For any Top Heavy Plan Year, the Plan shall provide the special vesting requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan and the special minimum allocation requirements of Code Section 416(c) pursuant to Section 4.4 of the Plan.

8.2 DETERMINATION OF TOP HEAVY STATUS

(a) This Plan shall be a Top Heavy Plan for any Plan Year in which, as of the Determination Date, (1) the Present Value of Accrued Benefits of Key Employees and (2) the sum of the Aggregate Accounts of Key Employees under this Plan and all plans of an Aggregation Group, exceeds sixty percent (60%) of the Present Value of Accrued Benefits and the Aggregate Accounts of all Key and Non-Key Employees under this Plan and all plans of an Aggregation Group.

If any Participant is a Non-Key Employee for any Plan Year, but such Participant was a Key Employee for any prior Plan Year, such Participant’s Present Value of Accrued Benefit and/or Aggregate Account balance shall not be taken into account for purposes of determining whether this Plan is a Top Heavy Plan (or whether any Aggregation Group which includes this Plan is a Top Heavy Group). In addition, if a Participant or Terminated Participant has not performed any services for any Employer maintaining the Plan at any time during the five year period ending on the Determination Date, any accrued benefit for such Participant or Terminated Participant shall not be taken into account for the purposes of determining whether this Plan is a Top Heavy Plan.

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(b) Aggregate Account: A Participant’s Aggregate Account as of the Determination Date is the sum of:

(1) the Participant’s Combined Account balance as of the most recent valuation occurring within a twelve (12) month period ending on the Determination Date.

(2) an adjustment for any contributions due as of the Determination Date. Such adjustment shall be the amount of any contributions actually made after the Valuation Date but due on or before the Determination Date, except for the first Plan Year when such adjustment shall also reflect the amount of any contributions made after the Determination Date that are allocated as of a date in that first Plan Year.

(3) any Plan distributions made within the Plan Year that includes the Determination Date or within the four (4) preceding Plan Years. However, in the case of distributions made after the Valuation Date and prior to the Determination Date, such distributions are not included as distributions for top heavy purposes to the extent that such distributions are already included in the Participant’s Aggregate Account balance as of the Valuation Date. Notwithstanding anything herein to the contrary, all distributions, including distributions under a terminated plan which if it had not been terminated would have been required to be included in an Aggregation Group, will be counted. Further, distributions from the Plan (including the cash value of life insurance policies) of a Participant’s account balance because of death shall be treated as a distribution for the purposes of this paragraph.

(4) any Employee contributions, whether voluntary or mandatory. However, amounts attributable to tax deductible qualified voluntary employee contributions shall not be considered to be a part of the Participant’s Aggregate Account balance.

(5) with respect to unrelated rollovers and plan-to-plan transfers (ones which are both initiated by the Employee and made from a plan maintained by one employer to a plan maintained by another employer), if this Plan provides the rollovers or plan-to-plan transfers, it shall always consider such rollovers or plan-to-plan transfers as a distribution for the purposes of this Section. If this Plan is the plan accepting such rollovers or plan-to-plan transfers, it shall not consider such rollovers or plan-to-plan transfers as part of the Participant’s Aggregate Account balance.

(6) with respect to related rollovers and plan-to-plan transfers (ones either not initiated by the Employee or made to a plan maintained by the same employer), if this Plan provides the rollover or plan-to-plan transfer, it shall not be counted as a distribution for purposes of this Section. If this Plan is the plan accepting such rollover or plan-to-plan transfer, it shall consider such rollover or plan-to-plan transfer as part of the Participant’s

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Aggregate Account balance, irrespective of the date on which such rollover or plan-to-plan transfer is accepted.

(7) For the purposes of determining whether two employers are to be treated as the same employer in (5) and (6) above, all employers aggregated under Code Section 414(b), (c), (m) and (o) are treated as the same employer.

(c) “Aggregation Group” means either a Required Aggregation Group or a Permissive Aggregation Group as hereinafter determined.

(1) Required Aggregation Group: In determining a Required Aggregation Group hereunder, each plan of the Employer in which a Key Employee is a participant in the Plan Year containing the Determination Date or any of the four preceding Plan Years, and each other plan of the Employer which enables any plan in which a Key Employee participates to meet the requirements of Code Sections 401(a)(4) or 410, will be required to be aggregated. Such group shall be known as a Required Aggregation Group.

In the case of a Required Aggregation Group, each plan in the group will be considered a Top Heavy Plan if the Required Aggregation Group is a Top Heavy Group. No plan in the Required Aggregation Group will be considered a Top Heavy Plan if the Required Aggregation Group is not a Top Heavy Group.

(2) Permissive Aggregation Group: The Employer may also include any other plan not required to be included in the Required Aggregation Group, provided the resulting group, taken as a whole, would continue to satisfy the provisions of Code Sections 401(a)(4) and 410. Such group shall be known as a Permissive Aggregation Group.

In the case of a Permissive Aggregation Group, only a plan that is part of the Required Aggregation Group will be considered a Top Heavy Plan if the Permissive Aggregation Group is a Top Heavy Group. No plan in the Permissive Aggregation Group will be considered a Top Heavy Plan if the Permissive Aggregation Group is not a Top Heavy Group.

(3) Only those plans of the Employer in which the Determination Dates fall within the same calendar year shall be aggregated in order to determine whether such plans are Top Heavy Plans.

(4) An Aggregation Group shall include any terminated plan of the Employer if it was maintained within the last five (5) years ending on the Determination Date.

(d) “Determination Date” means (a) the last day of the preceding Plan Year, or (b) in the case of the first Plan Year, the last day of such Plan Year.

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(e) Present Value of Accrued Benefit: In the case of a defined benefit plan, the Present Value of Accrued Benefit for a Participant other than a Key Employee, shall be as determined using the single accrual method used for all plans of the Employer and Affiliated Employers, or if no such single method exists, using a method which results in benefits accruing not more rapidly than the slowest accrual rate permitted under Code Section 411(b)(l)(C). The determination of the Present Value of Accrued Benefit shall be determined as of the most recent Valuation Date that falls within or ends with the 12-month period ending on the Determination Date except as provided in Code Section 416 and the Regulations thereunder for the first and second plan years of a defined benefit plan.

(f) “Top Heavy Group” means an Aggregation Group in which, as of the Determination Date, the sum of:

(1) the Present Value of Accrued Benefits of Key Employees under all defined benefit plans included in the group, and

(2) the Aggregate Accounts of Key Employees under all defined contribution plans included in the group,

exceeds sixty percent (60%) of a similar sum determined for all Participants.

ARTICLE IX

MISCELLANEOUS

9.1 PARTICIPANT’S RIGHTS

This Plan shall not be deemed to constitute a contract between the Employer and any Participant or to be a consideration or an inducement for the employment of any Participant or Employee. Nothing contained in this Plan shall be deemed to give any Participant or Employee the right to be retained in the service of the Employer or to interfere with the right of the Employer to discharge any Participant or Employee at any time regardless of the effect which such discharge shall have upon the Employee as a Participant of this Plan.

9.2 ALIENATION

(a) Subject to the exceptions provided below, and as otherwise permitted by the Code and the Act, no benefit which shall be payable out of the Trust Fund to any person (including a Participant or the Participant’s Beneficiary) shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be void; and no such benefit shall in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements, or torts of any such person, nor shall it be subject to attachment or legal process for or against such person, and the same shall not be recognized by the Trustee, except to such extent as may be required by law.

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(b) Subsection (a) shall not apply to the extent a Participant or Beneficiary is indebted to the Plan, by reason of a loan made pursuant to Section 7.4. At the time a distribution is to be made to or for a Participant’s or Beneficiary’s benefit, such proportion of the amount to be distributed as shall equal such indebtedness shall be paid to the Plan, to apply against or discharge such indebtedness. Prior to making a payment, however, the Participant or Beneficiary must be given written notice by the Administrator that such indebtedness is to be so paid in whole or part from the Participant’s Combined Account. If the Participant or Beneficiary does not agree that the indebtedness is a valid claim against the Vested Participant’s Combined Account, the Participant or Beneficiary shall be entitled to a review of the validity of the claim in accordance with procedures provided in Sections 2.7 and 2.8.

(c) Subsection (a) shall not apply to a “qualified domestic relations order” defined in Code Section 414(p), and those other domestic relations orders permitted to be so treated by the Administrator under the provisions of the Retirement Equity Act of 1984. The Administrator shall establish a written procedure to determine the qualified status of domestic relations orders and to administer distributions under such qualified orders. Further, to the extent provided under a “qualified domestic relations order,” a former spouse of a Participant shall be treated as the spouse or surviving spouse for all purposes under the Plan.

(d) Subsection (a) shall not apply to an offset to a Participant’s accrued benefit against an amount that the Participant is ordered or required to pay the Plan with respect to a judgment, order, or decree issued, or a settlement entered into in accordance with Code Sections 401(a)(13)(C) and (D).

9.3 CONSTRUCTION OF PLAN

This Plan shall be construed and enforced according to the Code, the Act and the laws of the State of Illinois, other than its laws respecting choice of law, to the extent not pre-empted by the Act.

9.4 GENDER AND NUMBER

Wherever any words are used herein in the masculine, feminine or neuter gender, they shall be construed as though they were also used in another gender in all cases where they would so apply, and whenever any words are used herein in the singular or plural form, they shall be construed as though they were also used in the other form in all cases where they would so apply.

9.5 LEGAL ACTION

In the event any claim, suit, or proceeding is brought regarding the Trust and/or Plan established hereunder to which the Trustee, the Employer or the Administrator may be a party, and such claim, suit, or proceeding is resolved in favor of the Trustee, the Employer or the Administrator, they shall be entitled to be reimbursed from the Trust Fund for any and all costs,

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attorney’s fees, and other expenses pertaining thereto incurred by them for which they shall have become liable.

9.6 PROHIBITION AGAINST DIVERSION OF FUNDS

(a) Except as provided below and otherwise specifically permitted by law, it shall be impossible by operation of the Plan or of the Trust, by termination of either, by power of revocation or amendment, by the happening of any contingency, by collateral arrangement or by any other means, for any part of the corpus or income of any Trust Fund maintained pursuant to the Plan or any funds contributed thereto to be used for, or diverted to, purposes other than the exclusive benefit of Participants, Terminated Participants, or their Beneficiaries.

(b) In the event the Employer shall make an excessive contribution under a mistake of fact pursuant to Act Section 403(c)(2)(A), the Employer may demand repayment of such excessive contribution at any time within one (1) year following the time of payment and the Trustees shall return such amount to the Employer within the one (1) year period. Earnings of the Plan attributable to the contributions may not be returned to the Employer but any losses attributable thereto must reduce the amount so returned.

(c) Except for Sections 3.5, 3.6, and 4.1(d), any contribution by the Employer to the Trust Fund is conditioned upon the deductibility of the contribution by the Employer under the Code and, to the extent any such deduction is disallowed, the Employer may, within one (1) year following the final determination of the disallowance, whether by agreement with the Internal Revenue Service or by final decision of a competent jurisdiction, demand repayment of such disallowed contribution and the Trustee shall return such contribution within one (1) year following the disallowance. Earnings of the Plan attributable to the contribution may not be returned to the Employer, but any losses attributable thereto must reduce the amount so returned.

9.7 EMPLOYER’S AND TRUSTEE’S PROTECTIVE CLAUSE

The Employer, Administrator and Trustee, and their successors, shall not be responsible for the validity of any Contract issued hereunder or for the failure on the part of the insurer to make payments provided by any such Contract, or for the action of any person which may delay payment or render a Contract null and void or unenforceable in whole or in part.

9.8 INSURER’S PROTECTIVE CLAUSE

Except as otherwise agreed upon in writing between the Employer and the insurer, an insurer which issues any Contracts hereunder shall not have any responsibility for the validity of this Plan or for the tax or legal aspects of this Plan. The insurer shall be protected and held harmless in acting in accordance with any written direction of the Trustee, and shall have no duty to see to the application of any funds paid to the Trustee, nor be required to question any actions directed by the Trustee. Regardless of any provision of this Plan, the insurer shall not be required to take or permit any action or allow any benefit or privilege contrary to the terms of any Contract which it issues hereunder, or the rules of the insurer.

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9.9 RECEIPT AND RELEASE FOR PAYMENTS

Any payment to any Participant, the Participant’s legal representative, Beneficiary, or to any guardian or committee appointed for such Participant or Beneficiary in accordance with the provisions of the Plan, shall, to the extent thereof, be in full satisfaction of all claims hereunder against the Trustee and the Employer, either of whom may require such Participant, legal representative, Beneficiary, guardian or committee, as a condition precedent to such payment, to execute a receipt and release thereof in such form as shall be determined by the Trustee or Employer.

9.10 ACTION BY THE FIDUCIARY

Whenever the Fiduciary under the terms of the Plan is permitted or required to do or perform any act or matter or thing, it shall be done and performed by a person duly authorized by its legally constituted authority.

9.11 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

The “named Fiduciaries” of this Plan are (1) the Company, (2) the Administrator, (3) the Trustee and (4) any Investment Manager appointed hereunder. The named Fiduciaries shall have only those specific powers, duties, responsibilities, and obligations as are specifically given them under the Plan including, but not limited to, any agreement allocating or delegating their responsibilities, the terms of which are incorporated herein by reference. In general, the Company shall have the sole responsibility for making the contributions provided for under Section 4.1; and the Company shall have the authority to appoint and remove the Trustee and the Administrator; to formulate the Plan’s “funding policy and method”; and to amend or terminate, in whole or in part, the Plan. The Administrator shall have the sole responsibility for the administration of the Plan, including, but not limited to, the items specified in Article II of the Plan, as the same may be allocated or delegated thereunder. The Administrator shall act as the named Fiduciary responsible for communicating with the Participant according to the Participant Direction Procedures. The Trustee shall have the sole responsibility of management of the assets held under the Trust, except to the extent directed pursuant to Article II or with respect to those assets, the management of which has been assigned to an Investment Manager, who shall be solely responsible for the management of the assets assigned to it, all as specifically provided in the Plan. Furthermore, each named Fiduciary may rely upon any such direction, information or action of another named Fiduciary as being proper under the Plan, and is not required under the Plan to inquire into the propriety of any such direction, information or action. It is intended under the Plan that each named Fiduciary shall be responsible for the proper exercise of its own powers, duties, responsibilities and obligations under the Plan as specified or allocated herein. No named Fiduciary shall guarantee the Trust Fund in any manner against investment loss or depreciation in asset value. Any person or group may serve in more than one Fiduciary capacity.

9.12 HEADINGS

The headings and subheadings of this Plan have been inserted for convenience of reference and are to be ignored in any construction of the provisions hereof.

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9.13 APPROVAL BY INTERNAL REVENUE SERVICE

Notwithstanding anything herein to the contrary, if, pursuant to an application for qualification filed by or on behalf of the Plan by the time prescribed by law for filing the Employer’s return for the taxable year in which the Plan is adopted, or such later date that the Secretary of the Treasury may prescribe, the Commissioner of Internal Revenue Service or the Commissioner’s delegate should determine that the Plan does not initially qualify as a tax-exempt plan under Code Sections 401 and 501, and such determination is not contested, or if contested, is finally upheld, then if the Plan is a new plan, it shall be void ab initio and all amounts contributed to the Plan by the Employer, less expenses paid, shall be returned within one (1) year and the Plan shall terminate, and the Trustee shall be discharged from all further obligations. If the disqualification relates to an amended plan, then the Plan shall operate as if it had not been amended.

9.14 UNIFORMITY

All provisions of this Plan shall be interpreted and applied in a uniform, nondiscriminatory manner. In the event of any conflict between the terms of this Plan and any Contract purchased hereunder, the Plan provisions shall control.

ARTICLE X

EMPLOYERS

10.1 ADOPTION BY OTHER EMPLOYERS

Notwithstanding anything herein to the contrary, with the consent of the Company, any other corporation or entity, whether an affiliate or subsidiary or not, may adopt this Plan and all of the provisions hereof, and participate herein and be known as a Employer, by a properly executed document evidencing said intent and will of such Employer.

10.2 REQUIREMENTS OF EMPLOYERS

(a) Each such Employer shall be required to use the same Trustee as provided in this Plan.

(b) The Trustee may, but shall not be required to, commingle, hold and invest as one Trust Fund all contributions made by Employers, as well as all increments thereof.

(c) Any expenses of the Plan which are to be paid by the Employer or borne by the Trust Fund shall be paid by each Employer in the same proportion that the total amount standing to the credit of all Participants employed by such Employer bears to the total standing to the credit of all Participants.

10.3 DESIGNATION OF AGENT

Each Employer shall be deemed to be a party to this Plan; provided, however, that with respect to all of its relations with the Trustee and Administrator for the purpose of this Plan, each Employer shall be deemed to have designated irrevocably the Company as its agent. Unless

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the context of the Plan clearly indicates the contrary, the word “Employer” shall be deemed to include each Employer as related to its adoption of the Plan.

10.4 EMPLOYEE TRANSFERS

In the event an Employee is transferred between Employers, accumulated service and eligibility shall be carried with the Employee involved. No such transfer shall effect a termination of employment hereunder, and the Employer to which the Employee is transferred shall thereupon become obligated hereunder with respect to such Employee in the same manner as was the Employer from whom the Employee was transferred.

10.5 EMPLOYER CONTRIBUTION AND FORFEITURES

Any contribution or Forfeiture subject to allocation during each Plan Year shall be determined and allocated separately by each Employer, and shall be allocated only among the Participants eligible to share of the Employer making the contribution or by which the forfeiting Participant was employed. On the basis of the information furnished by the Administrator, the Trustee shall keep separate books and records concerning the affairs of each Employer hereunder and as to the accounts and credits of the Employees of each Employer. The Trustee may, but need not, register Contracts so as to evidence that a particular Employer is the interested Employer hereunder, but in the event of an Employee transfer from one Employer to another, the employing Employer shall immediately notify the Trustee thereof.

10.6 AMENDMENT

The Company may amend this Plan at any time and with the consent of the Trustee where such consent is necessary in accordance with the terms of this Plan.

10.7 DISCONTINUANCE OF PARTICIPATION

Any Employer shall be permitted to discontinue or revoke its participation in the Plan at any time. At the time of any such discontinuance or revocation, satisfactory evidence thereof and of any applicable conditions imposed shall be delivered to the Trustee. The Trustee shall thereafter transfer, deliver and assign Contracts and other Trust Fund assets allocable to the Participants of such Employer to such new trustee as shall have been designated by such Employer, in the event that it has established a separate qualified retirement plan for its employees provided, however, that no such transfer shall be made if the result is the elimination or reduction of any “Section 411(d)(6) protected benefits” as described in Section 7.1(c). If no successor is designated, the Trustee shall retain such assets for the Employees of said Employer pursuant to the provisions of the Trust. In no such event shall any part of the corpus or income of the Trust Fund as it relates to such Employer be used for or diverted for purposes other than for the exclusive benefit of the Employees of such Employer.

10.8 ADMINISTRATOR’S AUTHORITY

The Administrator shall have authority to make any and all necessary rules or regulations, binding upon all Employers and all Participants, to effectuate the purpose of this Article.

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IN WITNESS WHEREOF, this Plan has been executed the day and year first above written.

Moore Wallace North America, Inc.
By	/s/ Heidi J. Marnoch
	EMPLOYER

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MOORE WALLACE NORTH AMERICA, INC. SAVINGS PLAN

APPENDIX A

DESIGNATIONS UNDER SECTION 1.16

I. Effective July 1, 1984, all Employees who are employed by the Miami Export Unit of the Corporation shall not be Eligible Employees for purposes of participating in the Plan. Effective September 1, 1995, however, all Employees who are employed by the Miami Export Unit of the Corporation shall be Eligible Employees for purposes of participating in the Plan.

II. Effective July 1, 1984, all Employees who are employed by the Moore Data Management Services Division of the Corporation and who are covered by a collective bargaining agreement between the Corporation and one of the following: Graphic Communication International Union Local #1B; Graphic Communication International Union Local #20; or Graphic Communication International Union Local #229, shall be deemed to be Eligible Employees, but only for purposes of (1) Section 3 of the Plan; (2) Section 6.3 of the Plan (to the extent relating to Tax Deferred Contributions); and (3) the other provisions of the Plan, but only to the extent that (a) they relate to Tax Deferred Contributions; or (b) their application to Employees generally is required by law. In no event shall Employees described in this Section II be eligible to receive, or to have their Accounts credited with, Employer Retirement Savings or Employer Matching Contributions.

III. All Employees (i) who became employed by the Moore Business Systems Division of the Corporation on or after January 1, 1985 (other than by reason of a transfer from another division of the Corporation or from an Affiliate, the employees of which are Eligible Employees); or (ii) who were employed by the Genra Group, Inc. prior to its acquisition by the Corporation, shall be deemed to be Eligible Employees, but only for purposes of (1) Section 3 and Section 4.2 of the Plan; (2) Section 6.3 of the Plan (to the extent relating to Tax Deferred Contributions or Employer Matching Contributions); and (3) the other provisions of the Plan, but only to the extent that (a) they relate to Tax Deferred Contributions or Employer Matching Contributions; or (b) their application to Employees generally is required by law. In no event shall Employees described in this Section III be eligible to receive, or to have their Account credited with, Employer Retirement Savings.

IV. All Employees who are employed at the Modesto, California facility of the Corporation and who are covered by the collectively bargaining agreement between the Corporation and the Printing Specialties and Paper Products Union, District Council No. 1 shall be deemed to be Eligible Employees, as follows:

(i) Effective January 1, 1985, all such Employees shall be deemed to be Eligible Employees, but only for purposes of (1) Section 4.1 of the Plan and (2) the other provisions of the Plan, to the extent that (a) they relate to Employer Retirement Savings, or (b) their application to Employees generally is required by law.

(ii) Effective October 1, 1985, all such Employees shall be Eligible Employees for all purposes of the Plan.

V. All Employees who are employed at the Denton, Texas facility of the Corporation and who are covered by the collective bargaining agreement between the Corporation and the Denton Printing Specialties and Paper Product Union Local #575 shall be deemed to be Eligible Employees, as follows:

(i) Effective January 1, 1985, all such Employees shall be deemed to be Eligible Employees, but only for purposes of (1) Section 4.1 of the Plan and (2) the other provisions of the Plan, to the extent that (a) they relate to Employer Retirement Savings, or (b) their application to Employees generally is required by law.

(ii) Effective January 1, 1986, all such Employees shall be Eligible Employees for all purposes of the Plan.

VI. All Employees who are (i) employed at the Salem, Oregon or City of Industry, California facilities of the Employer, and (ii) covered by the collectively bargaining agreements between the Corporation and the Printing Specialists and Paper Products Union (or the Graphic Communications International Union as its successor) shall be Eligible Employees under this Plan, effective as of January 1, 1987.

VII. Effective April 5, 1996, all employees who are employed by New England Programming Specialists, Inc. (“NEPS”) or who become employees of NEPS after such date shall be deemed to be Eligible Employees for purposes of participating in the Plan. Such employees will not be given credit for any service prior to the effective date of April 5, 1996.

VIII. Effective August 1, 1996, all employees of the Corporation who were formerly employees of On-Line Software, Inc., (“OLS”) and who become employees of the Corporation as of such date shall deemed to be Eligible Employees for purposes of participating in the Plan. Such employees will not be given credit for any service prior to the effective date of August 1, 1996. In addition, the 90 day waiting period set forth in Section 2.1(b) of the Plan is waived for such employees.

IX. Effective September 1, 1996, all employees of the Corporation who were formerly employees of Aetna Print Group, (“Aetna”) and who became employees of the Corporation as of such date shall be deemed to be Eligible Employees for purposes of participating in the Plan. Such employees will not be given credit for any service prior to the effective date of September 1, 1996. The 90 day waiting period set forth in Section 2.1(b) and the one Year of Service requirement for purposes of the Basic Employer Matching Contribution and Supplemental Employer Matching Contribution set forth in Section 4.2(c) are waived for such employees.

X. Effective October 1, 1996, all employees of the Corporation who were formerly employees of the Boris Company and who became employees of the Corporation as of such date shall be deemed to be Eligible Employees for purposes of participating in the Plan. Such employees will not be given credit for any service prior to the effective date of October 1, 1996. The 90 day waiting period set forth in Section 2.1(b) of the Plan is waived for such employees.

XI. Effective November 1, 1996, all employees of the Corporation who were formerly employees of U.S. Recognition (“USR”) and who became employees of the Corporation as of such date shall be deemed to be Eligible Employees for purposes of participating in the Plan. Such employees will not be given credit for any service prior to the effective date of November 1, 1996. The 90 day waiting period set forth in Section 2.1(b) of the Plan is waived for such employees.

XII. Effective as of July 1, 1997 Employees employed at the Pressure Sensitive Systems Division’s Buffalo, New York plant shall be Eligible Employees for all purposes under the Plan, and the provisions of the Plan shall apply in full to such Employees. For the 1997 Plan Year, the Supplemental Employer Matching Contribution, if any, with respect to the period ending June 30, 1997 shall be determined under the provisions of the Plan in effect as of such date, and the Supplemental Employer Matching Contribution, if any, with respect to the remainder of the 1997 Plan Year shall be determined under the provisions of the Plan as amended and restated effective July 1, 1997.

XIII. Effective as of October 1, 1998, all Employees who were formerly employees of Phoenix Group, Inc. (“Phoenix”) and who became Employees of the Corporation as of such date shall be deemed to be Eligible Employees. For such Employees, periods of employment with Phoenix prior to October 1, 1998 shall be counted as “Years of Vesting Service” under this Plan to the extent that it would have been counted if such employment had been with the Corporation, but shall not other be counted under this Plan.

Note that the plan provisions contained in this appendix refer to provisions in prior versions of the plan document.

MOORE WALLACE NORTH AMERICA, INC. SAVINGS PLAN

APPENDIX B

Notwithstanding any of the provisions in the Moore Wallace North America, Inc. Savings Plan, the following provisions shall apply:

Designation under Section 1.24

Pursuant to Section 6.4(b), for those participants terminating prior to January 1, 2004, who are subject to the vesting schedules listed therein, a forfeiture means that portion of a Participant’s Account that is not Vested, and occurs on the earlier of the last day of the:

(a) the distribution of the entire Vested portion of a Terminated Participant’s Account, or

(b) the last day of the Plan Year in which the Participant incurs five (5) consecutive 1-Year Breaks in Service.

Furthermore, for purposes of paragraph (a) above, in the case of a Terminated Participant whose Vested benefit is zero, such Terminated Participant shall be deemed to have received a distribution of his Vested benefit upon his termination of employment. In addition, the term Forfeiture shall also include amounts deemed to be Forfeitures pursuant to any other provision of the Plan.

Designation under Section 3.1 and 3.2

For purposes of determining an Employee’s service under the Plan, service shall include, without duplication, all service that was recognized for the Participant under the Wallace Profit Sharing and Retirement Plan, the Moore North America, Inc. Savings Plan, or the Wallace Commercial Print 401(k) Retirement Plan, as applicable (“Predecessor Plans”). In addition, for purposes of determining whether a Participant who was employed by an Employer prior to January 1, 2004 is eligible for employer matching contributions, if such Employee was in a class eligible to participate in a Predecessor Plan that required a length of service shorter than that required under the Plan, such shorter length of service shall continue to apply to such Employee.

Designation under Section 3.7

If any Participant that was terminated prior to January 1, 2004 is rehired by any Affiliated Employer after January 1, 2004, and the Participant’s account balance remains in the Plan at the time of rehire, the Participant will become 100% vested in all account balances and any new contributions made to the plan, after being rehired, will also be 100% vested.

Designation under Section 4.1

(e) Peak Company Matching Contribution Accounts, Peak Company Prior Matching Contribution Accounts, and Peak Company Prior Profit Sharing Contribution Accounts shall be established for each Participant whose account balances include such contributions. No further contributions shall be made to Peak Company Prior Matching Contribution Accounts or to Peak Company Prior Profit Sharing Accounts. A Participant’s vested interest in his Peak Company Matching Contribution Account, Peak Company Prior Matching Contribution Account, or Peak Company Profit Sharing Contribution Account shall be determined in accordance with the vesting schedule listed below for Peak Employees. Notwithstanding any other provision of the Plan to the contrary except this Section 4.1 and Section 6.15, Peak Company Matching Contributions and Peak Company Prior Matching Contributions shall be treated as if they were Employer Matching Contributions.

Designation under Section 4.2

Participants in the Wallace Profit Sharing and Retirement Plan, the Moore North America, Inc. Savings Plan, or the Wallace Commercial Print 401(k) Retirement Plan who do not make an election otherwise under this plan, will have the elections under the respective prior plans apply under the Moore Wallace North America, Inc. Savings Plan. Participants under the prior Wallace Profit Sharing and Retirement Plan and Wallace Commercial Print 401(k) Retirement Plan who did not affirmatively elect to receive cash or have a specified amount of compensation contributed to the prior Plans automatically had their compensation reduced by 3% and 4% respectively. These contribution elections will continue to apply under the Moore Wallace North America, Inc. Savings Plan, unless the Participant makes an election under this Plan to the contrary.

Designation under Section 4.4(c)

Notwithstanding the foregoing or any other provision of the Plan to the contrary, Forfeitures arising from Peak Company Matching Contributions or Peak Company Prior Profit Sharing Contributions shall be used to reduce future Peak Company Matching Contributions.

Designations under Section 6.4(b)

A Participant’s Matching Contribution Account and Supplemental Matching Contribution Accounts for Participants in the Moore North America, Inc. Savings Plan who terminated prior to January 1, 2001, shall vest according to the following vesting schedule:

Elective Months	Percentage
0-23 months	0	%
24-35 months	25	%
36-47 months	50	%
48 months or more	100	%

“Elective Month” means, with respect to a Participant, an accounting month (which occurs subsequent to the second accounting month of 1985) and includes a payroll period with respect to which a salary reduction contribution is made on behalf of the Participant.

Notwithstanding the above vesting schedule, for Participants that terminated prior to January 1, 2001, the following provisions shall apply:

(1) a Participant’s interest in his Employer Retirement Savings Account shall be 100% vested upon his completion of five (5) or more Years of Service (prior to January 1, 1988, ten (10) or more Years of Service). Prior to becoming 100% vested under item (5) below, a Participant shall not become vested in his Employer Retirement Savings Account under the other provisions, except item (4) listed below;

(2) any Participant who completes five (5) Years of Service shall be 100% vested (ten (10) Years of Service prior to January 1, 1988);

(3) if a Participant terminated employment as a result of the transfer of assets to Electronic Data Systems Corporation on September 30, 1994, such Participant’s account shall be 100% vested at the time of such transfer;

(4) all persons who were employees of the Data Management Services Division of the Employer as of December 16, 1999 (as determined by the Employer) shall be 100% vested at the time of such transfer;

(5) any Participant who was employed by the Employer on or after January 1, 2001 shall be 100% vested in his Matching Contribution Account and Supplemental Matching Contribution Account.

Matching Contribution Accounts or Prior Profit Sharing Accounts for employees of Peak Technologies, Inc. who were Participants in the Moore North America, Inc. Savings Plan and who terminated prior to January 1, 2004, shall vest according to the following vesting schedule:

Years of Vesting Service	Percentage
Less than one	0	%
One but less than two	20	%
Two but less than three	40	%
Three but less than four	60	%
Four but less than five	80	%
Five or more	100	%

A Participant’s vested interest in his Peak Company Prior Matching Contributions Accounts shall be 100%.

For any Participant who terminated prior to May 15, 2003, and was a Participant in the Wallace Commercial Print 401(k) Retirement Plan, the following vesting schedule should apply to the Participant’s Employer Account and/or Trustee Transfer Account:

Years of Vesting Service	Percentage
One but less than two	20	%
Two but less than three	40	%
Three but less than four	60	%
Four but less than five	80	%
Five or more	100	%

For any Participant who terminated prior to January 1, 2001, and was a Participant in the Wallace Profit Sharing and Retirement Plan, the following vesting schedule should apply to the Participant’s Employer Account and/or Trustee Transfer Account:

Years of Vesting Service	Percentage
Less than two	0	%
Two but less than three	10	%
Three but less than four	20	%
Four but less than five	40	%
Five but less than six	60	%
Six but less than seven	80	%
Seven or more	100	%

For any Participant who terminated prior to May 15, 2003, but after January 1, 2001, and was a Participant in the Wallace Profit Sharing and Retirement Plan, the following vesting schedule should apply to the Participant’s Employer Account and/or Trustee Transfer Account:

Years of Vesting Service	Percentage
One but less than two	20	%
Two but less than three	40	%
Three but less than four	60	%
Four but less than five	80	%
Five or more	100	%

However, if the vesting schedule of the Wallace Profit Sharing and Retirement Plan and the Wallace Commercial Print 401(k) Retirement Plan from which the Trustee Transfer Account originated (the prior schedule) is more favorable, the vested percentage of the Participant’s Trustee Transfer Account shall be determined under the prior schedule.

Addition of Section 6.14

SPECIAL PROVISIONS REGARDING PARTICIPANTS IN THE PEAK TECHNOLOGIES, INC. 401(K) RETIREMENT PLAN

(a) A Participant shall retain the right to elect any in-service withdrawal option required to be protected under Section 411(d)(6) of the Code with respect to account balances transferred to the Plan pursuant to the merger of the Peak Plan into the Moore North America, Inc. Savings Plan and earnings thereon (the “Peak Account Balances”) including, but not limited to, in-service withdrawals at age 65 as follows:

(i) A Participant who has been a Participant in the Peak Plan and the Plan for 5 or more years may withdraw up to the entire vested portion of his Peak Account Balances.

(ii) A Participant who has been a Participant in the Peak Plan and the Plan for less than 5 years may withdraw only the amount which has been in the Participant’s Peak Account Balances for at least 2 full Plan Years, measured from the date such contributions were allocated. Notwithstanding the foregoing, if the distribution is on account of hardship, such amounts may be withdrawn in accordance with Section 6.11.

(b) Distributions to terminated Participants or to Beneficiaries made prior to July 1, 2002, with respect solely to his Peak Account Balances, provided that the Participant’s vested account balances under the Plan exceeds $5,000, may be made, at the election of the Participant, in one or more of the following forms of payment:

(1) a single sum payment; or

(2) installment payments over a period not to exceed the life expectancy of the Participant or the joint and last survivor expectancy of the Participant and his beneficiary.

Distributions made to terminated Participants or to Beneficiaries on or after July 1, 2002 but before January 1, 2004 shall be made only in a single sum. The removal of the installment form of payment during this period is made in accordance with IRS Reg. Sec. 1.411(d)-4.

Addition to Section 7.4

Not withstanding anything in this section to the contrary, any loans made prior to the date this plan is adopted, that were transferred into this plan, shall be subject to the terms of the plan in effect at the time such loan was taken.

AMENDMENT NUMBER ONE TO

THE MOORE WALLACE NORTH AMERICA, INC.

SAVINGS PLAN

AMENDMENT OF THE PLAN FOR EGTRRA,

REVENUE RULING 2002-27 AND

REVENUE PROCEDURE 2002-29

AMENDMENT NUMBER ONE TO

THE MOORE WALLACE NORTH AMERICA, INC.

SAVINGS PLAN

AMENDMENT OF THE PLAN FOR EGTRRA,

REVENUE RULING 2002-27 AND

REVENUE PROCEDURE 2002-29

BY THIS AGREEMENT, Moore Wallace North America, Inc. Savings Plan (herein referred to as the Plan) is hereby amended as follows:

ARTICLE I

PREAMBLE

1.1 Adoption and effective date of amendment. This amendment of the Plan is adopted to reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA), the model amendment of Revenue Ruling 2002-27 and the model amendment of Revenue Procedure 2002-29. This amendment is intended as good faith compliance with the requirements of EGTRRA, the model amendment of Revenue Ruling 2002-27 and the model amendment of Revenue Procedure 2002-29 and is to be construed in accordance with EGTRRA, the model amendment of Revenue Ruling 2002-27 and the model amendment of Revenue Procedure 2002-29 and guidance issued thereunder. Except as otherwise provided, this amendment shall be effective January 1, 2004.

1.2 Supersession of inconsistent provisions. This amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this amendment.

ARTICLE II

LIMITATIONS ON CONTRIBUTIONS

2.1 Effective date. This Article shall be effective for “limitation years” beginning on and after January 1, 2004.

2.2 Maximum annual addition. Except to the extent permitted under Article IX of this amendment and Code Section 414(v), the “annual addition” that may be contributed or allocated to a Participant’s account under the Plan for any “limitation year” shall not exceed the lesser of:

(a) $40,000, as adjusted for increases in the cost-of-living under Code Section 415(d), or

(b) one-hundred percent (100%) of the Participant’s “415 Compensation” for the “limitation year.”

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The “415 Compensation” limit referred to in (b) shall not apply to any contribution for medical benefits after separation from service (within the meaning of Code Section 401 (h) or Code Section 419A(f)(2)) which is otherwise treated as an “annual addition.”

ARTICLE III

INCREASE IN COMPENSATION LIMIT

The annual Compensation of each Participant taken into account in determining allocations for any Plan Year beginning on and after January 1, 2004, shall not exceed $200,000, as adjusted for cost-of-living increases in accordance with Code Section 401(a)(17)(B).

ARTICLE IV

MODIFICATION OF TOP-HEAVY RULES

4.1 Effective date. This Article shall apply for purposes of determining whether the Plan is a top-heavy plan under Code Section 416(g) for Plan Years beginning on and after January 1, 2004, and whether the Plan satisfies the minimum benefits requirements of Code Section 416(c) for such years. This Article amends Article VIII of the Plan.

4.2 Determination of top-heavy status.

(a) 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 “415 Compensation” greater than $130,000 (as adjusted under Code Section 416(i)(l) for Plan Years beginning after December 31, 2002), a 5-percent owner of the Employer, or a 1-percent owner of the Employer having “415 Compensation” of more than $150,000. The determination of who is a key employee will be made in accordance with Code Section 416(i)(l) and the applicable regulations and other guidance of general applicability issued thereunder.

(b) Determination of present values and amounts. This section (b) shall apply for purposes of determining the present values of accrued benefits and the amounts of account balances of Employees as of the determination date.

(1) Distributions during year ending on 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 1-year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Code Section 416(g)(2)(A)(i). In the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting “5-year period” for “1-year period.”

(2) Employees not performing services during year ending on the determination date. 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.

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4.3 Minimum benefits. Employer matching contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of Code Section 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 Section 401(m).

ARTICLE V

DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS

5.1 Effective date. This Article shall apply to distributions made on and after January 1, 2004.

5.2 Modification of definition of eligible retirement plan. For purposes of the direct rollover provisions in Section 6.13 p.53 of the Plan, an eligible retirement plan shall also mean an annuity contract described in Code Section 403(b) and an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan. The definition of eligible retirement plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relation order, as defined in Code Section 414(p).

5.3 Modification of definition of eligible rollover distribution to exclude hardship distributions. For purposes of the direct rollover provisions in Section 6.13 p.53 of the Plan, any amount that is distributed on account of hardship shall not be an eligible rollover distribution and the distributee may not elect to have any portion of such a distribution paid directly to an eligible retirement plan.

5.4 Modification of definition of eligible rollover distribution to include after-tax Employee contributions. For purposes of the direct rollover provisions in Section 6.13 p.53 of the Plan, a portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax Employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Code Section 408(a) or (b), or to a qualified defined contribution plan described in Code Section 401 (a) or 403 (a) that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.

ARTICLE VI

ROLLOVERS FROM OTHER PLANS

The Administrator, operationally and on a nondiscriminatory basis, may limit the source of rollover contributions that may be accepted by this Plan.

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ARTICLE VII

ROLLOVERS DISREGARDED IN INVOLUNTARY CASH-OUTS

7.1 Applicability and effective date. This Article applies to rollover contributions and involuntary cash-outs, and shall be effective with respect to distributions made on and after January 1, 2004 with respect to Participants who separate from service on or after January 1, 2004.

7.2 Rollovers disregarded in determining value of account balance for involuntary distributions. For purposes of the Sections of the Plan that provide for the involuntary distribution of Vested accrued benefits of $5,000 or less, the value of a Participant’s nonforfeitable account balance shall be determined without regard to that portion of the account balance that is attributable to rollover contributions (and earnings allocable thereto) within the meaning of Code Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16). If the value of the Participant’s nonforfeitable account balance as so determined is $5,000 or less, then the Plan shall immediately distribute the Participant’s entire nonforfeitable account balance.

ARTICLE VIII

REPEAL OF MULTIPLE USE TEST

The multiple use test described in Treasury Regulation Section 1.401(m)-2 and Section 4.7(a)(2) p.30 of the Plan shall not apply for Plan Years beginning after December 31, 2001.

ARTICLE IX

CATCH-UP CONTRIBUTIONS

9.1 Effective date. This Article shall apply to catch-up contributions made on and after January 1, 2004.

9.2 Applicability. All Employees who are eligible to make salary reductions under this Plan and who are projected to attain age 50 before the end of a calendar year shall be eligible to make catch-up contributions as of the January 1st of that calendar year in accordance with, and subject to the limitations of, Code Section 414(v). Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Code Sections 402(g) and 415. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code Section 401(k)(3), 401(k)(ll), 401(k)(12), 410(b), or 416, as applicable, by reason of the making of such catch-up contributions.

9.3 Matching contributions. Notwithstanding anything in the Plan to the contrary, catch-up contributions shall not be matched.

ARTICLE X

SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTION

A Participant who, on and after January 1, 2004, receives a hardship distribution pursuant to Regulation 1.401(k)-l(d)(2)(iv) of elective deferrals, shall be prohibited from making elective deferrals and after-tax Employee contributions under this Plan and all other plans maintained by the Employer for six (6) months after receipt of the hardship distribution.

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ARTICLE XI

DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT

11.1. Effective date. This Article shall apply for distributions occurring on and after January 1, 2002 for severance from employment occurring on or after January 1, 2002.

11.2. New distributable event. A Participant’s Elective Contributions and earnings attributable to these contributions shall be distributed on account of the Participant’s 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.

ARTICLE XII

MODEL AMENDMENT UNDER REVENUE PROCEDURE 2002-29

MINIMUM DISTRIBUTION REQUIREMENTS

12.1 General Rules.

(a) Effective Date. The provisions of this Article will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year.

(b) Precedence. The requirements of this Article will take precedence over any inconsistent provisions of the Plan.

(c) Requirements of Treasury Regulations Incorporated. All distributions required under this Article will be determined and made in accordance with the Treasury regulations under Code Section 401(a)(9).

12.2 Time and Manner of Distribution.

(a) 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.

(b) 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:

(1) If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary, then, except as provided in Section 12.2(b)(3), distributions to the surviving spouse will begin by December 31st of the calendar year immediately following the calendar year in which the Participant died, or by December 31st of the calendar year in which the Participant would have attained age 70 1/2, if later.

5

(2) If the Participant’s surviving spouse is not the Participant’s sole designated Beneficiary, then, except as provided in Section 12.2(b)(3), distributions to the designated Beneficiary will begin by December 31st of the calendar year immediately following the calendar year in which the Participant died.

(3) If the Participant dies before distributions begin and there is a designated Beneficiary, distribution to the designated Beneficiary is not required to begin by the date specified in Section 12.2(b), but the Participant’s entire interest will be distributed to the designated Beneficiary by December 31st of the calendar year containing the fifth anniversary of the Participant’s death. If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary and the surviving spouse dies after the Participant but before distributions to either the Participant or the surviving spouse begin, then this Section 12.2(b)(3) will apply as if the surviving spouse were the Participant. This Section 12.2(b)(3) will apply to all distributions.

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

(5) 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 12.2(b), other than Section 12.2(b)(l), will apply as if the surviving spouse were the Participant.

For purposes of this Section 12.2(b) and Section 12.4, unless Section 12.2(b)(5) applies, distributions are considered to begin on the Participant’s required beginning date. If Section 12.2(b)(5) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section 12.2(b)(l).

(c) Form of Distribution. Unless the Participant’s interest is distributed 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 12.3 and 12.4 of this Article.

12.3 Required Minimum Distributions During Participant’s Lifetime.

(a) 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:

(1) the quotient obtained by dividing the Participant’s account balance 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

6

(2) 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 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.

(b) Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this Section 12.3 beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death.

12.4 Required Minimum Distributions After Participant’s Death,

(a) Death On or After Date Distributions Begin.

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

(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.

(2) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no designated Beneficiary as of September 30th 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

7

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

(b) Death Before Date Distributions Begin.

(1) Participant Survived by Designated Beneficiary. Except as provided in Section 12.4(b)(2), 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 12.4(a).

(2) If the Participant dies before distributions begin and there is a designated Beneficiary, distribution to the designated Beneficiary is not required to begin by the date specified in Section 12.2(b), but the Participant’s entire interest will be distributed to the designated Beneficiary by December 31st of the calendar year containing the fifth anniversary of the Participant’s death. If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary and the surviving spouse dies after the Participant but before distributions to either the Participant or the surviving spouse begin, then this Section 12.4(b)(2) will apply as if the surviving spouse were the Participant. This Section 12.4(b)(2) will apply to all distributions.

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

(4) 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 12.2(b)(l), this Section 12.4(b) will apply as if the surviving spouse were the Participant.

12.5 Definitions.

(a) Designated Beneficiary. The individual who is designated as the Beneficiary under Section 1.6 p.l of the Plan and is the designated Beneficiary under Code Section 401(a)(9) and section 1.401(a)(9)-l, Q&A-4, of the Treasury regulations.

(b) 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 12.2(b). The required minimum

8

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 31st of that distribution calendar year.

(c) Life expectancy. Life expectancy as computed by use of the Single Life Table in section 1.401(a)(9)-9 of the Treasury regulations.

(d) 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.

(e) Required beginning date. The date specified in Sections 6.5(d) p.48 and 6.6(b) p.50 of the Plan.

ARTICLE XIII

MODEL AMENDMENT UNDER REVENUE RULING 2002-27

COMPENSATION

13.1 Effective date. This Article shall apply to Plan Years and “limitation years” beginning on and after January 1, 2004.

13.2 For purposes of the definition of compensation under the Plan that includes a reference to amounts under Code Section 125, 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 Employer does not request or collect information regarding the Participant’s other health coverage as part of the enrollment process for the health plan.

9

IN WITNESS WHEREOF, this Amendment has been executed this 28th day of Dec., 2003.

Moore Wallace North America, Inc.

/s/ Heidi J. Marnoch

EMPLOYER

10

AMENDMENT NUMBER TWO TO

MOORE WALLACE NORTH AMERICA, INC. SAVINGS PLAN

WHEREAS, Moore Wallace North America, Inc. (the “Corporation”) established the Moore Wallace North America, Inc. Savings Plan (the “Plan”), effective as of January 1, 2004 (the “Effective Date”), for the benefit of its eligible employees; and

WHEREAS, effective as of the Effective Date, the Moore North America, Inc., Savings Plan, the Wallace Commercial Print 401(k) Retirement Plan and the Wallace Computer Services, Inc. Profit Sharing and Retirement Plan (together the “Predecessor Plans”) were merged into the Plan; and

WHEREAS, immediately prior to the Effective Date, each of the Predecessor Plans had in place its own contractual arrangements for trustee, custodial, recordkeeping, administration, investment fund provider and/or investment management services; and

WHEREAS, the Corporation considers it desirable to amend the Plan to permit the continuation of such Predecessor Plan arrangements for a period after the Effective Date, as set forth herein;

NOW, THEREFORE, the Corporation hereby amends the Plan, effective January 1, 2004, as follows:

1. There shall be established a Transition Period (as defined below) during which the trustee, custodial, recordkeeping, administration, investment fund provider and/or investment management service arrangements in place under each of the Predecessor Plans immediately prior to the Effective Date will remain in effect for (i) participants in the Plan who actively participated in such Predecessor Plan immediately prior to the Effective Date and (ii) participants who become active participants in the Plan after the Effective Date, but who would have been in a class of eligible employees under such Predecessor Plan (based on the eligibility rules of the Predecessor Plan immediately prior to the Effective Date). For purposes hereof, Transition Period shall mean the period commencing on the Effective Date and ending on such date as determined by the Management Pension Committee of the Corporation at which all Plan participants will operate under a uniform trustee, custodial, recordkeeping, administration and investment structure.

2. During the Transition Period, any provision of the Plan that provides or suggests that the Plan cannot maintain separate and distinct trustee, custodial, recordkeeping, administration, investment fund provider and/or investment management services arrangements for the group of participants previously eligible under the terms of each Predecessor Plan (including, without limitation the uniform and nondiscriminatory requirement of Section 4.13 with respect to directed investment account procedures) is hereby deemed amended consistent with the above provision, and all powers granted to

the Company and the Administrator with respect to the trustee, custodial, recordkeeping, administration, investment fund provider and/or investment management service arrangements of the Plan shall be deemed to apply to such separate arrangements.

3. The Management Pension Committee of the Corporation is authorized to take all such actions and execute any documents on behalf of the Plan as may be necessary, appropriate or advisable to effectuate the foregoing amendments, which actions shall include, without limitation, accepting the assignment at the appropriate time of any agreements or arrangements with service providers to the Predecessor Plans, including those relating to trustee, custodial, recordkeeping, administration, investment fund provider and/or investment management services.

4. Notwithstanding anything herein to the contrary, at all times during the Transition Period, all of the assets of the Plan, whether held in one or more trusts, shall be available to pay benefits to Plan participants and their beneficiaries.

/s/ Heidi J. Marnoch

Heidi J. Marnoch

Management Pension Committee Chairman

12/28/03

Dated

AMENDMENT NUMBER THREE TO

MOORE WALLACE NORTH AMERICAN, INC. SAVINGS PLAN

WHEREAS, Moore Wallace North America, Inc. (the “Corporation”) established the Moore Wallace North America, Inc. Savings Plan (the “Plan”), effective as of January 1, 2004 (the “Effective Date”) for the benefit of its eligible employees; and

WHEREAS, pursuant to Section 7.1 of the Plan, the Corporation shall have the right to amend the Plan; and

WHEREAS, the Corporation and R.R. Donnelley & Sons Company (“R.R. Donnelley”) have entered into a combination agreement dated as of November 8, 2003 pursuant to which R.R. Donnelley has agreed to acquire all of the issued and outstanding common shares of the Corporation by offering holders of the Corporation common shares 0.63 of a share of R.R. Donnelley common stock for each Corporation common share pursuant to a plan of arrangement (the “Arrangement”); and

WHEREAS, the Corporation now desires to amend the Plan to reflect certain changes that will become effective upon the time of the Arrangement;

NOW, THEREFORE, the Corporation hereby amends the Plan as follows:

1. Section 1.16 of the Plan is hereby amended, effective February 27, 2004, by adding the following paragraph to the end thereof:

Employees of the Company who were employed at a facility or location that was formerly owned or operated by Litho Industries Inc. (“Litho Facility”) prior to February 27, 2004, shall not be eligible to participate in the Plan. Employees of the Company who are first hired following February 27, 2004 to work in a Litho Facility shall also not be eligible to participate in the Plan. Employees who are Eligible Employees prior to February 27, 2004, and are thereafter transferred to a Litho Facility will remain Eligible Employees.

2. Section 1.18 of the Plan is hereby amended, effective upon the time of the Arrangement, by adding the following sentence to the end thereof:

Solely for purposes of the references to “Employer stock” in Section 4.13, the term “Employer” shall also to be deemed to include R.R. Donnelley and Sons Company.

3. In all other respects, the Plan shall remain unchanged.

/S/    HEIDI J. MARNOCH

Heidi J. Marnoch

Management Pension Committee Chairman

2/26/04

Dated

EX-4.5

Exhibit 4.5

Plan

FIDELITY BASIC PLAN DOCUMENT NO. 12

FIIS Prototype	Basic Plan Document No. 12
	11/30/01
©2001 FMR Corp.
All rights reserved.

                                     Plan

Preamble		1
Article 1.	Adoption Agreement	1
Article 2.	Definitions	1
2.01.	Definitions	1
2.02.	Pronouns	10
2.03.	Special Effective Dates	10
Article 3.	Service	10
3.01.	Crediting of Eligibility Service	10
3.02.	Re-Crediting of Eligibility Service Following Termination of Employment	11
3.03.	Crediting of Vesting Service	11
3.04.	Application of Vesting Service to a Participant’s Account Following a Break in Vesting Service	11
3.05.	Service with Predecessor Employer	11
3.06.	Change in Service Crediting	12
Article 4.	Participation	12
4.01.	Date of Participation	12
4.02.	Transfers Out of Covered Employment	12
4.03.	Transfers Into Covered Employment	12
4.04.	Resumption of Participation Following Reemployment	13
Article 5.	Contributions	13
5.01.	Contributions Subject to Limitations	13
5.02.	Compensation Taken into Account in Determining Contributions	13
5.03.	Deferral Contributions	13
5.04.	Employee Contributions	14
5.05.	No Deductible Employee Contributions	14
5.06.	Rollover Contributions	14
5.07.	Qualified Nonelective Employer Contributions	14
5.08.	Matching Employer Contributions	16
5.09.	Qualified Matching Employer Contributions	16
5.10.	Nonelective Employer Contributions	16
5.11.	Vested Interest in Contributions	18
5.12.	Time for Making Contributions	18
5.13.	Return of Employer Contributions	18
Article 6.	Limitations on Contributions	19

FIIS Prototype	Basic Plan Document No. 12 11/30/01
©2001 FMR Corp. All rights reserved.

i

6.01.	Special Definitions	19
6.02.	Code Section 402(g) Limit on Deferral Contributions	25
6.03.	Additional Limit on Deferral Contributions (“ADP” Test)	25
6.04.	Allocation and Distribution of “Excess Contributions”	26
6.05.	Reductions in Deferral Contributions to Meet Code Requirements	26
6.06.	Limit on Matching Employer Contributions and Employee Contributions (“ACP” Test)	26
6.07.	Allocation, Distribution, and Forfeiture of “Excess Aggregate Contributions”	27
6.08.	Aggregate Limit on “Contribution Percentage Amounts” and “Includable Contributions”	28
6.09.	Income or Loss on Distributable Contributions	28
6.10.	Deemed Satisfaction of “ADP” Test	28
6.11.	Deemed Satisfaction of “ACP” Test With Respect to Matching Employer Contributions	29
6.12.	Code Section 415 Limitations	29
Article 7.	Participants’ Accounts	32
7.01.	Individual Accounts	32
7.02.	Valuation of Accounts	32
Article 8.	Investment of Contributions	32
8.01.	Manner of Investment	33
8.02.	Investment Decisions	33
8.03.	Participant Directions to Trustee	33
Article 9.	Participant Loans	34
9.01.	Special Definitions	34
9.02.	Participant Loans	34
9.03.	Separate Loan Procedures	34
9.04.	Availability of Loans	34
9.05.	Limitation on Loan Amount	34
9.06.	Interest Rate	34
9.07.	Level Amortization	35
9.08.	Security	35
9.09.	Transfer and Distribution of Loan Amounts from Permissible Investments	35
9.10.	Default	35
9.11.	Effect of Termination Where Participant has Outstanding Loan Balance	35
9.12.	Deemed Distributions Under Code Section 72(p)	35
9.13.	Determination of Account Value Upon Distribution Where Plan Loan is Outstanding	36
Article 10.	In-Service Withdrawals	36
10.01.	Availability of In-Service Withdrawals	36
10.02.	Withdrawal of Employee Contributions	36
10.03.	Withdrawal of Rollover Contributions	37
10.04.	Age 59½ Withdrawals	37
10.05.	Hardship Withdrawals	37
10.06.	Preservation of Prior Plan In-Service Withdrawal Rules	38
10.07.	Restrictions on In-Service Withdrawals	39
10.08.	Distribution of Withdrawal Amounts	39

FIIS Prototype		Basic Plan Document No. 12
		11/30/01
	©2001 FMR Corp. All rights reserved. ii

Article 11.	Right to Benefits	39
11.01.	Normal or Early Retirement	39
11.02.	Late Retirement	39
11.03.	Disability Retirement	39
11.04.	Death	39
11.05.	Other Termination of Employment	40
11.06.	Application for Distribution	40
11.07.	Application of Vesting Schedule Following Partial Distribution	40
11.08.	Forfeitures	40
11.09.	Application of Forfeitures	41
11.10.	Reinstatement of Forfeitures	41
11.11.	Adjustment for Investment Experience	42
Article 12.	Distributions	42
12.01.	Restrictions on Distributions	42
12.02.	Timing of Distribution Following Retirement or Termination of Employment	42
12.03.	Participant Consent to Distribution	42
12.04.	Required Commencement of Distribution to Participants	43
12.05.	Required Commencement of Distribution to Beneficiaries	43
12.06.	Whereabouts of Participants and Beneficiaries	44
Article 13.	Form of Distribution	44
13.01.	Normal Form of Distribution Under Profit Sharing Plan	44
13.02.	Cash Out Of Small Accounts	45
13.03.	Minimum Distributions	45
13.04.	Direct Rollovers	46
13.05.	Notice Regarding Timing and Form of Distribution	46
13.06.	Determination of Method of Distribution	47
13.07.	Notice to Trustee	47
Article 14.	Superseding Annuity Distribution Provisions	47
14.01.	Special Definitions	47
14.02.	Applicability	48
14.03.	Annuity Form of Payment	48
14.04.	“Qualified Joint and Survivor Annuity” and “Qualified Preretirement Survivor Annuity” Requirements	48
14.05.	Waiver of the “Qualified Joint and Survivor Annuity” and/or “Qualified Preretirement Survivor Annuity” Rights	49
14.06.	Spouse’s Consent to Waiver	49
14.07.	Notice Regarding “Qualified Joint and Survivor Annuity”	50
14.08.	Notice Regarding “Qualified Preretirement Survivor Annuity”	50
14.09.	Former Spouse	50
Article 15.	Too-Heavy Provisions	50
15.01.	Definitions	50
15.02.	Application	52

FIIS Prototype		Basic Plan Document No. 12
		11/30/01
	©2001 FMR Corp. All rights reserved. iii

15.03.	Minimum Contribution	52
15.04.	Modification of Allocation Provisions to Meet Minimum Contribution Requirements	53
15.05.	Adjustment to the Limitation on Contributions and Benefits	54
15.06.	Accelerated Vesting	55
15.07.	Exclusion of Collectively-Bargained Employees	55
Article 16.	Amendment and Termination	55
16.01.	Amendments by the Employer that do Not Affect Prototype Status	55
16.02.	Amendments by the Employer that Affect Prototype Status	55
16.03.	Amendment by the Mass Submitter Sponsor and the Prototype Sponsor	56
16.04.	Amendments Affecting Vested and/or Accrued Benefits	56
16.05.	Retroactive Amendments Made by the Mass Submitter or Prototype Sponsor	56
16.06.	Termination	56
16.07.	Distribution upon Termination of the Plan	56
16.08.	Merger or Consolidation of Plan; Transfer of Plan Assets	57
Article 17.	Amendment and Continuation of Prior Plan; Transfer of Funds to or from Other Qualified Plans	57
17.01.	Amendment and Continuation of Prior Plan	57
17.02.	Transfer of Funds from an Existing Plan	58
17.03.	Acceptance of Assets by Trustee	59
17.04.	Transfer of Assets from Trust	59
Article 18.	Miscellaneous	60
18.01.	Communication to Participants	60
18.02.	Limitation of Rights	60
18.03.	Nonalienability of Benefits	60
18.04.	Qualified Domestic Relations Orders Procedures	60
18.05.	Additional Rules for Paired Plans	61
18.06.	Application of Plan Provisions in Multiple Employer Plans	61
18.07.	Veterans Reemployment Rights	62
18.08.	Facility of Payment	62
18.09.	Information between Employer and Trustee	62
18.10.	Effect of Failure to Qualify Under Code	62
18.11.	Directions, Notices and Disclosure	62
18.12.	Governing Law	63
Article 19.	Plan Administration	63
19.01.	Powers and Responsibilities of the Administrator	63
19.02.	Delegation of Authority to Investment Professional	63
19.03.	Nondiscriminatory Exercise of Authority	63
19.04.	Claims and Review Procedures	63
19.05.	Named Fiduciary	64
19.06.	Costs of Administration	64
Article 20.	Trust Agreement	64

FIIS Prototype		Basic Plan Document No. 12
		11/30/01
	©2001 FMR Corp. All rights reserved. iv

20.01.	Acceptance of Trust Responsibilities	64
20.02.	Establishment of Trust Fund	64
20.03.	Exclusive Benefit	64
20.04.	Powers of Trustee	65
20.05.	Accounts	66
20.06.	Approval of Accounts	66
20.07.	Distribution from Trust Fund	66
20.08.	Transfer of Amounts from Qualified Plan	66
20.09.	Transfer of Assets from Trust	67
20.10.	Separate Trust or Fund for Existing Plan Assets	67
20.11.	Self-Directed Brokerage Option	67
20.12.	Employer Stock Investment Option	68
20.13.	Voting; Delivery of Information	73
20.14.	Compensation and Expenses of Trustee	73
20.15.	Reliance by Trustee on Other Persons	73
20.16.	Indemnification by Employer	73
20.17.	Consultation by Trustee with Counsel	74
20.18.	Persons Dealing with the Trustee	74
20.19.	Resignation or Removal of Trustee	74
20.20.	Fiscal Year of the Trust	74
20.21.	Discharge of Duties by Fiduciaries	74
20.22.	Amendment	74
20.23.	Plan Termination	74
20.24.	Permitted Reversion of Funds to Employer	75
20.25.	Governing Law	75

FIIS Prototype		Basic Plan Document No. 12
		11/30/01
	©2001 FMR Corp. All rights reserved. v

Preamble.

This prototype plan consists of three parts: (1) an Adoption Agreement that is a separate document incorporated by reference into this Basic Plan Document; (2) this Basic Plan Document; and (3) a Trust Agreement that is part of this Basic Plan Document and is found in Article 20. Each part of the prototype plan contains substantive provisions that are integral to the operation of the plan. The Adoption Agreement is the means by which an adopting Employer elects the optional provisions that shall apply under its plan. The Basic Plan Document describes the standard provisions elected in the Adoption Agreement. The Trust Agreement describes the powers and duties of the Trustee with respect to plan assets.

The prototype plan is intended to qualify under Code Section 401(a). Depending upon the Adoption Agreement completed by an adopting Employer, the prototype plan may be used to implement a money purchase pension plan, a profit sharing plan, or a profit sharing plan with a cash or deferred arrangement intended to qualify under Code Section 401(k).

Article 1. Adoption Agreement.

Article 2. Definitions.

2.01. Definitions. Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:

(a) “Account” means an account established for the purpose of recording any contributions made on behalf of a Participant and any income, expenses, gains, or losses incurred thereon. The Administrator shall establish and maintain sub-accounts within a Participant’s Account as necessary to depict accurately a Participant’s interest under the Plan.

(b) “Active Participant” means any Eligible Employee who has met the requirements of Article 4 to participate in the Plan and who may be entitled to receive allocations under the Plan.

(c) “Administrator” means the Employer adopting this Plan, as listed in Subsection 1.02(a) of the Adoption Agreement, or any other person designated by the Employer in Subsection 1.01(c) of the Adoption Agreement.

(d) “Adoption Agreement” means Article 1, under which the Employer establishes and adopts, or amends the Plan and Trust and designates the optional provisions selected by the Employer, and the Trustee accepts its responsibilities under Article 20. The provisions of the Adoption Agreement shall be an integral part of the Plan.

(e) “Annuity Starting Date” means the first day of the first period for which an amount is payable as an annuity or in any other form permitted under the Plan.

(f) “Basic Plan Document” means this Fidelity prototype plan document, qualified with the National Office of the Internal Revenue Service as Basic Plan Document No. 12.

(g) “Beneficiary” means the person or persons (including a trust) entitled under Section 11.04 or 14.04 to receive benefits under the Plan upon the death of a Participant; provided, however, that for purposes of Section 13.03 such term shall be applied in accordance with Code Section 401(a)(9) and the regulations thereunder.

FIIS Prototype		Basic Plan Document No. 12
		11/30/01
	©2001 FMR Corp. All rights reserved. 1

(h) “Break in Vesting Service” means a 12-consecutive-month period beginning on an Employee’s Severance Date or any anniversary thereof in which the Employee is not credited with an Hour of Service.

Notwithstanding the foregoing, the following special rules apply in determining whether an Employee who is on leave has incurred a Break in Vesting Service:

(1) If an individual is absent from work because of “maternity/paternity leave” beyond the first anniversary of his Severance Date, the 12-consecutive-month period beginning on the individual’s Severance Date shall not constitute a Break in Vesting Service. For purposes of this paragraph, “maternity/paternity leave” means a leave of absence (A) by reason of the pregnancy of the individual, (B) by reason of the birth of a child of the individual, (C) by reason of the placement of a child with the individual in connection with the adoption of such child by the individual, or (D) for purposes of caring for a child for the period beginning immediately following such birth or placement.

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

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

(j) “Compensation” means wages as defined in Code Section 3401(a) and all other payments of compensation to an Eligible Employee by the Employer (in the course of the Employer’s trade or business) for services to the Employer while employed as an Eligible Employee for which the Employer is required to furnish the Eligible Employee a written statement under Code Sections 6041(d) and 6051(a)(3). Compensation must be determined without regard to any rules under Code Section 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)).

For any Self-Employed Individual, Compensation means Earned Income; provided, however, that if the Employer elects to exclude specified items from Compensation, such Earned Income shall be adjusted in a similar manner so that it is equivalent under regulations issued under Code Section 414(s) to Compensation for Participants who are not Self-Employed Individuals.

Compensation shall generally be based on the amount actually paid to the Eligible Employee during the Plan Year or, for purposes of Articles 5 and Article 15 if so elected by the Employer in Subsection 1.05(c) of the Adoption Agreement, during that portion of the Plan Year during which the Eligible Employee is an Active Participant. Notwithstanding the preceding sentence, Compensation for purposes of Section 6.12 (Code Section 415 Limitations) shall be based on the amount actually paid or made available to the Participant during the Limitation Year.

If the initial Plan Year of a new plan consists of fewer than 12 months, calculated from the Effective Date listed in Subsection 1.01(g)(1) of the Adoption Agreement through the end of such initial Plan Year, Compensation for such initial Plan Year shall be determined as follows:

(1) If the Plan is a profit sharing plan, for purposes of allocating Nonelective Employer Contributions under Section 1.11 of the Adoption Agreement (other than Nonelective Employer Contributions made in accordance with the Safe Harbor Nonelective Employer Contributions

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Addendum to the Adoption Agreement) and determining Highly Compensated Employees under Subsection 2.01(z), the initial Plan Year shall be the 12-month period ending on the last day of the Plan Year.

(2) For purposes of Section 6.12 (Code Section 415 Limitations) where the Limitation Year is based on the Plan Year, the Limitation Year shall be the 12-month period ending on the last day of the Plan Year.

(3) For all other purposes, the initial Plan Year shall be the period from the Effective Date listed in Subsection 1.01(g)(1) of the Adoption Agreement through the end of the initial Plan Year.

The annual Compensation of each Active Participant taken into account for determining benefits provided under the Plan for any determination period shall not exceed the annual Compensation limit under Code Section 401(a)(17) as in effect on the first day of the determination period. This limit shall be adjusted by the Secretary to reflect increases in the cost of living, as provided in Code Section 401(a)(17)(B); provided, however, that the dollar increase in effect on January 1 of any calendar year is effective for determination periods beginning in such calendar year. If a Plan determines Compensation over a determination period that contains fewer than 12 calendar months (a “short determination period”), then the Compensation limit for such “short determination period” is equal to the Compensation limit for the calendar year in which the “short determination period” begins multiplied by the ratio obtained by dividing the number of full months in the “short determination period” by 12; provided, however, that such proration shall not apply if there is a “short determination period” because (i) the Employer elected in Subsection 1.05(c) of the Adoption Agreement to determine contributions based only on Compensation paid during the portion of the Plan Year during which an individual was an Active Participant, (ii) an Employee is covered under the Plan less than a full Plan Year, or (iii) Deferral Contributions and/or Matching Employer Contributions are contributed for each pay period during the Plan Year and are based on Compensation for that pay period.

(k) “Contribution Period” means the period for which Matching Employer and Nonelective Employer Contributions are made and calculated. The Contribution Period for additional Matching Employer Contributions, as described in Subsection 1.10(b) of the Adoption Agreement and Nonelective Employer Contributions is the Plan Year. The Contribution Period for basic Matching Employer Contributions, as described in Subsection 1.10(a)of the Adoption Agreement, is the period specified by the Employer in Subsection 1.10(c) of the Adoption Agreement.

(l) “Deferral Contribution” means any contribution made to the Plan by the Employer in accordance with the provisions of Section 5.03.

(m) “Early Retirement Age” means the early retirement age specified in Subsection 1.13(b) of the Adoption Agreement, if any.

(n) “Earned Income” means the net earnings of a Self-Employed Individual derived from the trade or business with respect to which the Plan is established and for which the personal services of such individual are a material income-providing factor, excluding any items not included in gross income and the deductions allocated to such items, except that net earnings shall be determined with regard to the deduction allowed under Code Section 164(f), to the extent applicable to the Employer. Net earnings shall be reduced by contributions of the Employer to any qualified plan, to the extent a deduction is allowed to the Employer for such contributions under Code Section 404.

(o) “Effective Date” means the effective date specified by the Employer in Subsection 1.01(g)(1) or (2) of the Adoption Agreement with respect to the Plan, if this is a new plan, or with respect to the

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amendment and restatement, if this is an amendment and restatement of the Plan. The Employer may select special Effective Dates with respect to specified Plan provisions, as set forth in Section (a) of the Special Effective Dates Addendum to the Adoption Agreement. In the event that another plan is merged into and made a part of the Plan, the effective date of the merger shall be reflected in Section (b) of the Special Effective Dates Addendum to the Adoption Agreement.

If this is an amendment and restatement of the Plan, and the Plan was not amended prior to the effective date specified by the Employer in Subsection 1.01(g)(2) of the Adoption Agreement to comply with the requirements of the Acts specified in the Snap Off Addendum to the Adoption Agreement, the effective dates specified in such Snap Off Addendum shall apply with respect to those provisions specified therein. Such effective dates may be earlier than the date specified in Subsection 1.01(g)(2) of the Adoption Agreement.

(p) “Eligibility Computation Period” means each 12-consecutive-month period beginning with an Employee’s Employment Commencement Date and each anniversary thereof or, in the case of an Employee who terminates employment with the Employer and all Related Employers before completing the eligibility requirements set forth in Subsection 1.04(b) of the Adoption Agreement and thereafter returns to the employ of the Employer or a Related Employer, each 12-consecutive-month period beginning with his Reemployment Commencement Date and each anniversary thereof.

(q) “Eligibility Service” means an Employee’s service that is taken into account in determining his eligibility to participate in the Plan as may be required under Subsection 1.04(b) of the Adoption Agreement. Eligibility Service shall be credited in accordance with Article 3.

(r) “Eligible Employee” means any Employee of the Employer who is in the class of Employees eligible to participate in the Plan. The Employer must specify in Subsection 1.04(c) of the Adoption Agreement any Employee or class of Employees not eligible to participate in the Plan. If Article 1 of the Employer’s Plan is a Non-Standardized Adoption Agreement, regardless of the Employer’s selection in Subsection 1.04(c) of the Adoption Agreement, the following Employees are automatically excluded from eligibility to participate in the Plan:

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

(2) any Employee who is a resident of Puerto Rico.

If the Employer elects to exclude collective bargaining employees from the eligible class, the exclusion applies to any Employee of the Employer included in a unit of Employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between employee representatives and one or more employers, unless the collective bargaining agreement requires the Employee to be covered under the Plan. The term “employee representatives” does not include any organization more than half the members of which are owners, officers, or executives of the Employer.

If the Employer does not elect to exclude Leased Employees from the eligible class, contributions or benefits provided by the leasing organization which are attributable to services performed for the Employer shall be treated as provided by the Employer and there shall be no duplication of benefits under this Plan.

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(s) “Employee” means any common law employee of the Employer or a Related Employer, any Self-Employed Individual, and any Leased Employee. Notwithstanding the foregoing, a Leased Employee shall not be considered an Employee if Leased Employees do not constitute more than 20 percent of the Employer’s non-highly compensated work-force (taking into account all Related Employers) and the Leased Employee is covered by a money purchase pension plan maintained by the leasing organization and providing (1) a nonintegrated employer contribution rate of at least 10 percent of compensation, as defined for purposes of Code Section 415(c)(3), but including amounts contributed pursuant to a salary reduction agreement which are excludable from gross income under Code Section 125, 132(f)(4), 402(e)(3), 402(h) or 403(b), (2) full and immediate vesting, and (3) immediate participation by each employee of the leasing organization.

(t) “Employee Contribution” means any after-tax contribution made by an Active Participant to the Plan.

(u) “Employer” means the employer named in Subsection 1.02(a) of the Adoption Agreement and any Related Employer included as an Employer under this Subsection 2.01(u). If Article 1 of the Employer’s Plan is a Standardized Adoption Agreement, the term “Employer” includes all Related Employers; provided, however, that if an employer becomes a Related Employer as a result of an asset or stock acquisition, merger or other similar transaction, the term “Employer” shall not include such employer for periods prior to the earlier of (1) the date as of which Subsection 1.02(b) of the Adoption Agreement is amended to name such employer or (2) the first day of the second Plan Year beginning after the date of such transaction. If Article 1 of the Employer’s Plan is a Non-Standardized Adoption Agreement, the term “Employer” includes only those Related Employers designated in Subsection 1.02(b) of the Adoption Agreement.

If the organization or other entity named in the Adoption Agreement is a sole proprietor or a professional corporation and the sole proprietor of such proprietorship or the sole shareholder of the professional corporation dies, then the legal representative of such sole proprietor or shareholder shall be deemed to be the Employer until such time as, through the disposition of such sole proprietor’s or sole shareholder’s estate or otherwise, any organization or other entity succeeds to the interests of the sole proprietor in the proprietorship or the sole shareholder in the professional corporation. The legal representative of a sole proprietor or shareholder shall be (1) the person appointed as such by the sole proprietor or shareholder prior to his death under a legally enforceable power of attorney, or, if none, (2) the executor or administrator of the sole proprietor’s or shareholder’s estate.

If one of the Employers designated in Subsection 1.02(b) of the Adoption Agreement is not a Related Employer, the term “Employer” includes such un-Related Employer and the provisions of Section 18.06 shall apply.

(v) “Employment Commencement Date” means the date on which an Employee first performs an Hour of Service.

(w) “Entry Date” means the date specified by the Employer in Subsection 1.04(d) or (e) of the Adoption Agreement as of which an Eligible Employee who has met the applicable eligibility requirements begins to participate in the Plan. The Employer may specify different Entry Dates for purposes of eligibility to participate in the Plan by (1) making Deferral Contributions and (2) receiving allocations of Matching and/or Nonelective Employer Contributions.

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

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(y) “Fund Share” means the share, unit, or other evidence of ownership in a Permissible Investment.

(z) “Highly Compensated Employee” means both highly compensated active Employees and highly compensated former Employees.

A highly compensated active Employee includes any Employee who performs service for the Employer during the “determination year” and who (1) at any time during the “determination year” or the “look-back year” was a five percent owner or (2) received Compensation from the Employer during the “look-back year” in excess of $80,000 (as adjusted pursuant to Code Section 415(d)) and, if elected by the Employer in Section 1.06 of the Adoption Agreement, was a member of the top-paid group for such year.

For this purpose, the “determination year” shall be the Plan Year. The “look-back year” shall be the twelve-month period immediately preceding the “determination year”, unless the Employer has elected in Section 1.06 of the Adoption Agreement to make the “look-back year” the calendar year beginning within the preceding Plan Year.

A highly compensated former Employee includes any Employee who separated from service (or was deemed to have separated) prior to the “determination year”, performs no service for the Employer during the “determination year”, and was a highly compensated active Employee for either the separation year or any “determination year” ending on or after the Employee’s 55th birthday, as determined under the rules in effect for determining Highly Compensated Employees for such separation year or “determination year”.

The determination of who is a Highly Compensated Employee, including the determinations of the number and identity of Employees in the top-paid group, shall be made in accordance with Code Section 414(q) and the Treasury Regulations issued thereunder.

For purposes of this Subsection 2.01(z), Compensation shall include amounts that are not includable in the gross income of an Employee under a salary reduction agreement by reason of the application of Code Section 125, 132(f)(4), 402(e)(3), 402(h), or 403(b).

(aa) “Hour of Service”, with respect to any individual, means:

(1) Each hour for which the individual is directly or indirectly paid, or entitled to payment, for the performance of duties for the Employer or a Related Employer, each such hour to be credited to the individual for the Eligibility Computation Period in which the duties were performed;

(2) Each hour for which the individual is directly or indirectly paid, or entitled to payment, by the Employer or a Related Employer (including payments made or due from a trust fund or insurer to which the Employer contributes or pays premiums) on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity, disability, layoff, jury duty, military duty, or leave of absence, each such hour to be credited to the individual for the Eligibility Computation Period in which such period of time occurs, subject to the following rules:

(A) No more than 501 Hours of Service shall be credited under this paragraph (2) on account of any single continuous period during which the individual performs no duties, unless the individual performs no duties because of military duty, the individual’s employment rights are protected by law, and the individual returns to employment with

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the Employer or a Related Employer during the period that his employment rights are protected under Federal law;

(B) Hours of Service shall not be credited under this paragraph (2) for a payment which solely reimburses the individual for medically-related expenses, or which is made or due under a plan maintained solely for the purpose of complying with applicable worker’s compensation, unemployment compensation or disability insurance laws; and

(C) If the period during which the individual performs no duties falls within two or more Eligibility Computation Periods and if the payment made on account of such period is not calculated on the basis of units of time, the Hours of Service credited with respect to such period shall be allocated between not more than the first two such Eligibility Computation Periods on any reasonable basis consistently applied with respect to similarly situated individuals;

(3) Each hour not counted under paragraph (1) or (2) for which he would have been scheduled to work for the Employer or a Related Employer during the period that he is absent from work because of military duty, provided the individual’s employment rights are protected under Federal law and the individual returns to work with the Employer or a Related Company during the period that his employment rights are protected, each such hour to be credited to the individual for the Eligibility Computation Period for which he would have been scheduled to work; and

(4) Each hour not counted under paragraph (1), (2), or (3) for which back pay, irrespective of mitigation of damages, has been either awarded or agreed to be paid by the Employer or a Related Employer, shall be credited to the individual for the Eligibility Computation Period to which the award or agreement pertains rather than the Eligibility Computation Period in which the award, agreement, or payment is made.

For purposes of paragraphs (2) and (4) above, Hours of Service shall be calculated in accordance with the provisions of Section 2530.200b-2(b) of the Department of Labor regulations, which are incorporated herein by reference.

Notwithstanding any other provision of this Subsection to the contrary, the Employer may elect to credit Hours of Service in accordance with any of the equivalencies set forth in paragraphs (d), (e), or (f) of Department of Labor Regulations Section 2530.200b-3.

(bb) “Inactive Participant” means any individual who was an Active Participant, but is no longer an Eligible Employee and who has an Account under the Plan.

(cc) “Investment Professional” or “Financial Advisor” or “Broker” or “Registered Investment Advisor” (collectively, the “Investment Professional”) means any (1) securities broker-dealer registered under the Securities Exchange Act of 1934, (2) bank, as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, or (3) investment advisor registered under the Investment Advisors Act of 1940 that the Employer designates as its agent for certain purposes in a separate written communication provided to the Trustee or recordkeeper.

(dd) “Leased Employee” means any individual who provides services to the Employer or a Related Employer (the “recipient”) but is not otherwise an employee of the recipient if (1) such services are provided pursuant to an agreement between the recipient and any other person (the “leasing organization”), (2) such individual has performed services for the recipient (or for the recipient and any related persons

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within the meaning of Code Section 414(n)(6)) on a substantially full-time basis for at least one year, and (3) such services are performed under primary direction of or control by the recipient. The determination of who is a Leased Employee shall be made in accordance with any rules and regulations issued by the Secretary of the Treasury or his delegate.

(ee) “Limitation Year” means the 12-consecutive-month period designated by the Employer in Subsection 1.01(f) of the Adoption Agreement. If no other Limitation Year is designated by the Employer, the Limitation Year shall be the calendar year. All qualified plans of the Employer and any Related Employer must use the same Limitation Year. If the Limitation Year is amended to a different 12-consecutive-month period, the new Limitation Year must begin on a date within the Limitation Year in which the amendment is made.

(ff) “Matching Employer Contribution” means any contribution made by the Employer to the Plan in accordance with Section 5.08 or 5.09 on account of an Active Participant’s Deferral Contributions.

(gg) “Mass Submitter Sponsor” means Fidelity Management & Research Company or its successor.

(hh) “Nonelective Employer Contribution” means any contribution made by the Employer to the Plan in accordance with Section 5.10.

(ii) “Non-Highly Compensated Employee” means any Employee who is not a Highly Compensated Employee.

(jj) “Normal Retirement Age” means the normal retirement age specified in Subsection 1.13(a) of the Adoption Agreement. If the Employer enforces a mandatory retirement age in accordance with Federal law, the Normal Retirement Age is the lesser of that mandatory age or the age specified in Subsection 1.13(a) of the Adoption Agreement.

(kk) “Participant” means any individual who is either an Active Participant or an Inactive Participant.

(ll) “Permissible Investment” means the investments specified by the Employer as available for investment of assets of the Trust and agreed to by the Trustee and the Prototype Sponsor. The Permissible Investments under the Plan shall be listed in the Service Agreement.

(mm) “Plan” means the plan established by the Employer in the form of the prototype plan, as set forth herein as a new plan or as an amendment to an existing plan, by executing the Adoption Agreement, together with any and all amendments hereto.

(nn) “Plan Year” means the 12-consecutive-month period ending on the date designated by the Employer in Subsection 1.01(d) of the Adoption Agreement, except that the initial Plan Year of a new Plan may consist of fewer than 12 months, calculated from the Effective Date listed in Subsection 1.01(g)(1) of the Adoption Agreement through the end of such initial Plan Year, in which event Compensation for such initial Plan Year shall be treated as provided in Subsection 2.01(j).

(oo) “Prototype Sponsor” means Fidelity Management & Research Company or its successor.

(pp) “Qualified Matching Employer Contribution” means any contribution made by the Employer to the Plan on account of Deferral Contributions or Employee Contributions made by or on

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behalf of Active Participants in accordance with Section 5.09, that may be included in determining whether the Plan meets the “ADP” test described in Section 6.03.

(qq) “Qualified Nonelective Employer Contribution” means any contribution made by the Employer to the Plan on behalf of Non-Highly Compensated Employees in accordance with Section 5.07, that may be included in determining whether the Plan meets the “ADP” test described in Section 6.03 or the “ACP” test described in Section 6.06.

(rr) “Reemployment Commencement Date” means the date on which an Employee who terminates employment with the Employer and all Related Employers first performs an Hour of Service following such termination of employment.

(ss) “Related Employer” means any employer other than the Employer named in Subsection 1.02(a) of the Adoption Agreement if the Employer and such other employer are members of a controlled group of corporations (as defined in Code Section 414(b)) or an affiliated service group (as defined in Code Section 414(m)), or are trades or businesses (whether or not incorporated) which are under common control (as defined in Code Section 414(c)), or such other employer is required to be aggregated with the Employer pursuant to regulations issued under Code Section 414(o); provided, however, that if Article 1 of the Employer’s Plan is a Standardized Adoption Agreement, for purposes of Subsection 1.02(b) of the Adoption Agreement, the term “Related Employer” shall not include any employer that becomes a Related Employer as a result of an asset or stock acquisition, merger or other similar transaction with respect to any period prior to the earlier of (1) the date as of which Subsection 1.02(b) of the Adoption Agreement is amended to name such employer or (2) the first day of the second Plan Year beginning after the date of such transaction.

(tt) “Required Beginning Date” means:

(1) for a Participant who is not a five percent owner, April 1 of the calendar year following the calendar year in which occurs the later of (i) the Participant’s retirement or (ii) the Participant’s attainment of age 70 ¨; provided, however, that a Participant may elect to have his Required Beginning Date determined without regard to the provisions of clause (i).

(2) for a Participant who is a five percent owner, April 1 of the calendar year following the calendar year in which the Participant attains age 70 ¨.

Once the Required Beginning Date of a five percent owner or a Participant who has elected to have his Required Beginning Date determined in accordance with the provisions of Section 2.01(tt)(1)(ii) has occurred, such Required Beginning Date shall not be re-determined, even if the Participant ceases to be a five percent owner in a subsequent year or continues in employment with the Employer or a Related Employer.

For purposes of this Subsection 2.01(tt), a Participant is treated as a five percent owner if such Participant is a five percent owner as defined in Code Section 416(i) (determined in accordance with Code Section 416 but without regard to whether the Plan is top-heavy) at any time during the Plan Year ending with or within the calendar year in which such owner attains age 70 ¨.

(uu) “Rollover Contribution” means any distribution from a qualified plan (or an individual retirement account holding only assets allocable to a distribution from a qualified plan) that an Employee elects to contribute to the Plan in accordance with the provisions of Section 5.06.

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(vv) “Self-Employed Individual” means an individual who has Earned Income for the taxable year from the Employer or who would have had Earned Income but for the fact that the trade or business had no net profits for the taxable year, including, but not limited to, a partner in a partnership, a sole proprietor, a member in a limited liability company or a shareholder in a subchapter S corporation.

(ww) “Service Agreement” means the agreement between the Employer and the Prototype Sponsor (or an agent or affiliate of the Prototype Sponsor) relating to the provision of investment and other services to the Plan and shall include any addendum to the agreement and any other separate written agreement between the Employer and the Prototype Sponsor (or an agent or affiliate of the Prototype Sponsor) relating to the provision of services to the Plan.

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

(yy) “Trust” means the trust created by the Employer in accordance with the provisions of Section 20.01.

(zz) “Trust Agreement” means the agreement between the Employer and the Trustee, as set forth in Article 20, under which the assets of the Plan are held, administered, and managed.

(aaa) “Trustee” means the trustee designated in Section 1.03 of the Adoption Agreement, or its successor. The term Trustee shall include any delegate of the Trustee as may be provided in the Trust Agreement.

(bbb) “Trust Fund” means the property held in Trust by the Trustee for the Accounts of Participants and their Beneficiaries.

(ccc) “Vesting Service” means an Employee’s service that is taken into account in determining his vested interest in his Matching Employer and Nonelective Employer Contributions Accounts as may be required under Section 1.15 of the Adoption Agreement. Vesting Service shall be credited in accordance with Article 3.

2.02. Pronouns. Pronouns used in the Plan are in the masculine gender but include the feminine gender unless the context clearly indicates otherwise.

2.03. Special Effective Dates. Some provisions of the Plan are only effective beginning as of a specified date or until a specified date. Any such special effective dates are specified within Plan text where applicable and are exceptions to the general Plan Effective Date as defined in Section 2.01(o).

Article 3. Service.

3.01. Crediting of Eligibility Service. If the Employer has selected an Eligibility Service requirement in Subsection 1.04(b) of the Adoption Agreement for an Eligible Employee to become an Active Participant, Eligibility Service shall be credited to an Employee as follows:

(a) If the Employer has selected the one or two year(s) of Eligibility Service requirement described in Subsection 1.04(b)(1)(C) or (D) of the Adoption Agreement, an Employee shall be credited with a year of Eligibility Service for each Eligibility Computation Period during which the Employee has been credited with at least 1,000 Hours of Service.

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(b) If the Employer has selected the months of Eligibility Service requirement described in Subsection 1.04(b)(1)(B) of the Adoption Agreement, an Employee shall be credited with Eligibility Service for the aggregate of the periods beginning with the Employee’s Employment Commencement Date (or Reemployment Commencement Date) and ending on his subsequent Severance Date; provided, however, that an Employee who has a Reemployment Date within the 12-consecutive-month period following the earlier of the first date of his absence or his Severance Date shall be credited with Eligibility Service for the period between his Severance Date and his Reemployment Date. Months of Eligibility Service shall be measured from the Employee’s Employment Commencement Date or Reemployment Commencement Date to the coinciding date in the applicable following month.

3.02. Re-Crediting of Eligibility Service Following Termination of Employment. An Employee whose employment with the Employer and all Related Employers terminates and who is subsequently reemployed by the Employer or a Related Employer shall be re-credited upon reemployment with his Eligibility Service earned prior to his termination of employment.

3.03. Crediting of Vesting Service. If the Plan provides for Matching Employer and/or Nonelective Employer Contributions that are not 100 percent vested when made, Vesting Service shall be credited to an Employee for the aggregate of the periods beginning with the Employee’s Employment Commencement Date (or Reemployment Commencement Date) and ending on his subsequent Severance Date; provided, however, that an Employee who has a Reemployment Date within the 12-consecutive-month period following the earlier of the first date of his absence or his Severance Date shall be credited with Vesting Service for the period between his Severance Date and his Reemployment Date. Fractional periods of a year shall be expressed in terms of days.

3.04. Application of Vesting Service to a Participant’s Account Following a Break in Vesting Service. The following rules describe how Vesting Service earned before and after a Break in Vesting Service shall be applied for purposes of determining a Participant’s vested interest in his Matching Employer and Nonelective Employer Contributions Accounts.

(a) If a Participant incurs five-consecutive Breaks in Vesting Service, all years of Vesting Service earned by the Employee after such Breaks in Service shall be disregarded in determining the Participant’s vested interest in his Matching Employer and Nonelective Employer Contributions Account balances attributable to employment before such Breaks in Vesting Service. However, Vesting Service earned both before and after such Breaks in Vesting Service shall be included in determining the Participant’s vested interest in his Matching Employer and Nonelective Employer Contributions Account balances attributable to employment after such Breaks in Vesting Service.

(b) If a Participant incurs fewer than five-consecutive Breaks in Vesting Service, Vesting Service earned both before and after such Breaks in Vesting Service shall be included in determining the Participant’s vested interest in his Matching Employer and Nonelective Employer Contributions Account balances attributable to employment both before and after such Breaks in Vesting Service.

3.05. Service with Predecessor Employer. If the Plan is the plan of a predecessor employer, an Employee’s Eligibility and Vesting Service shall include years of service with such predecessor employer. In any case in which the Plan is not the plan maintained by a predecessor employer, service for such predecessor employer shall be treated as Eligibility and Vesting Service if so specified in Section 1.16 of the Adoption Agreement.

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3.06. Change in Service Crediting. If an amendment to the Plan or a transfer from employment as an Employee covered under another qualified plan maintained by the Employer or a Related Employer results in a change in the method of crediting Eligibility and/or Vesting Service with respect to a Participant between the Hours of Service crediting method set forth in Section 2530.200b-2 of the Department of Labor Regulations and the elapsed-time crediting method set forth in Section 1.410(a)-7 of the Treasury Regulations, each Participant with respect to whom the method of crediting Eligibility and/or Vesting Service is changed shall be treated in the manner set forth in Section 1.410(a)-7(f)(1) of the Treasury Regulations which are incorporated herein by reference.

Article 4. Participation.

4.01. Date of Participation. If the Plan is an amendment and restatement of a prior plan, all Eligible Employees who were active participants in the Plan immediately prior to the Effective Date shall continue as Active Participants on the Effective Date. All Eligible Employees who are in the service of the Employer on the Effective Date (and, if this is an amendment and restatement of a prior plan, were not active participants in the prior plan immediately prior to the Effective Date) shall become Active Participants on the date elected by the Employer in Subsection 1.04(f) of the Adoption Agreement. Any other Eligible Employee shall become an Active Participant in the Plan on the Entry Date coinciding with or immediately following the date on which he first satisfies the eligibility requirements set forth in Subsections 1.04(a) and 1.04(b) of the Adoption Agreement.

The Employer may elect different Eligibility Service requirements for purposes of eligibility (a) to make Deferral Contributions and (b) to receive Nonelective and/or Matching Employer Contributions. Any Eligibility Service requirement that the Employer elects to apply in determining an Eligible Employee’s eligibility to make Deferral Contributions shall also apply in determining an Eligible Employee’s eligibility to make Employee Contributions, if Employee Contributions are permitted under the Plan, and to receive Qualified Nonelective Employer Contributions. If an Employer elects to have different Eligibility Service requirements apply, an Eligible Employee who has met the eligibility requirements with respect to certain contributions, but who has not met the eligibility requirements with respect to other contributions, shall become an Active Participant in accordance with the provisions of the preceding paragraph, but only with respect to the contributions for which he has met the eligibility requirements.

4.02. Transfers Out of Covered Employment. If any Active Participant ceases to be an Eligible Employee, but continues in the employ of the Employer or a Related Employer, such Employee shall cease to be an Active Participant, but shall continue as an Inactive Participant until his entire Account balance is forfeited or distributed. An Inactive Participant shall not be entitled to receive an allocation of contributions or forfeitures under the Plan for the period that he is not an Eligible Employee and wages and other payments made to him by the Employer or a Related Employer for services other than as an Eligible Employee shall not be included in Compensation for purposes of determining the amount and allocation of any contributions to the Account of such Inactive Participant. Such Inactive Participant shall continue to receive credit for Vesting Service completed during the period that he continues in the employ of the Employer or a Related Employer.

4.03. Transfers Into Covered Employment. If an Employee who is not an Eligible Employee becomes an Eligible Employee, such Eligible Employee shall become an Active Participant immediately as of his transfer date if such Eligible Employee has already satisfied the eligibility requirements and would have otherwise previously become an Active Participant in accordance with Section 4.01. Otherwise, such Eligible Employee shall become an Active Participant in accordance with Section 4.01.

Wages and other payments made to an Employee prior to his becoming an Eligible Employee by the Employer or a Related Employer for services other than as an Eligible Employee shall not be included in Compensation for purposes of determining the amount and allocation of any contributions to the Account of such Eligible Employee.

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4.04. Resumption of Participation Following Reemployment. If a Participant who terminates employment with the Employer and all Related Employers is reemployed as an Eligible Employee, he shall again become an Active Participant on his Reemployment Date. Any other Employee who terminates employment with the Employer and all Related Employers and is reemployed by the Employer or a Related Employer shall become an Active Participant as provided in Section 4.01 or 4.03. Any distribution which a Participant is receiving under the Plan at the time he is reemployed by the Employer or a Related Employer shall cease except as otherwise required under Section 12.04.

Article 5. Contributions.

5.01. Contributions Subject to Limitations. All contributions made to the Plan under this Article 5 shall be subject to the limitations contained in Article 6.

5.02. Compensation Taken into Account in Determining Contributions. In determining the amount or allocation of any contribution that is based on a percentage of Compensation, only Compensation paid to a Participant for services rendered to the Employer while employed as an Eligible Employee shall be taken into account. Except as otherwise specifically provided in this Article 5, for purposes of determining the amount and allocation of contributions under this Article 5, Compensation shall not include reimbursements or other expense allowances, fringe benefits (cash and non-cash), moving expenses, deferred compensation, welfare benefits, and any items elected by the Employer with respect to such contributions in Subsection 1.05(a) or (b), as applicable, of the Adoption Agreement, but shall include amounts that are not includable in the gross income of the Participant under a salary reduction agreement by reason of the application of Code Section 125, 132(f)(4), 402(e)(3), 402(h), or 403(b).

If the initial Plan Year of a new plan consists of fewer than 12 months, calculated from the Effective Date listed in Subsection 1.01(g)(1) of the Adoption Agreement through the end of such initial Plan Year, except as otherwise provided in this paragraph, Compensation for purposes of determining the amount and allocation of contributions under this Article 5 for such initial Plan Year shall include only Compensation for services during the period beginning on the Effective Date listed in Subsection 1.01(g)(1) of the Adoption Agreement and ending on the last day of the initial Plan Year. Notwithstanding the foregoing, if the Plan is a profit sharing plan, Compensation for purposes of determining the amount and allocation of non-safe harbor Nonelective Employer Contributions under this Article 5 for such initial Plan Year shall include Compensation for the full 12-consecutive-month period ending on the last day of the initial Plan Year.

5.03. Deferral Contributions. If so provided by the Employer in Subsection 1.07(a) of the Adoption Agreement, each Active Participant may elect to execute a salary reduction agreement with the Employer to reduce his Compensation by a specified percentage or dollar amount, not exceeding the percentage specified by the Employer in Subsection 1.07(a)(1) of the Adoption Agreement, per payroll period, subject to any exceptions elected by the Employer in Subsections 1.07(a)(2) and (3) of the Adoption Agreement, and equal to a whole number multiple of one percent. If elected by the Employer in Subsection 1.07(a)(1)(A) of the Adoption Agreement, in lieu of specifying a percentage of Compensation reduction, an Active Participant may elect to reduce his Compensation by a specified dollar amount per payroll period, provided that such dollar amount may not exceed the percentage of Compensation specified by the Employer in Subsection 1.07(a)(1) of the Adoption Agreement, subject to any exceptions elected by the Employer in Subsections 1.07(a)(2) and (3) of the Adoption Agreement.

An Active Participant’s salary reduction agreement shall become effective on the first day of the first payroll period for which the Employer can reasonably process the request, but not earlier than the later of (a) the effective date of the provisions permitting Deferral Contributions or (b) the date the Employer adopts such provisions. The Employer shall make a Deferral Contribution on behalf of the Participant corresponding to the amount of said reduction. Under no circumstances may a salary reduction agreement be adopted retroactively.

An Active Participant may elect to change or discontinue the percentage or dollar amount by which his Compensation is reduced by notice to the Employer as provided in Subsection 1.07(a)(1)(B) or (C) of the Adoption

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Agreement. Notwithstanding the Employer’s election in Subsection 1.07(a)(1)(B) or (C) of the Adoption Agreement, if the Employer has elected one of the safe harbor contributions in Subsection 1.10(a)(3) or 1.11(a)(3) of the Adoption Agreement, an Active Participant may elect to change or discontinue the percentage or dollar amount by which his Compensation is reduced by notice to the Employer within a reasonable period, as specified by the Employer (but not less than 30 days), of receiving the notice described in Section 6.10.

5.04. Employee Contributions. If the Employer elected to permit Deferral Contributions in Subsection 1.07(a) of the Adoption Agreement and if so provided by the Employer in Subsection 1.08(a)(1) of the Adoption Agreement, each Active Participant may elect to make non-deductible Employee Contributions to the Plan in accordance with the rules and procedures established by the Employer and in an amount not less than one percent of such Participant’s Compensation for the Plan Year.

5.05. No Deductible Employee Contributions. No deductible Employee Contributions may be made to the Plan. Deductible Employee Contributions made prior to January 1, 1987 shall be maintained in a separate Account. No part of the deductible Employee Contributions Account shall be used to purchase life insurance.

5.06. Rollover Contributions. An Eligible Employee who is or was entitled to receive an eligible rollover distribution, as defined in Code Section 402(c)(4) and Treasury Regulations issued thereunder, from a qualified plan (or an individual retirement account holding only assets attributable to a distribution from a qualified plan) may elect to contribute all or any portion of such distribution to the Trust directly from such qualified plan or individual retirement account or within 60 days of receipt of such distribution to the Eligible Employee. Rollover Contributions shall only be made in the form of cash, allowable Fund Shares, or, if and to the extent permitted by the Employer with the consent of the Trustee, promissory notes evidencing a plan loan to the Eligible Employee; provided, however, that Rollover Contributions shall only be permitted in the form of promissory notes if the Plan otherwise provides for loans.

An Eligible Employee who has not yet become an Active Participant in the Plan in accordance with the provisions of Article 4 may make a Rollover Contribution to the Plan. Such Eligible Employee shall be treated as a Participant under the Plan for all purposes of the Plan, except eligibility to have Deferral Contributions made on his behalf and to receive an allocation of Matching Employer or Nonelective Employer Contributions.

The Administrator Shall develop such procedures and require such information from Eligible Employees as it deems necessary to ensure that amounts contributed under this Section 5.06 meet the requirements for tax-deferred rollovers established by this Section 5.06 and by Code Section 402(c). No Rollover Contributions may be made to the Plan until approved by the Administrator.

If a Rollover Contribution made under this Section 5.06 is later determined by the Administrator not to have met the requirements of this Section 5.06 or of the Code or Treasury regulations, the Trustee shall, within a reasonable time after such determination is made, and on instructions from the Administrator, distribute to the Employee the amounts then held in the Trust attributable to such Rollover Contribution.

A Participant’s Rollover Contributions Account shall be subject to the terms of the Plan, including Article 14, except as otherwise provided in this Section 5.06.

Notwithstanding any other provision of this Section 5.06, the Employer may direct the Trustee not to accept Rollover Contributions.

5.07. Qualified Nonelective Employer Contributions. The Employer may, in its discretion, make a Qualified Nonelective Employer Contribution for the Plan Year in any amount necessary to satisfy or help to satisfy the “ADP” test, described in Section 6.03, and/or the “ACP” test, described in Section 6.06. Qualified Nonelective Employer Contributions shall be made and allocated based on Participants’ “testing compensation”, as defined in Subsection 6.01(t), rather than Compensation, as defined in Subsection 2.01(j). Any Qualified Nonelective

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Employer Contribution shall be allocated among the Accounts of Non-Highly Compensated Employees who are Active Participants at any time during the Plan Year as follows:

(a) Unless the Employer elects the allocation formula in Subsection 1.09(a)(1) of the Adoption Agreement, the Qualified Nonelective Employer Contribution shall be allocated at the election of the Employer either

(1) in the ratio that each eligible Active Participant’s “testing compensation”, as defined in Subsection 6.01(t), for the Plan Year bears to the total “testing compensation” paid to all eligible Active Participants for the Plan Year; or

(2) as a uniform flat dollar amount for each eligible Active Participant for the Plan Year.

(b) If the Employer elects the allocation formula in Subsection 1.09(a)(1) of the Adoption Agreement, the Qualified Nonelective Employer Contribution shall be allocated as follows:

(1) The eligible Active Participant with the least “testing compensation”, as defined in Subsection 6.01(t), for the Plan Year shall receive an allocation equal to the lowest of:

(A) the maximum amount that may be contributed on the eligible Active Participant’s behalf under Code Section 415, taking into account all other contributions made by or on behalf of the eligible Active Participant to plans maintained by the Employer or a Related Employer that are includable as “annual additions”, as defined in Subsection 6.01(b); or

(B) the full amount of the Qualified Nonelective Employer Contribution.

(2) The eligible Active Participant with the next lowest “testing compensation”, as defined in Subsection 6.01(t), for the Plan Year shall receive an allocation equal to the lowest of:

(A) the maximum amount that may be contributed on the eligible Active Participant’s behalf under Code Section 415, taking into account all other contributions made by or on behalf of the eligible Active Participant to plans maintained by the Employer or a Related Employer that are includable as “annual additions”, as defined in Subsection 6.01(b); or

(B) the balance of any Qualified Nonelective Employer Contribution remaining after allocation is made as provided in Subsection 5.07(b)(1) above.

(3) The allocation in Subsection 5.07(b)(2) shall be applied individually to each remaining eligible Active Participant, in ascending order of “testing compensation”, until the Qualified Nonelective Employer Contribution is fully allocated. Once the Qualified Nonelective Employer Contribution is fully allocated, no further allocation shall be made to the remaining eligible Active Participants.

Active Participants shall not be required to satisfy any Hours of Service or employment requirement for the Plan Year in order to receive an allocation of Qualified Nonelective Employer Contributions.

Qualified Nonelective Employer Contributions shall be distributable only in accordance with the distribution provisions that are applicable to Deferral Contributions; provided, however, that a Participant shall not

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be permitted to take a hardship withdrawal of amounts credited to his Qualified Nonelective Employer Contributions Account after the later of December 31, 1988 or the last day of the Plan Year ending before July 1, 1989.

5.08. Matching Employer Contributions. If so provided by the Employer in Section 1.10 of the Adoption Agreement, the Employer shall make a Matching Employer Contribution on behalf of each eligible Active Participant, as determined in accordance with Subsection 1.10(d) and Section 1.12 of the Adoption Agreement, who had Deferral Contributions made on his behalf during the Contribution Period. The amount of the Matching Employer Contribution shall be determined in accordance with Subsection 1.10(a) and/or (b) and/or the Safe Harbor Matching Employer Contribution Addendum to the Adoption Agreement, as applicable.

5.09. Qualified Matching Employer Contributions. If so provided by the Employer in Subsection 1.10(e) of the Adoption Agreement, prior to making its Matching Employer Contribution (other than any safe harbor Matching Employer Contribution) to the Plan, the Employer may designate all or a portion of such Matching Employer Contribution as a Qualified Matching Employer Contribution. The Employer shall notify the Trustee of such designation at the time it makes its Matching Employer Contribution. Qualified Matching Employer Contributions shall be distributable only in accordance with the distribution provisions that are applicable to Deferral Contributions; provided, however, that a Participant shall not be permitted to take a hardship withdrawal of amounts credited to his Qualified Matching Employer Contributions Account after the later of December 31, 1988 or the last day of the Plan Year ending before July 1, 1989.

If the amount of an Employer’s Qualified Matching Employer Contribution is determined based on a Participant’s Compensation, and the Qualified Matching Employer Contribution is necessary to satisfy the “ADP” test described in Section 6.03, the compensation used in determining the amount of the Qualified Matching Employer Contribution shall be “testing compensation”, as defined in Subsection 6.01(t). If the Qualified Matching Employer Contribution is not necessary to satisfy the “ADP” test described in Section 6.03, the compensation used to determine the amount of the Qualified Matching Employer Contribution shall be Compensation as defined in Subsection 2.01(j), modified as provided in Section 5.02.

5.10. Nonelective Employer Contributions. If so provided by the Employer in Section 1.11 of the Adoption Agreement, the Employer shall make Nonelective Employer Contributions to the Trust in accordance with Subsection 1.11 (a) or (b) of the Adoption Agreement to be allocated as follows:

(a) If the Plan is a money purchase pension plan or the Employer has elected a fixed contribution formula, Nonelective Employer Contributions shall be allocated among eligible Active Participants, as determined in accordance with Subsection 1.11(c) and Section 1.12 of the Adoption Agreement, in the manner specified in Subsection 1.11(a) or the Safe Harbor Nonelective Employer Contribution Addendum to the Adoption Agreement, as applicable.

(b) If the Employer has elected a discretionary contribution amount, Nonelective Employer Contributions shall be allocated among eligible Active Participants, as determined in accordance with Subsection 1.11(c) and Section 1.12 of the Adoption Agreement, as follows:

(1) If the non-integrated formula is elected in Subsection 1.11(b)(1) of the Adoption Agreement, Nonelective Employer Contributions shall be allocated to eligible Active Participants in the ratio that each eligible Active Participant’s Compensation bears to the total Compensation paid to all eligible Active Participants for the Plan Year; provided, however, that if the Plan is or is deemed to be a “top-heavy plan”, as defined in Subsection 15.01(f), for any Plan Year, these allocation provisions shall be modified as provided in Section 15.04; or

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(2) If the integrated formula is elected in Subsection 1.11(b)(2) of the Adoption Agreement, Nonelective Employer Contributions shall be allocated in the following steps:

(A) First, to each eligible Active Participant in the same ratio that the sum of the eligible Active Participant’s Compensation and “excess Compensation” for the Plan Year bears to the sum of the Compensation and “excess Compensation” of all eligible Active Participants for the Plan Year. This allocation as a percentage of the sum of each eligible Active Participant’s Compensation and “excess Compensation” shall not exceed the “permitted disparity limit”, as defined in Section 1.11 of the Adoption Agreement.

Notwithstanding the foregoing, if in any Plan Year an eligible Active Participant has reached the “cumulative permitted disparity limit”, such eligible Active Participant shall receive an allocation under this Subsection 5.10(b)(2)(A) based on two times his Compensation for the Plan Year, rather than the sum of his Compensation and “excess Compensation” for the Plan Year. If an Active Participant did not benefit under a qualified defined benefit plan or target benefit plan for any Plan Year beginning on or after January 1, 1994, the Active Participant shall have no “cumulative disparity limit”.

(B) Second, if any Nonelective Employer Contributions remain after the allocation in Subsection 5.10(b)(2)(A), the remaining Nonelective Employer Contributions shall be allocated to each eligible Active Participant in the same ratio that the eligible Active Participant’s Compensation for the Plan Year bears to the total Compensation of all eligible Active Participants for the Plan Year.

Notwithstanding the provisions of Subsections 5.10(b)(2)(A) and (B) above, if in any Plan Year an eligible Active Participant benefits under another qualified plan or simplified employee pension, as defined in Code Section 408(k), that provides for or imputes permitted disparity, the Nonelective Employer Contributions for the Plan Year allocated to such eligible Active Participant shall be in the ratio that his Compensation for the Plan Year bears to the total Compensation paid to all eligible Active Participants.

If the Plan is or is deemed to be a “top-heavy plan”, as defined in Subsection 15.01(f), for any Plan Year, the allocation steps in Subsections 5.10(b)(2)(A) and (B) shall be modified as provided in Section 15.04.

For purposes of this Subsection 5.10(b)(2), the following definitions shall apply:

(C) “Cumulative permitted disparity limit” means 35 multiplied by the sum of an Active Participant’s annual permitted disparity fractions, as defined in Sections 1.401(1)-5(b)(3) through (b)(7) of the Treasury Regulations, attributable to the Active Participant’s total years of service under the Plan and any other qualified plan or simplified employee pension, as defined in Code Section 408(k), maintained by the Employer or a Related Employer. For each Plan Year commencing prior to January 1, 1989, the annual permitted disparity fraction shall be deemed to be one, unless the Participant never accrued a benefit under any qualified plan or simplified employee pension maintained by the Employer or a Related Employer during any such Plan Year, In determining the annual permitted disparity fraction for any Plan Year, the Employer may elect to assume that the full disparity limit has been used for such Plan Year.

(D) “Excess Compensation” means Compensation in excess of the “integration level” specified by the Employer in Subsection 1.11(b)(2) of the Adoption Agreement.

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5.11. Vested Interest in Contributions. A Participant’s vested interest in the following sub-accounts shall be 100 percent:

(a) his Deferral Contributions Account;

(b) his Qualified Nonelective Contributions Account;

(c) his Qualified Matching Employer Contributions Account;

(d) his Nonelective Employer Contributions Account attributable to Nonelective Employer Contributions made in accordance with the Safe Harbor Nonelective Employer Contribution Addendum to the Adoption Agreement that are intended to satisfy the safe harbor contribution requirement for deemed satisfaction of the “ADP” test described in Section 6.03;

(e) his Matching Employer Contributions Account attributable to Matching Employer Contributions made in accordance with the Safe Harbor Matching Employer Contribution Addendum to the Adoption Agreement that are intended to satisfy the safe harbor contribution requirement for deemed satisfaction of the “ADP” test described in Section 6.03;

(f) his Rollover Contributions Account;

(g) his Employee Contributions Account; and

(h) his deductible Employee Contributions Account.

A Participant’s vested interest in his Nonelective Employer Contributions Account attributable to Nonelective Employer Contributions other than those described in Subsection 5.11(d) above, shall be determined in accordance with the vesting schedule elected by the Employer in Subsection 1.15(b)(1) of the Adoption Agreement. A Participant’s vested interest in his Matching Employer Contributions Account attributable to Matching Employer Contributions other than those described in Subsection 5.11(e) above, shall be determined in accordance with the vesting schedule elected by the Employer in Subsection 1.15(b)(2) of the Adoption Agreement.

5.12. Time for Making Contributions. The Employer shall pay its contribution for each Plan Year not later than the time prescribed by law for filing the Employer’s Federal income tax return for the fiscal (or taxable) year with or within which such Plan Year ends (including extensions thereof).

The Employer shall remit any safe harbor Matching Employer Contributions made during a Plan Year quarter to the Trustee no later than the last day of the immediately following Plan Year quarter.

The Employer should remit Employee Contributions and Deferral Contributions to the Trustee as of the earliest date on which such contributions can reasonably be segregated from the Employer’s general assets, but not later than the 15^th business day of the calendar month following the month in which such amount otherwise would have been paid to the Participant, or within such other time frame as may be determined by applicable regulation or legislation.

The Trustee shall have no authority to inquire into the correctness of the amounts contributed and paid over to the Trustee, to determine whether any contribution is payable under this Article 5, or to enforce, by suit or otherwise, the Employer’s obligation, if any, to make a contribution to the Trustee.

5.13. Return of Employer Contributions. The Trustee shall, upon request by the Employer, return to the Employer the amount (if any) determined under Section 20.24. Such amount shall be reduced by amounts attributable thereto which have been credited to the Accounts of Participants who have since received distributions from the Trust, except to the extent such amounts continue to be credited to such Participants’ Accounts at the time the amount is returned to the Employer. Such amount shall also be reduced by the losses of the Trust attributable

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thereto, if and to the extent such losses exceed the gains and income attributable thereto, but shall not be increased by the gains and income of the Trust attributable thereto, if and to the extent such gains and income exceed the losses attributable thereto. To the extent such gains exceed losses, the gains shall be forfeited and applied as provided in Section 11.09. In no event shall the return of a contribution hereunder cause the balance of the individual Account of any Participant to be reduced to less than the balance which would have been credited to the Account had the mistaken amount not been contributed.

Article 6. Limitations on Contributions.

6.01. Special Definitions. For purposes of this Article, the following definitions shall apply:

(a) “Aggregate limit” means the greater of (1) or (2) where (1) is the sum of (A) 125 percent of the greater of the average “deferral ratio” of the Active Participants who are Non-Highly Compensated Employees for the “testing year” or the average “contribution percentage” of Active Participants who are Non-Highly Compensated Employees for the “testing year” beginning with or within the “testing year” of the cash or deferred arrangement and (B) the lesser of 200 percent or two plus the lesser of such average “deferral ratio” or average “contribution percentage” and where (2) is the sum of (A) 125 percent of the lesser of the average “deferral ratio” of the Active Participants who are Non-Highly Compensated Employees for the “testing year” or the average “contribution percentage” of the Active Participants who are Non-Highly Compensated Employees for the “testing year” beginning with or within the “testing year” of the cash or deferred arrangement and (B) the lesser of 200 percent or two plus the greater of such average “deferral ratio” or average “contribution percentage”.

(b) “Annual additions” mean the sum of the following amounts allocated to an Active Participant for a Limitation Year:

(1) all employer contributions allocated to an Active Participant’s account under qualified defined contribution plans maintained by the “415 employer”, including amounts applied to reduce employer contributions as provided under Section 11.09;

(2) all employee contributions allocated to an Active Participant’s account under a qualified defined contribution plan or a qualified defined benefit plan maintained by the “415 employer” if separate accounts are maintained with respect to such Active Participant under the defined benefit plan;

(3) all forfeitures allocated to an Active Participant’s account under a qualified defined contribution plan maintained by the “415 employer”;

(4) all amounts allocated, after March 31, 1984, to an “individual medical benefit account” which is part of a pension or annuity plan maintained by the “415 employer”;

(5) all amounts derived from contributions paid or accrued after December 31, 1985, in taxable years ending after such date, which are attributable to post-retirement medical benefits allocated to the separate account of a key employee, as defined in Code Section 419A(d)(3), under a “welfare benefit fund” maintained by the “415 employer”; and

(6) all allocations to an Active Participant under a “simplified employee pension”.

(c) “Contribution percentage” means the ratio (expressed as a percentage) of (1) the “contribution percentage amounts” allocated to an “eligible participant’s” accounts for the Plan Year to (2) the “eligible participant’s” “testing compensation” for the Plan Year.

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(d) “Contribution percentage amounts” mean:

(1) any Employee Contributions made by an “eligible participant” to the Plan;

(2) any Matching Employer Contributions, but excluding (A) Qualified Matching Employer Contributions that are taken into account in satisfying the “ADP” test described in Section 6.03 (except that such exclusion shall not apply for any Plan Year in which the “ADP” test described in Section 6.03 is deemed satisfied pursuant to Section 6.10) and (B) Matching Employer Contributions that are forfeited either to correct “excess aggregate contributions” or because the contributions to which they relate are “excess deferrals”, “excess contributions”, or “excess aggregate contributions”;

(3) at the election of the Employer, Qualified Nonelective Employer Contributions, excluding Qualified Nonelective Employer Contributions that are taken into account in satisfying the “ADP” test described in Section 6.03; and

(4) at the election of the Employer, Deferral Contributions, excluding Deferral Contributions that are taken into account in satisfying the “ADP” test described in Section 6.03.

Notwithstanding the foregoing, for any Plan Year in which the “ADP” test described in Section 6.03 is deemed satisfied pursuant to Section 6.10, “contribution percentage amounts” shall not include the following:

(5) any Deferral Contributions; and

(6) if the requirements described in Section 6.11 for deemed satisfaction of the “ACP” test with respect to Matching Employer Contributions are met, any Matching Employer Contributions; or if the requirements described in Section 6.11 for deemed satisfaction of the “ACP” test with respect to Matching Employer Contributions are not met, any Matching Employer Contributions made on behalf of an “eligible participant” for the Plan Year that do not exceed four percent of the “eligible participant’s” Compensation for the Plan Year.

To be included in determining an “eligible participant’s” “contribution percentage” for a Plan Year, Employee Contributions must be made to the Plan before the end of such Plan Year and other “contribution percentage amounts” must be allocated to the “eligible participant’s” Account as of a date within such Plan Year and made before the last day of the 12-month period immediately following the Plan Year to which the “contribution percentage amounts” relate. If an Employer has elected the prior year testing method described in Subsection 1.06(a)(2) of the Adoption Agreement, “contribution percentage amounts” that are taken into account for purposes of determining the “contribution percentages” of Non-Highly Compensated Employees for the prior year relate to such prior year. Therefore, such “contribution percentage amounts” must be made before the last day of the Plan Year being tested.

Effective for Plan Years beginning on or after January 1, 1999, if an Employer elects to change from the current year testing method described in Subsection 1.06(a)(1) of the Adoption Agreement to the prior year testing method described in Subsection 1.06(a)(2) of the Adoption Agreement, the following shall not be considered “contribution percentage amounts” for purposes of determining the “contribution percentages” of Non-Highly Compensated Employees for the prior year immediately preceding the Plan Year in which the change is effective:

(7) Qualified Matching Employer Contributions that were taken into account in satisfying the “ADP” test described in Section 6.03 for such prior year;

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(8) Qualified Nonelective Employer Contributions that were taken into account in satisfying the “ADP” test described in Section 6.03 or the “ACP” test described in Section 6.06 for such prior year; and

(9) all Deferral Contributions.

(e) “Deferral ratio” means the ratio (expressed as a percentage) of (1) the amount of “includable contributions” made on behalf of an Active Participant for the Plan Year to (2) the Active Participant’s “testing compensation” for such Plan Year. An Active Participant who does not receive “includable contributions” for a Plan Year shall have a “deferral ratio” of zero.

(f) “Defined benefit fraction” means a fraction, the numerator of which is the sum of the Active Participant’s annual benefits (adjusted to an actuarially equivalent straight life annuity if such benefit is expressed in a form other than a straight life annuity or qualified joint and survivor annuity) under all the defined benefit plans (whether or not terminated) maintained by the “415 employer”, each such annual benefit computed on the assumptions that the Active Participant shall remain in employment until the normal retirement age under each such plan (or the Active Participant’s current age, if later) and that all other factors used to determine benefits under such plan shall remain constant for all future Limitation Years, and the denominator of which is the lesser of 125 percent of the dollar limitation determined for the Limitation Year under Code Sections 415(b)(1)(A) and 415(d) or 140 percent of the Active Participant’s highest average Compensation for three consecutive calendar years of service during which the Active Participant was active in each such plan, including any adjustments under Code Section 415(b). However, if the Active Participant was a participant as of the first day of the first Limitation Year beginning after December 31, 1986, in one or more defined benefit plans maintained by the “415 employer” which were in existence on May 6, 1986 then the denominator of the “defined benefit fraction” shall not be less than 125 percent of the Active Participant’s total accrued benefit as of the close of the last Limitation Year beginning before January 1, 1987, disregarding any changes in the terms and conditions of such plans made after May 5, 1986, under all such defined benefit plans that met, individually and in the aggregate, the requirements of Code Section 415 for all Limitation Years beginning before January 1, 1987.

(g) “Defined contribution fraction” means a fraction, the numerator of which is the sum of all “annual additions” credited to an Active Participant for the current Limitation Year and all prior Limitation Years and the denominator of which is the sum of the “maximum permissible amounts” for the current Limitation Year and all prior Limitation Years during which the Participant was an Employee (regardless of whether the “415 employer” maintained a defined contribution plan in any such Limitation Year).

If the Active Participant was a participant as of the first day of the first Limitation Year beginning after December 31, 1986, in one or more defined contribution plans maintained by the “415 employer” which were in existence on May 6, 1986, then the numerator of the “defined contribution fraction” shall be adjusted if the sum of this fraction and the “defined benefit fraction” would otherwise exceed 1.0 under the terms of the Plan. Under the adjustment an amount equal to the product of (1) the excess of the sum of the fractions over 1.0 and (2) the denominator of this fraction shall be permanently subtracted from the numerator of this fraction. The adjustment is calculated using the fractions as they would be computed as of the end of the last Limitation Year beginning before January 1, 1987, and disregarding any changes in the terms and conditions of the plans made after May 6, 1986, but using the Section 415 limitation applicable to the first Limitation Year beginning on or after January 1, 1987.

For purposes of determining the “defined contribution fraction”, the “annual additions” for Limitation Years beginning before January 1, 1987 shall not be recomputed to treat all employee contributions as “annual additions”.

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(h) “Determination year” means (1) for purposes of determining income or loss with respect to “excess deferrals”, the calendar year in which the “excess deferrals” were made and (2) for purposes of determining income or loss with respect to “excess contributions”, and “excess aggregate contributions”, the Plan Year in which such “excess contributions” or “excess aggregate contributions” were made.

(i) “Elective deferrals” mean all employer contributions, other than Deferral Contributions, made on behalf of a Participant pursuant to an election to defer under any qualified CODA as described in Code Section 401(k), any simplified employee pension cash or deferred arrangement as described in Code Section 402(h)(1)(B), any eligible deferred compensation plan under Code Section 457, any plan as described under Code Section 50l(c)(18), and any employer contributions made on behalf of a Participant pursuant to a salary reduction agreement for the purchase of an annuity contract under Code Section 403(b). “Elective deferrals” shall not include any deferrals properly distributed as excess “annual additions”.

(j) “Eligible participant” means any Active Participant who is eligible to make Employee Contributions, or Deferral Contributions (if the Employer takes such contributions into account in calculating “contribution percentages”), or to receive a Matching Employer Contribution. Notwithstanding the foregoing, the term “eligible participant” shall not include any Active Participant who is included in a unit of Employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between employee representatives and one or more employers.

(k) “Excess aggregate contributions” with respect to any Plan Year mean the excess of

(1) The aggregate “contribution percentage amounts” actually taken into account in computing the average “contribution percentages” of “eligible participants” who are Highly Compensated Employees for such Plan Year, over

(2) The maximum amount of “contribution percentage amounts” permitted to be made on behalf of Highly Compensated Employees under Section 6.06 (determined by reducing “contribution percentage amounts” made for the Plan Year on behalf of “eligible participants” who are Highly Compensated Employees in order of their “contribution percentages” beginning with the highest of such “contribution percentages”).

“Excess aggregate contributions” shall be determined after first determining “excess deferrals” and then determining “excess contributions”.

(l) “Excess contributions” with respect to any Plan Year mean the excess of

(1) The aggregate amount of “includable contributions” actually taken into account in computing the average “deferral percentage” of Active Participants who are Highly Compensated Employees for such Plan Year, over

(2) The maximum amount of “includable contributions” permitted to be made on behalf of Highly Compensated Employees under Section 6.03 (determined by reducing “includable contributions” made for the Plan Year on behalf of Active Participants who are Highly Compensated Employees in order of their “deferral ratios”, beginning with the highest of such “deferral ratios”).

(m) “Excess deferrals” mean those Deferral Contributions and/or “elective deferrals” that are includable in a Participant’s gross income under Code Section 402(g) to the extent such Participant’s Deferral Contributions and/or “elective deferrals” for a calendar year exceed the dollar limitation under such Code Section for such calendar year.

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(n) “Excess 415 amount” means the excess of an Active Participant’s “annual additions” for the Limitation Year over the “maximum permissible amount”.

(o) “415 employer” means the Employer and any other employers which constitute a controlled group of corporations (as defined in Code Section 414(b) as modified by Code Section 415 (h)) or which constitute trades or businesses (whether or not incorporated) which are under common control (as defined in Code Section 414(c) as modified by Code Section 415(h)) or which constitute an affiliated service group (as defined in Code Section 414(m)) and any other entity required to be aggregated with the Employer pursuant to regulations issued under Code Section 414(o).

(p) “Includable contributions” mean:

(1) any Deferral Contributions made on behalf of an Active Participant, including “excess deferrals” of Highly Compensated Employees, but excluding (a) “excess deferrals” of Non-Highly Compensated Employees that arise solely from Deferral Contributions made under the Plan or plans maintained by the Employer or a Related Employer and (b) Deferral Contributions that are taken into account in satisfying the “ACP” test described in Section 6.06;

(2) at the election of the Employer, Qualified Nonelective Employer Contributions, excluding Qualified Nonelective Employer Contributions that are taken into account in satisfying the “ACP” test described in Section 6.06; and

(3) at the election of the Employer, Qualified Matching Employer Contributions; provided, however, that the Employer may not elect to treat Qualified Matching Employer Contributions as “includable contributions” for any Plan Year in which the “ADP” test described in Section 6.03 is deemed satisfied pursuant to Section 6.10.

To be included in determining an Active Participant’s “deferral ratio” for a Plan Year, “includable contributions” must be allocated to the Participant’s Account as of a date within such Plan Year and made before the last day of the 12-month period immediately following the Plan Year to which the “includable contributions” relate. If an Employer has elected the prior year testing method described in Subsection 1.06(a)(2) of the Adoption Agreement, “includable contributions” that are taken into account for purposes of determining the “deferral ratios” of Non-Highly Compensated Employees for the prior year relate to such prior year. Therefore, such “includable contributions” must be made before the last day of the Plan Year being tested.

Effective for Plan Years beginning on or after January 1, 1999, if an Employer elects to change from the current year testing method described in Subsection 1.06(a)(1) of the Adoption Agreement to the prior year testing method described in Subsection 1.06(a)(2) of the Adoption Agreement, the following shall not be considered “includable contributions” for purposes of determining the “deferral ratios” of Non-Highly Compensated Employees for the prior year immediately preceding the Plan Year in which the change is effective:

(4) Deferral Contributions that were taken into account in satisfying the “ACP” test described in Section 6.06 for such prior year;

(5) Qualified Nonelective Employer Contributions that were taken into account in satisfying the “ADP” test described in Section 6.03 or the “ACP” test described in Section 6.06 for such prior year; and

(6) all Qualified Matching Employer Contributions.

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(q) “Individual medical benefit account” means an individual medical benefit account as defined in Code Section 415(1)(2).

(r) “Maximum permissible amount” means for a Limitation Year with respect to any Active Participant the lesser of (1) $30,000 (adjusted as provided in Code Section 415(d)) or (2) 25 percent of the Active Participant’s Compensation for the Limitation Year. If a short Limitation Year is created because of an amendment changing the Limitation Year to a different 12-consecutive-month period, the dollar limitation specified in clause (1) above shall be adjusted by multiplying it by a fraction the numerator of which is the number of months in the short Limitation Year and the denominator of which is 12.

The Compensation limitation specified in clause (2) above shall not apply to any contribution for medical benefits within the meaning of Code Section 401(h) or 419A(f)(2) after separation from service which is otherwise treated as an “annual addition” under Code Section 419A(d)(2) or 415(1)(1).

(s) “Simplified employee pension” means a simplified employee pension as defined in Code Section 408(k).

(t) “Testing compensation” means compensation as defined in Code Section 414(s). “Testing compensation” shall be based on the amount actually paid to a Participant during the “testing year” or, at the option of the Employer, during that portion of the “testing year” during which the Participant is an Active Participant; provided, however, that if the Employer elected different Eligibility Service requirements for purposes of eligibility to make Deferral Contributions and to receive Matching Employer Contributions, then “testing compensation” must be based on the amount paid to a Participant during the full “testing year”.

The annual “testing compensation” of each Active Participant taken into account in applying the “ADP” test described in Section 6.03 and the “ACP” test described in Section 6.06 for any “testing year” shall not exceed the annual compensation limit under Code Section 401(a)(17) as in effect on the first day of the “testing year”. This limit shall be adjusted by the Secretary to reflect increases in the cost of living, as provided in Code Section 401(a)(17)(B); provided, however, that the dollar increase in effect on January 1 of any calendar year is effective for “testing years” beginning in such calendar year. If a Plan determines “testing compensation” over a period that contains fewer than 12 calendar months (a “short determination period”), then the Compensation limit for such “short determination period” is equal to the Compensation limit for the calendar year in which the “short determination period” begins multiplied by the ratio obtained by dividing the number of full months in the “short determination period” by 12; provided, however, that such proration shall not apply if there is a “short determination period” because (1) the Employer elected in accordance with any rules and regulations issued by the Secretary of the Treasury or his delegate to apply the “ADP” test described in Section 6.03 and/or the “ACP” test described in Section 6.06 based only on Compensation paid during the portion of the “testing year” during which an individual was an Active Participant or (2) an Employee is covered under the Plan for fewer than 12 calendar months.

(u) “Testing year” means

(1) if the Employer has elected the current year testing method in Subsection 1.06(a)(1) of the Adoption Agreement, the Plan Year being tested.

(2) if the Employer has elected the prior year testing method in Subsection 1.06(a)(2) of the Adoption Agreement, the Plan Year immediately preceding the Plan Year being tested.

(v) “Welfare benefit fund” means a welfare benefit fund as defined in Code Section 419(e).

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6.02. Code Section 402(g) Limit on Deferral Contributions. In no event shall the amount of Deferral Contributions made under the Plan for a calendar year, when aggregated with the “elective deferrals” made under any other plan maintained by the Employer or a Related Employer, exceed the dollar limitation contained in Code Section 402(g) in effect at the beginning of such calendar year.

A Participant may assign to the Plan any “excess deferrals” made during a calendar year by notifying the Administrator on or before March 15 following the calendar year in which the “excess deferrals” were made of the amount of the “excess deferrals” to be assigned to the Plan. A Participant is deemed to notify the Administrator of any “excess deferrals” that arise by taking into account only those Deferral Contributions made to the Plan and those “elective deferrals” made to any other plan maintained by the Employer or a Related Employer. Notwithstanding any other provision of the Plan, “excess deferrals”, plus any income and minus any loss allocable thereto, as determined under Section 6.09, shall be distributed no later than April 15 to any Participant to whose Account “excess deferrals” were so assigned for the preceding calendar year and who claims “excess deferrals” for such calendar year.

Any Matching Employer Contributions attributable to “excess deferrals”, plus any income and minus any loss allocable thereto, as determined under Section 6.09, shall be forfeited and applied as provided in Section 11.09.

“Excess deferrals” shall be treated as “annual additions” under the Plan, unless such amounts are distributed no later than the first April 15 following the close of the calendar year in which the “excess deferrals” were made.

6.03. Additional Limit on Deferral Contributions (“ADP” Test). Notwithstanding any other provision of the Plan to the contrary, the Deferral Contributions made with respect to a Plan Year on behalf of Active Participants who are Highly Compensated Employees for such Plan Year may not result in an average “deferral ratio” for such Active Participants that exceeds the greater of:

(a) the average “deferral ratio” for the “testing year” of Active Participants who are Non-Highly Compensated Employees for the “testing year” multiplied by 1.25; or

(b) the average “deferral ratio” for the “testing year” of Active Participants who are Non-Highly Compensated Employees for the “testing year” multiplied by two, provided that the average “deferral ratio” for Active Participants who are Highly Compensated Employees for the Plan Year being tested does not exceed the average “deferral ratio” for Participants who are Non-Highly Compensated Employees for the “testing year” by more than two percentage points.

For the first Plan Year in which the Plan provides a cash or deferred arrangement, the average “deferral ratio” for Active Participants who are Non-Highly Compensated Employees used in determining the limits applicable under Subsections 6.03(a) and (b) shall be either three percent or the actual average “deferral ratio” for such Active Participants for such first Plan Year, as elected by the Employer in Section 1.06(b) of the Adoption Agreement.

The deferral ratios of Active Participants who are included in a unit of Employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement shall be disaggregated from the “deferral ratios” of other Active Participants and the provisions of this Section 6.03 shall be applied separately with respect to each group.

The “deferral ratio” for any Active Participant who is a Highly Compensated Employee for the Plan Year being tested and who is eligible to have “includable contributions” allocated to his accounts under two or more cash or deferred arrangements described in Code Section 401(k) that are maintained by the Employer or a Related Employer, shall be determined as if such “includable contributions” were made under a single arrangement. If a Highly Compensated Employee participates in two or more cash or deferred arrangements that have different plan

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years, all cash or deferred arrangements ending with or within the same calendar year shall be treated as a single arrangement. Notwithstanding the foregoing, certain plans shall be treated as separate if mandatorily disaggregated under regulations under Code Section 401(k).

If this Plan satisfies the requirements of Code Section 401(k), 401(a)(4), or 410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of such Code Sections only if aggregated with this Plan, then this Section 6.03 shall be applied by determining the “deferral ratios” of Employees as if all such plans were a single plan. Plans may be aggregated in order to satisfy Code Section 401(k) only if they have the same plan year.

The Employer shall maintain records sufficient to demonstrate satisfaction of the “ADP” test and the amount of Qualified Nonelective and/or Qualified Matching Employer Contributions used in such test.

6.04. Allocation and Distribution of “Excess Contributions”. Notwithstanding any other provision of this Plan, the “excess contributions” allocable to the Account of a Participant, plus any income and minus any loss allocable thereto, as determined under Section 6.09, shall be distributed to the Participant no later than the last day of the Plan Year immediately following the Plan Year in which the “excess contributions” were made. If such excess amounts are distributed more than 2 ñ months after the last day of the Plan Year in which the “excess contributions” were made, a ten percent excise tax shall be imposed on the Employer maintaining the Plan with respect to such amounts.

The “excess contributions” allocable to a Participant’s Account shall be determined by reducing the “includable contributions” made for the Plan Year on behalf of Active Participants who are Highly Compensated Employees in order of the dollar amount of such “includable contributions”, beginning with the highest such dollar amount.

“Excess contributions” shall be treated as “annual additions”.

Any Matching Employer Contributions attributable to “excess contributions”, plus any income and minus any loss allocable thereto, as determined under Section 6.09, shall be forfeited and applied as provided in Section 11.09.

6.05. Reductions in Deferral Contributions to Meet Code Requirements. If the Administrator anticipates that the Plan will not satisfy the “ADP” and/or “ACP” test for the year, the Administrator may objectively reduce the rate of Deferral Contributions of Participants who are Highly Compensated Employees to an amount determined by the Administrator to be necessary to satisfy the “ADP” and/or “ACP” test.

6.06. Limit on Matching Employer Contributions and Employee Contributions (“ACP” Test). The provisions of this Section 6.06 shall not apply to Active Participants who are included in a unit of Employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between employee representatives and one or more employers.

Notwithstanding any other provision of the Plan to the contrary, Matching Employer Contributions and Employee Contributions made with respect to a Plan Year by or on behalf of “eligible participants” who are Highly Compensated Employees for such Plan Year may not result in an average “contribution percentage” for such “eligible participants” that exceeds the greater of:

(a) the average “contribution percentage” for the “testing year” of “eligible participants” who are Non-Highly Compensated Employees for the “testing year” multiplied by 1.25; or

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(b) the average “contribution percentage” for the “testing year” of “eligible participants” who are Non-Highly Compensated Employees for the “testing year” multiplied by two, provided that the average “contribution percentage” for the Plan Year being tested of “eligible participants” who are Highly Compensated Employees does not exceed the average “contribution percentage” for the “testing year” of “eligible participants” who are Non-Highly Compensated Employees for the “testing year” by more than two percentage points.

For the first Plan Year in which the Plan provides for “contribution percentage amounts” to be made, the “ACP” for “eligible participants” who are Non-Highly Compensated Employees used in determining the limits applicable under paragraphs (a) and (b) of this Section 6.06 shall be either three percent or the actual “ACP” of such eligible participants for such first Plan Year, as elected by the Employer in Section 1.06(b).

The “contribution percentage” for any “eligible participant” who is a Highly Compensated Employee for the Plan Year and who is eligible to have “contribution percentage amounts” allocated to his accounts under two or more plans described in Code Section 401(a) that are maintained by the Employer or a Related Employer, shall be determined as if such “contribution percentage amounts” were contributed under a single plan. If a Highly Compensated Employee participates in two or more such plans that have different plan years, all plans ending with or within the same calendar year shall be treated as a single plan. Notwithstanding the foregoing, certain plans shall be treated as separate if mandatorily disaggregated under Treasury Regulations issued under Code Section 401(m).

If this Plan satisfies the requirements of Code Section 401(m), 401(a)(4) or 410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of such Code Sections only if aggregated with this Plan, then this Section 6.06 shall be applied by determining the “contribution percentages” of Employees as if all such plans were a single plan. Plans may be aggregated in order to satisfy Code Section 401(m) only if they have the same plan year.

The Employer shall maintain records sufficient to demonstrate satisfaction of the “ACP” test and the amount of Deferral Contributions, Qualified Nonelective Employer Contributions, and/or Qualified Matching Employer Contributions used in such test.

6.07. Allocation, Distribution, and Forfeiture of “Excess Aggregate Contributions”. Notwithstanding any other provision of the Plan, the “excess aggregate contributions” allocable to the Account of a Participant, plus any income and minus any loss allocable thereto, as determined under Section 6.09, shall be forfeited, if forfeitable, or if not forfeitable, distributed to the Participant no later than the last day of the Plan Year immediately following the Plan Year in which the “excess aggregate contributions” were made. If such excess amounts are distributed more than 2½ months after the last day of the Plan Year in which such “excess aggregate contributions” were made, a ten percent excise tax shall be imposed on the Employer maintaining the Plan with respect to such amounts.

The “excess aggregate contributions” allocable to a Participant’s Account shall be determined by reducing the “contribution percentage amounts” made for the Plan Year on behalf of “eligible participants” who are Highly Compensated Employees in order of the dollar amount of such “contribution percentage amounts”, beginning with the highest such dollar amount.

“Excess aggregate contributions” shall be treated as “annual additions”.

“Excess aggregate contributions” shall be forfeited or distributed from a Participant’s Employee Contributions Account, Matching Employer Contributions Account and if applicable, the Participant’s Deferral Contributions Account and/or Qualified Nonelective Employer Contributions Account in the order prescribed by the Employer, who shall direct the Trustee, and which order shall be uniform with respect to all Participants and non-discriminatory.

Forfeitures of “excess aggregate contributions” shall be applied as provided in Section 11.09.

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6.08. Aggregate Limit on “Contribution Percentage Amounts” and “Includable Contributions”. The sum of the average “deferral ratio” and the average “contribution percentage” of those Active Participants who are Highly Compensated Employees during the Plan Year shall not exceed the “aggregate limit”. The average “deferral ratio” and average “contribution percentage” of such Active Participants shall be determined after any corrections required to meet the “ADP” test, described in Section 6.03, and the “ACP” test, described in Section 6.06, have been made. Notwithstanding the foregoing, the “aggregate limit” shall not be exceeded if either the average “deferral ratio” or the average “contribution percentage” of such Active Participants for the Plan Year does not exceed 1.25 multiplied by the average “deferral ratio” or the average “contribution percentage”, as applicable, for the “testing year” of the Active Participants who are Non-Highly Compensated Employees for the “testing year”.

If the “aggregate limit” would be exceeded for any Plan Year, then the limit shall be met by reducing the “contribution percentage amounts” contributed for the Plan Year on behalf of the Active Participants who are Highly Compensated Employees for such Plan Year (in order of their “contribution percentages”, beginning with the highest such “contribution percentage”). “Contribution percentage amounts” that are reduced as provided herein shall be treated as “excess aggregate contributions”. If for any Plan Year in which the “ADP” test described in Section 6.03 is deemed satisfied pursuant to Section 6.10, the average “deferral ratio” of those Active Participants who are Highly Compensated Employees during the Plan Year does not meet the “aggregate limit” after reducing the “contribution percentage amounts” contributed on behalf of such Active Participants to zero, no further reduction shall be required under this Section 6.08.

6.09. Income or Loss on Distributable Contributions. The income or loss allocable to “excess deferrals”, “excess contributions”, and “excess aggregate contributions” shall be determined under one of the following methods:

(a) the income or loss for the “determination year” allocable to the Participant’s Account to which such contributions were made multiplied by a fraction, the numerator of which is the amount of the distributable contributions and the denominator of which is the balance of the Participant’s Account to which such contributions were made, determined without regard to any income or loss occurring during the “determination year”; or

(b) the income or loss for the “determination year” determined under any other reasonable method, provided that such method is used consistently for all Participants in determining the income or loss allocable to distributable contributions hereunder for the Plan Year, and is used by the Plan in allocating income or loss to Participants’ Accounts.

Income or loss allocable to the period between the end of the “determination year” and the date of distribution shall be disregarded in determining income or loss.

6.10. Deemed Satisfaction of “ADP” Test. Notwithstanding any other provision of this Article 6 to the contrary, for any Plan Year beginning on or after January 1, 1999, if the Employer has elected one of the safe harbor contributions in Subsection 1.10(a)(3) or 1.11(a)(3) of the Adoption Agreement and complies with the notice requirements described herein for such Plan Year, the Plan shall be deemed to have satisfied the “ADP” test described in Section 6.03. The Employer shall provide a notice to each Active Participant during the Plan Year describing the following:

(a) the formula used for determining the amount of the safe harbor contribution to be made on behalf of Active Participants for the Plan Year or a statement that the Plan may be amended during the Plan Year to provide for a safe harbor Nonelective Employer Contribution for the Plan Year equal to at least three percent of each Active Participant’s Compensation for the Plan Year;

(b) any other employer contributions provided under the Plan and any requirements that Active Participants must satisfy to be entitled to receive such employer contributions;

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(c) the type and amount of Compensation that may be deferred under the Plan as Deferral Contributions;

(d) the procedures for making a cash or deferred election under the Plan and the periods during which such elections may be made or changed; and

(e) the withdrawal and vesting provisions applicable to contributions under the Plan.

The descriptions required in (b) through (e) may be provided by cross references to the relevant sections of an up to date summary plan description. Such notice shall be written in a manner calculated to be understood by the average Active Participant. The Employer shall provide the notice to each Active Participant within one of the following periods, whichever is applicable:

(f) if the employee is an Active Participant 90 days before the beginning of the Plan Year, within the period beginning 90 days and ending 30 days before the first day of the Plan Year; or

(g) if the employee becomes an Active Participant after the date described in paragraph (f) above, within the period beginning 90 days before and ending on the date he becomes an Active Participant;

provided, however, that such notice shall not be required to be provided to an Active Participant earlier than is required under any guidance published by the Internal Revenue Service.

If an Employer that provides notice that the Plan may be amended to provide a safe harbor Nonelective Employer Contribution for the Plan Year does amend the Plan to provide such contribution, the Employer shall provide a supplemental notice to all Active Participants stating that a safe harbor Nonelective Employer Contribution in the specified amount shall be made for the Plan Year. Such supplemental notice shall be provided to Active Participants at least 30 days before the last day of the Plan Year.

6.11. Deemed Satisfaction of “ACP” Test With Respect to Matching Employer Contributions. A Plan that satisfies the requirements of Section 6.10 shall also be deemed to have satisfied the “ACP” test described in Section 6.06 with respect to Matching Employer Contributions, if Matching Employer Contributions to the Plan for the Plan Year meet all of the following requirements: (a) the percentage of Deferral Contributions matched does not increase as the percentage of Compensation contributed increases; (b) Highly Compensated Employees are not provided a greater percentage match than Non-Highly Compensated Employees; (c) Deferral Contributions matched do not exceed six percent of a Participant’s Compensation; and (d) if the Employer elected in Subsection 1.10(a)(2) or 1.10(b) of the Adoption Agreement to provide discretionary Matching Employer Contributions, the Employer also elected in Subsection 1.10(a)(2)(A) or 1.11(b)(1) of the Adoption Agreement, as applicable, to limit the dollar amount of such discretionary Matching Employer Contributions allocated to a Participant for the Plan Year to no more than four percent of such Participant’s Compensation for the Plan Year.

If such Plan provides for Employee Contributions, the “ACP” test described in Section 6.06 must be applied with respect to such Employee Contributions. For purposes of applying the “ACP” test with respect to Employee Contributions, Matching Employer Contributions and Nonelective Employer Contributions that satisfy the vesting and distribution requirements applicable to safe harbor contributions, but which are not required to comply with the safe harbor contribution requirements may be taken into account.

6.12. Code Section 415 Limitations. Notwithstanding any other provisions of the Plan, the following limitations shall apply:

(a) Employer Maintains Single Plan: If the “415 employer” does not maintain any other qualified defined contribution plan or any “welfare benefit fund”, “individual medical benefit account”, or “simplified employee pension” in addition to the Plan, the provisions of this Subsection 6.12(a) shall apply.

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(1) If a Participant does not participate in, and has never participated in any other qualified defined contribution plan, “welfare benefit fund”, “individual medical benefit account”, or “simplified employee pension” maintained by the “415 employer”, which provides an “annual addition”, the amount of “annual additions” to the Participant’s Account for a Limitation Year shall not exceed the lesser of the “maximum permissible amount” or any other limitation contained in the Plan. If a contribution that would otherwise be contributed or allocated to the Participant’s Account would cause the “annual additions” for the Limitation Year to exceed the “maximum permissible amount”, the amount contributed or allocated shall be reduced so that the “annual additions” for the Limitation Year shall equal the “maximum permissible amount”.

(2) Prior to the determination of a Participant’s actual Compensation for a Limitation Year, the “maximum permissible amount” may be determined on the basis of a reasonable estimation of the Participant’s Compensation for such Limitation Year, uniformly determined for all Participants similarly situated. Any Employer contributions based on estimated annual Compensation shall be reduced by any “excess 415 amounts” carried over from prior Limitation Years.

(3) As soon as is administratively feasible after the end of the Limitation Year, the “maximum permissible amount” for such Limitation Year shall be determined on the basis of the Participant’s actual Compensation for such Limitation Year.

(4) If there is an “excess 415 amount” with respect to a Participant for a Limitation Year as a result of the estimation of the Participant’s Compensation for the Limitation Year, the allocation of forfeitures to the Participant’s Account, or a reasonable error in determining the amount of Deferral Contributions that maybe made on behalf of the Participant under the limits of this Section 6.12, such “excess 415 amount” shall be disposed of as follows:

(A) Any Employee Contributions shall be reduced to the extent necessary to reduce the “excess 415 amount”.

(B) If after application of Subsection 6.12(a)(4)(A) an “excess 415 amount” still exists, any Deferral Contributions that have not been matched shall be reduced to the extent necessary to reduce the “excess 415 amount”.

(C) If after application of Subsection 6.12(a)(4)(B) an “excess 415 amount” still exists, any Deferral Contributions that have been matched and the Matching Employer Contributions attributable thereto shall be reduced to the extent necessary to reduce the “excess 415 amount”.

(D) If after the application of Subsection 6.12(a)(4)(C) an “excess 415 amount” still exists, any Nonelective Employer Contributions shall be reduced to the extent necessary to reduce the “excess 415 amount”.

(E) If after the application of Subsection 6.12(a)(4)(D) an “excess 415 amount” still exists, any Qualified Nonelective Employer Contributions shall be reduced to the extent necessary to reduce the “excess 415 amount”.

Employee Contributions and Deferral Contributions that are reduced as provided above shall be returned to the Participant. Any income allocable to returned Employee Contributions or Deferral Contributions shall also be returned or shall be treated as additional “annual additions” for the Limitation Year in which the excess contributions to which they are allocable were made.

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If Matching Employer, Nonelective Employer, or Qualified Nonelective Employer Contributions to a Participant’s Account are reduced as an “excess 415 amount”, as provided above, and the individual is still an Active Participant at the end of the Limitation Year, then such “excess 415 amount” shall be reapplied to reduce future Employer contributions under the Plan for the next Limitation Year (and for each succeeding Limitation Year, as necessary) for such Participant, so that in each such Limitation Year the sum of the actual Employer contributions made on behalf of such Participant plus the reapplied amount shall equal the amount of Employer contributions which would otherwise be made to such Participant’s Account. If the individual is not an Active Participant at the end of a Limitation Year, then such “excess 415 amount” shall be held unallocated in a suspense account. The suspense account shall be applied to reduce future Employer contributions for all remaining Active Participants in the next Limitation Year and each succeeding Limitation Year if necessary.

If a suspense account is in existence at any time during the Limitation Year pursuant to this Subsection 6.12(a)(4), it shall participate in the allocation of the Trust Fund’s investment gains and losses. All amounts in the suspense account must be allocated to the Accounts of Active Participants before any Employer contribution may be made for the Limitation Year.

Except as otherwise specifically provided in this Subsection 6.12, “excess 415 amounts” may not be distributed to Participants.

(b) Employer Maintains Multiple Defined Contribution Type Plans: Unless the Employer specifies another method for limiting “annual additions” in the 415 Correction Addendum to the Adoption Agreement, if the “415 employer” maintains any other qualified defined contribution plan or any “welfare benefit fund”, “individual medical benefit account”, or “simplified employee pension” in addition to the Plan, the provisions of this Subsection 6.12(b) shall apply.

(1) If a Participant is covered under any other qualified defined contribution plan or any “welfare benefit fund”, “individual medical benefit account”, or “simplified employee pension” maintained by the “415 employer”, that provides an “annual addition”, the amount of “annual additions” to the Participant’s Account for a Limitation Year shall not exceed the lesser of

(A) the “maximum permissible amount”, reduced by the sum of any “annual additions” to the Participant’s accounts for the same Limitation Year under such other qualified defined contribution plans and “welfare benefit funds”, “individual medical benefit accounts”, and “simplified employee pensions”, or

(B) any other limitation contained in the Plan.

If the “annual additions” with respect to a Participant under other qualified defined contribution plans, “welfare benefit funds”, “individual medical benefit accounts”, and “simplified employee pensions” maintained by the “415 employer” are less than the “maximum permissible amount” and a contribution that would otherwise be contributed or allocated to the Participant’s Account under the Plan would cause the “annual additions” for the Limitation Year to exceed the “maximum permissible amount”, the amount to be contributed or allocated shall be reduced so that the “annual additions” for the Limitation Year shall equal the “maximum permissible amount”. If the “annual additions” with respect to the Participant under such other qualified defined contribution plans, “welfare benefit funds”, “individual medical benefit accounts”, and “simplified employee pensions” in the aggregate are equal to or greater than the “maximum permissible amount”, no amount shall be contributed or allocated to the Participant’s Account under the Plan for the Limitation Year.

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(2) Prior to the determination of a Participant’s actual Compensation for the Limitation Year, the amounts referred to in Subsection 6.12(b)(1)(A) above may be determined on the basis of a reasonable estimation of the Participant’s Compensation for such Limitation Year, uniformly determined for all Participants similarly situated. Any Employer contribution based on estimated annual Compensation shall be reduced by any “excess 415 amounts” carried over from prior Limitation Years.

(3) As soon as is administratively feasible after the end of the Limitation Year, the amounts referred to in Subsection 6.12(b)(1)(A) shall be determined on the basis of the Participant’s actual Compensation for such Limitation Year.

(4) Notwithstanding the provisions of any other plan maintained by a “415 employer”, if there is an “excess 415 amount” with respect to a Participant for a Limitation Year as a result of estimation of the Participant’s Compensation for the Limitation Year, the allocation of forfeitures to the Participant’s account under any qualified defined contribution plan maintained by the “415 employer”, or a reasonable error in determining the amount of Deferral Contributions that may be made on behalf of the Participant to the Plan or any other qualified defined contribution plan maintained by the “415 employer” under the limits of this Subsection 6.12(b), such “excess 415 amount” shall be deemed to consist first of the “annual additions” allocated to this Plan and shall be reduced as provided in Subsection 6.12(a)(4); provided, however, that if the “415 employer” maintains both a profit sharing plan and a money purchase pension plan under this Basic Plan Document, “annual additions” to the money purchase pension plan shall be reduced only after all “annual additions” to the profit sharing plan have been reduced.

(c) Employer Maintains or Maintained Defined Benefit Plan: For Limitation Years beginning prior to January 1, 2000, if the “415 employer” maintains, or at any time maintained, a qualified defined benefit plan, the sum of any Participant’s “defined benefit plan fraction and “defined contribution plan fraction” shall not exceed the combined plan limitation of 1.00 in any such Limitation Year. The combined plan limitation shall be met by reducing “annual additions” under the Plan, unless otherwise provided in the qualified defined benefit plan.

(d) Adjustment to Compensation: Compensation for purposes of this Section 6.12 shall include amounts that are not includable in the gross income of the Participant under a salary reduction agreement by reason of the application of Code Section 125, 132(f)(4), 402(e)(3), 402(h), or 403(b).

Article 7. Participants’ Accounts.

7.01. Individual Accounts. The Administrator shall establish and maintain an Account for each Participant that shall reflect Employer and Employee contributions made on behalf of the Participant and earnings, expenses, gains and losses attributable thereto, and investments made with amounts in the Participant’s Account. The Administrator shall establish and maintain such other accounts and records as it decides in its discretion to be reasonably required or appropriate in order to discharge its duties under the Plan. The Administrator shall notify the Trustee of all Accounts established and maintained under the Plan.

7.02. Valuation of Accounts. Participant Accounts shall be valued at their fair market value at least annually as of a date specified by the Administrator in accordance with a method consistently followed and uniformly applied, and on such date earnings, expenses, gains and losses on investments made with amounts in each Participant’s Account shall be allocated to such Account. Participants shall be furnished statements of their Account values at least once each Plan Year.

Article 8. Investment of Contributions.

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8.01. Manner of Investment. All contributions made to the Accounts of Participants shall be held for investment by the Trustee. Except as otherwise specifically provided in Section 20.10, the Accounts of Participants shall be invested and reinvested only in Permissible Investments selected by the Employer and designated in the Service Agreement.

8.02. Investment Decisions. Investments shall be directed by the Employer or by each Participant or both, in accordance with the Employer’s election in Subsection 1.23 of the Adoption Agreement. Pursuant to Section 20.04, the Trustee shall have no discretion or authority with respect to the investment of the Trust Fund.

(a) With respect to those Participant Accounts for which Employer investment direction is elected, the Employer (in its capacity as a named fiduciary under ERISA) has the right to direct the Trustee in writing with respect to the investment and reinvestment of assets comprising the Trust Fund in the Permissible Investments designated in the Service Agreement.

(b) With respect to those Participant Accounts for which Participant investment direction is elected, each Participant shall direct the investment of his Account among the Permissible Investments designated in the Service Agreement. The Participant shall file initial investment instructions with the Administrator, on such form as the Administrator may provide, selecting the Permissible Investments in which amounts credited to his Account shall be invested.

(1) Except as provided in this Section 8.02, only authorized Plan contacts and the Participant shall have access to a Participant’s Account. While any balance remains in the Account of a Participant after his death, the Beneficiary of the Participant shall make decisions as to the investment of the Account as though the Beneficiary were the Participant. To the extent required by a qualified domestic relations order as defined in Code Section 414(p), an alternate payee shall make investment decisions with respect to any segregated account established in the name of the alternate payee as provided in Section 18.04.

(2) If the Trustee receives any contribution under the Plan as to which investment instructions have not been provided, the Trustee shall promptly notify the Administrator and the Administrator shall take steps to elicit instructions from the Participant. The Trustee shall credit any such contribution to the Participant’s Account and such amount shall be invested in the Permissible Investment selected by the Employer for such purposes or, absent Employer selection, in the most conservative Permissible Investment designated in the Service Agreement, until investment instructions have been received by the Trustee.

If the Employer elects to allow Participants to direct the investment of their Account in Subsection 1.23(b) or (c) of the Adoption Agreement, the Plan is intended to constitute a plan described in ERISA Section 404(c) and regulations issued thereunder. The fiduciaries of the Plan shall be relieved of liability for any losses that are the direct and necessary result of investment instructions given by the Participant, his Beneficiary, or an alternate payee under a qualified domestic relations order. The Employer shall not be relieved of fiduciary responsibility for the selection and monitoring of the Permissible Investments under the Plan.

(c) All dividends, interest, gains and distributions of any nature received in respect of Fund Shares shall be reinvested in additional shares of that Permissible Investment.

(d) Expenses attributable to the acquisition of investments shall be charged to the Account of the Participant for which such investment is made.

8.03. Participant Directions to Trustee. The method and frequency for change of investments shall be determined under (a) the rules applicable to the Permissible Investments selected by the Employer and designated in

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the Service Agreement and (b) any additional rules of the Employer limiting the frequency of investment changes, which are included in a separate written administrative procedure adopted by the Employer and accepted by the Trustee. The Trustee shall have no duty to inquire into the investment decisions of a Participant or to advise him regarding the purchase, retention, or sale of assets credited to his Account.

Article  9. Participant Loans.

9.01. Special Definitions. For purposes of this Article, the following special definitions shall apply:

(a) A “participant” is any Participant or Beneficiary, including an alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), who is a party-in-interest (as determined under ERISA Section 3(14)) with respect to the Plan.

(b) An “owner-employee” is, if the Employer is a sole proprietorship for Federal income tax purposes (regardless of its characterization under state law), the individual who is the sole proprietor or sole member, as applicable; if the Employer is a partnership for Federal income tax purposes (regardless of its characterization under state law), a partner or member, as applicable, who owns more than 10 percent of either the capital interest or the profits interest of the partnership.

(c) A “shareholder-employee” is an employee or officer of an electing small business (Subchapter S) corporation who owns (or is considered as owning within the meaning of Code Section 318(a)(1)), on any day during the taxable year of such corporation, more than five percent of the outstanding stock of the corporation.

9.02. Participant Loans. If so provided by the Employer in Section 1.17 of the Adoption Agreement, the Administrator shall allow “participants” to apply for a loan from their Accounts under the Plan, subject to the provisions of this Article 9.

9.03. Separate Loan Procedures. All Plan loans shall be made and administered in accordance with separate loan procedures that are hereby incorporated into the Plan by reference.

9.04. Availability of Loans. Loans shall be made available to all “participants” on a reasonably equivalent basis. Notwithstanding the preceding sentence, no loans shall be made to (a) an Eligible Employee who makes a Rollover Contribution in accordance with Section 5.06, but who has not satisfied the requirements of Section 4.01 to become an Active Participant or (b) a “shareholder-employee” or “owner-employee”.

Loans shall not be made available to “participants” who are Highly Compensated Employees in an amount greater than the amount made available to other “participants”.

9.05. Limitation on Loan Amount. No loan to any “participant” shall be made to the extent that such loan when added to the outstanding balance of all other loans to the “participant” would exceed the lesser of (a) $50,000 reduced by the excess (if any) of the highest outstanding balance of plan loans during the one-year period ending on the day before the loan is made over the outstanding balance of plan loans on the date the loan is made, or (b) one-half the present value of the “participant’s” vested interest in his Account. For purposes of the above limitation, plan loans include all loans from all plans maintained by the Employer and any Related Employer.

9.06. Interest Rate. All loans shall bear a reasonable rate of interest as determined by the Administrator based on the prevailing interest rates charged by persons in the business of lending money for loans which would be made under similar circumstances. The determination of a reasonable rate of interest must be based on appropriate regional factors unless the Plan is administered on a national basis in which case the Administrator may establish a uniform reasonable rate of interest applicable to all regions.

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9.07. Level Amortization. All loans shall by their terms require that repayment (principal and interest) be amortized in level payments, not less than quarterly, over a period not extending beyond five years from the date of the loan unless such loan is for the purchase of a “participant’s” primary residence. Notwithstanding the foregoing, the amortization requirement may be waived for a period not exceeding one year during which a “participant” is on a leave of absence from employment with the Employer and any Related Employer either without pay or at a rate of pay which, after withholding for employment and income taxes, is less than the amount of the installment payments required under the terms of the loan. Installment payments must resume after such leave of absence ends or, if earlier, after the first year of such leave of absence, in an amount that is not less than the amount of the installment payments required under the terms of the original loan. No waiver of the amortization requirements shall extend the period of the loan beyond five years from the date of the loan, unless the loan is for purchase of the “participant’s” primary residence.

9.08. Security. Loans must be secured by the “participant’s” vested interest in his Account not to exceed 50 percent of such vested interest. If the provisions of Section 14.04 apply to a Participant, a Participant must obtain the consent of his or her spouse, if any, to use his vested interest in his Account as security for the loan. Spousal consent shall be obtained no earlier than the beginning of the 90-day period that ends on the date on which the loan is to be so secured. The consent must be in writing, must acknowledge the effect of the loan, and must be witnessed by a Plan representative or notary public. Such consent shall thereafter be binding with respect to the consenting spouse or any subsequent spouse with respect to that loan.

9.09. Transfer and Distribution of Loan Amounts from Permissible Investments. The Employer shall confirm the order in which the Permissible Investments shall be liquidated in order that the loan amount can be transferred and distributed.

9.10. Default. The Administrator shall treat a loan in default if

(a) any scheduled repayment remains unpaid at the end of the period specified in the separate loan procedures (unless payment is not made due to a waiver of the amortization schedule for a “participant” who is on a leave of absence, as described in Section 9.07), or

(b) there is an outstanding principal balance existing on a loan after the last scheduled repayment date.

Upon default, the entire outstanding principal and accrued interest shall be immediately due and payable. If a distributable event (as defined by the Code) has occurred, the Administrator shall direct the Trustee to foreclose on the promissory note and offset the “participant’s” vested interest in his Account by the outstanding balance of the loan. If a distributable event has not occurred, the Administrator shall direct the Trustee to foreclose on the promissory note and offset the “participant’s” vested interest in his Account as soon as a distributable event occurs. The Trustee shall have no obligation to foreclose on the promissory note and offset the outstanding balance of the loan except as directed by the Administrator.

9.11. Effect of Termination Where Participant has Outstanding Loan Balance. If a Participant has an outstanding loan balance at the time his employment terminates, the entire outstanding principal and accrued interest shall be immediately due and payable. Any outstanding loan amounts that are immediately due and payable hereunder shall be treated in accordance with the provisions of Sections 9.10 and 9.12 as if the Participant had defaulted on the outstanding loan.

9.12. Deemed Distributions Under Code Section 72(p). Notwithstanding the provisions of Section 9.10, if a “participant’s” loan is in default, the “participant” shall be treated as having received a taxable “deemed distribution” for purposes of Code Section 72(p), whether or not a distributable event has occurred. The amount of a loan that is a deemed distribution ceases to be an outstanding loan for purposes of Code Section 72, except as otherwise specifically provided herein, and a Participant shall not be treated as having received a taxable distribution

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when the Participant’s Account is offset by the outstanding balance of the loan amount as provided in Section 9.10. In addition, interest that accrues on a loan after it is deemed distributed shall not be treated as an additional loan to the Participant and shall not be included in the income of the Participant as a deemed distribution. Notwithstanding the foregoing, unless a Participant repays a loan that has been deemed distributed, with interest thereon, the amount of such loan, with interest, shall be considered an outstanding loan under Code Section 72(p) for purposes of determining the applicable limitation on subsequent loans under Section 9.05.

If a Participant makes payments on a loan that has been deemed distributed, payments made on the loan after the date it was deemed distributed shall be treated as Employee Contributions to the Plan for purposes of increasing the Participant’s tax basis in his Account, but shall not be treated as Employee Contributions for any other purpose under the Plan, including application of the “ACP” test described in Section 6.06 and application of the Code Section 415 limitations described in Section 6.12.

The provisions of this Section 9.12 regarding treatment of loans that are deemed distributed shall be effective as of

(a) the Effective Date, if the Plan is a new plan or is an amendment and restatement of a plan that administered loans in accordance with the provisions of Q & A 19 and 20 of Section 1.72(p)-1 of the Proposed Treasury Regulations immediately prior to the Effective Date or

(b) as of the January 1 coinciding with or immediately following the Effective Date, in any other case.

Any loan that was deemed distributed prior to the date the provisions of this Section 9.12 are effective shall be administered in accordance with the provisions of this Section 9.12 to the extent such administration is consistent with the transition rules in Q & A 21(c)(2) of Section 1.72(p)-l of the Proposed Treasury Regulations.

9.13. Determination of Account Value Upon Distribution Where Plan Loan is Outstanding. Notwithstanding any other provision of the Plan, the portion of a “participant’s” vested interest in his Account that is held by the Plan as security for a loan outstanding to the “participant” in accordance with the provisions of this Article shall reduce the amount of the Account payable at the time of death or distribution, but only if the reduction is used as repayment of the loan. If less than 100 percent of a “participant’s” vested interest in his Account (determined without regard to the preceding sentence) is payable to the “participant’s” surviving spouse or other Beneficiary, then the Account shall be adjusted by first reducing the “participant’s” vested interest in his Account by the amount of the security used as repayment of the loan, and then determining the benefit payable to the surviving spouse or other Beneficiary.

Article 10. In-Service Withdrawals.

10.01. Availability of In-Service Withdrawals. Except as otherwise permitted under Section 11.02 with respect to Participants who continue in employment past Normal Retirement Age, or as required under Section 12.04 with respect to Participants who continue in employment past their Required Beginning Date, a Participant shall not be permitted to make a withdrawal from his Account under the Plan prior to retirement or termination of employment with the Employer and all Related Employers, if any, except as provided in this Article.

10.02. Withdrawal of Employee Contributions. A Participant may elect to withdraw, in cash, up to 100 percent of the amount then credited to his Employee Contributions Account. Such withdrawals may be made at any time, unless the Employer elects in Subsection 1.18(c)(1)(A) of the Adoption Agreement to limit the frequency of such withdrawals.

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10.03. Withdrawal of Rollover Contributions. A Participant may elect to withdraw, in cash, up to 100 percent of the amount then credited to his Rollover Contributions Account. Such withdrawals may be made at any time.

10.04. Age 59½ Withdrawals. If so provided by the Employer in Subsection 1.18(b) or the Protected In-Service Withdrawals Addendum to the Adoption Agreement, a Participant who continues in employment as an Employee and who has attained the age of 59½ is permitted to withdraw upon request all or any portion of the Accounts specified by the Employer in Subsection 1.18(b) or the Protected In-Service Withdrawals Addendum to the Adoption Agreement, as applicable.

10.05. Hardship Withdrawals. If so provided by the Employer in Subsection 1.18(a) of the Adoption Agreement, a Participant who continues in employment as an Employee may apply to the Administrator for a hardship withdrawal of all or any portion of his Deferral Contributions Account (excluding any earnings thereon accrued after the later of December 31, 1988 or the last day of the last Plan Year ending before July 1, 1989) and, if so provided by the Employer in Subsection 1.18(d)(2), such other Accounts as may be specified in Subsection (c) of the Protected In-Service Withdrawals Addendum to the Adoption Agreement. The minimum amount that a Participant may withdraw because of hardship is $500.

For purposes of this Section 10.05, a withdrawal is made on account of hardship if made on account of an immediate and heavy financial need of the Participant where such Participant lacks other available resources. Determinations with respect to hardship shall be made by the Administrator and shall be conclusive for purposes of the Plan, and shall be based on the following special rules:

(a) The following are the only financial needs considered immediate and heavy:

(1) expenses incurred or necessary for medical care (within the meaning of Code Section 213(d)) of the Participant, the Participant’s spouse, children, or dependents;

(2) the purchase (excluding mortgage payments) of a principal residence for the Participant;

(3) payment of tuition, related educational fees, and room and board for the next 12 months of post-secondary education for the Participant, the Participant’s spouse, children or dependents;

(4) the need to prevent the eviction of the Participant from, or a foreclosure on the mortgage of, the Participant’s principal residence; or

(5) any other financial need determined to be immediate and heavy under rules and regulations issued by the Secretary of the Treasury or his delegate.

(b) A distribution shall be considered as necessary to satisfy an immediate and heavy financial need of the Participant only if:

(1) The Participant has obtained all distributions, other than the hardship withdrawal, and all nontaxable (at the time of the loan) loans currently available under all plans maintained by the Employer or any Related Employer;

(2) The Participant suspends Deferral Contributions and Employee Contributions to the Plan for the 12-month period following the date of his hardship withdrawal. The suspension must also apply to all elective contributions and employee contributions to all other qualified plans and

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non-qualified plans maintained by the Employer or any Related Employer, other than any mandatory employee contribution portion of a defined benefit plan, including stock option, stock purchase, and other similar plans, but not including health and welfare benefit plans (other than the cash or deferred arrangement portion of a cafeteria plan);

(3) The withdrawal amount is not in excess of the amount of an immediate and heavy financial need (including amounts necessary to pay any Federal, state or local income taxes or penalties reasonably anticipated to result from the distribution); and

(4) The Participant agrees to limit Deferral Contributions (and “elective deferrals”, as defined in Subsection 6.01(i)) to the Plan and any other qualified plan maintained by the Employer or a Related Employer for the calendar year immediately following the calendar year in which the Participant received the hardship withdrawal to the applicable limit under Code Section 402(g) for such calendar year less the amount of the Participant’s Deferral Contributions (and “elective deferrals”) for the calendar year in which the Participant received the hardship withdrawal.

10.06. Preservation of Prior Plan In-Service Withdrawal Rules. As indicated by the Employer in Subsection 1.18(d) of the Adoption Agreement, to the extent required under Code Section 411(d)(6), in-service withdrawals that were available under a prior plan shall be available under the Plan.

(a) If the Plan is a profit sharing plan, the following provisions shall apply to preserve prior in-service withdrawal provisions.

(1) If the Plan is an amendment and restatement of a prior plan or is a transferee plan of a prior plan that provided for in-service withdrawals from a Participant’s Matching Employer and/or Nonelective Employer Contributions Accounts of amounts that have been held in such Accounts for a specified period of time, a Participant shall be entitled to withdraw at any time prior to his termination of employment, subject to any restrictions applicable under the prior plan that the Employer elects in Subsection 1.18(d)(1)(A)(i) of the Adoption Agreement to continue under the Plan as amended and restated hereunder (other than any mandatory suspension of contributions restriction), any vested amounts held in such Accounts for the period of time specified by the Employer in Subsection 1.18(d)(1)(A) of the Adoption Agreement.

(2) If the Plan is an amendment and restatement of a prior plan or is a transferee plan of a prior plan that provided for in-service withdrawals from a Participant’s Matching Employer and/or Nonelective Employer Contributions Accounts by Participants with at least 60 months of participation, a Participant with at least 60 months of participation shall be entitled to withdraw at any time prior to his termination of employment, subject to any restrictions applicable under the prior plan that the Employer elects in Subsection 1.18(d)(1)(B)(i) of the Adoption Agreement to continue under the Plan as amended and restated hereunder (other than any mandatory suspension of contributions restriction), any vested amounts held in such Accounts.

(3) If the Plan is an amendment and restatement of a prior plan or is a transferee plan of a prior plan that provided for in-service withdrawals from a Participant’s Matching Employer and/or Nonelective Employer Contributions Accounts under any other circumstances, a Participant who has met any applicable requirements, as set forth in the Protected In-Service Withdrawals Addendum to the Adoption Agreement, shall be entitled to withdraw at any time prior to his termination of employment any vested amounts held in such Accounts, subject to any restrictions applicable under the prior plan that the Employer elects to continue under the Plan as amended and restated hereunder, as set forth in the Protected In-Service Withdrawal Addendum to the Adoption Agreement.

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(b) If the Plan is a money purchase pension plan that is an amendment and restatement of a prior profit sharing plan or is a transferee plan of a prior profit sharing plan that provided for in-service withdrawals from any portion of a Participant’s Account other than his Employee Contributions and/or Rollover Contributions Accounts, a Participant who has met any applicable requirements, as set forth in the Protected in-Service Withdrawals Addendum to the Adoption Agreement, shall be entitled to withdraw at any time prior to his termination of employment his vested interest in amounts attributable to such prior profit sharing accounts, subject to any restrictions applicable under the prior plan that the Employer elects to continue under the Plan as amended and restated hereunder (other than any mandatory suspension of contributions restriction), as set forth in the Protected In-Service Withdrawal Addendum to the Adoption Agreement.

10.07. Restrictions on In-Service Withdrawals. The following restrictions apply to any in-service withdrawal made from a Participant’s Account under this Article:

(a) If the provisions of Section 14.04 apply to a Participant’s Account, the Participant must obtain the consent of his spouse, if any, to obtain an in-service withdrawal.

(b) In-service withdrawals shall be made in a lump sum payment, except that if the provisions of Section 14.04 apply to a Participant’s Account, the Participant may receive the in-service withdrawal in the form of a “qualified joint and survivor annuity”, as defined in Subsection 14.01(a).

(c) Notwithstanding any other provision of the Plan to the contrary other than the provisions of Section 11.02, a Participant shall not be permitted to make an in-service withdrawal from his Account of amounts attributable to contributions made to a money purchase pension plan, except employee and/or rollover contributions that were held in a separate account(s) under such plan.

10.08. Distribution of Withdrawal Amounts. The Employer shall confirm the order in which the Permissible Investments shall be liquidated in order that the withdrawal amount can be distributed.

Article 11. Right to Benefits.

11.01. Normal or Early Retirement. Each Participant who continues in employment as an Employee until his Normal Retirement Age or, if so provided by the Employer in Subsection 1.13(b) of the Adoption Agreement, Early Retirement Age, shall have a vested interest in his Account of 100 percent regardless of any vesting schedule elected in Section 1.15 of the Adoption Agreement. If a Participant retires upon the attainment of Normal or Early Retirement Age, such retirement is referred to as a normal retirement.

11.02. Late Retirement. If a Participant continues in employment as an Employee after his Normal Retirement Age, he shall continue to have a 100 percent vested interest in his Account and shall continue to participate in the Plan until the date he establishes with the Employer for his late retirement. Until he retires, he has a continuing election to receive all or any portion of his Account.

11.03. Disability Retirement. If so provided by the Employer in Subsection 1.13(c) of the Adoption Agreement, a Participant who becomes disabled while employed as an Employee shall have a 100 percent vested interest in his Account regardless of any vesting schedule elected in Section 1.15 of the Adoption Agreement. An Employee is considered disabled if he satisfies any of the requirements for disability retirement selected by the Employer in Section 1.14 of the Adoption Agreement and terminates his employment with the Employer. Such termination of employment is referred to as a disability retirement. Determinations with respect to disability shall be made by the Administrator.

11.04. Death. If a Participant who is employed as an Employee dies, his Account shall become 100 percent vested and his designated Beneficiary shall be entitled to receive the balance of his Account, plus any

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amounts thereafter credited to his Account. If a Participant whose employment as an Employee has terminated dies, his designated Beneficiary shall be entitled to receive the Participant’s vested interest in his Account.

A copy of the death notice or other sufficient documentation must be filed with and approved by the Administrator. If upon the death of the Participant there is, in the opinion of the Administrator, no designated Beneficiary for part or all of the Participant’s Account, such amount shall be paid to his surviving spouse or, if none, to his estate (such spouse or estate shall be deemed to be the Beneficiary for purposes of the Plan). If a Beneficiary dies after benefits to such Beneficiary have commenced, but before they have been completed, and, in the opinion of the Administrator, no person has been designated to receive such remaining benefits, then such benefits shall be paid in a lump sum to the deceased Beneficiary’s estate.

Subject to the requirements of Section 14.04, a Participant may designate a Beneficiary, or change any prior designation of Beneficiary by giving notice to the Administrator on a form designated by the Administrator. If more than one person is designated as the Beneficiary, their respective interests shall be as indicated on the designation form. In the case of a married Participant, the Participant’s spouse shall be deemed to be the designated Beneficiary unless the Participant’s spouse has consented to another designation in the manner described in Section 14.06.

11.05. Other Termination of Employment. If a Participant terminates his employment with the Employer and all Related Employers, if any, for any reason other than death or normal, late, or disability retirement, he shall be entitled to a termination benefit equal to the sum of (a) his vested interest in the balance of his Matching Employer and/or Nonelective Employer Contributions Account(s), other than the balance attributable to safe harbor Matching Employer and/or safe harbor Nonelective Employer Contributions elected by the Employer in Subsection 1.10(a)(3) or 1.11(a)(3) of the Adoption Agreement, such vested interest to be determined in accordance with the vesting schedule(s) selected by the Employer in Section 1.15 of the Adoption Agreement, and (b) the balance of his Deferral, Employee, Qualified Nonelective Employer, Qualified Matching Employer, and Rollover Contributions Accounts, and the balance of his Matching Employer or Nonelective Employer Contributions Account that is attributable to safe harbor Matching Employer and/or safe harbor Nonelective Employer Contributions.

11.06. Application for Distribution. Unless a Participant’s Account is cashed out as provided in Section 13.02, a Participant (or his Beneficiary, if the Participant has died) who is entitled to a distribution hereunder must make application, in a form acceptable to the Administrator, for a distribution from his Account. No distribution shall be made hereunder without proper application therefor, except as otherwise provided in Section 13.02.

11.07. Application of Vesting Schedule Following Partial Distribution. If a distribution from a Participant’s Matching Employer and/or Nonelective Employer Contributions Account has been made to him at a time when he is less than 100 percent vested in such Account balance, the vesting schedule(s) in Section 1.15 of the Adoption Agreement shall thereafter apply only to the balance of his Account attributable to Matching Employer and/or Nonelective Employer Contributions allocated after such distribution. The balance of the Account from which such distribution was made shall be transferred to a separate account immediately following such distribution.

At any relevant time prior to a forfeiture of any portion thereof under Section 11.08, a Participant’s vested interest in such separate account shall be equal to P(AB + (RxD))-(RxD), where P is the Participant’s vested interest at the relevant time determined under Section 11.05; AB is the account balance of the separate account at the relevant time; D is the amount of the distribution; and R is the ratio of the account balance at the relevant time to the account balance after distribution. Following a forfeiture of any portion of such separate account under Section 11.08 below, any balance in the Participant’s separate account shall remain 100 percent vested.

11.08. Forfeitures. If a Participant terminates his employment with the Employer and all Related Employers before he is 100 percent vested in his Matching Employer and/or Nonelective Employer Contributions Accounts, the non-vested portion of his Account (including any amounts credited after his termination of employment) shall be forfeited by him as follows:

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(a) If the Inactive Participant elects to receive distribution of his entire vested interest in his Account, the non-vested portion of his Account shall be forfeited upon the complete distribution of such vested interest, subject to the possibility of reinstatement as provided in Section 11.10. For purposes of this Subsection, if the value of an Employee’s vested interest in his Account balance is zero, the Employee shall be deemed to have received a distribution of his vested interest immediately following termination of employment.

(b) If the Inactive Participant elects not to receive distribution of his vested interest in his Account following his termination of employment, the non-vested portion of his Account shall be forfeited after the Participant has incurred five consecutive Breaks in Vesting Service.

No forfeitures shall occur solely as a result of a Participant’s withdrawal of Employee Contributions.

11.09. Application of Forfeitures. Any forfeitures occurring during a Plan Year shall be applied to reduce the contributions of the Employer, unless the Employer has elected in Subsection 1.15(d)(3) of the Adoption Agreement that such remaining forfeitures shall be allocated among the Accounts of Active Participants who are eligible to receive allocations of Nonelective Employer Contributions for the Plan Year in which the forfeiture occurs. Forfeitures that are allocated among the Accounts of eligible Active Participants shall be allocated in the same manner as Nonelective Employer Contributions. If the plan is a money purchase pension plan or the Employer has elected a fixed Nonelective Employer Contribution rate rather than a discretionary rate, forfeitures shall incrementally increase the amount allocated to the Accounts of eligible Active Participants. Notwithstanding any other provision of the Plan to the contrary, forfeitures may first be used to pay administrative expenses under the Plan, as directed by the Employer. To the extent that forfeitures are not used to reduce administrative expenses under the Plan, as directed by the Employer, forfeitures will be applied in accordance with this Section 11.09.

Pending application, forfeitures shall be held in the Permissible Investment selected by the Employer for such purpose or, absent Employer selection, in the most conservative Permissible Investment designated by the Employer in the Service Agreement. Notwithstanding any other provision of the Plan to the contrary, in no event may forfeitures be used to reduce the Employer’s obligation to remit to the Trust (or other appropriate Plan funding vehicle) loan repayments made pursuant to Article 9, Deferral Contributions or Employee Contributions.

11.10. Reinstatement of Forfeitures. If a Participant forfeits any portion of his Account under Subsection 11.08(a) because of distribution of his complete vested interest in his Account, but again becomes an Employee, then the amount so forfeited, without any adjustment for the earnings, expenses, losses, or gains of the assets credited to his Account since the date forfeited, shall be recredited to his Account (or to a separate account as described in Section 11.07, if applicable) if he meets all of the following requirements:

(a) he again becomes an Employee before the date he incurs five-consecutive Breaks in Vesting Service following the date complete distribution of his vested interest was made to him; and

(b) he repays to the Plan the amount previously distributed to him, without interest, within five years of his Reemployment Date. If an Employee is deemed to have received distribution of his complete vested interest as provided in Section 11.08, the Employee shall be deemed to have repaid such distribution on his Reemployment Date.

Upon such an actual or deemed repayment, the provisions of the Plan (including Section 11.07) shall thereafter apply as if no forfeiture had occurred. The amount to be recredited pursuant to this paragraph shall be derived first from the forfeitures, if any, which as of the date of recrediting have yet to be applied as provided in Section 11.09 and, to the extent such forfeitures are insufficient, from a special contribution to be made by the Employer.

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11.11. Adjustment for Investment Experience. If any distribution under this Article 11 is not made in a single payment, the amount retained by the Trustee after the distribution shall be subject to adjustment until distributed to reflect the income and gain or loss on the investments in which such amount is invested and any expenses properly charged under the Plan and Trust to such amounts.

Article 12. Distributions.

12.01. Restrictions on Distributions. A Participant, or his Beneficiary, may not receive a distribution from his Deferral Contributions, Qualified Nonelective Employer Contributions, Qualified Matching Employer Contributions, safe harbor Matching Employer Contributions or safe harbor Nonelective Employer Contributions Accounts earlier than upon the Participant’s separation from service with the Employer and all Related Employers, death, or disability, except as otherwise provided in Article 10, Section 11.02 or Section 12.04. Notwithstanding the foregoing, amounts may also be distributed from such Accounts, in the form of a lump sum only, upon

(a) Termination of the Plan without establishment of another defined contribution plan, other than an employee stock ownership plan (as defined in Code Section 4975(e) or 409) or a simplified employee pension plan as defined in Code Section 408(k).

(b) The disposition by a corporation to an unrelated corporation of substantially all of the assets (within the meaning of Code Section 409(d)(2)) used in a trade or business of such corporation if such corporation continues to maintain the Plan after the disposition, but only with respect to former Employees who continue employment with the corporation acquiring such assets.

(c) The disposition by a corporation to an unrelated entity of such corporation’s interest in a subsidiary (within the meaning of Code Section 409(d)(3)) if such corporation continues to maintain this Plan, but only with respect to former Employees who continue employment with such subsidiary.

12.02. Timing of Distribution Following Retirement or Termination of Employment. Except as otherwise elected by the Employer in Subsection 1.20(b) and provided in the Postponed Distribution Addendum to the Adoption Agreement, the balance of a Participant’s vested interest in his Account shall be distributable upon his termination of employment with the Employer and all Related Employers, if any, because of death, normal, early, or disability retirement (as permitted under the Plan), or other termination of employment. Notwithstanding the foregoing, a Participant whose vested interest in his Account exceeds $5,000 as determined under Section 13.02 (or such larger amount as may be specified in Code Section 417(e)(1)) may elect to postpone distribution of his Account until his Required Beginning Date. A Participant who elects to postpone distribution has a continuing election to receive such distribution prior to the date as of which distribution is required, unless such Participant is reemployed as an Employee.

12.03. Participant Consent to Distribution. If a Participant’s vested interest in his Account exceeds $5,000 as determined under Section 13.02 (or such larger amount as may be specified in Code Section 417(e)(1)), no distribution shall be made to the Participant before he reaches his Normal Retirement Age (or age 62, if later), unless the consent of the Participant has been obtained. Such consent shall be made within the 90-day period ending on the Participant’s Annuity Starting Date.

The consent of the Participant’s spouse must also be obtained if the Participant’s Account is subject to the provisions of Section 14.04, unless the distribution shall be made in the form of a “qualified joint and survivor annuity” as defined in Section 14.01. A spouse’s consent to early distribution, if required, must satisfy the requirements of Section 14.06.

Neither the consent of the Participant nor the Participant’s spouse shall be required to the extent that a distribution is required to satisfy Code Section 401(a)(9) or Code Section 415. In addition, upon termination of the Plan if it does not offer an annuity option (purchased from a commercial provider) and if the Employer or any

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Related Employer does not maintain another defined contribution plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7)) the Participant’s Account shall, without the Participant’s consent, be distributed to the Participant. However, if any Related Employer maintains another defined contribution plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7)) then the Participant’s Account shall be transferred, without the Participant’s consent, to the other plan if the Participant does not consent to an immediate distribution.

12.04. Required Commencement of Distribution to Participants. In no event shall distribution to a Participant commence later than the earlier of the dates described in (a) and (b) below.

(a) unless the Participant (and his spouse, if appropriate) elects otherwise, the 60th day after the close of the Plan Year in which occurs the latest of (i) the date on which the Participant attains Normal Retirement Age, or age 65, if earlier, (ii) the date on which the Participant’s employment with the Employer and all Related Employers ceases, or (iii) the 10th anniversary of the year in which the Participant commenced participation in the Plan; and

(b) the Participant’s Required Beginning Date.

Notwithstanding the provisions of Subsection 12.04(a) above, the failure of a Participant (and the Participant’s spouse, if applicable) to consent to a distribution as required under Section 12.03, shall be deemed to be an election to defer commencement of payment as provided in Subsection 12.04(a) above.

12.05. Required Commencement of Distribution to Beneficiaries. If a Participant dies before his Annuity Starting Date, the Participant’s Beneficiary shall receive distribution of the Participant’s vested interest in his Account in the form provided under Article 13 or 14, as applicable, beginning as soon as reasonably practicable following the date the Beneficiary’s application for distribution is filed with the Administrator. Unless distribution is to be made over the life or over a period certain not greater than the life expectancy of the Beneficiary, distribution of the Participant’s entire vested interest shall be made to the Beneficiary no later than the end of the fifth calendar year beginning after the Participant’s death. If distribution is to be made over the life or over a period certain no greater than the life expectancy of the Beneficiary, distribution shall commence no later than:

(a) If the Beneficiary is not the Participant’s spouse, the end of the first calendar year beginning after the Participant’s death; or

(b) If the Beneficiary is the Participant’s spouse, the later of (i) the end of the first calendar year beginning after the Participant’s death or (ii) the end of the calendar year in which the Participant would have attained age 70½.

If distribution is to be made to a Participant’s spouse, it shall be made available within a reasonable period of time after the Participant’s death that is no less favorable than the period of time applicable to other distributions. In the event such spouse dies prior to the date distribution commences, he shall be treated for purposes of this Section 12.05 (other than Subsection 12.05(b) above) as if he were the Participant. Any amount paid to a child of the Participant shall be treated as if it had been paid to the surviving spouse if the amount becomes payable to the surviving spouse when the child reaches the age of majority.

If the Participant has not designated a Beneficiary, or the Participant or Beneficiary has not effectively selected a method of distribution, distribution of the Participant’s benefit shall be completed by the close of the calendar year in which the fifth anniversary of the death of the Participant occurs.

If a Participant dies on or after his Annuity Starting Date, but before his entire vested interest in his Account is distributed, his Beneficiary shall receive distribution of the remainder of the Participant’s vested interest

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in his Account beginning as soon as reasonably practicable following the Participant’s date of death in a form that provides for distribution at least as rapidly as under the form in which the Participant was receiving distribution.

12.06. Whereabouts of Participants and Beneficiaries. The Administrator shall at all times be responsible for determining the whereabouts of each Participant or Beneficiary who may be entitled to benefits under the Plan and shall at all times be responsible for instructing the Trustee in writing as to the current address of each such Participant or Beneficiary. The Trustee shall be entitled to rely on the latest written statement received from the Administrator as to such addresses. The Trustee shall be under no duty to make any distributions under the Plan unless and until it has received written instructions from the Administrator satisfactory to the Trustee containing the name and address of the distributee, the time when the distribution is to occur, and the form which the distribution shall take.

Notwithstanding the foregoing, if the Trustee attempts to make a distribution in accordance with the Administrator’s instructions but is unable to make such distribution because the whereabouts of the distributee is unknown, the Trustee shall notify the Administrator of such situation and thereafter the Trustee shall be under no duty to make any further distributions to such distributee until it receives further written instructions from the Administrator.

If the Administrator is unable after diligent attempts to locate a Participant or Beneficiary who is entitled to a benefit under the Plan, the benefit otherwise payable to such Participant or Beneficiary shall be forfeited and applied as provided in Section 11.09. If a benefit is forfeited because the Administrator determines that the Participant or Beneficiary cannot be found, such benefit shall be reinstated by the Employer if a claim is filed by the Participant or Beneficiary with the Administrator and the Administrator confirms the claim to the Employer. Notwithstanding the above, forfeiture of a Participant’s or Beneficiary’s benefit may occur only if a distribution could be made to the Participant or Beneficiary without obtaining the Participant’s or Beneficiary’s consent in accordance with the requirements of Section 1.411(a)-11 of the Treasury Regulations.

Article 13. Form of Distribution.

13.01. Normal Form of Distribution Under Profit Sharing Plan. Unless the Plan is a money purchase pension plan subject to the requirements of Article 14, or a Participant’s Account is otherwise subject to the requirements of Section 14.03 or 14.04, distributions to a Participant or to the Beneficiary of the Participant shall be made in a lump sum in cash or, if elected by the Participant (or the Participant’s Beneficiary, if applicable) and provided by the Employer in Section 1.19 of the Adoption Agreement, under a systematic withdrawal plan (installments). A Participant (or the Participant’s Beneficiary, if applicable) who is receiving distribution under a systematic withdrawal plan may elect to accelerate installment payments or to receive a lump sum distribution of the remainder of his Account balance. Distribution may also be made hereunder in any non-annuity form that is a protected benefit and is provided by the Employer in Section 1.19(d) of the Adoption Agreement.

Even if the Plan does not otherwise provide for distributions under a systematic withdrawal plan, if a Participant elects to have his Required Beginning Date determined under the provisions of Subsection 2.01(tt)(1)(ii) or his Required Beginning Date occurs under the provisions of Subsection 2.01(tt)(2) while he is still employed by the Employer or a Related Employer on or after his Required Beginning Date, the Participant may elect to receive distributions during the period that he continues employment with the Employer or a Related Employer made under a systematic withdrawal plan that provides the minimum distributions required under Code Section 401(a)(9), as determined under Section 13.03 of the Plan. Minimum required distributions to a Participant described in the preceding sentence shall only continue to such Participant through the calendar year in which the Participant retires or otherwise terminates employment. Distributions for calendar years following the calendar year in which the Participant retires shall be made in one of the forms of payment otherwise available under the Plan, as provided in Section 1.19 and the Forms of Payment Addendum to the Adoption Agreement.

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Distributions shall be made in cash, except that distributions may be made in Fund Shares of marketable securities (as defined in Code Section 731(c)(2)), other than Fund Shares of Employer Stock, at the election of the Participant, pursuant to the qualifying rollover of such distribution to a Fidelity Investments^® individual retirement account. A distribution may be made in the form of Fund Shares of Employer Stock or an in-kind distribution of Plan investments that are not marketable securities only if and to the extent provided in Section 1.19(d) of the Adoption Agreement; provided, however, that notwithstanding any other provision of the Plan to the contrary, the right of a Participant to receive a distribution in the form of Fund Shares of Employer Stock or an in-kind distribution of Plan investments that are not marketable securities applies only to that portion of the Participant’s Account invested in such form at the time of distribution.

13.02. Cash Out Of Small Accounts. Notwithstanding any other provision of the Plan to the contrary, if a Participant’s vested interest in his Account is $5,000 (or such larger amount as may be specified in Code Section 417(e)(1)) or less, the Participant’s vested interest in his Account shall be distributed in a lump sum as soon as practicable following the Participant’s termination of employment because of retirement, disability, death or other termination of employment. For purposes of this Section, until final Treasury Regulations are issued to the contrary, if either (a) a Participant has commenced distribution of his Account under a systematic withdrawal plan or (b) his Account is subject to the provisions of Section 14.04 and the Participant’s Annuity Starting Date has occurred with respect to amounts currently held in his Account, the Participant’s vested interest in his Account shall be deemed to exceed $5,000 (or such larger amount as may be specified in Code Section 417(e)(1)) if the Participant’s vested interest in such amounts exceeded such dollar amount on the Participant’s Annuity Starting Date.

Notwithstanding the provisions of this Section 13.02, the Employer may determine not to cash out Participant Accounts in accordance with the foregoing provisions, provided that such determination is uniform with respect to all Participants and non-discriminatory.

13.03. Minimum Distributions. This Section applies to distributions under a systematic withdrawal plan that are made on or after a Participant’s Required Beginning Date or his date of death, if earlier. This Section shall be interpreted and applied in accordance with the regulations under Code Section 401(a)(9), including the minimum distribution incidental benefit requirement of Section 1.401(a)(9)-2 of the Proposed Treasury Regulations, or any successor regulations of similar import.

Distribution must be made in substantially equal annual, or more frequent, installments, in cash, over a period certain which does not extend beyond the life expectancy or joint life expectancies of the Participant and his Beneficiary or, if the Participant dies prior to the commencement of distributions from his Account, the life expectancy of the Participant’s Beneficiary. The amount to be distributed for each calendar year for which a minimum distribution is required shall be at least an amount equal to the quotient obtained by dividing the Participant’s interest in his Account by the life expectancy of the Participant or Beneficiary or the joint life and last survivor expectancy of the Participant and his Beneficiary, whichever is applicable. The amount to be distributed for each calendar year shall not be less than an amount equal to the quotient obtained by dividing the Participant’s interest in his Account by the lesser of (a) the applicable life expectancy, or (b) if a Participant’s Beneficiary is not his spouse, the applicable divisor determined under Section 1.401(a)(9)-2, Q&A 4 of the Proposed Treasury Regulations, or any successor regulations of similar import. Distributions after the death of the Participant shall be made using the applicable life expectancy under (a) above, without regard to Section 1.401(a)(9)-2 of such regulations. For purposes of this Section 13.03, life expectancy and joint life and last survivor expectancy shall be computed by use of the expected return multiples in Table V and VI of Section 1.72-9 of the Treasury Regulations.

For purposes of this Section 13.03, the life expectancy of a Participant or a Beneficiary who is the Participant’s surviving spouse shall be recalculated annually unless the Participant or the Participant’s spouse irrevocably elects otherwise prior to the time distributions are required to begin. If not recalculated in accordance with the foregoing, life expectancy shall be calculated using the attained age of the Participant or Beneficiary, whichever is applicable, as of such individual’s birth date in the first year for which a minimum distribution is required reduced by one for each elapsed calendar year since the date life expectancy was first calculated.

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If the Participant dies after distribution of his benefits has begun, distributions to the Participant’s Beneficiary shall be made at least as rapidly as under the method of distribution being used as of the date of the Participant’s death.

A Participant’s interest in his Account for purposes of this Section 13.03 shall be determined as of the last valuation date in the calendar year immediately preceding the calendar year for which a minimum distribution is required, increased by the amount of any contributions allocated to, and decreased by any distributions from, such Account after the valuation date. Any distribution for the first year for which a minimum distribution is required made after the close of such year shall be treated as if made prior to the close of such year.

The Administrator shall notify the Trustee in writing whenever a distribution is necessary in order to comply with the minimum distribution rules set forth in this Section 13.03.

13.04. Direct Rollovers. Notwithstanding any other provision of the Plan to the contrary, a “distributee” may elect, at the time and in the manner prescribed by the Administrator, to have any portion or all of an “eligible rollover distribution” paid directly to an “eligible retirement plan” specified by the “distributee” in a direct rollover; provided, however, that this provision shall not apply if the total “eligible rollover distribution” that the “distributee” is reasonably expected to receive for the calendar year is less than $200 and that a “distributee” may not elect a direct rollover with respect to a portion of an “eligible rollover distribution” if such portion totals less than $500. For purposes of this Section 13.04, the following definitions shall apply.

(a) “Distributee” means a Participant, the Participant’s surviving spouse, and the Participant’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, who is entitled to receive a distribution from the Participant’s vested interest in his Account.

(b) “Eligible retirement plan” means an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), or a qualified trust described in Code Section 401(a), that accepts “eligible rollover distributions”. However, in the case of an “eligible rollover distribution” to a surviving spouse, an “eligible retirement plan” means an individual retirement account or individual retirement annuity.

(c) “Eligible rollover distribution” means 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 the following:

(1) 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;

(2) any distribution to the extent such distribution is required under Code Section 401(a)(9);

(3) the portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities);

(4) any hardship withdrawal made in accordance with the provisions of Section 10.05 or the Protected In-Service Withdrawals Addendum to the Adoption Agreement.

13.05. Notice Regarding Timing and Form of Distribution. Within the period beginning 90 days before a Participant’s Annuity Starting Date and ending 30 days before such date, the Administrator shall provide such Participant with written notice containing a general description of the material features and an explanation of the

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relative values of the forms of benefit available under the Plan and informing the Participant of his right to defer receipt of the distribution until his Required Beginning Date and his right to make a direct rollover.

Distribution may commence fewer than 30 days after such notice is given, provided that:

(a) the Administrator clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option);

(b) the Participant, after receiving the notice, affirmatively elects a distribution, with his spouse’s written consent, if necessary;

(c) if the Participant’s Account is subject to the requirements of Section 14.04, the following additional requirements apply:

(1) the Participant is permitted to revoke his affirmative distribution election at any time prior to the later of (A) his Annuity Starting Date or (B) the expiration of the seven-day period beginning the day after such notice is provided to him; and

(2) distribution does not begin to such Participant until such revocation period ends.

13.06. Determination of Method of Distribution. Subject to Section 13.02, the Participant shall determine the method of distribution of benefits to himself and may determine the method of distribution to his Beneficiary. Such determination shall be made prior to the time benefits become payable under the Plan. If the Participant does not determine the method of distribution to his Beneficiary or if the Participant permits his Beneficiary to override his determination, the Beneficiary, in the event of the Participant’s death, shall determine the method of distribution of benefits to himself as if he were the Participant. A determination by the Beneficiary must be made no later than the close of the calendar year in which distribution would be required to begin under Section 12.05 or, if earlier, the close of the calendar year in which the fifth anniversary of the death of the Participant occurs.

13.07. Notice to Trustee. The Administrator shall notify the Trustee in any medium acceptable to the Trustee, which may be specified in the Service Agreement, whenever any Participant or Beneficiary is entitled to receive benefits under the Plan. The Administrator’s notice shall indicate the form of payment of benefits that such Participant or Beneficiary shall receive, (in the case of distributions to a Participant) the name of any designated Beneficiary or Beneficiaries, and such other information as the Trustee shall require.

Article 14. Superseding Annuity Distribution Provisions.

14.01. Special Definitions. For purposes of this Article, the following special definitions shall apply:

(a) “Qualified joint and survivor annuity” means (1) if the Participant is not married on his Annuity Starting Date, an immediate annuity payable for the life of the Participant or (2) if the Participant is married on his Annuity Starting Date, an immediate annuity for the life of the Participant with a survivor annuity for the life of the Participant’s spouse (to whom the Participant was married on the Annuity Starting Date) which is equal to at least 50 percent of the amount of the annuity which is payable during the joint lives of the Participant and such spouse, provided that the survivor annuity shall not be payable to a Participant’s spouse if such spouse is not the same spouse to whom the Participant was married on his Annuity Starting Date.

(b) “Qualified preretirement survivor annuity” means an annuity purchased with at least 50 percent of a Participant’s vested interest in his Account that is payable for the life of a Participant’s

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surviving spouse. The Employer shall specify that portion of a Participant’s vested interest in his Account that is to be used to purchase the “qualified preretirement survivor annuity” in Section 1.19 of the Adoption Agreement.

14.02. Applicability. The provisions of this Article shall apply to a Participant’s Account if:

(a) the Plan is a money purchase pension plan;

(b) the Plan is an amendment and restatement of a plan that provided an annuity form of payment and such form of payment has not been eliminated pursuant to Subsection 1.19(e) and the Forms of Payment Addendum to the Adoption Agreement;

(c) the Participant’s Account contains assets attributable to amounts directly or indirectly transferred from a plan that provided an annuity form of payment and such form of payment has not been eliminated pursuant to Subsection 1.19(e) and the Forms of Payment Addendum to the Adoption Agreement.

14.03. Annuity Form of Payment. To the extent provided in Subsection 1.19 of the Adoption Agreement, a Participant may elect distributions made in whole or in part in the form of an annuity contract. Any annuity contract distributed under the Plan shall be subject to the provisions of this Section 14.03 and, to the extent provided therein, Sections 14.04 through 14.09.

(a) At the direction of the Administrator, the Trustee shall purchase the annuity contract on behalf of a Participant or Beneficiary from an insurance company. Such annuity contract shall be nontransferable.

(b) The terms of the annuity contract shall comply with the requirements of the Plan and distributions under such contract shall be made in accordance with Code Section 401(a)(9) and the regulations thereunder.

(c) The annuity contract may provide for payment over the life of the Participant and, upon the death of the Participant, may provide a survivor annuity continuing for the life of the Participant’s designated Beneficiary. Such an annuity may provide for an annuity certain feature for a period not exceeding the life expectancy of the Participant or, if the annuity is payable to the Participant and a designated Beneficiary, the joint life and last survivor expectancy of the Participant and such Beneficiary. If the Participant dies prior to his Annuity Starting Date, the annuity contract distributed to the Participant’s Beneficiary may provide for payment over the life of the Beneficiary, and may provide for an annuity certain feature for a period not exceeding the life expectancy of the Beneficiary. The types of annuity contracts provided under the Plan shall be limited to the types of annuities described in Section 1.19 and the Forms of Payment Addendum to the Adoption Agreement.

(d) The annuity contract must provide for nonincreasing payments.

14.04. “Qualified Joint and Survivor Annuity” and “Qualified Preretirement Survivor Annuity” Requirements. The requirements of this Section 14.04 apply to a Participant’s Account if:

(a) the Plan is a money purchase pension plan;

(b) the Plan is a profit sharing plan and the Employer has selected distribution in the form of a life annuity as the normal form of distribution with respect to such Participant’s Account in Subsection 1.19(c)(B)of the Adoption Agreement; or

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(c) the Plan is a profit sharing plan and the Employer has specified distribution in the form of a life annuity as the normal form of distribution in Subsection (c)(2(B) of the Forms of Payment Addendum to the Adoption Agreement and the Participant’s Annuity Starting Date occurs prior to the date specified in Subsection (c)(4) of the Forms of Payment Addendum to the Adoption Agreement;

(d) the Participant is permitted to elect and has elected distribution in the form of an annuity contract payable over the life of the Participant.

If a Participant’s Account is subject to the requirements of this Section 14.04, distribution shall be made to the Participant in the form of a “qualified joint and survivor annuity” (with a survivor annuity in the percentage amount specified by the Employer in Subsection 1.19 of the Adoption Agreement), unless the Participant waives the “qualified joint and survivor annuity” as provided in Section 14.05. If the Participant dies prior to his Annuity Starting Date, distribution shall be made to the Participant’s surviving spouse, if any, in the form of a “qualified preretirement survivor annuity”, unless the Participant waives the “qualified preretirement survivor annuity” as provided in Section 14.05, or the Participant’s surviving spouse elects in writing to receive distribution in one of the other forms of payment provided under the Plan. If the Employer has specified in Section 1.19 of the Adoption Agreement that less than 100 percent of a Participant’s Account shall be used to purchase the “qualified preretirement survivor annuity”, distribution of the balance of the Participant’s vested interest in his Account that is not used to purchase the “qualified preretirement survivor annuity” shall be distributed to the Participant’s designated Beneficiary in accordance with the provisions of Sections 11.04 and 12.05.

14.05. Waiver of the “Qualified Joint and Survivor Annuity” and/or “Qualified Preretirement Survivor Annuity” Rights. A Participant may waive the “qualified joint and survivor annuity” described in Section 14.04 and elect another form of distribution permitted under the Plan at any time during the 90-day period ending on his Annuity Starting Date; provided, however, that if the Participant is married, his spouse must consent in writing to such election as provided in Section 14.06. Spousal consent is not required if the Participant elects distribution in the form of a different “qualified joint and survivor annuity”.

A Participant may waive the “qualified preretirement survivor annuity” and designate a non-spouse Beneficiary at any time during the “applicable election period”; provided, however, that the Participant’s spouse must consent in writing to such election as provided in Section 14.06. The “applicable election period” begins on the later of (1) the date the Participant’s Account becomes subject to the requirements of Section 14.04 or (2) the first day of the Plan Year in which the Participant attains age 35 or, if he terminates employment prior to such date, the date he terminates employment with the Employer and all Related Employers. The “applicable election period” ends on the earlier of the Participant’s Annuity Starting Date or the date of the Participant’s death. A Participant whose employment has not terminated may elect to waive the “qualified preretirement survivor annuity” prior to the Plan Year in which he attains age 35, provided that any such waiver shall cease to be effective as of the first day of the Plan Year in which the Participant attains age 35.

If the Employer has specified in Section 1.19 of the Adoption Agreement that less than 100 percent of a Participant’s Account shall be used to purchase the “qualified preretirement survivor annuity”, the Participant may designate a non-spouse Beneficiary for the balance of the Participant’s vested interest in his Account that is not used to purchase the “qualified preretirement survivor annuity”. Such designation shall not be subject to the spousal consent requirements of Section 14.06.

14.06. Spouse’s Consent to Waiver. A spouse’s written consent to a Participant’s waiver of the “qualified joint and survivor annuity” or “qualified preretirement survivor annuity” forms of distribution must acknowledge the effect of the Participant’s election and must be witnessed by a Plan representative or a notary public. In addition, the spouse’s written consent must either (a) specify the form of distribution elected instead of the “qualified joint and survivor annuity”, if applicable, and that such form may not be changed (except to a “qualified joint and survivor annuity”) without written spousal consent and specify any non-spouse Beneficiary designated by the Participant, if applicable, and that such designation may not be changed without written spousal consent or (b)

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acknowledge that the spouse has the right to limit consent as provided in clause (a) above, but permit the Participant to change the form of distribution elected or the designated Beneficiary without the spouse’s further consent.

A Participant’s spouse shall be deemed to have given written consent to a Participant’s waiver if the Participant establishes to the satisfaction of a Plan representative that spousal consent cannot be obtained because the spouse cannot be located or because of other circumstances set forth in Code Section 401(a)(11) and Treasury Regulations issued thereunder.

Any written consent given or deemed to have been given by a Participant’s spouse hereunder shall be irrevocable and shall be effective only with respect to such spouse and not with respect to any subsequent spouse.

A spouse’s consent to a Participant’s waiver shall be valid only if the applicable notice described in Section 14.07 or 14.08 has been provided to the Participant.

14.07. Notice Regarding “Qualified Joint and Survivor Annuity”. The notice provided to a Participant under Section 14.05 shall include a written explanation of (a) the terms and conditions of the “qualified joint and survivor annuity” provided herein, (b) the Participant’s right to make, and the effect of, an election to waive the “qualified joint and survivor annuity”, (c) the rights of the Participant’s spouse under Section 14.06, and (d) the Participant’s right to revoke an election to waive the “qualified joint and survivor annuity” prior to his Annuity Starting Date.

14.08. Notice Regarding “Qualified Preretirement Survivor Annuity”. If a Participant’s Account is subject to the requirements of Section 14.04, the Administrator shall provide the Participant with a written explanation of the “qualified preretirement survivor annuity” comparable to the written explanation provided with respect to the “qualified joint and survivor annuity”, as described in Section 14.07. Such explanation shall be furnished within whichever of the following periods ends last:

(a) the period beginning with the first day of the Plan Year in which the Participant reaches age 32 and ending with the end of the Plan Year preceding the Plan Year in which he reaches age 35;

(b) a reasonable period ending after the Employee becomes an Active Participant;

(c) a reasonable period ending after Section 14.04 first becomes applicable to the Participant’s Account; or

(d) in the case of a Participant who separates from service before age 35, a reasonable period ending after such separation from service.

For purposes of the preceding sentence, the two-year period beginning one year prior to the date of the event described in Subsection 14.08(b), (c) or (d) above, whichever is applicable, and ending one year after such date shall be considered reasonable, provided, that in the case of a Participant who separates from service under Subsection 14.08(d) above and subsequently recommences employment with the Employer, the applicable period for such Participant shall be redetermined in accordance with this Section 14.08.

14.09. Former Spouse. For purposes of this Article, a former spouse of a Participant shall be treated as the spouse or surviving spouse of the Participant, and a current spouse shall not be so treated, to the extent required under a qualified domestic relations order, as defined in Code Section 414(p).

Article 15. Too-Heavy Provisions.

15.01. Definitions. For purposes of this Article, the following special definitions shall apply:

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(a) “Determination date” means, for any Plan Year subsequent to the first Plan Year, the last day of the preceding Plan Year. For the first Plan Year of the Plan, “determination date” means the last day of that Plan Year.

(b) “Determination period” means the Plan Year containing the “determination date” and the four preceding Plan Years.

(c) “Key employee” means any Employee or former Employee (and the Beneficiary of any such Employee) who at any time during the “determination period” was (1) an officer of the Employer or a Related Employer whose annual Compensation exceeds 50 percent of the dollar limitation under Code Section 415(b)(1)(A), (2) one of the ten Employees whose annual Compensation from the Employer or a Related Employer exceeds the dollar limitation under Code Section 415(c)(1)(A) and who owns (or is considered as owning under Code Section 318) one of the largest interests in the Employer and all Related Employers, (3) a five percent owner of the Employer and all Related Employers or (4) a one percent owner of the Employer and all Related Employers whose annual Compensation exceeds $150,000. The determination of who is a “key employee” shall be made in accordance with Code Section 416(i)(1) and regulations issued thereunder.

(d) “Permissive aggregation group” means the “required aggregation group” plus any other qualified plans of the Employer or a Related Employer which, when considered as a group with the “required aggregation group”, would continue to satisfy the requirements of Code Sections 401(a)(4) and 410.

(e) “Required aggregation group” means:

(1) Each qualified plan of the Employer or Related Employer in which at least one “key employee” participates, or has participated at any time during the “determination period” (regardless of whether the plan has terminated), and

(2) any other qualified plan of the Employer or Related Employer which enables a plan described in Subsection 15.01(e)(1) above to meet the requirements of Code Section 401(a)(4) or 410.

(f) “Top-heavy plan” means a plan in which any of the following conditions exists:

(1) the “top-heavy ratio” for the plan exceeds 60 percent and the Plan is not part of any “required aggregation group” or “permissive aggregation group”;

(2) the plan is a part of a “required aggregation group” but not part of a “permissive aggregation group” and the “top-heavy ratio” for the “required aggregation group” exceeds 60 percent; or

(3) the plan is a part of a “required aggregation group” and a “permissive aggregation group” and the “top-heavy ratio” for both groups exceeds 60 percent.

(g) “Top-heavy ratio” means:

(1) With respect to the Plan, or with respect to any “required aggregation group” or “permissive aggregation group” that consists solely of defined contribution plans (including any simplified employee pension, as defined in Code Section 408(k)), a fraction, the numerator of which is the sum of the account balances of all “key employees” under the plans as of the

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“determination date” (including any part of any account balance distributed during the five-year period ending on the “determination date”), and the denominator of which is the sum of all account balances (including any part of any account balance distributed during the five-year period ending on the “determination date”) of all participants under the plans as of the “determination date”. Both the numerator and denominator of the “top-heavy ratio” shall be increased, to the extent required by Code Section 416, to reflect any contribution which is due but unpaid as of the “determination date”.

(2) With respect to any “required aggregation group” or “permissive aggregation group” that includes one or more defined benefit plans which, during the five-year period ending on the “determination date”, has covered or could cover an Active Participant in the Plan, a fraction, the numerator of which is the sum of the account balances under the defined contribution plans for all “key employees” and the present value of accrued benefits under the defined benefit plans for all “key employees”, and the denominator of which is the sum of the account balances under the defined contribution plans for all participants and the present value of accrued benefits under the defined benefit plans for all participants. Both the numerator and denominator of the “top-heavy ratio” shall be increased for any distribution of an account balance or an accrued benefit made during the five-year period ending on the “determination date” and any contribution due but unpaid as of the “determination date”.

For purposes of Subsections 15.01(g)(1) and (2) above, the value of accounts and the present value of accrued benefits shall be determined as of the most recent “determination date”, except as provided in Code Section 416 and the regulations issued thereunder for the first and second plan years of a defined benefit plan. When aggregating plans, the value of accounts and accrued benefits shall be calculated with reference to the “determination dates” that fall within the same calendar year. The present value of accrued benefits shall be determined using the interest rate and mortality table specified in Subsection 1.21(b) of the Adoption Agreement.

The accounts and accrued benefits of a Participant who is not a “key employee” but who was a “key employee” in a prior year, or who has not performed services for the Employer or any Related Employer at any time during the five-year period ending on the “determination date”, shall be disregarded. The calculation of the “top-heavy ratio”, and the extent to which distributions, rollovers, and transfers are taken into account, shall be made in accordance with Code Section 416 and the regulations issued thereunder. Deductible employee contributions shall not be taken into account for purposes of computing the “top-heavy ratio”.

For purposes of determining if the Plan, or any other plan included in a “required aggregation group” of which the Plan is a part, is a “top-heavy plan”, the accrued benefit in a defined benefit plan of an Employee other than a “key employee” shall be determined under the method, if any, that uniformly applies for accrual purposes under all plans maintained by the Employer or a Related Employer, or, if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional accrual rate of Code Section 411(b)(1)(C).

15.02. Application. If the Plan is or becomes a “top-heavy plan” in any Plan Year or is automatically deemed to be a “top-heavy plan” in accordance with the Employer’s selection in Subsection 1.21(a)(1) of the Adoption Agreement, the provisions of this Article shall apply and shall supersede any conflicting provision in the Plan.

15.03. Minimum Contribution. Except as otherwise specifically provided in this Section 15.03, the Nonelective Employer Contributions made for the Plan Year on behalf of any Active Participant who is not a “key employee” shall not be less than the lesser of three percent (or such other percentage selected by the Employer in Subsection 1.21(c) of the Adoption Agreement) of such Participant’s Compensation for the Plan Year or, in the case

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where neither the Employer nor any Related Employer maintains a defined benefit plan which uses the Plan to satisfy Code Section 401(a)(4) or 410, the largest percentage of Employer contributions made on behalf of any “key employee” for the Plan Year, expressed as a percentage of the “key employee’s” Compensation for the Plan Year, unless the Employer has provided in Subsection 1.21(c) of the Adoption Agreement that the minimum contribution requirement shall be met under the other plan or plans of the Employer.

The minimum contribution required under this Section 15.03 shall be made to the Account of an Active Participant even though, under other Plan provisions, the Active Participant would not otherwise be entitled to receive a contribution, or would have received a lesser contribution for the Plan Year, because (a) the Active Participant failed to complete the Hours of Service requirement selected by the Employer in Subsection 1.10(d) or 1.11(c) of the Adoption Agreement, or (b) the Participant’s Compensation was less than a stated amount; provided, however, that no minimum contribution shall be made for a Plan Year to the Account of an Active Participant who is not employed by the Employer or a Related Employer on the last day of the Plan Year.

The minimum contribution for the Plan Year made on behalf of each Active Participant who is not a “key employee” and who is a participant in a defined benefit plan maintained by the Employer or a Related Employer shall not be less than five percent of such Participant’s Compensation for the Plan Year, unless the Employer has provided in Subsection 1.21(c) of the Adoption Agreement that the minimum contribution requirement shall be met under the other plan or plans of the Employer.

That portion of a Participant’s Account that is attributable to minimum contributions required under this Section 15.03, to the extent required to be nonforfeitable under Code Section 416(b), may not be forfeited under Code Section 411(a)(3)(B).

Notwithstanding any other provision of the Plan to the contrary, for purposes of this Article, Compensation shall include amounts that are not includable in the gross income of the Participant under a salary reduction agreement by reason of the application of Code Section 125, 132(f)(4), 402(e)(3), 402(h), or 403(b). Compensation shall generally be based on the amount actually paid to the Eligible Employee during the Plan Year or during that portion of the Plan Year during which the Eligible Employee is an Active Participant, as elected by the Employer in Subsection 1.05(c) of the Adoption Agreement.

15.04. Modification of Allocation Provisions to Meet Minimum Contribution Requirements. If the Employer elected a discretionary Nonelective Employer Contribution in Subsection 1.11(b) of the Adoption Agreement, the provisions for allocating Nonelective Employer Contributions described in Subsection 5.10(b) shall be modified as provided herein to meet the minimum contribution requirements of Section 15.03.

(a) If the Employer selected the non-integrated formula in Subsection 1.11(b)(1) of the Adoption Agreement, Nonelective Employer Contributions shall be allocated as follows:

(1) Nonelective Employer Contributions shall be allocated to each eligible Active Participant, as determined under this Section 15.04, who is not a “key employee” in the same ratio that the eligible Active Participant’s Compensation for the Plan Year bears to the total Compensation of all such eligible Active Participants for the Plan Year; provided, however that such ratio shall not exceed three percent of a Participant’s Compensation for the Plan Year (or such other percentage selected by the Employer in Subsection 1.21(c) of the Adoption Agreement).

(2) If any Nonelective Employer Contributions remain after the allocation in Subsection 15.04(a)(1) above, the remaining Nonelective Employer Contributions shall be allocated to each eligible Active Participant, as determined under this Section 15.04, who is a “key employee” in the same ratio that the eligible Active Participant’s Compensation for the Plan Year bears to the total Compensation of all such eligible Active Participants for the Plan Year; provided, however

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that such ratio shall not exceed three percent of a Participant’s Compensation for the Plan Year (or such other percentage selected by the Employer in Subsection 1.21(c) of the Adoption Agreement).

(3) If any Nonelective Employer Contributions remain after the allocation in Subsection 15.04(a)(2) above, the remaining Nonelective Employer Contributions shall be allocated to each eligible Active Participant, as determined under this Section 15.04, in the same ratio that the eligible Active Participant’s Compensation for the Plan Year bears to the total Compensation of all such eligible Active Participants for the Plan Year.

(b) If the Employer selected the integrated formula in Subsection 1.11(b)(2) of the Adoption Agreement, the “permitted disparity limit”, as defined in Subsection 1.11(b)(2) of the Adoption Agreement, shall be reduced by the percentage allocated under Subsection 15.04(b)(1) or (2) below, and the allocation steps in Subsection 5.10(b)(2) shall be preceded by the following steps:

(1) Nonelective Employer Contributions shall be allocated to each eligible Active Participant, as determined under this Section 15.04, who is not a “key employee” in the same ratio that the eligible Active Participant’s Compensation for the Plan Year bears to the total Compensation of all such eligible Active Participants for the Plan Year; provided, however that such ratio shall not exceed three percent of a Participant’s Compensation for the Plan Year (or such other percentage selected by the Employer in Subsection 1.21(c) of the Adoption Agreement).

(2) If any Nonelective Employer Contributions remain after the allocation in Subsection 15.04(b)(1) above, the remaining Nonelective Employer Contributions shall be allocated to each eligible Active Participant, as determined under this Section 15.04, who is a “key employee” in the same ratio that the eligible Active Participant’s Compensation for the Plan Year bears to the total Compensation of all such eligible Active Participants for the Plan Year; provided, however that such ratio shall not exceed three percent of a Participant’s Compensation for the Plan Year (or such other percentage selected by the Employer in Subsection 1.21(c) of the Adoption Agreement).

(3) If any Nonelective Employer Contributions remain after the allocation in Subsection 15.04(b)(2) above, the remaining Nonelective Employer Contributions shall be allocated to each eligible Active Participant in the same ratio that the eligible Active Participant’s Excess Compensation for the Plan Year bears to the total Excess Compensation of all eligible Participants for the Plan Year; provided, however, that such ratio shall not exceed three percent (or such other percentage selected by the Employer in Subsection 1.21(c) of the Adoption Agreement).

15.05. Adjustment to the Limitation on Contributions and Benefits. For Limitation Years beginning prior to January 1, 2000, if the Plan is a “top-heavy plan”, the number 100 shall be substituted for the number 125 in determining the “defined benefit fraction”, as defined in Subsection 6.01(f) and the “defined contribution fraction”, as defined in Subsection 6.01(g). However, this substitution shall not take effect with respect to the Plan in any Plan Year in which the following requirements are satisfied:

(a) The Employer contributions for such Plan Year made on behalf of each eligible Active Participant, as determined under Section 15.03, who is not a “key employee” and who is a participant in a defined benefit plan maintained by the Employer or a Related Employer is not less than 7½ percent of such eligible Active Participant’s Compensation.

(b) The “top-heavy ratio” for the Plan (or the “required aggregation group” or “permissible aggregation group”, as applicable) does not exceed 90 percent.

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The substitutions of the number 100 for 125 shall not take effect in any Limitation Year with respect to any Participant for whom no benefits are accrued or contributions made for the Limitation Year.

15.06. Accelerated Vesting. For any Plan Year in which the Plan is or is deemed to be a “top-heavy plan” and all Plan Years thereafter, the top-heavy vesting schedule selected by the Employer in Subsection 1.21(d) of the Adoption Agreement shall automatically apply to the Plan. The top-heavy vesting schedule applies to all benefits within the meaning of Code Section 411(a)(7) except those already subject to a vesting schedule which vests at least as rapidly in all cases as the schedule elected in Subsection 1.21(d) of the Adoption Agreement, including benefits accrued before the Plan becomes a “top-heavy plan”. Notwithstanding the foregoing provisions of this Section 15.06, the top-heavy vesting schedule does not apply to the Account of any Participant who does not have an Hour of Service after the Plan initially becomes or is deemed to have become a “top-heavy plan” and such Employee’s Account attributable to Employer Contributions shall be determined without regard to this Section 15.06.

15.07. Exclusion of Collectively-Bargained Employees. Notwithstanding any other provision of this Article 15, Employees who are included in a unit covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between employee representatives and one or more employers shall not be included in determining whether or not the Plan is a “top-heavy plan”. In addition, such Employees shall not be entitled to a minimum contribution under Section 15.03 or accelerated vesting under Section 15.06, unless otherwise provided in the collective bargaining agreement.

Article 16. Amendment and Termination.

16.01. Amendments by the Employer that do Not Affect Prototype Status. The Employer reserves the authority through a board of directors’ resolution or similar action, subject to the provisions of Article 1 and Section 16.04, to amend the Plan as provided herein, and such amendment shall not affect the status of the Plan as a prototype plan.

(a) The Employer may amend the Adoption Agreement to make a change or changes in the provisions previously elected by it. Such amendment may be made either by (1) completing an amended Adoption Agreement on which the Employer has indicated the change or changes, or (2) adopting an amendment, executed by the Employer only, in the form provided by the Prototype Sponsor, that provides replacement pages to be inserted into the Adoption Agreement, which pages include the change or changes. Any such amendment must be filed with the Trustee.

(b) The Employer may make a separate amendment to the Plan as necessary to satisfy Code Section 415 or 416 because of the required aggregation of multiple plans by completely overriding the Basic Plan Document provisions.

(c) The Employer may adopt certain model amendments published by the Internal Revenue Service which specifically provide that their adoption shall not cause the Plan to be treated as an individually designed plan.

16.02. Amendments by the Employer that Affect Prototype Status. The Employer reserves the authority through a board of directors’ resolution or similar action, subject to the provisions of Section 16.04, to amend the Plan in a manner other than that provided in Section 16.01. However, upon making such amendment, including, if the Plan is a money purchase pension plan, a waiver of the minimum funding requirement under Code Section 412(d), the Employer may no longer participate in this prototype plan arrangement and shall be deemed to have an individually designed plan. Following such amendment, the Trustee may transfer the assets of the Trust to the trust forming part of such newly adopted plan upon receipt of sufficient evidence (such as a determination letter or opinion letter from the Internal Revenue Service or an opinion of counsel satisfactory to the Trustee) that such trust shall be a qualified trust under the Code.

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16.03. Amendment by the Mass Submitter Sponsor and the Prototype Sponsor. The Mass Submitter Sponsor may in its discretion amend the mass submitter prototype plan at any time, subject to the provisions of Article 1 and Section 16.04, and provided that the Mass Submitter Sponsor mails a copy of such amendment to each Prototype Sponsor that maintains the prototype plan or a minor modifier of the prototype plan. Each Prototype Sponsor shall provide a copy of such amendment to each Employer adopting its prototype plan at the Employer’s last known address as shown on the books maintained by the Prototype Sponsor or its affiliates.

The Prototype Sponsor may, in its discretion, amend the Plan or the Adoption Agreement, subject to the provisions of Article 1 and Section 16.04, and provided that such amendment does not change the Plan’s status as a word for word adoption of the mass submitter prototype plan or a minor modifier of the mass submitter prototype plan, unless such Prototype Sponsor elects no longer to be a sponsoring organization with respect to the mass submitter prototype plan. The Prototype Sponsor shall provide a copy of such amendment to each Employer adopting its prototype plan at the Employer’s last known address as shown on the books maintained by the Prototype Sponsor or its affiliates.

16.04. Amendments Affecting Vested and/or Accrued Benefits. Except as permitted by Section 16.05, Section 1.19(e) and the Forms of Payment Addendum to the Adoption Agreement, and/or Code Section 411(d)(6) and regulations issued thereunder, no amendment to the Plan shall be effective to the extent that it has the effect of decreasing a Participant’s Account or eliminating an optional form of benefit with respect to benefits attributable to service before the amendment. Furthermore, if the vesting schedule of the Plan is amended, the nonforfeitable interest of a Participant in his Account, determined as of the later of the date the amendment is adopted or the date it becomes effective, shall not be less than the Participant’s nonforfeitable interest in his Account determined without regard to such amendment.

If the Plan is a money purchase pension plan, no amendment to the Plan that provides for a significant reduction in contributions to the Plan shall be made unless notice has been furnished to Participants and alternate payees under a qualified domestic relations order as provided in ERISA Section 204(h).

If the Plan’s vesting schedule is amended because of a change to “top-heavy plan” status, as described in Subsection 15.01(f), the accelerated vesting provisions of Section 15.06 shall continue to apply for all Plan Years thereafter, regardless of whether the Plan is a “top-heavy plan” for such Plan Year. If the Plan’s vesting schedule is amended and an Employee’s vested interest, as calculated by using the amended vesting schedule, is less in any year than the Employee’s vested interest calculated under the Plan’s vesting schedule immediately prior to the amendment, the amended vesting schedule shall apply only to Employees hired on or after the effective date of the change in vesting schedule.

16.05. Retroactive Amendments Made by the Mass Submitter or Prototype Sponsor. An amendment made by the Mass Submitter Sponsor or Prototype Sponsor in accordance with Section 16.03 may be made effective on a date prior to the first day of the Plan Year in which it is adopted if, in published guidance, the Internal Revenue Service either permits or requires such an amendment to be made to enable the Plan and Trust to satisfy the applicable requirements of the Code and all requirements for the retroactive amendment are satisfied.

16.06. Termination. The Employer has adopted the Plan with the intention and expectation that contributions shall be continued indefinitely. However, said Employer has no obligation or liability whatsoever to maintain the Plan for any length of time and may amend the Plan to discontinue contributions under the Plan or terminate the Plan at any time without any liability hereunder for any such discontinuance or termination. The Employer may terminate the Plan by written notice delivered to the Trustee.

16.07. Distribution upon Termination of the Plan. Upon termination or partial termination of the Plan or complete discontinuance of contributions thereunder, each Participant (including a terminated Participant with respect to amounts not previously forfeited by him) who is affected by such termination or partial termination or discontinuance shall have a vested interest in his Account of 100 percent. Subject to Section 12.01 and Article 14,

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upon receipt of written instructions from the Administrator, the Trustee shall distribute to each Participant or other person entitled to distribution the balance of the Participant’s Account in a single lump sum payment. In the absence of such instructions, the Trustee shall notify the Administrator of such situation and the Trustee shall be under no duty to make any distributions under the Plan until it receives written instructions from the Administrator. Upon the completion of such distributions, the Trust shall terminate, the Trustee shall be relieved from all liability under the Trust, and no Participant or other person shall have any claims thereunder, except as required by applicable law.

If distribution is to be made to a Participant or Beneficiary who cannot be located, the Administrator shall give written instructions to the Trustee to (a) escheat the distributable amount to the State or Commonwealth of the distributee’s last known address or (b) draw a check in the distributable amount and mail it to the distributee’s last known address. In the absence of such instructions, the Trustee shall make distribution to the distributee by drawing a check in the distributable amount and mailing it to the distributee’s last known address.

16.08. Merger or Consolidation of Plan; Transfer of Plan Assets. In case of any merger or consolidation of the Plan with, or transfer of assets and liabilities of the Plan to, any other plan, provision must be made so that each Participant would, if the Plan then terminated, receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation or transfer if the Plan had then terminated.

Article 17. Amendment and Continuation of Prior Plan; Transfer of Funds to or from Other Qualified Plans.

17.01. Amendment and Continuation of Prior Plan. In the event the Employer has previously established a plan (the “prior plan”) which is a defined contribution plan under the Code and which on the date of adoption of the Plan meets the applicable requirements of Code Section 401(a), the Employer may, in accordance with the provisions of the prior plan, amend and restate the prior plan in the form of the Plan and become the Employer hereunder, subject to the following:

(a) Subject to the provisions of the Plan, each individual who was a Participant in the prior plan immediately prior to the effective date of such amendment and restatement shall become a Participant in the Plan.

(b) Except as provided in Section 16.04, no election may be made under the vesting provisions of the Adoption Agreement if such election would reduce the benefits of a Participant under the Plan to less than the benefits to which he would have been entitled if he voluntarily separated from the service of the Employer immediately prior to such amendment and restatement.

(c) No amendment to the Plan shall decrease a Participant’s accrued benefit or eliminate an optional form of benefit, except as permitted under Section 1.19(e) and the Forms of Payment Addendum to the Adoption Agreement.

(d) The amounts standing to the credit of a Participant’s account immediately prior to such amendment and restatement which represent the amounts properly attributable to (1) contributions by the Participant and (2) contributions by the Employer and forfeitures shall constitute the opening balance of his Account or Accounts under the Plan.

(e) Amounts being paid to an Inactive Participant or to a Beneficiary in accordance with the provisions of the prior plan shall continue to be paid in accordance with such provisions.

(f) Any election and waiver of the “qualified preretirement survivor annuity”, as defined in Section 14.01, in effect after August 23, 1984, under the prior plan immediately before such amendment and restatement shall be deemed a valid election and waiver of Beneficiary under Section 14.04 if such

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designation satisfies the requirements of Sections 14.05 and 14.06, unless and until the Participant revokes such election and waiver under the Plan.

(g) Unless the Employer and the Trustee agree otherwise, all assets of the predecessor trust shall be deemed to be assets of the Trust as of the effective date of such amendment. Such assets shall be invested by the Trustee as soon as reasonably practicable pursuant to Article 8. The Employer agrees to assist the Trustee in any way requested by the Trustee in order to facilitate the transfer of assets from the predecessor trust to the Trust Fund.

17.02. Transfer of Funds from an Existing Plan. The Employer may from time to time direct the Trustee, in accordance with such rules as the Trustee may establish, to accept cash, allowable Fund Shares or participant loan promissory notes transferred for the benefit of Participants from a trust forming part of another qualified plan under the Code, provided such plan is a defined contribution plan. Such transferred assets shall become assets of the Trust as of the date they are received by the Trustee. Such transferred assets shall be credited to Participants’ Accounts in accordance with their respective interests immediately upon receipt by the Trustee. A Participant’s interest under the Plan in transferred assets which were fully vested and nonforfeitable under the transferring plan or which were transferred to the Plan in a manner intended to satisfy the requirements of subsection (b) of this Section 17.02 shall be fully vested and nonforfeitable at all times. A Participant’s interest under the Plan in transferred assets which were transferred to the Plan in a manner intended to satisfy the requirements of subsection (a) of this Section 17.02 shall be determined in accordance with the terms of the Plan unless the transferor plan’s vesting schedule is more favorable. Such transferred assets shall be invested by the Trustee in accordance with the provisions of Subsection 17.01(g) as if such assets were transferred from a prior plan. Except as otherwise provided below, no transfer of assets in accordance with this Section 17.02 may cause a loss of an accrued or optional form of benefit protected by Code Section 411(d)(6).

Effective for transfers made on or after January 1, 2002, the terms of the Plan as in effect at the time of the transfer shall apply to the amounts transferred regardless of whether such application would have the effect of eliminating or reducing an optional form of benefit protected by Code Section 411(d)(6) which was previously available with respect to any amount transferred to the Plan pursuant to this Section 17.02, provided that such transfer satisfies the requirements set forth in either (a) or (b):

(a) (1) The transfer is conditioned upon a voluntary, fully informed election by the Participant to transfer his entire account balance to the Plan. As an alternative to the transfer, the Participant is offered the opportunity to retain the form of benefit previously available to him (or, if the transferor plan is terminated, to receive any optional form of benefit for which the participant is eligible under the transferor plan as required by Code Section 411(d)(6));

(2) If the defined contribution plan from which the transfer is made is a money purchase pension plan, the Plan is a money purchase plan or, if the defined contribution plan from which the transfer is made includes a qualified cash or deferred arrangement, the Plan includes a cash or deferred arrangement; and

(3) The transfer is made either in connection with an asset or stock acquisition, merger or other similar transaction involving a change in employer of the employees of a trade or business (i.e., an acquisition or disposition within the meaning of Section 1.410(b)-2(f)) or in connection with the participant’s change in employment status such that the participant is not entitled to additional allocations under the transferor plan.

(b) (1) The transfer satisfies the requirements of subsection (a)(l) of this Section 17.02;

(2) The transfer occurs at a time when the Participant is eligible, under the terms of the transferor plan, to receive an immediate distribution of his account;

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(3) If the transfer occurs on or after January 1, 2002, the transfer occurs at a time when the participant is not eligible to receive an immediate distribution of his entire nonforfeitable account balance in a single sum distribution that would consist entirely of an eligible rollover distribution within the meaning of Code Section 401(a)(31)(C); and

(4) The amount transferred, together with the amount of any contemporaneous Code Section 401(a)(31) direct rollover to the Plan, equals the entire nonforfeitable account of the participant whose account is being transferred.

It is the Employer’s obligation to ensure that all assets of the Plan, other than those maintained in a separate trust or fund pursuant to the provisions of Section 20.10, are transferred to the Trustee. The Trustee shall have no liability for and no duty to inquire into the administration of such transferred assets for periods prior to the transfer.

17.03. Acceptance of Assets by Trustee. The Trustee shall not accept assets which are not either in a medium proper for investment under the Plan, as set forth in the Plan and the Service Agreement, or in cash. Such assets shall be accompanied by instructions in writing (or such other medium as may be acceptable to the Trustee) showing separately the respective contributions by the prior employer and by the Participant, and identifying the assets attributable to such contributions. The Trustee shall establish such accounts as may be necessary or appropriate to reflect such contributions under the Plan. The Trustee shall hold such assets for investment in accordance with the provisions of Article 8, and shall in accordance with the written instructions of the Employer make appropriate credits to the Accounts of the Participants for whose benefit assets have been transferred.

17.04. Transfer of Assets from Trust. Effective on or after January 1, 2002, the Employer may direct the Trustee to transfer all or a specified portion of the Trust assets to any other plan or plans maintained by the Employer or the employer or employers of an Inactive Participant or Participants, provided that the Trustee has received evidence satisfactory to it that such other plan meets all applicable requirements of the Code, subject to the following:

(a) The assets so transferred shall be accompanied by instructions in writing (or such other medium as may be acceptable to the Trustee) from the Employer naming the persons for whose benefit such assets have been transferred, showing separately the respective contributions by the Employer and by each Inactive Participant, if any, and identifying the assets attributable to the various contributions. The Trustee shall not transfer assets hereunder until all applicable filing requirements are met. The Trustee shall have no further liabilities with respect to assets so transferred.

(b) A transfer of assets made pursuant to this Section 17.04 may result in the elimination or reduction of an optional form of benefit protected by Code Section 411(d)(6), provided that the transfer satisfies the requirements set forth in either (1) or (2):

(1) (i) The transfer is conditioned upon a voluntary, fully informed election by the Participant to transfer his entire Account to the other defined contribution plan. As an alternative to the transfer, the Participant is offered the opportunity to retain the form of benefit previously available to him (or, if the Plan is terminated, to receive any optional form of benefit for which the Participant is eligible under the Plan as required by Code Section 411(d)(6));

(ii) If the Plan is a money purchase pension plan, the defined contribution plan to which the transfer is made must be a money purchase pension plan and if the Plan includes a qualified cash or deferred arrangement under Code Section 401(k), the defined contribution plan to which the transfer is made must include a qualified cash or deferred arrangement; and

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(iii) The transfer is made either in connection with an asset or stock acquisition, merger or other similar transaction involving a change in employer of the employees of a trade or business (i.e., an acquisition or disposition within the meaning of Section 1.410(b)-2(f)) or in connection with the Participant’s change in employment status such that the Participant becomes an Inactive Participant.

(2) (i) The transfer satisfies the requirements of subsection (1)(i) of this Section 17.04;

(ii) The transfer occurs at a time when the Participant is eligible, under the terms of the Plan, to receive an immediate distribution of his benefit;

(iii) If the transfer occurs on or after January 1, 2002, the transfer occurs at a time when the Participant is not eligible to receive an immediate distribution of his entire nonforfeitable Account in a single sum distribution that would consist entirely of an eligible rollover distribution within the meaning of Code Section 401(a)(31)(C);

(iv) The Participant is fully vested in the transferred amount in the transferee plan; and

(v) The amount transferred, together with the amount of any contemporaneous Code Section 401(a)(31) direct rollover to the transferee plan, equals the entire nonforfeitable Account of the Participant whose Account is being transferred.

Article 18. Miscellaneous.

18.01. Communication to Participants. The Plan shall be communicated to all Eligible Employees by the Employer promptly after the Plan is adopted.

18.02. Limitation of Rights. Neither the establishment of the Plan and the Trust, nor any amendment thereof, nor the creation of any fund or account, nor the payment of any benefits, shall be construed as giving to any Participant or other person any legal or equitable right against the Employer, Administrator or Trustee, except as provided herein; and in no event shall the terms of employment or service of any Participant be modified or in any way affected hereby. It is a condition of the Plan, and each Participant expressly agrees by his participation herein, that each Participant shall look solely to the assets held in the Trust for the payment of any benefit to which he is entitled under the Plan.

18.03. Nonalienability of Benefits. Except as provided in Code Sections 401(a)(13)(C) and (D) (relating to offsets ordered or required under a criminal conviction involving the Plan, a civil judgment in connection with a violation or alleged violation of fiduciary responsibilities under ERISA, or a settlement agreement between the Participant and the Department of Labor in connection with a violation or alleged violation of fiduciary responsibilities under ERISA), Section 1.401(a)-13(b)(2) of the Treasury Regulations (relating to Federal tax levies), or as otherwise required by law, the benefits provided hereunder shall not be subject to alienation, assignment, garnishment, attachment, execution or levy of any kind, either voluntarily or involuntarily, and any attempt to cause such benefits to be so subjected shall not be recognized. The preceding sentence shall also apply to the creation, assignment, or recognition of a right to any benefit payable with respect to a Participant pursuant to a domestic relations order, unless such order is determined by the Administrator to be a qualified domestic relations order, as defined in Code Section 414(p), or any domestic relations order entered before January 1, 1985.

18.04. Qualified Domestic Relations Orders Procedures. The Administrator must establish reasonable procedures to determine the qualified status of a domestic relations order. Upon receiving a domestic relations order, the Administrator shall promptly notify the Participant and any alternate payee named in the order, in writing, of the receipt of the order and the Plan’s procedures for determining the qualified status of the order. Within a

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reasonable period of time after receiving the domestic relations order, the Administrator must determine the qualified status of the order and must notify the Participant and each alternate payee, in writing, of its determination. The Administrator shall provide such notice by mailing to the individual’s address specified in the domestic relations order, or in a manner consistent with the Department of Labor regulations.

If any portion of the Participant’s Account is payable during the period the Administrator is making its determination of the qualified status of the domestic relations order, the Administrator must make a separate accounting of the amounts payable. If the Administrator determines the order is a qualified domestic relations order within 18 months of the date amounts first are payable following receipt of the order, the Administrator shall direct the Trustee to distribute the payable amounts in accordance with the order. If the Administrator does not make his determination of the qualified status of the order within the 18-month determination period, the Administrator shall direct the Trustee to distribute the payable amounts in the manner the Plan would distribute if the order did not exist and shall apply the order prospectively if the Administrator later determines the order is a qualified domestic relations order.

The Trustee shall set up segregated accounts for each alternate payee when properly notified by the Administrator.

A domestic relations order shall not fail to be deemed a qualified domestic relations order merely because it requires the distribution or segregation of all or part of a Participant’s Account with respect to an alternate payee prior to the Participant’s earliest retirement age (as defined in Code Section 414(p)) under the Plan. A distribution to an alternate payee prior to the Participant’s attainment of the earliest retirement age is available only if (a) the order specifies distribution at that time and (b) if the present value of the alternate payee’s benefits under the Plan exceeds $5,000 as determined under Section 13.02 (or such larger amount as may be specified in Code Section 417(e)(1)), and the order requires, and the alternate payee consents to, a distribution occurring prior to the Participant’s attainment of earliest retirement age.

18.05. Additional Rules for Paired Plans. If the Employer has adopted both a money purchase pension plan and a profit sharing plan under this Basic Plan Document which are to be considered paired plans, the elections in Section 1.04 of the Adoption Agreement must be identical with respect to both plans. When the paired plans are “top-heavy plans”, as defined in Subsection 15.01(f), or are deemed to be “top-heavy plans”, the money purchase pension plan shall provide the minimum contribution required under Section 15.03, unless contributions under the money purchase pension plan are frozen.

18.06. Application of Plan Provisions in Multiple Employer Plans. Notwithstanding any other provision of the Plan to the contrary, if one of the Employers designated in Subsection 1.02(b) of the Adoption Agreement is not a Related Employer, the Prototype Sponsor reserves the right to take any or all of the following actions:

(a) treat the Plan as a multiple employer plan;

(b) permit the Employer to amend the Plan to exclude the un-Related Employer from participation in the Plan; or

(c) treat the Employer as having amended the Plan in the manner described in Section 16.02 such that the Employer may no longer participate in this prototype plan arrangement.

For the period, if any, that the Prototype Sponsor elects to treat the Plan as a multiple employer plan, each un-Related Employer shall be treated as a separate Employer for purposes of contributions, application of the “ADP” and “ACP” tests described in Sections 6.03 and 6.06, application of the Code Section 415 limitations described in Section 6.12, top-heavy determinations and application of the top-heavy requirements under Article 15, and application of such other Plan provisions as the Employers determine to be appropriate. For any such period, the Prototype Sponsor shall continue to treat the Employer as participating in this prototype plan arrangement for

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purposes of Plan administration, notices or other communications in connection with the Plan, and other Plan-related services; provided, however, that if the Employer applies to the Internal Revenue Service for a determination letter, the multiple employer plan shall be filed on the form appropriate for multiple employer plans. The Administrator shall be responsible for administering the Plan as a multiple employer plan.

18.07. Veterans Reemployment Rights. Notwithstanding any other provision of the Plan to the contrary, contributions, benefits, and service credit with respect to qualified military service shall be provided in accordance with Code Section 414(u). The Administrator shall notify the Trustee of any Participant with respect to whom additional contributions are made because of qualified military service.

18.08. Facility of Payment. In the event the Administrator determines, on the basis of medical reports or other evidence satisfactory to the Administrator, that the recipient of any benefit payments under the Plan is incapable of handling his affairs by reason of minority, illness, infirmity or other incapacity, the Administrator may direct the Trustee to disburse such payments to a person or institution designated by a court which has jurisdiction over such recipient or a person or institution otherwise having the legal authority under state law for the care and control of such recipient. The receipt by such person or institution of any such payments shall be complete acquittance therefore, and any such payment to the extent thereof, shall discharge the liability of the Trust for the payment of benefits hereunder to such recipient.

18.09. Information between Employer and Trustee. The Employer agrees to furnish the Trustee, and the Trustee agrees to furnish the Employer, with such information relating to the Plan and Trust as may be required by the other in order to carry out their respective duties hereunder, including without limitation information required under the Code and any regulations issued or forms adopted by the Treasury Department thereunder or under the provisions of ERISA and any regulations issued or forms adopted by the Department of Labor thereunder.

18.10. Effect of Failure to Qualify Under Code. Notwithstanding any other provision contained herein, if the Employer fails to obtain or retain approval of the Plan by the Internal Revenue Service as a qualified Plan under the Code, the Employer may no longer participate in this prototype Plan arrangement and shall be deemed to have an individually designed plan.

18.11. Directions, Notices and Disclosure. Any notice or other communication in connection with this Plan shall be deemed delivered in writing if addressed as provided below and if either actually delivered at said address or, in the case of a letter, three business days shall have elapsed after the same shall have been deposited in the United States mails, first-class postage prepaid and registered or certified:

(a) If to the Employer or Administrator, to it at the address set forth in the Adoption Agreement, and, if to the Employer, to the attention of the contact specified in Subsection 1.02(a) of the Adoption Agreement;

(b) If to the Trustee, to it at the address set forth in Subsection 1.03(a) the Adoption Agreement;

or, in each case at such other address as the addressee shall have specified by written notice delivered in accordance with the foregoing to the addresser’s then effective notice address.

Any direction, notice or other communication provided to the Employer, the Administrator or the Trustee by another party which is stipulated to be in written form under the provisions of this Plan may also be provided in any medium which is permitted under applicable law or regulation. Any written communication or disclosure to Participants required under the provisions of this Plan may be provided in any other medium (electronic, telephone or otherwise) that is permitted under applicable law or regulation.

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18.12. Governing Law. The Plan and the accompanying Adoption Agreement shall be construed, administered and enforced according to ERISA, and to the extent not preempted thereby, the laws of the Commonwealth of Massachusetts.

Nothing contained in Sections 8.02, 19.01 or 19.05 or this Section 18.12 shall be construed in a manner which subjects a governmental plan (as defined in Code Section 414(d)) or a non-electing church plan (as described in Code Section 410(d)) to the fiduciary provisions of Title I of ERISA.

Article 19. Plan Administration.

19.01. Powers and Responsibilities of the Administrator. Except to the extent such authority is delegated to the Investment Professional as agent for the Employer, as provided in Section 19.02, the Administrator has the full power and the full responsibility to administer the Plan in all of its details, subject, however, to the requirements of ERISA. In addition to the powers and authorities expressly conferred upon it in the Plan, the Administrator shall have all such powers and authorities as may be necessary to carry out the provisions of the Plan, including the discretionary power and authority to interpret and construe the provisions of the Plan, such interpretation to be final and conclusive on all persons claiming benefits under the Plan; to make benefit determinations; to utilize the correction programs or systems established by the Internal Revenue Service (such as the Employee Plans Compliance and Resolution System) or the Department of Labor; and to resolve any disputes arising under the Plan. The Administrator may, by written instrument, allocate and delegate its fiduciary responsibilities in accordance with ERISA Section 405, including allocation of such responsibilities to an administrative committee formed to administer the Plan.

19.02. Delegation of Authority to Investment Professional. The Employer may authorize the Investment Professional to act as its agent with respect to any of the nonfiduciary powers, duties, and responsibilities retained by the Employer or the Administrator under the Plan. The Investment Professional may execute such instructions and directions as may be necessary to perform such powers, duties, and responsibilities in the manner provided under the Plan.

19.03. Nondiscriminatory Exercise of Authority. Whenever, in the administration of the Plan, any discretionary action by the Administrator is required, the Administrator shall exercise its authority in a nondiscriminatory manner so that all persons similarly situated shall receive substantially the same treatment.

19.04. Claims and Review Procedures. Except to the extent that the provisions of any collective-bargaining agreement provide another method of resolving claims for benefits under the Plan, the provisions of this Section 19.04 shall control with respect to the resolution of such claims; provided, however, that the Employer may institute alternative claims procedures that are more restrictive on the Employer and more generous with respect to persons claiming a benefit under the Plan.

(a) Claims Procedure. Whenever a request for benefits under the Plan is wholly or partially denied, the Administrator shall notify the person claiming such benefits of its decision in writing. Such notification shall contain (1) specific reasons for the denial of the claim, (2) specific reference to pertinent Plan provisions, (3) a description of any additional material or information necessary for such person to perfect such claim and an explanation of why such material or information is necessary, and (4) information as to the steps to be taken if the person wishes to submit a request for review. Such notification shall be given within 90 days after the claim is received by the Administrator (or within 180 days, if special circumstances require an extension of time for processing the claim, and if written notice of such extension and circumstances is given to such person within the initial 90-day period). If such notification is not given within such period, the claim shall be considered denied as of the last day of such period and such person may request a review of his claim.

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(b) Review Procedure. Within 60 days after the date on which a person receives a written notice of a denied claim (or, if applicable, within 60 days after the date on which such denial is considered to have occurred), such person (or his duly authorized representative) may (1) file a written request with the Administrator for a review of his denied claim and of pertinent documents and (2) submit written issues and comments to the Administrator. The Administrator shall notify such person of its decision in writing. Such notification shall be written in a manner calculated to be understood by such person and shall contain specific reasons for the decision as well as specific references to pertinent Plan provisions. The decision on review shall be made within 60 days after the request for review is received by the Administrator (or within 120 days, if special circumstances require an extension of time for processing the request, such as an election by the Administrator to hold a hearing, and if written notice of such extension and circumstances is given to such person within the initial 60-day period). If the decision on review is not made within such period, the claim shall be considered denied.

19.05. Named Fiduciary. The Administrator is a “named fiduciary” for purposes of ERISA Section 402(a)(1) and has the powers and responsibilities with respect to the management and operation of the Plan described herein.

19.06. Costs of Administration. Unless some or all are paid by the Employer, all reasonable costs and expenses (including legal, accounting, and employee communication fees) incurred by the Administrator and the Trustee in administering the Plan and Trust may be paid from the forfeitures (if any) resulting under Section 11.08, or from the remaining Trust Fund. All such costs and expenses paid from the Trust Fund shall, unless allocable to the Accounts of particular Participants, be charged against the Accounts of all Participants on a pro rata basis or in such other reasonable manner as may be directed by the Employer and accepted by the Trustee.

Article 20. Trust Agreement

20.01. Acceptance of Trust Responsibilities. By executing the Adoption Agreement, the Employer establishes a trust to hold the assets of the Plan that are invested in Permissible Investments. By executing the Adoption Agreement, the Trustee agrees to accept the rights, duties and responsibilities set forth in this Article. If the Plan is an amendment and restatement of a prior plan, the Trustee shall have no liability for and no duty to inquire into the administration of the assets of the Plan for periods prior to the date such assets are transferred to the Trust.

20.02. Establishment of Trust Fund. A trust is hereby established under the Plan. The Trustee shall open and maintain a trust account for the Plan and, as part thereof, Accounts for such individuals as the Employer shall from time to time notify the Trustee are Participants in the Plan. The Trustee shall accept and hold in the Trust Fund such contributions on behalf of Participants as it may receive from time to time from the Employer. The Trust Fund shall be fully invested and reinvested in accordance with the applicable provisions of the Plan in Fund Shares or as otherwise provided in Section 20.10.

The Trust is intended to qualify as a domestic trust in accordance with Code Section 7701(a)(30)(E) and any regulations issued thereunder. Accordingly, only United States persons (as defined in Code Section 7701(a)(30) may have the authority to control all substantial decisions regarding the Trust (including decisions to appoint, retain or replace the Trustee), unless the Plan filed a domestic trust election pursuant to Treasury Regulation Section 301.7701-7(f) or any subsequent guidance issued by the Internal Revenue Service, or except as otherwise provided in applicable regulation or legislation.

20.03. Exclusive Benefit. The Trustee shall hold the assets of the Trust Fund for the exclusive purpose of providing benefits to Participants and Beneficiaries and defraying the reasonable expenses of administering the Plan. No assets of the Plan shall revert to the Employer except as specifically permitted by the terms of the Plan.

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20.04. Powers of Trustee. The Trustee shall have no discretion or authority with respect to the investment of the Trust Fund but shall act solely as a directed trustee of the funds contributed to it. In addition to and not in limitation of such powers as the Trustee has by law or under any other provisions of the Plan, the Trustee shall have the following powers, each of which the Trustee exercises solely as directed Trustee in accordance with the written direction of the Employer except to the extent a Plan asset is subject to Participant direction of investment and provided that no such power shall be exercised in any manner inconsistent with the provisions of ERISA:

(a) to deal with all or any part of the Trust Fund and to invest all or a part of the Trust Fund in Permissible Investments, without regard to the law of any state regarding proper investment;

(b) to transfer to and invest all or any part of the Trust in any collective investment trust which is then maintained by a bank or trust company (or any affiliate) and which is tax-exempt pursuant to Code Section 501(a) and Rev.Rul.81-100; provided that such collective investment trust is a Permissible Investment; and provided, further, that the instrument establishing such collective investment trust, as amended from time to time, shall govern any investment therein, and is hereby made a part of the Plan and this Trust Agreement to the extent of such investment therein;

(c) to retain uninvested such Cash as it may deem necessary or advisable, without liability for interest thereon, for the administration of the Trust;

(d) to sell, lease, convert, redeem, exchange, or otherwise dispose of all or any part of the assets constituting the Trust Fund;

(e) to borrow funds from a bank or other financial institution not affiliated with the Trustee in order to provide sufficient liquidity to process Plan transactions in a timely fashion, provided that the cost of borrowing shall be allocated in a reasonable fashion to the Permissible Investment(s) in need of liquidity;

(f) to enforce by suit or otherwise, or to waive, its rights on behalf of the Trust, and to defend claims asserted against it or the Trust, provided that the Trustee is indemnified to its satisfaction against liability and expenses;

(g) to employ such agents and counsel as may be reasonably necessary in collecting, managing, administering, investing, distributing and protecting the Trust Fund or the assets thereof and to pay them reasonable compensation;

(h) to compromise, adjust and settle any and all claims against or in favor of it or the Trust;

(i) to oppose, or participate in and consent to the reorganization, merger, consolidation, or readjustment of the finances of any enterprise, to pay assessments and expenses in connection therewith, and to deposit securities under deposit agreements;

(j) to apply for or purchase annuity contracts in accordance with Article 14;

(k) to hold securities unregistered, or to register them in its own name or in the name of nominees;

(l) to appoint custodians to hold investments within the jurisdiction of the district courts of the United States and to deposit securities with stock clearing corporations or depositories or similar organizations;

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(m) to make, execute, acknowledge and deliver any and all instruments that it deems necessary or appropriate to carry out the powers herein granted;

(n) generally to exercise any of the powers of an owner with respect to all or any part of the Trust Fund; and

(o) to take all such actions as may be necessary under the Trust Agreement, to the extent consistent with applicable law.

The Employer specifically acknowledges and authorizes that affiliates of the Trustee may act as its agent in the performance of ministerial, nonfiduciary duties under the Trust. The expenses and compensation of such agent shall be paid by the Trustee.

The Trustee shall provide the Employer with reasonable notice of any claim filed against the Plan or Trust or with regard to any related matter, or of any claim filed by the Trustee on behalf of the Plan or Trust or with regard to any related matter.

20.05. Accounts. The Trustee shall keep full accounts of all receipts and disbursements and other transactions hereunder. Within 120 days after the close of each Plan Year, within 90 days after termination of the Trust, and at such other times as may be appropriate, the Trustee shall determine the then net fair market value of the Trust Fund as of the close of the Plan Year, as of the termination of the Trust, or as of such other time, whichever is applicable, and shall render to the Employer and Administrator an account of its administration of the Trust during the period since the last such accounting, including all allocations made by it during such period.

20.06. Approval of Accounts. To the extent permitted by law, the written approval of any account by the Employer or Administrator shall be final and binding, as to all matters and transactions stated or shown therein, upon the Employer, Administrator, Participants and all persons who then are or thereafter become interested in the Trust. The failure of the Employer or Administrator to notify the Trustee within six months after the receipt of any account of its objection to the account shall, to the extent permitted by law, be the equivalent of written approval. If the Employer or Administrator files any objections within such six month period with respect to any matters or transactions stated or shown in the account, and the Employer or Administrator and the Trustee cannot amicably settle the question raised by such objections, the Trustee shall have the right to have such questions settled by judicial proceedings. Nothing herein contained shall be construed so as to deprive the Trustee of the right to have judicial settlement of its accounts. In any proceeding for a judicial settlement of any account or for instructions, the only necessary parties shall be the Trustee, the Employer and the Administrator.

20.07. Distribution from Trust Fund. The Trustee shall make such distributions from the Trust Fund as the Employer or Administrator may direct (in writing or such other medium as may be acceptable to the Trustee), consistent with the terms of the Plan and either for the exclusive benefit of Participants or their Beneficiaries, or for the payment of expenses of administering the Plan.

20.08. Transfer of Amounts from Qualified Plan. If amounts are to be transferred to the Plan from another qualified plan or trust under Code Section 401(a), such transfer shall be made in accordance with the provisions of the Plan and with such rules as may be established by the Trustee. The Trustee shall only accept assets which are in a medium proper for investment under this Trust Agreement or in cash, and that are accompanied in a timely manner, as agreed to by the Administrator and the Trustee, by instructions in writing (or such other medium as may be acceptable to the Trustee) showing separately the respective contributions by the prior employer and the transferring Employee, the records relating to such contributions, and identifying the assets attributable to such contributions. The Trustee shall hold such assets for investment in accordance with the provisions of this Trust Agreement.

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20.09. Transfer of Assets from Trust. Subject to the provisions of the Plan, the Employer may direct the Trustee to transfer all or a specified portion of the Trust assets to any other plan or plans maintained by the Employer or the employer or employers of an Inactive Participant or Participants, provided that the Trustee has received evidence satisfactory to it that such other plan meets all applicable requirements of the Code. The assets so transferred shall be accompanied by written instructions from the Employer naming the persons for whose benefit such assets have been transferred, showing separately the respective contributions by the Employer and by each Participant, if any, and identifying the assets attributable to the various contributions. The Trustee shall have no further liabilities with respect to assets so transferred.

20.10. Separate Trust or Fund for Existing Plan Assets. With the consent of the Trustee, the Employer may maintain a trust or fund (including a group annuity contract) under this prototype plan document separate from the Trust Fund for Plan assets purchased prior to the adoption of this prototype plan document which are not Permissible Investments listed in the Service Agreement. The Trustee shall have no authority and no responsibility for the Plan assets held in such separate trust or fund. The Employer shall be responsible for assuring that such separate trust or fund is maintained pursuant to a separate trust agreement signed by the Employer and the trustee. The duties and responsibilities of the trustee of a separate trust shall be provided by the separate trust agreement, between the Employer and the trustee.

Notwithstanding the preceding paragraph, the Trustee or an affiliate of the Trustee may agree in writing to provide ministerial recordkeeping services for guaranteed investment contracts held in the separate trust or fund. The guaranteed investment contract(s) shall be valued as directed by the Employer or the trustee of the separate trust.

The trustee of the separate trust (hereafter referred to as “trustee”) shall be the owner of any insurance contract purchased prior to the adoption of this prototype plan document. The insurance contract(s) must provide that proceeds shall be payable to the trustee; provided, however, that the trustee shall be required to pay over all proceeds of the contract(s) to the Participant’s designated Beneficiary in accordance with the distribution provisions of this Plan. A Participant’s spouse shall be the designated Beneficiary of the proceeds in all circumstances unless a qualified election has been made in accordance with Article 14. Under no circumstances shall the trust retain any part of the proceeds. In the event of any conflict between the terms of the Plan and the terms of any insurance contract purchased hereunder, the Plan provisions shall control.

Any life insurance contracts held in the Trust Fund or in the separate trust are subject to the following limits:

(a) Ordinary life—For purposes of these incidental insurance provisions, ordinary life insurance contracts are contracts with both nondecreasing death benefits and nonincreasing premiums. If such contracts are held, less than ½ of the aggregate employer contributions allocated to any Participant shall be used to pay the premiums attributable to them.

(b) Term and universal life—No more than ¼ of the aggregate employer contributions allocated to any participant shall be used to pay the premiums on term life insurance contracts, universal life insurance contracts, and all other life insurance contracts which are not ordinary life.

(c) Combination—The sum of ½ of the ordinary life insurance premiums and all other life insurance premiums shall not exceed ¼ of the aggregate employer contributions allocated to any Participant.

20.11. Self-Directed Brokerage Option. If one of the Permissible Investments under the Plan is the self-directed brokerage option, the Employer hereby directs the Trustee to use Fidelity Brokerage Services LLC, Member NYSE, SIPC or any of the Trustee’s affiliates or subsidiaries (collectively, “FBS”), an affiliate of the

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Trustee, to purchase or sell individual securities for Participant Accounts in accordance with investment directions provided by such Participants. The provision of brokerage services by FBS shall be subject to the following:

(a) The Trustee shall provide the Employer with an annual report which summarizes brokerage transactions and transaction-related charges incurred by the Plan.

(b) Any successor organization of FBS, through reorganization, consolidation, merger, or otherwise, shall, upon consummation of such transaction, become the successor broker in accordance with the terms of this direction provision.

(c) The Trustee and FBS shall continue to rely on this direction provision until notified to the contrary. The Employer reserves the right to terminate this direction upon sixty (60) days written notice to FBS (or its successor) and the Trustee, and such termination shall also have the effect of terminating the self-directed brokerage option for the Plan.

(d) The Trustee shall provide the Employer with a list of the types of securities that may not be purchased or held under this self-directed brokerage option. The Trustee shall provide the Employer with administrative procedures and fees governing investment in and withdrawals or exchanges from the self-directed brokerage option. The Trustee shall have no liability in the event a Participant purchases a restricted security.

(e) Participants may authorize the use of an agent to have limited trading authority over assets in their Accounts invested under the self-directed brokerage option provided that the Participant completes and files with FBS a limited trading authorization and indemnification form in the form prescribed by FBS.

(f) FBS shall provide all proxies and other shareholder materials to each Participant with such securities allocated to his or her Account under the self-directed brokerage option. The Participant shall have the authority to direct the exercise of all shareholder rights attributable to the securities allocated to his or her Account and it is intended that all such Participant directions shall be subject to ERISA Section 404(c). The Trustee shall not exercise any such shareholder rights in the absence of a direction from the Participant.

(g) Self-directed brokerage accounts held under the Plan are subject to fees as more fully described in the related self-directed brokerage documents provided to the Employer. If there are insufficient funds to cover the self-directed brokerage account trades and expenses, a liquidation may be made to cover the debit balance and, in doing so, the Trustee shall not be deemed to have exercised any discretion.

20.12. Employer Stock Investment Option. If one of the Permissible Investments is equity securities issued by the Employer or a Related Employer (“Employer Stock”), such Employer Stock must be publicly traded and “qualifying employer securities” within the meaning of Section 401(d)(5) of ERISA. Plan investments in Employer Stock shall be made via the Employer Stock Investment Fund (the “Stock Fund”) which shall consist of either (i) the shares of Employer Stock held for each Participant who participates in the Stock Fund (a “Share Accounting Stock Fund”), or (ii) a combination of shares of Employer Stock and short-term liquid investments, consisting of mutual fund shares or commingled money market pool units as agreed to by the Employer and the Trustee, which are necessary to satisfy the Stock Fund’s cash needs for transfers and payments (a “Unitized Stock Fund”). Dividends received by the Stock Fund are reinvested in additional shares of Employer Stock or, in the case of a Unitized Stock Fund, in short-term liquid investments. The determination of whether each Participant’s interest in the Stock Fund is administered on a share-accounting or a unitized basis shall be determined by the Employer’s election in the Service Agreement.

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In the case of a Unitized Stock Fund, such units shall represent a proportionate interest in all assets of the Unitized Stock Fund, which includes shares of Employer Stock, short-term investments, and at times, receivables for dividends and/or Employer Stock sold and payables for Employer Stock purchased. A net asset value per unit shall be determined daily for each cash unit outstanding of the Unitized Stock Fund. The return earned by the Unitized Stock Fund shall represent a combination of the dividends paid on the shares of Employer Stock held by the Unitized Stock Fund, gains or losses realized on sales of Employer Stock, appreciation or depreciation in the market price of those shares owned, and interest on the short-term investments held by the Unitized Stock Fund. A target range for the short-term liquid investments shall be maintained for the Unitized Stock Fund. The Named Fiduciary shall, after consultation with the Trustee, establish and communicate to the Trustee in writing such target range and a drift allowance for such short-term liquid investments. Such target range and drift allowance may be changed by the Named Fiduciary, after consultation with the Trustee, provided any such change is communicated to the Trustee in writing. The Trustee is responsible for ensuring that the actual short-term liquid investments held in the Unitized Stock Fund fall within the agreed upon target range over time, subject to the Trustee’s ability to execute open-market trades in Employer Stock or to otherwise trade with the Employer.

Investments in Employer Stock shall be subject to the following limitations:

(a) Acquisition Limit. Pursuant to the Plan, the Trust may be invested in Employer Stock to the extent necessary to comply with investment directions under Section 8.02 of the Plan. Notwithstanding the foregoing, effective for Deferral Contributions made for Plan Years beginning on or after January 1, 1999, the portion of a Participant’s Deferral Contributions that the Employer may require to be invested in Employer Stock for a Plan Year cannot exceed one percent of such Participant’s Compensation for the Plan Year.

(b) Fiduciary Duty of Named Fiduciary. The Administrator or any person designated by the Administrator as a named fiduciary under Section 19.01 (the “named fiduciary”) shall continuously monitor the suitability under the fiduciary duty rules of ERISA Section 404(a)(1) (as modified by ERISA Section 404(a)(2)) of acquiring and holding Employer Stock. The Trustee shall not be liable for any loss, or by reason of any breach, which arises from the directions of the named fiduciary with respect to the acquisition and holding of Employer Stock, unless it is clear on their face that the actions to be taken under those directions would be prohibited by the foregoing fiduciary duty rules or would be contrary to the terms of the Plan or this Trust Agreement.

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

(1) If the Trustee is unable to determine the number of shares required to be purchased or sold an such day;

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

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

In the event of the occurrence of the circumstances described in (1), (2), or (3) above, the Trustee shall purchase or sell such shares as soon as possible thereafter and, in the case of a Share Accounting Stock Fund, shall

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determine the price of such purchases or sales to be the average purchase or sales price of all such shares purchased or sold, respectively.

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

(e) Use of Broker to Purchase Employer Stock. The Employer hereby directs the Trustee to use Fidelity Capital Markets, Inc., an affiliate of the Trustee, or any other affiliate or subsidiary of the Trustee (collectively, “Capital Markets”), to provide brokerage services in connection with all market purchases and sales of Employer Stock for the Stock Fund, except in circumstances where the Trustee has determined, in accordance with its standard trading guidelines or pursuant to Employer direction, to seek expedited settlement of trades. The Trustee shall provide the Employer with the commission schedule for such transactions, a copy of Capital Markets’ brokerage placement practices, and an annual report which summarizes all securities transaction-related charges incurred by the Plan. The following shall apply as well:

(1) Any successor organization of Capital Markets through reorganization, consolidation, merger, or similar transactions, shall, upon consummation of such transaction, become the successor broker in accordance with the terms of this provision.

(2) The Trustee shall continue to rely on this Employer direction until notified to the contrary. The Employer reserves the right to terminate this authorization upon sixty (60) days written notice to Capital Markets (or its successor) and the Trustee and the Employer and the Trustee shall decide on a mutually-agreeable alternative procedure for handling brokerage transactions on behalf of the Stock Fund.

(f) Securities Law Reports. The named fiduciary shall be responsible for filing all reports required under Federal or state securities laws with respect to the Trust’s ownership of Employer Stock; including, without limitation, any reports required under Section 13 or 16 of the Securities Exchange Act of 1934 and shall immediately notify the Trustee in writing of any requirement to stop purchases or sales of Employer Stock pending the filing of any report. The Trustee shall provide to the named fiduciary such information on the Trust’s ownership of Employer Stock as the named fiduciary may reasonably request in order to comply with Federal or state securities laws.

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

The Employer, after consultation with the Trustee, shall provide and pay for all printing, mailing, tabulation and other costs associated with the voting and tendering of Employer Stock, except as required by law. The Trustee, after consultation with the Employer, shall prepare the necessary documents associated with the voting and tendering of Employer Stock, unless the Employer directs the Trustee not to do so.

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(1) Voting.

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

(B) Each Participant with an interest in the Stock Fund shall have the right to direct the Trustee as to the manner in which the Trustee is to vote (including not to vote) that number of shares of Employer Stock that is credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflects such Participant’s proportional interest in the Stock Fund (both vested and unvested). Directions from a Participant to the Trustee concerning the voting of Employer Stock shall be communicated in writing, or by such other means mutually acceptable to the Trustee and the Employer. These directions shall be held in confidence by the Trustee and shall not be divulged to the Employer, or any officer or employee thereof, or any other person, except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee’s services hereunder. Upon its receipt of the directions, the Trustee shall vote the shares of Employer Stock that reflect the Participant’s interest in the Stock Fund as directed by the Participant. The Trustee shall not vote shares of Employer Stock that reflect a Participant’s interest in the Stock Fund for which the Trustee has received no direction from the Participant, except as required by law.

(2) Tender Offers.

(A) Upon commencement of a tender offer for any securities held in the Trust that are Employer Stock, the Employer shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant’s Account if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant’s proportional interest in the Stock Fund (both vested and unvested). The Employer shall notify each Participant with an interest in such

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Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants.

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

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

(D) A direction by a Participant to the Trustee to tender shares of Employer Stock that reflect the Participant’s proportional interest in the Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant’s Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant’s Account. If accounting is by units of participation, the Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from that interest. Pending receipt of direction (through the Administrator) from the Participant or the named fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service Agreement.

(h) Shares Credited. If accounting with respect to the Stock Fund is by units of participation, then for all purposes of this Section 20.12, the number of shares of Employer Stock deemed “reflected” in a Participant’s proportional interest shall be determined as of the last preceding valuation date. The trade date is the date the transaction is valued.

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

(j) Conversion. All provisions in this Section 20.12 shall also apply to any securities received as a result of a conversion to Employer Stock.

20.13. Voting; Delivery of Information. The Trustee shall deliver, or cause to be executed and delivered, to the Employer or Administrator all notices, prospectuses, financial statements, proxies and proxy soliciting materials received by the Trustee relating to securities held by the Trust or, if applicable, deliver these materials to the appropriate Participant or the Beneficiary of a deceased Participant. The Trustee shall not vote any securities held by the Trust except in accordance with the instructions of the Employer, Participant, or the Beneficiary of the Participant if the Participant is deceased; provided, however, that the Trustee may, in the absence of instructions, vote “present” for the sole purpose of allowing such shares to be counted for establishment of a quorum at a shareholders’ meeting. The Trustee shall have no duty to solicit instructions from Participants, Beneficiaries, or the Employer.

20.14. Compensation and Expenses of Trustee. The Trustee’s fee for performing its duties hereunder shall be such reasonable amounts as the Trustee may from time to time specify in the Service Agreement or any other written agreement with the Employer. Such fee, any taxes of any kind which may be levied or assessed upon or with respect to the Trust Fund, and any and all expenses, including without limitation legal fees and expenses of administrative and judicial proceedings, reasonably incurred by the Trustee in connection with its duties and responsibilities hereunder shall, unless some or all have been paid by said Employer, be paid either from forfeitures resulting under Section 11.08, or from the remaining Trust Fund and shall, unless allocable to the Accounts of particular Participants, be charged against the respective Accounts of all Participants, in such reasonable manner as the Trustee may determine.

20.15. Reliance by Trustee on Other Persons. The Trustee may rely upon and act upon any writing from any person, including the Investment Professional, authorized by the Employer or the Administrator pursuant to the Service Agreement or any other written direction to give instructions concerning the Plan and may conclusively rely upon and be protected in acting upon any written order from me Employer, the Administrator or the Investment Professional, or upon any other notice, request, consent, certificate, or other instructions or paper reasonably believed by it to have been executed by a duly authorized person, so long as it acts in good faith in taking or omitting to take any such action. The Trustee need not inquire as to the basis in fact of any statement in writing received from the Employer, the Administrator or the Investment Professional.

The Trustee shall be entitled to rely on the latest certificate it has received from the Employer or the Administrator as to any person or persons authorized to act for the Employer or the Administrator hereunder and to sign on behalf of the Employer or the Administrator any directions or instructions, until it receives from the Employer or the Administrator written notice that such authority has been revoked.

Notwithstanding any provision contained herein, the Trustee shall be under no duty to take any action with respect to any Participant’s Account (other than as specified herein) unless and until the Employer, the Administrator or the Investment Professional furnishes the Trustee with written instructions on a form acceptable to the Trustee, and the Trustee agrees thereto in writing. The Trustee shall not be liable for any action taken pursuant to the Employer’s, the Administrator’s or the Investment Professional’s written instructions (nor for the collection of contributions under the Plan, nor the purpose or propriety of any distribution made thereunder).

20.16. Indemnification by Employer. The Employer shall indemnify and save harmless the Trustee, and all affiliates, employees, agents and sub-contractors of the Trustee, from and against any and all liability or expense

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(including reasonable attorneys’ fees) to which the Trustee, or such other individuals or entities, may be subjected by reason of any act or conduct being taken in the performance of any Plan-related duties, including those described in this Trust Agreement and the Service Agreement, unless such liability or expense results from the Trustee’s, or such other individuals’ or entities’, negligence or willful misconduct.

20.17. Consultation by Trustee with Counsel. The Trustee may consult with legal counsel (who may be but need not be counsel for the Employer or the Administrator) concerning any question which may arise with respect to its rights and duties under the Plan and Trust, and the opinion of such counsel shall, to the extent permitted by law, be full and complete protection in respect of any action taken or omitted by the Trustee hereunder in good faith and in accordance with the opinion of such counsel.

20.18. Persons Dealing with the Trustee. No person dealing with the Trustee shall be bound to see to the application of any money or property paid or delivered to the Trustee or to inquire into the validity or propriety of any transactions.

20.19. Resignation or Removal of Trustee. The Trustee may resign at any time by written notice to the Employer, which resignation shall be effective 60 days after delivery to the Employer. The Trustee may be removed by the Employer by written notice to the Trustee, which removal shall be effective 60 days after delivery to the Trustee or such shorter period as may be mutually agreed upon by the Employer and the Trustee.

Except in the case of Plan termination, upon resignation or removal of the Trustee, the Employer shall appoint a successor trustee. Any such successor trustee shall, upon written acceptance of his appointment, become vested with the estate, rights, powers, discretion, duties and obligations of the Trustee hereunder as if he had been originally named as Trustee in this Agreement.

Upon resignation or removal of the Trustee, the Employer shall no longer participate in this prototype plan and shall be deemed to have adopted an individually designed plan. In such event, the Employer shall appoint a successor trustee within said 60-day period and the Trustee shall transfer the assets of the Trust to the successor trustee upon receipt of sufficient evidence (such as a determination letter or opinion letter from the Internal Revenue Service or an opinion of counsel satisfactory to the Trustee) that such trust shall be a qualified trust under the Code.

The appointment of a successor trustee shall be accomplished by delivery to the Trustee of written notice that the Employer has appointed such successor trustee, and written acceptance of such appointment by the successor trustee. The Trustee may, upon transfer and delivery of the Trust Fund to a successor trustee, reserve such reasonable amount as it shall deem necessary to provide for its fees, compensation, costs and expenses, or for the payment of any other liabilities chargeable against the Trust Fund for which it may be liable. The Trustee shall not be liable for the acts or omissions of any successor trustee.

20.20. Fiscal Year of the Trust. The fiscal year of the Trust shall coincide with the Plan Year.

20.21. Discharge of Duties by Fiduciaries. The Trustee and the Employer and any other fiduciary shall discharge their duties under the Plan and this Trust Agreement solely in the interests of Participants and their Beneficiaries in accordance with the requirements of ERISA.

20.22. Amendment. In accordance with provisions of the Plan, and subject to the limitations set forth therein, this Trust Agreement may be amended by an instrument in writing signed by the Employer and the Trustee. No amendment to this Trust Agreement shall divert any part of the Trust Fund to any purpose other than as provided in Section 20.03.

20.23. Plan Termination. Upon termination or partial termination of the Plan or complete discontinuance of contributions thereunder, the Trustee shall make distributions to the Participants or other persons entitled to distributions as the Employer or Administrator directs in accordance with the provisions of the Plan. In the absence

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of such instructions and unless the Plan otherwise provides, the Trustee shall notify the Employer or Administrator of such situation and the Trustee shall be under no duty to make any distributions under the Plan until it receives written instructions from the Employer or Administrator. Upon the completion of such distributions, the Trust shall terminate, the Trustee shall be relieved from all liability under the Trust, and no Participant or other person shall have any claims thereunder, except as required by applicable law.

20.24. Permitted Reversion of Funds to Employer. If it is determined by the Internal Revenue Service that the Plan does not initially quality under Code Section 401, all assets then held under the Plan shall be returned by the Trustee, as directed by the Administrator, to the Employer, but only if the application for determination is made by the time prescribed by law for filing the Employer’s return for the taxable year in which the Plan was adopted or such later date as may be prescribed by regulations. Such distribution shall be made within one year after the date the initial qualification is denied. Upon such distribution the Plan shall be considered to be rescinded and to be of no force or effect.

Contributions under the Plan are conditioned upon their deductibility under Code Section 404. In the event the deduction of a contribution made by the Employer is disallowed under Code Section 404, such contribution (to the extent disallowed) must be returned to the Employer within one year of the disallowance of the deduction.

Any contribution made by the Employer because of a mistake of fact must be returned to the Employer within one year of the contribution.

20.25. Governing Law. This Trust Agreement shall be construed, administered and enforced according to ERISA and, to the extent not preempted thereby, the laws of the State or Commonwealth in which the Trustee has its principal place of business.

Nothing contained in Sections 20.04, 20.13 or 20.21 or this Section 20.25 shall be construed in a manner which subjects a governmental plan (as defined in Code Section 414(d)) or a non-electing church plan (as described in Code Section 410(d)) to the fiduciary provisions of Title I of ERISA.

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ADDENDUM

IRS Model Amendment for Proposed Regulations Under Section 401(a)(9) of the Internal Revenue Code

Distributions for Calendar Years Beginning on or After 2002. With respect to distributions under the Plan made for calendar years beginning on or after January 1, 2002, the Plan will apply the minimum distribution requirements of section 401(a)(9) of the Internal Revenue Code in accordance with the regulations under section 401(a)(9) that were proposed on January 17, 2001, notwithstanding any provision of the Plan to the contrary. This amendment shall continue in effect until the end of the last calendar year beginning before the effective date of final regulations under section 401(a)(9) or such other date as may be specified in guidance published by the Internal Revenue Service.

^©2001 FMR Corp.

All rights reserved.

ADVISOR RETIREMENT

CONNECTION^®

PREMIUM SERVICE RETIREMENT PLAN

(PROFIT SHARING/401(K) PLAN)

A FIDELITY PROTOTYPE PLAN

Non-Standardized Adoption Agreement No. 001

For Use With

Fidelity Basic Plan Document No. 12

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

ADOPTION AGREEMENT

ARTICLE I

NON-STANDARDIZED PROFIT SHARING PLAN

1.01	PLAN INFORMATION
	(a)	Name of Plan:
		This is the The Nielsen Company Profit Sharing Retirement & 401(k) Plan (the “Plan”)
	(b)	Type of Plan:
		(1)	þ	401(k) Only
		(2)	¨	401(k) and Profit Sharing
		(3)	¨	Profit Sharing Only
	(c)	Administrator Name (if not the Employer):
		Address:
		Telephone Number:
		The Administrator is the agent for service of legal process for the Plan.
	(d)	Plan Year End (month/day): 12/31
	(e)	Three Digit Plan Number: 001
	(f)	Limitation Year (check one):
		(1)	¨	Calendar Year
		(2)	þ	Plan Year
		(3)	¨	Other:
	(g)	Plan Status (check appropriate box(es)):

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2

	(1)	¨	New Plan Effective Date:
	(2)	þ	Amendment Effective Date: 01/01/2004
		This is (check one):
		(A)	þ	an amendment and restatement of a Basic Plan Document No. 12 Adoption Agreement previously executed by the Employer; or
		(B)	¨	a conversion to a Basic Plan Document No. 12.
			The original effective date of the Plan: 07/01/1960
			The substantive provisions of the Plan shall apply prior to the Effective Date to the extent required by the Internal Revenue Code, as specifically provided in the Basic Plan Document.
	(3)	¨	This is an amendment and restatement of the Plan and the Plan was not amended prior to the effective date specified in Subsection 1.01(g)(2) above to comply with the requirements of the Acts specified in the Snap Off Addendum to the Adoption Agreement. The provisions specified in the Snap Off Addendum are effective as of the dates specified in the Snap Off Addendum, which dates may be prior to the Amendment Effective Date. Please read and complete, if necessary, the Snap Off Addendum to the Adoption Agreement.
	(4)	¨	Special Effective Dates – Certain provisions of the Plan shall be effective as of a date other than the date specified above. Please complete the Special Effective Dates Addendum to the Adoption Agreement indicating the affected provisions and their effective dates.
	(5)	þ	Plan Merger Effective Dates. Certain plan(s) were merged into the Plan and certain provisions of the Plan are effective with respect to the merged plan(s) as of a date other than the date specified above. Please complete the Special Effective Dates Addendum to the Adoption Agreement indicating the plan(s) that have merged into the Plan and the effective date(s) of such merger(s).
1.02	EMPLOYER
	(a)	Employer Name:    The Nielsen Company
		Address:
		7405 Industrial Rd.

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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		Florence, KY 41042
		Contact’s Name:
		Tracie Tillery
		Telephone Number: 859-525-7650 x275
		(1)	Employer’s Tax Identification Number: 31-0415860
		(2)	Employer’s fiscal year end: 12/31
		(3)	Date business commenced: 01/01/1924
	(4)	The term “Employer” includes the following Related Employer(s) (as defined in Subsection 2.01(ss)) (list each participating Related Employer and its Employer Tax Identification Number):
		Litho Industries Inc.                                  56-0902364
1.03	TRUSTEE
	(a)	Trustee Name:			Fidelity Management Trust Company
		Address:			82 Devonshire Street           Boston, MA 02109
1.04	COVERAGE
	All Employees who meet the conditions specified below shall be eligible to participate in the Plan:
	(a)	Age Requirement (check one):
		(1)	þ	no age requirement.
		(2)	¨	must have attained age: (not to exceed 21).
	(b)	Eligibility Service Requirement
		(1)	Eligibility to Participate in Plan (check one):
			(A)	¨	no Eligibility Service requirement.
			(B)	¨	_____ (not to exceed 11) months of Eligibility Service requirement (no minimum number Hours of Service can be required).

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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		(C)	þ	one year of Eligibility Service requirement (at least 1,000 Hours of Service are required during the Eligibility Computation Period).
		(D)	¨	two years of Eligibility Service requirement (at least 1,000 Hours of Service are required during each Eligibility Computation Period). (Do not select if Option 1.01(b)(1), 401(k) Only, is checked, unless a different Eligibility Service requirement applies to Deferral Contributions under Option 1.04(b)(2).)
		Note: If the Employer selects the two year Eligibility Service requirement, then contributions subject to such Eligibility Service requirement must be 100% vested when made.
	(2)	þ	Special Eligibility Service requirement for Deferral Contributions and/or Matching Employer Contributions:
		(A)	The special Eligibility Service requirement applies to (check the appropriate box(es):
			(i)	þ	Deferral Contributions.
			(ii)	¨	Matching Employer Contributions.
		(B)	The special Eligibility Service requirement is: (A) (Fill in (A), (B), or (C) from Subsection 1.04(b)(1) above).
(c)	Eligible Class of Employees (check one):
	Note: The Plan may not cover employees who are residents of Puerto Rico. These employees are automatically excluded from the eligible class, regardless of the Employer’s selection under this Subsection 1.04(c).
	(1)	¨	includes all Employees of the Employer.
	(2)	þ	includes all Employees of the Employer except for (check the appropriate box(es)):
		(A)	þ	employees covered by a collective bargaining agreement.
		(B)	¨	Highly Compensated Employees as defined in Code Section 414(q).
		(C)	þ	Leased Employees as defined in Subsection 2.01(dd).
		(D)	¨	nonresident aliens who do not receive any earned income from the Employer which constitutes United States source income.

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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		(E)	þ    other:    Independent contractors
			Note: The Employer should exercise caution when excluding employees from participation in the Plan. Exclusion of employees may adversely affect the Plan’s satisfaction of the minimum coverage requirements, as provided in Code Section 410(b).
(d)	The Entry Dates shall be (check one):
	(1)	þ	immediate upon meeting the eligibility requirements specified in Subsections 1.04(a), (b), and(c).
	(2)	¨	the first day of each Plan Year and the first day of the seventh month of each Plan Year.
	(3)	¨	the first day of each Plan Year and the first day of the fourth, seventh, and tenth months of each Plan Year.
	(4)	¨	the first day of each month.
	(5)	¨	the first day of each Plan Year (Do not select if there is an Eligibility Service requirement of more than six months in Subsection 1.04(b) or if there is an age requirement of more than 20 1/2 in Subsection 1.04(a).)
(e)	¨	Special Entry Date(s) – In addition to the Entry Dates specified in Subsection 1.04(d) above, the following special Entry Date(s) apply for Deferral and/or Matching Employer Contributions. (Special Entry Dates may only be selected if Option 1.04(b)(2), special Eligibility Service requirement, is checked. The same Entry Dates must be selected for contributions that are subject to the same Eligibility Service requirements.)
	(1)	The special Entry Date(s) shall apply to (check the appropriate box(es)):
		(A)	¨	Deferral Contributions.
		(B)	¨	Matching Employer Contributions.
	(2)	The special Entry Date(s) shall be: _____ (Fill in (1), (2), (3), (4), or (5) from Subsection 1.04(d) above).
(f)	Date of Initial Participation – An Employee shall become a Participant unless excluded by Subsection 1.04(c) above on the Entry Date immediately following the date the Employee completes the service and age requirement(s) in Subsections 1.04(a) and (b), if any, except (check one):

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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		(1)	þ	no exceptions.
		(2)	¨	Employees employed on the Effective Date in Subsection 1.01(g)(1) or (2) shall become Participants on that date.
		(3)	¨	Employees who meet the age and service requirement(s) of Subsections 1.04(a) and (b) on the Effective Date in Subsection 1.01(g)(l) or (2) shall become Participants on that date.
1.05	COMPENSATION
	Compensation for purposes of determining contributions shall be as defined in Subsection 5.02, modified as provided below.
	(a)	Compensation Exclusions: Compensation shall exclude the item(s) listed below for purposes of determining Deferral Contributions, Employee Contributions, if any, and Qualified Nonelective Employer Contributions, or, if Subsection 1.01(b)(3), Profit Sharing Only, is selected, Nonelective Employer Contributions. Unless otherwise indicated in Subsection 1.05(b), these exclusions shall also apply in determining all other Employer-provided contributions. (Check the appropriate box(es); Options (2), (3), (4), (5), and (6) may not be elected with respect to Deferral Contributions if Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, is checked):
		(1)	þ	No exclusions.
		(2)	¨	Overtime pay.
		(3)	¨	Bonuses.
		(4)	¨	Commissions.
		(5)	¨	The value of a qualified or a non-qualified stock option granted to an Employee by the Employer to the extent such value is includable in the Employee’s taxable income.
		(6)	¨	Severance pay.
	(b)	Special Compensation Exclusions for Determining Employer-Provided Contributions in Article 5 (either (1) or (2) may be selected, but not both):
		(1)	¨	Compensation for purposes of determining Matching, Qualified Matching, and Nonelective Employer Contributions shall exclude: ___ (Fill in number(s) for item(s) from Subsection 1.05(a) above that apply.)
		(2)	¨	Compensation for purposes of determining Nonelective Employer Contributions only shall exclude: _______________ (Fill in number(s)

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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				for item(s) from Subsection 1.05(a) above that apply.)
			Note: If the Employer selects Option (2), (3), .(4), (5), or (6) with respect to Nonelective Employer Contributions, Compensation must be tested to show that it meets the requirements of Code Section 414(s) or 401 (a)(4). These exclusions shall not apply for purposes of the “Top Heavy” requirements in Section 15.03 for allocating safe harbor Matching Employer Contributions if Subsection 1.10(a)(3) is selected, for allocating safe harbor Nonelective Employer Contributions if Subsection 1.11.(a)(3) is selected, or for allocating non-safe harbor Nonelective Employer Contributions if the Integrated Formula is elected in Subsection 1.11(b)(2).
	(c)	Compensation for the First Year of Participation – Contributions for the Plan Year in which an Employee first becomes a Participant shall be determined based on the Employee’s Compensation (check one):
		(1)	¨	for the entire Plan Year.
		(2)	þ	for the portion of the Plan Year in which the Employee is eligible to participate in the Plan.
		Note: If the initial Plan Year of a new Plan consists of fewer than 12 months from the Effective Date in Subsection 1.01(g)(1) through the end of the initial Plan Year, Compensation for purposes of determining the amount of contributions, other than non-safe harbor Nonelective Employer Contributions, under the Plan shall be the period from such Effective Date through the end of the initial year. However, for purposes of determining the amount of non-safe harbor Nonelective Employer Contributions and for other Plan purposes, where appropriate, the full 12-consecutive-month period ending on the last day of the initial Plan Year shall be used.
1.06	TESTING RULES
	(a)	ADP/ACP Present Testing Method – The testing method for purposes of applying the “ADP” and “ACP” tests described in Sections 6.03 and 6.06 of the Plan shall be the (check one):
		(1)	þ	Current Year Testing Method – The “ADP” or “ACP” of Highly Compensated Employees for the Plan Year shall be compared to the “ADP” or “ACP” of Non-Highly Compensated Employees for the same Plan Year. (Must choose if Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or Option 1.11 (a)(3), Safe Harbor Formula, with respect to Nonelective Employer Contributions is checked.)
		(2)	¨	Prior Year Testing Method – The “ADP” or “ACP” of Highly Compensated Employees for the Plan Year shall be compared to the

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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					“ADP” or “ACP” of Non-Highly Compensated Employees for the immediately preceding Plan Year. (Do not choose if Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer Contributions is checked.)
	(3	)	¨		Not applicable. (Only if Option 1.01(b)(3), Profit Sharing Only, is checked or Option 1.04(c)(2)(B), excluding all Highly Compensated Employees from the eligible class of Employees, is checked.)
				Note: Restrictions apply on elections to change testing methods that are made after the end of the GUST remedial            amendment period.
(b)	First Year Testing Method – If the first Plan Year that the Plan, other than a successor plan, permits Deferral Contributions and/ or provides for either Employee or Matching Employer Contributions, occurs on or after the Effective Date specified in Subsection 1.01 (g), the “ADP” and/or “ACP” test for such first Plan Year shall be applied using the actual “ADP” and/or “ACP” of Non-Highly Compensated Employees for such first Plan Year, unless otherwise provided below.
	(1	)	¨		The “ADP” and/or “ACP” test for the first Plan Year that the Plan permits Deferral Contributions or provides for either Employee or Matching Employer Contributions shall be applied assuming a 3% “ADP” and/or “ACP” for Non-Highly Compensated Employees. (Do not choose unless Plan uses prior year testing method described in Subsection 1.06(a)(2).)
(c)	HCE Determinations: Look Back Year – The look back year for purposes of determining which Employees are Highly Compensated Employees shall be the 12-consecutive-month period preceding the Plan Year, unless otherwise provided below.
	(1	)	¨		Calendar Year Determination – The look back year shall be the calendar year beginning within the preceding Plan Year. (Do not choose if the Plan Year is the calendar year.)
(d)	HCE Determinations: Top Paid Group Election – All Employees with Compensation exceeding $80,000 (as indexed) shall be considered Highly Compensated Employees, unless Top Paid Group Election below is checked.
	(1	)	¨		Top Paid Group Election – Employees with Compensation exceeding $80,000 (as indexed) shall be considered Highly Compensated Employees only if they are in the top paid group (the top 20% of Employees ranked by Compensation).

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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		Note: Effective for determination years beginning on or after January 1, 1998, if the Employer elects Option 1.06(c)(1) and/or 1.06(d)(1), such election(s) must apply consistently to all retirement plans of the Employer for determination years that begin with or within the same calendar year (except that Option 1.06(c)(1), Calendar Year Determination, shall not apply to calendar year plans).
1.07	DEFERRAL CONTRIBUTIONS
	(a)	þ	Deferral Contributions – Participants may elect to have a portion of their Compensation contributed to the Plan on a before-tax basis pursuant to Code Section 401(k).
		(1)	Regular Contributions – The Employer shall make a Deferral Contribution in accordance with Section 5.03 on behalf of each Participant who has an executed salary reduction agreement in effect with the Employer for the payroll period in question, not to exceed 85% of Compensation for that period.
			Note: For Limitation Years beginning prior to 2002, the percentage elected above must be less than 25% in order to satisfy the limitation on annual additions under Code Section 415 if other types of contributions are provided under the Plan.
			(A	)	¨	Instead of specifying a percentage of Compensation, a Participant’s salary reduction agreement may specify a dollar amount to be contributed each payroll period, provided such dollar amount does not exceed the maximum percentage of Compensation specified in Subsection 1.07(a)(1) above.
			(B)		A Participant may increase or decrease, on a prospective basis, his salary reduction agreement percentage (check one):
					(i)	þ	as of the beginning of each payroll period.
					(ii)	¨	as of the first day of each month.
					(iii)	¨	as of the next Entry Date. (Do not select if immediate entry is elected with respect to Deferral Contributions in Subsection 1.04(d) or 1.04(e).)
					(iv)	¨	other. (Specify, but must be at least once per Plan Year)
					Note: Notwithstanding the Employer’s election hereunder, if Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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			Contributions is checked, the Plan provides that an Active Participant may change his salary reduction agreement percentage for the Plan Year within a reasonable period (not fewer than 30 days) of receiving the notice described in Section 6.10.
		(C)	A Participant may revoke, on a prospective basis, a salary reduction agreement at any time upon proper notice to the Administrator but in such case may not file a new salary reduction agreement until (check one):
			(i)	þ	the first day of the next Plan Year.
			(ii)	¨	any subsequent Entry Date. (Do not select if immediate entry is elected with respect to Deferral Contributions in Subsection 1.04(d) or 1.04(e).)
			(iii)	¨	other. (Specify, but must be at least once per Plan Year)
(2	)	þ	Additional Deferral Contributions – The Employer may allow Participants upon proper notice and approval to enter into a special salary reduction agreement to make additional Deferral Contributions in an amount up to 100% of their Compensation for the payroll period(s) designated by the Employer.
(3	)	þ	Bonus Contributions – The Employer may allow Participants upon proper notice and approval to enter into a special salary reduction agreement to make additional Deferral Contributions in an amount up to 100% of any Employer paid cash bonuses designated by the Employer on a uniform and non-discriminatory basis that are made for such Participants during the Plan Year. The Compensation definition elected by the Employer in Subsection 1.05(a) must include bonuses if bonus contributions are permitted.
		Note:	A Participant’s contributions under Subsection 1.07(a)(2) and/or (3) may not cause the Participant to exceed the percentage limit specified by the Employer in Subsection 1.07(a)(1) for the full Plan Year. If the Administrator anticipates that the Plan will not satisfy the “ADP” and/or “ACP” test for the year, the Administrator may reduce the rate of Deferral Contributions of Participants who are Highly Compensated Employees to an amount objectively determined by the Administrator to be necessary to satisfy the “ADP” and/or “ACP” test.

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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1.08	EMPLOYEE CONTRIBUTIONS (AFTER-TAX CONTRIBUTIONS)
	(a	)	¨	Employee Contributions – Either (1) Participants will be permitted to contribute amounts to the Plan on an after-tax basis or (2) the Employer maintains frozen Employee Contributions Accounts. (check one):
			(1)	¨	Future Employee Contributions – Participants may make voluntary, non-deductible, after-tax Employee Contributions pursuant to Section 5.04 of the Plan. (Only if Option 1.07(a), Deferral Contributions, is checked.)
			(2)	¨	Frozen Employee Contributions – Participants may not currently make after-tax Employee Contributions to the Plan, but the Employer does maintain frozen Employee Contributions Accounts.
1.09	QUALIFIED NONELECTIVE CONTRIBUTION
	(a	)	Qualified Nonelective Employer Contributions – If Option 1.07(a), Deferral Contributions, is checked, the Employer may contribute an amount which it designates as a Qualified Nonelective Employer Contribution to be included in the “ADP” or “ACP” test. Unless otherwise provided below, Qualified Nonelective Employer Contributions shall be allocated to Participants who were eligible to participate in the Plan at any time during the Plan Year and are Non-Highly Compensated Employees either (A) in the ratio which each Participant’s “testing compensation”, as defined in Subsection 6.01(t), for the Plan Year bears to the total of all Participants’ “testing compensation” for the Plan Year or (B) as a flat dollar amount.
			(1)	þ	Qualified Nonelective Employer Contributions shall be allocated to Participants as a percentage of the lowest paid Participant’s “testing compensation”, as defined in Subsection6.01(t), for the Plan Year up to the lower of (A) the maximum amount contributable under the Plan or (B) the amount necessary to satisfy the “ADP” or “ACP” test. If any Qualified Nonelective Employer Contribution remains, a1location shall continue in the same manner to the next lowest paid Participants until the Qualified Nonelective Employer Contribution is exhausted.
1.10	MATCHING EMPLOYER CONTRIBUTIONS (Only If Option 1.07(a), Deferral Contribution Is Checked)
	(a)		þ	Basic Matching Employer Contributions (check one):
			(1)	þ	Non-Discretionary Matching Employer Contributions – The Employer shall make a basic Matching Employer Contribution on behalf of each Participant in an amount equaI to the following percentage of a

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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		Participant’s Deferral Contributions during the Contribution Period (check (A) or (B) and, if applicable, (C)):
	Note: Effective for Plan Years beginning on or after January l, 1999, if the Employer elected Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer Contributions and meets the requirements for deemed satisfaction of the “ADP” test in Section 6.10 for a Plan Year, the Plan will also be deemed to satisfy the “ACP” test for such Plan Year with respect to Matching Employer Contributions if Matching Employer Contributions hereunder meet the requirements in Section 6.11.
	(A)	þ	Single Percentage Match: 50%
	(B)	¨	Tiered Match:        % o% f the first         % of the Active Participant’s Compensation contributed to the Plan,         % of the next         % of the Active Participant’s Compensation contributed to the Plan,         % of the next         % of the Active Participant’s Compensation contributed to the Plan. Note: The percentages specified above for basic Matching Employer Contributions may not increase as the percentage of Compensation contributed increases.
	(C)	þ	Limit on Non-Discretionary Matching Employer Contributions (check the appropriate box(es)):
		(i)	þ	Deferral Contributions in excess of 6% of the Participant’s Compensation for the period in question shall not be considered for non-discretionary Matching Employer Contributions.
		Note: If the Employer elected a percentage limit in (i) above and requested the Trustee to account separately for matched and unmatched Deferral Contributions made to the plan, the non-discretionary Matching Employer Contributions allocated to each Participant must be computed, and the percentage limit applied, based upon each payroll period.
		(ii)	¨	Matching Employer Contributions for each Participant for each Participant for each Plan Year shall be limited to $                    .
(2)	¨	Discretionary Matching Employer Contributions – The Employer may make a basic Matching Employer Contribution on behalf of each Participant in an amount equal to the percentage declared for the Contribution Period, if any, by a Board of Directors’ Resolution (or by a

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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			Letter of Intent for a sole proprietor or partnership) of the Deferral Contributions made by each Participant during the Contribution Period. The Board of Directors’ Resolution (or Letter of Intent, if applicable) may limit the Deferral Contributions matched to a specified percentage of Compensation or limit the amount of the match to a specified dollar amount.
		(A)	¨	4% Limitation on Discretionary Matching Employer Contributions for Deemed Satisfaction of “ACP” Test – In no event may the dollar amount of the discretionary Matching Employer Contribution made on a Participant’s behalf for the Plan Year exceed 4% of the Participant’s Compensation for the Plan Year. (Only if Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer Contributions is checked.)
	(3)	¨	Safe Harbor Matching Employer Contributions – Effective only for Plan Years beginning on or after January 1, 1999, if the Employer elects one of the safe harbor formula Options provided in the Safe Harbor Matching Employer Contribution Addendum to the Adoption Agreement and provides written notice each Plan Year to all Active Participants of their rights and obligations under the Plan, the Plan shall be deemed to satisfy the “ADP” test and, under certain circumstances, the “ACP” test.
(b)	þ	Additional Matching Employer Contributions – The Employer may at Plan Year end make an additional Matching Employer Contribution equal to a percentage declared by the Employer, through a Board of Directors’ Resolution (or by a Letter of Intent for a sole proprietor or partnership), of the Deferral Contributions made by each Participant during the Plan Year. (Only if Option 1.10(a)(1) or (3) as checked). The Board of Directors’ Resolution (or Letter of Intent, if applicable) may limit the Deferral Contributions matched to a specified percentage of Compensation or limit the amount of the match to a specified dollar amount.
		(A)	¨	4% Limitation on Additional Matching Employer Contributions for Deemed Satisfaction of “ACP” Test – In no event may the dollar amount of the additional Matching Employer Contribution made on a Participant’s behalf for the Plan Year exceed 4% of the Participant’s Compensation for the Plan Year. (Only if Option 110(a)(3), Safe Harbor Matching Employer Contributions, or Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer Contributions is checked.)
		Note: If the Employer elected Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, above and wants to be deemed to have satisfied the “ADP” test for Plan Years beginning on or after January 1, 1999, the additional Matching Employer Contribution must meet the requirements of Section 6.10.

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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		In addition to the foregoing requirements, if the Employer elected either Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer Contributions, and wants to be deemed to have satisfied the “ACP” test with respect to Matching Employer Contributions for the Plan Year, the Deferral Contributions matched may not exceed the limitations in Section 6.11.
(c)	Contribution Period for Matching Employer Contributions – The Contribution Period for purposes of calculating the amount of basic Matching Employer Contributions described in Subsection 1.10(a)(1) or (2) is:
	(1)	¨	each calendar month.
	(2)	¨	each Plan Year quarter.
	(3)	þ	each Plan Year.
	(4)	¨	each payroll period.
	The Contribution Period for additional Matching Employer Contributions described in Subsection 1.10(b) is the Plan Year.
(d)	Continuing Eligibility Requirement(s) – A Participant who makes Deferral Contributions during a Contribution Period shall only be entitled to receive Matching Employer Contributions under Section 1.10 for that Contribution Period if the Participant satisfies the following requirement(s): (Check the appropriate box(es). Options (3) and (4) may not be elected together; Option (5) may not be elected with Option (2), (3), or (4); Options (2), (3), (4), (5), and (7) way not be elected with respect to basic Matching Employer Contributions if Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, is checked):
	(1)	þ	No requirements.
	(2)	¨	Is employed by the Employer or a Related Employer on the last day of the Contribution Period.
	(3)	¨	Earns at least 501 Hours of Service during the Plan Year. (Only if the Contribution Period is the Plan Year.)
	(4)	¨	Earns at least 1,000 Hours of Service during the Plan Year. (Only if the Contribution Period is the Plan Year.)
	(5)	¨	Either earns at least 501 Hours of Service during the Plan Year or is employed by the Employer or a Related Employer on the last day of the Plan Year. (Only if the Contribution Period is the Plan Year.)

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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	(6)	¨	Is not a Highly Compensated Employee for the Plan Year.
	(7)	¨	Is not a partner or a member of the Employer, if the Employer is a partnership or an entity taxed as a partnership.
	(8)	þ	Special continuing eligibility requirement(s) for additional Matching Employer Contributions. (Only if Option 1.10(b), Additional Matching Employer Contributions, is checked.)
		(A)	The continuing eligibility requirement(s) for additional Matching Employer Contributions is/are: (1) (Fill in number of applicable eligibility requirement(s) from above.)
	Note: If Option (2), (3), (4), or (5) above is selected, then Matching Employer Contributions can only be funded by the Employer after the Contribution Period or Plan Year ends. Matching Employer Contributions funded during the Contribution Period or Plan Year shall not be subject to the eligibility requirements of Option (2), (3), (4), or (5). If Option (2), (3), (4), or (5) is adopted during a Contribution Period or Plan Year, as applicable, such Option shall not become effective until the first day of the next Contribution Period or Plan Year.
(e)	þ	Qualified Matching Employer Contributions – Prior to making any Matching Employer Contribution hereunder (other than a safe harbor Matching Employer Contribution), the Employer may designate all or a portion of such Matching Employer Contribution as a Qualified Matching Employer Contribution that may be used to satisfy the “ADP” test on Deferral Contributions and excluded in applying the “ACP” test on Employee and Matching Employer Contributions. Unless the additional eligibility requirement is selected below, Qualified Matching Employer Contributions shall be allocated to all Participants who meet the continuing eligibility requirement(s) described in Subsection 1.10(d) above for the type of Matching Employer Contribution being characterized as a Qualified Matching Employer Contribution.
	(1)	þ	To receive an allocation of Qualified Matching Employer Contributions a Participant must also be a Non-Highly Compensated Employee for the Plan Year.
	Note: Qualified Matching Employer Contributions may not be excluded in applying the “ACP” test for a Plan Year if the Employer elected Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer Contributions, and the “ADP” test is deemed satisfied under Section 6.10 for such Plan Year.

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

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1.11	NONELECTIVE EMPLOYER CONTRIBUTIONS
	Note: An Employer may elect both a fixed formula and a discretionary formula. If both are selected, the discretionary formula shall be treated as an additional Nonelective Employer Contribution and allocated separately in accordance with the allocation formula selected by the Employer.
	(a)	¨	Fixed Formula (An Employer may elect both the Safe Harbor Formula and one of the other fixed formulas. Otherwise, the Employer may only select one of the following.)
		(1)	¨	Fixed Percentage Employer Contribution—For each Plan Year, the Employer shall contribute for each eligible Active Participant an amount equal to         % (not to exceed 15% for Plan Years beginning prior to 2002 and 25% for Plan Years beginning on or after January 1, 2002) of such Active Participant’s Compensation.
		(2)	¨	Fixed Flat Dollar Employer Contribution—The Employer shall contribute for each eligible Active Participant an amount equal to $            .
				The contribution amount is based on an Active Participant’s service for the following period:
			(A)	¨	Each paid hour.
			(B)	¨	Each payroll period.
			(C)	¨	Each Plan Year.
			(D)	¨	Other:
		(3)	¨	Safe Harbor Formula—Effective only with respect to Plan Years that begin on or after January 1, 1999, the Nonelective Employer Contribution specified in the Safe Harbor Nonelective Employer Contribution Addendum is intended to satisfy the safe harbor contribution requirements under the Code such that the “ADP” test and, under certain circumstances the “ACP” test, is deemed satisfied. Please complete the Safe Harbor Nonelective Employer Contribution Addendum to the Adoption Agreement. (Choose only if Option 1.07(a), Deferral Contributions, is checked.)
	(b)	¨	Discretionary Formula—The Employer may decide each Plan Year whether to make a discretionary Nonelective Employer Contribution on behalf of eligible Active Participants in accordance with Section 5.10. Such contributions shall be allocated to eligible Active Participants based upon the following (check (1) or (2)):
		(1)	¨	Non-Integrated Allocation Formula—In the ratio that each eligible Active Participant’s Compensation bears to the total Compensation paid to all

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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		eligible Active Participants for the Plan Year.
(2)	¨	Integrated Allocation Formula—As (A) a percentage of each eligible Active Participant’s Compensation plus (B) a percentage of each eligible Active Participant’s Compensation in excess of the “integration level” as defined below. The percentage of Compensation in excess of the “integration level” shall be equal to the lesser of the percentage of the Active Participant’s Compensation allocated under (A) above or the “permitted disparity limit” as defined below.
	Note: An Employer that has elected the Safe Harbor formula in Subsection 1.11(a)(3) above may not take Nonelective Employer Contributions made to satisfy the safe harbor into account in applying the integrated allocation formula described above.
	“Integration level” means the Social Security taxable wage base for the Plan Year, unless the Employer elects a lesser amount in (A) or (B) below.
	(A)	% (not to exceed 100%) of the Social Security taxable wage base for the Plan Year, or
	(B)	$         (not to exceed the Social Security taxable wage base).
	“Permitted disparity limit” means the percentage provided by the following table:
		The “Integration Level” is     % of the Taxable Wage Base	The “Permitted Disparity Limit” is
		20% or less	5.7%
		More than 20% but not more than 80%	4.3%
		More than 80% but less than 100%	5.4%
		100%	5.7%
	Note: An Employer who maintains any other plan that provides for Social Security Integration (permitted disparity) may not elect Option 1.11(b)(2).

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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(c)	Continuing Eligibility Requirements):—A Participant shall only be entitled to receive Nonelective Employer Contributions for a Plan Year under this Section 1.11 if the Participant satisfies the following requirement(s): (Check the appropriate box(es)—Options (3) and (4) may not be elected together; Option (5) may not be elected with Option (2), (3), or (4); Options (2), (3), (4), (5), and (7) may not be elected with respect to Nonelective Employer Contributions under the fixed formula if Option 1.11(a)(3), Safe Harbor formula, is checked).
	(1)	¨	No requirements.
	(2)	¨	Is employed by the Employer or a Related Employer on the last day of the Plan Year.
	(3)	¨	Earns at least 501 Hours of Service during the Plan Year.
	(4)	¨	Earns at least 1,000 Hours of Service during the Plan Year.
	(5)	¨	Either earns at least 501 Hours of Service during the Plan Year or is employed by the Employer or a Related Employer on the last day of the Plan Year.
	(6)	¨	Is not a Highly Compensated Employee for the Plan Year.
	(7)	¨	Is not a partner or a member of the Employer, if the Employer is a partnership or an entity taxed as a partnership.
	(8)	¨	Special continuing eligibility requirement(s) for discretionary Nonelective Employer Contributions. (Only if both Options 1.11(a) and (b) are checked.)
		(A)	The continuing eligibility requirement(s) for discretionary Nonelective Employer Contributions is/are:     (fill in number of applicable eligibility requirement(s) from above)
	Note: If Option (2), (3), (4), or (5) above is selected then Nonelective Employer Contributions can only be funded by the Employer after the Plan Year ends. Nonelective Employer Contributions funded during the Plan Year shall not be subject to the eligibility requirements of Option (2), (3), (4), or (5). If Option (2), (3), (4), or (5) is adopted during a Plan Year, such Option shall not become effective until the first day of the next Plan Year.

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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1.12	EXCEPTIONS TO CONTINUING ELIGIBILITY REQUIREMENTS
	¨	Death, Disability, and Retirement Exception to Eligibility Requirements—Active Participants who do not meet any last day or Hours of Service requirement under Subsection 1.10(d) or 1.11(c) because they become disabled, as defined in Section 1.14, retire, as provided in Subsection 1.13(a), (b), or (c), or die shall nevertheless receive an allocation of Nonelective Employer and/or Matching Employer Contributions. No Compensation shall be imputed to Active Participants who become disabled for the period following their disability.
1.13	RETIREMENT
	(a)	The Normal Retirement Age under the Plan is (check one);
		(1)	þ	age 65.
		(2)	¨	age      (specify between 55 and 64).
		(3)	¨	later of age          (not to exceed 65) or the fifth anniversary of the Participant’s Employment Commencement Date.
	(b)	þ	The Early Retirement Age is the first day of the month after the Participant attains age 55 (specify 55 or greater) and completes 7 years of Vesting Service.
		Note: If this Option is elected, Participants who are employed by the Employer or a Related Employer on the date they reach Early Retirement Age shall be 100% vested in their Accounts under the Plan.
	(c)	þ	A Participant who becomes disabled, as defined in Section 1.14, is eligible for disability retirement.
		Note: If this Option is elected, Participants who are employed by the Employer or a Related Employer on the date they become disabled shall be 100% vested in their Accounts under the Plan.
1.14	DEFINITION OF DISABLED
	A Participant is disabled if he/she (check the appropriate box(es)):
	(a)	¨	satisfies the requirements for benefits under the Employer’s Long-Term Disability Plan.
	(b)	¨	satisfies the requirements for Social Security disability benefits.
	(c)	þ	is determined to be disabled by a physician approved by the Employer.

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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1.15	VESTING
	A Participant’s vested interest in Matching Employer Contributions and/or Nonelective Employer Contributions, other than Safe Harbor Matching Employer and/or Nonelective Employer Contributions elected in Subsection 1.10(a)(3) or 1.11(a)(3), shall be based upon his years of Vesting Service and the scheduler(s) selected below, except as provided in Subsection 1.21(d) or in the Vesting Schedule Addendum to the Adoption Agreement.
	(a)	¨	Years of Vesting Service shall exclude:
		(1)	¨	for new plans, service prior to the Effective Date as defined in Subsection 1.01(g)(1).
		(2)	¨	for existing plans converting from another plan document, service prior to the original Effective Date as defined in Subsection 1.01(g)(2).
	(b)	Vesting Schedule(s) Note: The vesting schedule selected below applies only to Nonelective Employer Contributions and Matching Employer Contributions other than safe harbor contributions made under Option 1.11(a)(3) or Option 1.10(a)(3). Safe harbor contributions under Options 1.11(a)(3) and 1.10(a)(3) are always 100% vested immediately.
		(1)	Nonelective Employer Contributions (check one):		(2)	Matching Employer Contributions (check one):
		(A)	þ	N/A-No Nonelective Employer Contributions	(A)	¨	N/A-No Matching Employer Contributions
		(B)	¨	100% Vesting immediately	(B)	þ	100% Vesting immediately
		(C)	¨	3 year cliff (see C below)	(C)	¨	3 year cliff (see C below)
		(D)	¨	5 year cliff (see D below)	(D)	¨	5 year cliff (see D below)
		(E)	¨	6 year graduated (see E below)	(E)	¨	6 year graduated (see E below)
		(F)	¨	7 year graduated (see F below)	(F)	¨	7 year graduated (see F below)
		(G)	¨	Other vesting (complete G1 below)	(G)	¨	Other vesting (complete G2 below).

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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	Applicable Vesting Schedule(s)
Years of Vesting Service	C	D	E	F	G1	G2
0	0%	0%	0%	0%	__ %	%
1	0%	0%	0%	0%	__ %	%
2	0%	0%	20%	0%	__ %	%
3	100%	0%	40%	20%	__ %	%
4	100%	0%	60%	40%	__ %	%
5	100%	100%	80%	60%	__ %	%
6	100%	100%	100%	80%	__ %	%
7 or more	100%	100%	100%	100%	100%	100%

		Note: A schedule elected under G1 or G2 above must be at least as favorable as one of the schedules in C, D, E or F above.
		Note: If the Plan is being amended to provide a more restrictive vesting schedule, the more favorable vesting schedule shall continue to apply to Participants who are Active Participants immediately prior to the later of (1) the effective date of the amendment or (2) the date the amendment is adopted.
	(c)	þ	A vesting schedule more favorable than the vesting schedule(s) selected above applies to certain Participants. Please complete the Vesting Schedule Addendum to the Adoption Agreement.
	(d)	þ	Application of Forfeitures—If a Participant forfeits any portion of his non-vested Account balance as provided in Section 6.02, 6.04, 6.07, or 11.08, such forfeitures shall be (check one):
		(1)	þ	N/A—Either (A) no Matching Employer Contributions are made with respect to Deferral Contributions under the Plan and all other Employer Contributions are 100% vested when made or (B) there are no Employer Contributions under the Plan.
		(2)	¨	applied to reduce Employer contributions.
		(3)	¨	allocated among the Accounts of eligible Participants in the manner provided in Section 1.11. (Only if Option 1.11(a) or (b) is checked.)
1.16	PREDECESSOR EMPLOYER SERVICE
	þ	Service for purposes of eligibility in Subsection 1.04(b) and vesting in Subsection 1.15(b) of this Plan shall include service with the following predecessor employer(s):

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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		Litho Industries
1.17	PARTICIPANT LOANS Participant loans (check one):
	(a)	þ	are allowed in accordance with Article 9 and loan procedures outlined in the Service Agreement.
	(b)	¨	are not allowed.
1.18	IN-SERVICE WITHDRAWALS
	Participants may make withdrawals prior to termination of employment under the following circumstances (check the appropriate box(es)):
	(a)	þ	Hardship Withdrawals—Hardship withdrawals from a Participant’s Deferral Contributions Account shall be allowed in accordance with Section 10.05, subject to a $500 minimum amount.
	(b)	þ	Age 59 1/2—Participants shall be entitled to receive a distribution of all or any portion of the following Accounts upon attainment of age 59 1/2 (check one):
		(1)	¨	Deferral Contributions Account
		(2)	þ	All vested account balances.
	(c)	Withdrawal of Employee Contributions and Rollover Contributions
		(1)	Unless otherwise provided below, Employee Contributions may be withdrawn in accordance with Section 10.02 at any time.
			(A)	¨	Employees may not make withdrawals of Employee Contributions more frequently than:
		(2)	Rollover Contributions may be withdrawn in accordance with Section 10.03 at any time.
	(d)	¨	Protected In-Service Withdrawal Provisions—Check if the Plan was converted by plan amendment or received transfer contributions from another defined contribution plan, and benefits under the other defined contribution plan were payable as (check the appropriate box(es)):
		(1)	¨	an in-service withdrawal of vested employer contributions maintained in a

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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					Participant’s Account (check (A) and/or (B)):
			(A)	¨	for at least                  (24 or more) months.
				(i)	¨	Special restrictions applied to such in-service withdrawals under the prior plan that the Employer wishes to continue under the Plan as restated hereunder. Please complete the Protected In-Service Withdrawals Addendum to the Adoption Agreement identifying the restrictions.
			(B)	¨	after the Participant has at least 60 months of participation.
				(i)	¨	Special restrictions applied to such in-service withdrawals under the prior plan that the Employer wishes to continue under the Plan as restated hereunder. Please complete the Protected In-Service Withdrawals Addendum to the Adoption Agreement identifying the restrictions.
		(2)	¨	another in-service withdrawal option that is a “protected benefit” under Code Section 411(d)(6) or an in-service hardship withdrawal option not otherwise described in Section 1.18(a). Please complete the Protected In-Service Withdrawals Addendum to the Adoption Agreement identifying the in-service withdrawal option(s).
1.19	FORM OF DISTRIBUTIONS Subject to Section 13.01, 13.02 and Article 14, distributions under the Plan shall be paid as provided below. (Check the appropriate box(es) and, if any forms of payment selected in (b), (c), and/or (d) apply only to a specific class of Participants, complete Subsection (b) of the Forms of Payment Addendum.)
	(a)	Lump Sum Payments—Lump sum payments are always available under the Plan.
	(b)	þ	Installment Payments—Participants may elect distribution under a systematic withdrawal plan (installments).
	(c)	¨	Annuities (Check if the Plan is retaining any annuity form(s) of payment.)
		(1)	An annuity form of payment is available under the Plan for the following reason(s) (check (A) and/or (B), as applicable):
			(A)	¨	As a result of the Plan’s receipt of a transfer of assets from a defined contribution plan or pursuant to the Plan terms prior to the Amendment Effective Date specified in Section 1.01(g)(2), benefits were previously payable in the form of an annuity that the Employer elects to continue to be offered as a form of payment under the Plan.

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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	(B)	¨	The Plan received a transfer of assets from a defined benefit plan or another defined contribution plan that was subject to the minimum funding requirements of Code Section 412 and therefore an annuity form of payment is a protected benefit under the Plan in accordance with Code Section 411(d)(6).
(2)	The normal form of payment under the Plan is (check (A) or (B)):
	(A)	¨		A lump sum payment.
		(i)		Optional annuity forms of payment (check (I) and/or (II), as applicable). (Must check and complete (I) if a life annuity is one of the optional annuity forms of payment under the Plan.)
				(I)		¨	A married Participant who elects an annuity form of payment shall received a qualified joint and     % (at least 50%) survivor annuity. An unmarried Participant shall receive a single life annuity, unless a different form of payment is specified below:
				(II)		¨	Other annuity form(s) of payment. Please complete Subsection (a) of the Forms of Payment Addendum describing the other annuity form(s) of payment available under the Plan.
	(B)	¨		A life annuity (complete (i) and (ii) and check (iii) if applicable.)
		(i)		The normal form for married Participants is a qualified joint and     % (at least 50%) survivor annuity. The normal form for unmarried Participants is a single life annuity, unless a different annuity is specified below:
		(ii)		The qualified preretirement survivor annuity provided to a Participant’s spouse is purchased with     % (at least 50%) of the Participant’s Account.
		(iii)		¨	Other annuity form(s) of payment. Please complete Subsection (a) of the Forms of Payment Addendum describing the other annuity form(s) of payment available under the Plan.

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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	(d)	¨	Other Non-Annuity Form(s) of Payment. As a result of the Plan’s receipt of a transfer of assets from another plan or pursuant to the Plan terms prior to the Amendment Effective Date specified in 1.01(g)(2), benefits were previously payable in the following form(s) of payment not described in (a), (b), or (c) above and the Plan will continue to offer these form(s) of payment:
	(e)	þ	Eliminated Forms of Payment Not Protected Under Code Section 411(d)(6). Check if either (1) under the Plan terms prior to the Amendment Effective Date or (2) under the terms of another plan from which assets were transferred, benefits were payable in a form of payment that will cease to be offered after a specified date. Please complete Subsection (c) of the Forms of Payment Addendum describing the forms of payment previously available and the effective date of the elimination of the form(s) of payment.
1.20	TIMING OF DISTRIBUTIONS
	Except as provided in Subsection 1.20(a) or (b) and the Postponed Distribution Addendum to the Adoption Agreement, distribution shall be made to an eligible Participant from his vested interest in his Account as soon as reasonably practicable following the date the Participant’s application for distribution is received by the Administrator.
	(a)	Required Commencement of Distribution – If a Participant does not elect to receive benefits as of an earlier date, as permitted under the Plan, distribution of a Participant’s Account shall begin as of the Participant’s Required Beginning Date.
	(b)	¨	Postponed Distributions – Check if the Plan was converted by plan amendment from another defined contribution plan that provided for the postponement of certain distributions from the Plan to eligible Participants and the Employer wants to continue to administer the Plan using the postponed distribution provisions. Please complete the Postponed Distribution Addendum to the Adoption Agreement indicating the types of distributions that are subject to postponement and the period of postponement.
		Note: An Employer may not provide for postponement of distribution to a Participant beyond the 60th day following the close of the Plan Year in which (1) the Participant attains Normal Retirement Age under the Plan, (2) the Participant’s 10th anniversary of participation in the Plan occurs, or (3) the Participant’s employment terminates, whichever is latest.
1.21	TOP HEAVY STATUS
	(a)	The Plan shall be subject to the Top-Heavy Plan requirements of Article 15 (check one):

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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	(1)	¨	for each Plan Year, whether or not the Plan is a “top-heavy plan” as defined in Subsection 15.01(f).
	(2)	þ	for each Plan Year, if any, for which the Plan is a “top-heavy plan” as defined in Subsection 15.01(f).
	(3)	¨	Not applicable. (Choose only if Plan covers only employees subject to a collective bargaining agreement.)
(b)	In determining whether the Plan is a “top-heavy plan “for an Employer with at least one defined benefit plan, the following assumptions shall apply:
	(1)	¨	Interest rate:     % per annum.
	(2)	¨	Mortality table:.
	(3)	þ	Not applicable. (Choose only if either (A) Plan covers only employees subject to a collective bargaining agreement or (B) Employer does not maintain and has not maintained any defined benefit plan during the five-year period ending on the applicable “determination date”, as defined in Subsection 15.01(a).)
(c)	If the Plan is or is treated as a “top-heavy plan” for a Plan Year, each non-key Employee shall receive an Employer Contribution of at least 3 (3, 4, 5, or 7 1/2)% of Compensation for the Plan Year in accordance with Section 15.03. The minimum Employer Contribution provided in this Subsection 1.2(c) shall be made under this Plan only if the Participant is not entitled to such contribution under another qualified plan of the Employer, unless the Employer elects otherwise below:
	(1)	þ	The minimum Employer Contribution shall be paid under this Plan in any event.
	(2)	¨	Another method of satisfying the requirements of Code Section 416. Please complete the 416 Contribution Addendum to the Adoption Agreement describing the way in which the minimum contribution requirements will be satisfied in the event the Plan is or is treated as a “top-heavy plan”.
	(3)	¨	Not applicable. (Choose only if Plan covers only employees subject to a collective bargaining agreement.)
	Note: The minimum Employer contribution may be less than the percentage indicated in Subsection 1.21(c) above to the extent provided in Section 15.03.
(d)	If the Plan is or is treated as a “top-heavy plan” for a Plan Year, the following vesting schedule shall apply instead of the schedule(s) elected in Subsection 1.15(b) for such Plan Year and each Plan Year thereafter (check one):

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(1)	þ	Not applicable. (Choose only if either (A) Plan provides for Nonelective Employer Contributions and the schedule elected in Subsection 1.15(b)(1) is at least as favorable in all cases as the schedules available below or (B) Plan covers only employees subject to a collective bargaining agreement.)
(2)	¨	100% vested after          (not in excess of 3) years of Vesting Service.
(3)	¨	Graded vesting:

Years of Vesting Service	Vesting Percentage	Must be at Least
0	0.00%	0%
1	0.00%	0%
2	0.00%	20%
3	0.00%	40%
4	0.00%	60%
5	0.00%	80%
6 or more	0.00%	100%

		Note: If the Plan provides for Nonelective Employer Contributions and the schedule elected in Subsection 1.15(b)(1) is more favorable in all cases than the schedule elected in Subsection 1.21(d) above, then the schedule in Subsection 1.15(b)(1) shall continue to apply even in Plan Years in which the Plan is a “top-heavy plan”.
1.22	CORRECTION TO MEET 415 REQUIREMENTS UNDER MULTIPLE DEFINED CONTRIBUTION PLANS
	If the Employer maintains other defined contribution plans, annual additions to a Participant’s Account shall be limited as provided in Section 6.12 of the Plan to meet the requirements of Code Section 415, unless the Employer elects otherwise below and completes the 415 Correction Addendum describing the order in which annual additions shall be limited among the plans.

	(a)	¨	Other Order for Limiting Annual Additions
1.23	INVESTMENT DIRECTION
	Investment Directions – Participant Accounts shall be invested (check one):

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(a)	¨	in accordance with investment directions provided to the Trustee by the Employer for allocating all Participant Accounts among the Options listed in the Service Agreement.
(b)	þ	in accordance with investment directions provided to the Trustee by each Participant for allocating his entire Account among the Options listed in the Service Agreement.
(c)	¨	in accordance with investment directions provided to the Trustee by each Participant for all contribution sources in a Participant’s Account except the following sources shall be invested as directed by the Employer (check (1) and/or (2)):
	(1)	¨	Nonelective Employer Contributions
	(2)	¨	Matching Employer Contributions
The Employer must direct the applicable sources among the same investment options made available for Participant directed sources listed in the Service Agreement.

1.24 REFINANCE ON OPINION LETTER

An adopting Employer may rely on the opinion letter issued by the Internal Revenue Service as evidence that this Plan is qualified under Code Section 401 only to the extent provided in Announcement 2001-77, 2001-30 I.R.B. The Employer may not rely on the opinion letter in certain other circumstances or with respect to certain qualification requirements, which are specified in the opinion letter issued with respect to this Plan and in Announcement 2001-77. In order to have reliance in such circumstances or with respect to such qualification requirements, application for a determination letter must be made to the Employee Plans Determinations of Internal Revenue Service. Failure to fill out the Adoption Agreement properly may result in disqualification of the Plan.

This Adoption Agreement may be used only in conjunction with Fidelity Basic Plan Document No.12. The Prototype Sponsor shall inform the adopting Employer of any amendments made to the Plan or of the discontinuance or abandonment of the prototype plan document.

1.25 PROTOTYPE INFORMATION:

Name of Prototype Sponsor: Address of Prototype Sponsor: Fidelity Management & Research Company 82 Devonshire Street Attention: FIIS Business Acceptance Boston, MA 02109

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

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Questions regarding this prototype document may be directed to the following telephone number: 1-800-684-5254 (Option 3).

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

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EXECUTION PAGE

(Trustee’s Copy)

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this 11th day of December, 2003.

Employer:	The Nielsen Company
By:	/s/    Illegible
Title:	Plan Administrator

Employer:

By:

Title:

Accepted by:
Fidelity Management Trust Company, as Trustee
By:	Date:
Title:

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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EXECUTION PAGE

(Employer’s Copy)

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this 11th day of December, 2003.

Employer:	The Nielsen Company
By:	/s/    Illegible
Title:	Plan Administrator

Employer:

By:

Title:

Accepted by:

Fidelity Management Trust Company, as Trustee

By:	Date:
Title:

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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EXECUTION PAGE

(Prototype Sponsor’s Copy)

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this 11^th day of December, 2003.

Employer:	The Nielsen Company
By:	/s/    Illegible
Title:	Plan Administrator

Employer:

By:

Title:

Accepted by:

Fidelity Management Trust Company, as Trustee

By:	Date:
Title:

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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ADDENDUM

Re: SPECIAL EFFECTIVE DATES

for

Plan Name: The Nielsen Company Profit Sharing Retirement & 401(k) Plan

(a)	¨	Special Effective Dates for Other Provisions – The following provisions (e.g., new eligibility requirements, new contribution formula, etc.) shall be effective as of the dates specified herein:
(b)	þ	Plan Merger Effective Dates – The following plan(s) were merged into the Plan after the Effective Date indicated in Subsection 1.01(g)(l) or (2), as applicable. The provisions of the Plan are effective with respect to the merged plan(s) as of the date(s) indicated below:

(1)	Name of merged plan:	Litho Industries, Inc. Employees Profit Sharing Plan
	Effective date:	10/01/1999
(2)	Name of merged plan:
	Effective date:
(3)	Name of merged plan:
	Effective date:

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(4)	Name of merged plan:
Effective date:
(5)	Name of merged plan:
Effective date:

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
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ADDENDUM

Re: SAFE HARBOR MATCHING EMPLOYER CONTRIBUTION

for

Plan Name:	The Nielsen Company Profit Sharing Retirement & 401(k) Plan_
(a)	Safe Harbor Matching Contribution Formula
	Note: Matching Employer Contributions made under this Option must be 100% vested when made and may only be distributed because of death, disability, separation from service, age 59½, or termination of the Plan without the establishment of a successor plan. In addition, each Plan Year, the Employer must provide written notice to all Active Participants of their rights and obligations under the Plan.
	(1)		¨		100% of the first 3% of the Active Participant’s Compensation contributed to the Plan and 50% of the next 2% of the Active Participant’s Compensation contributed to the Plan.
			(A	)	¨	Safe harbor Matching Employer Contributions shall not be made on behalf of Highly Compensated Employees.
			Note: If the Employer selects this formula and does not elect Option 1.10(b), Additional Matching Employer Contributions, Matching Employer Contributions will automatically meet the safe harbor contribution requirements for deemed satisfaction of the “ACP” test. (Employee Contributions must still be tested.)
	(2	)	¨		Other Enhanced Match:     % of the first     % of the Active Participant’s Compensation contributed to the Plan,
					% of the next     % of the Active Participant’s Compensation contributed to the Plan,
					% of the next      % of the Active Participant’s Compensation contributed to the Plan.

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

36

Note: To satisfy the safe harbor contribution requirement for the “ADP” test, the percentages specified above for Matching Employer Contributions may not increase as the percentage of Compensation contributed increases, and the aggregate amount of Matching Employer Contributions at such rates must at least equal the aggregate amount of Matching Employer Contributions which would be made under the percentages described in (a)(l) of this Addendum.
(A)	¨	Safe harbor Matching Employer Contributions shall not be made on behalf of Highly Compensated Employees.
(B)	¨	The formula specified above is also intended to satisfy the safe harbor contribution requirement for deemed satisfaction of the “ACP” test with respect to Matching Employer Contributions. (Employee Contributions must still be tested.)
Note: To satisfy the safe harbor contribution requirement for the “ACP” test, the Deferral Contributions and/or Employee Contributions matched cannot exceed 6% of a Participant’s Compensation.

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

37

ADDENDUM

Re: SAFE HARBOR NONELECTIVE EMPLOYER CONTRIBUTION

for

Plan Name: The Nielsen Company Profit Sharing Retirement & 401(k) Plan

(a)	Safe Harbor Nonelective Employer Contribution Election
			(1)	¨	For each Plan Year, the Employer shall contribute for each eligible Active Participant an amount equal to ___% (not less than 3% nor more than 15%) of such Active Participant’s Compensation.
			(2)	¨	The Employer may decide each Plan Year whether to amend the Plan by electing and completing (A) below to provide for a contribution on behalf of each eligible Active Participant in an amount equal to at least 3 percent of such Active Participant’s Compensation.
			Note: An Employer that has selected Subsection (a)(2) above must amend the Plan by electing (A) below and completing the Amendment Execution Page no later than 30 days prior to the end of each Plan Year for which safe harbor Nonelective Employer Contributions are being made.
	(A	)	¨	For the Plan Year beginning _____, the Employer shall contribute for each eligible Active Participant an amount equal to ___% (not less than 3% nor more than 15%) of such Active Participant’s Compensation.
Note: Safe harbor Nonelective Employer Contributions must be 100% vested when made and may only be distributed because of death, disability, separation from service, age 59½, or termination of the Plan without the establishment of a successor plan. In addition, each Plan Year, the Employer must provide written notice to all Active Participants of their rights and obligations under the Plan.
(b)	¨		Safe harbor Nonelective Employer Contributions shall not be made on behalf of Highly Compensated Employees.
(c)	¨		In conjunction with its election of the safe harbor described above, the Employer has elected to make Matching Employer Contributions under Subsection 1.10 that are intended to meet the requirements for deemed satisfaction of the “ACP” test with respect to Matching Employer Contributions.

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

38

ADDENDUM

Re: PROTECTED IN-SERVICE WITHDRAWALS

for

Plan Name:	The Nielsen Company Profit Sharing Retirement & 401(k) Plan_
(a)	Restrictions on In-Service Withdrawals of Amounts Held for Specified Period – The following restrictions apply to in-service withdrawals made in accordance with Subsection 1.18(d)(l)(A) (cannot include any mandatory suspension of contributions restriction):
(b)	Restrictions on In-Service Withdrawals Because of Participation in Plan for 60 or More Months – The following restrictions apply to in-service withdrawals made in accordance with Subsection 1.18(d)(l)(B) (cannot include any mandatory suspension of contributions restriction):

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

39

(c)	¨	Other In-Service Hardship Withdrawal Provisions – In-service hardship withdrawals are permitted from a Participant’s Deferral Contributions Account and the other sub-accounts specified below, subject to the conditions otherwise applicable to hardship withdrawals from a Participant’s Deferral Contributions Account:
(d)	¨	Other In-Service Withdrawal Provisions – In-service withdrawals from a Participant’s Accounts specified below shall be available to Participants who satisfy the requirements also specified below:
	(1)	¨	The following restrictions apply to a Participant’s Account following an in-service withdrawal made pursuant to (d) above (cannot include any mandatory suspension of contributions restriction):

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

40

ADDENDUM

Re: FORMS OF PAYMENT

for

Plan Name: The Nielsen Company Profit Sharing Retirement & 401(k) Plan
(a)	The following forms of annuity will continue to be offered under the Plan:
(b)	The forms of payment described in Section 1.19(b), (c) and/or (d) apply to the following class(es) of Participants: Note: Please indicate if different classes of Participants are subject to different forms of payment.
(c)	The following forms of payment were previously available under the Plan but will be eliminated as of the date specified in subsection (4) below (check the applicable (box(es) and complete (4)):
	(1)	¨	Installment Payments.
	(2)	þ	Annuities.
		(A)	þ	The normal form of payment under the Plan was a lump sum and all optional annuity forms of payment not listed under Section 1.19(c)(2)(A)(I) are eliminated. The eliminated forms of payment include the following: Life Annuity 50% Qualified Joint & Survivor Annuity
		(B)	¨	The normal form of payment under the Plan was a life annuity and all annuity forms of payment not listed under Section 1.19(c)(2)(B) are eliminated. (Complete (i) and (ii) and, if applicable, (iii).)
				(i)	The normal form for married Participants was a qualified joint and         % (at least 50%) survivor annuity. The normal form for unmarried Participants was a single life annuity, unless a different form is specified below:

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

41

		(ii)    The qualified preretirement survivor annuity provided to a Participant’s spouse was purchase with         % (at least 50%) of the Participant’s Account. (iii)  The other annuity form(s) of payment previously available under the Plan included the following:
(3)	¨	Other Non-Annuity Forms of Payment. All other non-annuity forms of payment that are not listed in Section 1.19(d) but that were previously available under the Plan are eliminated. The eliminated non-annuity forms of payment include the following:
(4)		The form(s) of payment described in this Subsection (c) will not be offered to Participants who have an Annuity Starting Date which occurs on or after 09/01/2001 (cannot be earlier than September 6, 2000). Notwithstanding the date entered above, the forms of payment described in this Subsection (c) will continue to be offered to Participants who have an Annuity Starting Date that occurs (1) within 90 days following the date the Employer provides affected Participants with a summary that satisfies the requirements of 29 CFR 2520.104b-3 and that notifies them of the elimination of the applicable fonn(s) of payment, but (2) no later than the first day of the second Plan Year following the Plan Year in which the amendment eliminating the applicable form(s) of payment is adopted.

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

42

ADDENDUM

Re: VESTING SCHEDULE

for

Plan Name: The Nielsen Company Profit Sharing Retirement & 401(k) Plan
	(a)	More Favorable Vesting Schedule
		(1)	The following vesting schedule applies to the class of Participants described in (a)(2) below:
		(2)	The vesting schedule specified in (a)(l) above applies to the following class of Participants:
	(b)	þ	Additional Vesting Schedule
		(1)	The following vesting schedule applies to the class of Participants described in (b)(2) below:
			Source: Non-Elective contribution
			Years of Service                                         Vesting Percent
			less than 1                                  100
		(2)	The vesting schedule specified in (b)(l) above applies to the following class of Participants:
			Active employees of Nielsen
	(c)	þ	Additional Vesting Schedule
		(1)	The following vesting schedule applies to the class of Participants described in (c)(2) below:

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

43

		Source: Non-Elective contribution
		Years of Service	Vesting Percent
		less than 2	0
		2	20
		3	30
		4	40
		5	60
		6	80
		7	100
	(3)	The vesting schedule specified in (c)(l) above applies to the following class of Participants:
		Nielsen employees who terminated prior to 1/1/04
(d)	þ	Additional Vesting Schedule
	(1)	The following vesting schedule applies to the class of Participants described in (d)(2) below:
		Source: Match
		Years of Service	Vesting Percent
		less than 2	0
		2	20
		3	40
		4	60
		5	80
		6	100
		7	100
	(2)	The vesting schedule specified in (d)(l) above applies to the following class of Participants:
		Nielsen employees who terminated prior to 1/1/04

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

44

(e)	þ	Additional Vesting Schedule
	(1)	The following vesting schedule applies to the class of Participants described in (e)(2) below:
		Source: Non-Elective contribution
		Years of Service	Vesting Percent
		less than 1	100
	(2)	The vesting schedule specified in (e)(l) above applies to the following class of Participants:
		Active employees of Litho
(f)	þ	Additional Vesting Schedule
	(1)	The following vesting schedule applies to the class of Participants described in (f)(2) below:
		Source: Non-Elective contribution
		Years of Service	Vesting Percent
		less than 1	0
		1	15
		2	30
		3	45
		4	60
		5	75
		6	90
		7	100
	(2)	The vesting schedule specified in (f)(l) above applies to the following class of Participants:
		Litho employees who terminated prior to 1/1/04

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

45

(g)	þ	Additional Vesting Schedule
	(1)	The following vesting schedule applies to the class of Participants described in (g)(2) below:
		Source: Match
		Years of Service	Vesting Percent
		less than 1	0
		1	15
		2	30
		3	45
		4	60
		5	80
		6	100
	(2)	The vesting schedule specified in (g)(l) above applies to the following class of Participants:
		Litho employees who terminated prior to 1/1/04

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

46

ADDENDUM

Re: POSTPONED DISTRIBUTIONS

for

Plan Name: The Nielsen Company Profit Sharing Retirement & 401(k) Plan_

Postponement of Certain Distributions to Eligible Participants – The types of distributions specified below to eligible Participants of their vested interests in their Accounts shall be postponed for the period also specified below:

Notwithstanding the foregoing, if the Employer selected an Early Retirement Age in Subsection 1.14(b) that is the later of an attained age or completion of a specified number of years of Vesting Service, any Participant who terminates employment on or after completing the required number of years of Vesting Service, but before attaining the required age shall be eligible to commence distribution of his vested interest in his Account upon attaining the required age.

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

47

ADDENDUM

Re: 415 CORRECTION

for

Plan Name: The Nielsen Company Profit Sharing Retirement & 401(k) Plan_

(a) Other Formula for Limiting Annual Additions to Meet 415 – If the Employer, or any employer required to be aggregated with the Employer under Code Section 415, maintains any other qualified defined contribution plans or any “welfare benefit fund”, “individual medical account”, or “simplified medical account”, annual additions to such plans shall be limited as follows to meet the requirements of Code Section 415:

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

48

ADDENDUM

Re: 416 CONTRIBUTION

for

Plan Name: The Nielsen Company Profit Sharing Retirement & 401(k) Plan_

(a) Other Method of Satisfying the Requirements of 416 – If the Employer, or any employer required to be aggregated with the Employer under Code Section 416, maintains any other qualified defined contribution or defined benefit plans, the minimum benefit requirements of Code Section 416 shall be satisfied as follows:

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

49

ADDENDUM TO ADOPTION AGREEMENT

FIDELITY BASIC PLAN DOCUMENT No. 12

RE: ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF 2001

(“EGTRRA”)

AMENDMENTS for

Plan Name: The Nielsen Company Profit Sharing Retirement & 401(k) Plan

Fidelity 5-digit Plan Number: 09746

PREAMBLE:

Adoption and Effective Date of Amendment. This amendment of the Plan is adopted to reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”). This amendment is intended as good faith compliance with the requirements of EGTRRA and is to be construed in accordance with EGTRRA and guidance issued thereunder. Except as otherwise provided below, this amendment shall be effective as of the first day of the first plan year beginning after December 31, 2001.

Supercession of Inconsistent Provisions. This amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this amendment.

(a) Catch-up Contributions. The Employer must select either (1) or (2) below to indicate whether eligible Participants age 50 or older by the end of a calendar year will be permitted to make catch-up contributions to the Plan, as described in Section 5.03(b)(l):

(1)    þ Catch-up contributions shall apply effective January 1, 2002, unless a later effective date is specified herein                                     .

(2)    ¨ Catch-up contributions shall not apply.

Note: The Employer must not select (a)(l) above unless all plans of all employers treated, with the Employer, as a single employer under subsections (b), (c), (m), or (o) of Code Section 414 also permit catch up contributions (except a plan maintained by the Employer that is qualified under Puerto Rico law), as provided in Code Section 414(v)(4) and IRS guidance issued thereunder. The effective date applicable to catch-up contributions must likewise be consistent among all plans described immediately above, to the extent required in Code Section 414(v)(4) and IRS guidance issued thereunder.

(b) Plan Limit on Elective Deferrals. This Section (b) is inapplicable if the Plan converted to this Fidelity document from any other document effective on or after April 1, 2002.

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

50

(1) Plans Permitting Catch-up Contributions. For Plans that have elected in (a)(l) above to permit catch-up contributions, the 60% Plan Limit described in Section 5.03(b)(2) shall apply beginning April 1, 2002 (or such later date as specified in (a)(1) above), unless a different Plan Limit is specified below:

¨ Deferral Contributions shall be limited to         % of a Participant’s eligible Compensation for the payroll period in question beginning April 1, 2002, unless a different effective date is specified herein                             .

Note: This Section (b)(l) only applies if the Employer selected (a)(l) above.

(2) Plans Not Permitting Catch-up Contributions. Complete the box below if your Plan does not permit catch-up contributions described in 5.03(b)(l) but you wish to amend your existing Plan limit under Section 1.07(a)(l) of your Adoption Agreement.

¨ The Employer shall make a Deferral Contribution in accordance with Section 5.03(a) on behalf of each Participant who has executed a salary reduction agreement in effect with the Employer for the payroll period in question, not to exceed         % of Compensation for that period, effective                             .

Note: For Limitation Years beginning prior to 2002, the percentage elected above must be less than 25% in order to satisfy the limitation on annual additions under Code Section 415 if other types of contributions are provided under the Plan.

(c) Matching Employer Contributions on Catch-up Contributions. The Employer must select the box below only if the Employer selected (a)(l) above, and the Employer wants to provide Matching Employer Contributions on catch-up contributions. In that event, the same rules that apply to Matching Employer Contributions on Deferral Contributions other than catch-up contributions will apply to Matching Employer Contributions on catch-up contributions.

¨ Notwithstanding anything in 2.01(1) to the contrary, Matching Employer Contributions under Section 1.10 shall apply to catch-up contributions described in Section 5.03(b)(1).

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

51

(d) Vesting of Matching Employer Contributions. Complete this section (d) only if the current vesting schedule for Matching Employer Contributions under the Plan must be amended to comply with EGTRRA. This is the case if, in the absence of an amendment, the vesting schedule for Matching Employer Contributions would not be at least as rapid as Three-Year Cliff or Six-Year Graded Vesting, effective for Participants with at least one Hour of Service on or after the first Plan Year beginning after December 31, 2001, subject to the rule described in (2) below. Complete (d)(1) to specify the new vesting schedule; any vesting schedule changes must conform to the requirements of Section 16.04 of the Plan. Only complete (d)(2) if your Plan is maintained pursuant to a collective bargaining agreement ratified by June 7, 2001. Complete (d)(3) if the Employer wants to apply the vesting schedule selected in (d)(l) to only the portion of a Participant’s accrued benefits derived from Matching Employer Contributions for Plan Years beginning after December 31, 2001.

(1) Vesting Schedule for Matching Employer Contributions. Unless the Employer checks the box in (d)(3) of this EGTRRA Amendments Addendum, the Vesting Schedule set forth below shall apply to all accrued benefits derived from Matching Employer Contributions for Participants who complete an Hour of Service under the Plan in a Plan Year beginning after December 31, 2001, regardless of the Plan Year for which such contributions are made, subject to the Employer’s election of a later effective date as indicated in (d)(2) below:

¨ 100% Vesting immediately

¨ 3-Year Cliff (see C below)

¨ 6-Year Graded (see E below)

¨ Other Vesting Schedule (complete G3 below, but must be at least as favorable as either C or E).

Applicable Vestin Schedule

Years of Vesting Service	C	E	G3
0	0%	0%	%
1	0%	0%	%
2	0%	20%	%
3	100%	40%	%
4	100%	60%	%
5	100%	80%	%
6 or more	100%	100%	%

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

52

	(2)	Delayed Effective Date for Plans Subject to Collective Bargaining. If the plan is maintained pursuant to one or more collective bargaining agreements ratified by June 7, 2001, the effective date for faster vesting of Matching Employer Contributions for Participants covered by such a collective bargaining agreement can be delayed by checking the box below and inserting the effective date, which is the first day of the first Plan Year beginning on or after the earlier of (i) January 1, 2006, or (ii) the later of the date on which the last of the collective bargaining agreement(s) described above terminates (without regard to any extension on or after June 7, 2001), or January 1, 2002.
		¨	The vesting schedule elected by the Employer in (d)(l) above shall apply to those Participants covered by a collective bargaining agreement(s) ratified by June 7, 2001 who have at least one Hour of Service on or after                                . Unless the Employer selects the box in (d)(3) below, the vesting schedule selected in (d)(l) above shall apply to the entire accrued benefit derived from Matching Employer Contributions of such Participants with an Hour of Service in a Plan Year beginning on or after the date specified herein. For all other Participants, the vesting schedule shall apply as of the date and in the manner described in (d)(l) and, where applicable, (d)(3).
	(3)	Grandfathered Application of Prior Vesting Schedule. The Employer must check the box below only if the Employer wants to grandfather an existing vesting schedule and apply the vesting schedule that the Employer selected in (d)(l) above to only that portion of a Participant’s accrued benefit derived from Matching Employer Contributions for Plan Years beginning after December 31, 2001, (and/or for Plan Years beginning on and after the date specified in (d)(2), for any Participants subject to (d)(2), if selected by the Employer).
		¨	The Vesting Schedule in (d)(l) above shall apply only to the portion of a Participant’s accrued benefits derived from Matching Employer Contributions under the Plan in a Plan Year beginning after December 31, 2001, or such later date applicable to the Participant if specified in (d)(2) above.
(e)	Rollovers of After-Tax Employee Contributions to the Plan. The Employer must mark the box below only if the Employer does not want the Plan to accept Participant Rollover Contributions of qualified plan after-tax employee contributions, as described in Section 5.06, which would otherwise be effective for distributions after December 31, 2001:
	¨	Participant Rollover Contributions or direct rollovers of qualified plan after-tax employee contributions shall not be accepted by the Plan.
(f)	Application of the Same Desk Rule. The Employer must mark the box below only if the Employer wants to discontinue the application of the same desk rule set forth in Section 12.01(a).

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

53

¨ Effective for distributions from the Plan after December 31, 2001, or such later date as specified herein                             , a Participant’s elective deferrals, qualified nonelective contributions and qualified matching contributions, if applicable, and earnings attributable to such amounts, shall be distributable upon a severance from employment as described in Section 12.01(b), effective only for severances occurring after                              (or, if no date is entered, regardless of when the severance occurred).

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

54

Amendment Execution

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this 11th day of December, 2003.

Employer:		The Nielsen Company	Employer:
By:	/s/    Illegible		By:
Title:	Plan Administrator		Title:

Accepted by: Fidelity Management Trust Company, as Trustee

By:	Date:
Title:

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

55

ADDENDUM

Re: Economic Growth and Tax Relief Reconciliation Act of 2001

(“EGTRRA”)

Amendments for Fidelity Basic Plan Document No. 12

PREAMBLE

Adoption and Effective Date of Amendment. This amendment of the Plan is adopted to reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”). This amendment is intended as good faith compliance with the requirements of EGTRRA and is to be construed in accordance with EGTRRA and guidance issued thereunder. Except as otherwise provided below, this amendment shall be effective as of the first day of the first plan year beginning after December 31, 2001.

Supercession of Inconsistent Provisions. This amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this amendment.

1.	Section 2.01(j), “Compensation,” is hereby amended by adding the following paragraph to the end thereof:
		Notwithstanding anything herein to the contrary, the annual Compensation of each Participant taken into account in determining allocations for any Plan Year beginning after December 31, 2001, shall not exceed $200,000, as adjusted for cost-of-living increases in accordance with Code Section 401(a)(17)(B). Annual Compensation means Compensation during the Plan Year or such other consecutive 12-month period over which Compensation is otherwise determined under the Plan (the determination period). The cost-of-living adjustment in effect for a calendar year applies to annual Compensation for the determination period that begins with or within such calendar year.
2.	Section 2.01(1), “Deferral Contribution,” is hereby amended by replacing the period with a semicolon and adding the following to the end thereof:
		provided, however, that the term “Deferral Contribution” shall exclude all catch-up contributions as described in Section 5.03(b)(1) for purposes of Matching Employer Contributions as described in Section 1.10 of the Adoption Agreement, unless otherwise elected by the Employer in Section (c) of the EGTRRA Amendments Addendum to the Adoption Agreement.

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

56

3. Section 2.01(uu) “Rollover Contribution” is hereby amended as follows:

“Rollover Contribution” means any distribution from an eligible retirement plan as defined in Section 5.06 that an Employee elects to contribute to the Plan in accordance with the terms of such Section 5.06.

4. The existing text of Section 5.03 is hereby redesignated as Section 5.03(a), and a new Section 5.03(b) is hereby added to read as follows:

(b) Catch-up Contributions.

(1) If elected by the Employer in Section (a) of the EGTRRA Amendments Addendum to the Adoption Agreement, all Participants who are eligible to make Deferral Contributions under the Plan and who are projected to attain age 50 before the close of the calendar year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Code Section 414(v). Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Code Sections 402(g) and 415. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code Sections 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.

(2) Unless otherwise elected by the Employer in Section (b)(l) of the EGTRRA Amendments Addendum to the Adoption Agreement, if the Plan permits catch-up contributions, as described in paragraph (1) above on April 1, 2002 (or such later date as specified therein), then, notwithstanding anything herein to the contrary, effective April 1, 2002, the limit on Deferral Contributions, as otherwise provided in Section 1.07(a)(1) (the “Plan Limit”) shall be 60% of Compensation for the payroll period in question, provided, however, that this Section 5.03(b)(2) shall be inapplicable if the Plan’s Section 1.01(g)(2) Amendment Effective Date is after April 1, 2002.

(3) In the event that the Plan Limit is changed during the Plan Year, for purposes of determining catch-up contribution for the Plan Year, as described in paragraph (1) above, the Plan Limit shall be determined pursuant to the time-weighted average method described in Proposed Income Tax Regulation Section 1.414(v)-l(b)(2)(i).

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

57

5. Section 5.06 is hereby amended to add the following paragraph to the end thereof:

Unless otherwise elected by the Employer in Section (e) of the EGTRRA Amendments Addendum to the Adoption Agreement, the Plan will accept Participant Rollover Contributions and/or direct rollovers of distributions made after December 31, 2001 (including Rollover Contributions received by the Participant as a surviving spouse, or a spouse or former spouse who is an alternate payee under a qualified domestic relations order), from the following types of plans:

(a) a qualified plan described in Code Sections 401(a) or 403(a), including after-tax employee contributions (provided, however, that any such after-tax employee contributions must be contributed in a direct rollover);

(b) an annuity contract described in Code Section 403(b), excluding after-tax employee contributions;

(c) an eligible plan under Code Section 457(b) that 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

(d) Participant Rollover Contributions of the portion of a distribution from an individual retirement account or annuity described in Code Section 408(a) or 408(b) that is eligible to be rolled over and would otherwise be includible in gross income, provided, however, that the Plan will in no event accept a rollover contribution consisting of nondeductible individual retirement account or annuity contributions.

6. The first paragraph of Section 6.02 is hereby amended by replacing the first sentence thereof with the following:

In no event shall the amount of Deferral Contributions made under the Plan for a calendar year, when aggregated with the ‘elective deferrals’ made under any other plan maintained by the Employer or a Related Employer, exceed the dollar limitation contained in Code Section 402(g) in effect at the beginning of such calendar year, except to the extent permitted under Section 5.03(b)(l) and Code Section 414(v), if applicable.

7. Section 6.08 is hereby amended by adding the following sentence to the end thereof:

Notwithstanding anything herein to the contrary, the multiple use test described in Treasury Regulation Section 1.401(m)-2 and this Section 6.08 shall not apply for Plan Years beginning after December 31,2001.

8. Section 6.12 is hereby amended by adding a new subsection 6.12(e) thereto as follows:

(e) Maximum Annual Additions for Limitation Years Beginning After December 31, 2001. Notwithstanding anything herein to the contrary, this subsection (e) shall be effective for Limitation Years beginning after December 31, 2001. Except to the

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

58

extent permitted under Section 5.03(b)(1) and Code Section 414(v), if applicable, the “annual additions” that may be contributed or allocated to a Participant’s Account under the Plan for any Limitation Year shall not exceed the lesser of:

(1) $40,000, as adjusted for increases in the cost-of-living under Code Section 415(d), or

(2) 100 percent of the Participant’s compensation, within the meaning of Code Section 415(c)(3), for the Limitation Year.

The compensation limit referred to in (2) shall not apply to any contribution for medical benefits after separation from service (within the meaning of Code Sections 401(h) or 419A(f)(2)) that is otherwise treated as an “annual addition.”

9. Section 9.04 is hereby amended by replacing the period with a semi-colon and adding the following to the end thereof:

provided, however, that notwithstanding anything herein to the contrary, effective for Plan loans made after December 31, 2001, Plan provisions prohibiting loans to any “owner-employee” or “shareholder-employee” shall cease to apply.

10. Section 10.05(b)(2) is hereby amended by replacing the semicolon with a period and adding the following to the end thereof:

Notwithstanding anything herein to the contrary, the rule in this Section 10.05(b)(2) shall be applied to a Participant who receives a distribution after December 31, 2001 on account of hardship, by substituting the phrase “the 6-month period” for the phrase “the 12-month period.”

11. Section 10.05(b)(4) is hereby amended by adding the following phrase to the beginning thereof:

Effective for calendar years beginning before January 1, 2002, for a Participant who received a hardship distribution before January 1, 2001,

12. The existing text of Section 11.05 is hereby redesignated as Section 11.05(a) in its entirety, and a new Section 11.05(b) is hereby added to read as follows:

(b) Vesting of Matching Employer Contributions. Notwithstanding anything herein to the contrary, the vesting schedule elected by the Employer in Section (d)(l) of the EGTRRA Amendments Addendum to the Adoption Agreement shall apply to all accrued benefits derived from Matching Employer Contributions for Participants who complete an Hour of Service in a Plan Year beginning after December 31, 2001, except as otherwise elected by the Employer in Section (d)(2) or Section (d)(3) of the EGTRRA Amendments Addendum to the Adoption Agreement. With respect to Participants covered by a collective bargaining agreement, the vesting schedule elected in Section (d)(1) of the EGTRRA Amendments Addendum to the Adoption Agreement shall take effect on a later date if so elected in Section (d)(2). If so elected in Section (d)(3) of the EGTRRA Amendments to the Adoption Agreement, the vesting schedule elected in Section (d)(l) shall apply only to the accrued benefits derived from Matching Employer Contributions made with respect to Plan Years

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

59

beginning after December 31, 2001 (or such later date as may be provided in Section (d)(2) for Participants covered by a collective bargaining agreement).

13. The existing text of Section 12.01 is hereby redesignated as Section 12.01(a), current subsections (a), (b), and (c) thereof are redesignated as paragraphs (1), (2), and (3), respectively, and the first sentence thereof is replaced with the following:

Subject to the application of Section 12.01(b), a Participant, or his Beneficiary, may not receive a distribution from his Deferral Contributions, Qualified Nonelective Employer Contributions, Qualified Matching Employer Contributions, safe harbor Matching Employer Contributions or safe harbor Nonelective Employer Contributions Accounts earlier than upon the Participant’s separation from service with the Employer and all Related Employers, death, or disability, except as otherwise provided in Article 10 or Section 12.04.

14. Section 12.01 is hereby amended by adding a new subsection (b) to the end thereof:

(b) If elected by the Employer in Section (f) of the EGTRRA Amendments Addendum to the Adoption Agreement, notwithstanding subsection (a) of this Section 12.01, a Participant, or his Beneficiary, may receive a distribution after December 31, 2001 (or such later date as specified therein) from his Deferral Contributions, Qualified Nonelective Employer Contributions, Qualified Matching Employer Contributions, safe harbor Matching Employer Contributions or safe harbor Nonelective Employer Contributions Accounts on account of the Participant’s severance from employment occurring after the dates specified in Section (f) of the EGTRRA Amendments Addendum to the Adoption Agreement.

15. Section 13.04 is hereby amended by adding the following paragraph to the end thereof:

Notwithstanding anything herein to the contrary, the following provisions shall apply to distributions made after December 31, 2001.

(i) Modification of definition of eligible retirement plan. For purposes of this Section 13.04, an “eligible retirement plan” shall also mean an annuity contract described in Code Section 403(b) and an eligible deferred compensation plan under Code Section 457(b) that 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. The definition of “eligible retirement plan” shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p).

(ii) Modification of definition of eligible rollover distribution to exclude hardship distributions. For purposes of this Section 13.04, any amount that is distributed on account of hardship shall not be an “eligible rollover distribution” and the “distributee” may not elect to have any portion of such a distribution paid directly to an “eligible retirement plan.”

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

60

(iii) Modification of definition of eligible rollover distribution to include after-tax Employee Contributions. For purposes of this Section 13.04, a portion of a distribution shall not fail to be an “eligible rollover distribution” merely because the portion consists of after-tax Employee Contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Code Section 408(a) or (b), or to a qualified defined contribution plan described in Code Section 401 (a) or 403(a) that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.

16. Article 15 is hereby amended by adding a new Section 15.08 at the end thereof as follows:

15.08. Modification of Top-Heavy Provisions. Notwithstanding anything herein to the contrary, this Section 15.08 shall apply for purposes of determining whether the Plan is a top-heavy plan under Code Section 416(g) for Plan Years beginning after December 31, 2001, and whether the Plan satisfies the minimum benefits requirements of Code Section 416(c) for such years. This Section modifies the rules in this Article 15 of the Plan for Plan Years beginning after December 31, 2001.

(a) Determination of top-heavy status.

(1) 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 $130,000 (as adjusted under Code Section 416(i)(l) for Plan Years beginning after December 31, 2002), 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 Section 415(c)(3). The determination of who is a key employee will be made in accordance with Code Section 416(i)(l) and the applicable regulations and other guidance of general applicability issued thereunder.

(2) Determination of present values and amounts. This Section 15.08(a)(2) shall apply for purposes of determining the present values of accrued benefits and the amounts of account balances of Employees as of the determination date.

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

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(A) Distributions during year ending on 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 1-year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Code Section 416(g)(2)(A)(i). In the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting the phrase “5-year period” for the phrase “ 1-year period.”

(B) Employees not performing services during year ending on the determination date. 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.

(b) Minimum benefits.

(1) Matching contributions. Matching Employer Contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of Code Section 416(c)(2) and the Plan. The preceding sentence shall apply with respect to Matching Employer Contributions under the Plan or, if the Plan provides that the minimum contribution requirement shall be met in another plan, such other plan. Matching Employer 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 Section 401(m).

(2) Contributions under other clans. The Employer may provide in the Adoption Agreement that the minimum benefit requirement shall be met in another plan (including another plan that consists solely of a cash or deferred arrangement which meets the requirements of Code Section 401(k)(12) and matching contributions with respect to which the requirements of Code Section 401(m)(11) are met).

(c) Other Modifications. The top-heavy requirements of Code Section 416 and this Article 15 shall not apply in any year beginning after December 31, 2001, in which the Plan consists solely of a cash or deferred arrangement which meets the requirements of Code Section 401(k)(12) and Matching Employer Contributions with respect to which the requirements of Code Section 401(m)(11) are met.

FIIS Prototype Plan Number: 09746	Non-Std PS Plan 9/15/03
©2003 FMR Corp. All Rights reserved.

62

1.02	EMPLOYER
	(a)	Employer Name:            The Nielsen Company
		Address:
		7405 Industrial Rd.
		Florence, KY 41042
		Contact’s Name:
		Tracie Tillery
		Telephone Number: (800) 877-7405
		(1)	Employer’s Tax Identification Number: 31-0415860
		(2)	Employer’s fiscal year end: 12/31
		(3)	Dates business commenced: 01/01/1924
	(b)	The term “Employer” includes the following Related Employer(s) (as defined in Subsection 2.01(ss)) (list each participating Related Employer and its Employer Tax Identification Number):
		Moore Wallace North America                        16-0331690 Incorporated

1.04	COVERAGE
	All Employees who meet the conditions specified below shall be eligible to participate in the Plan:
	(a)	Age Requirement (check one):
		(1)	þ	no age requirement
		(2)	¨	must have attained age: (not to exceed 21).
	(b)	Eligibility Service Requirement
		(1)	Eligibility to Participate in Plan (check one):
			(A)	þ	no Eligibility Service requirement.
			(B)	¨	(not to exceed 11) months of Eligibility Service requirement (no minimum number Hours of Service can be required).
			(C)	¨	one year of Eligibility Service requirement (at least 1,000 Hours of Service are required during the Eligibility Computation Period).
			(D)	¨	two years of Eligibility Service requirement (at least 1,000 Hours of Service are required during each Eligibility Computation Period). (Do not select if Option 1.01(b)(1), 401(k) Only, is checked, unless a different Eligibility Service requirement applies to Deferral Contributions under Option 1.04(b)(2).)
				Note: If the Employer selects the two year Eligibility Service requirement, then contributions subject to such Eligibility Service requirement must be 100% vested when made.
		(2)	þ	Special Eligibility Service requirement for Deferral Contributions and/or Matching Employer Contributions:
			(A)	The special Eligibility Service requirement applies to (check the appropriate box(es)):
				(i)	¨    Deferral Contributions.
				(ii)	þ    Matching Employer Contributions.
			(B)	The special Eligibility Service requirement is: (C) (Fill in (A), (B), or (C) from Subsection 1.04(b)(1) above).

FIIS Prototype Plan Number: 09746		Non-Std Plan 9/15/03
	© 2003 FMR Corp. All Rights Reserved

                2

(c)	Eligible Class of Employees (check one):
	Note: The Plan may not cover employees who are residents of Puerto Rico. These employees are automatically excluded from the eligible class, regardless of the Employer’s selection under this Section 1.04(c).
(1)	¨	includes all Employees of the Employer.
(2)	þ	includes all Employees of the Employer except for (check the appropriate box(es)):
	(A)	þ	employees covered by a collective bargaining agreement.
	(B)	¨	Highly Compensated Employees as defined in Code Section 414(q).
	(C)	þ	Leased Employees as defined in Subsection 2.01(dd).
	(D)	¨	nonresident aliens who do not receive any earned income from the Employer which constitutes United States source income.
	(E)	þ	other: 1. Independent contractors and 2. All employees of Moore Wallace North America Incorporated, except for (I) those employees who were employed at a facility or location that was formerly owned or operated by Litho Industries Inc. (“Litho Facility”) prior to February 27, 2004 and (II) employees of Moore Wallace North America Incorporated who are first hired following February 27, 2004 to work in a Litho Facility (all references in the Plan to Litho employees shall continue to apply the employees described in (I) and (II) above.
		Note: The Employer should exercise caution when excluding employees from participation in the Plan. Exclusion of employees may adversely affect the Plan’s satisfaction of the minimum coverage requirements, as provided in Code Section 410(b).

FIIS Prototype Plan Number: 09746		Non-Std Plan 9/15/03
	© 2003 FMR Corp. All Rights Reserved

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(d)	The Entry Dates shall be (check one):
	(1)	þ	immediate upon meeting the eligibility requirements specified in Subsections 1.04(a), (b), and (c).
	(2)	¨	the first day of each Plan Year and the first day of the seventh month of each Plan Year.
	(3)	¨	the first day of each Plan Year and the first day of the fourth, seventh, and tenth months of each Plan Year.
	(4)	¨	the first day of each month.
	(5)	¨	the first day of each Plan Year (Do not select if there is an Eligibility Service requirement of more than six months in Subsection 1.04(b) or if there is an age requirement of more than 201/2in Subsection 1.04(a).)
(e)	¨	Special Entry Date(s) - In addition to the Entry Dates specified in Subsection 1.04(d) above, the following special Entry Date(s) apply for Deferral and/or Matching Employer Contributions. (Special Entry Dates may only be selected if Option 1.04(b)(2), special Eligibility Service requirement, is checked. The same Entry Dates must be selected for contributions that are subject to the same Eligibility Service requirements.)
	(1)	The special Entry Date(s) shall apply to (check the appropriate box(es)):
		(A)	¨    Deferral Contributions.
		(B)	¨    Matching Employer Contributions.
	(2)	The special Entry Date(s) shall be:                  (Fill in (1), (2), (3), (4), or (5) from Subsection 1.04(d) above).

FIIS Prototype Plan Number: 09746		Non-Std Plan 9/15/03
	© 2003 FMR Corp. All Rights Reserved

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(f)	Date of Initial Participation - An Employee shall become a Participant unless excluded by Subsection 1.04(c) above on the Entry Date immediately following the date the Employee completes the service and age requirement(s) in Subsections 1.04(a) (b), if any, except (check one):
	(1)	þ	no exceptions.
	(2)	¨	Employees employed on the Effective Date in Subsection 1.01(g)(1) or (2) shall become Participants on that date.
	(3)	¨	Employees who meet the age and service requirement(s) of Subsections 1.04(a) and (b) on the Effective Date in Subsection 1.01(g)(1) or (2) shall become Participants on that date.

FIIS Prototype Plan Number: 09746		Non-Std Plan 9/15/03
	© 2003 FMR Corp. All Rights Reserved

            5

AMENDMENT EXECUTION PAGE

This page is to be completed in the event the Employer modifies any prior election(s) or makes a new election(s) in this Adoption Agreement. Attach the amended page(s) of the Adoption Agreement to this execution page.

The following section(s) of the Plan are hereby amended effective as of the date(s) set forth below:

Section Amended	Page	Effective Date
1.02		02/27/2004
1.04		02/27/2004

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this 27 day of Feb, 2004.

Employer:	/s/    Illegible	Employer:
By:	Moore Wallace	By:
Title:	VP Benefits	Title:

Accepted by:
Fidelity Management Trust Company, as Trustee
By:	Date:
Title:

FIIS Prototype Plan Number: 09746		Non-Std Plan 9/15/03
	© 2003 FMR Corp. All Rights Reserved

            6

EX-4.6

Exhibit 4.6

Moore Corporation Limited

Employee Stock Purchase Plan

July, 2001

Moore Corporation Limited
Employee Stock Purchase Plan
July, 2001	i

Table of Contents

Article 1    ,	INTRODUCTION	1
Article 2    ,	DEFINITIONS	1
Article 3    ,	PARTICIPATION AND ENROLLMENT	6
Article 4    ,	PARTICIPANT CONTRIBUTIONS	7
Article 5    ,	VOTING OF SHARES	8
Article 6    ,	PARTICIPANT PLAN ARRANGEMENT	8
Article 7    ,	PARTICIPANT ACCOUNTS	8
Article 8    ,	WITHDRAWAL PRIVILEGES	9
Article 9    ,	TERMINATION OF EMPLOYMENT	10
Article 10    ,	PAYMENTS	11
Article 11    ,	ADMINISTRATION	11
Article 12    ,	AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION	13
Article 13    ,	GENERAL PROVISIONS	15

Moore Corporation Limited
Employee Stock Purchase Plan
July, 2001	Page 1

Article 1, Introduction

The Moore Corporation Limited Employee Stock Purchase Plan has been established effective July 2001. This Plan will allow all permanent employees of Moore Corporation Limited and it subsidiaries who are resident Canadians to purchase common shares of Moore Corporation Limited in accordance with the terms hereof.

Article 2, Definitions

In this Plan, the following words and phrases shall, unless otherwise indicated, have the following meanings:

2.01 “Applicable Tax Legislation” means tax legislation as defined under the Income Tax Act (Canada) and any applicable provincial income tax act, as amended from time to time, together with any relevant regulations and application rules made thereunder from time to time.

2.02 “Appropriate Form” means the form provided or prescribed by the Corporation for a particular purpose.

2.03 “Approved Absence” means

(a) any period of absence not in excess of one year during which an Employee absents himself from work with the approval or at the direction of the Employer, including but not restricted to absence on account of sickness, accident, disability, maternity or parenting; provided such Employee returns to work for the Employer at such time as the Employer may reasonably require; and

Moore Corporation Limited
Employee Stock Purchase Plan
July, 2001	Page 2

(b) any period of absence during which the Employee was in military service with the Canadian armed forces if he is re-employed within 90 days following termination of such military service.

During an Approved Absence the Employee will be regarded as being in the Service of the Employer.

2.04 “Associated Company” means any company that is designated by the Corporation as an Associated Company.

2.05 “Beneficiary” shall mean a person last designated by a Participant in accordance with Article 13.09 of the Plan.

2.06 “Benefits Department” means the Benefits Department of the Corporation located at 6100 Vipond Drive, Mississauga, ON L5T 2X1 CA, Attention: Joan Yeates.

2.07 “Board of Directors” means the Board of Directors of the Corporation.

2.08 “Corporation” means Moore Corporation Limited and includes any successor thereto, provided that reference to any action to be taken, approval to be given or power or discretion to be exercised by the Corporation shall refer to the Board of Directors or any officer or employee of the Corporation duly authorized by the Board of Directors in that behalf.

2.08 “Covered Earnings” shall mean the total annual compensation paid to an Employee for Service with the Employer and shall include basic salary, basic wages, overtime, shift differentials, commissions and bonuses.

2.09 “Direction” shall have the meaning ascribed to it in Section 8.01 hereof.

2.10 “Disability” shall mean a state of incapacity that is deemed to commence

Moore Corporation Limited
Employee Stock Purchase Plan
July, 2001	Page 3

(a) for an Employee who is a member of the Employer’s long term disability plan, on the date that he qualifies for a disability benefit from the long term disability plan.

(b) for an Employee who is not a member of the Employer’s long term disability plan, on the date seven months after he becomes disabled and has been certified by medical documentation acceptable to the Employer as being unable to perform services of the nature usually performed by him for the Employer during the six months preceding his claim of disability.

2.11 “Effective Date” shall mean July 1, 2001.

2.12 “Eligible Employee” shall mean a permanent Employee who is actively employed by the Employer and is a Canadian resident.

2.13 “Employee” means any person who is actively rendering services to the Employer or with the Employer and one or more Associated Companies, on a permanent Full-Time Basis and who receives Covered Earnings from the Employer. The term Employee shall not include any person hired on a temporary, consultant or contract basis.

2.14 “Employer” means the Corporation and includes:

(a) any Predecessor Company;

(b) any Associated Company which adopts the Plan after the Effective Date and any successor thereto; and

(c) any wholly-owned subsidiary of the Corporation whose employees have been designated by the Board of Directors as eligible to participate in the Plan including, without limitation, Logidec, effective July 1, 1997.

Moore Corporation Limited
Employee Stock Purchase Plan
July, 2001	Page 4

2.15 “Full-time Basis” means employment that customarily entails service to the Employer of more than 20 hours per week.

2.16 “Initial Pay Date” shall mean the first pay date on which participation of the Participant in the Plan is to begin.

2.17 “Market Price” means the aggregate weighted average price at which common shares of the Corporation are purchased or sold by the Trustee on the open market in any given Trading Period.

2.18 “Participant” means an Eligible Employee who elects to participate in the Plan in accordance with Article 3.

2.19 “Participant Accounts” means the separate accounts maintained for a Participant in respect of the Trust Funds to which Participant Contributions are made and which are invested in accordance with Article 6.

2.20 “Participant Contributions” means the total of the contributions made by a Participant as described in Article 4.

2.22 “Plan” means the Moore Corporation Limited Employee Stock Purchase Plan, as amended from time to time.

2.23 “Plan Year” means the calendar year.

2.20 “Predecessor Company” means any company, all or a substantial part of whose business and assets have been acquired by the Corporation, and any company which has been amalgamated with the Corporation.

Moore Corporation Limited
Employee Stock Purchase Plan
July, 2001	Page 5

2.21 “Service” means the period of employment as an Employee of the Employer (commencing, in the case of an Employer referred to in Section 2.14 (c), on the effective date of the designation) prior to retirement. Service must be continuous and without interruption, other than for an Approved Absence as provided in Section 2.03.

In the case of (i) any employee of a company which becomes a Predecessor Company after the Effective Date; or (ii) any employee of a company that is designated an Associated Company after the Effective Date, the period of employment of such employee with such company shall not be included in the definition of Service except to the extent and for the purposes as may be determined by the Corporation, in its sole discretion.

In the case of any employee of a company that became a Predecessor Company prior to the Effective Date, the period of employment of such employee with such company shall be included in the definition of Service.

2.21 “Subsequent Pay Date” shall have the meaning ascribed to it in Section 4.02 hereof.

2.22 “Trading Day” means any day on which the common shares of the Corporation may be purchased and sold on the Toronto Stock Exchange.

2.23 “Trading Period” means the period which consists of three consecutive Trading Days commencing forty-eight (48) hours after the receipt by the Trustee of all Participant Contributions for any given pay period.

2.24 “Trust Agreement” means the agreement or agreements between the Corporation and a Trustee in connection with the Plan.

2.25 “Trust Company” means a trust company authorized to do business in Canada.

Moore Corporation Limited
Employee Stock Purchase Plan
July, 2001	Page 6

2.26 “Trustee” means a Trust Company or Companies selected by the Corporation to hold the Trust Funds pursuant to the Trust Agreement.

2.27 “Trust Fund” shall mean one or more of the trust funds established to receive the contributions under the Plan as provided in Article 12.

2.28 “Valuation Date” shall mean any date on which the Participant’s accounts are valued in accordance with Article 8.04.

For purposes of the Plan, words in the masculine gender will also include the feminine gender, unless clearly indicated otherwise; words in the singular may include the plural or the plural may include the singular.

Article 3, Participation and Enrolment

3.01 Only Eligible Employees may become Participants.

3.02 In order to become a Participant, an Eligible Employee must complete and file with the Benefits Department, at least ten (10) days prior to the Initial Pay Date, the Appropriate Form and such other authorizations and designations as may be specified by the Employer.

3.03 For the purposes of this Plan and subject to the compliance of the Eligible Employee with this Article 3, an Eligible Employee shall be deemed to become a Participant upon the Initial Pay Date.

3.04 The participation of any Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Participant any rights or privileges other than those rights and privileges expressly provided in the Plan. In particular, participation in the Plan does not constitute a condition of employment nor a commitment on the part of the Corporation to ensure the continued employment of such Participant. The Plan does not

Moore Corporation Limited
Employee Stock Purchase Plan
July, 2001	Page 7

provide any guarantee against any loss that may result from fluctuations in the market value of the common shares of the Corporation. The Corporation does not assume responsibility for the income or other tax consequences for the Participants and they are advised to consult with their own tax advisors.

Article 4, Participant Contributions

Basic Contribution

4.01 A Participant may contribute to the Plan, at his discretion, an amount not less than $10.00 per month, stated in equal amounts per pay period.

Changes in Contribution Rate

4.02 A Participant may vary his contribution rate or suspend or reinstate his contribution at any time, effective the next pay date (the “Subsequent Pay Date”) by filing the Appropriate Form with the Benefits Department at least ten (10) days prior to the Subsequent Pay Date.

Administration

4.03 All Participant Contributions shall be made [solely] through payroll deduction.

4.04 Participant Contributions will be automatically suspended when a Participant stops receiving Covered Earnings through the regular payroll and shall resume immediately upon resumption of payment of Covered Earnings through the regular payroll. For greater certainty, Participant Contributions are not permitted after the termination of the Participant’s employment for any reason including, but not limited to, due to the Participant’s Disability.

Moore Corporation Limited
Employee Stock Purchase Plan
July, 2001	Page 8

Article 5, Voting of Shares

The Participant shall have the right to vote the common shares of the Corporation held in his Participant Account in the Plan. Proxy information will be sent to the Participant by the Trustee at the address of the Participant specified on the books and records of the Corporation.

Article 6, Participant Plan Arrangement

6.01 Subject to conditions stated herein, all Participant Contributions shall be paid to the Trust Fund for the purchase of common shares of the Corporation.

6.02 Any income arising from dividends earned through investment in the common shares of the Corporation will be used to purchase additional common shares of the Corporation.

Article 7, Participant Accounts

Set-up of Accounts

7.01 A separate Participant Account shall be established with respect to the Trust Fund for each Participant in connection with which purchases of common shares of the Corporation by individual Participants shall be credited.

Allocation of Income

7.02 All income received, capital gains made and capital losses sustained by each Trust Fund during a given Plan Year shall be allocated on a pro rata basis to the appropriate Participant Account(s) either during such Plan Year or within ninety (90) days after the end of such Plan Year.

Moore Corporation Limited
Employee Stock Purchase Plan
July, 2001	Page 9

Valuation of Accounts Established for Moore Corporation Stock Fund

7.03 Common shares of the Corporation will be purchased during the Trading Period. A pro rata number of such shares, including fractions thereof, will then be allocated to individual Participant Accounts based on the Market Price thereof and the corresponding dollar amounts credited or charged to such Participant Accounts as a result of the applicable Participant Contributions for that pay period.

7.04 Brokerage fees and commissions for the purchase of shares in connection with Article 7.03 hereof will be paid by the Corporation.

7.05 The dollar value of a given Participant Account on any date shall be equal to the then current market value of the common shares of the Corporation multiplied by the number of shares held in such Participant Account, plus or minus the amounts credited or charged to such Participant Account but not yet used to purchase or sell common shares of the Corporation.

Article 8, Withdrawal Privileges

8.01 A Participant may withdraw some or all of the value of his Participant Contributions at any time during his employment with the Employer by providing a direction to the Trustee at least ten (10) days prior to the Subsequent Pay Date to (i) sell the desired amount of common shares of the Corporation held in such Participant’s Account; and (ii) pay the proceeds of such sale to the Participant subject to any deductions required further to Section 8.03 below (each, a “Direction”). Alternatively, a Participant may request a certificate representing any whole number of common shares of the Corporation contained in his Participant Account up to the total whole number of common shares contained in such Participant Account.

8.02 The Trustee shall dispose of the number of common shares of the Corporation specified by the Direction on the open market during the Trading Period corresponding to the pay period

Moore Corporation Limited
Employee Stock Purchase Plan
July, 2001	Page 10

in which the Direction was provided. The proceeds of such disposition shall then be allocated to the applicable Participant Account based upon the Market Price thereof.

8.03 The Participant shall be responsible for all costs including brokerage fees and commissions related to the sale contemplated by Section 8.01 above, with such costs being deducted from the proceeds of such sale prior to distribution to the Participant.

Valuation

8.04 The Valuation Date for purposes of this Article 8 shall be coincident with the day on which the Participant elects distribution of his Participant Account.

Article 9, Termination of Employment

9.01 When a Participant’s employment with the Employer is terminated, either voluntarily or involuntarily, for any reason including, but not limited to, due to retirement or Disability, except as set forth in Section 9.02 below, the Participant may elect to continue participation in the Plan and continue to receive quarterly Participant reports on his Participant Account. However, such terminated Employee shall not be able to make any further contributions to the Plan as a Participant.

9.02 Notwithstanding the above, where the Participant’s termination of employment is due to death, distribution of the account will be made to the Participant’s designated Beneficiary or his estate.

Moore Corporation Limited
Employee Stock Purchase Plan
July, 2001	Page 11

Article 10, Payments

Cash

10.01 Subject to Section 8.03, all amounts distributable pursuant to Article 8, shall be available in cash or in specie as soon as practicable after the Valuation Date specified in Section 8.04 and in any case, within sixty (60) days of such Valuation Date.

Incapacity

10.02 Upon receipt by the Employer of notice or evidence of legal proceedings establishing the incapacity of a Participant to receive or acknowledge receipt of any distribution, the Employer may make any required distribution available only to the duly appointed legal representative or other named Beneficiary of the Participant.

Identity of Proper Payee

10.03 The determination by the Employer, in accordance with guidelines set forth by the Trustee, as to the identity of the proper payee for any payment and the amount properly payable shall be conclusive, and payment in accordance with such determination shall constitute a complete discharge of all obligations of the Employer on account thereof.

Article 11, Administration

Plan

11.01 The Corporation shall be responsible for administration of the Plan consistent with its mandate and rules and regulations from time to time. The Corporation may delegate to third parties any part of the administration of the Plan as it may deem advisable. The Corporation may employ such legal, actuarial, medical, accounting, clerical and other assistance as it may require in carrying out the provisions of the Plan.

Moore Corporation Limited
Employee Stock Purchase Plan
July, 2001	Page 12

11.02 Except as otherwise expressly provided, the Corporation shall have the exclusive right to interpret the Plan and to decide any matter arising thereunder in connection with the administration of the Plan. All decisions of the Corporation shall be conclusive and binding upon Participants and all other persons having any interest in the Plan.

11.03 The directors and officers of the Corporation shall be entitled to rely upon (i) any table, valuations, computations, estimates, certificates and reports furnished by the actuary; (ii) any opinions furnished by legal counsel; (iii) any certificates and reports furnished by accountants; and (iv) any reports furnished by the Trustee. The directors and officers of the Corporation shall be fully protected and shall not be liable in any manner whatsoever for anything done or action taken or suffered in reliance upon any actuary, accountant, Trustee or counsel.

11.04 The Corporation may require satisfactory proof of age or of any other matter under the Plan from or with respect to any Employee, Participant or Beneficiary and no such person shall acquire any rights or be entitled to receive any benefits under the Plan until such proof shall be furnished as so required.

11.05 Neither any officer or director of the Corporation nor any of its Employees shall be liable to any other Employee, Participant, Beneficiary or other person whatsoever respecting the operation or administration of the Plan except in circumstances of fraud or bad faith.

11.06 The Corporation shall provide each Participant with a written explanation of the terms of the Plan and any applicable amendments thereto together with an explanation of the rights and duties of the Participant with reference to the benefits available under the terms of the Plan.

Moore Corporation Limited
Employee Stock Purchase Plan
July, 2001	Page 13

Trust Funds

11.07 The Corporation shall establish the Trust Funds for the Plan.

11.08 All Participant Contributions shall be paid into the appropriate Trust Fund as provided in Article 6 and Article 7.

11.09 The Trust Funds shall be administered by the Trustee in accordance with the terms of the Trust Agreement.

11.10 Subject to Section 11.12, all funds under the Plan shall be held in the Trust Funds for the exclusive benefit of Participants and their Beneficiaries as provided for in the Plan.

Costs

11.11 The Corporation shall pay all administrative costs of the Plan related to the purchase of common shares of the Corporation.

11.12 All brokerage costs and commissions related to any sale of common shares of the Corporation under the Plan shall be deducted from the Participant Account of the Participant who directed such sale in accordance with Article 8 hereof.

Article 12, Amendment, Modification, Suspension or Termination

Corporate Authority

12.01 The Corporation, by action of the Board of Directors, reserves the right at any time to amend, modify, suspend or terminate the Plan, any contributions thereunder, the Trust Funds, or any contract relating to the Plan, in whole or in part, for any reason and without the consent of any Participant or Beneficiary, including the right to replace the Trustee.

Moore Corporation Limited
Employee Stock Purchase Plan
July, 2001	Page 14

12.02 The existence of the Plan and the purchase of common shares of the Corporation thereunder does not affect in any way the right or power of the Corporation or its shareholders to make, authorize or determine any adjustment, recapitalization, reorganization or any other change in the Corporation’s capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Corporation, to create or issue any bonds, debentures, common shares or other securities of the Corporation or to determine the rights and conditions attaching thereto, to effect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or to effect any other corporate act or proceeding, whether of a similar character or otherwise, whether or not any such action referred to in this Section would have an adverse effect on the Plan or any common shares of the Corporation purchased thereunder.

Limitations

12.03 A modification or amendment or termination of the Plan shall not allow any part of the Trust Funds to be used for any purpose other than for the benefit of Participants and Beneficiaries except for such amounts as may be required to pay administrative costs as described in Section 11.12.

Notice

12.04 Notice of any amendment, modification, suspension or termination of the Plan shall be given by the Corporation to the Trustee and, in the case of any change which may affect their interests, to all Participants.

Moore Corporation Limited
Employee Stock Purchase Plan
July, 2001	Page 15

Article 13, General Provisions

13.01 Each of the Corporation, its directors and its officers shall have no liability for payments under the Plan, and all Participants and Beneficiaries shall look solely to the assets of the Trust Funds for any payments or distributions to be made under the Plan.

Moore Corporation Limited
Employee Stock Purchase Plan
July, 2001	Page 16

13.02 Each of the Corporation, its directors and its officers shall not be liable for the investment performance of the Trust Funds nor shall the Corporation, its directors or its officers be responsible for the investment of any excess funds in the Participant Accounts which may remain following the purchase of common shares of the Corporation.

Legal Requirement

13.03 The Corporation is not obligated to direct, assist in or execute the purchase of any common shares or other securities, make any payments or take any other action if, in the opinion of the Board of Directors, in its sole discretion, such action would constitute a violation of any provision of any applicable statutory or regulatory enactment of any government or government agency.

Withholding Taxes

13.04 The purchase of any common shares of the Corporation under this Plan is subject to the condition that if at any time the Corporation determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such purchase, such purchase is not effective unless such withholding has been effected to the satisfaction of the Corporation. In such circumstances, the Corporation may require that a Participant pay to the Corporation, in addition to and in the same manner as the Participant Contribution, such amount as the Corporation is obliged to remit to the relevant taxing authority in respect of the purchase of the common shares of the Corporation. Any such additional payment is due no later than the date as of which any amount with respect to the purchase of the common shares of the Corporation becomes due.

Moore Corporation Limited
Employee Stock Purchase Plan
July, 2001	Page 17

Indemnification

13.05 Every director of the Corporation will at all times be indemnified and saved harmless by the Corporation from and against all costs, charges and expenses whatsoever including any income tax liability arising from any such indemnification, that such director may sustain or incur by reason of any action, suit or proceeding, taken or threatened against such director, otherwise than by the Corporation, for or in respect of any act done or omitted by the Director in respect of this Plan, such costs, charges and expenses to include any amount paid to settle such action, suit or proceeding or in satisfaction of any judgement rendered therein.

Effective Date

13.06 This Plan becomes effective on the Effective Date.

No Assignment or Alienation

13.07 No payment or distribution under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge and any attempt by anyone to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void.

No Employment Rights

13.08 The establishment of the Plan shall not be construed as conferring any legal rights upon any Employee or any person for continuation of employment, nor shall it interfere with the rights of the Employer to discharge any Employee without regard to the effect which such action might have upon him as a Participant.

Currency

13.09 All Participant Contributions to the Plan and all payments under Plan shall be payable in lawful currency of Canada.

Moore Corporation Limited
Employee Stock Purchase Plan
July, 2001	Page 18

Acceptance of Terms and Conditions

13.10 Participation in the Plan shall be construed as acceptance of, and agreement by, a Participant to be bound by the terms and conditions of the Plan.

Applicable Law

13.11 The provisions of the Plan shall be construed in accordance with and be governed by the laws of the Province of Ontario and the laws of Canada applicable therein.

Designation of Beneficiary

13.12 A Participant must file a written notice with the Employer, on the Appropriate Form, to designate a Beneficiary to receive the benefits payable on his death under the terms of the Plan, and may alter or revoke such designation from time to time as allowed under any applicable legislation. If such designation of Beneficiary has not been provided, all benefits payable under this Plan shall be directed to the estate of the Participant.

No Advantage

13.13 No advantage, other than as provided for in the Plan, that is conditional in any way on the existence of the Plan, shall be extended to the Participant or to a person with whom the Participant was not dealing at arms’ length.

FIRST AMENDMENT TO

EMPLOYEE STOCK PURCHASE PLAN

The Moore Corporation Limited Employee Stock Purchase Plan dated July 1, 2001 (“ESPP”), is hereby amended as follows effective February 27, 2004:

1. Except as specifically set forth below, all references in the ESPP to the corporation “Moore Corporation Limited” are amended to read “Moore Wallace Incorporated”.

2. All references in the ESPP to “common shares” or “common stock” of Moore Corporation Limited are amended to refer to the common stock of R.R. Donnelley & Sons Company.

3. All references in the ESPP to “Moore Corporation Limited Stock Fund” are amended to read “R.R. Donnelley & Sons Company Stock Fund”.

4. Section 2.12 of the ESPP is amended to read in full as follows:

“Section 2.12. “Employee Stock Purchase Plan” or “ESPP” means the plan established to receive employee contributions for the purchase of common stock of R.R. Donnelley & Sons Company.”

EX-4.7

Exhibit 4.7

Moore Corporation Limited

Savings Plan

Amended and Restated as of July 1, 2001

June 2001

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	i

Table of Contents

Article 1	,	INTRODUCTION	1
Article 2	,	DEFINITIONS	6
Article 3	,	PARTICIPATION AND ENROLLMENT	13
Article 4	,	PARTICIPANT CONTRIBUTIONS	14
Article 5	,	EMPLOYER CONTRIBUTIONS	16
Article 6	,	PARTICIPANT PLAN ARRANGEMENTS	17
Article 7	,	EMPLOYER PLAN ARRANGEMENTS	18
Article 8	,	INVESTMENT OPTIONS	19
Article 9	,	PARTICIPANT ACCOUNTS	22
Article 10	,	VESTING	24
Article 11	,	WITHDRAWAL PRIVILEGES	25
Article 12	,	DISTRIBUTION ON TERMINATION OF EMPLOYMENT	26
Article 13	,	PAYMENTS OF BENEFITS	28
Article 14	,	ADMINISTRATION	31
Article 15	,	AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION	33
Article 16	,	GENERAL PROVISIONS	35

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 1

Article 1 , Introduction

1.01 The Moore Corporation Limited Savings Plan was originally established effective January 1, 1986. The Plan text was restated (draft dated May, 1994) effective July 1, 1991 to incorporate all amendments to the Plan up to and including that date. Significant changes since January 1, 1986 were:

(a) Participant contributions to the DPSP were not permitted after December 31, 1990.

(b) The Supplementary Retirement Income Plan (SRIP) was folded in to the Retirement Income Plan (RIP) in connection with the redesign of the retirement program, effective July 1, 1991; thus the SRIP was no longer associated with the Savings Plan. Individual SRIP balances were converted to pensions and incorporated in the RIP to ensure that benefits earned to July 1, 1991 were not reduced with the change in pension plan design. SRIP funds were transferred to the RIP trust fund.

(c) The maximum Participant contribution rate was increased from 8% to 15% of Covered Earnings.

(d) The Moore Corporation Limited Common Stock Purchase Options, one for Registered Plans and one for the EPSP, were set up to provide an additional investment option.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 2

1.02 The plan text was restated (dated October 1998) effective January 1, 1998 to incorporate further amendments to the Plan up to and including that date. Further changes were effective May 1, 1998 and were included in the text. Significant changes since July 1, 1991 were:

(a) Effective January 1, 1995:

(i) New Employees may join the Plan after three months of Service; Employer matching contributions commence after one year of Service.

(ii) Participants may transfer funds from other registered retirement savings vehicles to the Group Retirement Savings Plan. Employees, prior to joining the Plan, may transfer funds from a previous employer’s registered pension plan to the Group Retirement Savings Plan.

(iii) Participants may make lump sum contributions to the Plan.

(iv) Administrative fees are allocated to Participant Accounts.

(b) Effective January 1, 1998:

(i) Potential Employer Performance Matching Contributions are introduced, to a maximum of 90% of Participant Basic Contributions.

(ii) Employer Basic Matching Contributions and Employer Supplementary Matching Contributions are discontinued for all but Grandfathered Employees, i.e. Participants who are at least age 50 with ten years of Service, or who are at least age 45 with 20 years of service, and who elect to continue under the prior arrangement.

(iii) $1,000 cap on Employer Contributions to the DPSP is removed.

(c) Effective May 1, 1998:

(i) Transactions, including enrollment, contribution level changes, selection of Participant Plan Arrangement, and allocation of Participant and Employer Contributions among Investment Options, may be made monthly rather than quarterly.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 3

(ii) Additional Investment Options (Global Equity, Bond and Money Market Funds) are introduced.

(iii) Penalty for non-hardship withdrawal of Participant Contributions is changed from suspension of participation in the Plan to reducing the annual Employer Contribution by 50%.

(d) Effective November 1, 1999:

(i) Transactions, including allocation of Participant and Employer Contributions among Investment Options, withdrawals, beneficiary changes, lump sum deposits, rollovers, transfers of employee contributions from EPSP to GRSP, may be made daily.

(ii) Additional Investment Options (1 year, 2 year, 4 year, 5 year term GIC’s) are introduced.

(iii) Lump sum deposits can be made at any time, and are not subject to any minimum requirement.

(iv) Written requests are no longer required for a Participant to vary his contribution rate, or to change his investment allocations. Participants are required to contact the Trustee directly via internet access or telephone.

(v) Valuation of the Plan will be daily.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 4

(vi) Participants shall be responsible for the monitoring of their own personal Registered Retirement Savings Plan contribution limits as defined under the Income Tax Act (Canada) and Regulation thereto, and shall direct their contributions to the non-registered plan when limits have been reached.

(e) Effective January 1, 2001

(i) Potential Employer Performance Matching Contributions based on company performance are removed for both Grandfathered and Non-Grandfathered Participants. Basic Employer Match of $.25 for each $1.00 of Employee Basic Contribution for Grandfathered Participants is removed.

(ii) Basic Employer Match of $.50 for each $1.00 of Employee Basic Contribution is introduced for both Grandfathered and Non-Grandfathered Participants.

(iii) The maximum Participant’s Basic Contribution is changed from 5% of Covered Earnings to 6% of Covered Earnings.

(a) Effective May 1, 2001

(i) Penalty for first withdrawal in a Plan Year of Participant’s Contributions for reasons other than Hardship, of twelve months of suspension of Plan participation, for a Grandfathered Participant is changed to suspension of Employer Matching Contributions for twelve months following the withdrawal.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 5

(ii) Penalty for first withdrawal in a Plan Year of Participant Contributions for reasons other than Hardship for a Non-Grandfathered Participant, results in eligibility for only one half of any Potential Employer Matching Contributions for that Plan Year is changed to suspension of Employer Matching Contributions for twelve months following the withdrawal.

1.03 The terms of this Plan text shall apply for Employees participating in the Plan on and after November 1, 1999. Benefits for a Participant who ceases participation in the Plan prior to November 1, 1999 shall be determined in accordance with the terms of the Plan at the time of ceasing participation, except as may be specifically provided herein.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 6

Article 2 , Definitions

In this Plan the following words and phrases shall, unless otherwise indicated, have the following meanings:

2.01 “Applicable Tax Legislation” means tax legislation as it applies to savings plans, including registered retirement savings plans, deferred profit sharing plans and employee profit sharing plans. Applicable Tax Legislation includes the Income Tax Act (Canada) and any applicable provincial income tax act, as amended from time to time, together with any relevant regulations and application rules made thereunder from time to time.

2.02 “Appropriate Form” means the form provided or prescribed by the Committee for a particular purpose.

2.03 “Approved Absence” means

(a) any period of absence not in excess of one year during which an Employee absents himself from work with the approval or at the direction of the Employer, including but not restricted to absence on account of sickness, accident, disability, maternity or parenting; provided such Employee returns to work for the Employer at such time as the Employer may reasonably require; and

(b) any period of absence during which the Employee was in military service with the Canadian armed forces if he is re-employed within 90 days following termination of such military service.

During an Approved Absence the Employee will be regarded as in the Service of the Employer.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 7

2.04 “Beneficiary” shall mean a person last designated by a Participant in accordance with Article 16.10 of the Plan.

2.05 “Board of Directors” means the Board of Directors of the Corporation.

2.06 “Committee” means the Pension Committee as provided in Article 14.

2.07 “Corporation” means Moore Corporation Limited and includes any successor thereto, provided that reference to any action to be taken, approval to be given or power or discretion to be exercised by the Corporation shall refer to the Board of Directors or any officer or employee of the Corporation duly authorized by the Board of Directors in that behalf.

2.08 “Covered Earnings” shall mean the total annual compensation paid to an Employee for Service with the Employer and shall include basic salary, basic wages, overtime, shift differentials, commissions and bonuses.

2.09 “Deferred Profit Sharing Plan” or “DPSP” shall mean the Moore Corporation Limited Deferred Profit Sharing Plan established to receive contributions in accordance with the provisions of the Plan.

2.10 “Disability” shall mean a state of incapacity which is deemed to commence

(a) for an Employee who is a member of the Employer’s long term disability plan, on the date that he qualifies for a disability benefit from the long term disability plan.

(b) for an Employee who is not a member of the Employer’s long term disability plan, on the date seven months after he becomes disabled and has been certified by medical documentation acceptable to the Employer to be unable to perform services of the nature usually performed by him for the Employer during the preceding six months.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 8

2.11 “Effective Date” shall mean January 1, 1986, the effective date of the Plan.

2.12 “Eligible Employee” shall mean an Employee who has completed three months of continuous Service with the Employer.

2.13 “Employee” means any person who is actively rendering services with the Employer, or with the Employer and one or more Associated Companies, on a permanent Full-time Basis and who receives Covered Earnings from the Employer.

The term Employee shall not include any person hired on a part-time, temporary or contract basis.

2.14 “Employee Profit Sharing Plan” or “EPSP” means the Moore Corporation Limited Employee Profit Sharing Plan established to receive contributions in accordance with the provisions of the Plan.

2.15 “Employer” means the Corporation and includes:

(a) any Predecessor Company;

(b) any Associated Company which adopts the Plan after the Effective Date and any successor thereto; and

(c) any wholly-owned subsidiary of the Corporation whose employees have been designated by the Board of Directors as eligible to participate in the Plan.

“Associated Company” means any company which is designated by the Corporation as an Associated Company.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 9

“Predecessor Company” means any company, all or a substantial part of whose business and assets have been acquired by the Corporation, and any company which has been amalgamated with the Corporation.

The following are wholly owned subsidiaries who have been designated by the Board of Directors as eligible to participate in the Plan:

(a) Logidec, effective July 1, 1997

(b) Phoenix Group, Inc., effective April 1, 1998

2.16 “Employer Contributions” means the total of the contributions made by the Employer for the benefit of a Participant pursuant to the terms of the Plan, as described in Article 5.

2.17 “Full-time Basis” means employment which is customarily for more than 20 hours per week.

2.18 “Fund Manager” means the Trust Company and/or Insurance Company and/or investment fund manager selected by the Committee to invest the funds of the Plan.

2.19 “Grandfathered Employee” means an Employee who, as of December 31, 1997 is

(a) at least age 50 and has at least ten years of Service, or

(b) at least age 45 and has at least 20 years of Service,

and who elected to continue participation in the Plan under Employer Contribution provisions as they existed prior to January 1, 1998, as described in Article 5.

2.20 “Group Retirement Savings Plan” or “GRSP” means the Moore Corporation Limited Group Retirement Savings Plan established to receive contributions in accordance with the provisions of the Plan and based on which individual contracts registered under the Applicable Tax Legislation will be issued.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 10

2.21 “Insurance Company” means an insurance company authorized to do life insurance business in Canada.

2.22 “Investment Option(s)” means the Investment Options(s) described in Article 8.01.

2.23 “Participant” means an Employee who elects to participate in the Plan in accordance with Article 3.

2.24 “Participant Accounts” means the separate accounts maintained for a Participant in the Trust Funds to which Participant Contributions and Employer Contributions are made and which are invested in the Investment Options as described in Article 9.

2.25 “Participant Contributions” means the total of the contributions made by a Participant as described in Article 4.

2.26 “Plan” means the Moore Corporation Limited Savings Plan, as amended from time to time.

2.27 “Plan Year” means the calendar year.

2.28 “Prior Participant DPSP Contributions” means the amounts contributed prior to January 1, 1991 by a Participant to the DPSP, either as Basic Contributions or Additional Contributions.

2.29 “Registered Plans” means the Deferred Profit Sharing Plan and the Group Retirement Savings Plan.

2.30 “Retirement” or “Retired” mean retirement within the meaning of the Retirement Income Plan.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 11

2.31 “Retirement Income Plan” or “RIP” means the Moore Corporation Limited Retirement Income Plan.

2.32 “Service” means the period of employment as an Employee of the Employer (commencing, in the case of an Employer referred to in clause (c) of that definition, on the effective date of the designation) prior to Retirement. Service must be continuous and without interruption, other than for an Approved Absence as provided in Article 2.03.

In the case of any person in the employment of a company which becomes a Predecessor Company after the Effective Date, or any person in the employ of an Associated Company which becomes an Employer after the Effective Date, his period of prior employment with such company shall not be included in his period of Service except to the extent and for the purposes then determined by the Corporation.

In the case of any person who was in the employ of a company which became a Predecessor Company prior to the Effective Date, his period of employment with such company shall be included in his period of Service.

2.33 “Trust Agreement” means the agreement or agreements between the Corporation and a Trustee in connection with the Plan.

2.34 “Trust Company” means a trust company authorized to do business in Canada.

2.35 “Trustee” means the Trust Company or Companies and/or Insurance Company or Companies selected by the Committee to hold the funds of the Plan pursuant to the Trust Agreement or agreements entered into in connection with the Plan.

2.36 “Trust Fund” shall mean one or more of the trust funds established to receive the contributions under the Plan as provided in Article 14.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 12

2.37 “Valuation Date” shall mean any date on which the Participant’s accounts are valued in accordance with Article 9.04.

For purposes of the Plan, words in the masculine gender will also include the feminine gender, unless clearly indicated otherwise; words in the singular may include the plural or the plural may include the singular.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 13

Article 3 , Participation and Enrollment

3.01 An Employee shall become a Participant on the earlier of the following dates:

(a) in the case of an Employee who elects to transfer funds from a previous employer’s registered pension plan in accordance with Article 4.07(a), the date on which such funds are received by the Trustee, or

(b) in the case of an Eligible Employee, the date on which he elects to participate, which shall be the beginning of the first pay period in any month following the month in which he first became an Eligible Employee. Prior to May 1, 1998 an Eligible Employee may participate at the beginning of the first pay period after becoming an Eligible Employee or at the beginning of the first pay period in any subsequent calendar quarter.

3.02 An Employee who elects to become a Participant must complete and file the Appropriate Form and such other authorizations and designations as may be specified by the Employer, at least 30 days prior to the beginning of the month in which participation is to begin. In the case of an Employee who becomes a Participant in accordance with Article 3.01 (a) prior to becoming an Eligible Employee, such forms shall be completed and filed as soon as is reasonably possible.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 14

Article 4 , Participant Contributions

Basic Contribution

4.01 A Participant who is an Eligible Employee may contribute to the Plan, at his discretion, an amount equal to 1%, 2%, 3%, 4%, 5% or 6% of his Covered Earnings (hereinafter referred to as his Basic Contribution).

Additional Contribution

4.02 If the Basic Contribution of a Participant is at a rate of 6%, he may elect to contribute additional amounts (hereinafter referred to as his Additional Contribution) in increments of 1% up to an aggregate (including the Basic Contribution rate) of 15% of his Covered Earnings.

Changes in Contribution Rate

4.03 A Participant may vary his contribution rate, effective at the beginning of the first pay period in any month, by contacting the Trustee’s Customer Service via the call centre by the 25th day of the prior month. Prior to May 1, 1998, a Participant may vary his contribution rate quarterly, provided the Appropriate Form is filed at least 30 days in advance. Contributions may be suspended entirely at any time by the Participant by filing a written request on the Appropriate Form.

4.04 An Eligible Employee who has suspended his contributions may start contributing to the plan again effective at the beginning of the first pay period in any month by contacting the Trustee’s Customer Service via the call centre by the 25th of the prior month.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 15

Administration

4.05 All Participant Basic and Additional Contributions shall be made through payroll deduction.

4.06 Participant Contributions are automatically suspended when a Participant stops receiving Covered Earnings through the regular payroll. Participant Contributions resume immediately upon resumption of payment of Covered Earnings to the Participant through the regular payroll. For greater certainty, Participant Contributions are not permitted after Retirement.

Lump Sum Transfers and Lump Sum Contributions

4.07    (a) An Employee, even prior to becoming an Eligible Employee, may transfer funds from a previous employer’s registered pension plan to the Group Retirement Savings Plan to be invested pursuant to selected Investment Options.

(b) A Participant may transfer funds at any time from any other registered retirement savings vehicle to the Group Retirement Savings Plan to be invested pursuant to selected Investment Options.

(c) Where any such transfers of funds are required to be locked-in, they will be held in separate locked-in Investment Options in the Group Retirement Savings Plan.

4.08 A Participant may make lump sum contributions to one or more of the Investment Options. Such lump sum contributions must be made by cheque to the Trustee at any time.

4.09 Any lump sum transfers or lump sum contributions made in accordance with Article 4.07 or 4.08 above are not eligible for any Employer Matching Contributions.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 16

Article 5 , Employer Contributions

Basic Matching Contribution

5.01 The Employer shall contribute to the Plan monthly on behalf of each Participant, 50% of the Participant’s Basic Contribution made in that month (hereinafter referred to as the Basic Matching Contribution).

5.02 Notwithstanding the above, Employer Basic Matching Contributions shall only be made respecting Participant Basic Contributions made after the Participant has one year of Service.

5.03 Subject to Article 10, Employer Matching Contributions are credited to Participant Accounts on a monthly basis.

Forfeitures

5.04 Any portion of a Participant’s Accounts in which he does not have a vested interest in accordance with Article 10 at the time of termination of employment shall be forfeited, and shall either be paid to the Employer or be applied to reduce Employer Contributions.

5.05 Notwithstanding the above, Employer Basic Matching Contribution shall be subject to reduction or suspension pursuant to Article 11.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 17

Article 6 , Participant Plan Arrangements

6.01 At the Participant’s discretion and subject to conditions stated, the Participant Contributions made by payroll deduction shall be paid to the appropriate Trust Funds according to one of the following arrangements (hereinafter referred to as Participant Plan Arrangements):

(a) “Arrangement I” Under this Participant Plan Arrangement, Participant Contributions made by payroll deduction shall first be directed to the GRSP up to the maximum amount deductible by the Participant under the Applicable Tax Legislation. The Participant shall indicate to to the Trustee when limits have been reached and direct such excess to the EPSP.

(b) “Arrangement II” Under this Participant Plan Arrangement, all Participant Contributions made by payroll deduction shall be directed to the EPSP.

6.02 A Participant may change his Participant Plan Arrangement applicable to future Participant Contributions effective at the beginning of the first pay period in any month, provided he provides direction to the Trustee by contacting the Trustee’s Customer Service via the call centre by the 25th day of the prior month

6.03 A Participant who makes a lump sum contribution in accordance with Article 4.08 shall indicate whether the lump sum contribution is to be directed to the GRSP or to the EPSP.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 18

Article 7 , Employer Plan Arrangements

7.01 Employer Contributions shall be directed to the DPSP up to the lesser of the following limits under the Applicable Tax Legislation as they apply for the Plan Year in which the Employer Contributions are actually made:

(a)  ¹/2 of the money purchase limit for the Plan Year, and

(b) the lesser of:

(i) 18% of the Participant’s compensation, and

(ii) the money purchase limit for the Plan Year

minus the Participant’s pension adjustment associated with the Retirement Income Plan for the Plan Year

as outlined in Subsection 147(5.1) of the Income Tax Act (Canada) or any other applicable limits outlined in the Applicable Tax Legislation.

If the Employer Contributions exceed the amount referred to above, such excess shall be directed to the EPSP.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 19

Article 8 , Investment Options

Investment Options

8.01 The following Investment Options are available:

(a) “Canadian Equity Fund” A fund invested in common stocks of established Canadian companies.

(b) “Diversified Fund” A fund invested in a mix of equities, bonds, and money market securities.

(c) Before November 1, 1999 “Moore Corporation Stock Fund” A fund invested in Moore Corporation Limited common stock. Effective November 1, 1999 the Moore Corporation Stock Fund is changed from a pooled fund to directly held shares of Moore Corporation common stock.

(d) “GIC Fund” A fund invested in three year Guaranteed Investment Certificates.

(e) “Global Equity Fund” A fund invested primarily in common stocks of companies outside of Canada.

(f) “Bond Fund” A fund invested in high quality bonds of the federal and provincial government and in corporate fixed income securities.

(g) “Money Market Fund” A fund invested in high quality short-term government and corporate securities, including Canadian treasury bills and commercial paper.

(h) Directly held Guaranteed Investment Certificates in one, two, three, four or five year terms.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 20

Allocation Among Funds

8.02 A Participant must direct how his Participant Contributions, including his Basic Contributions, Additional Contributions, lump sum contributions and transfers are to be allocated among the Investment Options. Contributions may be invested in any of the Investment Options or may be allocated among the Investment Options in multiples of 5%, subject to the applicable limit in the Global Equity Fund. Employer Contributions made after January 1, 1998 will be allocated in the same proportions.

Participant Contributions will be allocated to the Investment Options for GRSP or Investment Options for EPSP based on the Participant’s elected Participant Plan Arrangement.

Employer Contributions will be allocated to the Investment Options for DPSP or Investment Options for EPSP based on the Employer arrangement described in Article 7.

8.03    (a) The allocation of Participant Contributions among Investment Options must be made on the Appropriate Form. Subsequent changes may be made in the allocation at any time provided that the Participant directs the Trustee by contacting the Trustee’s Customer Service via the call centre. Subject to paragraph (b), both past service contributions and future service contributions may be reallocated.

(b) Notwithstanding paragraph (a), Employer Basic Matching Contributions made on behalf of all Participants prior to January 1, 1998 were made to the Diversified Fund and may only be reallocated once they are vested in accordance with Article 10. Further, all Employer Supplementary Matching Contributions made prior to January 1, 1998 were invested in the Moore Corporation Stock Fund and may not be reallocated.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 21

8.04 Prior Participant DPSP Contributions are to be invested in the Investment Options for DPSP in the same proportions as other past service Participant Contributions.

8.05 The income of an Investment Option arising from dividends, interest payments and all other distributions shall be reinvested in the same Investment Option. Dividends earned through investment in the Moore Corporation Stock Fund will be used to purchase additional Moore Corporation Limited common stock.

8.06 At any time, a Participant may transfer Participant Contributions between the EPSP and GRSP. Directions for such transfers must be given by the Participant directly to the Trustee by contacting the Trustee’s Customer Service via the call centre.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 22

Article 9 , Participant Accounts

Set-up of Accounts

9.01 A separate Participant Account shall be established with respect to each Trust Fund and each Investment Option to which a Participant’s Contributions and the Employer Contributions made on his behalf are credited.

Allocation of Income

9.02 All income received, capital gains made and capital losses sustained by each Trust Fund and each Investment Option during a given Plan Year shall be allocated to the appropriate Participant Account during that year or within 90 days after the end of that year, unless they have been allocated in previous years.

Valuation of Accounts Other than Those Established for Moore Corporation Stock Fund

9.03 On each business day of each month the Participant Account shall be valued, hereinafter referred to as the Valuation Date.

9.04 Amounts credited to a Participant Account by way of contributions or transfers and amounts credited or charged to a Participant Account by way of inter-Investment Option transfer as described in Article 8.02 and 8.03, shall be used to purchase units or shares of the applicable Investment Options based on the next available Valuation Date.

9.05 The value of a Participant Account shall be equal, at any date, to the number of units or shares of each Investment Option multiplied by the applicable unit or share value at the Valuation Date coincident with or immediately preceding such date, plus or minus the amounts credited or charged to the amount since that Valuation Date.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 23

Valuation of Accounts Established for Moore Corporation Stock Fund

9.06 In any month, the aggregate amount to be credited to Participant Accounts established for the Moore Corporation Stock Fund made up of contributions and transfers, shall be used to purchase shares of Moore Corporation Limited common stock. Once the dollar amount has been established, shares will be purchased within five business days following the receipt of all monthly contributions. A pro-rata number of shares, including fractions of shares, will be allocated to each individual Participant Account based on the corresponding dollar amounts credited or charged to such Participant Accounts.

9.07 Brokerage fees for the purchase of shares in connection with Article 9.06 above will be charged to Participant Accounts on a pro-rata basis.

9.08 The dollar value of a Participant Account established with respect to the Moore Corporation Stock Fund on any date shall be equal to the then current market value of Moore Corporation Limited common stock multiplied by the number of shares held in the Participant Account, plus or minus the amounts credited or charged to the account but not yet used to purchase or sell shares.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 24

Article 10 , Vesting

10.01 Each Participant has a complete and fully vested right in the value of his own Participant Contributions.

10.02 A Participant shall be fully vested in the value of the Employer’s Contributions after 24 months of participation in the Plan.

10.03 Notwithstanding the foregoing provisions of this Article, Participants shall, at all times, be 100% vested in the Employer Contributions directed toward the EPSP.

10.04 Notwithstanding the foregoing provisions of this Article, Participants shall be fully vested in Employer Contributions

(a) in the event of the termination of the Plan,

(b) in the event of the partial termination of the Plan (if such Participant is affected by such partial termination),

(c) in the event of the complete discontinuance of Employer Contributions to the Plan, or

(d) upon the Participant’s Retirement, death or Disability.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 25

Article 11 , Withdrawal Privileges

11.01 Effective July 1, 2001, a Participant may withdraw some or all of the value of his Participant Contributions at any time during his employment with the Employer provided that

(a) on the first withdrawal in any 12 month period the Employer Basic Matching Contribution otherwise payable on a monthly basis shall be suspended for a twelve month period immediately following the withdrawal; and

(b) where the Participant makes more than one withdrawal in a 12 month period, participation in the Plan shall be suspended for one year immediately following the withdrawal.

11.02 Notwithstanding Articles 11.01 above, where a Participant withdraws the value of his Participant Contributions for hardship reasons, his participation shall not be suspended and his Employer Contributions shall not be suspended. “Hardship” for purposes of this Article 11.02 is defined as one or more of the following respecting the Participant:

(a) Purchase of a primary residence,

(b) Payments necessary to avoid eviction from primary residence or foreclosure of a mortgage on primary residence,

(c) Tuition payments including for the Participant or his dependants,

(d) Medical expenses for the Participant or his dependants, which are not covered by either provincial medical plans or by the Corporation’s medical plan, or

(e) Payments made as a result of a court order.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 26

11.03 A Participant may withdraw the value of his vested Employer Contributions during employment with the Employer for hardship reasons in which case his participation shall not be suspended and his Employer Contributions shall not be reduced.

“Hardship” for purposes of this Article 11.03 is defined as one or more of the following in respect of a Participant:

(a) Payments necessary to avoid eviction from his primary residence or foreclosure of a mortgage on his primary residence, or

(b) Medical expenses for the Participant or his dependants not covered by either provincial medical plans or by the Corporation’s medical plan.

11.04 Where a Participant wishes to withdraw either Participant or Employer Contributions due to pressing financial need and his situation is not addressed in Article 11.02 or 11.03, the case will be reviewed by the Pension Committee.

Article 12 , Distribution on Termination of Employment

Distribution on Termination of Employment

12.01 When a Participant’s employment with the Employer is terminated, the total value of his vested Participant Accounts shall be distributed to him or, if distribution is being made by reason of death, to his Beneficiary.

Notwithstanding the above, where the Participant’s termination of employment is due to Retirement, the Participant may elect to continue participation in the Plan, and to have his Participant Accounts distributed to him at such later date as he may choose. In any event, Participant Accounts invested in Registered Plans must be distributed by the end of the year in which the Participant attains age 69. On the Participant’s death after Retirement, his Participant Accounts shall be distributed to his Beneficiary.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 27

Distribution shall be made in accordance with the provisions of Article 13.

Valuation

12.02 The value of vested Participant Accounts for purposes of Article 12.01 shall be based on the value as of the Valuation Date coincident with the day of termination of employment or death or coincident with the day in which a retired Participant elects distribution of his Accounts. However, if the Participant (or in the case of the Participant’s death, his Beneficiary) fails to make a claim for benefits to the Employer on the Appropriate Form prior to such Valuation Date, the Employer in its sole discretion, may value Participant Accounts for purposes of Article 12.01 as of any subsequent Valuation Date but not later than the Valuation Date coincident with or next following the receipt of a claim for benefits from the Participant (or in the case of the Participant’s death, his Beneficiary).

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 28

Article 13 , Payments of Benefits

Cash

13.01 Subject to Articles 13.02 to 13.05, all amounts distributable pursuant to Article 12, shall be available in cash and in a lump sum as soon as practicable after the Valuation Date as of which payment is to be made and in all events, within 60 days of such Valuation Date. Where necessary, tax will be withheld.

Amounts Invested in Investment Options for Registered Plans

13.02 The portion of the Participant’s entitlement which represents amounts held in Registered Plans (except for Prior Participant DPSP Contributions) may, at the Participant’s election, be

(a) transferred to another plan registered under the Applicable Tax Legislation, or

(b) used to purchase an annuity contract as permitted under the Applicable Tax Legislation.

Prior Participant DPSP Contributions must be taken in cash.

13.03 In the case of a Participant’s death, and where the Participant’s Beneficiary is his spouse, the portion of the entitlement held in Registered Plans (except for Prior Participant’s DPSP Contributions) may, at the spouse’s election, be

(a) transferred to another plan registered under the Applicable Tax Legislation, or

(b) used to purchase an annuity contract as permitted under the Applicable Tax Legislation.

Prior Participant DPSP Contributions must be taken in cash.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 29

Amounts Invested in Moore Corporation Stock Fund

13.04 Further to 13.02 and 13.03 above, where amounts to be transferred were invested in the Moore Corporation Stock Fund and held in Registered Plans, whole shares of Moore Corporation Limited stock may be transferred to a self-directed registered retirement savings plan provided that a minimum number of shares are available to be transferred. In addition, an amount of money representing the value of any fractional shares will be transferred.

13.05 Notwithstanding 13.01 above, where amounts to be distributed were invested in the Moore Corporation Stock Fund and held in the EPSP, the Participant (or, in the event of the Participant’s death, his Beneficiary) may elect to receive such amounts in whole shares of Moore Corporation Limited stock, provided that a minimum number of shares stand to the Participant’s credit in the Fund. In addition, the value of any fractional shares will be paid in cash.

No Direction Given by Participant

13.06 Subject to Article 13.07, Participant Accounts shall be distributed pursuant to Article 12.01 and Article 13.01 to 13.05 upon receipt by the Employer of the duly completed Appropriate Form providing the necessary directions. If direction for distribution is not received within 90 days of receipt of the Appropriate Form, the Employer shall arrange to have all amounts transferred to a non-registered fund established with the Trustee, for the benefit of the applicable member, less withholding tax, if applicable. Where appropriate, the Employer may arrange to transfer the portion of the Participant’s entitlement which represents amounts invested in Investment Options for Registered Plans (excluding Prior Participant DPSP Contributions) to a variable rate individual registered retirement savings plan, established with the Trustee.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 30

Incapacity

13.07 Upon receipt by the Employer of notice or evidence of legal proceedings establishing the incapacity of a Participant to receive or acknowledge receipt for any distribution, the Employer may make distribution due to the Participant only to the duly appointed legal representative or other named beneficiary of the Participant under the Plan.

Identity of Proper Payee

13.08 The determination by the Employer, in accordance with guidelines set forth by the Trustee, as to the identity of the proper payee for any payment and the amount properly payable shall be conclusive, and payment in accordance with such determination shall constitute a complete discharge of all obligations or account thereof.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 31

Article 14 , Administration

Plan

14.01 The Pension Committee shall be responsible for administration of the Plan consistent with its mandate and rules and regulations from time to time. The Committee may delegate to third parties any part of the administration of the Plan and shall determine the scope of such delegation. The Committee may employ such legal, actuarial, medical, accounting, clerical and other assistance as it may require in carrying out the provisions of the Plan.

14.02 Except as otherwise expressly provided, the Committee shall have the exclusive right to interpret the Plan and to decide any matter arising thereunder in connection with the administration of the Plan. Its decisions and records shall be conclusive and binding upon the Employer, Participants and all other persons having any interest under the Plan.

14.03 The members of the Committee and the Corporation shall be entitled to rely upon any table, valuations, computations, estimates, certificates and reports furnished by the actuary, upon any opinions furnished by legal counsel, upon any certificates and reports furnished by the accountant, and upon any reports furnished by the Fund Manager and Trustee. The members of the Committee and the Corporation shall be fully protected and shall not be liable in any manner whatsoever for anything done or action taken or suffered in reliance upon the actuary, accountant, Fund Manager, Trustee or counsel.

14.04 The Committee or the Corporation may require satisfactory proof of age or of any other matter material under the Plan from or with respect to any Employee, Participant or Beneficiary and no such person shall acquire any rights or be entitled to receive any benefits under the Plan until such proof shall be furnished as so required.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 32

14.05 Neither any member of the Committee nor the Corporation or any of its employees shall be liable to any Employees, Participant, Beneficiary or other person whatsoever respecting the operation or administration of the Plan except in circumstances of fraud or bad faith.

14.06 The Committee shall provide each Participant with a written explanation of the terms of the Plan and any amendments thereto applicable to him together with an explanation of the rights and duties of the Participant with reference to the benefits available to him under the terms of the Plan.

Trust Funds

14.07 The Corporation shall establish separate Trust Funds for the Group Retirement Savings Plan, Deferred Profit Sharing Plan and the Employees Profit Sharing Plan.

14.08 All Participant Contributions and Employer Contributions shall be paid into the appropriate Trust Fund as provided in Article 6 and Article 7.

14.09 The Trust Funds shall be administered by a Trustee in accordance with the terms of the Trust Agreement.

14.10 Subject to Article 14.11 all funds under the Plan shall be held in the Trust Funds for the exclusive benefit of Participants and their Beneficiaries as provided for in the Plan. Only the amounts forfeited by terminating Participants may be refunded to the Employer.

Costs

14.11 All administrative costs of the Plan shall be charged on a pro-rata basis to the Participant Accounts.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 33

Article 15 , Amendment, Modification, Suspension or Termination

Corporate Authority

15.01 The Corporation, by action of its Board of Directors, reserves the right at any time to amend, modify, suspend or terminate the Plan, any contributions thereunder, the Trust Funds, or any contract relating to the Plan, in whole, or in part for any reason and without the consent of any Participant or Beneficiary, including the right to change the Fund Manager and the Trustee.

Limitations

15.02 A modification or amendment or termination of the Plan shall not

(a) retroactively impair any rights under the Plan already earned by any Participant or Beneficiary except as may be required to qualify or maintain the Plan, Trust Fund, any Registered Plan, or any contract forming part of the Plan in accordance with the Applicable Tax Legislation.

(b) allow any part of the funds of the Plan to be used for any purpose other than for the benefit of Participants and Beneficiaries under the Plan except for such amounts as may be required to pay taxes or administrative costs as described in Article 14.11 or such forfeited amounts as may be refunded to the Employer as described in Articles 5.07 and 14.10.

Notice

15.03 Notice of any amendment, modification, suspension or termination of the Plan shall be given by the Corporation to the Trustee and, in the case of any change which may affect their interests, to all Participants.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 34

Associated Company

15.04 If any Associated Company which has come within the definition of Employer subsequently adopts a different plan or amends the Plan for all or part of its employees, or if any such employer withdraws or is withdrawn from the Plan, or discontinues the Plan with respect to all or part of its employees, the Committee shall determine the appropriate treatment of non-vested Employer Contributions which shall be allocated to the Employees of such employer who are thereby affected. If a separate plan is being continued for such employees, such employer shall designate a successor Fund Manager and/or Trustee under a separate instrument to whom such allocable funds shall be transferred with respect to all or the specified classifications of its employees, as the case may be. If the Plan is discontinued with respect to all or part of such employer’s employees, such allocable funds shall be allocated with respect to each employee affected and shall be applied pursuant to Article 13.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 35

Article 16 , General Provisions

16.01 The Corporation shall have no liability for payments under the Plan, except for the payment of Employer Contributions in accordance with the terms of the Plan up to its termination date. Participants and Beneficiaries shall look solely to the assets of the Trust Funds for any payments or distributions under the Plan.

16.02 The Corporation shall not be liable for:

(a) the investment performance of the Trust Funds; or

(c) matters relating to the deductibility or limits of any Participant Contributions, or availability of tax-sheltered transfers into, out of or within Plan, under the Applicable Tax Legislation; or

(d) compliance with foreign content rules under Applicable Tax Legislation.

No Assignment or Alienation

16.03 No payment or distribution under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge and any attempt by anyone to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void.

No Employment Rights

16.04 The establishment of the Plan shall not be construed as conferring any legal rights upon any Employee or any person for continuation of employment, nor shall it interfere with the rights of the Employer to discharge any Employee without regard to the effect which such action might have upon him as a Participant in the Plan.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 36

Currency

16.05 All Participant Contributions and Employer Contributions to the Plan and all payments under Plan shall be payable in lawful currency of Canada.

Integral Part of the Plan

16.06 The Group Retirement Savings Plan, Deferred Profit Sharing Plan and Employee Profit Sharing Plan constitute an integral part of the Plan and shall be read in conjunction with the provisions of the Plan.

Conflicts between Provisions

16.07 The provisions of the Plan shall apply to the GRSP, DPSP and EPSP except that, in the event of conflict between the provisions of the Plan and any of the provisions of either the GRSP or DPSP, the provisions of the GRSP and DPSP shall prevail.

Acceptance of Terms and Conditions

16.08 Participation in the Plan shall be construed as acceptance of, and agreement by a Participant to be bound by the terms and conditions of the Plan.

Applicable Law

16.09 The provisions of the Plan shall be construed in accordance with and be governed by the laws of the Province of Ontario.

Designation of Beneficiary

16.10 A Participant must file a written notice with the Employer, on the Appropriate Form, to designate a Beneficiary to receive the benefits payable on this death under the terms of the Plan and may alter or revoke such designation from time to time, as allowed under any applicable legislation.

Moore Corporation Limited
Savings Plan
Amended and Restated as of July 1, 2001	Page 37

No Advantage

16.11 No advantage, other than as provided for in the Plan, that is conditional in any way on the existence of the Plan, shall be extended to the Participant or to a person with whom the Participant was not dealing at arms’ length.

Moore Corporation Limited Savings Plan

Amendment No. 1

WHEREAS Moore Corporation Limited (the “Corporation”) maintains the Moore Corporation Limited Savings Plan (the “Plan”), which was originally effective January 1, 1986, and was most recently amended and restated as of July 1, 2001; and

WHEREAS in accordance with Article 15 of the Plan, the Corporation has the right to amend the Plan; and

WHEREAS the Corporation wishes to amend the Plan as of January 1, 2002;

NOW THEREFORE BE IT RESOLVED THAT, effective January 1, 2002:

“1. Article 2.12 be modified as follows:

“Eligible Employee” shall mean an Employee as defined under Article 2.13.”

“2. Article 7.02 is added as follows:

Notwithstanding Article 7.01, all Employer Contributions for high income earners, as determined in accordance with the rules of the Corporation, shall be directed to the EPSP.”

“3. Article 10.02 be modified as follows:

Each Participant has a complete and fully vested right in the value of the Employer Contributions.”

“4. Articles 10.03 and 10.04 are deleted.”

“5. Article 12.03 is added as follows:

For purposes of Article 12.01, a Participant who is transferred within the Employer to a location outside of Canada shall be considered as having terminated his employment with the Employer.”

“6. Article 13.04 be modified as follows:

Further to 13.02 and 13.03 above, where amounts to be transferred were invested in the Moore Corporation Stock Fund and held in Registered Plans, whole shares of Moore Corporation Limited stock may be transferred to a self-directed registered retirement savings plan. In addition, an amount of money representing the value of any fractional shares will be transferred.”

Moore Corporation Limited Savings Plan

Amendment No. 1

Page 2.

“7. Article 13.05 be modified as follows:

Notwithstanding 13.01 above, where amounts to be distributed were invested in the Moore Corporation Stock Fund and held in the EPSP, the Participant (or, in the event of the Participant’s death, his Beneficiary) may elect to receive such amounts in whole shares of Moore Corporation Limited stock. In addition, the value of any fractional shares will be paid in cash. “

/s/ Thomas J. Quinlan	August 12, 2002
Signature	Date
Executive Vice President, Treasurer
Title

MOORE WALLACE INCORPORATED

SAVINGS PLAN

AMENDMENT NO. 2

WHEREAS Moore Corporation Limited (the “Corporation”) established the Moore Corporation Limited Savings Plan (the “Plan”) effective January 1, 1986; and

WHEREAS in accordance with Article 15 of the Plan, the Corporation reserves the right at any time to amend the Plan; and

WHEREAS by Articles of Amendment dated May 15, 2003, the Corporation changed its name to Moore Wallace Incorporated (“Moore Wallace”); and

WHEREAS Moore Wallace and R.R. Donnelley & Sons Company (“R.R. Donnelley”) have entered into a combination agreement dated as of November 8, 2003 pursuant to which R.R. Donnelley has agreed to acquire all of the issued and outstanding common shares of Moore Wallace by offering holders of Moore Wallace common shares 0.63 of a share of R.R. Donnelley common stock for each Moore Wallace common share pursuant to a plan of arrangement (the “Arrangement”); and

WHEREAS one of the Investment Options made available to participants under the Plan is the purchase of Moore Wallace common shares and upon the completion of the Arrangement, all future investments under the Plan directed to the purchase of Moore Wallace common shares will be invested in shares of R.R. Donnelley common stock; and

WHEREAS in accordance Article 15 of the Plan, Moore Wallace wishes to amend the Plan to reflect the change of name of the Corporation and the change in the Investment Option described above.

NOW THEREFORE BE IT RESOLVED THAT, the Plan is amended as follows:

1. Article 2.07 is deleted effective May 15, 2003 and replaced with the following: “Corporation” means Moore Wallace Incorporated (known as Moore Corporation Limited before May 15, 2003) and any successor corporation, provided that reference to any action to be taken, approval to be given or power or discretion to be exercised by the Corporation shall refer to the Board of Directors or any officer or employee of the Corporation duly authorized by the Board of Directors in that behalf.

2. Article 2.09 is deleted effective May 15, 2003 and replaced with the following:

“Deferred Profit Sharing Plan” or “DPSP” means the Moore Wallace Incorporated Deferred Profit Sharing Plan established to receive contributions in accordance with the provisions of the Plan.

3. Article 2.14 is deleted effective May 15, 2003 and replaced with the following:

“Employee Profit Sharing Plan” or “EPSP” means the Moore Wallace Incorporated Employee Profit Sharing Plan established to receive contributions in accordance with the provisions of the Plan.

4. Article 2.20 is deleted effective May 15, 2003 and replaced with the following:

“Group Retirement Savings Plan” or “GRSP” means the Moore Wallace Incorporated Group Retirement Savings Plan established to receive contributions in accordance with the provisions of the Plan and, based on which, individual contracts registered under Applicable Tax Legislation will be issued.

5. Article 2.26 is deleted effective May 15, 2003 and replaced with the following:

“Plan” means the Moore Wallace Incorporated Savings Plan, as amended from time to time.

6. Article 2.31 is deleted effective May 15, 2003 and replaced with the following:

“Retirement Income Plan” or “RIP” means the Retirement Income Plan of Moore Wallace Incorporated.

7. Article 8.01 (c) is deleted upon the effective time of the Arrangement and replaced with the following:

“R.R. Donnelley & Sons Company Common Stock” Before November 1, 1999, this Investment Option, known then as the “Moore Corporation Stock Fund” was a fund invested in Moore Corporation Limited common stocks. Effective November 1, 1999, the Moore Corporation Stock Fund was changed from a pooled fund to directly held shares of Moore Corporation Limited common stock, which became Moore Wallace Incorporated common stock effective May 15, 2003. Pursuant to a plan of arrangement and, upon the effective time of the arrangement, in accordance with a combination agreement dated November 8, 2003 between Moore Wallace Incorporated and R.R. Donnelly & Son Company, Moore Wallace Incorporated common stock held under the Plan shall be exchanged for shares of common stock of R.R. Donnelley & Sons Company.

8. Article 8.02 is amended upon the effective time of the Arrangement by deleting the second sentence of the first paragraph and replacing it with the following:

Contributions may be invested in any of the Investment Options or may be allocated among the Investment Options in multiples of 5%, subject to the limit on investment in foreign property described in Article 8.07.

9. Article 8.03(b) is amended upon the effective time of the Arrangement by deleting the words “and may not be reallocated” from the end of the second sentence.

10. Article 8.05 is deleted effective May 15, 2003 and replaced with the following:

The income of an Investment Option arising from dividends, interest payments and all other distributions shall be reinvested in the same Investment Option. Dividends earned through investment in the Investment Option described in paragraph (c) of Article 8.01, however, will be used to purchase additional shares of such common stock.

11. Article 8.07 is added upon the effective time of the Arrangement as follows:

8.07 Re-balancing of Excess Foreign Property Investments

(a) Investments in the Global Equity Fund and in R.R. Donnelley & Sons Company Common Stock are foreign property, as defined in Applicable Tax Legislation (“Foreign Property”).

(b) A Participant may direct the Trustee to re-balance the Participant’s GRSP Accounts among the Investment Options for compliance with the Foreign Property investment limit prescribed under Applicable Tax Legislation (the “Foreign Property Limit”) or such other lesser limit as indicated by the Participant. Where the Participant has directed the Trustee to re-balance the Participant’s GRSP Accounts when the Foreign Property Limit or such other lesser limit has been exceeded, the Trustee shall transfer sufficient amounts from the Investment Option(s) in the Participant’s GRSP

- 3 -

Accounts that hold(s) such excess investments in Foreign Property to the remaining Investment Options selected by the Participant for the Participant’s GRSP Accounts.

(c) The Trustee shall re-balance each Participant’s DPSP Accounts among the Investment Options for compliance with the Foreign Property Limit as if the aggregate of the Participant’s DPSP Accounts were a separate plan or trust subject to the Foreign Property Limit. In the event the investment in a Participant’s DPSP Accounts exceed the Foreign Property Limit, the Trustee shall transfer sufficient amounts from the Investment Option(s) in the Participant’s DPSP Accounts that hold(s) such excess investments in Foreign Property to the remaining Investment Options selected by the Participant for the Participant’s DPSP Accounts.

(d) Any re-balancing required under paragraph (b) and (c) above shall occur by reducing the investments in the Investment Option(s) that hold Foreign Property in proportion to the holdings in each such Investment Option and by increasing the investments in all other Investment Option(s) selected by the Participant in proportion to the holdings in each such other Investment Option.

12. The heading in respect of Article 9.03 is deleted upon the effective time of the Arrangement and replaced with the following:

Valuation of Accounts Other than Those Established for R.R. Donnelley & Sons Company Common Stock

13. The heading in respect of Article 9.06 is deleted upon the effective time of the Arrangement and replaced with the following:

Valuation of Accounts Established for R.R. Donnelley & Sons Company Common Stock

14. Article 9.06 is deleted upon the effective time of the Arrangement and replaced with the following:

In any month, the aggregate amount to be credited to Participant Accounts established for R.R. Donnelley & Sons Company Common Stock made up of contributions and transfers, shall be used to purchase shares of R.R. Donnelley & Sons Company common stock. Once the dollar amount has been established, shares will be purchased within five business days following the receipt of all monthly contributions. A pro-rata number of shares, including fractions of shares will be allocated to each individual Participant Account based on the corresponding dollar amounts credited or charged to such Participant Accounts.

15. Article 9.08 is deleted upon the effective time of the Arrangement and replaced with the following:

The dollar value of a Participant Account established with respect to shares of R.R. Donnelley & Sons Company Common Stock on any date shall be equal to the then current market value of R.R. Donnelley & Sons Company common stock multiplied by the number of shares held in the Participant Account, plus or minus the amounts credited or charged to the account but not yet used to purchase or sell shares.

16. The heading in respect of Article 13.04 shall be deleted upon the effective time of the Arrangement and replaced with the following:

Amounts invested in R.R. Donnelley & Sons Company Common Stock

17. Article 13.04 is deleted upon the effective time of the Arrangement and replaced with the following:

Further to 13.02 and 13.03 above, where amounts to be transferred were invested in shares of R.R. Donnelley & Sons Company Common Stock and held in Registered Plans, whole shares of R.R. Donnelley & Sons Company common stock may be transferred to a self-directed registered retirement savings plan. In addition, an amount of money representing the value of any fractional shares will be transferred.

- 4 -

18. Article 13.05 is deleted upon the effective time of the Arrangement and replaced with the following:

Notwithstanding 13.01 above, where amounts to be distributed were invested in shares of R.R. Donnelley & Sons Company Common Stock and held in the EPSP, the Participant (or, in the event of the Participant’s death, his Beneficiary) may elect to receive such amounts in whole shares of R.R. Donnelley & Sons Company common stock. In addition, the value of any fractional shares will be paid in cash.

19. All other terms and conditions of the Plan shall remain unamended and in full force and effect.

AND BE IT FURTHER RESOLVED THAT the chairman and one other member of the Management Pension Committee established to administer the Plan be, and they hereby are, authorized and directed to execute and deliver in the name and on behalf of the Management Pension Committee or the Corporation, all documents, instruments and agreements and to take all such other action as may be appropriate and requisite for the purpose of carrying into effect the foregoing provisions of this Resolution, including, without limitation, authority to further amend the Plan, on the advice of counsel advising in these matters, where such amendments are requested by the trustee appointed for the Plan or are otherwise deemed appropriate in the circumstances.

DATED             2/27                , 2004

MOORE WALLACE INCORPORATED
By:	/s/ Heidi J. Marnoch
	Heidi J. Marnoch Chairman of Management Pension Committee
By:	/s/ Andrew B. Panega
	Name: Andrew B. Panega Title: SVP. Human Resources

EX-4.8

Exhibit 4.8

Moore Corporation Limited

Deferred Profit Sharing Plan

Amended and Restated as of July 1, 2001

June 2001

Moore Corporation Limited
Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	i

Table of Contents

Article 1 — DEFINITIONS	1
Article 2 — TRUST FUND	10
Article 3 — PARTICIPATION AND ENROLMENT	11
Article 4 — PARTICIPANT CONTRIBUTIONS	12
Article 5 — EMPLOYER CONTRIBUTIONS	13
Article 6 — INVESTMENT OPTIONS	15
Article 7 — PARTICIPANT ACCOUNTS	18
Article 8 — VESTING	21
Article 9 — Withdrawal Privileges	22
Article 10 — TERMINATION AND SUSPENSION OF PARTICIPATION	23
Article 11 — PAYMENTS OF BENEFITS	25
Article 12 — AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION	26
Article 13 — ADMINISTRATION AND GENERAL PROVISIONS	28

Moore Corporation Limited
Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	Page 1

Article 1 — Definitions

In this DPSP the following words and phrases shall, unless otherwise indicated, have the following meanings:

1.01 “Applicable Tax Legislation” means tax legislation as it applies to a deferred profit sharing plan. Applicable Tax Legislation includes the Income Tax Act (Canada) and any applicable provincial income tax act, as amended from time to time, together with any relevant regulations and application rules made thereunder from time to time.

1.02 “Appropriate Form” means the form provided or prescribed by the Committee for a particular purpose.

1.03 “Approved Absence” means:

(a) any period of absence not in excess of one year during which an Employee absents himself from work with the approval or at the direction of the Employer, including but not restricted to absence on account of sickness, accident, disability, maternity or parenting; provided such Employee returns to work for the Employer at such time as the Employer may reasonably require; and

Moore Corporation Limited
Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	2

(b) any period of absence during which the Employee was in military service with the Canadian armed forces if he is re-employed within 90 days following termination of such military service.

During an Approved Absence the Employee will be regarded as in the Service of the Employer.

1.04 “Beneficiary” shall mean a person last designated by a Participant to receive payments or distributions under the terms of the DPSP upon his death pursuant to a written notice on the Appropriate Form, filed with the Employer.

1.05 “Board of Directors” means the Board of Directors of the Corporation.

1.06 “Committee” means the Pension Committee as provided in Article 14 of the Savings Plan.

1.07 “Corporation” means Moore Corporation Limited and includes any successor thereto, provided that reference to any action to be taken, approval to be given or power or discretion to be exercised by the Corporation shall refer to the Board of Directors or any officer or employee of the Corporation duly authorized by the Board of Directors in that behalf.

Moore Corporation Limited
Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	3

1.08 “Covered Earnings” shall mean the total annual compensation paid to an Employee for Service with the Employer and shall include basic salary, basic wages, overtime, shift differentials, commissions and bonuses.

1.09 “Deferred Profit Sharing Plan” or “DPSP” means the Moore Corporation Limited Deferred Profit Sharing Plan registered under the Applicable Tax Legislation, as set forth herein and as amended from time to time.

1.10 “Disability” or “Disabled” shall mean a state of incapacity which is deemed to commence

(a) for an Employee who is a member of the Employer’s long term disability plan, on the date that he qualifies for a disability benefit from the long term disability plan.

(b) for an Employee who is not a member of the Employer’s long term disability plan, on the date seven months after he becomes disabled and has been certified by medical documentation acceptable to the Employer to be unable to perform services of the nature usually performed by him for the employer during the preceding six months.

1.11 “Effective Date” shall mean January 1, 1986.

Moore Corporation Limited
Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	4

1.12 “Eligible Employee” shall mean an Employee who has completed three months of continuous Service with the Employer.

1.13 “Employee” means any person who is actively rendering services with the Employer, or with the Employer and one or more Associated Companies, on a permanent Full-time Basis and who receives Covered Earnings from the Employer.

The term Employee excludes any person hired on a part-time, temporary, or contract basis.

1.14 “Employer” means the Corporation and includes:

(a) any Predecessor Company;

(b) any Associated Company which adopts the Savings Plan after the Effective Date and any successor thereto; and

(c) any wholly-owned subsidiary of the Corporation whose employees have been designated by the Board of Directors as eligible to participate in the Savings Plan.

“Associated Company” means any company which is designated by the Corporation as an Associated Company.

Moore Corporation Limited
Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	5

“Predecessor Company” means any company, all or a substantial part of whose business and assets have been acquired by the Corporation, and any company which has been amalgamated with the Corporation.

The following are wholly owned subsidiaries which have been designated by the Board of Directors as eligible to participate in the DPSP:

• Logidec, effective July 1, 1997

• Phoenix Group, Inc., effective April 1, 1998

1.15 “Employer Contributions” means the total of the contributions being made by the Employer for the benefit of a Participant to the DPSP, as described in Article 5.

1.16 “Full-time Basis” means employment which is customarily for more than 20 hours per week.

1.17 “Fund Manager” means the Trust Company and/or Insurance Company and/or investment fund manager selected by the Committee to invest the funds of the DPSP.

1.18 “Grandfathered Employee” means an Employee who, as of December 31, 1997 is

(a) at least age 50 and has at least ten years of Service, or

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Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	6

(b) at least 45 and has at least 20 years of Service,

and who elected to continue participation in the Savings Plan under Employer Contribution provisions as they existed prior to January 1, 1998.

1.19 “Insurance Company” means an insurance company authorized to do life insurance business in Canada.

1.20 “Investment Option” means any one of the Investment Options described in Article 6.01.

1.21 “Participant” shall mean a participant in the Savings Plan for whom contributions are made to the DPSP by the Employer.

1.22 “Participant Accounts” shall mean the separate accounts maintained for a Participant in the Trust Fund which hold Prior Participant Contributions and Employer Contributions, and which are invested in the Investment Options as described in Article 7 hereof.

1.23 “Participant Basic Contributions” shall mean the basic contributions being made by a Participant as described in Article 4 of the Savings Plan.

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Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	7

1.24 “Performance Matching Contribution” means the Employer Contribution in respect of a Participant as described in Article 5.01.

1.25 “Plan Year” means the calendar year.

1.26 “Prior Participant Contributions” shall mean the amounts contributed prior to January 1, 1991 by a Participant in the DPSP, as Participant Basic Contributions or additional contributions pursuant to the Savings Plan.

1.27 “Retirement” or “Retired” shall mean retirement within the meaning of the Retirement Income Plan.

1.28 “Retirement Income Plan” or “RIP” shall mean the Moore Corporation Limited Retirement Income Plan.

1.29 “Savings Plan” shall mean the Moore Corporation Limited Savings Plan as amended from time to time.

1.30 “Service” means the period of employment as an Employee of the Employer (commencing, in the case of an Employer referred to in clause (c) of that definition, on the effective date of the designation), prior to Retirement. “Service” must be continuous and without interruption, other than for an Approved Absence as provided in Article 1.03.

Moore Corporation Limited
Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	8

In the case of any person in the employment of a company which becomes a Predecessor Company after the Effective Date, or any person in the employ of an Associated Company which becomes an Employer after the Effective Date, his period of prior employment with such company shall not, except for the purposes of Article 8, be included in his period of Service except to the extent and for the purposes then determined by the Corporation.

In the case of any person who was in the employ of a company which became a Predecessor Company prior to the Effective Date, his period of employment with such company shall be included in his period of Service.

1.31 “Specified Shareholder” means a specified shareholder as defined in the Applicable Tax Legislation. In general this means a person who owns, directly or indirectly, ten percent or more of the issued shares of any class of the capital stock of the Corporation or of any other corporation that is related to the Corporation.

1.32 “Trust Agreement” means the agreement between the Corporation and the Trustee with respect to the DPSP.

1.33 “Trust Company” means a trust company authorized to do business in Canada.

Moore Corporation Limited
Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	9

1.34 “Trustee” means the Trust Company or Companies and/or Insurance Company or Companies or at least three individual trustees selected by the Committee to hold the funds of the DPSP pursuant to the Trust Agreement entered into in connection with the DPSP. Each of the Trustees under the DPSP must be resident in Canada within the meaning of the Applicable Tax Legislation.

1.35 “Trust Fund” shall mean the trust fund established to hold the Employer Contributions and Prior Participant Contributions under the DPSP.

1.36 “Valuation Date” shall mean any date on which the Participant’s accounts are valued in accordance with Article 7.

For purposes of the DPSP, words in the masculine gender will also include the feminine gender, unless clearly indicated otherwise; words in the singular may include the plural or the plural may include the singular.

Moore Corporation Limited
Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	10

Article 2 — Trust Fund

2.01 For the purposes of the DPSP, the Corporation has established and shall maintain a Trust Fund pursuant to a Trust Agreement.

2.02 All Employer Contributions shall be paid into the Trust Fund.

2.03 Prior Participant Contributions and related investment earnings are held in the Trust Fund.

2.04 The Trust Fund shall be administered by the Trustee in accordance with the terms set forth in the Trust Agreement and in accordance with the Applicable Tax Legislation.

Moore Corporation Limited
Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	11

Article 3 — Participation and Enrolment

3.01 A Participant shall participate in the DPSP as at the later of the following dates:

(a) the date on which the Participant is eligible for Employer Contributions, i.e., on the date the Participant has one year of Service, or

(b) the date he becomes a Participant in the Savings Plan.

3.02 Notwithstanding the above, no Employee who is, or who is related to (within the meaning of the Applicable Tax Legislation), a Specified Shareholder of the Corporation or of a corporation which is related to (within the meaning of the Applicable Tax Legislation) the Corporation may become a participant in the DPSP.

Moore Corporation Limited
Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	12

Article 4 — Participant Contributions

4.01 Effective January 1, 1991 Participants may not make contributions to the DPSP.

Moore Corporation Limited
Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	13

Article 5 — Employer Contributions

5.01 Basic Matching Contribution for Employees

Effective January 1, 2001 the Employer shall contribute out of its profits to the DPSP on behalf of each Participant who is a Participant of the Savings Plan with one full year of service with the Employer, $.50 for each $1.00 of the Participant Basic Contribution (hereinafter referred to as the Basic Matching Contribution). Basic Matching Contributions shall be credited to Participant Accounts at the end of the month in which the Participant Basic Contributions are made.

5.02 Notwithstanding the foregoing provisions of this Article, total Employer Contributions to the DPSP in a Plan Year on behalf of a Participant may not exceed the lesser of the following limits under the Applicable Tax Legislation as they apply for the Plan Year in which the Employer Contributions are actually made:

(a)  ¹/2 of the money purchase limit for the Plan Year, and

(b) the lesser of:

(i) 18% of the Participant’s compensation, and

Moore Corporation Limited
Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	14

(ii) the money purchase limit for the year minus the Participant’s pension adjustment associated with the Retirement Income Plan for the Plan Year

as outlined in subsection 147(5.1) of the Income Tax Act (Canada) or any other applicable limits outlined in the Applicable Tax Legislation.

5.03 Any portion of a Participant’s Account in which he does not have a vested interest in accordance with Article 8 at the time of termination of employment shall be forfeited, and shall either be paid to the Employer or be applied to reduce Employer Contributions prior to December 31 of the Plan Year following the Plan Year in which the forfeiture occurred.

5.04 For greater certainty, no contribution shall be made to the DPSP other than Employer Contributions in accordance with this Article 5.

Moore Corporation Limited
Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	15

Article 6 — Investment Options

6.01 Investment Options

The following Investment Options are available:

(a) “Canadian Equity Fund” A fund invested in common stocks of established Canadian companies.

(b) “Diversified Fund” A fund invested in a mix of equities, bonds, and money market securities.

(c) “Moore Corporation Stock Fund” A fund invested in Moore Corporation Limited common stock. Effective November 1, 1999 this has been changed from a pooled fund to directly held shares of Moore Corporation common stock.

(d) “GIC Fund” A fund invested in three-year Guaranteed Investment Certificates. Effective November 1, 1999 this has been changed to directly held GIC Certificates in l year, 2 year, 3 year, 4 year or 5 year terms.

(e) “Global Equity Fund” A fund invested primarily in common stocks of companies outside of Canada.

Moore Corporation Limited
Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	16

(f) “Bond Fund” A fund invested in high quality bonds of the federal and provincial government and in corporate fixed income securities.

(g) “Money Market Fund” A fund invested in high quality short-term government and corporate securities, including Canadian treasury bills and commercial paper.

6.02 Allocation Among Funds

(a) Under the terms of the Savings Plan, a Participant must direct how his Participant contributions are to be allocated among the Investment Options. Contributions may be invested in any of the Investment Options or may be allocated among the Investment Options in multiples of 5%, subject to the foreign content limitation in compliance with the Income Tax Act (Canada) and Regulations thereto in the Global Equity Fund. Employer Contributions to the DPSP made after January 1, 1998 will be allocated in the same proportions.

(b) The allocation of Prior Participant Contributions and Employer Contributions among Investment Options must be made on the Appropriate Form. Subsequent changes may be made at any time, provided the Participant contacts the Trustee’s Customer Service via the call centre to provide direction of this transaction. Subject to paragraph (c), both past service contributions and future service contributions may be reallocated.

Moore Corporation Limited
Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	17

(c) Notwithstanding paragraph (b), Employer Basic Matching Contributions made on behalf of all Participants prior to January 1, 1998 were made to the Diversified Fund and may only be reallocated once they are vested in accordance with Article 8. Further, all Employer Supplementary Matching Contributions made prior to January 1, 1998 were invested in the Moore Corporation Stock Fund and may not be reallocated.

(d) For greater certainty, Prior Participant Contributions shall be invested in the Investment Options, and in the same proportions as other past service Participant contributions under the Savings Plan.

6.03 The income of an Investment Option arising from dividends, interest payments and all other distributions shall be reinvested in the same Investment Option. Dividends earned through investment in the Moore Corporation Stock Fund will be used to purchase additional Moore Corporation Limited common stock.

6.04 No part of the Trust Fund may be invested in notes, bonds, debentures, or similar obligations of the Corporation or another company with whom the Corporation does not deal at arm’s length (within the meaning of the Applicable Tax Legislation), or in shares of a company at least 50 percent of the property of which consists of such obligations.

Moore Corporation Limited
Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	18

Article 7 — Participant Accounts

7.01 A separate Participant Account shall be established with respect to each Investment Option to which Prior Participant Contributions and the Employer Contributions made on a Participant’s behalf are credited.

7.02 All income received, capital gains made and capital losses sustained by each Investment Option during a given Plan Year shall be allocated to the appropriate Participant Account during that year or within 90 days after the end of that year, unless they have been allocated in previous years.

7.03 Valuation of Accounts Other Than Those Established for Moore Corporation Stock Fund

(a) Amounts credited to a Participant Account by way of contributions and amounts credited or charged to a Participant Account by way of inter-Investment Option transfer, as referred to in Article 6.02, shall be used to purchase units or shares of the applicable Investment Options based on the next available Valuation Date.

(b) On each business day of the month, hereinafter referred to as the Valuation Date, each Participant Account shall be valued.

Moore Corporation Limited
Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	19

(c) The value of a Participant Account shall be equal, at any date, to the number of units or shares of each Investment Option multiplied by the applicable unit or share value at the Valuation Date coincident with or immediately preceding such date, plus or minus the amounts credited or charged to the account since that Valuation Date.

7.04 Valuation of Accounts Established for Moore Corporation Stock Fund

(a) In any month, the aggregate amount to be credited to Participant Accounts established for the Moore Corporation Stock Fund made up of contributions and transfers, shall be used to purchase shares of Moore Corporation Limited common stock. Once the dollar amount has been established, shares will be purchased within five business days following the receipt of all monthly contributions. A pro-rata number of shares, including fractions of shares, will be allocated to each individual Participant Account based on the corresponding dollar amounts credited or charged to such Participant Accounts.

(b) Brokerage fees for the purchase of shares in connection with paragraph (a) will be charged to Participant Accounts on a pro-rata basis.

(c) The dollar value of a Participant Account established with respect to the Moore Corporation Stock Fund on any date shall be equal to the then

Moore Corporation Limited
Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	20

current market value of Moore Corporation Limited common stock multiplied by the number of shares held in the Participant Account, plus or minus the amounts credited or charged to the account but not yet used to purchase or sell shares.

Moore Corporation Limited
Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	21

Article 8 — Vesting

8.01 Each Participant has a complete and a fully vested right in the value of his Prior Participant Contributions.

8.02 A Participant shall be fully vested in the value of the Employer Contributions after 24 month of participation in the Savings Plan.

8.03 Notwithstanding the foregoing provisions of this Article, Participants shall be fully vested in Employer Contributions

(a) in the event of the termination of the DPSP

(b) in the event of the partial termination of the DPSP (if such Participant is affected by such partial termination)

(c) in the event of the complete discontinuance of Employer Contributions to the DPSP

(d) upon the Participant’s Retirement, death or Disability.

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Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	22

Article 9 — Withdrawal Privileges

9.01 A Participant may withdraw the value of his Prior Participant Contributions and vested Employer Contributions to the DPSP, during his employment with the Employer, only under extraordinary circumstances as described in Article 11 of the Savings Plan. For greater certainty, loans to Employees or Beneficiaries are not permitted.

Moore Corporation Limited
Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	23

Article 10 — Termination and Suspension of Participation

10.01 Upon termination of employment or death of a Participant, his participation in the DPSP shall cease. The full vested value of his Participant Accounts shall be paid to the Participant or his Beneficiary, as applicable, pursuant to the provisions of Article 11 hereof. The full vested value of the Participant Accounts in the DPSP shall be payable no later than 90 days after the earlier of termination of employment or death.

10.02 Upon the Retirement of a Participant, he may elect one of the following options:

(a) cease participation in the DPSP in which case the full value of his Participant Accounts shall be paid in accordance with Article 11 hereof, or

(b) continue participation in the DPSP and receive the full value of his Participant Accounts in accordance with Article 11 at such later date as the Participant elects. No further Employer Contributions will be made to the DPSP after Retirement.

10.03 If a Participant suspends participation in the Savings Plan while remaining in the employment of the Company, his participation in the DPSP shall be suspended until the resumption of his participation in the Savings Plan or his termination of employment.

Moore Corporation Limited
Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	24

10.04 Notwithstanding the above, in any event, the full value of the Participant’s Accounts shall be paid out no later than within 90 days of the end of the calendar year in which the Participant attains age 69.

Moore Corporation Limited
Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	25

Article 11 — Payments of Benefits

11.01 Unless he elects otherwise pursuant to Article 11.02 or 11.03 hereof, a Participant shall be paid the full vested value of his Participant Accounts in cash, either in a lump sum payment or pursuant to an annuity contract purchased from an Insurance Company or a Trust Company, the guaranteed term, if any, of such annuity contract not to exceed 15 years as provided in Section 147 of the Income Tax Act (Canada). The portion of the Participant’s Accounts representing Prior Participant Contributions may not be applied to the purchase of the aforementioned annuity contract.

11.02 Subject to any Applicable Tax Legislation, a Participant may elect to transfer the lump sum payment provided in Article 11.01 to another plan duly registered under the Applicable Tax Legislation except the portion of the Participant’s Accounts representing Prior Participant Contributions.

11.03 Notwithstanding any other provision herein, if any distribution of a Participant’s Accounts includes amounts standing to such Participant’s credit in the Moore Corporation Stock Fund as set forth in Article 6.01, the Participant (or, in the event of the Participant’s death, his Beneficiary) may elect to receive the amount standing to the Participant’s credit in such Investment Option in whole shares of Corporation stock rather than cash, provided that a minimum number of shares of Corporation stock are then standing to the Participant’s credit in such Investment Fund. Any fractional shares shall be distributed in cash.

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Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	26

Article 12 — Amendment, Modification, Suspension Or Termination

12.01 Corporate Authority

The Corporation, by action of its Board of Directors, reserves the right at any time to amend, modify, suspend or terminate the DPSP, any contributions thereunder, the Trust Fund or any contract relating to the DPSP, in whole or in part and for any reason and without the consent of any Participant or Beneficiary, including the right to change the Fund Manager and the Trustee.

12.02 Limitations

A modification or an amendment or termination of the DPSP shall not

(a) retroactively impair any rights under the DPSP which any Participant or Beneficiary otherwise would have had at the date of such amendment or modification or termination of the DPSP, by reason of the contributions thereto made, except to such extent as may be necessary or appropriate to qualify or maintain the DPSP, and the Trust Fund and any contract forming a part of the DPSP, in accordance with the Income Tax Act (Canada) or

(b) make it possible for any part of the funds of the DPSP (other than such part as is required to pay taxes, if any, or administrative costs as

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Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	27

described in Article 13.02, and other than such part as represents forfeited amounts which may be paid to the Employer) to be used for or diverted to any purposes other than for the exclusive benefit of Participants and their Beneficiaries under the DPSP.

No merger or consolidation with, or transfer of assets or liabilities to, any other retirement savings plan, shall be made unless the benefit each Participant in this DPSP would receive if the plans were terminated immediately after such merger or consolidation, or transfer of assets and liabilities, would be at least as great as the benefit he would have received had the DPSP terminated immediately before such merger, consolidation or transfer.

12.03 Notice

Notice of any amendment, modification, suspension or termination of the DPSP shall be given by the Corporation to the Trustee and, in the case of any change which may adversely affect their interest their interests, to all Participants.

12.04 Termination of DPSP

Upon termination of the DPSP, the vested value of the Participant Accounts shall be paid in accordance with Article 11 hereof not more than 90 days after the date of such termination.

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Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	28

Article 13 — Administration and General Provisions

13.01 The Committee shall decide all matters of any nature whatsoever in connection with the administration, interpretation or application of the DPSP, the Trust Fund and any contracts related to the DPSP and the Committee’s decision shall be final and conclusive with respect to all questions, except on matters which affect the rights, duties, and responsibilities of the Trustee as set out in the Trust Agreement which shall be decided with the mutual agreement of the Trustee and the Committee.

13.02 All administrative costs of the DPSP, including any transaction expense incurred in connection with the operation of the Trust Fund or the Investment Options, shall be charged on a pro-rata basis to the Participant Accounts.

13.03 The Employer shall have no liability for payments under the DPSP except for the payment of Employer Contributions in accordance with Article 5. Participants and Beneficiaries shall look solely to the assets of the DPSP for any payments under the DPSP.

13.04 The Employer shall not be liable for;

(a) the investment performance of the Investment Options; or

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Deferred Profit Sharing Plan
Amended and Restated as of July 1, 2001	29

(b) matters relating to the limits under any section of the Applicable Tax Legislation; or

(c) compliance with foreign content rules under Applicable Tax Legislation.

13.05 No payment or distribution under the DPSP shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge and any attempt by anyone to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void.

13.06 The establishment of the DPSP shall not be construed as conferring any legal rights upon any Participant or any person for continuation of employment, nor shall it interfere with the rights of the Employer to discharge any Participant without regard to the effect which such action might have upon him as a Participant of the DPSP.

13.07 The Committee shall be entitled to rely on all certificates and reports furnished by the Trustee and upon all opinions given by any outside legal counsel chosen by the Committee, and the Committee shall not be liable in respect of any action taken or suffered by them in good faith in reliance upon the Trustee or any such counsel and all action so taken or suffered shall be conclusive upon each of them and upon any Participant, annuitant, Beneficiary and contingent annuitant.

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Deferred Profit Sharing Plan
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13.08 All Employer Contributions to the DPSP and all cash payments under the DPSP shall be payable in lawful currency of Canada.

13.09 In the event of conflict between the provisions of the DPSP and the provisions of the Savings Plan, the provisions of the DPSP shall prevail. In the event of conflict between the provisions of the DPSP and the provisions of the Trust Agreement, the provisions of the DPSP shall prevail.

13.10 Participation in the DPSP shall be construed as acceptance of, and agreement by the Participant to be bound by the terms and conditions of the DPSP.

13.11 No advantage, other than as provided for in the DPSP, that is conditional in any way on the existence of the DPSP, shall be extended to the Participant or to a person with whom the Participant was not dealing at arm’s length.

13.12 The Employer shall advise an Eligible Employee under the Savings Plan of the existence and of the general provisions of the DPSP. Every Participant shall receive a written explanation of the general provisions of the DPSP and of any amendments to it, together with an explanation of his rights and duties and any other prescribed information.

Moore Corporation Limited Deferred Profit Sharing Plan

Amendment No. 1

WHEREAS Moore Corporation Limited (the “Corporation”) maintains the Moore Corporation Limited Deferred Profit Sharing Plan (the “Plan”), which was originally effective January 1, 1986 and was most recently amended and restated as of July 1, 2001; and

WHEREAS in accordance with Article 12 of the Plan, the Corporation has the right to amend the Plan; and

WHEREAS the Corporation wishes to amend the Plan as of January 1, 2002;

NOW THEREFORE BE IT RESOLVED THAT, effective January 1, 2002

“1. Article 1.12 be modified as follows:

“Eligible Employee” shall mean all Employee as defined under Article 1.13.”

“2. Article 5.04 is renumbered 5.05.”

“3. Article 5.04 is added as follows:

Notwithstanding Articles 5.01 and 5.02, no Employer Contributions for high income earners, as determined in accordance with the rules of the Corporation, shall be made to the DPSP.”

“4. Article 8.02 be modified as follows:

Each Participant has a complete and fully vested right in the value of the Employer Contributions.”

“5. Article 8.03 is deleted.”

“6. Article 10.05 is added as follows:

For purposes of Article 10.01, a Participant who is transferred within the Employer to a location outside of Canada shall be considered as having terminated his employment with the Employer.”

Moore Corporation Limited Deferred Profit Sharing Plan

Amendment No. 1

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“7. Article 11.03 be modified as follows:

Notwithstanding any other provision herein, if any distribution of a Participant’s Accounts includes amounts standing to such Participant’s credit in the Moore Corporation Stock Fund as set forth in Article 6.01, the Participant (or, in the event of the Participant’s death, his Beneficiary) may elect to receive the amount standing to the Participant’s credit in such Investment Option in whole shares of Corporation stock rather than cash. Any fractional shares shall be distributed in cash.”

/s/ Illegible	August 12, 2002
Signature	Date
Executive Vice President, Treasurer
Title

MOORE WALLACE INCORPORATED

DEFERRED PROFIT SHARING PLAN

AMENDMENT NO.2

WHEREAS Moore Corporation Limited (the “Corporation”) established the Moore Corporation Limited Deferred Profit Sharing Plan (the “Plan”) effective January 1, 1986; and

WHEREAS in accordance with Article 12 of the Plan, the Corporation reserves the right at any time to amend the Plan; and

WHEREAS by Articles of Amendment dated May 15, 2003, the Corporation changed its name to Moore Wallace Incorporated (“Moore Wallace”); and

WHEREAS Moore Wallace and R.R. Donnelley & Sons Company (“R.R. Donnelley”) have entered into a combination agreement dated as of November 8, 2003 pursuant to which R.R. Donnelley has agreed to acquire all of the issued and outstanding common shares of Moore Wallace by offering holders of Moore Wallace common shares 0.63 of a share of R.R. Donnelley common stock for each Moore Wallace common share pursuant to a plan of arrangement (the “Arrangement”); and

WHEREAS one of the Investment Options made available to participants under the Plan is the purchase of Moore Wallace common shares and upon the completion of the Arrangement, all future investments under the Plan directed to the purchase of Moore Wallace common shares will be invested in shares of R.R. Donnelley common stock; and

WHEREAS in accordance with Article 12.01 of the Plan, Moore Wallace wishes to amend the Plan to reflect the change of name of the Corporation and the change in the Investment Option described above.

NOW THEREFORE BE IT RESOLVED THAT, the Plan is amended as follows:

1. Article 1.07 is deleted effective May 15, 2003 and replaced with the following:

“Corporation” means Moore Wallace Incorporated (known as Moore Corporation Limited before May 15, 2003) and any successor corporation, provided that reference to any action to be taken, approval to be given or power or discretion to be exercised by the Corporation shall refer to the Board of Directors or any officer or employee of the Corporation duly authorized by the Board of Directors in that behalf.

2. Article 1.09 is deleted effective May 15, 2003 and replaced with the following:

“Deferred Profit Sharing Plan” or “DPSP” means the Moore Wallace Incorporated Deferred Profit Sharing Plan registered under the Applicable Tax Legislation, as set forth herein and as amended from time to time.

3. Article 1.28 is deleted effective May 15, 2003 and replaced with the following:

“Retirement Income Plan” or “RIP” means the Retirement Income Plan of Moore Wallace Incorporated.

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4. Article 1.29 is deleted effective May 15, 2003 and replaced with the following:

“Savings Plan” means the Moore Wallace Incorporated Savings Plan, as amended from time to time.

5. Article 6.01 (c) is deleted upon the effective time of the Arrangement and replaced with the following:

“R.R. Donnelley & Sons Company Common Stock” Before November 1, 1999, this Investment Option, known then as the “Moore Corporation Stock Fund” was a fund invested in Moore Corporation Limited common stocks. Effective November 1, 1999, the Moore Corporation Stock Fund was changed from a pooled fund to directly held shares of Moore Corporation Limited common stock, which became Moore Wallace Incorporated common stock effective May 15, 2003. Pursuant to a plan of arrangement and, upon the effective time of the arrangement, in accordance with a combination agreement dated November 8, 2003 between Moore Wallace Incorporated and R.R. Donnelley & Sons Company, Moore Wallace Incorporated common stock held under the Plan shall be exchanged for shares of common stock of R.R. Donnelley & Sons Company.

6. Article 6.02(a) is amended upon the effective time of the Arrangement by deleting the second sentence and replacing it with the following:

“Contributions may be invested in any Investment Options or may be allocated among the Investment Options in multiples of 5%, subject to the limit on investment in foreign property described in Article 6.05.

7. Article 6.02(c) is amended upon the effective time of the Arrangement by deleting the words “and may not be reallocated” from the end of the second sentence.

8. Article 6.03 is deleted effective May 15, 2003 and replaced with the following:

The income of an Investment Option arising from dividends, interest payments and all other distributions shall be reinvested in same Investment Option. Dividends earned through investment in the Investment Option described in paragraph (c) of Article 6.01, however, will be used to purchase additional shares of such common stock.

9. Article 6.05 is added upon the effective time of the Arrangement as follows:

6.05 Re-balancing of Excess Foreign Property Investments

(a) Investments in the Global Equity Fund and in R.R. Donnelley & Sons Company Common Stock are foreign property, as defined in Applicable Tax Legislation (“Foreign Property”).

(b) The Trustee shall re-balance each Participant’s DPSP Accounts among the Investment Options for compliance with the Foreign Property investment limit prescribed under Applicable Tax Legislation (the “Foreign Property Limit”) as if the aggregate of the Participant’s DPSP Accounts were a separate plan or trust subject to the Foreign Property Limit. In the event the investments in a Participant’s DPSP Accounts exceed the Foreign Property Limit, the Trustee shall transfer sufficient amounts from the Investment Option(s) in the Participant’s DPSP Accounts that hold(s) such excess investments in

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Foreign Property to the remaining Investment Options selected by the Participant for the Participant’s DPSP Accounts.

(c) Any re-balancing under paragraph (b) above shall occur by reducing the investments in the Investment Option(s) that hold Foreign Property in proportion to the holdings in each such Investment Option and by increasing the investments and all other Investment Option(s) selected by the Participant in proportion to the holdings in each such other Investment Option.

10. The heading in respect of Article 7.03 is deleted upon the effective time of the Arrangement and replaced with the following:

Valuation of Accounts Other than Those Established for R.R. Donnelley & Sons Company Common Stock

11. The heading in respect of Article 7.04 is deleted upon the effective time of the Arrangement and replaced with the following:

Valuation of Accounts Established for R.R. Donnelley & Sons Company Common Stock

12. Article 7.04(a) is deleted upon the effective time of the Arrangement and replaced with the following:

In any month, the aggregate amount to be credited to Participant Accounts established for R.R. Donnelley & Sons Company Common Stock made up of contributions and transfers, shall be used to purchase shares of R.R. Donnelley & Sons Company common stock. Once the dollar amount has been established, shares will be purchased within five business days following the receipt of all monthly contributions. A pro-rata number of shares, including fractions of shares will be allocated to each individual Participant Account based on the corresponding dollar amounts credited or charged to such Participant Accounts.

13. Article 7.04(c) is deleted upon the effective time of the Arrangement and replaced with the following:

The dollar value of a Participant Account established with respect to shares of R.R. Donnelley & Sons Company Common Stock on any date shall be equal to the then current market value of R.R. Donnelley & Sons Company common stock multiplied by the number of shares held in the Participant Account, plus or minus the amounts credited or charged to the account but not yet used to purchase or sell shares.

14. Article 11.03 is deleted upon the effective time of the Arrangement and replaced with the following:

Notwithstanding any other provision herein, if any distribution of a Participant’s Accounts includes amounts invested in shares of R.R. Donnelley & Sons Company Common Stock as set forth in Article 6.01, the Participant (or, in the event of the Participant’s death, his Beneficiary) may elect to receive such amounts in whole shares of R.R. Donnelley & Sons Company common stock rather than cash. The value of any fractional shares will be paid in cash.

15. All other terms and conditions of the Plan shall remain unamended and in full force and effect.

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BE IT FURTHER RESOLVED THAT the chairman and one other member of the Management Pension Committee established to administer the Plan be, and they hereby are, authorized and directed to take any of the following actions:

(a) to execute and deliver, in the name and behalf of the Management Pension Committee or the Corporation, all documents, instruments and agreements and to take all such other action as may be appropriate and requisite for the purpose of carrying into effect the foregoing provisions of this Resolution including, without limitation, authority to make the necessary filings with the Registered Plans Directorate of the Canada Revenue Agency to ensure the approval of the Plan amendment and the continued registration of the Plan; and

(b) to further amend the Plan, on the advice of counsel advising in these matters, where such amendments are required to comply with legislation, rules, regulations and administrative polices and practices established by regulatory authorities having jurisdiction over the Plan or are requested by the trustee appointed for the Plan or are otherwise deemed appropriate in the circumstances, and to take any other action they may deem appropriate in connection with the foregoing in order to obtain the required regulatory approval.

DATED             2/27                , 2004

MOORE WALLACE INCORPORATED
By:	/s/ Heidi J. Marnoch
	Heidi J. Marnoch Chairman of Management Pension Committee
By:	/s/ Andrew B. Panega
	Name: Andrew B. Panega Title: SVP. Human Resources

EX-5.1

Exhibit 5.1

[LETTERHEAD OF SIDLEY AUSTIN BROWN & WOOD LLP]

March 3, 2004

R. R. Donnelley & Sons Company

77 West Wacker Drive

Chicago, Illinois 60601

Re: 22,000,000 Shares of Common Stock, Par Value $1.25 Per Share, and

22,000,000 Preferred Stock Purchase Rights Associated Therewith

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-8 (the “Registration Statement”) being filed by R. R. Donnelley & Sons Company, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 22,000,000 shares of common stock, par value $1.25 per share (the “Registered Shares”), of the Company, together with 22,000,000 preferred stock purchase rights (the “Rights”) associated therewith, to be issued upon the exercise of options evidenced by a certain option agreement, dated as of April 7, 2003 (the “2003 Option Agreement”), between Moore Wallace Incorporated, a corporation continued under the laws of Canada formerly known as Moore Corporation Limited (“Moore Wallace”), and James R. Sulat, upon the exercise of options evidenced by certain option agreements, dated as of April 18, 2002 (the “2002 Option Agreements” and, together with the 2003 Option Agreement, the “Option Agreements”), between Moore Wallace and each of Thomas Quinlan and Mark Hiltwein and under the Moore Wallace Incorporated 2003 Long Term Incentive Plan, Moore Corporation Limited 2001 Long Term Incentive Plan, Moore Corporation Limited 1999 Long Term Incentive Plan, Moore Corporation Limited Amended and Restated 1994 Long Term Incentive Plan, Moore Corporation Limited 1985 Long Term Incentive Plan (Restated December 1989), Wallace Computer Services, Inc. Director Retainer Fee Plan (Amended and Restated as of July 1, 2001), Moore Wallace North America, Inc. Savings Plan, The Nielsen Company Profit Sharing Retirement & 401(k) Plan, Moore Wallace Incorporated Employee Stock Purchase Plan and Moore Wallace Incorporated Savings Plan (Amended and Restated as of July 1, 2001) (collectively, the “Plans”). The terms of the Rights are set forth in the Rights Agreement, dated as of April 25, 1996 (the “Rights Agreement”), between the Company and EquiServe Trust Company, N.A., as successor to First Chicago Trust Company of New York, as rights agent.

R.R. Donnelley & Sons Company

March 3, 2004

Page 2

In rendering this opinion letter, we have examined and relied upon a copy of the Registration Statement and the exhibits filed therewith (including the Option Agreements and the Plans). We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of government officials and other instruments, and have examined such questions of law and have satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons and the conformity with the original documents of any copies thereof submitted to us for examination.

Based on the foregoing, and subject to the qualifications and limitations hereinafter set forth, we are of the opinion that:

1. The Company is a duly incorporated and validly existing corporation under the laws of the State of Delaware.

2. Each Registered Share that is newly issued under any Option Agreement or Plan will be legally issued, fully paid and nonassessable when (i) the Registration Statement shall have become effective under the Securities Act; (ii) such Registered Share shall have been duly issued and sold in the manner contemplated by such Option Agreement or Plan; and (iii) a certificate representing such Registered Share shall have been duly executed, countersigned and registered and duly delivered to the purchaser thereof upon payment of the agreed consideration therefor (not less than the par value thereof) in accordance with the terms of such Option Agreement or Plan.

3. The Right associated with each Registered Share referred to in paragraph 2 above will be validly issued when (i) the Registration Statement shall have become effective under the Securities Act; (ii) such Right shall have been duly issued in accordance with the terms of the Rights Agreement; and (iii) a certificate representing such Registered Share shall have been duly executed, countersigned and registered and duly delivered to the purchaser thereof upon payment of the agreed consideration therefor (not less than the par value thereof) in accordance with the terms of the applicable Option Agreement or Plan.

This opinion letter is limited to the General Corporation Law of the State of Delaware and the Securities Act.

We do not find it necessary for the purposes of this opinion letter to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states or the District of Columbia to the issuance or sale of the Registered Shares or the associated Rights.

R.R. Donnelley & Sons Company

March 3, 2004

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We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to all references to our Firm in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons for whom consent is required by Section 7 of the Securities Act or the related rules promulgated by the SEC thereunder.

Very truly yours,

/s/ Sidley Austin Brown & Wood LLP

Sidley Austin Brown & Wood LLP

EX-23.2

Exhibit 23.2

INDEPENDENT AUDITORS’ CONSENT

We consent to the use in this Registration Statement of R.R. Donnelley & Sons Company on this Form S-8 of our report dated February 18, 2004 related to the consolidated financial statements of R. R. Donnelley & Sons Company as of and for the year ended December 31, 2003 (which expressed an unqualified opinion and included an explanatory paragraph as to: (i) the Company’s changes in the composition of its reportable segments in 2002 and 2003; (ii) the Company’s change in its accounting for goodwill and intangible assets in 2002; and (iii) our audit of the transitional adjustments related to these changes reflected in the 2001 financial statements that were audited by other auditors who have ceased operations and for which we have expressed no opinion or other form of assurance other than with respect to such disclosures), appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP

Chicago, Illinois

March 3, 2004

EX-99.1

Exhibit 99.1

Moore Corporation Limited 1985             Long Term Incentive     Plan            

1 First Canadian Place

P.O. Box 78

Toronto, Canada M5X 1G5

Moore Corporation Limited 1985             Long Term Incentive     Plan            

	Table of contents	Page No.
	Section 1: General Provisions	1
1.1	Purpose	1
1.2	Administration	1
1.3	Selection for participation	1
1.4	Shares reserved	2
1.5	Withholding	2
1.6	Expenses	2
1.7	Non-exclusivity	3
1.8	Subsidiary	3
1.9	Amendment	3
1.10	Compliance with legislation	3
1.11	Effective date	4
	Section 2: Stock Options	4
2.1	Stock option grants	4
2.2	Option price	4
2.3	Exercise of options	5
2.4	Stock appreciation rights	6
	Section 3: Restricted stock awards	7
3.1	Restricted stock awards	7
3.2	Terms and conditions	7
	Section 4: Formula value shares	8
4.1	Formula value share awards	8
4.2	Form of award	8
	Section 5: Performance awards	8
5.1	Performance cycles	8
5.2	Participation	8
5.3	Performance units and performance goals	9
5.4	Determination of performance units earned by participants	9
5.5	Payment of performance awards	9
5.6	Transferability of interests	9
5.7	Termination of employment	10
Restated December 1989

Section 1: General provisions

1.1 Purpose

The purpose of the 1985 Long Term Incentive Plan (the “Plan”) of Moore Corporation Limited (herein called the “Corporation” and, together with its Subsidiaries, called “Moore”) for key employees of Moore is to advance the interests of Moore by (i) providing certain of its key employees with additional incentive; (ii) encouraging stock ownership by such employees; (iii) increasing their proprietary interest in the success of Moore; (iv) encouraging them to remain employees of Moore; and (v) attracting new key employees.

1.2 Administration

(a) The Plan shall be administered by the Management Resource Committee (the “Committee”) of the Board of Directors of the Corporation (the “Board”).

(b) Subject to the limitations of the Plan, the Committee shall have the authority: (i) to select from the regular, full-time salaried key employees of Moore (the “Employee” or “Employees”) those who shall participate in the Plan (the “Participant” or “Participants”); (ii) to make recommendations to the Board as to the form and amounts of grants and awards under the Plan which relate to the issue of shares of the Corporation or of a Subsidiary, and any limitations, restrictions and conditions upon such grants or awards; (iii) to determine the form and amounts of any Performance Awards under the Plan, save as provided in Section 5; (iv) to interpret the Plan and to adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the Plan as it shall from time to time deem advisable; and (v) to make all other determinations and to take all other actions in connection with the implementation and administration of the Plan as it may deem necessary or advisable or as the Board may direct. The Committee’s determinations on matters within its authority shall be conclusive and binding upon Moore and all other persons.

(c) All of the members of the Committee and a majority of the members of the Board participating in any decision under the Plan shall be Disinterested Persons as defined in applicable securities legislation.

1.3 Selection for participation

Participants shall be selected by the Committee from the Employees who occupy responsible managerial or professional positions and who have the capacity to contribute to the success of Moore. In making this selection and in making recommendations as to the form and amount of grants and awards, the Committee may give consideration to (i) the functions and responsibilities of the Employee; (ii) his or her past, present and potential contributions to the profitability and sound growth of Moore; (iii) the value of his or her services to Moore; and (iv) other factors deemed relevant by the Committee.

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1.4 Shares reserved

(a) All shares of the Corporation issued under the Plan shall be common shares without par value in the capital stock of the Corporation (“Common Shares”). On the recommendation of the Committee and after appropriate corporate action by the Subsidiary, the Board may authorize the issue of shares of the capital stock of a Subsidiary under the Plan to Participants employed by or otherwise associated with such Subsidiary.

The maximum number of Common Shares and other shares (collectively referred to as “shares”) which may be issued for all purposes under the Plan shall be three million (3,000,000), subject to adjustment as provided in paragraph (b).

Any shares subject to a stock option (an “Option”) which has been granted under the Plan and which for any reason is cancelled or terminated without having been exercised, or any shares issued under the Plan as Restricted Stock which are forfeited, shall again be available for grants and awards under the Plan. Shares subject to an Option which are not issued by reason of the exercise by the Participant of a Stock Appreciation Right in respect of such shares shall not be available for further grants or awards under the Plan. Shares surrendered by a Participant in payment of an option price shall not be available for issue under the Plan. No fractional shares shall be issued, and the Committee shall determine the manner in which fractional share value shall be treated.

(b) In the event of any change in the outstanding shares by reason of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares, or other corporate change, the Board shall make appropriate substitution or adjustment in (i) the number or kind of shares or other securities reserved for issuance pursuant to the Plan; (ii) the number and kind of shares subject to unexercised Options theretofore granted and in the option price of such shares; and (iii) the number and kind of shares of Restricted Stock; provided, however, that no substitution or adjustment shall obligate Moore to issue or sell fractional shares.

1.5 Withholding

Moore shall have the right to deduct from all amounts paid in cash any taxes required by law to be withheld. In the case of payments in the form of shares, the Participant shall be required to pay to the Corporation the amount of any taxes required to be withheld with respect to such shares, in lieu thereof, the Corporation shall have the right to retain, or sell without notice, a sufficient number of shares to cover the amount required to be withheld, or to withhold any such amount from the Participant’s salary.

1.6 Expenses

The expenses of the Plan shall be borne by Moore on such basis between participating corporations as the Board may determine.

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1.7 Non-exclusivity

Nothing contained herein shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval if required, and such arrangements may be either generally applicable or applicable only in specific cases.

1.8 Subsidiary

The term “Subsidiary” means any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation in which one or more of the corporations other than the last corporation in the unbroken chain together own stock possessing more than 50 percent of the total combined voting power of all classes of stock in each of the other corporations in such chain.

1.9 Amendment

(a) The Board may amend, suspend or terminate the Plan or any portion thereof at any time in accordance with applicable legislation, provided that no amendment shall be made without shareholder approval which shall (i) increase (except as provided in Section 1.4(b) hereof) the total number of shares reserved for issuance pursuant to the Plan; (ii) change the classes of Employees eligible to be Participants; or (iii) materially increase the benefits accruing to Participants in the Plan. No such amendment, suspension or termination shall alter or impair any right theretofore granted to any Participant without the consent of such Participant.

(b) With the consent of the Participant affected thereby, the Committee or the Board may amend or modify any outstanding Option, Stock Appreciation Right, award of Restricted Stock or of Formula Value Shares or Performance Award in any manner to the extent that the Committee or the Board, as the case may be, would have had the authority to initially grant such award as so modified or amended, including without limitation, to change the date or dates as of which (i) an Option becomes exercisable, (ii) the restrictions on shares of Restricted Stock are removed, or (iii) the Performance Award is to be determined or paid.

1.10 Compliance with legislation

The Board may postpone any exercise of any Option or any Stock Appreciation Right, or the issue of any shares pursuant to the Plan for such time as the Board in its discretion may deem necessary in order to permit Moore to effect or maintain registration of the Plan or the shares issuable pursuant thereto under the securities laws of any applicable jurisdiction, or to determine that such shares and the Plan are exempt from such registration. Moore shall not be obligated by any provision of the Plan or grant or award thereunder to sell or issue shares in violation of the law of any government having jurisdiction therein. In addition, Moore shall have no obligation to issue any shares pursuant to the Plan unless such shares shall have been duly listed, upon official notice of issuance, with each stock exchange on which such shares are listed for trading.

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1.11 Effective date

The Plan shall be effective on January 1, 1985 and shall expire on December 31, 1994; provided, however, that if the Plan is not approved by shareholders of the Corporation prior to June 30, 1985, the Plan and all Options and all grants and awards hereunder shall be null and void and shall be of no effect.

Section 2: Stock options

2.1 Stock option grants

Subject to the provisions of the Plan, the Board shall have the authority to determine the Participants to whom Options shall be granted, the number of shares to be covered by each Option, the conditions and limitations, if any, in addition to those set forth in Section 2.3 hereof, applicable to the exercise of an Option, including, without limitation, the nature and duration of the restrictions, if any, to be imposed upon the sale or other disposition of shares acquired upon exercise of the Option, and the nature of the events, if any, and the duration of the period in which any Participant’s rights in respect of shares acquired upon exercise of an Option may be forfeited. An Employee may receive Options on more than one occasion under the Plan. The Committee shall have the authority to grant Options as either Incentive Stock Options (“ISOs”) or Non-Qualified Stock Options (“NQSOs”) for purposes of United States income tax legislation. To the extent that any Option does not qualify as an ISO, it shall constitute a separate NQSO.

The aggregate Fair Market Value (determined as of the date each Option is granted) of the shares with respect to which any Participant may be granted ISOs in any calendar year (under all plans of the Corporation and any parent or subsidiary corporation) shall not exceed $100,000 plus any unused limit carryover to such year as defined in accordance with and permitted by Subsection (c)(4) of Section 422A of the United States Internal Revenue Code of 1954, as amended.

In the case of Common Shares, “Fair Market Value” means the average of the high and low prices at which such Shares are traded on the Toronto Stock Exchange on the date as of which it is to be determined hereunder, or if not traded on such date, the average of the closing bid and asked prices on such Exchange for that date. If such Exchange was not open for trading on that date, Fair Market Value shall be so determined by reference to the last preceding date on which the Exchange was open for trading. In the case of shares other than Common Shares, “Fair Market Value” has the same meaning if they are listed on any stock exchange and publicly traded, and otherwise means the value of such shares determined by the Board.

2.2 Option price

The Board shall establish the option price at the time each Option is granted, which shall in all cases be not less than 100% of the Fair Market Value of the shares covered by such Option at the date of grant. The option price shall be subject to adjustment in accordance with the provisions of Section 1.4(b) thereof.

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2.3 Exercise of options

(a) Options shall not be exercisable later than ten years after the date of grant.

(b) The Board may determine when any Option shall become exercisable and may determine that the Option shall be exercisable in installments, and may impose such other restrictions as it shall deem appropriate.

(c) To the extent required under applicable tax legislation, each Option granted hereunder as an ISO shall not be exercisable while a previously granted ISO granted to the Participant is outstanding, and each Option Agreement relating to an ISO shall so provide.

(d) Options shall not be transferable by the Participant otherwise than by will or the laws of descent and distribution, and shall be exercisable during the lifetime of a Participant only by the Participant and after death only by the Participant’s legal representative.

(e) Except as otherwise determined by the Committee: (i) in the event that a Participant ceases to be an employee for any reason other than death, retirement or disability, each of the Options held by the Participant (and all related Stock Appreciation Rights) shall cease to be exercisable after the date of termination of employment; (ii) in the event of termination of employment as a result of retirement or disability, all of the Participant’s Options shall be fully exercisable at any time within five years after the date of termination of employment, whether or not otherwise fully exercisable on that date but subject as hereinafter provided; (iii) in the event of termination of employment as a result of death, or in the event of the death of a Participant whose employment has previously terminated by reason of retirement or disability, all of the Participant’s Options shall be fully exercisable at any time within one year after the date of death, whether or not otherwise fully exercisable on that date. In any event, no option shall be exercisable after its stated termination date.

The terms “retirement” and “disability” shall be interpreted in accordance with the Moore retirement policies applicable to a Participant.

(f) Each Option shall be confirmed by an agreement (an “Option Agreement”) executed by the Corporation or the participating Subsidiary and by the Participant.

(g) The option price of each share as to which an Option is exercised shall be paid in full in cash at the time of such exercise, or, in the Participant’s discretion, in whole or in part in Common Shares already owned by the Participant, valued at Fair Market Value as of the date of exercise.

(h) Notwithstanding anything to the contrary contained herein, any Option granted pursuant to the Plan and still outstanding at the date of a change in control (“Change in Control”), as hereinafter defined, shall become fully exercisable as to all shares from and after the date of such Change in Control.

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A “Change in Control” shall be deemed to have occurred if: (i) any “person” (as defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”)) is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing 20% or more of the total voting power of the Corporation’s then outstanding voting securities, or (ii) there shall occur a change in the composition of a majority of the Corporation’s Board during any period of 24 consecutive months, which change shall not have been approved by a majority of the persons then surviving as directors who also comprised the Corporation’s Board immediately prior to the commencement of such period, or (iii) the Corporation’s shareholders approve a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation where the Corporation’s shareholders immediately prior to such merger or consolidation are the beneficial owners, immediately after such merger or consolidation, of at least 80% of the total voting power represented by the outstanding voting securities of the Corporation or of the entity surviving such merger or consolidation, or (iv) the Corporation’s shareholders approve a plan of complete liquidation of the Corporation or approve an agreement for the sale or disposition by the Corporation (in one transaction or a series of transactions) of all or substantially all of the assets of the Corporation.

2.4 Stock appreciation rights

(a) Subject to the provisions of the Plan, the Board may grant Stock Appreciation Rights in connection with the grant of any Option for Common Shares. Each Stock Appreciation Right shall be subject to such other terms and conditions as the Board shall determine. Any Stock Appreciation Rights shall be included in the agreement referred to in 2.3(f) hereof.

A Stock Appreciation Right means the right to transfer and surrender to the Corporation all or a portion of an Option in exchange for an amount equal to the difference between (i) the Fair Market Value, as of the date such Option or portion thereof is transferred and surrendered, of the Common Shares covered by such Option or portion thereof, and (ii) the aggregate exercise price of such Option or portion thereof, relating to such Shares.

(b) Stock Appreciation Rights shall be exercisable only at the same time, by the same persons and to the same extent that the Option related thereto is exercisable. A Stock Appreciation Right related to an Incentive Stock Option shall be exercisable only at a date when the Fair Market Value of a Common Share exceeds the option price per share. Upon exercise of any Stock Appreciation Right, the corresponding portion of the related Option shall be transferred and surrendered to the Corporation and cancelled.

Stock Appreciation Rights shall be automatically exercised at the end of the last business day prior to the stated expiration date of the unexercised portion of the related Option if on such date the Fair Market Value of a Common Share exceeds the option price.

(c) A Stock Appreciation Right shall be transferable only in the manner and to the extent that the related Option is transferable.

(d) Payment of the amount to which a Participant is entitled upon the exercise of a Stock Appreciation Right shall be made in cash unless the Committee in its sole discretion

6

determines prior to the date of exercise, that such payment will be made in Common Shares or any combination of cash and Common Shares. To the extent that payment is made in Common Shares, the shares shall be valued at their Fair Market Value on the date of exercise, and the value of fractional shares shall be paid in cash.

Section 3: Restricted stock awards

3.1 Restricted stock awards

The Board may in its discretion authorize the issue to any Participant of shares to which are attached restrictions as to ownership, resale or such other matters as the Board may determine (“Restricted Stock”). Subject to the provisions of the Plan, the Board shall have the authority to determine the number of shares of Restricted Stock to be awarded to each Participant, the duration of the period (the “Restricted Period”) during which, and the conditions under which, the Restricted Stock may be forfeited to the issuing corporation and the terms and conditions of the award in addition to those contained in Section 3.2. Such determinations shall be made by the Board at the time of the award but in no event shall the duration of the Restricted Period be less than two or more than seven years. An Employee may receive awards of Restricted Stock on more than one occasion under the Plan.

3.2 Terms and conditions

(a) Shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, except as herein provided, during the Restricted Period. Certificates issued in respect of shares of Restricted Stock shall be registered in the name of the Participant and deposited by him, together with a stock power endorsed in blank, with the issuing corporation. At the expiration of the Restricted Period, the issuing corporation shall deliver such certificates to the Participant, or his legal representative. The Committee may determine that any or all shares of Restricted Stock should be registered in the name of, or the certificates therefore held by, a trustee.

(b) Except as provided in subsection (a) hereof, during the Restricted Period the Participant shall have all the rights of a holder of the shares comprising the Restricted Stock, including but not limited to the rights to receive any dividends (or amounts equivalent to dividends) and to exercise any voting rights thereunder.

(c) In the event a Participant ceases to be an Employee upon the occurrence of his death, retirement or disability during the Restricted Period, the restrictions imposed hereunder shall, except as limited by the agreement referred to in (d) hereof, lapse with respect to such number of shares of Restricted Stock as shall be determined by the Committee with respect to each award, but in no event less than a number equal to the product of (i) a fraction the numerator of which is the number of completed months which have elapsed subsequent to the date of such award and the denominator of which is the number of months in the Restricted Period for such award, and (ii) the number of shares of Restricted Stock covered by such award. In the event a Participant ceases to be an Employee for any other reason during the Restricted Period, all shares of Restricted Stock shall thereupon be forfeited to the issuing corporation. All shares of Restricted Stock which are forfeited to the issuing corporation shall be deemed to have been acquired by it from the Participant for no consideration.

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(d) Each award shall be confirmed by an agreement executed by the Corporation or by the participating Subsidiary and by the Participant, which agreement shall expressly provide, inter alia, that the shares received thereunder and the disposition of said shares shall be subject to the provisions of all applicable securities and other legislation and, the terms and conditions applicable in the event the Participant is granted a leave of absence.

Section 4: Formula value shares

4.1 Formula value share awards

Subject to the provisions of the Plan, the Board may authorize the issue to Participants of Formula Value Shares, which are shares restricted as to transfer and which may only be sold by the Participant to the issuing corporation at a price derived from a formula determined by the Board in its absolute discretion at the time of award. Such formula may be based on the economic performance of Moore or any part thereof, including, but not limited to, the Corporation or a Subsidiary or any division or business unit thereof.

4.2 Form of award

Formula Value Shares may be issued to a Participant either directly or pursuant to the exercise of an Option therefore previously granted to such Participant by the Board. In either case, and in addition to the restrictions set forth in Section 4.1 hereof, the shares and the Option may be subject to such additional restrictions, terms and conditions (including in particular the basis on which they may be sold or transferred or be required to be sold or transferred to the issuing corporation) as the Board shall deem appropriate. Formula Value Shares may, but need not, be issued as Restricted Stock.

Section 5: Performance awards

5.1 Performance cycles

The Committee may select the number of years which will constitute the duration of each performance award period (“Performance Cycle”) for Moore or for the Corporation or a Subsidiary or any division or business unit thereof (a “designation business unit”). There may be more than one Performance Cycle in existence at any one time and the duration of Performance Cycles may differ from each other.

5.2 Participation

The Committee shall have sole and complete authority to determine the Employees who shall receive performance awards (“Performance Awards”) for each Performance Cycle.

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5.3 Performance units and performance goals

The Committee may contingently allot Performance Awards to Participants in the form of Performance Units, which shall be credited to an account to be maintained by the Corporation for each Participant. At the start of each Performance Cycle the Committee shall either establish the value of each Performance Unit to be contingently allotted during the Performance Cycle, and/or the manner in which such values shall be determined in the future.

The Committee shall have full and final authority to determine the number of Performance Units to be allotted to each Participant for a Performance Cycle and to establish performance goals and objectives for such Performance Cycle on the basis of such criteria, and to accomplish such objectives, as the Committee may for from time to time select.

During any Performance Cycle, the Committee shall have the authority to adjust the performance goals and objectives for such Cycle as it deems equitable in recognition of unusual or non-recurring events experienced by the Corporation during the Performance Cycle.

5.4 Determination of performance units earned by participants

The Committee shall determine the number of Performance Units contingently allotted to each Participant for the Performance Cycle which have been earned by the Participant on the basis of the financial performance of the designated business unit over the Performance Cycle, and over each year within the Performance Cycle, in relation to the performance goals and objectives for the Performance Cycle.

5.5 Payment of performance awards

Payment in respect of Performance Units earned by a Participant shall be made in cash after the end of the Performance Cycle; provided, however, that, in the discretion of the Board but subject to the provisions of Section 1.4 hereof, all or any part of any Performance Award may be paid in shares of equal value (determined on the basis of Fair Market Value and computed to the nearest full share) subject to such terms and conditions as the Board may determine, including, among others, restrictions on the right to transfer such shares; and provided, further, that, in the discretion of the Committee, the payment of a Performance Award may be deferred until the expiration of such period of time, or the fulfillment of such other conditions, upon such terms and conditions as the Committee shall specify at the time such payment is deferred or in accordance with a voluntary deferral arrangement established between the Corporation and the Participant. In the event of a deferral of payment of a Performance Award, the Committee may include provisions for forfeiture of the deferred payment.

5.6 Transferability of interests

The rights and interests of a Participant in a Performance Award may not be assigned or transferred except, in the event of the death of a Participant, by will or the laws of descent and distribution.

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5.7 Termination of employment

A Participant in the Performance Plan must be an Employee at the end of the Performance Cycle in order to be entitled to payment of a Performance Award in respect of such Performance Cycle; provided, however, that in the event the Participant ceases to be an Employee for any reason other than termination for cause or voluntary termination by the Employee prior to the end of such Performance Cycle, the Committee, in its discretion and taking into consideration the performance of such Participant and the financial performance of the designated business unit over the Performance Cycle, may authorize the payment to such Participant (or his beneficiary) at the end of the Performance Cycle of the Performance Award which would have been paid to the Participant for the Performance Cycle, or such portion thereof, if any, as the Committee may determine. Notwithstanding the foregoing, in the event of a Change in Control Moore shall pay to the Participant the amount the Participant would have received if the Performance Cycle(s) had terminated as of the date of the Change in Control.

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EX-99.2

Exhibit 99.2

Moore Corporation Limited Amended and Restated 1994 Long Term Incentive Plan

1 First Canadian Place

P.O. Box 78

Toronto, Canada M5X 1G5

Moore Corporation Limited Amended and Restated 1994 Long Term Incentive Plan

Table of Contents

			Page No.
	SECTION 1. GENERAL PROVISIONS
1.1.		Purpose	1
1.2.		Administration	1
1.3.		Participation	1
1.4.		Shares available	2
1.5.		Withholding	2
1.6.		Expenses	3
1.7.		Non-exclusivity	3
1.8.		Subsidiary	3
1.9.		Amendment	3
1.10.		Laws	4
1.11.		Effective date	4
	SECTION 2. STOCK OPTIONS
2.1.		Stock option grants	4
2.2.		Option price	5
2.3.		Exercise of options	5
2.4.		Stock appreciation rights	6
2.5.		Participant Not a Shareholder	7
	SECTION 3. RESTRICTED STOCK AWARDS
3.1.		Restricted stock awards	7
3.2.		Terms and Conditions	8

Section 1 General Provisions

1.1. Purpose

The purpose of the 1994 Long Term Incentive Plan, as amended, (the “Plan”) of Moore Corporation Limited (herein called the “Corporation” and, together with its Subsidiaries, called “Moore”) for key employees of Moore is to advance the interests of Moore by (i) providing certain of its key employees with additional incentive; (ii) encouraging stock ownership by such employees; (iii) increasing their proprietary interest in the success of Moore; (iv) encouraging them to remain employees of Moore; and (v) attracting new key employees.

1.2. Administration

(a) The Plan shall be administered by the Management Resource Committee (the “Committee”) of the Board of Directors of the Corporation (the “Board”).

(b) Subject to the limitations of the Plan, the Committee shall have the authority: (i) to select from the regular, full-time salaried key employees of Moore (the “Employee” or “Employees”) those who shall participate in the Plan (the “Participant” or “Participants”); (ii) to make recommendations to the Board as to the form and amounts of grants under the Plan which relate to the issue of shares of the Corporation, and any limitations, restrictions and conditions upon such grants, (iii) to interpret the Plan and to adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the Plan as it shall from time to time deem advisable; and (iv) to make all other determinations and to take all other actions in connection with the implementation and administration of the Plan as it may deem necessary or advisable or as the Board may direct. The Committee’s determinations on matters within its authority shall be conclusive and binding upon Moore and all other persons.

1.3. Participation

Participants shall be selected by the Committee from the Employees who occupy responsible managerial or professional positions and who have the capacity to contribute to the success of Moore. In making this selection and in making recommendations as to the form and amount of grants, the Committee may give consideration to (i) the functions and responsibilities of the Employee; (ii) his or her past, present and potential contributions to the profitability and growth of Moore; (iii) the value of his or her services to Moore; and (iv) other factors deemed relevant by the Committee.

Participation in the Plan is entirely voluntary. Participation does not constitute a condition of employment. Moore does not assume responsibility for the income and other tax consequences for the Participants, who are advised to consult with their own tax advisor.

1.4. Shares available

(a) All shares issued under the Plan shall be common shares without par value in the capital stock of the Corporation (“Common Shares”).

The maximum number of Common Shares which may be issued for all purposes under the Plan shall be five million five hundred thousand (5,500,000), subject to adjustment as provided in paragraph (b). The aggregate number of Common Shares reserved for issuance which may be issued to any one person under the Plan shall not exceed 5% of the outstanding Common Shares (on a non-diluted basis) less the aggregate number of Common Shares reserved for issuance to such person under any other employee stock option plan, options for services or employee stock purchase plans.

The aggregate number of Common Shares reserved for issuance under the Plan which may be issued to any Participant during any fiscal year of the Corporation during the term of the Plan shall not exceed three hundred thousand (300,000) Common Shares (subject to adjustment as provided in paragraph (b)) including a minimum of fifty thousand (50,000) shares of Restricted Stock which may be granted under this Plan in any fiscal year of the Corporation during the term of the Plan to any Participant (subject to adjustment as provided in paragraph (b)).

Any Common Shares subject to a stock option (an “Option”) which has been granted under the Plan and which for any reason is cancelled or terminated without having been exercised shall again be available for grants and awards under the Plan. Common Shares subject to an Option which are not issued by reason of the exercise by the Participant of a Stock Appreciation Right in respect of such shares shall not be available for further grants or awards under the Plan, nor shall any shares issued under the Plan as Restricted Stock which are forfeited. No fractional shares shall be issued, and the Committee shall determine the manner in which fractional share values shall be treated.

(b) In the event of any change in the number of outstanding Common Shares by reason of any stock dividend or split, recapitalization, reorganization, merger, amalgamation, consolidation, combination or exchange of shares, or other similar corporate change, the Board shall make appropriate substitution or adjustment in (i) the number or kind of shares or other securities reserved for issuance pursuant to the Plan; and (ii) the number and kind of shares subject to unexercised Options theretofore granted and in the option price of such shares; and (iii) the number and kind of shares of Restricted Stock; provided, however, that no substitution or adjustment shall obligate Moore to issue or sell fractional shares.

1.5. Withholding

Moore shall have the right to deduct from all amounts paid in cash any taxes required by law to be withheld. In the case of payments in the form of Common Shares, the Participant shall be required to pay to the Corporation the amount of any taxes required to be

2

withheld with respect to such shares; in lieu thereof, the Corporation shall have the right to retain, or sell without notice, a sufficient number of shares to cover the amount required to be withheld, or to withhold any such amount from the Participant’s salary.

1.6. Expenses

The expenses of the Plan shall be borne by Moore.

1.7. Non-exclusivity

Nothing contained herein shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval if required, and such arrangements may be either generally applicable or applicable only in specific cases.

1.8. Subsidiary

The term “subsidiary” means, with respect to the Corporation, any corporation of which at least a majority of the voting shares are at the time, directly or indirectly, owned by the Corporation, and includes any corporation in like relationship to a Subsidiary.

1.9. Amendment

The Board may amend, suspend or terminate the Plan or any portion thereof at any time in accordance with applicable legislation and subject to regulatory approval, provided that no amendment shall be made without shareholder approval which shall (i) increase (except as provided in Section 1.4(b) hereof) the maximum total number of shares which may be issued pursuant to the Plan; (ii) change the class of Employees eligible to be Participants; or (iii) increase the benefits accruing to Participants in the Plan. No such amendment, suspension or termination shall alter or impair any right theretofore granted to any Participant without the consent of such Participant.

With the consent of the Participant affected thereby and subject to regulatory approval, the Committee or the Board may amend or modify any outstanding Option, Stock Appreciation Right, or award of Restricted Stock in any manner to the extent that the Committee or the Board, as the case may be, would have had the authority to initially make such grant as so modified or amended, including without limitation, to change the date or dates as of which an Option becomes exercisable or the restrictions on shares of Restricted Stock are removed.

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1.10. Laws

The Plan and all matters to which reference is made herein shall be governed by and construed in accordance with the laws of the Province of Ontario, and the laws of Canada applicable therein.

The Board may postpone any exercise of any Option or any Stock Appreciation Right, or the issue of any Common Shares pursuant to the Plan for such time as the Board in its discretion may deem necessary in order to permit Moore to effect or maintain registration of the Plan or the Common Shares issuable pursuant thereto under the securities laws of any applicable jurisdiction, or to determine that such shares and the Plan are exempt from such registration. Moore shall not be obligated by any provision of the plan or grant or award thereunder to sell or issue shares in violation of the law of any government having jurisdiction therein. In addition, Moore shall have no obligation to issue any Common Shares pursuant to the Plan unless such shares shall have been duly listed, upon official notice of issuance, with each stock exchange on which such shares are listed for trading.

1.11. Effective date

The Plan shall be effective on February 16, 1994 and shall expire on December 31, 1998, provided, however, that if the Plan is not approved by shareholders of the Corporation prior to June 30, 1994, the Plan and all Options and all grants hereunder shall be null and void and shall be of no effect.

Section 2 Stock Options

2.1. Stock option grants

Subject to the provisions hereof, the Board shall have the authority to determine the Participants to whom Options shall be granted, the number of Common Shares to be covered by each Option, the conditions and limitations, if any, in addition to those set forth in Section 2.3 hereof, applicable to the exercise of an Option, including, without limitation, the nature and duration of the restrictions, if any, to be imposed upon the sale or other disposition of Common Shares acquired upon exercise of the Option, and the nature of the events, if any, and the duration of the period in which any Participant’s rights in respect of Common Shares acquired upon exercise of an Option may be forfeited. An Employee may receive Options on more than one occasion under the Plan. The Committee shall have the authority to grant Options as either Incentive Stock Options (“ISOs”) or Non-Qualified Stock Options (“NQSOs”) for purposes of United States income tax legislation. To the extent that any Option does not qualify as an ISO, it shall constitute a separate NQSO.

4

To the extent that the aggregate Fair Market Value of shares with respect to which Options designated as ISOs are exercisable for the first time by any Participant during any year (under all plans of the Corporation and any parent or subsidiary corporation thereof) exceeds US$100,000, such Options shall be treated as not being ISOs. The foregoing shall be applied by, taking Options into account in the order in which they were granted. For the purposes of the foregoing, the Fair Market Value of any Common Share shall be determined as of the time the Option with respect to such share is granted. In the event the foregoing results in a portion of an Option designated as an ISO exceeding the above US$100,000 limitation, only such excess shall be treated as not being an ISO.

“Fair Market Value” means the average of the high and low prices at which Common Shares are traded on The Toronto Stock Exchange at the close of business on the trading day preceding the date of grant, or if not traded on such date, the average of the closing bid and asked prices on such exchange for that date. If such exchange was not open for trading on that date, Fair Market Value shall be so determined by reference to the last preceding date on which the exchange was open for trading.

2.2. Option price

The Board shall establish the option price at the time each Option is granted, which shall in all cases be not less than 100% of the Fair Market Value of the shares covered by such Option. The option price shall be subject to adjustment in accordance with the provisions of Section 1.4(b) thereof.

2.3. Exercise of options

(a) Options shall not be exercisable later than ten years after the date of grant.

(b) The Board may determine when any Option shall become exercisable and may determine that the Option shall be exercisable in installments, and may impose such other restrictions as it shall deem appropriate.

(c) Options shall not be transferable or assignable by the Participant otherwise than by will or the laws of descent and distribution, and shall be exercisable during the lifetime of a Participant only by the Participant and after death only by the Participant’s legal representative.

(d) Except as otherwise determined by the Committee: (i) in the event that a Participant ceases to be an employee for any reason other than death, retirement or disability, each of the Options held by the Participant (and all related Stock Appreciation Rights) shall cease to be exercisable after the date of termination of employment; (ii) the event of termination of employment as a result of retirement or disability, all of the Participant’s Options shall thereupon become fully exercisable and remain exercisable within five years after the date of termination of employment, whether or not otherwise fully exercisable on that date but subject as herein

5

provided; (iii) in the event of termination of employment as a result of death, or in the event of the death of a Participant whose employment has previously terminated by reason of retirement or disability, all of the Participant’s Options shall thereupon become exercisable and remain exercisable within one year after the date of death, whether or not otherwise fully exercisable on that date. In any event, no option shall be exercisable after its stated termination date.

The terms “retirement” and “disability” shall be interpreted in accordance with the Moore retirement policies applicable to a Participant.

(e) Each Option shall be confirmed by an agreement (an “Option Agreement”) executed by Moore and by the Participant.

(f) The option price of each Common Share as to which an Option is exercised shall be paid in full in cash at the time of such exercise.

(g) Notwithstanding anything to the contrary contained herein, any Option granted pursuant to the Plan and still outstanding at the date of a change in control (“Change in Control”), as hereinafter defined, shall become fully exercisable as to all shares from and after the date of such Change in Control.

A “Change in Control” shall be deemed to have occurred if: (i) any “person” (as defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”)) is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing 20% or more of the total voting power of the Corporation’s then outstanding voting securities, or (ii) there shall occur a change in the composition of a majority of the Corporation’s Board during any period of 24 consecutive months, which change shall not have been approved by a majority of the persons then surviving as directors who also comprised the Corporation’s Board immediately prior to the commencement of such period, or (iii) the Corporation’s shareholders approve a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation where the Corporation’s shareholders immediately prior to such merger or consolidation are the beneficial owners, immediately after such merger or consolidation, of at least 80% of the total voting power represented by the outstanding voting securities of the Corporation or of the entity surviving such merger or consolidation, or (iv) the Corporation’s shareholders approve a plan of complete liquidation of the Corporation or approve an agreement for the sale or disposition by the Corporation (in one transaction or a series of transactions) of all or substantially all of the assets of the Corporation.

2.4. Stock appreciation rights

(a) Subject to the provisions of the Plan, the Board may grant Stock Appreciation Rights in connection with the grant of any Option for shares. Each Stock Appreciation Right shall be subject to such other terms and conditions as the Board shall determine. In general, the grant of Stock Appreciation Rights shall be considered appropriate for certain international executives. Any Stock Appreciation Rights shall be included in the agreement referred to in 2.3(e) hereof.

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A Stock Appreciation Right means the right to surrender to the Corporation all or a portion of an Option in exchange for an amount equal to the excess, if any, of (i) the Fair Market Value, as of the date such Option or portion thereof is transferred and surrendered, of the Common Shares covered by such Option or portion thereof, and (ii) the aggregate exercise price of such Option or portion thereof, relating to such shares.

(b) Stock Appreciation Rights shall be exercisable only at the same time, by the same persons and to the same extent that the Option related thereto is exercisable. A Stock Appreciation Right related to an Incentive Stock Option shall be exercisable only at a date when the Fair Market Value of a share exceeds the option price per share. Upon exercise of any Stock Appreciation Right, the corresponding portion of the related Option shall be surrendered to the Corporation and cancelled.

Stock Appreciation Rights shall be automatically exercised at the end of the last business day prior to the stated expiration date of the unexercised portion of the related Option if on such date the Fair Market Value of a share exceeds the option price.

(c) A Stock Appreciation Right shall be transferable, other than in the case of a transfer to the Corporation, only in the manner and to the extent that the related Option is transferable.

(d) Payment of the amount to which a Participant is entitled upon the exercise of a Stock Appreciation Right shall be made in cash.

2.5. Participant Not a Shareholder

A Participant shall have no rights as a shareholder of the Corporation with respect to any Stock Appreciation Rights, or with respect to any Common Shares covered by any Option until such time as and to the extent only that such option has been exercised.

Section 3 Restricted Stock Awards

3.1. Restricted stock awards

The Board may in its discretion authorize the issue to any Participant of shares to which are attached restrictions as to ownership, resale or such other matters as the Board may determine (“Restricted Stock”). Subject to the provisions of the Plan, the Board shall have the authority to determine the number of shares of Restricted Stock to be awarded to each Participant, the duration of the period (the “Restricted Period”) during which, and the conditions

7

under which, the Restricted Stock may be forfeited to the Corporation and the terms and conditions of the award in addition to those contained in Section 3.2. Such determinations shall be made by the Board at the time of the award but in no event shall the duration of the Restricted Period be less than two or more than seven years. The price of any issued Restricted Stock shall be the Fair Market Value. An Employee may receive awards of Restricted Stock on more than one occasion under the Plan.

3.2. Terms and Conditions

(a) Shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, except as herein provided, during the Restricted Period. Certificates issued in respect of shares of Restricted Stock shall be registered in the name of the Participant and deposited by him, together with a stock power endorsed in blank, with the Corporation. At the expiration of the Restricted Period, the Corporation shall deliver such certificates to the Participant, or his legal representative. The Committee may determine that any or all shares of Restricted Stock should be registered in the name of, or the certificates therefor held by, a trustee.

(b) Except as provided in subsection (a) hereof, during the Restricted Period the Participant shall have all the rights of a holder of the shares comprising the Restricted Stock, including but not limited to the rights to receive any dividends (or amounts equivalent to dividends) and to exercise any voting rights thereunder.

(c) In the event a Participant ceases to be an Employee upon the occurrence of his or her death, retirement or disability during the Restricted Period, the restrictions imposed hereunder shall, except as limited by the agreement referred to in (d) hereof, lapse with respect to such number of shares of Restricted Stock as shall be determined by the Committee with respect to each award, but in no event less than a number equal to the product of (i) a fraction the numerator of which is the number of completed months which have elapsed subsequent to the date of such award and the denominator of which is the number of months in the Restricted Period for such award, and (ii) the number of shares of Restricted Stock covered by such award. In the event a Participant ceases to be an Employee for any other reason during the Restricted Period, all shares of Restricted Stock shall thereupon be forfeited to the Corporation. All shares of Restricted Stock which are forfeited to the Corporation shall be deemed to have been acquired by it from the Participant for no consideration.

(d) Each award shall be confirmed by an agreement executed by the Corporation and by the Participant, which agreement shall expressly provide, inter alia, that the shares received thereunder and the disposition of said shares shall be subject to the provisions of all applicable securities and other legislation and, the terms and conditions applicable in the event the Participant is granted a leave of absence.

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EX-99.3

Exhibit 99.3

Moore Corporation Limited

1999 Long Term Incentive Plan

1 First Canadian Place

P.O. Box 78

Toronto, Canada M5X 1G5

Moore Corporation Limited

1999 Long Term Incentive Plan

Table of Contents

		Page No.
SECTION 1. GENERAL PROVISIONS		1
1.1.	Purpose	1
1.2.	Administration	1
1.3.	Participation	1
1.4.	Shares Available	2
1.5.	Withholding	3
1.6.	Expenses	3
1.7.	Non-exclusivity	3
1.8.	Subsidiary	3
1.9.	Amendment	3
1.10.	Laws	4
1.11.	Effective Date	4
SECTION 2. STOCK OPTIONS		5
2.1.	Stock Option Grants	5
2.2.	Option Price	6
2.3.	Exercise of Options	6
2.4.	Participant Not a Shareholder	7
SECTION 3. RESTRICTED STOCK AWARDS		7
3.1.	Restricted Stock Awards	7
3.2.	Terms and Conditions	8
SECTION 4. SPECIAL STOCK AWARDS		9
4.1.	Special Stock Award Grants	9
4.2.	Foreign Grants	9
APPENDIX A		A-1
APPENDIX B		B-1

Section 1. General Provisions

1.1. Purpose

The purpose of the Moore Corporation Limited 1999 Long Term Incentive Plan (the “Plan”) is to advance the interests of Moore Corporation Limited (the “Corporation” and, together with its Subsidiaries, “Moore”) by (i) providing certain of its key employees with additional incentive; (ii) encouraging stock ownership by such employees; (iii) increasing their proprietary interest in the success of Moore; (iv) encouraging them to remain employees of Moore; and (v) attracting new key employees.

1.2. Administration

(a) The Plan shall be administered by the Management Resource Committee (the “Committee”) of the Board of Directors of the Corporation (the “Board”).

(b) Subject to the limitations of the Plan, the Committee shall have the authority: (i) to select from the regular, full-time salaried key employees of Moore (the “Employee” or “Employees”) those who shall participate in the Plan (the “Participant” or “Participants”); (ii) to make grants under the Plan, subject to ratification of any grants by the Board, which relate to the issue of shares of the Corporation, and any limitations, restrictions and conditions upon such grants; (iii) to interpret the Plan and to adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the Plan as it shall from time to time deem advisable, including, without limitation, special guidelines and provisions for persons who are residing in, or subject to, the taxes of, differing countries; and (iv) to make all other determinations and to take all other actions in connection with the implementation and administration of the Plan as it may deem necessary or advisable or as the Board may direct. The Committee’s determinations on matters within its authority shall be conclusive and binding upon Moore and all other persons.

The Corporation, the Board or the Committee may consult with professional advisors, including, without limitation, legal counsel, who may be counsel for the Corporation or other counsel, with respect to its obligations or duties hereunder, or with respect to any action or proceeding or any question of law, and shall not be liable with respect to any action taken or omitted by it in good faith pursuant to the advice of such counsel.

1.3. Participation

Participants shall be selected by the Committee from the Employees. In making this selection and in making decisions as to the form and amount of grants, the Committee may give consideration to (i) the functions and responsibilities of the Employee; (ii) his or her past, present and potential contributions to the profitability and growth of Moore; (iii) the value of his or her services to Moore; and (iv) other factors deemed relevant by the Committee.

Participation in the Plan is entirely voluntary. Neither this Plan nor the grant of any award hereunder shall give any Participant or other Employee any right with respect to continuance of employment by Moore, nor shall they be a limitation in any way on the right of Moore to terminate his or her employment at any time. Moore does not assume responsibility for the income and other tax consequences for the Participants, who are advised to consult with their own tax advisors.

1.4. Shares Available

(a) All shares issued under the Plan shall be common shares without par value in the capital stock of the Corporation (“Common Shares”).

The maximum aggregate number of Common Shares which may be issued for all purposes under the Plan shall be two million six hundred thousand (2,600,000), subject to adjustment as provided in paragraph (b). The aggregate number of Common Shares reserved for issuance which may be issued to any one person under the Plan shall not exceed 5% of the outstanding Common Shares of the Corporation (on a non-diluted basis) less the aggregate number of Common Shares reserved for issuance to such person under any other employee stock option plan, options for services or employee stock purchase plans. The total number of restricted stock awards (“Restricted Stock”) and Special Stock Awards which may be granted in any fiscal year and during the term of the Plan may not exceed the lesser of one percent of the total outstanding capital of the Corporation and 880,000 Common Shares.

Subject to the provisions of the prior paragraph, the maximum number of Common Shares subject to a stock option (an “Option”) which may be granted to any Participant during any fiscal year of the Corporation during the term of the Plan shall not exceed five hundred thousand (500,000) Common Shares (subject to adjustment as provided in paragraph (b)). The maximum number of Common Shares subject to an award of Restricted Stock which may be granted to any Participant during any fiscal year of the Corporation during the term of the Plan shall not exceed one hundred thousand (100,000) Common Shares (subject to adjustment as provided in paragraph (b)). The limits set forth in this paragraph are not individual limits on the number of Common Shares subject to Special Stock Awards which may be granted hereunder; awards of Special Stock Awards are only subject to the overall maximum limits set forth in the prior paragraph.

Any Common Shares subject to an Option which has been granted under the Plan and which for any reason is cancelled or terminated without having been exercised in full shall again be available for grants and awards under the Plan. Common Shares issued under the Plan as Restricted Stock which is forfeited for any reason prior to vesting shall not be available for further grants or awards under the Plan. No fractional shares shall be issued, and the Committee shall determine the manner in which fractional share values shall be treated.

(b) In the event of any change in the number of outstanding Common Shares by reason of any stock dividend or split, recapitalization, reorganization, merger, amalgamation, consolidation, combination or exchange of shares, or other similar corporate change, the Committee shall make appropriate substitution or adjustment in (i) the number or kind of shares or other securities reserved for issuance pursuant to the Plan; and (ii) the number and kind of shares subject to unexercised Options theretofore granted and in the option price of such shares; and (iii) the number and kind of shares of Restricted Stock and Special Stock Awards; provided, however, that no substitution or adjustment shall obligate Moore to issue or sell fractional shares. The Committee may, in its sole discretion, pay cash in lieu of any fractional Common Shares in

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settlement of awards under the Plan. Notice of any adjustment shall be given by the Committee to each Participant whose award under the Plan has been adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the Plan.

1.5. Withholding

Moore shall have the right to deduct from all amounts paid in cash, or to otherwise require, prior to the issuance or delivery of any Common Shares payment by the Participant of any taxes required by law to be withheld. In the case of payments in the form of Common Shares, the Participant shall be required to pay to the Corporation the amount of any taxes required to be withheld with respect to such shares; in lieu thereof, the Corporation shall have the right to retain, or sell without notice or to permit the Participant to elect to have the Corporation retain or sell, a sufficient number of shares to cover the amount required to be withheld, or to withhold any such amount from the Participant’s salary. The Committee, in its sole discretion, may authorize that any such withholding obligation with regard to any Participant may also be satisfied by delivering Common Shares already owned. Any fraction of a Common Share required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in cash by the Participant.

1.6. Expenses

The expenses of administering the Plan by Moore shall be borne by Moore.

1.7. Non-exclusivity

Nothing contained herein shall prevent the Corporation, the Board or the Committee from adopting other or additional compensation arrangements, subject to regulatory and shareholder approval if required, and such arrangements may be either generally applicable or applicable only in specific cases. No award under this Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of Moore nor affect any benefits under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation, except as specifically provided in any such plan.

1.8. Subsidiary

The term “Subsidiary” means, with respect to the Corporation, any corporation of which at least a majority of the voting shares are at the time, directly or indirectly, owned by the Corporation, and includes any corporation in like relationship to a Subsidiary.

1.9. Amendment

The Board may amend, suspend or terminate the Plan or any portion thereof at any time in accordance with applicable legislation and subject to regulatory approval, provided that no amendment shall be made without shareholder approval which shall (i) increase (except as provided in Section 1.4(b) hereof) the maximum aggregate number of shares which may be issued pursuant to the Plan; (ii) increase the maximum individual Participant limitations for a fiscal year; (iii) change the class of Employees eligible to be Participants; (iv) decrease the minimum option price of any Stock Option; (v) extend the maximum option period; or (vi)

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increase the benefits accruing to Participants in the Plan. No such amendment, suspension or termination shall alter or impair any right theretofore granted to any Participant without the consent of such Participant. In no event may any portion of the Plan intended to satisfy the requirements of: (i) the performance-based exception under Section 162(m) of the United States Internal Revenue Code of 1986, as amended (the “Code”) or (ii) Section 422 of the Code be amended without shareholder approval if such amendment without shareholder approval would cause such portion of the Plan to fail to satisfy the requirements of such exception or such Section, as the case may be.

With the consent of the Participant affected thereby and subject to regulatory approval, the Committee or the Board may amend or modify any outstanding Option, award of Restricted Stock or Special Stock Award (collectively, “Awards”) in any manner to the extent that the Committee or the Board, as the case may be, would have had the authority to initially make such grant as so modified or amended, including without limitation, to change the date or dates as of which an Option becomes exercisable or the restrictions on shares of Restricted Stock are removed. No action may be taken pursuant to this paragraph which would result in an Award intended to satisfy the requirements of Section 162(m) of the Code to fail to satisfy any such requirements.

1.10. Laws

The Plan and all matters to which reference is made herein shall be governed by and construed in accordance with the laws of the Province of Ontario, and the laws of Canada applicable therein.

The Committee may postpone any exercise of any Option or the issue of any Common Shares pursuant to the Plan for such time as the Committee in its discretion may deem necessary in order to permit Moore to effect or maintain registration of the Plan or the Common Shares issuable pursuant thereto under the securities laws of any applicable jurisdiction, or to determine that such shares and the Plan are exempt from such registration. Moore shall not be obligated by any provision of the Plan or grant or award thereunder to sell or issue shares in violation of the law of any government having jurisdiction therein. In addition, Moore shall have no obligation to issue any Common Shares pursuant to the Plan unless such shares shall have been duly listed, upon official notice of issuance, with each stock exchange on which such shares are listed for trading.

1.11. Effective Date

The Plan shall be effective on February 17, 1999 and shall expire on February 16, 2001, provided, however, that if the Plan is not approved by shareholders of the Corporation prior to December 31, 1999, the Plan and all Options and all grants hereunder shall be null and void and shall be of no effect.

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Section 2. Stock Options

2.1. Stock Option Grants

Subject to the provisions hereof, the Committee, subject to ratification by the Board, shall have the authority to determine the Participants to whom Options shall be granted, the number of Common Shares to be covered by each Option, the conditions and limitations, if any, in addition to those set forth in Section 2.3 hereof, applicable to the exercise of an Option, including, without limitation, the nature and duration of the restrictions, if any, to be imposed upon the sale or other disposition of Common Shares acquired upon exercise of the Option, and the nature of the events, if any, and the duration of the period in which any Participant’s rights in respect of Common Shares acquired upon exercise of an Option may be forfeited. An Employee may receive Options on more than one occasion under the Plan. The Committee shall have the authority to grant Options as either Incentive Stock Options (“ISOs”) or Non-Qualified Stock Options (“NQSOs”) for purposes of United States income tax legislation. To the extent that any Option does not qualify as an ISO (whether because of its provisions or the time and manner of its exercise or otherwise), it shall constitute a separate NQSO.

To the extent that the aggregate Fair Market Value of shares with respect to which Options designated as ISOs are exercisable for the first time by any Participant during any year (under all plans of the Corporation and any parent or subsidiary corporation (as such terms are defined in Section 424 of the Code) thereof) exceeds US$100,000, such Options shall be treated as not being ISOs. The foregoing shall be applied by taking Options into account in the order in which they were granted. For the purposes of the foregoing, the Fair Market Value of any Common Share shall be determined as of the time the Option with respect to such share is granted. In the event the foregoing results in a portion of an Option designated as an ISO exceeding the above US$100,000 limitation, only such excess shall be treated as not being an ISO. In addition, if an Employee does not remain employed by the Corporation, any subsidiary or any parent at all times from the time an ISO is granted until 3 months prior to the date of exercise thereof (or such other period as required by applicable law), such Option shall be treated as a NQSO. Should any provision of this Plan not be necessary in order for the Options to qualify as ISOs, or should any additional provisions be required, the Committee may amend this Plan accordingly, without the necessity of obtaining the approval of the shareholders of the Corporation.

“Fair Market Value” means the average of the high and low prices at which Common Shares are traded in board lots on The Toronto Stock Exchange at the close of business on the trading day preceding the date of grant, or if not traded on such date, the average of the closing bid and asked prices on such exchange for that date. If such exchange was not open for trading on that date, Fair Market Value shall be so determined by reference to the last preceding date on which the exchange was open for trading. If the Common Shares are not traded on The Toronto Stock Exchange but are otherwise publicly traded, the Committee shall determine in good faith a method for determining “Fair Market Value.” If the Common Shares are not publicly traded, “Fair Market Value” means the price for Common Shares set by the Committee in good faith.

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2.2. Option Price

The Committee shall establish the option price at the time each Option is granted, which shall in all cases be not less than 100% of the Fair Market Value of the shares covered by such Option; provided, however, that if an ISO is granted to a person (a “Ten Percent Shareholder”) owning shares possessing more than 10% of the total combined voting power of all classes of stock of the Corporation, its subsidiaries or its parent (as such terms are defined in Section 424 of the Code), the option price shall be no less than 110% of the Fair Market Value of the shares covered by such Option. The option price shall be subject to adjustment in accordance with the provisions of Section 1.4(b) thereof. Notwithstanding the foregoing, subject to regulatory approval if required, even if any Option is modified, extended or renewed and, thereby, deemed to be the issuance of a new Option under applicable tax or accounting rules, the option price may continue to be the original exercise price even if less than the Fair Market Value of the shares at the time of such modification, extension or renewal.

2.3. Exercise of Options

(a) Options shall not be exercisable later than ten years after the date of grant; provided, however, that an ISO granted to a Ten Percent Shareholder shall not be exercisable later than five years after the date of grant.

(b) The Committee may determine when any Option shall become exercisable and may determine that the Option shall be exercisable in installments, and may impose such other restrictions as it shall deem appropriate. If the Committee provides, in its discretion, that any Option is exercisable subject to certain limitations (including, without limitation, that such Option is exercisable only in installments or within certain time periods), the Committee may, subject to regulatory approval if required, waive such limitations on the exercisability at any time at or after grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such Option may be exercised), based on such factors, if any, as the Committee shall determined in its sole discretion.

(c) Except as provided in the next sentence, Options shall not be transferable or assignable by the Participant otherwise than by will or the laws of descent and distribution, and shall be exercisable during the lifetime of a Participant only by the Participant or his or her legal guardian or representative and after death only by the Participant’s legal representative. The Committee may determine at the time of grant or thereafter that a NQSO that is otherwise not transferable pursuant to this Section 2.3(c) is transferable, to the extent permitted by applicable law, in whole or in part and in such circumstances, and under such conditions, as specified by the Committee.

(d) Except as otherwise determined by the Committee: (i) in the event that a Participant ceases to be an Employee for any reason other than death, retirement or disability, each of the Options held by the Participant shall cease to be exercisable after the date of termination of employment; or (ii) in the event of termination of employment as a result of death, retirement or disability, all of the Participant’s Options shall thereupon become fully exercisable and remain exercisable within one year after the date of termination of employment, whether or not otherwise fully exercisable on that date. In no event shall any Option be exercisable after its stated termination date.

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The terms “retirement” and “disability” shall be interpreted in accordance with the Moore retirement and disability policies applicable to a Participant.

(e) Each Option shall be confirmed by an agreement executed by Moore and by the Participant.

(f) The option price of each Common Share as to which an Option is exercised shall be paid in full (i) in cash at the time of such exercise; (ii) through a procedure whereby the Participant delivers irrevocable instructions to a broker approved by the Committee to deliver promptly to the Corporation an amount equal to the purchase price either upon exercise or sale, as approved by the Committee; or (iii) on such other terms and conditions as may be acceptable to the Committee (including, without limitation, the relinquishment of Options or by payment in full or in part in the form of Common Shares owned by the Participant for a period specified by the Committee (and for which the Participant has good title free and clear of any liens and encumbrances) based on the Fair Market Value of the Common Shares on the payment date as determined by the Committee). No Common Shares shall be issued until payment therefor, as provided herein, has been made or provided for.

(g) The Committee may in its discretion permit Participants to defer delivery of Common Shares acquired pursuant to a Participant’s exercise of an Option in accordance with the terms and conditions established by the Committee.

(h) Notwithstanding anything to the contrary contained herein, any Option granted pursuant to the Plan and still outstanding at the date of a Change in Control (as defined in Appendix B), shall become fully exercisable as to all shares from and after the date of such Change in Control.

2.4. Participant Not a Shareholder

A Participant shall have no rights as a shareholder of the Corporation with respect to any Common Shares covered by any Option until such time as and to the extent only that such Option has been exercised.

Section 3. Restricted Stock Awards

3.1. Restricted Stock Awards

The Committee, subject to ratification by the Board, may in its discretion authorize the issue to any Participant of shares to which are attached restrictions as to ownership, resale or such other matters as the Board may determine (“Restricted Stock”). Subject to the provisions of the Plan, the Committee shall have the authority to determine the number of shares of Restricted Stock to be awarded to each Participant, the duration of the period (the “Restricted Period”) during which, and the conditions under which, the Restricted Stock may be forfeited to the Corporation, the price to be paid by the recipient (which may be zero to the extent permitted by applicable law) and the terms and conditions of the award in addition to those contained in

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Section 3.2. The Committee may condition the grant or vesting of Restricted Stock upon the attainment of specified performance goals, including performance goals set forth in Appendix A established in accordance with Section 162(m) of the Code (the “Performance Criteria”), or such other factors as the Committee may determine, in its sole discretion. Such determinations shall be made by the Committee at the time of the award but in no event shall the duration of the Restricted Period be less than two or more than seven years. An Employee may receive awards of Restricted Stock on more than one occasion under the Plan.

3.2. Terms and Conditions

(a) Shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, except as herein provided, during the Restricted Period. Each Participant receiving shares of Restricted Stock shall be issued a stock certificate in respect of such shares of Restricted Stock, unless the Committee elects to use another system, such as book entries by the transfer agent, as evidencing ownership of shares of Restricted Stock. Stock certificates issued in respect of shares of Restricted Stock shall be registered in the name of the Participant, bear an appropriate legend referring to the terms, conditions and restrictions applicable to such shares of Restricted Stock and deposited by him or her, together with a stock power endorsed in blank, with the Corporation or its agent. At the expiration of the Restricted Period without prior forfeiture of the Restricted Stock, the Corporation shall deliver such certificates to the Participant, or his or her legal representative. The Committee may determine that any or all shares of Restricted Stock should be registered in the name of, or the certificates therefor held by, a trustee. The Committee may accelerate the vesting of all or any part of any Restricted Stock award and/or waive the deferral limitations for all or any part of any Restricted Stock award.

(b) Except as provided in subsection (a) hereof or the next sentence, during the Restricted Period the Participant shall have all the rights of a holder of the shares comprising the Restricted Stock, including but not limited to the right to receive any dividends (or amounts equivalent to dividends), the right to exercise any voting rights thereunder and, subject to and conditioned upon the full vesting of Restricted Stock, the right to tender such shares. The Committee may, in its sole discretion, determine at the time of grant that the payment of dividends shall be deferred until, and conditioned upon, the expiration of the applicable Restriction Period.

(c) In the event a Participant ceases to be an Employee upon the occurrence of his or her death, retirement or disability during the Restricted Period, the restrictions imposed hereunder shall, except as limited by the agreement referred to in (d) hereof, lapse with respect to such number of shares of Restricted Stock as shall be determined by the Committee with respect to each award, but in no event less than a number equal to the product of (i) a fraction the numerator of which is the number of completed months which have elapsed subsequent to the date of such award and the denominator of which is the number of months in the Restricted Period for such award, and (ii) the number of shares of Restricted Stock covered by such award. In the event a Participant ceases to be an Employee for any other reason during the Restricted Period, all shares of Restricted Stock shall thereupon be forfeited to the Corporation. All shares of Restricted Stock which are forfeited to the Corporation shall be deemed to have been acquired by it from the Participant for no consideration.

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(d) Each award shall be confirmed by an agreement executed by the Corporation and by the Participant, which agreement shall expressly provide, inter alia, that the shares received thereunder and the disposition of said shares shall be subject to the provisions of all applicable securities and other legislation and, the terms and conditions applicable in the event the Participant is granted a leave of absence.

Section 4. Special Stock Awards

4.1. Special Stock Award Grants

The Committee, subject to ratification by the Board, may grant Special Stock Awards to Participants in payment of the amount due such Participants under an incentive or performance plan sponsored or maintained by Moore which provides for such alternative. Grants of Special Stock Awards may be made in the form of Restricted Stock or unrestricted Common Shares and may be subject to such other terms and conditions as the Committee may determine.

4.2. Foreign Grants

The Committee, subject to ratification by the Board, may also grant other types of equity-based awards to key employees subject to tax or securities laws in those locations (other than Canada or the United States) in which the law, including exchange control regulations, taxation or securities laws, unduly restricts the grant or effectiveness of Options or Restricted Stock as determined by the Committee.

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APPENDIX A

Performance Criteria for Performance-Based Restricted Stock

Intended to Satisfy the Requirements of Section 162(m) of the Code

Performance Criteria for performance-based Restricted Stock intended to satisfy the requirements of Section 162(m) of the Code shall be based on one or more of the following Performance Criteria: (i) the attainment of certain target levels of, or a specified percentage increase in, revenues, income before income taxes and extraordinary items, net income, earnings before income tax, earnings before interest, taxes, depreciation and amortization, funds from operation of real estate investments or a combination of any or all of the foregoing; (ii) the attainment of certain target levels of, or a percentage increase in, after-tax or pre-tax profits including, without limitation, that attributable to continuing and/or other operations; (iii) the attainment of certain target levels of, or a specified increase in, operational cash flow; (iv) the achievement of a certain level of, reduction of, or other specified objectives with regard to limiting the level of increase in, all or a portion of, the Corporation’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Corporation, which may be calculated net of such cash balances and/or other offsets and adjustments as may be established by the Committee; (v) the attainment of a specified percentage increase in earnings per share or earnings per share from continuing operations; (vi) the attainment of certain target levels of, or a specified increase in return on capital employed or return on invested capital; (vii) the attainment of certain target levels of, or a percentage increase in, after-tax or pre-tax return on stockholders’ equity; (viii) the attainment of certain target levels of, or a specified increase in, economic value added targets based on a cash flow return on investment formula or net after-tax operating profit less cost of capital formula; (ix) the attainment of certain target levels in the fair market value of the shares of the Corporation’s common shares; and (x) the growth in the value of an investment in the Corporation’s common shares assuming the reinvestment of dividends. For purposes of item (i) above, “extraordinary items” shall mean all items of gain, loss or expense for the fiscal year determined to be extraordinary or unusual in nature or infrequent in occurrence or related to a corporate transaction (including, without limitation, a disposition or acquisition) or related to a change in accounting principle, all as determined in accordance with applicable account standards.

In addition, such Performance Criteria may be based upon the attainment of specified levels of Corporation (or subsidiary, division or other operational unit of the Corporation) performance under one or more of the measures described above relative to the performance of other corporations. To the extent permitted under Section 162(m) of the Code, but only to the extent permitted under Section 162(m) of the Code (including, without limitation, compliance with any requirements for stockholder approval), the Committee may: (i) designate additional business criteria on which the Performance Criteria may be based or (ii) adjust, modify or amend the aforementioned business criteria.

The foregoing limitations shall not affect the performance criteria which may be utilized with regard to Restricted Stock not intended to satisfy Section 162(m) of the Code.

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APPENDIX B

Change in Control

A “Change in Control” shall mean any of the following: (i) (A) the acquisition of direct or indirect beneficial ownership (as determined under Rule 13d-3 promulgated under the United States Securities Exchange Act of 1934), in the aggregate, of securities of the Corporation representing twenty percent (20%) or more of the total combined voting power of the Corporation’s then issued and outstanding voting securities entitled to vote in the general election for directors by any person or entity or group of associated persons or entities (within the meaning of Section 13(d)(3) or 14(d)(2) of the United States Securities Exchange Act of 1934) acting in concert (other than the Corporation or its Subsidiaries or any employee benefit plan of either) (a “Person”), provided that, if a buyback of shares by the Corporation causes the Person to attain such limit, such limit shall not be deemed attained unless and until such Person acquires any such voting securities of the Corporation after the buyback that caused the level to be attained; (B) the amalgamation, merger or consolidation of the Corporation with any Person other than (a) an amalgamation, merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) fifty percent (50%) or more of the combined voting power (based on normal issue voting) of the voting securities of the Corporation or such surviving or parent entity outstanding immediately after such amalgamation, merger or consolidation in substantially the same proportion as immediately prior to such amalgamation, merger or consolidation; or (b) an amalgamation, merger or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly (as determined under Rule 13d-3 promulgated under the United States Securities Exchange Act of 1934), of securities representing more than the amounts set forth in (A) above; (C) the approval by the shareholders of the Corporation of any plan or proposal for the complete liquidation or dissolution of the Corporation; or (D) the sale or other disposition of all or substantially all of the assets of the Corporation other than the sale or other disposition of all or substantially all of the assets of the Corporation either (x) to a person or persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power (based on normal issue voting) of the voting securities of the Corporation at the time of the sale, or (y) in a manner such that after such sale or other disposition the ultimate parent entity of the acquirer is, directly or indirectly, owned (based on normal issue voting) at least fifty percent (50%) by shareholders who immediately prior to such transaction owned at least fifty percent (50%) of the voting power (based on normal issue voting) of the Corporation immediately prior to such transaction in materially the same proportion as owned by such shareholders immediately prior to such transaction; or (ii) during any period of not more than twenty-four (24) consecutive months, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into agreement with the Corporation to effect a transaction described in clause (i) or whose initial assumption of office is in connection with an actual or threatened “election contest” relating to the election of the directors of the Corporation (as such terms are used in Rule 14a-11 under the United States Securities Exchange Act of 1934)) whose election by the Board or nomination for election by the Corporation’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose

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election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof. Only the first Change in Control after the date hereof shall be deemed a Change in Control hereunder.

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RESOLVED THAT, with respect to the Plan, effective January 1, 2001, in the event that an Employee Participant ceases to be an Employee for any reason other than death, retirement or disability, each of the Options held by the Participant shall cease to be exercisable ninety (90) days after the date of termination of employment; and in the event of death, retirement or disability, any Options held by an Employee Participant shall continue to become fully exercisable and remain fully exercisable for one year after the date of termination of employment due to death, retirement or disability, whether or not otherwise fully exercisable on that date.

RESOLVED THAT, in light of the termination of the Moore North America, Inc. retirement plan, the terms “retire” or “retirement” as used in the Plan shall refer to any Employee Participant who upon termination of employment with Moore has sixty (60) points (i.e., the Employee Participant’s age plus years of service with Moore equal sixty or more on such date), provided that, no Employee Participant shall be eligible to retire unless he or she is fifty-five (55) years of age and has at least five (5) years of service with Moore.

Dated as of August 8, 2002

EX-99.4

Exhibit 99.4

MOORE CORPORATION LIMITED

2001 LONG TERM INCENTIVE PLAN

Scotia Plaza

40 King Street West, Suite 3501

Toronto, Canada M5H 3Y2

MOORE CORPORATION LIMITED

2001 LONG TERM INCENTIVE PLAN

Table of Contents

			Page No.
	SECTION 1. GENERAL PROVISIONS		1
	1.1.	Purpose	1
	1.2.	Administration	1
	1.3.	Participation	2
	1.4.	Shares Available	2
	1.5.	Withholding	3
	1.6.	Expenses	3
	1.7.	Non-exclusivity	3
	1.8.	Subsidiary	4
	1.9.	Amendment	4
	1.10.	Laws	4
	1.11.	Effective Date	5
	SECTION 2. STOCK OPTIONS		5
	2.1.	Stock Option Grants	5
	2.2.	Option Price	6
	2.3.	Exercise of Options	6
	2.4.	Participant Not a Shareholder	7
	SECTION 3. RESTRICTED STOCK AWARDS		8
	3.1.	Restricted Stock Awards	8
	3.2.	Terms and Conditions	8
	SECTION 4. SPECIAL STOCK AWARDS		9
	4.1.	Special Stock Award Grants	9
	4.2.	Foreign Grants	9
APPENDIX A			A-1
APPENDIX B			B-1

SECTION 1. GENERAL PROVISIONS

1.1. Purpose

The purpose of the Moore Corporation Limited 2001 Long Term Incentive Plan (the “Plan”) is to advance the interests of Moore Corporation Limited (the “Corporation” and, together with its Subsidiaries, “Moore”) by (i) providing certain of its key employees with additional incentive; (ii) encouraging stock ownership by such employees, thereby increasing their proprietary interest in the success of Moore; (iii) encouraging them to remain employees of Moore; (iv) attracting new key employees and (v) continuing to align the interests of the Corporation’s directors with those of its shareholders.

1.2. Administration

(a) The Plan shall be administered: (I) with respect to Employees (as defined below), by the Management Resource Committee of the Board of Directors of the Corporation (the “Board”) or such other committee (the “Board Committee”) as the Board may appoint from time to time and (ii) with respect to non-Employee Directors (as defined below), by the Board. The administrators of the Plan, whether the Board Committee, with respect to Employee Participants, or the Board, with respect to non-Employee Director Participants, are referred to herein as the Committee.

(b) Subject to the limitations of the Plan, the Committee shall have the authority: (i) to select from the regular, full-time salaried key employees of Moore (the “Employee” or “Employees”) those who, together with the Corporation’s directors (“Directors”) shall participate in the Plan (the “Participant” or “Participants”); (ii) to make grants under the Plan, subject to ratification of any grants by the Board, which relate to the issue of shares of the Corporation, and any limitations, restrictions and conditions upon such grants; (iii) to interpret the Plan and to adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the Plan as it shall from time to time deem advisable, including, without limitation, special guidelines and provisions for persons who are residing in, or subject to, the taxes of, differing countries; and (iv) to make all other determinations and to take all other actions in connection with the implementation and administration of the Plan as it may deem necessary or advisable or as the Board may direct. The Committee’s determinations on matters within its authority shall be conclusive and binding upon Moore and all other persons.

The Corporation, the Board or the Committee may consult with professional advisors, including, without limitation, legal counsel, who may be counsel for the Corporation or other counsel, with respect to its obligations or duties hereunder, or with respect to any action or proceeding or any question of law, and shall not be liable with respect to any action taken or omitted by it in good faith pursuant to the advice of such counsel.

1.3. Participation

Employee participants shall be selected by the Committee from the Employees. In making this selection and in making decisions as to the form and amount of grants, the Committee may give consideration to (i) the functions and responsibilities of the Employee; (ii) his or her past, present and potential contributions to the profitability and growth of Moore; (iii) the value of his or her services to Moore; and (iv) other factors deemed relevant by the Committee. All Directors may participate in the Plan.

Participation in the Plan is entirely voluntary. Neither this Plan nor the grant of any award hereunder shall give any Participant or other Employee any right with respect to continuance of employment by Moore, nor shall they be a limitation in any way on the right of Moore to terminate his or her employment at any time. Moore does not assume responsibility for the income and other tax consequences for the Participants, who are advised to consult with their own tax advisors.

1.4. Shares Available

(a) All shares issued under the Plan shall be common shares in the capital stock of the Corporation (“Common Shares”).

The maximum aggregate number of Common Shares which may be issued for all purposes under the Plan shall be two million five hundred thousand (2,500,000), subject to adjustment as provided in paragraph (b). The aggregate number of Common Shares reserved for issuance which may be issued to any one person under the Plan shall not exceed 5% of the outstanding Common Shares of the Corporation (on a non-diluted basis) less the aggregate number of Common Shares and Series 1 Preference Shares reserved for issuance to such person under any other stock option plan, options for services, inducement options or stock purchase plans. The total number of restricted stock awards (“Restricted Stock”) and Special Stock Awards which may be granted in any fiscal year and during the term of the Plan may not exceed the lesser of one percent of the total outstanding capital of the Corporation and 880,000 Common Shares. The aggregate number of Common Shares reserved for issuance which may be issued to the non-employee Directors as a whole shall not exceed three hundred and seventy-five thousand (375,000) Common Shares.

Subject to the provisions of the prior paragraph, the maximum number of Common Shares subject to a stock option (an “Option”) which may be granted to any Participant during any fiscal year of the Corporation during the term of the Plan shall not exceed five hundred thousand (500,000) Common Shares (subject to adjustment as provided in paragraph (b)). The maximum number of Common Shares subject to an award of Restricted Stock which may be granted to any Participant during any fiscal year of the Corporation during the term of the Plan shall not exceed one hundred thousand (100,000) Common Shares (subject to adjustment as provided in paragraph (b)). The limits set forth in this paragraph are not individual limits on the number of Common Shares subject to Special Stock Awards which may be granted hereunder; awards of Special Stock Awards are only subject to the overall maximum limits set forth in the prior paragraph.

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Any Common Shares subject to an Option which has been granted under the Plan and which for any reason is cancelled or terminated without having been exercised in full shall again be available for grants and awards under the Plan. Common Shares issued under the Plan as Restricted Stock which is forfeited for any reason prior to vesting shall not be available for further grants or awards under the Plan. No fractional shares shall be issued, and the Committee shall determine the manner in which fractional share values shall be treated.

(b) In the event of any change in the number of outstanding Common Shares by reason of any stock dividend or split, recapitalization, reorganization, merger, amalgamation, consolidation, combination or exchange of shares, or other similar corporate change, the Committee shall make appropriate substitution or adjustment in (i) the number or kind of shares or other securities reserved for issuance pursuant to the Plan; and (ii) the number and kind of shares subject to unexercised Options theretofore granted and in the option price of such shares; and (iii) the number and kind of shares of Restricted Stock and Special Stock Awards; provided, however, that no substitution or adjustment shall obligate Moore to issue or sell fractional shares. The Committee may, in its sole discretion, pay cash in lieu of any fractional Common Shares in settlement of awards under the Plan. Notice of any adjustment shall be given by the Committee to each Participant whose award under the Plan has been adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the Plan.

1.5. Withholding

Moore shall have the right to deduct from all amounts paid in cash, or to otherwise require, prior to the issuance or delivery of any Common Shares, payment by the Participant of any taxes required by law to be withheld. In the case of payments in the form of Common Shares, the Participant shall be required to pay to the Corporation the amount of any taxes required to be withheld with respect to such shares; in lieu thereof, the Corporation shall have the right to sell without notice or to permit the Participant to elect to have the Corporation sell, a sufficient number of shares to cover the amount required to be withheld, or to withhold any such amount from the Participant’s salary. Any fraction of a Common Share required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in cash by the Participant.

1.6. Expenses

The expenses of administering the Plan by Moore shall be borne by Moore.

1.7. Non-exclusivity

Nothing contained herein shall prevent the Corporation, the Board or the Committee from adopting other or additional compensation arrangements, subject to regulatory and shareholder approval if required, and such arrangements may be either generally applicable or applicable only in specific cases. No award under this Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of Moore nor affect any benefits under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation, except as specifically provided in any such plan.

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1.8. Subsidiary

The term “Subsidiary” means, with respect to the Corporation, any corporation of which at least a majority of the voting shares are at the time, directly or indirectly, owned by the Corporation, and includes any corporation in like relationship to a Subsidiary.

1.9. Amendment

The Board may amend, suspend or terminate the Plan or any portion thereof at any time in accordance with applicable legislation and subject to regulatory approval, provided that no amendment shall be made without shareholder approval which shall (i) increase (except as provided in Section 1.4(b) hereof) the maximum aggregate number of shares which may be issued pursuant to the Plan; (ii) increase the maximum individual Participant limitations for a fiscal year; (iii) change eligibility requirements for participation in the Plan; (iv) decrease the minimum option price of any Stock Option; (v) extend the maximum option period; (vi) materially increase the benefits accruing to Participants in the Plan; or (vii) increase (except as provided in Section 1.4(b) hereof) the maximum aggregate number of shares which may be issued under the Plan to non-employee Directors. No such amendment, suspension or termination shall alter or impair any right theretofore granted to any Participant without the consent of such Participant. In no event may any portion of the Plan intended to satisfy the requirements of: (i) the performance-based exception under Section 162(m) of the United States Internal Revenue Code of 1986, as amended (the “Code”) or (ii) Section 422 of the Code be amended without shareholder approval if such amendment without shareholder approval would cause such portion of the Plan to fail to satisfy the requirements of such exception or such Section, as the case may be.

With the consent of the Participant affected thereby and subject to regulatory approval, the Committee or the Board may amend or modify any outstanding Option, award of Restricted Stock or Special Stock Award (collectively, “Awards”) in any manner to the extent that the Committee or the Board, as the case may be, would have had the authority to initially make such grant as so modified or amended, including without limitation, to change the date or dates as of which an Option becomes exercisable or the restrictions on shares of Restricted Stock are removed. No action may be taken pursuant to this paragraph which would result in an Award intended to satisfy the requirements of Section 162(m) of the Code to fail to satisfy any such requirements.

1.10. Laws

The Plan and all matters to which reference is made herein shall be governed by and construed in accordance with the laws of the Province of Ontario, and the laws of Canada applicable therein. The Committee may postpone any exercise of any Option or the issue of any Common Shares pursuant to the Plan for such time as the Committee in its discretion may deem necessary in order to permit Moore to effect or maintain registration of the Plan or the Common Shares issuable pursuant thereto under the securities laws of any applicable jurisdiction, or to determine that such shares and the Plan are exempt from such registration. Moore shall not be obligated by any provision of the Plan or grant or award thereunder to sell or issue shares in violation of the law of any government having jurisdiction therein. In addition, Moore shall have no obligation to issue any Common Shares pursuant to the Plan unless such shares shall have been duly listed, upon official notice of issuance, with each stock exchange on which such shares are listed for trading.

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1.11. Effective Date

The Plan shall be effective on February 22, 2001 and shall expire on February 21, 2004, provided, however, that if the Plan is not approved by shareholders of the Corporation prior to December 31, 2001, the Plan and all Options and all grants hereunder shall be null and void and shall be of no effect.

SECTION 2. STOCK OPTIONS

2.1. Stock Option Grants

Subject to the provisions hereof, the Committee, subject to ratification by the Board, shall have the authority to determine the Participants to whom Options shall be granted, the number of Common Shares to be covered by each Option, the conditions and limitations, if any, in addition to those set forth in Section 2.3 hereof, applicable to the exercise of an Option, including, without limitation, the nature and duration of the restrictions, if any, to be imposed upon the sale or other disposition of Common Shares acquired upon exercise of the Option, and the nature of the events, if any, and the duration of the period in which any Participant’s rights in respect of Common Shares acquired upon exercise of an Option may be forfeited. A Participant may receive Options on more than one occasion under the Plan. The Committee shall have the authority to grant Options as either Incentive Stock Options (“ISOs”) or Non-Qualified Stock Options (“NQSOs”) for purposes of United States income tax legislation; provided, however, that ISOs shall not be granted to non-Employee Participants. To the extent that any Option does not qualify as an ISO (whether because of its provisions or the time and manner of its exercise or otherwise), it shall constitute a separate NQSO.

To the extent that the aggregate Fair Market Value of shares with respect to which Options designated as ISOs are exercisable for the first time by any Participant during any year (under all plans of the Corporation and any parent or subsidiary corporation (as such terms are defined in Section 424 of the Code) thereof) exceeds US$100,000, such Options shall be treated as not being ISOs. The foregoing shall be applied by taking Options into account in the order in which they were granted. For the purposes of the foregoing, the Fair Market Value of any Common Share shall be determined as of the time the Option with respect to such share is granted. In the event the foregoing results in a portion of an Option designated as an ISO exceeding the above US$100,000 limitation, only such excess shall be treated as not being an ISO. In addition, if an Employee does not remain employed by the Corporation, any subsidiary or any parent at all times from the time an ISO is granted until 3 months prior to the date of exercise thereof (or such other period as required by applicable law), such Option shall be treated as a NQSO. Should any provision of this Plan not be necessary in order for the Options to qualify as ISOs, or should any additional provisions be required, the Committee may amend this Plan accordingly, without the necessity of obtaining the approval of the shareholders of the Corporation.

“Fair Market Value” means the average of the high and low prices at which Common Shares are traded in board lots on The Toronto Stock Exchange at the close of business on the trading day preceding the date of grant, or if not traded on such date, the average of the closing bid and asked prices on such exchange for that date. If such exchange was not open for trading on that date, Fair Market Value shall be so determined by reference to the last preceding date on which the exchange was open for trading. If the Common Shares are not traded on The Toronto Stock Exchange but are otherwise publicly traded, the Committee shall determine in good faith a method for determining “Fair Market Value”. If the Common Shares are not publicly traded, “Fair Market Value” means the price for Common Shares set by the Committee in good faith.

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2.2. Option Price

The Committee shall establish the option price at the time each Option is granted, which shall in all cases be not less than 100% of the Fair Market Value of the shares covered by such Option; provided, however, that if an ISO is granted to a person (a “Ten Percent Shareholder”) owning shares possessing more than 10% of the total combined voting power of all classes of stock of the Corporation, its subsidiaries or its parent (as such terms are defined in Section 424 of the Code), the option price shall be no less than 110% of the Fair Market Value of the shares covered by such Option. The option price shall be subject to adjustment in accordance with the provisions of Section 1.4(b) thereof. Notwithstanding the foregoing, subject to regulatory approval if required, even if any Option is modified, extended or renewed and, thereby, deemed to be the issuance of a new Option under applicable tax or accounting rules, the option price may continue to be the original exercise price even if less than the Fair Market Value of the shares at the time of such modification, extension or renewal.

2.3. Exercise of Options

(a) Options shall not be exercisable later than ten years after the date of grant; provided, however, that an ISO granted to a Ten Percent Shareholder shall not be exercisable later than five years after the date of grant.

(b) The Committee may determine when any Option shall become exercisable and may determine that the Option shall be exercisable in installments, and may impose such other restrictions as it shall deem appropriate. If the Committee provides, in its discretion, that any Option is exercisable subject to certain limitations (including, without limitation, that such Option is exercisable only in installments or within certain time periods), the Committee may, subject to regulatory approval if required, waive such limitations on the exercisability at any time at or after grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such Option may be exercised), based on such factors, if any, as the Committee shall determined in its sole discretion.

(c) Except as provided in the next sentence, Options shall not be transferable or assignable by the Participant otherwise than by will or the laws of descent and distribution, and shall be exercisable during the lifetime of a Participant only by the Participant or his or her legal guardian or representative and after death only by the Participant’s legal representative. The Committee may determine at the time of grant or thereafter that a NQSO that is otherwise not transferable pursuant to this Section 2.3(c) is transferable, to the extent permitted by applicable law, in whole or in part and in such circumstances, and under such conditions, as specified by the Committee.

(d) Except as otherwise determined by the Committee: (i) in the event that an Employee Participant ceases to be an Employee for any reason other than death, retirement or disability, each of the Options held by the Participant shall cease to be exercisable after the date of termination of employment; or (ii) in the event of termination of an Employee Participant’s employment as a result of death, retirement or disability, all of such Participant’s Options shall thereupon become fully exercisable and remain exercisable within one year after the date of termination of employment, whether or not otherwise fully exercisable on that date. In no event shall any Option be exercisable after its stated termination date. The terms “retirement” and “disability” shall be interpreted in accordance with the Moore retirement and disability policies applicable to a Participant.

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(e) Each Option shall be confirmed by an agreement executed by Moore and by the Participant.

(f) The option price of each Common Share as to which an Option is exercised shall be paid in full (i) in cash at the time of such exercise; (ii) through a procedure whereby the Participant delivers irrevocable instructions to a broker approved by the Committee to deliver promptly to the Corporation an amount equal to the purchase price either upon exercise or sale, as approved by the Committee; or (iii) on such other terms and conditions as may be acceptable to the Committee (including, without limitation, the relinquishment of Options. No Common Shares shall be issued until payment therefor, as provided herein, has been made or provided for.

(g) The Committee may in its discretion permit Participants to defer delivery of Common Shares acquired pursuant to a Participant’s exercise of an Option in accordance with the terms and conditions established by the Committee.

(h) Notwithstanding anything to the contrary contained herein, any Option granted pursuant to the Plan and still outstanding at the date of a Change in Control (as defined in Appendix B), shall become fully exercisable as to all shares from and after the date of such Change in Control.

2.4. Participant Not a Shareholder

A Participant shall have no rights as a shareholder of the Corporation with respect to any Common Shares covered by any Option until such time as and to the extent only that such Option has been exercised.

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SECTION 3. RESTRICTED STOCK AWARDS

3.1. Restricted Stock Awards

The Committee, subject to ratification by the Board, may in its discretion authorize the issue to any Employee Participant of shares to which are attached restrictions as to ownership, resale or such other matters as the Committee may determine (“Restricted Stock”). Subject to the provisions of the Plan, the Committee shall have the authority to determine the number of shares of Restricted Stock to be awarded to each Participant, the duration of the period (the “Restricted Period”) during which, and the conditions under which, the Restricted Stock may be forfeited to the Corporation, the price to be paid by the recipient (which may be zero to the extent permitted by applicable law) and the terms and conditions of the award in addition to those contained in Section 3.2. The Committee may condition the grant or vesting of Restricted Stock upon the attainment of specified performance goals, including performance goals set forth in Appendix A established in accordance with Section 162(m) of the Code (the “Performance Criteria”), or such other factors as the Committee may determine, in its sole discretion. Such determinations shall be made by the Committee at the time of the award but in no event shall the duration of the Restricted Period be less than two or more than seven years. An Employee Participant may receive awards of Restricted Stock on more than one occasion under the Plan.

3.2. Terms and Conditions

(a) Shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, except as herein provided, during the Restricted Period. Each Employee Participant receiving shares of Restricted Stock shall be issued a stock certificate in respect of such shares of Restricted Stock, unless the Committee elects to use another system, such as book entries by the transfer agent, as evidencing ownership of shares of Restricted Stock. Stock certificates issued in respect of shares of Restricted Stock shall be registered in the name of the Participant, bear an appropriate legend referring to the terms, conditions and restrictions applicable to such shares of Restricted Stock and deposited by him or her, together with a stock power endorsed in blank, with the Corporation or its agent. At the expiration of the Restricted Period without prior forfeiture of the Restricted Stock, the Corporation shall deliver such certificates to the Participant, or his or her legal representative. The Committee may determine that any or all shares of Restricted Stock should be registered in the name of, or the certificates therefor held by, a trustee. The Committee may accelerate the vesting of all or any part of any Restricted Stock award and/or waive the deferral limitations for all or any part of any Restricted Stock award.

(b) Except as provided in subsection (a) hereof or the next sentence, during the Restricted Period the Employee Participant shall have all the rights of a holder of the shares comprising the Restricted Stock, including but not limited to the right to receive any dividends (or amounts equivalent to dividends), the right to exercise any voting rights thereunder and, subject to and conditioned upon the full vesting of Restricted Stock, the right to tender such shares. The Committee may, in its sole discretion, determine at the time of grant that the payment of dividends shall be deferred until, and conditioned upon, the expiration of the applicable Restriction Period.

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(c) In the event an Employee Participant ceases to be an Employee upon the occurrence of his or her death, retirement or disability during the Restricted Period, the restrictions imposed hereunder shall, except as limited by the agreement referred to in (d) hereof, lapse with respect to such number of shares of Restricted Stock as shall be determined by the Committee with respect to each award, but in no event less than a number equal to the product of (i) a fraction the numerator of which is the number of completed months which have elapsed subsequent to the date of such award and the denominator of which is the number of months in the Restricted Period for such award, and (ii) the number of shares of Restricted Stock covered by such award. In the event a Participant ceases to be an Employee for any other reason during the Restricted Period, all shares of Restricted Stock shall thereupon be forfeited to the Corporation. All shares of Restricted Stock which are forfeited to the Corporation shall be deemed to have been acquired by it from the Participant for no consideration.

(d) Each award shall be confirmed by an agreement executed by the Corporation and by the Participant, which agreement shall expressly provide, inter alia, that the shares received thereunder and the disposition of said shares shall be subject to the provisions of all applicable securities and other legislation and, the terms and conditions applicable in the event the Participant is granted a leave of absence.

SECTION 4. SPECIAL STOCK AWARDS

4.1. Special Stock Award Grants

The Committee, subject to ratification by the Board, may grant Special Stock Awards to Employee Participants in payment of the amount due such Participants under an incentive or performance plan sponsored or maintained by Moore which provides for such alternative. Grants of Special Stock Awards may be made in the form of Restricted Stock or unrestricted Common Shares and may be subject to such other terms and conditions as the Committee may determine.

4.2. Foreign Grants

The Committee, subject to ratification by the Board, may also grant other types of equity-based awards to key Employees subject to tax or securities laws in those locations (other than Canada or the United States) in which the law, including exchange control regulations, taxation or securities laws, unduly restricts the grant or effectiveness of Options or Restricted Stock as determined by the Committee.

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APPENDIX A

PERFORMANCE CRITERIA FOR PERFORMANCE-BASED RESTRICTED STOCK

INTENDED TO SATISFY THE REQUIREMENTS OF SECTION 162(M) OF THE CODE

Performance Criteria for performance-based Restricted Stock intended to satisfy the requirements of Section 162(m) of the Code shall be based on one or more of the following Performance Criteria: (i) the attainment of certain target levels of, or a specified percentage increase in, revenues, income before income taxes and extraordinary items, net income, earnings before income tax, earnings before interest, taxes, depreciation and amortization, funds from operation of real estate investments or a combination of any or all of the foregoing; (ii) the attainment of certain target levels of, or a percentage increase in, after-tax or pre-tax profits including, without limitation, that attributable to continuing and/or other operations; (iii) the attainment of certain target levels of, or a specified increase in, operational cash flow; (iv) the achievement of a certain level of, reduction of, or other specified objectives with regard to limiting the level of increase in, all or a portion of, the Corporation’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Corporation, which may be calculated net of such cash balances and/or other offsets and adjustments as may be established by the Committee; (v) the attainment of a specified percentage increase in earnings per share or earnings per share from continuing operations; (vi) the attainment of certain target levels of, or a specified increase in return on capital employed or return on invested capital; (vii) the attainment of certain target levels of, or a percentage increase in, after-tax or pre-tax return on stockholders’ equity; (viii) the attainment of certain target levels of, or a specified increase in, economic value added targets based on a cash flow return on investment formula or net after-tax operating profit less cost of capital formula; (ix) the attainment of certain target levels in the fair market value of the shares of the Corporation’s common shares; and (x) the growth in the value of an investment in the Corporation’s common shares assuming the reinvestment of dividends. For purposes of item (i) above, “extraordinary items” shall mean all items of gain, loss or expense for the fiscal year determined to be extraordinary or unusual in nature or infrequent in occurrence or related to a corporate transaction (including, without limitation, a disposition or acquisition) or related to a change in accounting principle, all as determined in accordance with applicable account standards.

In addition, such Performance Criteria may be based upon the attainment of specified levels of Corporation (or subsidiary, division or other operational unit of the Corporation) performance under one or more of the measures described above relative to the performance of other corporations. To the extent permitted under Section 162(m) of the Code, but only to the extent permitted under Section 162(m) of the Code (including, without limitation, compliance with any requirements for stockholder approval), the Committee may: (i) designate additional business criteria on which the Performance Criteria may be based or (ii) adjust, modify or amend the aforementioned business criteria.

The foregoing limitations shall not affect the performance criteria which may be utilized with regard to Restricted Stock not intended to satisfy Section 162(m) of the Code.

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APPENDIX B

CHANGE IN CONTROL

A “Change in Control” shall mean any of the following: (i) (A) the acquisition of direct or indirect beneficial ownership (as determined under Rule 13d-3 promulgated under the United States Securities Exchange Act of 1934), in the aggregate, of securities of the Corporation representing thirty percent (30%) or more of the total combined voting power of the Corporation’s then issued and outstanding voting securities entitled to vote in the general election for directors by any person or entity or group of associated persons or entities (within the meaning of Section 13(d)(3) or 14(d)(2) of the United States Securities Exchange Act of 1934) acting in concert (other than the Corporation or its Subsidiaries or any employee benefit plan of either) (a “Person”), provided that, if a buyback of shares by the Corporation causes the Person to attain such limit, such limit shall not be deemed attained unless and until such Person acquires any such voting securities of the Corporation after the buyback that caused the level to be attained; (B) the amalgamation, merger or consolidation of the Corporation with any Person other than (a) an amalgamation, merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) fifty percent (50%) or more of the combined voting power (based on normal issue voting) of the voting securities of the Corporation or such surviving or parent entity outstanding immediately after such amalgamation, merger or consolidation in substantially the same proportion as immediately prior to such amalgamation, merger or consolidation; or (b) an amalgamation, merger or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly (asdetermined under Rule 13d-3 promulgated under the United States Securities Exchange Act of 1934), of securities representing more than the amounts set forth in (A) above; (C) the approval by the shareholders of the Corporation of any plan or proposal for the complete liquidation or dissolution of the Corporation; or (D) the sale or other disposition of all or substantially all of the assets of the Corporation other than the sale or other disposition of all or substantially all of the assets of the Corporation either (x) to a person or persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power (based on normal issue voting) of the voting securities of the Corporation at the time of the sale, or (y) in a manner such that after such sale or other disposition the ultimate parent entity of the acquirer is, directly or indirectly, owned (based on normal issue voting) at least fifty percent (50%) by shareholders who immediately prior to such transaction owned at least fifty percent (50%) of the voting power (based on normal issue voting) of the Corporation immediately prior to such transaction in materially the same proportion as owned by such shareholders immediately prior to such transaction; or (ii) during any period of not more than twenty-four (24) consecutive months, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into agreement with the Corporation to effect a transaction described in clause (i) or whose initial assumption of office is in connection with an actual or threatened “election contest” relating to the election of the directors of the Corporation (as such terms are used in Rule 14a-11 under the United States Securities Exchange Act of 1934)) whose election by the Board or nomination for election by the Corporation’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof. Only the first Change in Control after the date hereof shall be deemed a Change in Control hereunder.

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RESOLVED THAT, effective January 1, 2001, in the event that an Employee Participant ceases to be an Employee for any reason other than death, retirement or disability, each of the Options held by the Participant shall cease to be exercisable ninety (90) days after the date of termination of employment; and in the event of death, retirement or disability, any Options held by an Employee Participant shall continue to become fully exercisable and remain fully exercisable for one year after the date of termination of employment due to death, retirement or disability, whether or not otherwise fully exercisable on that date.

RESOLVED THAT, in light of the termination of the Moore North America, Inc. retirement plan, the terms “retire” or “retirement” as used in the Plan shall refer to any Employee Participant who upon termination of employment with Moore has sixty (60) points (i.e., the Employee Participant’s age plus years of service with Moore equal sixty or more on such date), provided that, no Employee Participant shall be eligible to retire unless he or she is fifty-five (55) years of age and has at least five (5) years of service with Moore.

Dated as of August 8, 2002

EX-99.5

Exnibit 99.5

MOORE WALLACE INCORPORATED

2003 LONG TERM INCENTIVE PLAN

(As amended on October 15, 2003)

PURPOSE.

The purpose of the 2003 Long Term Incentive Plan of Moore Wallace Incorporated (the “Plan”) is to promote the long term financial interests of Moore Wallace Incorporated (the “Company”), including its growth and performance, by encouraging directors and key employees of the Company and its subsidiaries to participate in the ownership of the Company, enhancing the ability of the Company and its subsidiaries to attract and retain employees of outstanding ability, and providing directors and employees with an interest in the Company parallel to that of the Company’s shareholders.

DEFINITIONS.

The following definitions are applicable to the Plan:

“Award” shall mean an award determined in accordance with the terms of the Plan.

“Board of Directors” and “Board” shall mean the Board of Directors of the Company.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” shall mean the Board of Directors and, to the extent permitted by applicable law and the Company’s articles, the Compensation Committee to the extent the Board of Directors has delegated to the Compensation Committee all or any powers conferred on the Board of Directors under the Plan.

“Compensation Committee” shall mean the Compensation Committee of the Board of Directors. The Compensation Committee shall be composed of not less than three directors of the Company. No officer or employee of the Company or of any subsidiary shall be a member of the Compensation Committee. The Compensation Committee shall at all times be comprised solely of “outside directors” within the meaning of Section 162(m) of the Code and members who satisfy the “non-employee” director standard contained in Rule 16b-3 promulgated under the Exchange Act.

“Common Shares” shall mean the common shares of the Company.

“Covered Employee” shall mean, at the time of an Award (or such other time as required by Section 162(m) of the Internal Revenue Code) (i) the Company’s Chief Executive Officer (or an individual acting in such capacity), (ii) any employee of the Company or its subsidiaries who, in the discretion of the Committee for purposes of determining those employees who are “covered employees” under Section 162(m) of the Code, is likely to be among the four other highest compensated officers of the Company for the year in which an Award is made or payable, and (iii) any other employee of the Company or its subsidiaries designated by the Committee in its discretion.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Fair Market Value” shall mean, per Common Shares, the closing price of the Common Shares on the New York Stock Exchange, or, if there are no sales of Common Shares on such securities exchange on such date, then the closing price of the Common Shares on the last previous day on which a sale on such securities exchange is reported.

“Insider” shall have the meaning ascribed thereto in the TSX Policy.

“Participant” shall mean each director and employee of the Company or any subsidiary who, in the case of an employee, is selected by the Committee to participate in the Plan.

“TSX Policy” shall mean the Policy of The Toronto Stock Exchange on Employee Stock Option and Stock Purchase Plans, Options for Services and Related Matters as set forth in sections 626 to and through 637 of the Company Manual of The Toronto Stock Exchange, as amended or replaced from time to time.

SHARES SUBJECT TO THE PLAN.

The number of Common Shares which may be issued pursuant to Awards under the Plan shall not exceed 10,000,000. The aggregate number of Common Shares reserved for issuance which may be issued to any one Insider or such Insider’s associates under the Plan together with any Common Shares reserved for issuance to such Insider or such Insider’s associates under any other stock option plan, options for services, inducement options or stock purchase plans shall not exceed 5% of the outstanding Common Shares of the Corporation (within the meaning of the TSX Policy). The aggregate number of Common Shares reserved for issuance which may be issued within a one-year period to Insiders under the Plan, together with Common Shares reserved for issuance to Insiders under any other stock options plan, options for services, inducement options or stock purchase plans, shall not exceed 10% of the outstanding Common Shares of the Corporation (within the meaning of the TSX Policy). The aggregate number of Common Shares that may be issued to non-employee directors as a whole shall not exceed 15% of the aggregate Common Shares reserved for issuance under the Plan. A Common Share subject to an Award under the Plan that, in whole or in part, expires unexercised or that is forfeited, terminated or cancelled or is paid in cash in lieu of Common Shares, Common Shares surrendered or withheld from any Award under the Plan to satisfy a Participant’s income tax withholding obligation and Common Shares owned by the Participant that are tendered to pay for the exercise of a stock option under the Plan shall thereafter again be available for grant under the Plan.

ADMINISTRATION.

The Plan shall be administered by the Board of Directors. The Board’s determinations and actions within its authority under this Plan are final and conclusive and binding on the Company and all other persons. To the extent permitted by applicable law and the Company’s articles, the Board of Directors may, from time to time, delegate to the Compensation Committee all or any of the powers conferred on the Board of Directors under the Plan; provided that with respect to any grants of Awards to any Non-Employee Director, the Plan shall be administered by the Board. In connection with such delegation, the Compensation Committee will exercise the powers delegated to it by the Board in the manner and on the terms authorized by the Board. Any decision made or action taken by the Compensation Committee arising out of or in connection with the administration or interpretation of this Plan in this context is final and

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conclusive and binding on all other persons. A majority of the Compensation Committee shall constitute a quorum, and the acts of a majority shall be the acts of the Compensation Committee. Any determination of the Committee may be made, without a meeting, by a writing or writings signed by all of the members of the Committee. The Committee may authorize any one or more of their number or any officer of the Company to execute and deliver documents on behalf of the Committee and the Committee may delegate to one or more employees, agents or officers of the Company, or to one or more third party consultants, accountants, lawyers or other advisors, such ministerial duties related to the operation of the Plan as it may deem appropriate.

The Committee (or its delegate, within limits established by the Committee, and, to the extent permitted by applicable law, with respect to non-Covered Employees and employees who are not subject to Section 16 of the Exchange Act) shall (i) select the Participants, determine the type, size and terms of Awards to be made to Participants, determine the shares or share units subject to Awards, the restrictions, conditions and contingencies to be applicable to Awards, and the time or times at which Awards shall be exercisable or at which restrictions, conditions and contingencies shall lapse, and (ii) have the authority to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements entered into hereunder, and to make all other determinations necessary or advisable for the administration of the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent it shall deem desirable to carry it into effect. The determinations of the Committee in the administration of the Plan, as described herein, shall be final and conclusive. No member of the Committee shall be liable for any such action or determination made in good faith.

ELIGIBILITY.

All directors of the Company and all employees of the Company and its subsidiaries who have demonstrated significant management potential or who have the capacity for contributing in a substantial measure to the successful performance of the Company, as determined by the Committee in its sole discretion, are eligible to be Participants in the Plan. The granting of any Award to a Participant shall not entitle that Participant to, nor disqualify that Participant from, any other grant of an Award.

AWARDS.

Awards under the Plan may consist of restricted stock and restricted stock units.

The Plan also covers 85,000 options to purchase Common Shares granted to Thomas W. Oliva (“options”) entitling him to purchase Common Shares at a per share price of Cdn$14.12. These options are exercisable for a period of 10 years from the date of grant and vest 25% per year with the first 25% vesting in January 2004. These options were granted by the Company under an amendment to the 2001 Long Term Incentive Plan that increased the number of shares issuable under that plan by 85,000 shares. In addition, the terms of the option grant provided that in the event that the Company subsequently adopted a new long term incentive plan, such options would be deemed to be issued under that new plan. This option grant was conditioned upon approval of the amendment of the 2001 Long Term Incentive Plan or the adoption of the Plan by the Company’s shareholders.

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RESTRICTED STOCK.

Restricted stock will be granted in the form of actual Common Shares. In the event that a stock certificate is issued in respect of restricted stock, such certificate shall be registered in the name of the Participant but shall be held by the Company until the end of the restricted period. Awards of restricted stock may provide the Participant with dividends and voting rights prior to vesting. The employment conditions and the length of the period for vesting of restricted stock shall be determined by the Committee and set forth in the applicable Award agreement.

RESTRICTED STOCK UNITS.

The Committee may grant Awards of restricted stock units, and dividend equivalents with respect thereto, in such amounts and subject to such terms and conditions as the Committee may determine. Awards of restricted stock units represent an unfunded, unsecured promise by the Company to deliver to the Participant one Common Share per restricted stock unit on the date(s) established by the Committee. A grantee of a restricted stock unit has only the rights of a general unsecured creditor of the Company until delivery of Common Shares is made as specified in the applicable Award agreement. The Committee shall determine whether upon the distribution of any regular cash dividend paid by the Company in respect of the Common Shares, the record date for which occurs on or after the date of grant of the restricted stock unit, the Participant shall be entitled to receive an amount in cash equal to such regular cash dividend payment that would have been made in respect of the Common Shares underlying the restricted stock unit had the Common Shares been actually delivered (such payment a “dividend equivalent”). The employment conditions, the length of the period for vesting of restricted stock units, the applicable delivery date(s) and the payment of dividend equivalents shall be determined by the Committee and set forth in the applicable Award agreement.

AWARD AGREEMENTS.

Each Award under the Plan shall be evidenced by an agreement setting forth the terms and conditions, as determined by the Committee, which shall apply to such Award, in addition to the terms and conditions specified in the Plan.

CHANGE IN CONTROL.

In the event of a Change in Control, as hereinafter defined, (i) the restrictions applicable to all shares of restricted stock, restricted stock units and dividend equivalents shall lapse, (ii) all Awards shall be deemed to be fully vested and (iii) all options shall be deemed to be fully vested. The Committee may, in its discretion, include such further provisions and limitations in any agreement documenting such Awards as it may deem equitable and in the best interests of the Company.

A “Change in Control” means the occurrence of any one of the following events:

(i) individuals who, on the date the Plan is adopted, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date of the

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Plan, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

(ii) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (ii) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Company or any subsidiary, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary, (C) by any underwriter temporarily holding securities pursuant to an offering of such securities, or (D) pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii));

(iii) the consummation of an arrangement, amalgamation, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its subsidiaries that requires the approval of the Company’s shareholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination: (A) more than 50% of the total voting power of (x) the corporation resulting from such Business Combination (the “Surviving Corporation”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 35% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) other than persons set forth in (A) through (D) of paragraph (ii) and (C) at least a majority of the members of the Board of Directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving

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Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”);

(iv) the closing of a sale of all or substantially all of the Company’s assets, other than to an entity or in a manner where the voting securities immediately prior to such sale represent directly or indirectly after such sale at least 50% of the voting securities of the entity acquiring such assets in approximately the same proportion as prior to such sale; or

(v) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to occur solely because any person acquires beneficial ownership of more than 35% of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the Company shall then occur.

WITHHOLDING.

The Company shall have the right to deduct from any payment to be made pursuant to the Plan the amount of any taxes required by law to be withheld therefrom, or to require a Participant to pay to the Company such amount required to be withheld prior to the issuance or delivery of any Common Shares or the payment of cash under the Plan. The Committee may, in its discretion, permit a Participant to elect to satisfy such withholding obligation by having the Company retain the number of Common Shares or vested restricted stock units whose Fair Market Value equals the amount required to be withheld. Any fraction of a Common Share or vested restricted stock unit required to satisfy such obligation shall be disregarded and the amount due shall instead be paid in cash to the Participant.

NONTRANSFERABILITY.

No Award shall be assignable or transferable, and no right or interest of any Participant shall be subject to any lien, obligation or liability of the Participant, except by will or the laws of descent and distribution.

NO RIGHT TO EMPLOYMENT.

No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any subsidiary. Further, the Company and its subsidiaries expressly reserve the right at any time to dismiss a Participant free from any liability, or any claim under the Plan, except as provided herein or in any agreement entered into hereunder. Any obligation of the Company under the Plan to make any payment at any future date merely constitutes the unsecured promise of the

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Company to make such payment from its general assets in accordance with the Plan, and no Participant shall have any interest in, or lien or prior claim upon, any property of the Company or any subsidiary by reason of that obligation.

ADJUSTMENT OF AND CHANGES IN COMMON SHARES.

In the event of any change in the outstanding Common Shares by reason of any stock dividend or split, recapitalization, amalgamation, arrangement, merger, consolidation, spinoff, combination or exchange of shares or other corporate change, or any distributions to common shareholders other than regular cash dividends, the Committee may make such substitution or adjustment, if any, as it deems to be equitable, as to the number or kind of shares of Common Shares or other securities issued or reserved for issuance pursuant to the Plan and outstanding Awards (including adjustments to the option and exercise prices of outstanding Awards). Except pursuant to the previous sentence, the option or exercise price of outstanding Awards may not be reduced.

AMENDMENT.

The Plan or any portion thereof may be amended, suspended or terminated by the Board of Directors at any time, provided that, no amendment shall be made without shareholder approval if such approval is necessary for the Plan to continue to comply with Rule 16b-3 under the Exchange Act or as required by the applicable rules and listing standards of The Toronto Stock Exchange and the New York Stock Exchange.

EFFECTIVE DATE AND TERMINATION.

The Plan shall be effective as of January 1, 2003, subject to its approval by shareholders of the Company. Subject to earlier termination by the action of the Board of Directors, the Plan shall remain in effect until December 31, 2012.

PURCHASE FOR INVESTMENT.

Each person acquiring Common Shares pursuant to any Award may be required by the Company to furnish a representation that he or she is acquiring the Common Shares so acquired as an investment and not with a view to distribution thereof if the Company, in its sole discretion, determines that such representation is required to ensure that a resale or other disposition of the Common Shares would not involve a violation of the Securities Act of 1933, as amended, or of applicable blue sky laws. Any investment representation so furnished shall no longer be applicable at any time such representation is no longer necessary for such purposes.

AWARDS IN SUBSTITUTION FOR AWARDS GRANTED BY OTHER COMPANIES.

Awards may be granted under the Plan in substitution for awards held by employees of a company who become employees of the Company or any subsidiary as a result of the merger or consolidation of the employer company with the Company or any subsidiary, or the acquisition by the Company or any subsidiary of the assets of the employer company, or the acquisition by the Company or any subsidiary of stock of the employer company as a result of which it becomes a subsidiary. The terms, provisions, and benefits of the substitute Awards so granted may vary from the terms, provisions, and benefits set forth in or authorized by the Plan to such extent as the Committee at the time of the grant may deem appropriate to conform, in whole or in part, to the terms, provisions, and benefits of the awards in substitution for which they are granted.

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SUCCESSORS AND ASSIGNS OF THE COMPANY

The terms of this Plan shall be binding upon and inure to the benefit of the Company and its successors and assigns.

GOVERNING LAW.

The provisions of the Plan shall be governed and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without references to principles of conflicts of law.

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RESOLVED, that for purposes of the Moore Wallace Incorporated 2003 Long Term Incentive Plan, effective as of the effective time of the combination of Moore Wallace Incorporated and R.R. Donnelley & Sons Company (“Donnelley”), (i) the term “Company” shall mean R.R. Donnelley & Sons Company, (ii) “Common Shares” shall mean the shares of common stock of the Company and (iii) the number of Common Shares which may be issued pursuant to Awards under the Plan shall not exceed 6,300,000 (and in determining the number of Common Shares which may be issued pursuant to Awards under the Plan, Awards made in respect of common shares of Moore Wallace Incorporated shall be adjusted in the same manner that common shares of Moore Wallace Incorporated and Awards in respect of common shares of Moore Wallace Incorporated were adjusted under the terms of the combination involving Moore Wallace Incorporated and Donnelley).

RESOLVED, that for purposes of the 2001 LTIP, the 1999 LTIP, the 1994 LTIP and the 1985 LTIP, as long as a grantee of an option under any such plan continues to be employed by Donnelley or any of its subsidiaries upon the combination, such grantee shall not be treated as terminating employment with Moore Wallace Incorporated or any of its subsidiaries under such plans.

EX-99.6

Exhibit 99.6

WALLACE COMPUTER SERVICES, INC.

DIRECTOR RETAINER FEE PLAN

(Amended and Restated as of July 1, 2001)

1. Purpose. Wallace Computer Services, Inc., a Delaware corporation (the “Company”), hereby adopts this Director Retainer Fee Plan (the “Plan”) to promote the long-term growth and financial success of the Company by attracting and retaining directors of outstanding ability and assisting the Company in promoting a greater identity of interest between the Company’s directors and its stockholders.

2. Administration.

A. The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company (the “Board”) unless another shall be appointed by the Board, which Committee shall consist solely of two or more non-employee directors (the “Committee”). The members of the Committee shall be appointed by, and may be changed at any time and from time to time in the discretion of, the Board.

B. The Committee shall have the authority: (i) to exercise all of the powers granted to it under the Plan; (ii) to construe, interpret and implement the Plan and all documents executed pursuant to the Plan (including all election forms); (iii) to prescribe, amend and rescind rules relating to the Plan; (iv) to make any determination necessary or advisable in administering the Plan; and (v) to correct any defect, supply any omission and reconcile any inconsistency in the Plan.

C. The determination of the Committee on all matters relating to the Plan or any document executed pursuant to the Plan shall be conclusive.

3. Definitions.

A. “Annual Retainer Fee” shall mean the annual retainer fee then currently paid to active members of the Board for services rendered as a member of the Board. The Annual Retainer Fee shall accrue at the rate of 25% of the fee on each February 1, May 1, August 1, and November 1 during the period of service of the director. Effective as of July 1, 2001, the Annual Retainer Fee shall be $31,000 for fees accrued by a director on or after August 1, 2001.

B. “Director’s Fees” shall mean the sum of: (i) the Annual Retainer Fee; (ii) any Board and Committee meeting fees; and (iii) any fees payable to a director by virtue of service as a chairperson.

C. “Eligible Director” shall mean any director of the Company or any affiliate of the Company.

D. “Payment Date” shall mean February 15th of the year following the period of service.

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E. “Shares” shall mean shares of common stock, par value $1.00 per share, of the Company and any other stock into which such common stock shall thereafter be changed by reason of any merger, reorganization, re-capitalization, consolidation, split-up, combination of shares, or similar event as set forth in, and in accordance with, Section 4(B).

F. “Valuation Dates” shall mean each of February 1, May 1, August 1, and November 1.

4. Common Shares Subject to the Plan.

A. Shares Available for Awards. Subject to Section 4(B) (relating to adjustments upon changes in capitalization), as of any date, the total number of Shares issuable under the Plan shall be 100,000. Shares that shall be paid to the Eligible Directors pursuant to the Plan shall be treasury Shares.

B. Adjustments. In the event of any merger, reorganization, recapitalization, consolidation, sale or other distribution of all or substantially all of the assets of the Company, any stock dividend, split, spin-off, split-up, split-off, distribution of securities or other property by the Company, or other change in the Company’s corporate structure affecting the Shares, the Shares then credited pursuant to section 5(C) and the number of Shares issuable under the Plan shall be appropriately adjusted as determined by the Committee in its sole discretion.

5. Payment of Director’s Fees.

A. Payment in Shares. On the Payment Date, the Company shall pay to each Eligible Director, $16,000 of his or her Annual Retainer Fee in Shares (the “Required Shares”). Shares payable under this Section shall be valued on each Valuation Date by dividing $4,000 by the Fair Market Value on such date. Such Shares will be distributed to the Eligible Directors annually on each Payment Date unless such Eligible Director has elected to defer receipt of such Shares pursuant to Section 5(C) below; provided however, that dividends shall accrue as if said Shares were payable on the Valuation Date and, provided further, that dividends accrued during the calendar year shall be accumulated and, after applying income thereon and deducting expenses of the trust, will be used on the last business day of each year to purchase Shares at the Fair Market Value on such date.

B. Election To Receive Shares.

1. An Eligible Director may elect to receive payment of all or part of accrued Director’s Fees (except fees paid in Required Shares pursuant to Section 5(A)) in Shares valued at the Fair Market Value on the applicable Valuation Date. The election shall be made by submitting an election form to the Committee no later than the end of the calendar year prior to the year for which the election is made. The election shall indicate the percentage of the Director’s Fees (except the Required Shares) that are to be paid in Shares. Notwithstanding the foregoing

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to the contrary, any individual who first becomes an Eligible Director on a date other than the first day of the calendar year shall make an election for that calendar year promptly upon becoming an Eligible Director.

2. Any election made under this Section 5(B) shall continue in full force and effect until revoked by notice to the Committee, until superseded by a subsequent election or unless no longer permitted by law or regulations (including Rule 16b-3); provided, however, that no revocation of an election or suspersession of such form by a subsequent election shall be effective with respect to any Director’s Fees which become payable to the Eligible Director until the end of the calendar year following the date of such revocation or supersession.

3. Shares elected pursuant to this Section will be distributed to the Eligible Directors on each Payment Date unless such Eligible Director has elected to defer receipt of such Shares pursuant to Section 5(C) below.

4. Amounts deferred pursuant to other deferred compensation plans shall not be available for conversion into Shares under this Plan.

C. Elective Deferrals.

1. An Eligible Director may elect to defer the receipt of Director’s Fees, to the extent such payments are to be made in the form of Shares, by submitting an election form (a “Deferred Payment Election Form”) to the Committee prior to the calendar year of service with respect to which such Director’s Fees are to be paid to the Eligible Director indicating: (i) the percentage of: (a) the Annual Retainer Fee; (b) Board and Committee meeting fees; and/or (c) fees payable by virtue of service as a chairperson, that are to be deferred; (ii) the date on which the commencement of payment of the deferred amounts should begin, as contemplated by Section 5(D)(1) (the “Distribution Date”); and (iii) whether distributions shall be made in a lump sum, installments or a combination thereof. Notwithstanding the foregoing sentence to the contrary, any individual who first becomes an Eligible Director during a calendar year shall make an election for that calendar year promptly upon becoming an Eligible Director.

2. A Deferred Payment Election Form shall become effective for an Eligible Director with respect to Director’s Fees becoming payable with respect to services performed in the calendar year following the calendar year in which such Deferred Payment Election Form is submitted to the Committee; provided, however, that any individual who first becomes an Eligible Director during a calendar year shall make an election for that calendar year promptly upon becoming an Eligible Director. An election under this Section 5(C) shall continue in effect until revoked by notice, in writing, to the Committee, until superseded by a new Deferred Payment Election Form or unless no longer permitted by law or

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regulation (including under Rule 16b-3); provided, however, that no revocation of a Deferred Payment Election Form or supersession of such form by submission of a new Deferred Payment Election Form shall be effective to make any change with respect to amounts deferred pursuant to previously filed Deferred Payment Election Forms or shall be effective with respect to the Director’s Fees to be paid to the Eligible Director with respect to services in the calendar year in which such revocation or supersession occurs.

3. An Eligible Director may designate, in a Deferred Payment Election Form, one or more beneficiaries to receive any distributions under the Plan upon the death of the Eligible Director, and such designation may be changed at any time by submitting a new designation to the Committee, which shall become effective immediately upon receipt by the Committee.

4. Any dividends or other distributions paid on deferred Shares will be accumulated and, after applying income thereon and deducting expenses of the trust, will be used on the last business day of each year to purchase Shares at the Fair Market Value on such date.

D. Distribution of Deferral Amount.

1. Distribution Date. Each Eligible Director shall designate on a Deferred Payment Election Form one of the following dates as a Distribution Date with respect to the Deferred Amount: (i) the first day of the month following the Eligible Director’s death; (ii) the first day of the month following the termination of service or retirement of the Eligible Director as a member of the Board; (iii) the first day of the month following the Eligible Director’s Disability (as defined in Section 7); (iv) a fixed date in the future at least one year after the date of such deferral; provided, that such date is within the Eligible Director’s life expectancy determined at the time of the election; or (v) the earliest to occur of (i), (ii), (iii) or (iv) above.

2. Distribution Method. Distributions shall be made in ten (10) annual installments or, with the approval of the Committee, in a single distribution. In either case, such distribution will be in the form of whole Shares, and in the case of a single distribution or the 10^th installment, cash representing any fractional interest in a Share valued at the Fair Market Value on the date as of which such distribution is made.

6. Fair Market Value. “Fair Market Value” shall mean, with respect to each Share for any date:

A. The closing price of the Shares on The New York Stock Exchange as reported in the Midwest edition of the Wall Street Journal for such date (or if not then trading on the New York Stock Exchange, the closing price of the Shares

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on the stock exchange or over-the-counter market on which the Shares are principally trading on such date), or if there were not sales on such date, on the closest preceding date on which there were sales of Shares; or

B. If there shall be no public market for the Shares on such date, the fair market value of the Shares as determined in good faith by the Committee based upon a valuation of an independent appraiser.

7. Definition of Disability. “Disability” shall mean any condition which, in the opinion of a physician selected by the Committee, causes an Eligible Director to be unable to substantially perform services as a member of the Board for the remainder of the Eligible Director’s lifetime.

8. Issuance of Certificates. Certificates for Shares that have not been deferred pursuant to Section 5(C) shall be issued as soon as practicable after the Payment Date.

A. Restrictions on Transferability. All Shares delivered under the Plan shall be subject to such stop-transfer orders, and other restrictions as the Committee may deem advisable or legally necessary under any laws, rules, regulations and other legal requirements, including, without limitation, those of any stock exchange upon which the Shares are then listed and any applicable federal, state or foreign securities law.

B. Compliance with Laws. Anything to the contrary herein notwithstanding, the Company shall not be required to issue any Shares under the Plan if, in the opinion of the Company’s legal counsel, the issuance and delivery of such Shares would constitute a violation by the Eligible Director or the Company of any applicable law or regulation of any governmental authority, including, without limitation, federal and state securities laws and the rules of any stock exchange on which the Company’s securities may then be listed. If and to the extent that the Committee determines that it would be illegal, impracticable or inadvisable to issue Shares under the Plan, or to the extent Shares are unavailable, the Committee shall make any distribution of Shares otherwise required under the Plan in cash or such other property as may be reasonably acceptable to the distributee.

9. Withholding and Other Obligations. The Company shall require as a condition of delivery of any Shares to an Eligible Director that such Eligible Director remit an amount sufficient to satisfy any foreign, federal, state, local and other governmental withholding tax requirements relating thereto and any indebtedness or other obligation of the Eligible Director to the Company.

10. Plan Amendments and Termination. The Board may suspend or terminate the Plan at any time, and may amend it at any time and from time to time, in whole or in part, provided that no amendment or termination may adversely affect any rights of any Eligible Director that have accrued prior to the date of such amendment or termination.

11. Listing, Registration and Legal Compliance. If the Committee shall at any time determine that any Consent (as hereinafter defined) is necessary or desirable as

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a condition of, or in connection with, the granting of any award under the Plan, the issuance of Shares or other rights hereunder or the taking of any other action hereunder (each such action being hereinafter referred to as a “Plan Action”), then such Plan Action shall not be taken, in whole or in part, unless and until such Consent shall have been effected or obtained. The term “Consent” as used herein with respect to any Plan Action means: (i) the listing, registration or qualification of any Shares issued under the Plan on any securities exchange or under any foreign, federal, state or local law, rule or regulation; (ii) any and all consents, clearances and approvals with respect to a Plan Action by any governmental or other regulatory bodies; or (iii) any and all written agreements and representations by an Eligible Director with respect to the disposition of Shares or with respect to any other matter which the Committee shall deem necessary or desirable in order to comply with the terms of any such listing, registration or qualification, or to obtain an exemption from the requirement that any such listing qualification, or registration be made.

12. Right of Discharge Reserved. Nothing in the Plan shall confer upon any Eligible Director the right to continue in the service of the Company or affect any right that the Company may have to terminate the service of such Eligible Director.

13. Other Payments or Awards. Nothing contained in the Plan shall be deemed in any way to limit or restrict the Company, any affiliate, or the Board from making any award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect.

14. Rights Not Transferable or Subject to Alienation. No rights granted to an Eligible Director under this Plan may be sold, assigned or otherwise transferred by the Eligible Director other than by will or to a beneficiary as described in Section 5(C) herein. All rights granted to an Eligible Director under this Plan may be exercised only during the Eligible Director’s lifetime and only by such Eligible Director. An Eligible Director’s rights to payments under the Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by his creditors or his beneficiaries.

15. Rights as a Shareholder. An Eligible Director shall have no rights as a shareholder of the Company with respect to any Shares issuable under the Plan until such Shares have been delivered to the Eligible Director.

16. Indemnification. The Company hereby indemnifies members of the Committee and the Board for, and to hold each of them harmless, against any and all liabilities, losses, costs or expenses (including legal fees and expenses) of whatsoever kind and nature which may be imposed on, incurred by or asserted against them at any time by reason of their action under this Plan if they did not act dishonestly or in willful or grossly negligent violation of the law or regulation under which such liability, loss, cost or expense is not insured against or exceeds any insurance recovery.

17. Unfunded Plan. The Plan shall be unfunded and shall not create (or be construed to create) a trust or separate fund. The Plan shall not establish any fiduciary relationship between the Company and any Eligible Director or other person and shall

6

constitute a mere promise by the Company to make payments in the future. The Company may, in its sole discretion, establish a separate grantor trust to hold assets set aside to provide benefits under the Plan, provided that no Eligible Director shall have an interest in the assets of any such trust and the assets of such trust shall be available to pay claims of the Company’s general creditors on such terms and conditions as the trust may provide. To the extent any person holds any rights by virtue of a pending deferral under the Plan, such rights shall be no greater than the rights of an unsecured general creditor of the Company.

18. Governing Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of Illinois.

19. Severability. If any portion of the Plan is declared by any court or governmental authority to be invalid, such invalidity shall not affect any portion not declared to be invalid. Any portion so declared to be invalid shall, if possible, be construed in a manner which will give effect to the terms of such portion to the fullest extent possible while remaining valid.

20. Notices. All notices and other communications hereunder shall be given in writing and shall be personally delivered or sent by registered or certified mail, return receipt requested, or by reputable overnight delivery service. Any notice shall be deemed given on the date of delivery or receipt, and if mailed, shall be addressed: (a) to the Company, at 2275 Cabot Drive, Lisle, Illinois 60532, Attention: Board of Directors; and (b) to an Eligible Director, at the Eligible Director’s principal residential address last furnished to the Company. Either party may, by notice, change the address to which notice to such party is to be given.

21. Section Headings. The Section headings contained herein are for convenience only and are not intended to define or limit the contents of said Sections.

22. Effective Date. This Plan originally became effective on January 8, 1998. This amendment and restatement of the Plan is effective as of July 1, 2001.

23. Exculpation. It is understood that the obligations incurred by the Company with respect to this Plan do not constitute personal obligations of the directors, officers, employees or shareholders, and shall not create or involve any claim against, or personal liability on the part of, them or any of them. The Eligible Directors agree not to seek recourse against any such directors, officers, employees or shareholders, or any of them or any of their personal assets for satisfaction of any liability or with respect to the Plan.

7

Exhibit 2

WALLACE COMPUTER SERVICES, INC.

DIRECTOR RETAINER FEE PLAN

AMENDMENT NO. 1

WHEREAS, Wallace Computer Services, Inc., a Delaware corporation (the “Company”), heretofore has adopted and maintains for the benefit of certain of its directors the “Wallace Computer Services, Inc. Director Retainer Fee Plan, Amended and Restated as of July 1, 2001” (the “Plan”); and

WHEREAS, the Company desires to amend the Plan in certain respects.

NOW, THEREFORE, pursuant to the power of amendment contained in Section 10 of the Plan, the Plan hereby is amended as follows:

1. Effective as of January 1, 2003, the following new subsection E hereby is added to Section 5 of the Plan:

E. 2003 Director’s Fees. Notwithstanding any provision within this Section 5 or any other provision of the Plan to the contrary, Director’s Fees accrued under the Plan during 2003 shall be paid to Eligible Directors solely in the form of cash. Such Director’s Fees shall be paid to Eligible Directors, with respect to the Annual Retainer Fee, on the applicable Valuation Date, and with respect to Board and Committee meeting fees and chairperson fees, at such time or times at which such fees otherwise would be payable to Eligible Directors hereunder; provided, however, that in the event of the closing of the transactions contemplated by the Agreement and Plan of Merger dated as of January 16, 2003 among Moore Corporation Limited, M-W Acquisition, Inc. and the Company (the “Merger Agreement”), the following amounts shall be paid to each Eligible Director no later than ten (10) days after the Effective Time (as defined in the Merger Agreement):

(i) If the Effective Time occurs on a date other than a Valuation Date, the amount of the Annual Retainer Fee payable to the Eligible Director, which shall be equal to $7,750 multiplied by a fraction, the numerator of which is the number of days between the Valuation Date immediately preceding the Effective Time and the date on which the Effective Time occurs during which the Eligible Director served as a director of the Company, and the denominator of which is the number of days between the Valuation Date immediately preceding the Effective Time and the Valuation Date next following the Effective Time; and

(ii) the amount of any other accrued but unpaid Director’s Fees as of the Effective Time.

2. Effective as of the Effective Time (as defined in the Agreement and Plan of Merger dated as of January 16, 2003 among Moore Corporation Limited, M-W Acquisition, Inc. and the Company), the following new subsection F hereby is added to Section 5 of the Plan:

F. Effect of Closing of Transaction with Moore Corporation Limited.

Notwithstanding the provisions of Section 5(D)(2) or any other provision of the Plan to the contrary, this subsection F shall apply on and after the Effective Time. Except as expressly provided in this subsection F, the payment to be made to an Eligible Director in settlement of the Eligible Director’s Deferred Amount hereunder shall be made at the time, in the manner and subject to the terms and conditions set forth in other provisions of the Plan.

1. Form of Payment. On and after the Effective Time, any payment to be made to an Eligible Director in settlement of the Eligible Director’s Deferred Amount hereunder shall be in the form of cash, common shares of Moore Corporation Limited, or a combination thereof, as received by the trustee for the Wallace Computer Services, Inc. Benefit Trust (the “Benefit Trust”), as a result of the transactions contemplated by the Merger Agreement, in substitution of the Shares held in the Benefit Trust immediately prior to the Effective Time which were to be distributed to the Eligible Director in settlement of his or her Deferred Amount hereunder and with respect to which the trustee passed through to the Eligible Director the election set forth in Section 4.1 of the Merger Agreement.

2. Interest on Cash. To the extent any payment to be made to an Eligible Director in settlement of the Eligible Director’s Deferred Amount hereunder is to be made wholly or partially in cash, such cash amount shall be credited with interest from the Effective Time until such cash amount is distributed to the Eligible Director, compounded quarterly, at the rate equivalent to the average Moody’s Long-Term Corporate Bond Yield for the preceding calendar quarter as determined from the Moody’s Investor Service, Inc. (or any successor thereto).

3. Accrual of Director’s Fees. No Director’s Fees shall accrue under the Plan subsequent to the Effective Time.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officer on this 5th day of March, 2003.

WALLACE COMPUTER SERVICES, INC.
By:	/s/ M. David Jones
Title:

2

WALLACE COMPUTER SERVICES, INC.

DIRECTOR RETAINER FEE PLAN

AMENDMENT NO. 2

WHEREAS, Wallace Computer Services, Inc., a Delaware corporation (the “Company”), heretofore has adopted and maintains for the benefit of certain of its directors the “Wallace Computer Services, Inc. Director Retainer Fee Plan, Amended and Restated as of July 1, 2001” (the “Plan”); and

WHEREAS, the Company desires to amend the Plan in certain respects.

NOW, THEREFORE, pursuant to the power of amendment contained in Section 10 of the Plan, the Plan hereby is amended, effective as of the Effective Time (as defined in the Agreement and Plan of Merger dated as of January 16, 2003 (and as amended and restated as of April 14, 2003), among Moore Corporation Limited, Moore Holdings U.S.A. Inc., M-W Acquisition, Inc. and the Company), as follows:

1. Clause (ii) within Section 5(D)(1) of the Plan hereby is amended to read as follows:

(ii) the first day of the month following the later of the termination of service or retirement of the Eligible Director as a member of the board of directors of the Company, or any successor thereto, or the termination of service or retirement of the Eligible Director as a member of the board of directors of Moore Corporation Limited (as may be renamed Moore Wallace Incorporated), or any successor thereto;

2. Subsection 1 within Section 5(F) of the Plan hereby is amended to read as follows:

1. Form of Payment. On and after the Effective Time, any payment to be made to an Eligible Director in settlement of the Eligible Director’s Deferred Amount hereunder shall be in the form of cash, common shares of Moore Corporation Limited (as may be renamed Moore Wallace Incorporated), or a combination thereof, which form shall be determined by the Eligible Director prior to the Effective Time pursuant to an election similar to the election set forth in Section 4.1 of the Merger Agreement, as if the Eligible Director were a shareholder of the Company immediately prior to the Effective Time with respect to the Shares subject to the Deferred Amount (the “Director Election”). The Director Election shall be subject to the terms and conditions of the Merger Agreement, including without limitation the allocation procedures set forth in Section 4.1(c) of the Merger Agreement.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officer on this 12th day of May, 2003.

WALLACE COMPUTER SERVICES, INC.
By:	/s/ M. David Jones
Title:	Chairman & Chief Executive Officer

2

EX-99.7

Exhibit 99.7

FORM OF INDUCEMENT OPTION AGREEMENT

THIS AGREEMENT is made as of the              day of             , 2002

B E T W E E N:

MOORE CORPORATION LIMITED, a corporation

incorporated under the laws of Ontario, Canada

(i) (“Moore”)

- and -

[EXECUTIVE NAME]

(the “Executive”)

RECITALS:

Whereas as an inducement to enter into an employment relationship with Moore North America, Inc. and/or Moore, Moore granted to the Executive options (the “Options”) to purchase up to [no. of shares] Series 1 Preference Shares in accordance with the terms and conditions set out in the resolution of the Board approving the grant of Options (the “Board Resolution”) passed on December 11, 2000.

And whereas at the Annual and Special Meeting of Shareholders held on April 18, 2002, the shareholders of Moore passed a resolution approving the amendment of the terms of the Options (the “Shareholders’ Resolution”) to (i) remove the cash-out provision; and (ii) replace the right to exercise each Option for one Series 1 Preference Share with the right to exercise each Option for one common share of Moore.

And whereas the Board has passed a resolution approving the amendments of the Options in the manner contemplated in recital 2 above.

And whereas the Parties have entered into this Option Agreement to reflect the amended terms of the Options.

THEREFORE, the Parties agree as follows:

ARTICLE 1

INTERPRETATION

1.1 As used in this Option Agreement:

“BOARD” means the Board of Directors of Moore;

“BOARD RESOLUTION” shall have the meaning ascribed thereto in the recitals hereof;

“BUSINESS DAY” means a day, other than a Saturday or Sunday, on which the principal commercial banks located at Toronto, Ontario and New York, New York are open for business during normal banking hours;

“CHANGE OF CONTROL” shall mean any of the following: (i) (A) the acquisition of direct or indirect beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act), in the aggregate, of securities of Moore representing thirty percent (30%) or more of the total combined voting power of Moore’s then issued and outstanding voting securities entitled to vote in the general election for directors by any person or entity or group of associated persons or entities (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) acting in concert (other than Moore or its Subsidiaries or any employee benefit plan of either) (a “Person”), provided that, if a buyback of shares by Moore causes the Person to attain such limit, such limit shall not be deemed attained unless and until such Person acquires any such voting securities of Moore after the buyback that caused the level to be attained; (B) the amalgamation, merger or consolidation of Moore with any Person other than (a) an amalgamation, merger or consolidation which would result in the voting securities of Moore outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) fifty percent (50%) or more of the combined voting power (based on normal issue voting) of the voting securities of Moore or such surviving or parent entity outstanding immediately after such amalgamation, merger or consolidation in substantially the same proportion as immediately prior to such amalgamation, merger or consolidation; or (b) an amalgamation, merger or consolidation effected to implement a recapitalization of Moore (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly (as determined under Rule 13d-3 promulgated under the Exchange Act), of securities representing more than the amounts set forth in (A) above; (C) the approval by the shareholders of Moore of any plan or proposal for the complete liquidation or dissolution of Moore; or (D) the sale or other disposition of all or substantially all of the assets of Moore other than the sale or other disposition of all or substantially all of the assets of Moore either (x) to a person or persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power (based on normal issue voting) of the voting securities of Moore at the time of the sale, or (y) in a manner such that after such sale or other disposition the ultimate parent entity of the acquirer is, directly or indirectly, owned (based on normal issue voting) at least fifty percent (50%) by shareholders who immediately prior to such transaction owned at least fifty percent (50%) of the voting power (based on normal issue voting) of Moore immediately prior to such transaction in materially the same proportion as owned by such

shareholders immediately prior to such transaction; or (ii) during any period of not more than twenty-four (24) consecutive months, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into agreement with Moore to effect a transaction described in clause (i) or whose initial assumption of office is in connection with an actual or threatened “election contest” relating to the election of the directors of Moore (as such terms are used in Rule 14a-11 under the Exchange Act)) whose election by the Board or nomination for election by Moore’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof. Only the first Change in Control after the date hereof shall be deemed a Change in Control hereunder;

“COMMITTEE” means the Management Resources Committee of the Board or such other committee as the Board may appoint from time to time;

“COMMON SHARES” means the common shares in the capital of Moore;

“CURRENT MARKET VALUE” means, with respect to the Common Shares on any particular day, the closing price per Common Share on the immediately preceding trading day on the principal stock exchange on which the Common Shares are then listed (which shall be The Toronto Stock Exchange as long as the Common Shares are listed on such exchange), or, if not then so listed, shall be: (i) if the Common Shares are otherwise publicly traded, the fair market value of a Common Share on such date as determined in accordance with the method determined for such purpose by the Committee; or (ii) if the Common Shares are not otherwise publicly traded, the fair market value of a Common Share on such date shall be the fair market value of a Common Share on such date as determined by the Committee;

“DATE OF GRANT” means December 11, 2000;

“DISABILITY” means disability as interpreted in accordance with Moore’s disability policies applicable to the Executive;

“EXCHANGE ACT” means the U.S. Securities Exchange Act of 1934, as amended;

“EXERCISE DATE” means the date on which the Option is exercised in accordance with the provisions of Article 4;

“EXERCISE PRICE” means Cdn. $3.65 per Common Share as adjusted in accordance with the provisions of Article 5 and Article 6;

“FISCAL YEAR” means each calendar year ending December 31;

“NOTICE” shall have the meaning ascribed thereto in Article 12 hereof;

“OPTIONS” shall have the meaning ascribed thereto in the recitals hereof;

“OPTION AGREEMENT” means this Option Agreement;

“OPTION EXERCISE FORM” means the form of option exercise form attached as Schedule “A” hereto;

“OPTION SHARES” has the meaning ascribed thereto in Section 2.1;

“PARTIES” means Moore and the Executive, and “Party” means any one of them;

“RETIREMENT” means retirement as interpreted in accordance with Moore’s retirement policies applicable to the Executive;

“SERIES 1 PREFERENCE SHARES” means the Series 1 Preference Shares in the capital of Moore;

“SUBSIDIARY” means, with respect to Moore, (a) any corporation of which more than 50% of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned by Moore, and (b) any partnership in which Moore has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than 50%;

“TERM” means the period of time commencing on the date hereof and expiring at the Time of Expiry; and

“TIME OF EXPIRY” means the expiry time of the Options as determined pursuant to Article 3.

1.2 Time is of the essence in the performance of the Parties’ respective obligations.

1.3 Unless otherwise specified, all references to money amounts are to Canadian currency.

1.4 The division of this Option Agreement into sections and the insertion of headings are for convenience of reference and shall not affect the interpretation hereof.

1.5 When used in this Option Agreement, the masculine gender includes the feminine and neutral genders and vice versa, and the singular includes the plural and vice versa, where the context so requires, and the terms “herein”, “hereby”, “hereunder”, “hereof”, “this Option Agreement” and similar provisions refer to this Option Agreement as a whole and not to any particular section or other portion hereof unless the context otherwise permits.

1.6 Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day.

1.7 Whenever any payment is to be made or action to be taken under this Option Agreement is required to be made or taken on a day other than a Business Day, such payment shall be made or action taken on the next Business Day following such day.

1.8 This Option Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and there are no representations or warranties of any kind not contained herein. This Option Agreement supercedes all previous agreements and may not be amended or modified in any respect except by written instrument signed by the Parties and approved by The Toronto Stock Exchange.

1.9 The invalidity of any provision of this Option Agreement or any covenant herein contained shall not affect the validity of any other provision or covenant herein contained.

ARTICLE 2

GRANTING OF OPTIONS AND VESTING

2.1 The Parties hereby acknowledge and agree that (i) the Options have been granted by Moore to the Executive pursuant to the terms and conditions contained in the Board Resolution; and (ii) the terms and conditions of the Options as contained in the Board Resolution were amended pursuant to a further resolution of the Board and approved pursuant to the Shareholders’ Resolution as a result of which the Options are now subject exclusively to the terms and conditions contained in this Option Agreement and are exercisable only as provided in this Option Agreement.

2.2 Each Option entitles the Executive to purchase, at or prior to the Time of Expiry, one Common Share (collectively, the “Option Shares”) at the Exercise Price per share, subject to the terms and conditions set forth herein.

2.3 Subject to Section 2.4: (i) none of the Options shall be vested or exercisable until the date that is one year following the Date of Grant; (ii) twenty-five percent (25%) of the Options shall become vested and exercisable, subject to the terms and conditions of this Option Agreement, on the date that is one year following the Date of Grant; and (iii) an additional twenty-five percent (25%) of the Options shall become vested and exercisable, subject to the terms and conditions of this Option Agreement, on each of the dates that is two years, three years and four years following the Date of Grant such that on December 11, 2004 all of the Options shall have become vested and exercisable.

2.4 All of the Options shall immediately be vested and fully exercisable upon the occurrence of any of the following events: (i) a Change of Control; or (ii) the termination of the Executive’s employment by Moore as a result of the Executive’s retirement, disability or death.

2.5 The Committee may, subject to regulatory approval if required, waive the limitations on exercisability set forth in Section 2.3 at any time in whole or in part based on such factors, if any, as the Committee shall determined in its sole discretion.

2.6 The Executive and Moore acknowledge that the Options are non-qualified stock options for the purposes of United States income tax legislation.

2.7 Notwithstanding any other provision hereof, the number of Option Shares reserved for issuance to any one person shall not exceed 5% of the total issued and outstanding Common Shares at any given time.

ARTICLE 3

TERM, TERMINATION AND TIME OF EXPIRY

3.1 This Option Agreement shall terminate, and the Options shall expire and become null and void, on the earliest to occur of:

(i) 5:00 p.m. (Toronto time), on December 11, 2010;

(ii) the termination of the Executive’s employment by Moore for any reason other than retirement, disability or death;

(iii) the date which is one year following the termination of the Executive’s employment with Moore as a result of retirement or disability (the terms “retirement” and “disability” shall be interpreted in accordance with the Moore retirement and disability policies applicable to the Executive);

(iv) the date which is one year following the Executive’s death (whether or not the Executive continued to be employed by Moore at the time of his or her death).

ARTICLE 4

EXERCISE OF OPTIONS

4.1 The Executive may exercise the Options at any time or from time to time during the Term, in whole or in part by submitting to Moore a fully executed Option Exercise Form, accompanied by payment in full by the Executive to Moore of the applicable Exercise Price for the Option Shares to be purchased in connection with such Option exercise either: (i) in cash; (ii) by certified cheque or bank draft; (iii) through a procedure whereby the Executive delivers irrevocable instructions to a broker approved by the Committee to deliver promptly to Moore an amount equal to the applicable Exercise Price either upon exercise or sale, as approved by the Committee; or (iv) on such other terms and conditions as may be acceptable to the Committee (including, without limitation, the relinquishment of Options). No Common Shares shall be issued until payment therefor, as provided herein, has been made or provided for. Upon any such exercise, Moore shall forthwith cause certificates registered in the name of the Executive representing the aggregate number of the Common Shares as the Executive shall have then validly exercised Options to acquire to be delivered to the Executive.

4.2 If upon the exercise of Options pursuant to Section 4.1, no further Option Shares remain available for issuance under this Option Agreement, the Executive shall, at the time of delivery of the Option Exercise Form, also deliver to Moore this Option Agreement.

4.3 No fractional shares shall be issued upon exercise of Options.

4.4 The Options may be exercised at any time or from time to time as aforesaid during the Term and, at the Time of Expiry, the Options and this Option Agreement shall expire and terminate. The Options may be exercised, and are exercisable, only to the extent permissible in accordance with applicable law. For greater certainty from and after the Time of Expiry, the Options and this Option Agreement and the rights represented hereby shall be void and of no effect.

4.5 Nothing herein contained or done pursuant hereto shall obligate the Executive to purchase or pay for, or obligate Moore to issue, any Option Shares except those Option Shares in respect of which the Executive shall have validly exercised the Option to purchase hereunder and in the manner herein provided.

4.6 Moore covenants and agrees that all the Common Shares which may be issued upon the valid exercise of the Options will, upon issuance, be duly authorized, validly issued and non-assessable and free from all pre-emptive rights of any shareholder in connection with such exercise but subject to any legend requirements or other restrictions imposed by applicable law. Moore further covenants and agrees that, during the period within which the Options may be exercised, Moore will at all times have authorized and reserved, for the purpose of issue upon exercise of the Options, a sufficient number of authorized but unissued Common Shares when and as required to provide for the exercise of the Options.

4.7 The Executive shall have full ownership rights with respect to each Common Shares that is the subject of an Option upon the occurrence of, and shall not be deemed for any purpose to be the owner of any Common Share that is the subject of an Option until, (i) such Common Share shall have been issued in accordance with this Option Agreement; (ii) all requirements under applicable law and regulations with respect to such exercise shall have been complied with to the satisfaction of Moore; and (iii) Moore shall have issued and delivered such Common Share to the Executive.

ARTICLE 5

CORPORATE CHANGES

5.1 The existence of the Options shall not affect in any way the right or power of Moore or the shareholders of Moore to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the capital structure or business of Moore, or any merger, amalgamation, arrangement, or consolidation of Moore, or any issue of Common Shares or Series 1 Preference Shares, or any issue of bonds, debentures, preferred or prior preference stock ahead of or allocating the Common Shares or rights thereof, or the dissolution or liquidation of Moore, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding whether of a similar character or otherwise.

5.2 The number of Common Shares which may be purchased upon exercise of an Option shall be subject to adjustment from time to time upon the occurrence of any of the events set out below (each, a “Corporate Change”) and in the manner provided as follows. In the event of:

(a) any subdivision, redivision or change of the Common Shares at any time prior to the Time of Expiry into a greater number of Common Shares, Moore shall deliver, at the time of any exercise thereafter of the Option Agreement, such additional number of Common Shares as would have resulted from such subdivision, redivision or change if the exercise of the Option had been made immediately prior to the date of such subdivision, redivision or change on delivery of an amount, in accordance with Article 4, as adjusted to reflect such subdivision, redivision or change and the Exercise Price per Common Share shall be correspondingly reduced; or

(b) any consolidation or change of the Common Shares at any time prior to the Time of Expiry into a lesser number of Common Shares, then the number of shares deliverable by Moore on any exercise thereafter of the Option Agreement shall be reduced to such number of Common Shares as would have resulted from such consolidation or change if the exercise of the Option Agreement had been made immediately prior to the date of such consolidation or change on delivery of an amount, in accordance with Article 4, as adjusted to reflect such consolidation or change and the Exercise Price per Common Share shall be correspondingly increased.

5.3 Except as hereinbefore expressly provided, the issue by Moore of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property or labour or service, either on direct sale or on the exercise of rights or warrants to subscribe therefor, or on conversion of shares or obligations of Moore convertible into such shares or other securities, shall not affect, and/or an adjustment by reason thereof shall not be made with respect to the number or price of Common Shares issuable on exercise of the Option.

5.4 If any change in the outstanding Common Shares or any other event occurs as to which the other provisions of this Section 5 are not strictly applicable or, if strictly applicable, would not fairly protect the purchase rights of the Executive in accordance with such provisions, then the Board shall make an adjustment in the number or class of shares available under the Option Agreement, the Exercise Price or the application of such provisions, so as to protect such purchase rights as aforesaid. The adjustment shall be such as will give the Executive, upon exercise for the same aggregate Exercise Price, the total number, class and kind of shares as it would have owned had the Option Agreement been exercised immediately prior to the event and had it continued to hold such shares until after the event requiring adjustment.

ARTICLE 6

ADJUSTMENTS

6.1 For the purposes of Article 5:

(a) Any adjustment shall be made successively whenever Corporate Change shall occur, subject to the following provisions:

(i) all calculations shall be made to the nearest Common Share;

(ii) no adjustment shall be made in the number of Common Shares which may be subscribed for upon exercise of the Option Agreement unless it would require a change of at least one whole Common Share;

(iii) any adjustments made shall be determined by the Committee and such determination shall be final and conclusive.

ARTICLE 7

WITHHOLDING TAX

Moore shall have the right to deduct from all amounts paid in cash, or to otherwise require, prior to the issuance or delivery of any Common Shares, payment by the Executive of any taxes required by law to be withheld. In the case of payments in the form of Common Shares, the Executive shall be required to pay to Moore the amount of any taxes required to be withheld with respect to such shares; in lieu thereof, Moore shall have the right to sell without notice or to permit the Executive to elect to have Moore sell, a sufficient number of shares to cover the amount required to be withheld, or to withhold any such amount from the Executive’s salary. Any fraction of a Common Share required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in cash by the Executive.

ARTICLE 8

NO VOTING OR DIVIDEND RIGHTS

Nothing contained in this Option Agreement shall be construed as conferring upon the Executive the right to vote or to consent or to receive notice as a shareholder of Moore or any other matters or any rights whatsoever as a shareholder of Moore. No dividends or interest (if any) shall be payable or accrued in respect of the Options or the interest represented hereby or the Common Shares purchasable hereunder until, and only to the extent that, the Options shall have been exercised.

ARTICLE 9

NON-TRANSFERABILITY

The Options and this Option Agreement shall not be transferable or assignable by the Executive otherwise than by will or the laws of descent and distribution, and shall be exercisable during the lifetime of the Executive only by the Executive or his or her legal guardian or representative and after death only by the Executive’s legal representative. No assignments or transfers of the Options and this Option Agreement, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right whatsoever in any assignee or transferee and, immediately upon any assignment or transfer or attempt to assign or transfer, the Options and this Option Agreement will terminate and be of no further force or effect.

ARTICLE 10

FURTHER ASSURANCES

Moore and the Executive shall, with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Option Agreement and each of Moore and the Executive shall provide such further documents or instruments as may be reasonably necessary or desirable to effect the purpose of this Option Agreement and to carry out its provisions.

ARTICLE 11

NOTICES

Any notice or other writing required or permitted to be given under this Option Agreement or for the purposes of this Option Agreement (in this Section referred to as a “Notice”) shall be in writing and shall be sufficiently given if delivered, or if sent by prepaid registered mail or if transmitted by facsimile or other form of recorded communication tested prior to transmission to such Party:

(a) in the case of a Notice to Moore at:

Moore Corporation Limited

One Canterbury Green

Stamford, CT 06901

Attention: General Counsel

Fax: (203) 406-3856

(b) in the case of a Notice to the Executive, at:

[Executive Name]

[Street Address]

[City, State Zip Code]

[Fax Number]

or at such other address as the Party to whom such Notice is to be given shall have last notified the Party giving the same in the manner provided in this Section. Any Notice delivered to the Party to whom it is addressed as provided above shall be deemed to have been given and received on the day it is so delivered at such address, provided that if such day is not a Business Day then the Notice shall be deemed to have been given and received on the next Business Day. Any Notice sent by prepaid registered mail shall be deemed to have been given and received on the fifth Business Day following the date of its mailing. Any Notice transmitted by facsimile or other form of recorded communication shall be deemed given and received on the first Business Day after its transmission.

ARTICLE 12

GOVERNING LAW

This Agreement shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated, in all respects, as an Ontario contract.

IN WITNESS WHEREOF this Option Agreement has been executed as of the date first written above.

MOORE CORPORATION LIMITED
By:
	Name: Jennifer O. Estabrook
	Title: Senior Vice President, General
	Counsel & Assistant Secretary

SIGNED, SEALED & DELIVERED In the presence of:
Witness	[Executive Name]

SCHEDULE “A”

MOORE CORPORATION LIMITED

OPTION EXERCISE FORM

(ii) TO: Moore Corporation Limited (the “Corporation”)

1. Defined terms have the meaning set out in the Option Agreement executed between the Corporation and                      (the “Executive”) dated as of April 18, 2002.

2. The undersigned Executive hereby subscribes for              Common Shares of the Corporation (or such number of Common Shares or other securities or property to which such subscription entitles the undersigned in lieu thereof or in addition thereto under the provisions of the Option Agreement) pursuant to the Option Agreement at Cdn. $3.65 per Common Share prior to 5:00 p.m. on the Time of Expiry (or the adjusted dollar amount per Common Share at which the undersigned is entitled to purchase such Common Shares under the provisions of the Option Agreement) on the terms specified in the Option Agreement.

DATED this      day of                 ,            .

[Executive Name]

EX-99.8

Exhibit 99.8

MOORE WALLACE INCORPORATED

OPTION AGREEMENT

THIS AGREEMENT is made as of [            ] day of [            ]

B E T W E E N:

MOORE WALLACE INCORPORATED, a corporation

continued under the laws of Canada

(i) (the “COMPANY”)

- and -

[NAME], of the City of                      in the

State of                     

(the “EXECUTIVE”)

RECITALS:

A. As an inducement to enter into an employment relationship with the Company, the Company has agreed to grant the Executive non-assignable, non-transferable rights (the “OPTIONS”) to purchase up to [number] common shares in the share capital of the Company (the “COMMON SHARES”) pursuant to the terms of this option agreement (the “OPTION AGREEMENT”).

B. The Executive and the Company entered into an employment relationship effective as of [date].

C. The Board approved the grant of the Options to the Executive on the terms and conditions set out in a resolution of the Board passed on [date] (the “BOARD RESOLUTION”).

D. The Parties have entered into this Option Agreement to set out the terms and conditions applicable to the Options granted to the Executive.

THEREFORE, the Parties agree as follows:

ARTICLE 1

INTERPRETATION

1.1 DEFINITIONS

“Board” means the Board of Directors of the Company;

“Board Resolution” shall have the meaning ascribed thereto in the recitals hereof;

“Business Day” means a day, other than a Saturday or Sunday, on which the principal commercial banks located at Toronto, Ontario and New York, New York are open for business during normal banking hours;

“Cause” shall have the meaning ascribed to it in Annex A to the Letter Agreement between the Executive and the Company dated [date];

“Change of Control” shall have the meaning ascribed to it in Annex A of the Letter Agreement between the Executive and the Company dated [date];

“Committee” means the Board of Directors and, to the extent permitted by applicable law and the Company’s articles, the Compensation Committee to the extent the Board of Directors has delegated to the Compensation Committee all or any powers conferred on the Board of Directors in respect of this Option Agreement;

“Common Shares” shall have the meaning ascribed thereto in the recitals hereof;

“Date of Grant” means, [date];

“Disability” shall have the meaning ascribed thereto in the Company’s Short Term Disability and Long Term Disability policies in effect at the time of the Executive’s Disability;

“Employment Contract” shall have the meaning ascribed thereto in Section 1.3 hereof;

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended;

“Exercise Date” means the date on which the Option is exercised in accordance with the provisions of Article 4;

“Exercise Price” means $[price] per Common Share, being the closing price per Common Share on the New York Stock Exchange on [date], as adjusted in accordance with the provisions of Article 5 and Article 6;

“Good Reason” shall have the meaning ascribed to it in Annex A to the Letter Agreement between the Executive and the Company dated [date];

“Notice” shall have the meaning ascribed thereto in Article 14 hereof;

“Options” shall have the meaning ascribed thereto in the recitals hereof;

“Option Agreement” means this Option Agreement, including all schedules and all amendments or restatements, as permitted, and references to “Article” or “Section” mean the specified Article or Section of this Option Agreement;

“Option Exercise Form” means the form of option exercise notice attached as Schedule “A” hereto to be given in writing and signed by the Executive confirming the Executive’s intention to exercise a particular Option;

“Option Shares” means the Common Shares issuable upon the valid exercise of the Options;

“Parties” means the Company and the Executive, and “Party” means any one of them;

“Retirement” shall mean no earlier than the date on which the Executive is 55 years of age or older and has accrued 5 years of service with the Company;

“Subsidiary” means, with respect to the Company, (a) any corporation of which more than 50% of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned by the Company, and (b) any partnership in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than 50%;

“Term” means the period of time commencing on the date hereof and expiring at the Time of Expiry;

“Termination Date” means the date the Executive ceases to be employed by the Company or a Subsidiary, as applicable, and shall be the earliest of the following dates:

- the date on which the Executive gives the Company or a Subsidiary, as applicable, notice of resignation;

- the date on which the Company or a Subsidiary, as applicable, gives the Executive notice of termination of employment, (whether or not for cause); or

- the date the Executive ceases to provide services to the Company or a Subsidiary; and

“Time of Expiry” means the expiry time of the Options as determined pursuant to Article 3.

1.2 CERTAIN RULES OF INTERPRETATION

In this Agreement:

(a) AMENDMENTS - This Option Agreement may not be amended or modified in any respect except by written instrument signed by the Parties.

(b) CURRENCY - Unless otherwise specified, all references to money amounts are to lawful currency of the United States of America.

(c) GOVERNING LAW - This Option Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario.

(d) HEADINGS - Headings of Articles and Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Option Agreement.

(e) NO STRICT CONSTRUCTION - The language used in this Option Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

(f) NUMBER AND GENDER - When used in this Option Agreement, the masculine gender includes the feminine and neutral genders and vice versa, and the singular includes the plural and vice versa, where the context so requires, and the terms “herein”, “hereby”, “hereunder”, “hereof”, “this Option Agreement” and similar provisions refer to this Option Agreement as a whole and not to any particular section or other portion hereof unless the context otherwise permits.

(g) SEVERABILITY - If, in any jurisdiction, any provision of this Option Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Option Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other Party or circumstances.

(h) TIME - Time is of the essence in the performance of the Parties’ respective obligations.

(i) TIME PERIODS - Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day.

1.3 ENTIRE AGREEMENT

This Option Agreement and the agreements and other documents required to be delivered pursuant to this Option Agreement constitute the entire agreement between the Parties and set out all the covenants, promises, warranties, representations, conditions, understandings and agreements between the Parties pertaining to the subject matter of this Option Agreement and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written; provided, however that in the event any provision of this Agreement conflicts with or is inconsistent with the terms of the Executive’s written employment contract with the Company or any Subsidiary existing on the date hereof (the “Employment Contract”), the provisions of such Employment Contract shall govern. There are no covenants, promises, warranties, representations, conditions, understandings or other agreements, oral or written, express, implied or collateral between the Parties in connection with the subject matter of this Option Agreement except as specifically set forth in this Option Agreement, any Employment Contract and any document required to be delivered pursuant to this Agreement.

ARTICLE 2

GRANTING OF OPTIONS AND VESTING

2.1 GRANT OF OPTIONS

The Parties hereby acknowledge and agree that the Options have been granted by the Company to the Executive pursuant to the terms and conditions contained in the Board Resolution and that, except as provided in Section 1.3, such Options are subject exclusively to the terms and conditions contained in this Option Agreement and are exercisable only as provided in this Option Agreement.

2.2 ENTITLEMENT

Each Option entitles the Executive to purchase, at or prior to the Time of Expiry, one Common Share at the Exercise Price per Common Share, subject to the terms and conditions set forth herein. In the aggregate, the Company has granted 250,000 Options to the Executive.

2.3 VESTING

Subject to Section 2.4: (i) none of the Options shall be vested or exercisable until the date that is one year following the Date of Grant; (ii) twenty-five percent (25%) of the Options shall become vested and exercisable, subject to the terms and conditions of this Option Agreement, on the date that is one year following the Date of Grant; and (iii) an additional twenty-five percent (25%) of the Options shall become vested and exercisable, subject to the terms and conditions of this Option Agreement, on each of the dates that is two years, three years and four years following the Date of Grant such that on April 7, 2007 all of the Options shall have become vested and exercisable. Notwithstanding any other provision of this Option Agreement, Options shall cease to vest upon the occurrence of the Termination Date.

2.4 ACCELERATION OF VESTING

Upon any termination by the Company of the Executive without Cause or termination by the Executive for Good Reason following a Change in Control, all of the Options shall vest 100% immediately either as of the termination date (in the case of termination by the Company without Cause or termination by the Executive for Good Reason) or prior to the Change in Control becoming effective (solely in the event that upon or in connection with such Change in Control the Executive’s employment is terminated without Cause or the Executive terminates his employment for Good Reason), as applicable. Any termination by the Company without Cause or termination by the Executive for Good Reason which takes place within six (6) months prior to a Change in

Control shall be, presumptively, a termination following a Change in Control.

2.5 VESTING UPON DEATH, RETIREMENT OR DISABILITY

All of the Options shall immediately be vested and fully exercisable (i) in whole in the event that the Executive’s employment with the Company or a Subsidiary is terminated upon the occurrence of his death, Retirement or Disability during the Restricted Period.

2.6 COMPANY DISCRETION REGARDING VESTING

The Committee may, subject to regulatory approval if required, waive the limitations on exercisability set forth in Section 2.3 at any time in whole or in part based on such factors, if any, as the Committee shall determined in its sole discretion.

2.7 ACKNOWLEDGEMENT

The Executive and the Company acknowledge that the Options are non-qualified stock options for the purposes of United States income tax legislation.

ARTICLE 3

TERM, TERMINATION AND TIME OF EXPIRY

This Option Agreement shall terminate, and the Options shall expire and become null and void, on the earliest to occur of (the “TIME OF EXPIRY”):

(a) 5:00 p.m. (Toronto time), on [date];

(b) the date that this 180 days from the Termination Date of the Executive’s employment with the Company or a Subsidiary, as applicable, for any reason other than dismissal for cause, Retirement, Disability or death provided, however, that no further vesting of Options shall occur following the Termination Date;

(c) the date which is one year following the termination of the Executive’s employment with the Company as a result of Retirement or Disability, provided, however, that no further vesting of Options shall occur following the Termination Date;

(d) the date which is one year following the Executive’s death (whether or not the Executive continued to be employed by the Company at the time of his or her death), provided, however, that no further vesting of Options shall occur following the Termination Date; or

(e) on the Termination Date in the event that the Executive’s employment with the Company or a Subsidiary, as applicable, is terminated for cause and for greater certainty no further vesting of Options shall occur following the Termination Date.

ARTICLE 4

EXERCISE OF OPTIONS

4.1 EXERCISE OF OPTIONS

The Executive may exercise vested Options at any time or from time to time during the Term by submitting to the Company a fully executed Option Exercise Form, accompanied by payment in full by the Executive to the Company of the aggregate applicable Exercise Price for the Option Shares to be purchased in connection with such Option exercise either: (i) in cash; (ii) by certified cheque or bank draft; or (iii) on such other terms and conditions as may be acceptable to the Committee (including, without limitation, the relinquishment of Options). No Common Shares shall be issued until payment therefor, as provided herein, has been made. Upon any such exercise, the Company shall forthwith cause certificates registered in the name of the Executive representing the aggregate number of the Common Shares as the Executive shall have then validly exercised Options to acquire to be delivered to the Executive.

4.2 DELIVERY OF OPTION AGREEMENT

If upon the exercise of Options pursuant to Section 4.1, no further Option Shares remain available for issuance under this Option Agreement, the Executive shall, at the time of delivery of the Option Exercise Form, also deliver to the Company this Option Agreement.

4.3 FRACTIONAL SHARES

No fractional shares shall be issued upon exercise of Options.

4.4 TIMING OF OPTION EXERCISE

Vested Options may be exercised at any time or from time to time as aforesaid during the Term and, at the Time of Expiry, the Options and this Option Agreement shall expire and terminate. The Options may be exercised, and are exercisable, only to the extent permissible in accordance with applicable law. For greater certainty from and after the Time of Expiry, the Options and this Option Agreement and the rights represented hereby shall be void and of no effect.

4.5 NO OBLIGATION TO PURCHASE OPTION SHARES

Nothing herein contained or done pursuant hereto shall obligate the Executive to purchase or pay for, or obligate the Company to issue, any Option Shares except those Option Shares in respect of which the Executive shall have validly exercised the Option to purchase hereunder and in the manner herein provided.

4.6 COMPANY COVENANTS

The Company covenants and agrees that all the Common Shares which may be issued upon the valid exercise of the Options will, upon issuance, be duly authorized, validly issued and non-assessable and free from all pre-emptive rights of any shareholder in connection with such exercise but subject to any legend requirements or other restrictions imposed by applicable law. The Company further covenants and agrees that, during the period within which the Options may be exercised, the Company will at all times have authorized a sufficient number of authorized but unissued Common Shares when and as required to provide for the exercise of the Options.

4.7 RIGHTS ASSOCIATED WITH COMMON SHARES

The Executive shall have full ownership rights with respect to each Common Share that is the subject of an Option upon the occurrence of, and shall not be deemed for any purpose to be the owner of any Common Share that is the subject of an Option until, (i) such Common Share shall have been issued in accordance with this Option Agreement; (ii) all requirements under applicable law and regulations with respect to such exercise shall have been complied with to the satisfaction of the Company; and (iii) the Company shall have issued and delivered such Common Share to the Executive.

ARTICLE 5

CORPORATE CHANGE

5.1 RIGHT TO AFFECT CORPORATE CHANGES

The existence of the Options shall not affect in any way the right or power of the Company or the shareholders of the Company to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the capital structure or business of the Company, or any merger, amalgamation, arrangement, or consolidation of the Company, or any issue of Common Shares, or any issue of bonds, debentures, preferred or prior preference stock ahead of or allocating the Common Shares or rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding whether of a similar character or otherwise.

5.2 ADJUSTMENT TO OPTIONS

In the event of any change in the outstanding Common Shares by reason of any stock dividend or split, recapitalization, amalgamation, arrangement, merger, consolidation, spinoff, combination or exchange of shares or other corporate change, or any distributions to common shareholders other than regular cash dividends, the Committee may make such substitution or adjustment, if any, as it deems to be equitable, as to the number or kind of shares, Common Shares or other securities issued or reserved for issuance pursuant to outstanding Options (including adjustments to the number of Options and the Exercise Price of outstanding Options). Except pursuant to the previous sentence, the number of Options or Exercise Price of outstanding Options may not be reduced.

5.3 NO ADJUSTMENT

Except as hereinbefore expressly provided, the issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property or labour or service, either on direct sale or on the exercise of rights or warrants to subscribe therefor, or on conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and/or an adjustment by reason thereof shall not be made with respect to the number or price of Common Shares issuable on exercise of the Option.

ARTICLE 6

ADJUSTMENTS

For the purposes of Article 5:

(a) Any adjustment shall be made successively whenever an event requiring an adjustment shall occur, subject to the following provisions:

(i) all calculations shall be made to the nearest whole Common Share;

(ii) no adjustment shall be made in the number of Common Shares which may be subscribed for upon exercise of an Option unless it would require a change of at least one whole Common Share;

(iii) any adjustments made shall be determined by the Committee and such determination shall be final and conclusive.

ARTICLE 7

WITHHOLDING TAX

The Company shall have the right to deduct from any payment made pursuant to this Option Agreement, the amount of any taxes required by law to be withheld therefrom, or to require the Executive to pay to the Company such amount required to be withheld, prior to the issuance or delivery of any Common Shares. The Committee may, in its discretion, permit the Executive to make such arrangements as the Company may require to satisfy such withholding obligation.

ARTICLE 8

NO VOTING OR DIVIDEND RIGHTS

Nothing contained in this Option Agreement shall be construed as conferring upon the Executive the right to vote or to consent or to receive notice as a shareholder of the Company or any other matters or any rights whatsoever as a shareholder of the Company. No dividends or interest (if any) shall be payable or accrued in respect of the Options or the interest represented hereby or the Common Shares purchasable hereunder until, and only to the extent that, the Options shall have been validly exercised.

ARTICLE 9

NON-TRANSFERABILITY

The Options and this Option Agreement shall not be transferable or assignable by the Executive otherwise than by will or the laws of descent and distribution, and shall be exercisable during the lifetime of the Executive only by the Executive or his or her legal guardian or representative and after death only by the Executive’s legal representative. No assignments or transfers of the Options and this Option Agreement, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right whatsoever in any assignee or transferee and, immediately upon any purported assignment or transfer or attempt to assign or transfer the Options or this Option Agreement, the Options and this Option Agreement will terminate and be of no further force or effect.

ARTICLE 10

NOTICES

Any notice or other writing required or permitted to be given under this Option Agreement or for the purposes of this Option Agreement (in this Section referred to as a “NOTICE”) shall be in writing and shall be sufficiently given if delivered, or if sent by prepaid registered mail or if transmitted by facsimile or other form of recorded communication tested prior to transmission to such Party:

(a) in the case of a Notice to the Company at:

Moore Wallace Incorporated

1200 Lakeside Drive

Bannockburn, IL

60015-1243

Attention: Executive Vice President-Business and Legal Affairs

Fax:             (847) 607-7606

(b) in the case of a Notice to the Executive, at:

[name]

Moore Wallace Incorporated

375 Park Avenue, Suite 2607

New York, NY 10152

Phone:         [number]

or at such other address as the Party to whom such Notice is to be given shall have last notified the Party giving the same in the manner provided in this Section. Any Notice delivered to the Party to whom it is addressed as provided above shall be deemed to have been given and received on the day it is so delivered at such address, provided that if such day is not a Business Day then the Notice shall be deemed to have been given and received on the next Business Day. Any Notice sent by prepaid registered mail shall be deemed to have been given and received on the fifth Business Day following the date of its mailing. Any Notice transmitted by facsimile or other form of recorded communication shall be deemed given and received on the first Business Day after its transmission.

ARTICLE 11

MISCELLANEOUS

11.1 REPRESENTATION OF THE EXECUTIVE

The Executive agrees and represents that his acquisition of the Options and/or Common Shares is voluntary and that the purchase or continued holding of Common Shares by the Executive shall not be construed as giving the Executive any right to be retained in the employ of the Company or any Subsidiary. Further, the Company and its Subsidiaries expressly reserve the right at any time to dismiss the Executive free from any liability, or any claim under this Option Agreement, except as provided herein.

11.2 INTERPRETATION AND ADMINISTRATION

The Committee (or its delegate, within limits established by the Committee) shall have the authority to interpret this Option Agreement, to establish, amend and rescind any rules and regulations relating to the Options and to make all other determinations necessary or advisable for the administration or interpretation of this Option Agreement. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Option Agreement in the manner and to the extent it shall deem desirable to carry out its intended purpose. The determinations of the Committee in respect of the interpretation and administration of this Option Agreement, as described herein, shall be final and conclusive. No member of the Committee shall be liable for any such action or determination made in good faith.

11.3 FURTHER ASSURANCES

The Company and the Executive shall, with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Option Agreement and each of the Company and the Executive shall provide such further documents or instruments as may be reasonably necessary or desirable to effect the purpose of this Option Agreement and to carry out its provisions.

11.4 HEIRS, SUCCESSORS AND ASSIGNS

The provisions of this Agreement shall extend to and be binding upon the heirs, attorneys, guardians, estate trustees, administrators, executors, trustees, legatees, successors and permitted assigns of the Executive and the Company.

IN WITNESS OF WHICH this Option Agreement has been executed as of the date first written above.

MOORE WALLACE INCORPORATED

By:

        Name:

        Title:

SIGNED, SEALED & DELIVERED	[NAME]
In the presence of:
Witness

SCHEDULE “A”

MOORE WALLACE INCORPORATED

OPTION EXERCISE FORM

(ii) TO: Moore Wallace Incorporated (the “CORPORATION”)

1. Defined terms have the meaning set out in the Option Agreement executed between the Corporation and [name] (the “EXECUTIVE”) dated as of [date], 2003.

2. The undersigned Executive hereby subscribes for              Common Shares of the Corporation (or such number of Common Shares or other securities or property to which such subscription entitles the undersigned in lieu thereof or in addition thereto under the provisions of the Option Agreement) pursuant to the Option Agreement at U.S. $[price] per Common Share prior to 5:00 p.m. on the Time of Expiry (or the adjusted dollar amount per Common Share at which the undersigned is entitled to purchase such Common Shares under the provisions of the Option Agreement) on the terms specified in the Option Agreement.

DATED this         day of                     ,         .

    [name]

    Executive