S-8

As filed with the Securities and Exchange Commission on December 22, 2017

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

under

The Securities Act of 1933

FRANKLIN ELECTRIC CO., INC.

(Exact name of registrant as specified in its charter)

Indiana	35-0827455
(State of other jurisdiction of incorporation or organization)	(IRS employer identification no.)

9255 Coverdale Road

Fort Wayne, Indiana 46809

(Address of principal executive offices, including zip code)

FRANKLIN ELECTRIC CO., INC. RETIREMENT PROGRAM

HEADWATER COMPANIES, LLC. 401(K) PLAN

(Full title of the plans)

Jonathan Grandon

Chief Administrative Officer,

General Counsel and Secretary

Franklin Electric Co., Inc.

9255 Coverdale Road

Fort Wayne, Indiana 46809

(Name and address of agent for service)

(260) 824-2900

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

With a copy to:

Lauralyn G. Bengel

Schiff Hardin LLP

233 South Wacker Drive, Suite 6600

Chicago, Illinois 60606

(312) 258-5500

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

Large Accelerated Filerx
Non-Accelerated Filer o	(Do not check if a smaller reporting company)
Accelerated Filer o
Smaller Reporting Company o
Emerging Growth Company o

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

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be registered	Proposed maximum offering price per share (1)	Proposed maximum aggregate offering price (1)	Amount of registration fee
Common Stock, par value $.10 per share
Franklin Electric Co., Inc. Retirement Program	300,000 (2)	$45.18	$13,554,000	$1,688
Headwater Companies, LLC 401(k) Plan	50,000 (2)	$45.18	$2,259,000	$281
Total	350,000 (2)	$45.18	$15,813,000	$1,969
Interests in the Plans	(3)	(3)	(3)	(3)
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933 on the basis of $45.18 per share, the average of the high and low sales prices of the Common Stock reported on the NASDAQ Global Select Market on December 11, 2017. (2) Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Plan pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction which results in an increase in the number of outstanding shares of Common Stock. (3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of interests to be offered or sold pursuant to the Plans for which no separate fee is required.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by Franklin Electric Co., Inc. (the “Registrant”) are incorporated herein by reference:

(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2016;

(b) All other reports of the Registrant filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since December 31, 2016; and

(c) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed with the Commission on February 26, 1991.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

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 Indiana Business Corporation Law permits indemnification of directors, employees and agents of corporations under certain conditions and subject to certain limitations. Article VIII of the By-laws of the Registrant (“Article VIII”) provides that each person who was or is a party to, or has been threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the corporation, or that he or she was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, will be indemnified by the Registrant, to the fullest extent authorized by the Indiana Business Corporation Law, as currently in effect, against all expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding provided that the individual’s conduct was in good faith, and the individual reasonably believed that in the case of conduct in the individual’s official capacity with the Registrant, that such conduct was in its best interest and in all other cases, that the individual’s conduct was at least not opposed to its best interest, and in the case of any criminal proceeding, the individual either had reasonable cause to believe the individual’s conduct was lawful or had no reasonable cause to believe the individual’s conduct was unlawful. Article VIII provides that the rights conferred thereby are contract rights between the Registrant and each director or officer serving in each such capacity, and any repeal or modification of Article VIII shall not affect any rights or obligations thereunder with respect to any state of facts then or theretofore existing or any claim, action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. Article VIII provides that the Registrant may, by action of the Board of Directors, provide indemnification to its employees or agents of the Registrant, to the same extent as the indemnification provided to a director or officer of the Registrant.

The Registrant has insurance which, subject to certain policy limits, deductible amounts and exclusions, insures directors and officers of the Registrant for liabilities incurred as a result of acts committed in their capacity as directors and officers or claims made against them by reason of their status as directors or officers.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The exhibits filed herewith or incorporated by reference herein are set forth in the Exhibit Index filed as part of this Registration Statement. The Franklin Electric Co., Inc. Retirement Program is an individually designed plan and has received a Determination Letter from the Internal Revenue Service, and the Headwater Companies, LLC 401(k) Plan is an adoption of a prototype plan document that has received an Opinion Letter from the Internal Revenue Service, in each case stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code. The Registrant will cause to be made all changes required by the Internal Revenue Service in order to continue to so qualify the Plans.

Item 9. Undertakings.

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 of 1933;

(ii)    To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

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

provided, however, that paragraphs (i) and (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 by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2)    That, for the purpose of determining any liability under the Securities Act of 1933, 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.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing this Registration Statement and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Wayne, State of Indiana, on the 22^nd day of December, 2017.

FRANKLIN ELECTRIC CO., INC.

(Registrant)

By:	/s/ Gregg C. Sengstack
	Gregg C. Sengstack
	Chairman and Chief Executive Officer
	(Principal Executive Officer)

Each person whose signature appears below appoints each of Gregg C. Sengstack and John J. Haines as such person’s true and lawful attorney to execute in the name of each such person, and to file, any amendments to this Registration Statement that such attorney deems necessary or desirable to enable the Registrant to comply with the Securities Act of 1933, and any rules, regulations, and requirements of the Commission with respect thereto, in connection with the registration of the shares of Common Stock (and the related Common Stock Purchase Rights attached thereto) that are subject to this Registration Statement, which amendments may make such changes in such Registration Statement as the above-named attorneys deem appropriate, and to comply with the undertakings of the Registrant made in connection with this Registration Statement, and each of the undersigned hereby ratifies all that said attorneys will do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Gregg C. Sengstack	Chairman and Chief Executive Officer	December 22, 2017
Gregg C. Sengstack	(Principal Executive Officer)
/s/ John J. Haines	Vice President and Chief Financial Officer	December 22, 2017
John J. Haines	(Principal Financial and Accounting Officer)
/s/ David T. Brown	Director	December 22, 2017
David T. Brown
/s/ Renee J. Peterson	Director	December 22, 2017
Renee J. Peterson
/s/ David A. Roberts	Director	December 22, 2017
David A. Roberts
/s/ Jennifer L. Sherman	Director	December 22, 2017
Jennifer L. Sherman
/s/ Thomas R. VerHage	Director	December 22, 2017
Thomas R. VerHage
/s/ David M. Wathen	Director	December 22, 2017
David M. Wathen

The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan Administrator has caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Wayne, State of Indiana, on the 22^nd day of December, 2017.

FRANKLIN ELECTRIC CO., INC.

RETIREMENT PROGRAM

HEADWATER COMPANIES, LLC 401(k) PLAN

By:	/s/ Jonathan M. Grandon
Name:	Jonathan M. Grandon
Title:	Chief Administrative Officer, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Description
4.1	Amended and Restated Articles of Incorporation of Franklin Electric Co., Inc. (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K filed on May 3, 2007).
4.2	Amended and Restated By-Laws of Franklin Electric Co., Inc., as amended December 16, 2016 (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K filed on December 21, 2016).
4.3	Franklin Electric Co., Inc. Retirement Program
4.4	Headwater Companies, Inc. 401(k) Plan
23	Consent of Deloitte & Touche LLP.
24	Powers of Attorney (contained on the signature pages hereto).

EX-4.3

FRANKLIN ELECTRIC CO., INC.

RETIREMENT PROGRAM

(Amended and Restated Effective January 1, 2015)

TABLE OF CONTENTS

PAGE

ARTICLE I	NAME OF PLAN AND PURPOSE	1
1.01	Title	1
1.02	Purpose	1
1.03	Effective Date	1
ARTICLE II	DEFINITIONS	2
2.01	“Account”	2
2.02	“Administrator”	2
2.03	“Affiliate”	2
2.04	“After-Tax Contribution”	2
2.05	“Annual Addition”	2
2.06	“Annual Compensation”	2
2.07	“Before-Tax Contributions”	3
2.08	“Beneficiary”	3
2.09	“Board of Directors”	3
2.1	“Break In Service”	3
2.11	“Code”	3
2.12	“Committee”	3
2.13	“Company”	3
2.14	“Company Contribution”	4
2.15	“Company Stock”	4
2.16	“Credited Service”	4
2.17	“Disability”	4
2.18	“Employee”	5
2.19	“ERISA”	5
2.2	“Franklin Pump”	5
2.21	“Hour of Service”	5
2.22	“Highly Compensated Employee”	6
2.23	“Leave of Absence”	6
2.24	“Limitation Year”	7
2.25	“Matching Contribution”	7
2.26	“Named Fiduciary(ies)”	7
2.27	“Non-forfeitable”	7
2.28	“Normal Retirement Date”	7
2.29	“One-Year Break in Service”	7
2.3	“Participant”	7
2.31	“Plan”	7
2.32	“Rollover Account”	7
2.33	“Roth Contributions”	7
2.34	“Service”	7
2.35	“Service Contribution”	8

TABLE OF CONTENTS

PAGE

2.36	“Transfer Account”	8
2.37	“Trust”	8
2.38	“Trustee”	9
2.39	“USERRA”	9
2.4	“Valuation Date”	9
2.41	“Vesting Service”	9
2.42	“Year” or “Plan Year”	9
2.43	“Year of Service”	10
ARTICLE III	PARTICIPATION	10
3.01	Eligibility Requirements	10
3.02	Participation	11
3.03	Rules Governing Participation	11
ARTICLE IV	CONTRIBUTIONS	12
4.01	Before-Tax Contributions, Roth Contributions and Matching Contributions	12
4.02	Distribution of Excess Deferrals	15
4.03	Service Contributions	16
4.04	Company Contributions	19
4.05	Maximum Annual Additions	19
4.06	Company’s Payments to the Trustee	20
4.07	Acceptance of Rollovers	20
ARTICLE V	ALLOCATIONS	21
5.01	Accounts	21
5.02	Crediting of Participant’s Contributions	21
5.03	Interpretation of Certain Dates	21
5.04	Assistance to Trustee	21
ARTICLE VI	BENEFITS	21
6.01	Normal Retirement	21
6.02	Disability	21
6.03	Death	22
6.04	Other Termination of Employment	22
6.05	Benefit Distribution Methods	22
6.06	Medium of Distribution	24
6.07	Retiring Participant’s Obligations	24
6.08	Other Distributions	24
6.09	Commencement of Payment of Benefits	24
6.1	Hardship Distribution of Before-Tax and Roth Contributions	25
6.11	In-Service Distributions	26
6.12	Withdrawal by Participant of After-Tax Contributions	26
6.13	Withdrawal from Transfer Account	27
6.14	Loans	27
6.15	Consent to Distribution: Special Distribution Rules	28
6.16	Unclaimed Amounts and Forfeitures	29
6.17	Minimum Distribution Requirements	29

TABLE OF CONTENTS

PAGE

ARTICLE VII	BENEFICIARIES	30
7.01	Married Participants	30
7.02	Unmarried or Spouse/Consent Participants	30
7.03	Condition of Receipt of Payments by Beneficiary	31
7.04	Qualified Domestic Relations Orders	31
ARTICLE VIII	TRUST FUND	31
8.01	Trust Agreement	31
8.02	Directed Investments by Participants.	31
ARTICLE IX	COMMITTEE	32
9.01	Committee	32
9.02	Resignation of Committee Member and Appointment of Successor	32
9.03	Compensation of Committee Members	32
9.04	Powers and Duties of Committee	32
9.05	No Discrimination	33
ARTICLE X	TERMINATION OR DISCONTINUANCE	33
10.01	Right to Terminate Plan	33
10.02	Effect of Termination or Discontinuance	34
ARTICLE XI	AMENDMENTS	34
11.01	Amendments to this Plan	34
11.02	Amendments to Become Part of the Plan	35
11.03	Approval of Amendments by Internal Revenue Service	35
ARTICLE XII	CERTAIN FIDUCIARY MATTERS	35
12.01	Named Fiduciary; Administrator	35
12.02	Allocation of Fiduciary Duties	35
12.03	Multiple Capacities	36
12.04	Employment of Others	36
12.05	Claims Procedure	36
12.06	Investment Objectives and Funding Policies	37
ARTICLE XIII	INDEMNIFICATION	37
ARTICLE XIV	PARTICIPATING EMPLOYERS	37
14.01	Definition	37
14.02	In General	37
14.03	Employees Treated As Employed by One Employer	37
14.04	Contributions	37
14.05	Withdrawal by Participating Employer	38
14.06	Service Prior to Business Transaction	38
ARTICLE XV	TOP-HEAVY PROVISIONS	38
15.01	Top-Heavy Definitions	38
15.02	Minimum Allocation	41
15.03	Non-forfeitability of Minimum Allocation	41
15.04	Compensation Limitation	42
15.05	Top-Heavy Compensation	42
15.06	Top-Heavy Valuation Date	42

TABLE OF CONTENTS

PAGE

ARTICLE XVI	MISCELLANEOUS MATTERS	42
16.01	Expenses of Administration	42
16.02	Notices by the Company to the Trustee and Committee	42
16.03	No Recovery by the Company	42
16.04	Governing Law	42
16.05	Inspection of Records by Participants	43
16.06	Construction of Plan	43
16.07	Persons Under Legal Disability	43
16.08	Spendthrift Provision	43
16.09	Condition of Qualification	44
16.1	Merger	44
16.11	Successors and Assigns	44
16.12	Gender and Number	44
16.13	Participant’s Rights	44
16.14	No Guarantee	45
16.15	Overpayments, Recoupment	45
16.16	Counterparts	45
16.17	Qualified Domestic Relation Orders (“QDROs”)	45
16.18	Special Rules Relating to Veterans Reemployment Rights Under USERRA and the HEART Act	46
16.19	Protected Benefits	47
ARTICLE XVII	PROVISIONS RELATING TO PRIOR PLANS	48
17.01	Merger of Prior Plans into the Plan	48
17.02	Prior Plan Accounts	48
17.03	Eligibility to Participate	48
17.04	Before-Tax Contributions	48
17.05	Matching Contributions	48
17.06	Non-forfeitable	48
17.07	Directed Investment	48
17.08	In-Service Withdrawals	48
17.09	Payment of Account Balance	49
17.1	Loans	49
17.11	Use of Terms	49
ARTICLE XVIII	PROVISIONS RELATING TO FRANKLIN ELECTRIC cO., iNC. eMPLOYEE sTOCK OWNERSHIP PLAN	49
18.01	Merger of Franklin Electric Co., Inc. Employee Stock Ownership Plan into the Plan	49
18.02	ESOP Accounts	49
18.03	Vesting	49
18.04	Directed Investment	50
18.05	ESOP References	50
ARTICLE XIX	ACCOUNTS TRANSFERRED FROM AMCHECK PORTLAND 401(K) PLAN for employees of cerus inDUSTRIAL	51
19.01	Use of Terms	51

TABLE OF CONTENTS

PAGE

19.02	Transfer of Accounts	51
19.03	Non-forfeitable	51
19.04	Elective Contribution and Rollover Contribution Sub-Accounts	51
19.05	Roth Contribution Sub-Account	51
19.06	Directed Investment	51
19.07	In-Service Withdrawals	51
19.08	Payment of Account Balance	51
19.09	Loans	52
ARTICLE XX	ACCOUNTS TRANSFERRED FROM Pioneer pump, inc. 401(K) PLAN	52
20.01	Use of Terms	52
20.02	Transfer of Accounts	52
20.03	Non-forfeitable	52
20.04	Elective Contribution and Rollover Contribution Sub-Accounts	52
20.05	Roth Contribution Sub-Account	52
20.06	Directed Investment	52
20.07	In-Service Withdrawals	52
20.08	Payment of Account Balance	53
20.09	Loans	53

Exhibit 4.3

FRANKLIN ELECTRIC CO., INC.

RETIREMENT PROGRAM

(Amended and Restated Effective December 1, 2013)

This Plan, as Amended and Restated Effective January 1, 2015, is effective the 1st day of January, 2015, unless otherwise designated herein. The Plan is established and maintained by Franklin Electric Co., Inc., a corporation organized and existing under the laws of the State of Indiana (“Franklin”). The Plan is hereby executed and restated effective January 1, 2015 to incorporate all Plan amendments executed since December 1, 2013 and to generally update outdated Plan provisions.

WITNESSETH THAT:

WHEREAS, Franklin established the Franklin Electric Co., Inc. Directed Investment Salary Plan (the “Plan”), effective January 1, 1984, which Plan has been amended from time to time; and

WHEREAS, pursuant to Article XI of the Plan, the Employee Benefits Committee is authorized to amend the Plan as it deems appropriate, and now deems it appropriate to further amend and restate this Plan, effective as of January 1, 2015.

NOW, THEREFORE, in consideration of the premises and for the purpose of setting forth the rights and obligations of Franklin, the Participants and the Trustee, the Plan, as amended and restated effective January 1, 2015, is as follows:

ARTICLE I
NAME OF PLAN AND PURPOSE

1.01Title. This Plan is established for the exclusive benefit of Participants and their Beneficiaries and shall be known as the Franklin Electric Co., Inc. Retirement Program (the “Plan”).

1.02Purpose. It is the purpose of this Plan to provide those Employees of the Company who become Participants under the Plan with benefits as provided in the Plan for the benefit of themselves and their Beneficiaries in order to compensate and reward such Participants for loyal and faithful service and to aid them in increasing their economic security. This Plan shall qualify as a “profit sharing plan” for purposes of Section 401(a)(27)(B) of the Code.

1.03Effective Date. Except as otherwise specifically provided herein, the provisions of the Plan apply only to Participants (or Beneficiaries) who participate in the Plan on or after January 1, 2015. Any Participant who retired or terminated employment prior to January 1, 2015 (or Beneficiary thereof) shall have his rights determined under the provisions of the Plan as it existed when his employment relationship terminated; provided, however, that the minimum distribution requirements described by Section 401(a)(9) of the Code shall apply to the extent required by law.

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ARTICLE II
DEFINITIONS

For the purpose of this Plan, the following words, when used herein, shall have the following meanings unless the context clearly indicates otherwise:

2.01“Account” shall mean the record and account of a Participant’s interest in the assets of the Trust, as maintained by the Trustee pursuant to the provisions of Section 5.01.

2.02“Administrator” shall mean the Administrator designated at Section 12.01 of this Plan.

2.03“Affiliate” shall mean any person or entity that, together with Franklin, would be treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

2.04“After-Tax Contribution” shall mean Company contributions made to the Plan prior to January 1, 1987 on an after-tax basis at the election of the Participant, in lieu of cash Compensation, pursuant to the provisions of Section 6.12.

2.05“Annual Addition” shall mean the addition to a Participant’s Account as defined in Section 415(c)(2) of the Code.

2.06“Annual Compensation” shall mean:

(a)Wages paid by the Company to an Employee while a Participant that are subject to withholding including, without limitation, bonuses, commissions, overtime and any other amount required to be taken into account under Treasury Regulation §1.415(c)-2(b), but excluding any taxable income pertaining to or resulting from participation in the Company’s stock-based plans, any reimbursements or other expense allowances, fringe benefits (cash and non-cash), moving expenses, deferred compensation, welfare benefits, any amounts paid after termination of employment with the Company (other than those required to be included in accordance with Treasury Regulation §1.415(c)-2(e)(3)) and any other amount required to be excluded under Treasury Regulation §1.415(c)-2(c). Wages subject to withholding is defined to mean wages within the meaning of Section 3401(a) of the Code for the purpose 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. Annual Compensation shall also include any amount which is contributed by the Company pursuant to a salary reduction agreement and which is not includible in the gross income of the Participant under Sections 125, 132(f)(4), 402(e)(3) or 402(h)(1)(B) of the Code.

(b)In addition to other applicable limitations set forth in the Plan and notwithstanding any other provision of the Plan to the contrary, the annual Compensation of each Employee taken into account under the Plan shall not exceed the EGTRRA annual compensation limit. The EGTRRA annual compensation limit is $265,000, as adjusted by

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the Commissioner for increases in the cost of living in accordance with Code Section 401(a)(17)(B). The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding 12 months, over which Compensation is determined (determination period) beginning in such calendar year. If a determination period consists of fewer than 12 months, the EGTRRA annual compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the determination period, and the denominator of which is 12. Any reference in this Plan to the limitation under Code Section 401(a)(17) shall mean the EGTRRA annual compensation limit set forth in this Section.

2.07“Before-Tax Contributions” shall mean Company contributions made to the Plan on a pre-tax basis at the election of the Participant pursuant to a salary reduction agreement, in lieu of cash Compensation.

2.08“Beneficiary” shall mean a person(s), trust(s), estate(s), or other entity(ies) designated by a Participant to receive any amount or benefit due upon the death of such Participant. In the event the Participant dies without a written beneficiary designation on file with the Administrator, his Beneficiary shall be deemed to be the estate of the Participant. The designation of a spouse as Beneficiary shall become null and void in the event of the divorce of the Participant unless the Participant makes a beneficiary designation after the final date of such divorce naming such former spouse as his Beneficiary. The provisions of Section 7.02 below provide further rules pertaining to the naming of a Beneficiary.

2.09“Board of Directors” shall mean the Board of Directors of Franklin.

2.10“Break In Service” means the cessation of crediting Hours of Service when the Employee (a) terminates employment; (b) is discharged; (c) fails to report for work within the period required under the law pertaining to veterans’ reemployment rights after he is released from military duty with the armed forces of the United States, in which case his Break in Service shall be deemed to have occurred on the first day of his authorized Leave of Absence for such military duty; (d) is on layoff and fails to return to employment, in which case his Break in Service shall be deemed to have occurred on the first day of such layoff; or (e) dies.

2.11“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. Reference to a section of the Code shall include that section and any comparable section or sections of any future legislation that amends, supplements, or supersedes said section.

2.12“Committee” shall mean the Employee Benefits Committee of Franklin Electric Co., Inc. as appointed by its Board of Directors from time to time.

2.13“Company” shall mean Franklin and any Affiliate that adopts this Plan, subject to the approval of Franklin. For purposes of determining employment and termination of employment with the Company, “Company” shall include all Affiliates.

2.14“Company Contribution” shall mean the contribution to the Plan made by the Company in accordance with Section 4.04.

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2.15“Company Stock” shall mean any qualifying Company security within the meaning of Section 4975(e)(8) of the Code and Section 407(d)(5) of ERISA and regulations thereunder.

2.16“Credited Service” means the service used to determine the amount of a Participant’s Service Contribution under Section 4.03 of the Plan. A Participant shall be credited with one year of Credited Service for each Plan Year commencing on or after January 1, 2012 during which the Participant has been credited with at least 1,000 Hours of Service with the Company A Participant may not be credited with any partial years of Credited Service.

(a)If an Employee who has had a Break in Service is subsequently reemployed by the Company as a Employee and resumes participation in the Plan, he shall be considered a new Employee for purposes of the Plan, except (i) if at such Break in Service he was vested in any portion of his Account, the Credited Service he had at such Break in Service shall be reinstated upon his reemployment; (ii) if he is reemployed before he has incurred a One-Year Break in Service, his prior Credited Service shall be reinstated upon his reemployment; or (iii) if neither (i) nor (ii) above are applicable and if the number of consecutive One-Year Breaks in Service ending after a Break in Service does not equal or exceed five, his prior Credited Service shall be reinstated upon his reemployment.

(b)A Participant who was an active participant in the Franklin Electric Co., Inc. Cash Balance Pension Plan (the “Cash Balance Plan”) on December 31, 2011 had all “credited service” credited to him under the Cash Balance Plan as of such date counted as Credited Service. A Participant who (i) was not an active participant in the Cash Balance Plan on December 31, 2011 or (ii) had less than five years of “credited service” credited to him under the Cash Balance Plan on December 31, 2011 was credited with one year of Credited Service for each Plan Year commencing prior to January 1, 2012 (up to a maximum of five years of Credited Service), during which the Participant was credited with at least 1,000 Hours of Service.

(c)For purposes of Section 4.03(c)(iii) only, if data is not available to calculate years of Credit Service for a Participant’s period of employment while classified as an hourly employee, such Participant will be credited with one year of Credited Service for each Year of Service completed during such period.

2.17“Disability” means a physical or mental impairment that (a) renders a Participant eligible for disability benefits under the federal Social Security Act in effect on the date of Disability, or (b) causes a Participant to be approved for long-term disability coverage by the Company’s long-term disability benefit provider. A Disability shall be deemed to exist only upon the submission of evidence to the Committee that a Participant is eligible for disability benefits under the Social Security Act or was approved for long-term disability benefits by the Company’s long-term disability benefit provider.

2.18“Employee” shall mean:

(a)Any employee receiving salary or wages directly from the Company.

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(b)Notwithstanding the foregoing, “Employee” shall not include (i) any employee of the Company covered by a collective bargaining agreement between employee representatives of the Company if retirement benefits were the subject of good faith bargaining between such employee representatives and the Company, and such collective bargaining agreement does not provide for the participation in the Plan, or (ii) any employee of the Company who is a non-resident alien and who receives no earned income from the Company that constitutes income from sources within the United States.

(c)A person who is not employed by the Company but who performs services for the Company pursuant to an agreement between the Company and a leasing organization shall be considered a “leased employee” after such person performs such services on a substantially full-time basis for at least 12 months and the services are performed under the primary direction or control of the Company. A person who is considered a leased employee of the Company shall not be considered an Employee for purposes of the Plan. If a leased employee subsequently becomes an Employee, and thereafter participates in the Plan, he shall be given credit for his period of employment as a leased employee for eligibility and vesting purposes, except to the extent that the requirements of Section 414(n)(5) of the Code were satisfied with respect to such Employee while he was a leased employee.

(d)An independent contractor is not considered an Employee for purposes of the Plan. The term “independent contractor” shall mean a person who is not considered to be a “leased employee” as defined above and who is engaged as an independent contractor pursuant to a contract, or otherwise contemplates or implies that he will function as an independent contractor. Only individuals who are paid as Employees from the Company payroll and treated by the Company at all times as Employees shall be deemed Employees for purposes of the Plan, and no independent contractor shall be treated as an Employee under the Plan during the period he renders services to the Company as an independent contractor. Any person retroactively or in any other way held or found to be a “common law employee” shall not be eligible to participate in the Plan for any period during which he was not treated as an employee by the Company and considered to be an “Employee” under this definition.

2.19“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended. Reference to a section of ERISA shall include that section and any comparable section or sections of any future legislation that amends, supplements, or supercedes said section.

2.20“Franklin Pump” means the Franklin Pump division of the Company located at Little Rock, Arkansas.

2.21“Hour of Service” means (a) each Hour for which an Employee is paid or entitled to payment for the performance of duties for the Company or an Affiliate during the applicable computation period for which his Hours of Service are being determined; (b) each Hour for which an Employee is directly or indirectly paid by the Company or an Affiliate or is entitled to payment from the Company or an Affiliate during which no duties are performed by reason of vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence (but not in excess of 501 hours in any continuous period during which no duties are performed);

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and (c) each Hour of Service for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Company (but not in excess of 501 hours in any continuous period).

Hours of Service shall be calculated in accordance with Department of Labor Regulations Section 2530.200b-2(b) and (c) or^. any future legislation or regulation that amends, supplements or supersedes that Section.

In determining Hours of Service, an Employee who is employed by the Company or an Affiliate on other than an hourly rated basis, or for whom no time records are available to determine an Hour of Service, shall be credited with eight Hours of Service per day for each day the Employee would be credited with service pursuant to Subsection (a), (b) or (c) above.

Solely for purposes of determining whether a Break in Service has occurred for purposes of Vesting Service, Hours of Service shall include Hours (not to exceed 501 Hours for any single absence) which would have been credited to such Employee but for an approved Leave of Absence due to the Employee’s pregnancy, the birth of the Employee’s child, the placement of a child with the Employee in connection with the Employee’s adoption of such child, or the caring for such child for a period beginning immediately following such birth or placement.

Solely for purposes of determining whether a Break in Service has occurred for purposes of Vesting Service, Hours of Service shall include Hours during an approved leave of absence granted by the Company or any Affiliate to an Employee pursuant to the Family and Medical Leave Act, if the Employee returns to work for the Company or an Affiliate at the end of such leave of absence.

2.22“Highly Compensated Employee” shall mean any Employee who (a) during the current Plan Year or the preceding Plan Year was at any time a 5% owner of the Company; or (b) during the preceding Plan Year received Compensation from the Company in excess of $120,000, or such greater amount provided by the Secretary of the Treasury pursuant to Code Section 414(q), and, if elected by the Company, was in the Top Paid Group of Employees for such Plan Year. A Participant is in the Top Paid Group for such Plan Year if he is in the group consisting of the top 20% of the Employees when ranked on the basis of Compensation (as defined in Code Section 414(q)(4)) paid during such Plan Year.

2.23“Leave of Absence” shall mean permission granted to an Employee by the Company, in writing, to be absent from the active performance of his duties for any reason pursuant to policies established from time to time by the Company with the understanding that the Employee will return to the active employment of the Company at the expiration of such Leave of Absence.

2.24“Limitation Year” shall mean the same 12-month period as the Plan Year, unless otherwise resolved by the Board of Directors of Franklin.

2.25“Matching Contribution” shall mean a contribution made to the Plan by the Company on account of a Participant’s Before-Tax Contribution.

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2.26“Named Fiduciary(ies)” shall mean the Named Fiduciary(ies) designated at Section 12.01 of this Plan.

2.27“Non-forfeitable” shall mean that portion of a Participant’s Account to which a Participant is entitled upon termination of employment with the Company as provided in Article VI below.

2.28“Normal Retirement Date” shall mean the first day of the month coinciding with or next following the date on which the Participant shall have attained his 65th birthday.

2.29“One-Year Break in Service” means a Plan Year in which an Employee who has had a Break in Service has fewer than 501 Hours of Service.

2.30“Participant” shall mean an Employee who has satisfied the participation requirements described in Section 3.01 below.

2.31 “Plan” shall mean this Franklin Electric Co., Inc. Retirement Program, as amended from time to time.

2.32“Rollover Account” shall mean that portion of such Participant’s Account which evidences the value of a Participant’s interest in any other qualified retirement plan or individual retirement arrangement transferred to this Plan pursuant to the provisions of Section 4.07 below.

2.33“Roth Contributions” shall mean Company contributions made to the Plan at the election of the Participant pursuant to a salary reduction agreement, in lieu of cash Compensation which: (a) are designated irrevocably by the Participant at the time of execution of the applicable salary reduction agreement as Roth Contributions; (b) are treated by the Company as included in the Participant’s income at the time the Participant would have received the amount in cash if the Participant had not made the election with respect to such Roth Contributions so that such Roth Contributions shall be treated as wages subject to applicable withholding requirements; and (c) are maintained by the Plan in a separate account for Roth Contributions pursuant to Section 5.01.

2.34“Service” shall mean:

(a)The period of time elapsed from the date an Employee commences employment with the Company and Affiliates and continuing until the earlier of: (i) the date the Employee quits, retires, is discharged, or resigns, or dies; and (ii) the date which is 12 months after the date the Employee is first absent from employment with the Company and all Affiliates for any reason other than quitting, retirement, discharge, resignation or death (such as vacation, holiday, sickness, disability, Leave of Absence or layoff); provided that the Service of an Employee who severs from Service in accordance with clause (i) above, and who is reemployed by the Company or an Affiliate within 12 months of such date, shall include the period of time from the date of such severance from Service to the date of such reemployment.

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(b)For purposes of determining an Employee’s Service, (i) an Employee’s employment with the Company shall be deemed to have been severed on the date of his quitting, retirement, discharge, resignation or death, as applicable and (ii) the employment with the Company of an Employee who has not quit, retired, been discharged, resigned or died shall be deemed to have been severed on account of an authorized vacation, holiday, sickness, disability, leave or layoff referred to in (a)(ii) when such absence exceeds two years in length (provided that an absence of two years or less shall not be taken into account for any purpose if it is attributable to an absence from work by reason of: (A) pregnancy of the Employee; (B) birth of a child to the Employee; (C) placement of a child with the Employee in connection with the adoption of such child; (D) absence for purposes of caring for such child for a period immediately following such birth or placement; or (E) the leave requirement in accordance with 29 USCS §2612 (Family and Medical Leave Act of 1993). The period of an Employee’s Service shall be determined solely by reference to the Company’s records. In determining the period of an Employee’s Service hereunder, a full month shall be deemed to have 30 days and a full year shall be deemed to have 12 months or 365 days.

(c)For purposes of determining Service, the following shall be treated as employment with the Company:

(i)an Employee’s employment with Franklin Pump Systems, Inc. prior to October 3, 2004;

(ii)an Employee’s employment with Little Giant Pump Company prior to April 21, 2006; and

(iii)an Employee’s employment with Healy Systems, Inc. prior to September 15, 2006.

2.35“Service Contribution” shall mean the contribution to the Plan made by the Company in accordance with Section 4.03.

2.36“Transfer Account” shall mean that portion of a Participant’s Account which evidences the value of the sum of the following, including the net worth of the Trust Fund attributable thereto: (a) the value of the Participant’s interest in the Franklin Electric Savings Plan transferred to this Plan, and (b) the value of the Participant’s voluntary contribution interest in the Franklin Electric Co., Inc. Contributory Retirement Plan prior to December 31, 1984 transferred to this Plan.

2.37“Trust” shall mean the legal entity created by the separate Franklin Electric Co., Inc. Profit Sharing Trust Agreement by which the several contributions pursuant to the Plan shall be received, held, invested, and disbursed to or for the exclusive benefit of the Participants and their Beneficiaries.

2.38“Trustee” shall mean the trustee described in the Trust, and any successors thereto.

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2.39“USERRA” shall mean the Uniformed Services Employment and Reemployment Rights Act of 1994.

2.40“Valuation Date” shall mean each business day.

2.41“Vesting Service” means the service used to determine an Employee’s eligibility to receive a distribution of his Service Contributions and to determine if an Employee’s Vesting Service prior to a Break in Service shall be reinstated if he is reemployed. An Employee shall receive credit for Vesting Service for his period of employment with the Company determined according to the following rules:

(a)An Employee shall be credited with one year of Vesting Service for each Plan Year during which he is credited with at least 1,000 Hours of Service with the Company or any Affiliate, commencing as of January 1 of the Plan Year coincident with or immediately preceding the latest of (i) January 1, 1976; (ii) the Employee’s original hire date; or (iii) if the Employee is considered to be a “new Employee” under Subsection (d), the applicable reemployment date.

(b)An Employee shall be credited with one year of Vesting Service for each Plan Year during which he is credited with at least 1,000 Hours of Service with Oil Dynamics, Inc.; provided, however, that such Employee must either (i) transfer directly from employment with the Company or any Affiliate to Oil Dynamics, Inc., or (ii) transfer directly from employment with Oil Dynamics, Inc. to the Company or any Affiliate.

(c)Vesting Service shall not be deemed to have been broken by any transfer of employment of an Employee between the Company and any Affiliate or if an Employee is receiving credit for Hours of Service under Section 2.21.

(d)If an Employee who has had a Break in Service is subsequently reemployed by the Company or any Affiliate as an Employee, he shall be considered a new Employee for purposes of the Plan, except (i) if at such Break in Service he was vested in any portion of his Account, the Vesting Service he had at such Break in Service shall be reinstated upon his reemployment; (ii) if he is reemployed before he has incurred a One-Year Break in Service, his prior Vesting Service shall be reinstated upon his reemployment; or (iii) if neither (i) nor (ii) above are applicable and if the number of consecutive One-Year Breaks in Service ending after a Break in Service does not equal or exceed five, his prior Vesting Service shall be reinstated upon his reemployment.

(e)A Participant may not be credited with any partial years of Vesting Service.

2.42“Year” or “Plan Year” shall mean the period commencing each January 1 hereunder and ending on the following December 31.

2.43“Year of Service” shall mean a 12 consecutive month period of Service.

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ARTICLE III
PARTICIPATION

3.01Eligibility Requirements.

(a)Eligibility for Before-Tax, Roth and Matching Contributions. An Employee shall become a Participant in the Plan with respect to Before-Tax Contributions, Roth Contributions and Matching Contributions according to the provisions of this Section 3.01(a).

(i)Any Participant in the Plan as of December 31, 2014 shall continue as a Participant on and after January 1, 2015. Such Participant’s Before-Tax Contribution elections shall remain in effect on and after January 1, 2015 until he elects to change such elections pursuant to Section 4.01(a)(iii)(B).

(ii)Any individual hired by or transferred to the Company on or after January 1, 2015 who is not both (A) employed by Franklin Pump and (B) covered by a collective bargaining agreement shall automatically be enrolled as a Participant as of his date of hire.

(iii)Any individual hired by or transferred to the Company on or after January 1, 2015 who is both (A) employed by Franklin Pump and (B) covered by a collective bargaining agreement shall be eligible to become a Participant upon complying with the requirements of Section 3.02.

(iv)In the event a Participant becomes ineligible to participate in the Plan because he is no longer classified as an Employee, such Employee shall automatically participate in the Plan immediately upon his return to the status of an Employee.

(b)Eligibility for Service Contributions.

(i)Except as described in subsections (ii) and (iii) below, an Employee shall become a Participant with respect to Service Contributions as of the later of January 1, 2012 or the date he becomes an Employee.

(ii)Notwithstanding the foregoing, an Employee classified as an hourly Employee who reached his 50th birthday prior to January 1, 2012 and accrues a benefit under the Franklin Electric Co., Inc. Pension Plan after such date shall be eligible to become a Participant with respect to Service Contributions as of January 1, 2017, if he is an Employee on such date, and such hourly Employee shall not be eligible for Service Contributions for any period of time prior to January 1, 2017.

(iii)Notwithstanding the foregoing, an Employee who is employed by Franklin Pump and covered by a collective bargaining agreement shall not be eligible to participate in the Plan with respect to Service Contributions.

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(iv)Notwithstanding the foregoing, an Employee who is employed by Franklin Control Systems (formerly known as the Cerus Industrial/FCS Hillsboro, OR group), other than an Employee who transfers employment to Franklin Control Systems from another group within the Company, if immediately prior to the transfer he is eligible to receive a Service Contribution, shall not be eligible to participate in the Plan with respect to Service Contributions for any Plan Year beginning on or after January 1, 2014.

(v)Notwithstanding the foregoing, an Employee who is employed by Pioneer Pump, Inc. (“Pioneer Pump”), other than an Employee who transfers employment to Pioneer Pump from another group within the Company, if immediately prior to the transfer he is eligible to receive a Service Contribution, shall not be eligible to participate in the Plan with respect to Service Contributions for any Plan Year beginning on or after January 1, 2015.

(c)Eligibility for Company Contributions. Each Employee who is both employed by Franklin Pump and covered by a collective bargaining agreement shall become a Participant with respect to Company Contributions as of his date of hire. No other Employee shall be eligible to participate in the Plan with respect to Company Contributions.

(d)Eligibility for Rollover Contributions. Each Employee may make a rollover contribution to the Plan in accordance with Section 4.07 at any time after he commences employment with the Company, and shall become a Participant with respect to such Rollover Contribution, provided he complies with the requirements of Section 3.02 below, as applicable.

3.02Participation. Each eligible Employee who is not automatically enrolled in the Plan may become a Participant with respect to Before-Tax Contributions, Roth Contributions and Matching Contributions by enrolling in the Plan and making investment elections in accordance with reasonable procedures established by the Committee. Such eligible Employee’s participation in the Plan with respect to Before-Tax Contributions, Roth Contributions and Matching Contributions shall not become effective until he completes the enrollment procedures.

3.03Rules Governing Participation. A Participant shall have no right to receive any distribution under the Plan except as herein expressly provided, and shall be bound at all times by the provisions of his acceptance and by the terms of the Plan, including all amendments thereof made in the manner hereinafter authorized or otherwise as permitted by law.

ARTICLE IV
CONTRIBUTIONS

4.01Before-Tax Contributions, Roth Contributions and Matching Contributions.

(a)Before-Tax Contributions and Roth Contributions.

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(i)An Employee who automatically becomes a Participant in the Plan in accordance with subsection 3.01(a) shall be deemed to have elected to reduce his Annual Compensation by the amount specified in the table set forth herein, and to have the amount by which his Annual Compensation is reduced contributed on his behalf by the Company as a Before-Tax Contribution to the Plan. Such deemed election shall be effective as of the first payroll period beginning after 30 days of Service, unless in each case such Employee, on or before such effective date, makes an election not to participate in the Plan, or to participate and authorize the Company to reduce his Annual Compensation by a percentage greater or less than the amount specified in the table set forth herein, in which case such Before-Tax Contributions will commence as soon as practicable.

Unless otherwise elected, the Participant’s Annual Compensation shall be reduced as follows:

Plan Year of Automatic Enrollment	% of Reduction to Annual Compensation
First	3%
Second	3%
Third	4%
Fourth	5%
Fifth or More	6%

(ii)Subject to subsection 4.01(a)(i), each Participant may elect, pursuant to procedures established by the Committee, to (A) not participate in the Plan or (B) reduce his Annual Compensation from 1% to 50%, in increments of 1%, and to have the amount by which his Annual Compensation is reduced contributed on his behalf by the Company as a Before-Tax Contribution to the Plan. The elections made pursuant to this subsection 4.01(a)(ii) shall be effective only with respect to Annual Compensation not yet earned as of the date of such election or deemed election.

(iii)Subject to subsection 4.01(a)(i), each Participant may elect, pursuant to a payroll deduction election, to authorize Roth Contributions in lieu of all or any portion of the Before-Tax Contributions, including Catch-Up Contributions (as defined in Section 4.01(b)), if applicable, that he is eligible to authorize for the applicable Plan Year pursuant to Section 4.01(a)(ii).

(iv)With respect to the above-described Before-Tax Contributions and Roth Contributions, the following rules and procedures shall apply:

(A)Contributions shall be made through regular payroll deductions.

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(B)A Participant may increase, decrease or cease his Before-Tax Contributions and/or Roth Contributions by so electing in accordance with reasonable procedures established from time to time by the Committee.

(C)The Company may amend or revoke a Participant’s Before-Tax/Roth Contribution election at any time, if the Company determines that such revocation or amendment is necessary to insure that a Participant’s Annual Additions for any year will not exceed the limitations of Sections 4.02 or 4.05 below, or, if applicable, to ensure that the discrimination tests of Sections 401(k) or 401(m) of the Internal Revenue Service are met for such year.

(D)The Company shall contribute to the Trust Fund the Before-Tax Contributions and/or Roth Contribution amounts on the earliest date on which they can reasonably be segregated but in no case later than the 15th of the month following the month when the Company deducts the contribution.

(E)A payroll deduction election effective prior to a Leave of Absence or to a period of layoff will be automatically effective upon the Participant’s return to employment.

(F)The termination of a Participant’s employment, or the cessation of participation for any reason, shall be deemed to revoke any Before-Tax/Roth Contributions agreements then in effect, effective immediately following the close of the pay period within which such termination or cessation occurs.

(G)The Committee may adopt such other rules and procedures concerning the administration of this Section 4.01(a) as it deems appropriate, from time to time, which rules and procedures shall apply on a uniform and non-discriminatory basis.

(H)The elective deferrals (as defined in Code Section 402(g)(3)) of any Participant, including his or her Before-Tax Contributions and Roth Contributions but excluding any Catch-Up Contributions, for any taxable year of the Participant shall not exceed the dollar limitations set forth in Section 402(g) of the Code, (as adjusted from time to time by the Secretary of the Treasury) which is $18,000 for the Plan Year beginning on January 1, 2015.

The portion of a Participant’s Account attributable to Before-Tax Contributions and Roth Contributions shall be Non-forfeitable at all times.

(b)Catch-Up Contributions.

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(i)A Participant who has made the maximum amount of Before-Tax Contributions and Roth Contributions permitted by Section 4.01(a) for a Plan Year and who has attained or will attain age 50 during such Plan Year may elect to make additional Before-Tax Contributions and/or Roth Contributions in accordance with and subject to the limitations of Code Section 414(v). These additional Before-Tax Contributions and/or Roth Contributions shall not be considered for purposes of the tests and limitations under Sections 4.01 and 4.05, shall not be eligible for Matching Contributions under Section 4.01(c), and shall not exceed the dollar limitations set forth in Section 414(v) (as adjusted from time to time by the Secretary of the Treasury) which is $6,000 for the Plan Year beginning on January 1, 2015.

(ii)Notwithstanding the requirements of any other provision of the Plan, a Participant may elect to make the additional Before-Tax Contributions and/or Roth Contributions permitted by Section 4.01(b)(i) with respect to any payroll period of the Plan Year so that an equal amount of additional Before-Tax Contributions and/or Roth Contributions are made during each remaining payroll period during the Plan Year until the maximum amount of Before-Tax Contributions and Roth Contributions are made for the Plan Year. A Participant may also elect to make the additional Before-Tax Contributions and/or Roth Contributions permitted by this Section 4.01(b) in any amount and with respect to any payroll period during a Plan Year in which he is eligible to make such additional Before-Tax Contributions and Roth Contributions, subject to the limitations of Section 4.01(b)(i).

(c)Matching Contributions.

(i)(I)    Except as described below in subsection 4.01(c)(i)(B), the Company shall make a Matching Contribution on behalf of each Participant equal to 100% of the first 2% of each Participant’s combined Before-Tax Contribution and Roth Contribution and 50% of the next 3% of each Participant’s combined Before-Tax Contribution and Roth Contribution for such Plan Year so that the maximum Matching Contribution for such Plan Year shall not exceed 3½% of such Participant’s Annual Compensation paid for such Plan Year.

(A)Notwithstanding subsection 4.01(c)(i)(A), no Participant employed by Franklin Pump who is covered by a collective bargaining agreement shall be eligible to receive Matching Contributions for any Plan Year. A Participant who transfers employment to or from Franklin Pump and is covered by a collective bargaining agreement during a Plan Year shall not be eligible for Matching Contributions with respect to Before-Tax Contributions made during such Plan Year while employed by Franklin Pump and covered by a collective bargaining agreement.

(ii)Notwithstanding subsection 4.01(c)(i), no Participant who is a Prior Plan Participant with respect to the EBW, Inc. Hourly Employees 401(k) Plan shall be eligible to receive Matching Contributions under the Plan or through the Franklin

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Electric Co., Inc. Employee Stock Ownership Plan for any Plan Year commencing prior to January 1, 2009.

(iii)The Company may suspend or stop making any Matching Contributions that would otherwise be paid to a Participant, if the Company determines that such action is necessary to insure that the discrimination tests of Sections 401(k) and 401(m) of the Code are met for such Plan Year, if applicable.

(iv)The portion of a Participant’s Account attributable to Matching Contributions shall be Non-forfeitable at all times.

(v)Each contribution made by the Company hereunder shall be conditioned upon the deductibility of the contribution under Section 404 of the Code.

4.02Distribution of Excess Deferrals. No Participant shall be permitted to make Before-Tax Contributions or Roth Contributions under this Plan or any other qualified plan maintained by the Company during any taxable year in excess of the dollar limitation contained in Section 402(g) of the Code in effect at the beginning of such taxable year. A Participant may, not later than March 1 following the close of the Participant’s taxable year (or such other date as determined by the Committee), notify the Committee in writing of any Excess Deferrals (as defined in Section 4.02(d) below made during such taxable year of the Participant and request that all or a portion of such Excess Deferrals be reduced by an amount specified by the Participant. Excess Deferrals, valued as of the Valuation Date immediately preceding the date of distribution, may be distributed upon the direction of the Committee (but such distribution is not required) no later than April 15 to any Participant who made the above-described request with respect to Excess Deferrals for the preceding year. The following rules shall apply with respect to Excess Deferrals:

(a)The Participant’s request shall be in writing; shall be submitted to the Committee not later than March 1st of any year (or such other date as is determined by the Committee); shall specify the amount of the Participant’s Excess Deferral for the preceding calendar year; and shall be accompanied by the Participant’s written statement that if such amounts are not distributed, such Excess Deferrals, when added to amounts deferred under other plans or arrangements described in Sections 401(k), 408(k) or 403(b) of the Code, will exceed the limit imposed on the Participant by Section 402(g) of the Code for the Plan Year in which the deferral occurred.

(b)Any distribution of Excess Deferrals shall be made from Before-Tax Contributions and Roth Contributions in the following order: (i) unmatched Before-Tax Contributions; (ii) Before-Tax Contributions which were matched; (iii) unmatched Roth Contributions; and (iv) Roth which were matched. Matching Contributions which relate to distributed Before-Tax Contributions and Roth Contributions shall be forfeited.

(c)The Company shall be deemed to have been notified of an Excess Deferral if such Excess Deferral arises solely from Before-Tax Contributions and/or Roth Contributions made under this Plan.

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(d)“Excess Deferrals” shall mean those Before-Tax Contributions and Roth Contributions that are includible in a Participant’s gross income under Section 402(g) of the Code to the extent such Participant’s Before-Tax Contributions and Roth Contributions for a taxable year exceed the dollar limitation under such Code Section, as described in this Section 4.02. 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 Participant’s taxable year.

4.03Service Contributions.

(a)For any Plan Year beginning on or after January 1, 2012, the Company may in its discretion make a Service Contribution on behalf of each eligible Participant (regardless of whether such Participant is employed on the first or last day of such Plan Year). If the Company elects to make a Service Contribution for a Plan Year, it will be calculated as follows:

(i)For a Participant who is classified as an hourly Employee, the Service Contribution will be 3% of such Participant's Annual Compensation.

(ii)For a Participant who is classified as a salaried Employee, the Service Contribution will be a percentage of such Participant's Annual Compensation based on his total years of Credited Service, as set forth in the following table.

Years of Credited Service	Percentage of Annual Compensation
Less than 5	3%
5 or more but less than 10	4%
10 or more but less than 15	5%
15 or more but less than 20	7%
20 or more	9%

(b)The amount of the Service Contribution shall be determined and credited to a Participant's Account as of the end of the Plan Year, taking into account such Participant's Annual Compensation and Credited Service (in the case of a Participant who is a salaried Employee) for the Plan Year just completed.

(c)Transfers in Employment or Classification.

(i)Notwithstanding the provisions of Section 4.03(b), a Participant who transfers employment to or from Franklin Pump during a Plan Year and is covered by a collective bargaining agreement during his period of employment with Franklin Pump shall not have his Credited Service or the portion of his Annual Compensation earned while he was employed by Franklin Pump and covered by a collective

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bargaining agreement taken into account when determining the amount of his Service Contribution for that Plan Year.

(ii)A Participant who transfers between salaried and hourly classifications during a Plan Year shall have his Service Contribution for such Plan Year determined as the greater of (A) and (B) below:

(A)a Service Contribution calculated under subsection (a)(i) or (a)(ii) above, as applicable, treating the Participant as if the salaried or hourly classification that applies to him at the end of such Plan Year applied to him for the full Plan Year; or

(B)the sum of:

(I)a Service Contribution calculated under subsection (a)(i) above taking into account only the portion of his Annual Compensation earned during his period of classification as an hourly Employee; and

(II)a Service Contribution calculated under subsection (a)(ii) above based on his total years of Credited Service but taking into account only the portion of his Annual Compensation earned during his period of classification as a salaried Employee.

(iii)A Participant who transfers from an hourly to a salaried classification shall have his period of employment in the hourly classification included in his calculation of Credited Service pursuant to Section 2.16 (including, without limitation, the five-year maximum limitation in Section 2.16(b) for Plan Years prior to 2012).

(d)Vesting and Forfeiture of Service Contributions.

(i)The portion of a Participant's Account attributable to Service Contributions shall be Non-forfeitable following the Participant's completion of three years of Vesting Service, according to the following schedule:

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Years of Vesting Service	Vested Percentage
Less than 3	0%
3 or more	100%

A Participant shall forfeit that portion of his Account attributable to Service Contributions which is forfeitable pursuant to this subsection (d)(i) if he terminates employment with the Company.

(ii)The amount of the forfeiture described in subsection (d)(i) above shall be restored if the Participant is reemployed by the Company or an Affiliate before incurring five consecutive One-Year Breaks In Service. The source for restoring forfeitures shall be current forfeitures, earnings of the Trust, and if insufficient, an additional Service Contribution. If a Participant incurs five consecutive One-Year Breaks in Service, he shall permanently forfeit the portion of his Account that is forfeitable pursuant to subsection (d)(i) above.

(iii)Notwithstanding the foregoing provisions of this Section 4.03(d), the portion of a Participant’s Account attributable to Service Contributions shall be Non-forfeitable following the Participant's termination of employment due to death or Disability.

(e)Pursuant to Section 3.01(b), an Employee classified as an hourly Employee who has reached his 50th birthday prior to January 1, 2012 and who accrues a benefit under the Franklin Electric Co., Inc. Pension Plan after such date shall not receive a Service Contribution for any Plan Year beginning prior to January 1, 2017.

(f)Pursuant to Section 3.01(b)(iii), the provisions of this Section 4.03 shall not be applicable to any Participant for any period of time he is employed by Franklin Pump who is covered by a collective bargaining agreement.

(g)Pursuant to Section 3.01(b)(iv), the provisions of this Section 4.03 shall not be applicable to any Participant for any period of time beginning on or after January 1, 2014 while he is employed by Franklin Control Systems (formerly known as the Cerus Industrial/FCS Hillsboro, OR group), unless such period of employment began immediately following a transfer of employment from another group within the Company if immediately prior to the transfer, he is eligible to receive a Service Contribution.

(h)Pursuant to Section 3.01(b)(v), the provisions of this Section 4.03 shall not be applicable to any Participant for any period of time beginning on or after January 1, 2015 while he is employed by Pioneer Pump, Inc., unless such period of employment began immediately following a transfer of employment from another group within the Company if immediately prior to the transfer, he is eligible to receive a Service Contribution.

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4.04Company Contributions.

(a)The Company may in its discretion make a Company Contribution on behalf of each Participant employed by Franklin Pump and covered by a collective bargaining agreement. The amount of such Company Contribution shall be in the discretion of the Company.

(b)A Participant who transfers employment to or from Franklin Pump during a Plan Year and is covered by a collective bargaining agreement for Franklin Pump employees shall be eligible to receive a Company Contribution with respect to employment with Franklin Pump during such Plan Year and shall not be eligible to receive a Company Contribution with respect to employment with another Company during such Plan Year.

(c)No other Participant shall be eligible to receive a Company Contribution.

(d)Any Company Contribution shall be conditioned upon its deductibility under Section 404 of the Code.

(e)The portion of a Participant’s Account attributable to Company Contributions shall be Non-forfeitable at all times.

4.05Maximum Annual Additions.

(a)Notwithstanding any other term or provision of this Plan, the maximum Annual Additions credited to a Participant’s accounts for any Limitation Year shall equal the lesser of: (i) 100% of a Participant’s 415 Compensation; or (ii) $53,000, as adjusted for cost of living increases pursuant to Code Section 415(d).

(b)The Plan shall use the method set forth by the Internal Revenue Service in its Employee Plans Compliance Resolution System for correcting payments of excess Annual Additions.

(c)For purposes of this Section 4.05, the term “Participant’s 415 Compensation” shall be defined to mean compensation as defined in Section 415(c)(3) of the Code and the regulations thereunder, the terms of which are specifically incorporated herein by reference. Participant’s 415 Compensation shall include amounts deferred under this Plan and any other cash or deferred arrangement as defined in Code Section 401(k)(2) that are not includible in gross income of the Employee, amounts contributed to any welfare benefit plans maintained by the Company that are not includible in gross income pursuant to Code Section 125, and any amount paid after termination of employment required to be included in accordance with Treasury Regulation 1.415(c)-2(e)(3).

(d)Notwithstanding anything contained in this Section 4.05 to the contrary, the limitations, adjustments and other requirements prescribed in this Section 4.05 shall at all times comply with the provisions of Section 415 of the Code and the regulations thereunder, the terms of which are specifically incorporated herein by reference.

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4.06Company’s Payments to the Trustee. The Company shall pay to the Trustee the amount of Before-Tax Contributions and Roth Contributions, including Catch-Up Contributions, by the date described in Section 4.01(a)(iv)(D) above. On or before the date the Company’s federal income tax return is due (including extensions thereof), the Company shall pay to the Trustee the amount of the Company’s Matching Contribution, Company Contribution and Service Contribution for such Plan Year.

4.07Acceptance of Rollovers.

(a)Any Employee who had been a Participant in another qualified retirement plan, and who is or who may become a Participant in this Plan, may, with the consent of the Committee, cause to be transferred (either directly from such plan, pursuant to a direct rollover, through the use of a conduit individual retirement account, or by transferring to this Plan a distribution received by such individual from another qualified retirement plan described in Code Sections 401(a) or 403(a), an annuity contract described in Code Section 403(b), or an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state, which is eligible for a tax-free rollover to a qualified plan and is transferred by such individual to this Plan within 60 days following his receipt of such distribution) the amount of his beneficial interest in any such other plan to this Plan. Before accepting such rollover contribution or transfer, the Trustee may require an Employee to furnish satisfactory evidence that the proposed rollover or transfer is permitted by the Code.

(b)Any such rollover or transferred amount shall be deposited in a separate account in the Trust Fund established for the benefit of such Employee. Any such rollover or transferred amount is not considered an Annual Addition. Amounts that reflect a direct transfer or rollover of a distribution of an Employee’s interest in a designated Roth 401(k) or Roth 403(b) retirement account under Code Section 402A of a former employer shall be placed in a sub-account of the Trust that is separate from any rollover or transferred amounts not transferred under the provisions of Code Section 402A.

(c)A Participant’s interest in his separate account established under this Section shall be Non-forfeitable at all times and a Participant shall be entitled to a distribution of his interest in said separate account only upon such Participant’s termination of employment with the Company or death, which distribution shall then be made in the manner set forth in Section 6.05 below. A Participant may roll over his or her balances directly from the Franklin Electric Co., Inc. Pension Plan (to the extent they are eligible for rollover) to the Plan upon such termination of employment.

(d)No transfer shall be made to this Plan which would make this Plan a direct or indirect transferee of a defined benefit plan, money purchase pension plan, target benefit plan, stock bonus plan, profit sharing plan or any other retirement plan which provides for a life annuity form of payment to the Participant, so as to make this Plan subject to Section 401(a)(11)(B) of the Code.

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ARTICLE V
ALLOCATIONS

5.01Accounts. The Trustee shall maintain an Account for each Participant. The Company shall maintain a separate account with respect to each Participant for Before-Tax Contributions, Roth Contributions, Matching Contributions, Company Contributions, Service Contributions, After-Tax Contributions, ESOP Accounts (pursuant to Section 18.02), Prior Plan Accounts (pursuant to Section 17.02), Rollover Accounts and Transfer Accounts. The maintenance of individual accounts is only for accounting purposes, and a segregation of the assets of the Fund to each Account shall not be required. Distributions from an Account shall be charged to the Account as of the date paid.

5.02Crediting of Participant’s Contributions. All contributions made by a Participant shall be credited to his Account, so that as of the end of each Year such Account will reflect his contributions up to and including the deduction from the last payment to him of his Annual Compensation for such Year.

5.03Interpretation of Certain Dates. Any Participant who terminates his employment with the Company for any reason on the last business day of the Plan Year shall be deemed a Participant for such full Plan Year and shall be entitled to receive all allocations made hereunder as of that day. If such termination of employment occurs on a non-business day, such termination shall for all purposes of the Plan be deemed to have occurred on the next succeeding Valuation Date.

5.04Assistance to Trustee. The Committee may designate another person or organization to assist and advise the Trustee in carrying out the provisions of this Article V, with whom the Trustee shall consult in such matters to the extent directed by the Committee.

ARTICLE VI
BENEFITS

6.01Normal Retirement. A Participant may terminate employment with the Company on or after his Normal Retirement Date, and he shall be entitled to receive the entire amount credited to his Account, valued as of the Valuation Date coincident with or immediately preceding the date of distribution, in such manner as provided in Section 6.05 and Section 6.15 below.

6.02Disability. Any Participant whose employment with the Company is terminated due to Disability shall be entitled to receive the entire amount in his Account, valued as of the Valuation Date coincident with or immediately preceding the date of distribution. Such Account shall be distributed in one or more of the ways specified in Sections 6.05 and Section 6.15 below.

6.03Death.

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(a)Subject to the provision of Article VII below, upon the Participant’s termination of employment with the Company due to his death, after proper proof of death has been filed with the Committee, the Trustee shall pay to his designated Beneficiary or Beneficiaries, in such manner and subject to the provisions set forth in Section 6.05 below, the entire amount of such deceased Participant’s Account, as valued as of the Valuation Date coincident with or immediately preceding the date of distribution.

(b)The Committee, in its sole discretion, may require and rely upon such proof of death and such evidence of the right of any Beneficiary or other persons who receive the value of the account of the deceased Participant as the Committee may deem proper. The Committee’s determination of death of such Participant and the right of any Beneficiary or other person to receive payment of such deceased Participant’s account shall be conclusive.

(c)Notwithstanding the above, if a Participant is survived by his spouse, his Account must be paid pursuant to the provisions of Article VII below.

6.04Other Termination of Employment. If a Participant’s employment by the Company is terminated for any reason other than as provided in the foregoing sections of this Article VI, he shall be entitled to a distribution of the Non-forfeitable portion of his Account, valued as of the Valuation Date coincident with or immediately preceding the date of distribution, in such manner as provided in Sections 6.05 and 6.15.

6.05Benefit Distribution Methods. The benefits provided under this Article VI shall be distributed, in such one or more of the following methods, as requested by the Participant (or his Beneficiary in the event of his death, unless otherwise provided by the Participant), and subject to the provisions of Article VII below and the provisions of Code Section 414(p) with respect to Qualified Domestic Relations Orders:

(a)A single lump sum payment.

(b)In equal annual or monthly installments over a specified number of years requested by the Participant, not to exceed the life expectancy of the Participant or the joint life expectancies of the Participant and his Beneficiary.

(c)An Eligible Rollover Distribution. A Distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. For purposes of this Section 6.05:

(i)“Eligible Rollover Distribution” shall mean 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: (A) 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 (10) years or more; (B) any distribution to the extent such

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distribution is required under Section 401(a)(9) of the Code; (C) the portion of any distribution that is not includible in gross income (unless Code Section 402(c)(2) is satisfied); and (D) any amount that is distributed on account of hardship described in Section 6.10.

(ii)Except as set forth below, “Eligible Retirement Plan” shall mean: (A) an individual retirement account described in Section 408(a) of the Code; (B) an individual retirement annuity described in Section 408(b) of the Code; (C), a Roth IRA described in Section 408A of the Code; (D) an annuity plan described in Section 403(a) of the Code; (E) an annuity contract described in Section 403(b) of the Code; (F) a qualified trust described in Section 401(a) of the Code; or (G) an eligible plan under Section 457(b) of the Code 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, that accepts the Distributee’s Eligible Rollover Distribution 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 Section 414(p) of the Code. Notwithstanding the foregoing, in the case of an Eligible Rollover Distribution made to a Distributee who is a nonspousal Beneficiary of the Employee or former Employee within the meaning of Section 401(a)(9)(E) of the Code, Eligible Retirement Plan shall mean an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code or a Roth IRA described in Section 408A. Notwithstanding the foregoing, for purposes of a rollover or direct transfer of Roth Contributions, “Eligible Retirement Plan” shall mean only a designated Roth 401(k) retirement account under Code Section 402A or a Roth IRA described in Section 408A of the Code. For purposes of a rollover or direct transfer of Roth Contributions by a nonspousal Beneficiary, “Eligible Retirement Plan” shall mean a Roth IRA only.

(iii)“Distributee” shall include an Employee or former Employee. In addition, (A) the Employee’s or the former Employee’s surviving spouse and the Employee’s or former Employee’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are Distributees with regard to the interest of the spouse or former spouse; and (B) the Employee’s or former Employee’s nonspousal Beneficiary within the meaning of Section 401(a)(9)(E) of the Code is a Distributee with regard to the interest of the nonspousal Beneficiary.

(iv)“Direct Rollover” shall mean a payment by the Plan to the Eligible Retirement Plan specified by the Distributee and as described in, and permitted by, Code Section 402(c).

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6.06Medium of Distribution. Distributions to a Participant shall be made in the form of cash, except that a Participant may elect to have any portion of his Account held in Company Stock distributed in whole shares of Company Stock, and cash in lieu of fractional shares.

6.07Retiring Participant’s Obligations. Each Participant shall complete such forms and furnish such proofs as may be required by the Committee as a condition to receiving a distribution.

6.08Other Distributions. Notwithstanding the foregoing, the portion of a Participant’s Account attributable to Before-Tax Contributions, Roth Contributions and Matching Contributions may not be distributed prior to:

(a)the Participant’s severance from employment, death or Disability;

(b)the termination of the Plan without the establishment or maintenance of another defined contribution plan other than an employee stock ownership plan (as defined in Section 4975(e) or Section 409 of the Code), in which case the Participant receives a lump sum distribution with respect to such Plan termination;

(c)the Participant’s attainment of age 59½; or

(d)the Participant’s hardship (as described in Section 6.10).

6.09Commencement of Payment of Benefits.

(a)Unless a Participant otherwise elects, the payment of benefits under this Article VI to a Participant shall begin not later than the 60th day after the latest of the close of the Plan Year in which:

(i)the Participant attains age 65;

(ii)the 10^th anniversary of the date the Participant commenced Plan participation; or

(iii)the Participant terminates his employment with the Company.

Notwithstanding the foregoing, the failure of a Participant to consent to a distribution while a benefit is immediately distributable, within the meaning of this Article VI, shall be deemed to be an election to defer commencement of payment of any benefit sufficient to satisfy this Section.

(b)If a Participant elects to defer commencement of payment of any benefit to which he is entitled, the Participant may, in accordance with such procedures as the Committee shall prescribe, elect to receive the distribution of his Account determined as of a following Valuation Date, if such Participant gives written notice to the Committee of his election to receive such distribution at least 30 days before any such next following Valuation Date.

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(c)In addition to the foregoing, the portion of a Participant’s Account transferred from the Franklin Electric Co., Inc. Employee Stock Ownership Plan (“ESOP”) that has been held continuously in Company Stock since the transfer date shall be subject to the distribution provisions of Section 8.11 of the ESOP (as in effect immediately prior to August 5, 2010).

6.10Hardship Distribution of Before-Tax and Roth Contributions. Distributions of Before-Tax Contributions and Roth Contributions (and any earnings credited to a Participant’s Account on Before-Tax Contributions as of the end of the last Plan Year ending before July 1, 1989) may be made to a Participant in the event of hardship. For purposes of this Section, hardship is defined as an immediate and heavy financial need of the Participant and a distribution is necessary to satisfy such need.

(a)The following are the only financial needs considered immediate and heavy:

(i)expenses incurred or necessary for medical care that would be deductible under Section 213(d) of the Code (determined without regard to whether the expenses exceed 7.5% of the Participant’s adjusted gross income);

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

(iii)payment of tuition, room and board and related educational fees for the next twelve (12) months of post-secondary education for the Participant, the Participant’s spouse, children or dependents (as defined in Section 152 of the Code, and without regard to Section 152(b)(1), (b)(2) and (d)(1)(B) of the Code);

(iv)the need to prevent the eviction of the Participant from, or a foreclosure on the mortgage of, the Participant’s principal residence;

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

(vi)payments for burial or funeral expenses for the Participant’s deceased parent, spouse, children or dependents (as defined in Section 152 of the Code, and without regard to Section 152(d)(1)(B) of the Code).

(b)A distribution will be considered as necessary to satisfy an immediate and heavy financial need of the Participant only if:

(i)The Participant has obtained all distributions, other than hardship distributions, and all non-taxable loans under all plans maintained by the Company;

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(ii)The distribution 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);

(iii)All plans maintained by the Company provide that the Participant may not make Before-Tax Contributions and/or Roth Contributions for a period of six months from the date of the hardship distribution (provided that a Participant who is automatically enrolled in the Plan as described in Section 3.01(a) at the time of the hardship distribution shall automatically have his Before-Tax Contributions and/or Roth Contributions resume at the end of the six-month period at the same rate in effect immediately prior to such supervision);

(iv)After any withdrawal hereunder, the Participant shall not be entitled to make another withdrawal from the portion of his Account attributable to Before-Tax Contributions and Roth Contributions for a period of six months from the date of such withdrawal; and

(v)The Participant has the option to irrevocably waive, in writing, his right to request and receive a distribution pursuant to this Section 6.10. In this regard, such Participant shall complete such forms as the Committee may require from time to time.

(c)The Participant shall elect, at the time he requests a hardship distribution, whether such distribution shall be deducted from the portion of his Account attributable to Before-Tax Contributions or Roth Contributions, or a combination of both.

6.11In-Service Distributions. Upon attaining age 59½ (except for distributions from his Rollover Account) and regardless of whether he has terminated his employment with the Company, a Participant shall be entitled to a distribution of all or a portion of the entire Non-forfeitable amount then credited to his Account, less any amount being used as security for a loan under Section 6.14, valued as of the Valuation Date coincident with or immediately preceding the date of distribution, in such manner as provided in Section 6.05 and Section 6.15. In the event that such a distribution is made, the Participant shall continue to be eligible to participate in the Plan. Notwithstanding the age 59½ limitation above, but subject to the other provisions of this Section 6.11, such Participant may request an in-service distribution of all or a portion of his Rollover Account regardless of his age.

6.12Withdrawal by Participant of After-Tax Contributions. After-Tax Contributions by Participants were permitted in this Plan for Plan Years prior to January 1, 1987, and are held in the Participant’s After-Tax Contribution account. In addition, any portion of a Participant’s Participant Contribution Account under the Franklin Electric Co., Inc. Employee Stock Ownership Plan transferred to the Plan prior to August 5, 2010 is held in the Participant’s After-Tax Contribution account. Until such time as he becomes entitled to any distribution under any other Section of this Article VI, a Participant may withdraw in cash all or a portion of his After-Tax Contribution account pursuant to such notice as is required by the Committee from time to time. After any withdrawal hereunder, a Participant shall not be entitled to make another withdrawal from his After-Tax

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Contribution account for a period of six months from the date of such withdrawal. Such withdrawal may be conditioned upon such other rules and procedures as the Committee determines, from time to time, which rules and procedures shall apply on a uniform and non-discriminatory basis.

6.13Withdrawal from Transfer Account. Individuals who were participants in the Franklin Electric Co., Inc. Savings Plan (“Savings Plan”) stopped participating in said Savings Plan and commenced participation in this Plan. Their entire account balances were transferred by the trustee of the Savings Plan to the Trustee of this Plan and held in a Transfer Account established for each such Participant. A Participant shall be entitled to withdraw all or a part of his Transfer Account at any time.

6.14Loans. Upon the application of any Participant, the Committee, in accordance with its uniform, non-discriminatory policy, may direct the Trustee to make a loan or loans to such Participant in accordance with the following provisions:

(a)No loan to any Participant can 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 (i) $50,000 reduced by the excess (if any) of the Participant’s highest loan balance during the one year period ending on the day before the loan is made, over the outstanding loan balance from the Plan on the date the loan is made, or (ii) 50% of the Participant’s Account balance. For the purpose of the above limitation, all loans from all plans of the Company and Affiliates are aggregated. Furthermore any loan shall by its terms require that repayment (principal and interest) be amortized in level payments, not less frequently than quarterly, over a period not extending beyond five years from the date of the loan, unless such loan is used to acquire the principal residence of the Participant, in which event the repayment period shall not exceed 10 years. Any loan may be prepaid in full, without penalty, by the borrowing Participant.

(b)The minimum principal amount of any loan shall be $1,000.

(c)Loans must be adequately secured, which security shall include a security interest in up to 50% of the Participant’s Account (excluding the portion of his Account attributable to Roth Contributions or amounts rolled over from a designated Roth 401(k) or Roth 403(b) retirement account in another plan pursuant to Section 4.07(b).

(d)Notwithstanding the foregoing, no loan to any Participant may be made from the portion of his Account attributable to Roth Contributions or amounts rolled over from a designated Roth 401(k) or Roth 403(b) retirement account in another plan pursuant to Section 4.07(b).

(e)All such loans shall not be considered an investment of the Trust Fund, but shall instead be considered a directed investment of the Participant engaged in such loan.

(f)If the Participant has not repaid such loan in full by the time his employment with the Company terminates for any reason or at such time that he is otherwise entitled to a distribution under this Plan, the Committee, pursuant to such rules and procedures that it

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adopts from time to time, in a non-discriminatory manner, shall determine the time at which such entire unpaid balance shall become due and payable and shall be offset against such Participant’s Account balance hereunder.

(g)All administrative costs in connection with making and processing any such loan shall be paid by the Participant engaged in such loan.

(h)The borrower shall execute any and all documents required by the Trustee including, without limitation, a promissory note, a security agreement, a financing statement, and a payroll deduction authorization, if and as required by the Trustee.

(i)In the event of default, foreclosure on the note and attachment of any security will not occur until a distributable event occurs in the Plan.

(j)Loans hereunder shall bear interest at a rate that is commensurate with the interest rate currently being charged by reputable financial institutions for loans of comparable size, risk and maturity in the local geographic area.

(k)Loans shall be made available to all Participants on a reasonably equivalent basis.

(l)The Committee (i) shall establish a written loan program, contained in a separate written document which is hereby made a part of this Plan, and which shall contain such reasonable rules and procedures as decided by the Committee, and (ii) may adopt such other rules and procedures concerning the administration of this Section 6.14 as it deems appropriate, from time to time, which rules and procedures shall apply on a uniform and non-discriminatory basis.

6.15Consent to Distribution: Special Distribution Rules.

(a)If upon a Participant’s termination of employment with the Company the value of the Non-forfeitable portion of the Participant’s Account does not exceed $5,000, the Participant’s Account will be paid to the Participant (or his Beneficiary if the Participant is deceased) as soon as is administratively practicable after the end of the month in which the Participant’s employment terminates. In determining whether the value of the Participant’s Account is $5,000 or less, the Plan will not include any portion of the Account held in the Participant’s Rollover Account. If the Participant does not make a timely election to receive the distribution in a lump sum cash payment and/or an Eligible Rollover Distribution, the Account will be paid as follows:

(i)if the value of the Account (excluding any portion held in the Participant’s Rollover Account) does not exceed $1,000, the Account will be paid in a lump sum cash payment; or

(ii)if the value of the Account (excluding any portion held in the Participant’s Rollover Account) is at least $1,000, the Account will be paid in an

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Eligible Rollover Distribution to an individual retirement account described in Section 408(a) of the Code established with a financial institution selected by the Committee.

(b)If the value of the Participant’s Account (excluding any portion held in the Participant’s Rollover Account) exceeds $5,000, the Participant must consent to any distribution of his Account.

(c)If a distribution is one to which Sections 401(a)(11) and 417 of the Code do not apply, such distribution may commence less than 30 days after the notice required under Section 1.411(a)-11(c) of the Income Tax Regulations is given, provided that:

(i)the Committee 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); and

(ii)the Participant, after receiving the notice, affirmatively elects a distribution.

6.16Unclaimed Amounts and Forfeitures.

(a)If a Participant or Beneficiary cannot be located within two years after being entitled to a distribution hereunder, the Participant’s Account shall be forfeited, and shall, in the discretion of the Committee, be used to pay Plan expenses or reduce the Company Contribution, Matching Contribution or Service Contribution made under the Plan for the Plan Year in which the forfeiture occurs. Such benefit shall be reinstated if a valid claim is subsequently made by the Participant or Beneficiary.

(b)The portion of a Participant's Account attributable to Service Contributions that is permanently forfeited pursuant to Section 4.03(d)(ii) shall, in the discretion of the Committee, be used to pay Plan expenses or reduce the Company Contribution, Matching Contribution or Service Contribution made under the Plan for the Plan Year in which the forfeiture occurs.

6.17Minimum Distribution Requirements.

(a)All payments required under this Article VI will be determined and made in accordance with Section 401(a)(9) of the Code, including without limitation the incidental death benefit requirement in Section 401(a)(9)(G) of the Code. Distributions shall be made in accordance with Treasury Regulations Sections 1.409(a)(9)-1 through 1.409(a)(9)-9. Code Section 401(a)(9) and Treasury Regulations thereunder are hereby incorporated by reference and hereby override any distribution options in the Plan inconsistent therewith.

(b)Notwithstanding the provisions of Section 6.17(a), a Participant or Beneficiary who would have been required to receive required minimum distributions for

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2009 pursuant to Code Section 401(a)(9) but for the enactment of Code Section 401(a)(9)(H) (“2009 RMDs”), and who would have satisfied that requirement by receiving distributions that were (i) equal to the 2009 RMDs or (ii) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Participant, the joint lives (or joint life expectancy) of the Participant and the Participant's designated Beneficiary, or for a period of at least 10 years, did not receive those distributions for 2009 unless the Participant or Beneficiary chose to receive such distributions. Participants and Beneficiaries described in the preceding sentence were given the opportunity to elect to receive the distributions described in the preceding sentence.

ARTICLE VII
BENEFICIARIES

7.01Married Participants. On the death of a Participant who is survived by his spouse, his Account shall be paid to such spouse, unless the spouse consents otherwise in a manner conforming to a Qualified Election. In this regard, the following definitions and provisions shall apply:

(a)Spouse. The surviving spouse of the Participant (as determined under state law), provided that a former spouse shall be treated as the spouse to the extent provided under a qualified domestic relations order as described in Section 414(p) of the Code.

(b)Qualified Election. The election must be in writing and must be signed by the Participant. The spouse must consent in writing to such election and such consent must be witnessed by a Plan representative or a notary public. Notwithstanding this consent requirement, if the Participant establishes to the satisfaction of a Plan representative that such written consent may not be obtained because there is no spouse or the spouse cannot be located, a waiver will be deemed a Qualified Election. Any consent necessary under this provision will be valid only with respect to the spouse who signs the consent, or in the event of a deemed Qualified Election, the designated spouse. A spouse’s consent shall be irrevocable. Additionally a revocation or a prior waiver may be made by a Participant without the consent of the spouse at any time before the commencement of benefits. The number of revocations or elections shall not be limited.

7.02Unmarried or Spouse/Consent Participants. Any Participant (i) not survived by a spouse or (ii) survived by a spouse who consents pursuant to Section 7.01 may, by an instrument in writing executed and delivered to the Committee during his lifetime, designate one or more persons as Beneficiary or Beneficiaries to whom distribution shall be made of any death benefit or other payment payable under the Plan in the event of his death prior to receipt of all payments under the Plan, and he may designate the proportions to be distributed to each Beneficiary if there be more than one. Any such designation may be revoked or modified by a Participant at any time by a similar written instrument executed and delivered to the Committee. If no such designation is filed with the Committee or if no designated Beneficiary is living at the time a payment becomes payable to a Beneficiary, then such Participant’s interest shall be paid:

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(i)to his spouse;

(ii)if there is no spouse, to his descendants (including legally adopted children or their descendants) perstirpes;

(iii)if there is neither a spouse nor descendants, to the duly appointed and qualified executor or other personal representative of the Participant to be distributed in accordance with the Participant’s will or applicable intestacy law; or

(iv)if no such representative is duly appointed and qualified within six months after the date of death of such deceased Participant, then to such persons as, at the date of his death, would be entitled to share in the distribution of such deceased Participant’s personal estate under the provisions of the applicable statute then in force governing the descent of intestate property, in the proportions specified in such statute.

The Committee may determine the identity of the distributees of any death benefit payable under the Plan and in so doing may act and rely upon any information it may deem reliable upon reasonable inquiry, and upon any affidavit, certificate, or other paper believed by it to be genuine, and upon any evidence believed by it to be sufficient.

7.03Condition of Receipt of Payments by Beneficiary. Each Beneficiary shall complete such forms and furnish such proofs as may be required by the Committee.

7.04Qualified Domestic Relations Orders. The provisions of this Article VII shall be subject to the provisions of Code Section 414(p) with respect to Qualified Domestic Relations Orders.

ARTICLE VIII
TRUST FUND

8.01Trust Agreement. The provisions of the Trust shall govern and control with respect to the provisions pertaining to the Trust Fund and Trustee.

8.02Directed Investments by Participants..

(a)Notwithstanding any other term or condition expressed or implied to the contrary herein, the Trustee shall make available to the Participants of the Plan the opportunity to individually direct their own respective Accounts. Each Participant shall decide how his Account balances shall be invested among the available investment funds; provided, however, that such investments shall be made in multiples of one percent. Each Participant may change his investment selections with respect to future contributions at any time. A Participant may transfer existing balances at any time upon written notification to the Committee which transfer shall then be effective as of the next succeeding Valuation

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Date following such notification. Participants may transfer balances among funds at any time.

(b)The Trustee will invest a Participant’s Account in accordance with the Participant’s written directions. If a Participant fails to provide investment direction, his Contributions and Account shall be invested in an investment fund meeting the requirements of a “qualified default investment arrangement” as described in Section 404(c)(5) of ERISA and regulations promulgated thereunder, as determined by the Committee.

(c)Notwithstanding anything to the contrary, the Committee reserves the right, from time to time, upon prior written notice to the Participants, to add additional investment alternatives or to eliminate existing investment alternatives.

ARTICLE IX
COMMITTEE

9.01Committee. The Plan shall be administered by the Committee.

9.02Resignation of Committee Member and Appointment of Successor. The Board of Directors may at any time require the resignation of any of the members of the Committee, and the Board shall appoint his successor. Any vacancy in the Committee caused by death, voluntary resignation, or refusal or inability to act shall be filled by the Board of Directors. The Committee may continue to act during any reasonable period of time when there is an unfilled vacancy in its membership.

9.03Compensation of Committee Members. All members of the Committee shall serve without compensation for their services as members of the Committee. The Company may reimburse the members of the Committee for any expenses incurred by them as such.

9.04Powers and Duties of Committee.

(a)The Committee shall meet and act as a body at the call of its Chairman or at the written request of a majority of its members. The Board of Directors shall appoint the Chairman of the Committee.

(b)The Committee shall appoint one of its members as Secretary. Any document required to be filed with or any notice required to be given to the Committee shall be properly filed or given if mailed or delivered to the Secretary of the Committee in care of the Company.

(c)The Secretary of the Committee shall at all times keep an adequate record of the proceedings of the Committee and shall have the minutes of all meetings signed by the members of the Committee present.

(d)The Committee shall manage and administer the Plan and Trust in accordance with the terms and provisions of this Plan and may do all acts and things necessary or convenient for the carrying out of the duties specifically assigned to it hereunder. The

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Committee has the absolute discretion to determine eligibility for benefits and to construe and interpret the terms of the Plan. It may correct any defect, supply any omission or reconcile any inconsistency in this Plan in such manner and to such extent as it may deem expedient. The Committee shall determine all questions with respect to the individual rights of the Participants and their Beneficiaries, including, but not limited to, all issues with respect to a Participant’s eligibility for participation and eligibility for benefits.

(e)On all matters the decision of the majority of the members of the Committee shall control, and each member of the Committee is entitled to one vote.

(f)The Committee may from time to time make general or special rules and regulations for the conduct of its affairs and the administration of the Plan; however, such rules and regulations shall not be inconsistent with the terms and provisions of this Plan or be in violation of any law of the State of Indiana or of the United States and shall be of uniform application to all Participants and Beneficiaries in similar circumstances.

(g)All notices by the Committee to the Company or to any interested person or persons, including the Participants and their Beneficiaries, shall be in writing signed by the Chairman or Secretary of the Committee. In like manner all directions made by the Committee to the Trustee shall be in writing so signed.

(h)Trustee may request instructions in writing from the Committee and may rely and act thereon.

9.05No Discrimination. The Committee shall not take any action or direct Trustee to take any action with respect to any of the benefits provided hereunder or otherwise in pursuance of the powers conferred herein upon the Committee which would be discriminatory in favor of Participants or eligible Employees who are officers or persons whose principal duties consist of supervising the work of other employees, or which would result in benefiting one Participant or group of Participants at the expense of another, or in discrimination as between Participants similarly situated, or in the application of different rules to substantially similar sets of facts.

ARTICLE X
TERMINATION OR DISCONTINUANCE

10.01Right to Terminate Plan. The Company intends and expects to maintain the Plan indefinitely for the benefit of Participants. However, the Company reserves the right to terminate the Plan at any time without the consent of any Participant, by resolution of the Board of Directors. Upon such termination, the obligation of the Company to make contributions to the Plan shall terminate. Such termination shall not relieve the Company of any obligation under the Plan accrued prior to the effective date of such termination.

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10.02Effect of Termination or Discontinuance.

(a)If the Plan is terminated by the Company, if the Company completely discontinues its contributions under the Plan or in the event of the partial termination of the Plan, an affected Participant shall thereupon be 100% vested in his entire Account.

(b)Upon discontinuance of contributions under the Plan, assets of the Trust shall continue to be held by Trustee for the payment of benefits at the times and in the manner provided in the Plan just as if it had remained in effect, except that distribution of a Participant’s Account shall commence no later than at the Participant’s Normal Retirement Date.

(c)Upon termination of the Plan, distribution of all Accounts shall be made at that time and thereupon the Trustee shall, as soon as practicable and after payment of all expenses, make distribution to each Participant of his entire Account in cash. When all of the assets of the Trust have been distributed, the Trust shall terminate and the Trustee and the Committee shall be discharged.

ARTICLE XI
AMENDMENTS

11.01Amendments to this Plan. By resolution of the Board of Directors or its delegate, the Board of Directors or its delegate may at any time and from time to time amend this Plan in such manner as it deems advisable, effective as of such date as the Board of Directors or its delegate determines, and without the consent of the Participants, except that no amendment shall:

(a)Vest directly or indirectly in the Company or any Affiliate any interest in the assets of the Trust.

(b)Divest any Participant of his interest in the Trust as it is then constituted.

(c)Divert any portion of the Trust assets to purposes other than for the exclusive benefit of the Participants and their Beneficiaries.

(d)Enlarge the duties and responsibilities of the Trustee without the Trustee’s written consent thereto.

(e)Deprive a Participant of Non-forfeitable rights to the Account balance as of the date of the amendment. Further, if the Plan’s vesting schedule is amended, or the Plan is amended in any way that directly or indirectly affects the computation of the Participant’s Non-forfeitable benefit, each Participant with at least three Years of Service (or five Years of Service with respect to Plan Years commencing prior to January 1, 1989) may elect, within a reasonable period after the adoption of the amendment or change, to have the Non-forfeitable percentage computed under the Plan without regard to such amendment or change. The period during which the election may be made shall commence with the date

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the amendment is adopted or deemed to be made and shall end on the latest of: (i) 60 days after the amendment is adopted; (ii) 60 days after the amendment becomes effective; or (iii) 60 days after the Participant is issued written notice of the amendment by the Company or Committee.

(f)Decrease a Participant’s Account balance. Notwithstanding the preceding sentence, a Participant’s Account balance may be reduced to the extent permitted under Section 412(c)(8) of the Code.

The foregoing limitations on amendments to this Plan, however, shall not apply to any amendment which the Company deems necessary, upon the advice of counsel, in order to cause this Plan to be qualified and kept qualified as a tax-exempt trust under the Code and Regulations as now or hereafter in effect.

11.02Amendments to Become Part of the Plan. Any amendment to this Plan shall be expressed in an instrument executed by the Board of Directors or its delegate and shall be filed with the Company and the Trustee and shall become a part of this Plan.

11.03Approval of Amendments by Internal Revenue Service. Any amendment of this Plan shall be effective unless the Company receives a ruling that such amendment disqualifies the Plan under the applicable provisions of the Internal Revenue Code and Regulations as then in effect or any similar law hereafter applicable.

ARTICLE XII
CERTAIN FIDUCIARY MATTERS

12.01Named Fiduciary; Administrator. The Company, the Trustee and the Committee shall be the “Named Fiduciaries” of this Plan. The Administrator of the Plan shall be the Committee; provided, however, that in the case of claims under the Plan by the Chairman of the Committee, the Secretary of the Committee shall exercise the authority of the Administrator with respect to such claim. The Named Fiduciary shall have authority to control and manage the operation and administration of the Plan. The Administrator is the agent for service of legal process.

12.02Allocation of Fiduciary Duties. Named Fiduciaries may allocate fiduciary responsibilities (other than the Trustee responsibilities) among Named Fiduciaries. Any responsibilities set forth in this Plan to be the function of a Named Fiduciary shall be deemed allocated by the other Named Fiduciaries. Also, fiduciary responsibilities may further be allocated pursuant to a writing signed by all Named Fiduciaries. In addition, Named Fiduciaries may designate a person other than Named Fiduciaries to carry out fiduciary responsibilities, upon a written designation by the designating fiduciary, with copies to all other Named Fiduciaries, and upon an acknowledgment of such designation by the person to whom such responsibilities have been delegated.

12.03Multiple Capacities. Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan.

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12.04Employment of Others. A Named Fiduciary, or a fiduciary designated by a Named Fiduciary pursuant to the appointment procedure described in Section 12.02 above, may employ one or more persons to render advice with regard to any responsibilities such fiduciary has under the Plan.

12.05Claims Procedure.

(a)A claim under this Plan shall be submitted in writing to the Committee within three months after such claim has arisen. With such claim, the claimant shall forward such information as may be necessary to support such claim. The Committee shall be entitled to verify any and all such statements and to make such further investigation before payment as he desires, but shall act expeditiously under the circumstances.

(b)If a claim is wholly or partially denied, the Committee will give the claimant written notice thereof, within 90 days, unless special circumstances require a longer time but in any event within 180 days, after receipt of such claim, stating:

(i)the specific reason or reasons for the denial;

(ii)the specific Plan provision on which denial is based;

(iii)a description of any additional information or documents necessary for the claimant to perfect his claim and an explanation of why such information or documents are necessary; and

(iv)an explanation of the Plan’s claim review procedure.

(c)A claimant or his personal representative may, within 60 days after receipt of notice of denial of a claim, request, in writing, delivered to the Committee, that the Committee review the denial of claim, and may in that connection review pertinent documents and submit issues and comments in writing to the Committee. Within 60 days unless special circumstances require a longer time, but in any event within 120 days, after receipt of the request for review, the Committee shall promptly render its decision in writing to the claimant, stating the specific reasons for the Committee’s decision and the pertinent Plan provisions on which the decision is based.

(d)Participants and Beneficiaries shall not be entitled to challenge the determinations of the Committee in either administrative or judicial proceedings without first complying with the procedures of this Section 12.05. The Committee’s decisions made pursuant to this Section 12.05 are intended to be final and binding on Participants, Beneficiaries and others.

12.06Investment Objectives and Funding Policies. The Company shall communicate the investment objective and funding policy of the Plan to the Trustee, in writing. Such investment objectives and funding policies shall take into consideration the special purpose of the Plan, and shall be made exclusively in the best interest of the Participants and their beneficiaries.

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ARTICLE XIII
INDEMNIFICATION

The Company shall indemnify and save harmless the Board of Directors and the Committee and each member thereof, against any and all expenses, liabilities and claims, including legal fees to defend against such liabilities and claims, arising out of their discharge in good faith of responsibilities under or incident to the Plan, excepting only expenses and liabilities arising out of willful misconduct. This indemnity shall not preclude such further indemnities as may be available under insurance purchased by the Company or provided by the Company under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, as such indemnities are permitted under state law. Payments with respect to any indemnity and payment of expenses or fees under this Article XIII shall be made only from assets of the Company and shall not be made directly or indirectly from Trust Assets.

ARTICLE XIV
PARTICIPATING EMPLOYERS

14.01Definition. Affiliates of the Company may, from time to time, subject to the approval of the Company, adopt this Plan. Such other companies who do subscribe to this Plan are referred to herein as “Participating Employers”.

14.02In General. With respect to the Company and any Participating Employer, this Plan shall be administered and treated as a single plan, and shall not be administered and treated as a separate plan of the Company and a separate plan of any Participating Employer. With respect to each Participating Employer, this Plan shall be read and construed as referring to such Participating Employer and its employees.

14.03Employees Treated As Employed by One Employer. Notwithstanding any other term or provisions herein, all employees of the Company and all employees of Participating Employers shall be treated as if employed by a single employer for purposes of the minimum participation standards of ERISA. The assets of the Trust Fund shall be used for the benefit of the employees of the Company and all employees of Participating Employers.

14.04Contributions. Contributions by the Company and any Participating Employer shall be allocated to the Participants of all companies subscribing hereto, as this Plan shall not be treated and administered as a separate plan with respect to each such Company.

14.05Withdrawal by Participating Employer. A Participating Employer may withdraw from this Plan, by action of its board of directors, and by giving at least 60 days prior written notice to the Company of such Participating Employer’s intent to withdraw from this Plan.

14.06Service Prior to Business Transaction. Notwithstanding any other provision of the Plan, and unless otherwise specified by resolution of the Committee or agreed to and stated in the applicable purchase agreement between the parties to the transaction:

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(a)the Vesting Service and/or Service of any individual who becomes an Employee in connection with the Company’s acquisition of a business shall include such Employee’s service in such business prior to such acquisition, to the same extent as if such service had been rendered for the Company; and

(b)the Credited Service of any individual who becomes an Employee in connection with the Company’s acquisition of a business shall exclude such Employee’s service in such business prior to such acquisition.

Unless otherwise stated in the applicable purchase agreement, such an Employee shall be granted one Year of Service and 1,000 Hours of Service for each year of his period of continuous employment by the acquired business immediately before the acquisition date.

The provisions of this Section 14.06 shall apply to the Company’s acquisition of either the stock or the assets of a business.

ARTICLE XV
TOP-HEAVY PROVISIONS

If the Plan is or becomes Top-Heavy in any Plan Year, the provisions of this Article XV will supersede any conflicting provisions in the Plan.

15.01Top-Heavy Definitions.

(a)“Key Employee” shall mean any Employee or former Employee (including a deceased Employee) who at any time during the determination period was an officer of the Company if such individual’s Annual Compensation exceeds $170,000 (as adjusted under Section 416(i)(1) of the Code), a 5% owner of the Company, or a 1% owner of the Company who has Annual Compensation of more than $150,000. Annual Compensation means compensation as defined in Section 415(c)(3) of the Code, but including amounts contributed by the employer pursuant to a salary reduction agreement which are excludible from the Employee’s gross income under Sections 125, 132(f)(4), 402(a)(8), 402(h) or 403(b) of the Code. The determination period is the Plan Year containing the determination date. The determination of who is a Key Employee will be made in accordance with Section 416(i)(1) of the Code and the Treasury Regulations thereunder.

(b)“Top-Heavy Plan” shall exist if any of the following conditions apply:

(i)If the Top-Heavy Ratio for this Plan exceeds 60% and this Plan is not part of any Required Aggregation Group or Permissive Aggregation Group of plans.

(ii)If this Plan is a part of a Required Aggregation Group of plans but not part of a Permissive Aggregation Group and the Top-Heavy Ratio for the group of plans exceeds 60%.

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(iii)If this Plan is a part of a Required Aggregation Group and part of a Permissive Aggregation Group of plans and the Top-Heavy Ratio for the Permissive Aggregation Group exceeds 60%.

(c)“Top-Heavy Ratio” shall mean:

(i)If the Company maintains one or more defined contribution plans (including any simplified employee pension plan) and the Company has not maintained any defined benefit plans which during the five-year period ending on the determination date(s) has or has had accrued benefits, the Top-Heavy Ratio for this Plan alone or for the Required or Permissive Aggregation group as appropriate is a fraction, the numerator of which is the sum of the account balances of all key employees as of the determination date(s) (including any part of any account balance distributed in the one-year period ending on the Determination Date(s)), and the denominator of which is the sum of all account balances (including any part of any account balance distributed in the one-year period ending on the Determination Date(s)) both computed in accordance with Section 416 of the Code and the regulations thereunder. 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 Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than severance from employment, death, or disability, this provision shall be applied by substituting “five-year period” for “one-year period.” Both the numerator and denominator of the Top-Heavy Ratio are increased to reflect any contribution not actually made as of the Determination Date, but which is required to be taken into account on that date under Section 416 of the Code and the regulations thereunder.

(ii)If the Company maintains one or more defined contribution plans (including any simplified employee pension plan) and the Company maintains or has maintained one or more defined benefit plans which during the one-year period ending on the determination date(s) has or has had any accrued benefits, the top-heavy ratio for any required or permissive aggregation group as appropriate is a fraction, the numerator of which is the sum of account balances under the aggregated defined contribution plan or plans for all key employees, determined in accordance with (i) above, and the present value of accrued benefits under the aggregated defined benefit plan or plans for all key employees as of the determination date(s), and the denominator of which is the sum of the account balances under the aggregated defined contribution plan or plans for all Participants, determined in accordance with (i) above, and the present value of accrued benefits under the defined benefit plan or plans for all Participants as of the determination date(s), all determined in accordance with Section 416 of the Code and the regulations thereunder. The accrued benefits under a defined benefit plan in both the numerator and denominator of the top-heavy ratio are increased for any distribution of an accrued benefit made in the five-year period ending on the determination date.

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(iii)For purposes of (i) and (ii) above, the value of account balances and the present value of accrued benefits will 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 Section 416 of the Code and the regulations thereunder for the first and second plan years of a defined benefit plan. The account balances and accrued benefits of a Participant (a) who is not a Key Employee but who was a Key Employee in a prior year, or (b) who has not been credited with at least one hour of service with any company maintaining the Plan at any time during the one-year period ending on the determination date, will be disregarded. The calculation of the Top-Heavy Ratio, and the extent to which distributions, rollovers, and transfers are taken into account will be made in accordance with Section 416 of the Code and the regulations thereunder. Deductible employee contributions will not be taken into account for purposes of computing the Top-Heavy Ratio. When aggregating plans the value of account balances and accrued benefits will be calculated with reference to the Determination Dates that fall within the same calendar year. The accrued benefit of a Participant other than a Key Employee shall be determined under (i) the method, if any, that uniformly applies for accrual purposes under all defined benefit plans maintained by the Company, or (ii) if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional rule of Section 411(b)(1)(C) of the Code.

(d)“Permissive Aggregation Group” shall mean the Required Aggregation Group of plans plus any other plan or plans of the Company which, when considered as a group with the Required Aggregation Group, would continue to satisfy the requirements of Sections 401(a)(4) and 410 of the Code.

(e)“Required Aggregation Group” shall mean: (i) each qualified plan of the Company in which at least one Key Employee participates or participated at any time during the determination period (regardless of whether the Plan has terminated), and (ii) any other qualified plan of the Company which enables a plan described in (i) to meet the requirements of Sections 401(a)(4) or 410 of the Code.

(f)“Determination Date” shall mean, for any Plan Year subsequent to the first Plan Year it shall mean the last date of the preceding Plan Year. For the first Plan Year of the Plan it shall mean the last day of that year.

(g)“Valuation Date” shall mean the date defined in Section 2.40 herein.

15.02Minimum Allocation.

(a)Except as otherwise provided in (c) and (d) below, Company contributions and forfeitures allocated on behalf of any Participant who is not a Key Employee shall not be less than the lesser of 3% of such Participant’s compensation or the largest percentage of Company contributions, as a percentage of the Key Employee’s compensation as limited by Section 401(a)(17) of the Code, allocated on behalf of any Key Employee for that year.

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The minimum allocation is determined without regard to any Social Security contribution. An amount equal to the above-described minimum allocation shall be made even though under other plan provisions, the Participant would not otherwise be entitled to receive an allocation, or would have received a lesser allocation for that year because of (i) the Participant’s failure to complete 500 hours of service; (ii) the Participant’s failure to make mandatory employee contributions to the plan; or (iii) Compensation less than a stated amount.

(b)For purposes of computing the minimum allocation, Compensation shall mean the same as the “Participant’s 415 Compensation” as defined in Section 4.05(c) above.

(c)The provision in (a) above shall not apply to any Participant who was not employed by the Company on the last day of the Plan Year.

(d)For purposes of the provision in (a) above Company contributions allocated under any other defined contribution plan of the Company, in which any key employee participates or which enables another defined contribution plan to meet the requirements of Sections 401(a)(4) or 410 of the Code, shall be considered contributions allocated under this Plan.

(e)In the case of any non-Key Employee Participant who is also a participant in any defined benefit plan of the Company, the foregoing provisions of this Section 16.02 shall be applied, but with 5% substituted for 3%.

(f)Neither Before-Tax Contributions, Roth Contributions nor Matching Contributions may be taken into account for the purpose of satisfying the minimum top-heavy contribution requirements.

(g)Notwithstanding the above, in the event the minimum allocation is less than 3%, Before-Tax Contributions and Roth Contributions shall be taken into account in determining contributions made on behalf of key employees.

15.03Non-forfeitability of Minimum Allocation. The minimum allocation required (to the extent required to be non-forfeitable under Section 416(b) of the Code) may not be forfeited under Sections 411(a)(3)(B) or 411(a)(3)(D) of the Code.

15.04Compensation Limitation. For any Plan Year in which the Plan is Top-Heavy, only the first $265,000 (or such larger amount as may be prescribed by the Secretary) of a Participant’s Annual Compensation shall be taken into account for purposes of determining Company contributions under the Plan.

15.05Top-Heavy Compensation. The term “Top-Heavy Compensation” shall mean the same as the term “Annual Compensation” is defined in Section 2.06.

15.06Top-Heavy Valuation Date. For purpose of computing the Top-Heavy Ratio, the valuation date shall be the last day of each Year.

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ARTICLE XVI
MISCELLANEOUS MATTERS

16.01Expenses of Administration. All expenses of administering the Plan, including applicable Trustee’s fees, Investment Manager’s fees, and all other necessary expenses which may arise in connection with carrying out the Plan shall be paid either by the Company or from the Trust, as determined by the Company in its sole discretion.

16.02Notices by the Company to the Trustee and Committee. The Company shall, as of the last day of each Year and as often during the Year as necessary, furnish written notice to Trustee and the Committee of the termination of employment of any Participant and the date and reason therefor. Any determination of the Company or any statement of a fact or matter required to be disclosed by the Company’s records pertinent to the administration of the Trust shall be communicated promptly to Trustee and the Committee and evidenced by a certified copy of a resolution of the Board of Directors or by a certificate of a duly authorized officer of the Company.

16.03No Recovery by the Company. It shall be impossible under any condition for any part of the corpus or income of the Trust to be used for or diverted to purposes other than for the exclusive benefit of the Participants and their Beneficiaries and for the payment of expenses of the Trust as herein provided; provided, however, that nothing herein shall be construed to prohibit the return of a contribution to the Company in the following circumstances:

(a)Where contributions are made by the Company by a mistake of fact and are returned to the Company within one year after the payment of the contribution.

(b)Where the contribution is conditioned on the deductibility of the contribution under the Code, to the extent the deduction is disallowed, where the contribution is returned to the Company (to the extent disallowed) within one year after the disallowance of the deduction.

16.04Governing Law. The validity, construction and all rights under this Plan shall be governed by the laws of the United States under ERISA. To the extent that ERISA shall not be held to have pre-empted local law, the Plan shall be administered and construed under and governed by the laws of the State of Indiana.

16.05Inspection of Records by Participants. No Participant or his Beneficiary shall have the right to inspect the records of the Trust as they pertain to the credit or the Account of any other Participant.

16.06Construction of Plan. The Article and Section headings and numbers are included only for the convenience of reference and are not to be taken as limiting or extending the meaning of any of the terms or provisions of this Plan.

16.07Persons Under Legal Disability. In the case of any distribution to a minor or other person under legal disability, the Committee may direct that such distribution be paid to the legal

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guardian or the duly appointed legal representative, or if none, to a parent of such Beneficiary. Such payment to the legal guardian or the duly appointed legal representative or parent of a minor Beneficiary shall fully discharge the Trustee, the Company, Committee and Plan from further liability on account thereof. If a guardian, legal representative or conservator of the estate of any Participant or Beneficiary receiving or claiming any benefits under this Plan shall be appointed by a court of competent jurisdiction or if the Participant or Beneficiary has empowered an attorney-in-fact under a power of attorney to receive such benefits, payments otherwise payable to such Participant or Beneficiary shall be paid to such guardian, legal representative or conservator, and any such payment so made shall be a complete discharge of any liability therefor of the Trustee, the Company and Plan.

16.08Spendthrift Provision. None of the benefits under the Plan are subject to the claims of creditors of Participants, retired Participants, or their Beneficiaries, and shall not be subject to attachment or any other legal process. Neither a Participant, a retired Participant, nor any Beneficiary, may assign, sell, borrow on or otherwise encumber any of his beneficial interest in this Plan, nor shall any such benefit be in any manner liable for or subject to the debts, contracts, liabilities, engagements or torts of any such Participant, retired Participant or Beneficiary; provided, however, that a Loan made to a Participant or Beneficiary shall not be treated as an assignment or alienation if such Loan is secured by the Participant’s accrued Non-forfeitable benefit and is exempt from any tax imposed by the Code relating to taxes on prohibited transactions. If any such Participant, retired Participant or Beneficiary should become bankrupt, or anticipate, sell, alienate, transfer, pledge, assign, encumber or charge any benefit as specifically provided herein, or attempt so to do, or if a court of competent jurisdiction should enter an order purporting to subject the interest of any such person to the claim of any creditor, then such benefit shall, at the discretion of the Committee, be applied, in whole or in part, to or for the benefit of such Participant, retired Participant or Beneficiary in such manner and in such proportion as the Committee may deem proper.

As set forth in Section 16.17, the Account of any Participant, however, shall be subject to and payable in accordance with the applicable requirements of any qualified domestic relations order, as that term is defined in Code Section 414(p), and the Committee shall direct the Trustee to provide for payment from a Participant’s Account in accordance with such order and with the provisions of Code Section 414(p) and any Regulations promulgated thereunder. A payment from a Participant’s Account may be made to an alternate payee (as defined in Code Section 414(p)(8) prior to the date the Participant reaches his earliest retirement age (as defined in Code Section 414(p)(4)(B)) if such payments are made pursuant to a qualified domestic relations order. All such payments pursuant to a qualified domestic relations order shall be subject to reasonable rules and regulations promulgated by the Committee respecting the time of payment pursuant to such order and the valuation of the Participant’s Account or Accounts from which payment is made; provided that all such payments are made in accordance with such order and Code Section 414(p). The balance of an Account that is subject to any qualified domestic relations order shall be reduced by the amount of any payment made pursuant to such order.

The Account of any Participant may also be offset by an amount set forth in a court order or requirement to pay that arises from (a) a judgment of conviction for a crime involving the Plan, (b) a civil judgment (or consent order or decree) that is entered by a court in an action brought in

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connection with a breach (or alleged breach) of a fiduciary duty under ERISA, or (c) a settlement agreement entered into by the Participant with either the Secretary of Labor or the Pension Benefit Guaranty Corporation in connection with a breach of fiduciary duty under ERISA by a fiduciary or any other person.

16.09Condition of Qualification. This Plan is established and contributions thereto are made on the condition that it shall be approved and qualified by the Internal Revenue Service as meeting the applicable requirements of the Code and Regulations issued thereunder. In the event that the Commissioner of the Internal Revenue determines that the Plan is not initially qualified under the Code, any contribution made incident to that initial qualification by the Company must be returned to the Company within one year after the date the initial qualification is denied, but only if the application for the qualification is made by the time prescribed by law for filing the Company’s return for the taxable year in which the Plan is adopted, or such later date as the Secretary of the Treasury may prescribe.

This Section 16.09 shall be void and of no effect if this Plan constitutes the amendment and restatement of a Plan for which a federal qualification letter has already been received from the Internal Revenue Service.

16.10Merger. In the case of a merger or consolidation with, or transfer of assets or liabilities to, this Plan and another plan or plans, each Participant must be entitled to receive a benefit immediately after such merger upon termination of the Plan equal to the value of the benefit he would have received if the Plan had terminated immediately prior to such merger.

16.11Successors and Assigns. Subject to all of the provisions hereof, this Plan shall be binding upon, and inure to the benefit of, the heirs, legatees, personal representatives, successors and assigns of the Company, the Trustee, all Participants and all Beneficiaries.

16.12Gender and Number. Wherever any words are used herein in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever any words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply.

16.13Participant’s Rights. Neither the establishment of the Plan hereby created, nor any modification 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 Company, or any officer or employee thereof, or the Trustee, except as provided herein.

Nothing contained in this Plan shall be construed to add directly or indirectly to the rights of the Employees against the Company. The action of the Company in creating this Plan or any other action contemplated by either the Company or its Employees, shall not be construed to constitute or evidence any contractual relationship between the Company and any Employee, or as a right of any Employee to continue in the employment of the Company, or as a limitation of the right of the Company to discharge any of its Employees, with or without cause. The Company shall have the absolute right to deal with any Employee who may be a Participant hereunder at any time as if the Plan had never been created. Nothing herein contained shall be construed as placing any

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obligation whatever upon the Company to see that any distribution to a Participant is made at any time from the trust fund, and the Company shall not be liable to any person whatever in respect to payments from the trust fund. Each Participant and Beneficiary or other person entitled at any time to payments hereunder shall look solely to the assets of the trust fund for such payments.

16.14No Guarantee. Neither the Trustee nor the Company nor any of its officers nor any member of the Board of Directors of the Company in any way guarantee the Trust fund against loss or depreciation.

16.15Overpayments, Recoupment. If a Participant or Beneficiary receives an erroneous payment or payments to which such Participant or Beneficiary is not entitled under the terms and provisions of the Plan, repayment of the amount of the erroneous payments shall be made by the person receiving such payment. In the event the Participant or Beneficiary fails to return the overpayment, the Administrator is authorized, in its discretion, to collect such erroneous payments made from the Plan. If other efforts fail to recover the excess payments, legal action may be instituted and/or payments to the Participant or Beneficiary may be offset against the erroneous payments.

16.16Counterparts. The Plan may be executed in two or more counterparts, any one of which will be an original without reference to the others.

16.17Qualified Domestic Relation Orders (“QDROs”). Upon receipt of a domestic relations order by the Plan, the Committee shall promptly notify the Participant and any alternate payee of the receipt of such order and provide a copy of the order to the Participant and any alternate payee. The Committee shall notify such individuals of the Plan’s procedures for determining the qualified status of the domestic relations order. The qualified status of such order shall be determined within a reasonable period after receipt of the order. If it is determined that the order is a Qualified Domestic Relations Order, then the Committee shall promptly comply with all of the terms and provisions of the order. A distribution to an “alternate payee” shall be permitted even if the affected Participant has not reached his “earliest retirement age” under the Plan.

During the period in which the qualified status of the domestic relations order is being determined, the Committee shall separately account for the amounts which would have been payable to the alternate payee during such period as if the order had been initially determined to be qualified. If the order is determined to be qualified within 18 months of receipt, the Committee shall pay the segregated amounts (plus any interest thereon) to the person or persons specified in the order. If the order is not determined to be qualified within 18 months, or the status of the order is not resolved, then the Committee shall pay the segregated amount (plus interest) to the person or persons who would have been entitled to such amounts if there had been no order. Any determination that an order is qualified after the 18 month period shall be applied prospectively only.

16.18Special Rules Relating to Veterans Reemployment Rights Under USERRA and the HEART Act. The following special provisions of this Section shall apply to an Employee or Participant who is reemployed in accordance with the reemployment provisions of USERRA following a period of qualifying military service (as determined under USERRA):

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(a)Each period of qualifying military service served by an Employer or Participant shall, upon such reemployment, be deemed to constitute service with the Company for all purposes of the Plan.

(b)The Participant shall be permitted to make up Before-Tax Contributions and Roth Contributions missed during the period of qualifying military service. The Participant shall have a period of time beginning on the date of the Participant’s reemployment with the Company following his period of qualifying military service and extending over the lesser of (i) the product of three and the Participant’s period of qualifying military service, and (ii) five years, to make up such missed Before-Tax Contributions and Roth Contributions.

(c)If the reemployed Participant elects to make up Before-Tax Contributions and/or Roth Contributions in accordance with subsection (b) above, the Company shall make any Matching Contributions that would have been made on behalf of such Participant had the Participant made such Before-Tax Contributions and/or Roth Contributions during the period of qualifying military service.

(d)The Company shall not (i) credit earnings to a Participant’s Account with respect to any Before-Tax Contribution, Roth Contribution, Matching Contribution, Company Contribution or Service Contribution before such Contribution is actually made, or (ii) make up any allocation of forfeitures with respect to the period of qualifying military service.

(e)A reemployed Participant shall be entitled to the portion of his Account attributable to Before-Tax Contributions or Roth Contributions only if such Contributions are actually made.

(f)For all purposes under the Plan, including the Company’s liability for making contributions on behalf of a reemployed Participant as described above, the Participant shall be treated as having received Annual Compensation from the Company based on the rate of Annual Compensation the Participant would have received during the period of qualifying military service, or if that rate is not reasonably certain, on the basis of the Participant’s average rate of Annual Compensation during the 12-month period immediately preceding such period.

(g)If a Participant makes a Before-Tax Contribution or Roth Contribution or the Company makes a Matching Contribution, Company Contribution and/or Service Contribution in accordance with the foregoing provisions of this Section 16.18.

(i)such Contributions shall not be subject to any otherwise applicable limitation under Code Sections 402(g), 404(a) or 415, and shall not be taken into account in applying such limitations to other Participant or Company contributions under the Plan or any other plan, with respect to the year in which such Contributions are made, and such Contributions shall be subject to these limitations only with respect to the year to which such Contributions relate and only in accordance with Regulations prescribed by the Internal Revenue Service; and

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(ii)the Plan shall not be treated as failing to meet the requirements of Code Sections 401(a)(4), 401(k)(3), 401(k)(11), 401(k)12, 401(m), 410(b) or 416 by reason of such Contributions.

(h)Pursuant to Code Section 401(a)(37), the survivors of any Participant who dies on or after January 1, 2007 while performing qualifying military service shall be entitled to any additional benefits (other than benefit accruals relating to the period of qualifying military service) that would have been provided to them under the Plan had the Participant resumed and then terminated employment on account of death.

16.19Protected Benefits. Notwithstanding any term or condition expressed or implied to the contrary in this amended and restated Plan, nothing herein shall be construed to reduce or eliminate any protected benefit (as such term is defined in Section 411(d)(6) of the Code) with respect to the benefits accrued by any Participant prior to the effective date of any provision of this amended and restated Plan, except to the extent provided by Section 411(d)(6).

In addition, all of the assets and liabilities of the Franklin Electric Co., Inc. Savings Plan (“Savings Plan”) were transferred to this Plan, effective as of January 1, 1995, and nothing herein shall be construed to reduce or eliminate any protected benefit (as such term is defined in Section 411(d)(6) of the Code) with respect to the benefits accrued by any Participant in the Savings Plan as of the time of such merger, except to the extent provided by Section 411(d)(6).

ARTICLE XVII
PROVISIONS RELATING TO PRIOR PLANS

17.01Merger of Prior Plans into the Plan. Effective as of the applicable Merger Date set forth in Exhibit A to the Plan, each plan identified on Exhibit A (“Prior Plan”) shall be merged into the Plan.

17.02Prior Plan Accounts. Accounts maintained for participants in a Prior Plan, or in the event of their deaths, their beneficiaries ("Prior Plan Participants") shall be held in Prior Plan Accounts maintained on their behalf under the Plan.

17.03Eligibility to Participate. Each Prior Plan Participant shall become a Participant in the Plan with respect to his Prior Plan Account effective as of the applicable date set forth in Exhibit A.

17.04Before-Tax Contributions. As of the first day following the applicable date Prior Plan Participants become eligible to participate in the Plan as set forth in Exhibit A, Prior Plan Participants shall be eligible to make Before-Tax Contributions in accordance with subsection 4.01(a) of the Plan.

17.05Matching Contributions. The Company shall make Matching Contributions on behalf of the Prior Plan Participants in accordance with Section 4.01(c) of the Plan, with respect to Before-Tax Contributions made under the Plan.

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17.06Non-forfeitable. The Prior Plan Account of each Prior Plan Participant shall be Non-forfeitable at all times.

17.07Directed Investment. Each Prior Plan Participant may direct the investment of his Prior Plan Account in accordance with Section 8.02.

17.08In-Service Withdrawals.

(a)Each Prior Plan Participant may elect a hardship distribution of the before-tax contributions in his Prior Plan Account in accordance with Section 6.10 of the Plan.

(b)Each Prior Plan Participant who has attained 59½ may also elect to withdraw prior to termination of employment the portion of his Prior Plan Account attributable to before-tax contributions, matching contributions, qualified matching contributions, discretionary nonelective contributions and qualified nonelective contributions, as applicable, not being used as security for a loan, determined as of the Valuation Date coinciding with as of which the date the distribution is made.

(c)Each Prior Plan Participant in the Phil-Tite Enterprises 401(k) Profit Sharing Plan may elect to withdraw the portion of his Prior Plan Account attributable to matching contributions and profit sharing contributions not being used as security for a loan, provided that such Prior Plan Participant has five Years of Service at the time of such withdrawal or such amounts are not attributable to the current Plan Year and the two preceding Plan Years, determined as of the Valuation Date coinciding with the date as of which the distribution is made. Any amounts attributable to the Phil-Tite Enterprise, Inc. Money Purchase Pension Plan shall not be available for withdrawal prior to the Participant’s termination of employment.

17.09Payment of Account Balance. Distribution of a Prior Plan Participant’s Prior Plan Account shall be made in accordance with the provisions of Section 6.05.

17.10Loans. Effective as of the applicable Prior Plan Merger Date set forth in Exhibit A, loans will be available to Prior Plan Participants under the Plan in accordance with Section 6.14. In the event that a Prior Plan Participant has a loan outstanding under a Prior Plan at the time the Trustee receives a direct transfer of such Prior Plan Participant’s accounts from the trustee under the Prior Plan, such loan shall be transferred to and assumed by the Trustee. Any loan made to a Prior Plan Participant under the Prior Plan prior to the applicable Prior Plan Merger Date shall be subject to the terms and conditions set forth in the Prior Plan as in effect at the time such loan was made.

17.11Use of Terms. All terms and provisions of the Plan shall apply to this Article XVII except that where terms and provisions of the Plan and this Article XVII conflict, the terms and provisions of this Article XVII shall govern.

ARTICLE XVIII

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PROVISIONS RELATING TO FRANKLIN ELECTRIC CO., INC. EMPLOYEE STOCK OWNERSHIP PLAN

18.01Merger of Franklin Electric Co., Inc. Employee Stock Ownership Plan into the Plan. Effective as of August 5, 2010 (the “ESOP Merger Date”), the Franklin Electric Co., Inc. Employee Stock Ownership Plan (“ESOP”) was merged into the Plan.

18.02ESOP Accounts. The Accounts maintained for participants in the ESOP, or in the event of their deaths, their beneficiaries ("ESOP Participants") are held in ESOP Accounts maintained on their behalf under the Plan.

18.03Vesting.

(a)The portion of each ESOP Account attributable to an ESOP Participant’s Matching Benefits Account and Participant Contribution Account is fully vested and non-forfeitable at all times.

(b)With respect to the portion of each ESOP Account attributable to an ESOP Participant’s Company Benefits Account: (i) such portion held by an ESOP Participant who was employed by the Company on December 31, 2009 was fully vested and non-forfeitable as of January 2010, and (ii) such portion held by an ESOP Participant who terminated employment with the Company prior to January 1, 2010 was vested pursuant to the ESOP vesting schedule reproduced below, and any portion not vested as of the ESOP Participant’s date of termination was forfeited and allocated to the ESOP Accounts of other ESOP Participants pursuant to Section 8.06 of the ESOP.

Years of                    Vesting Percentage

Service with Company of Company Benefits Account

1 0%

2 20%

3 40%

4 60%

5 80%

6 100%

(c)Any ESOP Participant described in (b)(ii) above who returns to employment with the Company on or after January 1, 2010 shall become vested in his Company Benefits Account pursuant to the ESOP vesting schedule reproduced above, provided such Participant is eligible to have such benefit restored according to the forfeiture provisions of Section 8.06 of the ESOP and satisfies the buy-back requirements of Section 8.10 of the ESOP (as necessary). The Plan shall calculate such Participant’s Years of Service for the purposes of this Section by using the Hours of Service computation method as determined under the ESOP or the elapsed time method set forth in Section 2.43, whichever calculation produces a greater number of Years of Service for the Participant.

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(d)Notwithstanding the foregoing, a Participant described in (b)(ii) above who attained age 65 prior to termination of employment was fully vested in all portions of his ESOP Account.

18.04Directed Investment. Each ESOP Account shall be held in whole shares of Company Stock, and fractional shares shall be held in cash. Each ESOP Participant may at any time direct the transfer of his ESOP Account to other accounts as follows:

(a)the portion of each ESOP Account attributable to an ESOP Participant’s Matching Benefits Account and Company Benefits Account under the ESOP may be transferred to the portion of his Account attributable to Matching Contributions; and

(b)the portion of each ESOP Account attributable to an ESOP Participant’s Participant Contribution Account under the ESOP may be transferred to the portion of his Account attributable to After-Tax Contributions.

Once amounts are transferred from the ESOP Account, they shall be invested in accordance with Section 8.02. The ESOP Account shall be subject to the voting and tender rights set forth in Article XI of the ESOP and the dividend payment provisions set forth in Section 13.02 of the ESOP.

18.05ESOP References. All references to ESOP Sections in this Article XVIII shall mean those ESOP Sections as in effect immediately prior to the ESOP Merger Date.

ARTICLE XIXACCOUNTS TRANSFERRED FROM AMCHECK PORTLAND 401(K) PLAN FOR EMPLOYEES OF CERUS INDUSTRIAL

19.01Use of Terms. All terms and provisions of the Plan shall apply to this Article XIX except that where terms and provisions of the Plan and this Article XIX conflict, the terms and provisions of this Article XIX shall govern.

19.02Transfer of Accounts. Effective as of December 31, 2012, accounts maintained for Participants who are former participants, or in the event of their deaths, their beneficiaries in the Amcheck Portland 401(k) Plan (the “Cerus Plan”) have been transferred and held in Cerus Plan Accounts maintained on their behalf under the Plan. Each Participant with a Cerus Plan Account is a “Cerus Plan Participant” for purposes of this Article XIX. Separate sub-accounts in the Cerus Plan Accounts are maintained for each Cerus Plan Participant’s Elective Contribution Account, Roth Contribution Account and Rollover Contribution Account, as applicable, maintained in the Cerus Plan.

19.03Non-forfeitable. The Cerus Plan Account of each Cerus Plan Participant is Non-forfeitable at all times.

19.04Elective Contribution and Rollover Contribution Sub-Accounts. Except as otherwise provided in this Article XIX, the sub-accounts in each Cerus Plan Account attributable to a Cerus Plan Participant’s Elective Contribution Account and Rollover Contribution Account in the Cerus

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Plan are subject to the provisions of the Plan applicable to Before-Tax Contributions and Rollover Accounts, respectively.

19.05Roth Contribution Sub-Account. The Trustee and the Committee shall manage the sub-account in each Cerus Plan Account attributable to a Cerus Plan Participant’s Roth Contribution Account in the Cerus Plan in a manner consistent with the Roth contribution rules in Code Section 402A and the Treasury Regulations and other applicable guidance thereunder, all of which are hereby incorporated by reference.

19.06Directed Investment. Each Cerus Plan Participant may direct the investment of his Cerus Plan Account in accordance with Section 8.02.

19.07In-Service Withdrawals.

(a)Each Cerus Plan Participant may at any time elect to withdraw, prior to termination of employment, any amount from the sub-account in his Cerus Plan Account attributable to his Rollover Contribution Account in the Cerus Plan.

(b)Each Cerus Plan Participant may elect a hardship distribution of any amount in his Cerus Plan Account in accordance with Section 6.10 of the Plan.

19.08Payment of Account Balance. Distribution of a Cerus Plan Participant’s Cerus Plan Account shall be made in accordance with the provisions of Section 6.05.

19.09Loans. Loans will be available to Cerus Plan Participants under the Plan in accordance with Section 6.14.

ARTICLE XX
ACCOUNTS TRANSFERRED FROM PIONEER PUMP, INC. 401(K) PLAN

20.01Use of Terms. All terms and provisions of the Plan shall apply to this Article XX except that where terms and provisions of the Plan and this Article XX conflict, the terms and provisions of this Article XX shall govern.

20.02Transfer of Accounts. Effective as of December 31, 2015, accounts maintained for Participants who are former participants, or in the event of their deaths, their beneficiaries in the Pioneer Pump, Inc. 401(k) Plan (the “Pioneer Plan”) have been transferred and held in Pioneer Plan Accounts maintained on their behalf under the Plan. Each Participant with a Pioneer Plan Account is a “Pioneer Plan Participant” for purposes of this Article XX. Separate sub-accounts in the Pioneer Plan Accounts are maintained for each Pioneer Plan Participant’s Elective Contribution Account, Roth Contribution Account, Company Contribution Account, Matching Contribution Account and Rollover Contribution Account, as applicable, maintained in the Pioneer Plan.

20.03Non-forfeitable. The Pioneer Plan Account of each Pioneer Plan Participant is Non-forfeitable at all times.

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20.04Elective Contribution and Rollover Contribution Sub-Accounts. Except as otherwise provided in this Article XX, the sub-accounts in each Pioneer Plan Account attributable to a Pioneer Plan Participant’s Elective Contribution Account and Rollover Contribution Account in the Pioneer Plan are subject to the provisions of the Plan applicable to Before-Tax Contributions and Rollover Accounts, respectively.

20.05Roth Contribution Sub-Account. Except as otherwise provided in this Article XX, the sub-account in each Pioneer Plan Account attributable to a Pioneer Plan Participant’s Roth Contribution Account in the Pioneer Plan is subject to the provisions of the Plan applicable to Roth Contributions. The Trustee and the Committee shall manage the sub-account in each Pioneer Plan Account attributable to a Pioneer Plan Participant’s Roth Contribution Account in the Pioneer Plan in a manner consistent with the Roth contribution rules in Code Section 402A and the Treasury Regulations and other applicable guidance thereunder, all of which are hereby incorporated by reference.

20.06Directed Investment. Each Pioneer Plan Participant may direct the investment of his Pioneer Plan Account in accordance with Section 8.02.

20.07In-Service Withdrawals.

(a)Each Pioneer Plan Participant may at any time elect to withdraw, prior to termination of employment, any amount from the sub-account in his Pioneer Plan Account attributable to his Rollover Contribution Account in the Pioneer Plan.

(b)Each Pioneer Plan Participant may elect a distribution of any amount in his Pioneer Plan Account upon attaining age 59½ in accordance with Section 6.11 of the Plan.

20.08Payment of Account Balance. Distribution of a Pioneer Plan Participant’s Pioneer Plan Account shall be made in accordance with the provisions of Section 6.05.

20.09Loans. Loans will be available to Pioneer Plan Participants under the Plan in accordance with Section 6.14, and any outstanding loans transferred to the Plan shall be subject to the provisions of Section 6.14.

*        *        *

IN WITNESS WHEREOF, the Company has caused this Plan to be executed as of the this 23rd day of December, 2015.

FRANKLIN ELECTRIC CO., INC.

/s/ John J. Haines                    

John J. Haines

Chief Financial Officer

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/s/ Thomas J. Strupp                    

Thomas J. Strupp

Vice President-Global Human Resources

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Exhibit A

Exhibit A includes the name of each Prior Plan and information regarding the date Prior Plan employees become eligible to participate in the Plan, the effective date of the merger and the forms of payment available under the Prior Plan.

Name of Plan	Date of Eligibility to Participate	Prior Plan Merger Date
APT 401k Plan	November 1, 2002	October 31, 2002
EBW, Inc. Profit Sharing Plan and Trust	November 1, 2002	October 31, 2002
EBW, Inc. Hourly Employees 401k Plan	November 1, 2002	October 31, 2002
Intelligent Controls, Inc. Incentive Savings Plan	June 1, 2003	May 31, 2003
Phil-Tite Enterprises, Inc. 401(k) Profit Sharing Plan	January 5, 2006	January 5, 2006

CH2\16452428.8

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EX-4.4

HEADWATER COMPANIES, LLC 401(K) PLAN

Volume Submitter 401(k) Plan

VOLUME SUBMITTER 401(k) PLAN

The undersigned Employer, by executing this Adoption Agreement, establishes a retirement plan and trust (collectively "Plan") under the Wells Fargo Bank, N.A. Defined Contribution Volume Submitter Plan and Trust (basic plan document #08). The Employer, subject to the Employer's Adoption Agreement elections, adopts fully the Volume SubmitterPlan and Trust provisions. This Adoption Agreement, the basic plan document and any attached Appendices or agreements permitted or referenced therein, constitute the Employer's entire plan and trust document. All "Election" references within this Adoption Agreement are Adoption Agreement Elections. All "Article" or "Section" references are basic plan document references. Numbers in parentheses which follow election numbers are basic plan document references. Where an Adoption Agreement election calls for the Employer to supply text, the Employer (without altering the content of any existing printed text) may lengthen any space or line, or create additional tiers. When Employer‑supplied text uses terms substantially similar to existing printed options, all clarifications and caveats applicable to the printed options apply to the Employer‑supplied text unless the context requires otherwise. The Employer makes the following elections granted under the corresponding provisions of the basic plan document.

ARTICLE I

DEFINITIONS

1.    EMPLOYER(1.24).

Name: Headwater Companies, LLC    

Address: 9255 Coverdale Road, Fort Wayne, Indiana 46809    

Phone number: 260-827-5358    

Taxpayer Identification Number (TIN): 20-0319914    

E‑mail (optional):

Employer's Taxable Year (optional): December 31    

2.    PLAN(1.42).

Name: Headwater Companies, LLC 401(k) Plan    

Plan number: 001    (3‑digit number for Form 5500 reporting)

Trust EIN (optional):

3.    PLAN/LIMITATION YEAR (1.44/1.34). Plan Year and Limitation Year mean the 12 consecutive month period (except for a short Plan/Limitation Year) ending every:

[Note: Complete any applicable blanks under Election 3 with a specific date, e.g., June 30 OR the last day of February OR the first Tuesday in January. In the case of a Short Plan Year or a Short Limitation Year, include the year, e.g., May 1, 2014.]

Plan Year (Choose one of (a) or (b). Choose (c) if applicable.):

(a)    [X]December 31.

(b)    [ ]    Fiscal Plan Year: ending: .

(c)    [ ]    Short Plan Year: commencing: and ending: .

Limitation Year (Choose one of (d) or (e). Choose (f) if applicable.):

(d) [X]    Generally same as Plan Year. The Limitation Year is the same as the Plan Year except where the Plan Year is a short year in which event the Limitation Year is always a 12 month period, unless the short Plan Year (and short Limitation Year) result from a Plan amendment.

(e) [ ]    Different Limitation Year: ending: .

(f) [ ]    Short Limitation Year: commencing: and ending: .

4.    EFFECTIVE DATE(1.20). The Employer's adoption of the Plan is a (Choose one of (a) or (b). Complete (c) if new plan OR complete (c) and (d) if an amendment and restatement. Choose (e) and (f) if applicable.): 4 p.14

(a)    [X]New Plan.

(b)    [ ]Restated Plan.

PPA RESTATEMENT (leave blank if not applicable)

(1) [ ]    This is an amendment and restatement to bring a plan into compliance with the Pension Protection Act of 2006 ("PPA") and other legislative and regulatory changes.

Initial Effective Dateof Plan (enter date)

(c) [X]  January 1, 2018   (hereinafter called the "Effective Date" unless 4(d) is entered below)

© 2014 Wells Fargo Bank, N.A. or its suppliers

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Restatement Effective Date(If this is an amendment and restatement, enter effective date of the restatement.)

(d) [ ] (enter month day, year; may enter a restatement date that is the first day of the current Plan Year. The Plan contains appropriate retroactive effective dates with respect to provisions for the appropriate laws if the Plan is a PPA Restatement.) (hereinafter called the "Effective Date")

[Note: See Section 1.54 for the definition of Restated Plan. If this Plan is a PPA Restatement, the PPA restatement Effective Date may be a current date (as the basic plan document supplies the Effective Dates of various PPA and other provisions) or may be a retroactive date. If specific Plan provisions, as reflected in this Adoption Agreement and the basic plan documents, do not have the Effective Date stated in this Election 4, indicate as such in the election where called for or in Appendix A.]

(e)    [ X]    Restatement of surviving and merging plans. The Plan restates two (or more) plans (Complete 4(c) and (d) above for this (surviving) Plan. Complete (1) below for the merging plan. Choose (2) if applicable. Unless otherwise noted, the restated Effective Date with regard to a merging plan is the later of the date of the merger or the restated Effective Date of this Plan.):

(1) Merging plan. The    2M Company, Inc. Savings & Profit Sharing    Plan was or will be merged into this surviving Plan as of:   January 1, 2018   . The merging plan's restated Effective Date is:    June 1, 2017   . The merging plan's original Effective Date was:   December 1, 1992   .

[See the Note under Election 4(d) if this document is the merging plan's PPA restatement.]

(2) [ X ]    Additional merging plans. The following additional plans were or will be merged into this surviving Plan (Complete a. and b. as applicable.):

Restated    Original

Name of merging planMerger dateEffective DateEffective Date

a.  Western Hydro Corporation Retirement Plan	January 1, 2018	January 1, 2016	November 1, 1987
b.

[Note: If Elective Deferral provision is not effective as of the Initial Effective Date or the Restatement Effective Date, enter the date as of which the Elective Deferral provision is effective. The Special Effective Date may not precede the date on which the Employer adopted the Plan.]

5.    TRUSTEE(1.67). The Trustee executing this Adoption Agreement is (Choose one or more of (a), (b), or (c). Choose (d) or (e) if applicable.):

(a) [ ]A discretionary Trustee. See Section 8.02(A).

(b) [X]A nondiscretionary (directed) Trustee or Custodian. See Section 8.02(B).

(c) [ ]A Trustee under the: (specify name of trust), a separate trust agreement the Trustee has executed and that the IRS has approved for use with this Plan. Under this Election 5(c) the Trustee is not executing the Adoption Agreement and Article VIII of the basic plan document does not apply, except as indicated otherwise in the separate trust agreement. See Section 8.11(C).

(d)    [ ]    Permitted Trust amendments apply. Under Section 8.11(B) the Employer has made certain permitted amendments to the Trust. Such amendments do not constitute a separate trust under Election 5(c). See Election 59 in Appendix C.

(e)    [ ]    Use of non‑approved trust. A Trustee under the: (specify name of trust), a separate trust agreement the Trustee has executed for use with this Plan. Under this Election 5(e) the Trustee is not executing the Adoption Agreement and Article VIII of the basic plan document does not apply, except as indicated otherwise in the separate trust agreement. See Section 8.11(C). [Caution: Election 5(e) will result in the Plan losing reliance on its Advisory Letter and the Plan will be an individually designed plan.]

6.    CONTRIBUTION TYPES(1.12). The selections made below should correspond with the selections made under Article III of this Adoption Agreement. (If this is a frozen Plan (i.e., all contributions have ceased), choose (a) only.): 6 p.26

Frozen Plan. See Sections 3.01(J) and 11.04.

(a) [ ]Contributions cease. All Contributions have ceased or will cease (Plan is frozen).

(1) [ ]Effective date of freeze: [Note: Effective date is optional unless this is the amendment or restatement to freeze the Plan.]

[Note: Elections 20 through 30 and Elections 36 through 38 do not apply to any Plan Year in which the Plan is frozen.]

Contributions. The Employer and/or Participants, in accordance with the Plan terms, make the following Contribution Types to the Plan/Trust (Choose one or more of (b) through (h).):

(b)    [X]    Pre‑Tax Deferrals. See Section 3.02 and Elections 20‑23, and 34.

(1) [X]    Roth Deferrals. See Section 3.02(E) and Elections 20, 21, and 23. [Note: The Employer may not limit Elective Deferrals to Roth Deferrals only.]

(c) [X]    Matching. See Sections 1.35 and 3.03 and Elections 24‑26. [Note: The Employer may make an Operational QMAC without electing 6(c). See Section 3.03(C)(2). Do not elect for a safe harbor plan; use 6(e) instead.]

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(d)    [X]    Nonelective. See Sections 1.38 and 3.04 and Elections 27-29. [Note: The Employer may make an Operational QNEC without electing 6(d). See Section 3.04(C)(2).]

(e)    [ ]    Safe Harbor/Additional Matching. The Plan is (or pursuant to a delayed election, may be) a safe harbor 401(k) Plan. The Employer will make (or under a delayed election, may make) Safe Harbor Contributions as it elects in Election 30. The Employer may or may not make Additional Matching Contributions as it elects in Election 30. See Election 26 as to matching Catch‑Up Deferrals. See Section 3.05.

(f)    [ ]    Employee(after‑tax). See Section 3.09 and Election 36.

(g)    [ ]    SIMPLE 401(k). The Plan is a SIMPLE 401(k) Plan. See Section 3.10. [Note: The Employer electing 6(g) must elect a calendar year under 3(a) and may not elect any other Contribution Types except under Elections 6(b) and 6(h).]

(h)    [ ]    Designated IRA. See Section 3.12 and Election 37.

7.    DISABILITY(1.16). Disability means (Choose one of (a) or (b).):

(a) [X]    Basic Plan. Disability as defined in Section 1.16(A).

(b) [ ]    Describe:

[Note: The Employer may elect an alternative definition of Disability for purposes of Plan distributions. However, the use of an alternative definition may result in loss of favorable tax treatment of the Disability distribution.]

8.    EXCLUDED EMPLOYEES(1.22(D)). The following Employees are not Eligible Employees but are Excluded Employees (Choose one of (a), (b), or (c).): 8 p.38

[Note: Regardless of the Employer's elections under Election 8: (i) Employees of any Related Employers (excluding the Signatory Employer) are Excluded Employees unless the Related Employer becomes a Participating Employer; and (ii)Reclassified Employees and Leased Employees are Excluded Employees unless the Employer in Appendix B elects otherwise. See Sections 1.22(B), 1.22(D)(3), and 1.24(D). However, in the case of a Multiple Employer Plan, see Section 12.02(B) as to the Employees of the Lead Employer.]

(a)    [ ]    No Excluded Employees. There are no additional excluded Employees under the Plan as to any Contribution Type (skip to Election 9).

(b) [X]    Exclusions - same for all Contribution Types. The following Employees are Excluded Employees for all Contribution Types (Choose one or more of (e) through (j). Choose column (1) for each exclusion elected at (e) through (i).):

(c)    [ ]    Exclusions ‑ different exclusions apply. The following Employees are Excluded Employees for the designated Contribution Type (Choose one or more of (d) through (j). Choose Contribution Type as applicable.):

[Note: For this Election 8, unless described otherwise in Election 8(j), Elective Deferrals includes Pre‑Tax Deferrals, Roth Deferrals, Employee Contributions and Safe Harbor Contributions. Matching includes all Matching Contributions except Safe Harbor Matching Contributions. Nonelective includes all Nonelective Contributions except Safe Harbor Nonelective Contributions.]

(1)    (2)    (3)    (4)

All    Elective

Exclusions    Contributions    Deferrals    Matching    Nonelective

(d)    [ ]No exclusions. No exclusions as to the    N/A    [ ]    [ ]    [ ]

designated Contribution Type.    (See Election 8(a))

(e)    [X]Collective Bargaining (union) Employees.[X]OR    [ ]    [ ]    [ ]

As described in Code §410(b)(3)(A).

See Section 1.22(D)(1).

(f)    [X]Non‑Resident Aliens. As described in    [X]OR    [ ]    [ ]    [ ]

Code §410(b)(3)(C). See Section 1.22(D)(2).

(g)    [ ]HCEs. See Section 1.22(E). See Election 30(f)    [ ]OR    [ ]    [ ]    [ ]

as to exclusion of some or all HCEs from Safe Harbor Contributions.

(h)    [ ]    Hourly paid Employees.[ ]OR    [ ]    [ ]    [ ]

(i)    [ ]Part‑Time/Temporary/Seasonal Employees.[ ]    OR    [ ]    [ ]    [ ]

See Section 1.22(D)(4). A Part‑Time, Temporary or Seasonal Employee is an Employee whose regularly scheduled Service is less than (specify a maximum of 1,000) Hours of Service in the relevant Eligibility Computation Period.

[Note: The "relevant" Eligibility Computation Period is the Initial or Subsequent Eligibility Computation Period as defined in Section 2.02(C).]

[Note: If the Employer under Election 8(i) elects to treat Part‑Time, Temporary and Seasonal Employees as Excluded Employees and any such an Employee actually completes at least 1,000 Hours of Service during the relevant Eligibility Computation Period, the Employee becomes an Eligible Employee. See Section 1.22(D)(4).]

(j)    [X]    Describeexclusion category and/or Contribution Type: Independent Contractors, Seasonal, Interns and Leased Employees.    (e.g., Exclude Division B Employees OR Exclude salaried Employees from Discretionary Matching Contributions.)

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Volume Submitter 401(k) Plan

[Note: Any exclusion under Election 8(j), except as to Part‑Time/Temporary/Seasonal Employees, may not be based on age or Service or level of Compensation. See Election 14 for eligibility conditions based on age or Service. The exclusions entered under Election 8(j) cannot result in the group of Nonhighly Compensated Employees (NHCEs) participating under the plan being only those NHCEs with the lowest amount of compensation and/or the shortest periods of service and who may represent the minimum number of these employees necessary to satisfy coverage under Code §410(b).]

9.    COMPENSATION(1.11(B)). The following base Compensation (as adjusted under Elections 10 and 11) applies in allocating Employer Contributions (or the designated Contribution Type) (Choose one or more of (a) through (d) and choose Contribution Type as applicable. Choose (e) if applicable.): 9 p.49

[Note: For this Election 9 all definitions include Elective Deferrals unless excluded under Election 11. See Section 1.11(D). Unless described otherwise in Election 9(d), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions. In applying any Plan definition which references Section 1.11 Compensation, where the Employer in this Election 9 elects more than one Compensation definition for allocation purposes, the Plan Administrator will use W‑2 Wages for other Plan definitions of Compensation if the Employer has elected W‑2 Wages for any Contribution Type or Participant group under Election 9. If the Employer has not elected W‑2 Wages, the Plan Administrator for such other Plan definitions will use 415 Compensation. If the Plan is a Multiple Employer Plan, see Section 12.07. Election 9(d) below may cause allocation Compensation to fail to be nondiscriminatory under Treas. Reg. §1.414(s).]

(1)    (2)    (3)    (4)

All    Elective

Contributions    Deferrals    Matching    Nonelective

(a)    [ ]W‑2 Wages (plus Elective Deferrals).[ ]    OR    [ ][ ][ ]

SeeSection 1.11(B)(1).

(b)    [X]Code §3401 Federal Income Tax[X]    OR    [ ][ ][ ]

Withholding Wages (plus Elective Deferrals). See Section 1.11(B)(2).

(c)    [ ]415 Compensation(simplified).[ ]    OR    [ ][ ][ ]

See Section 1.11(B)(3).

[Note: The Employer may elect an alternative "general 415 Compensation" definition by electing 9(c) and by electing the alternative definition in Appendix B. See Section 1.11(B)(4).]

(d) [ ]DescribeCompensation by Contribution Type or by Participant group:

[Note: Under Election 9(d), the Employer may: (i) elect Compensation from the elections available under Elections 9(a), (b), or (c), or a combination thereof as to a Participant group (e.g., W-2 Wages for Matching Contributions for Division A Employees and 415 Compensation in all other cases); and/or (ii) define the Contribution Type column headings in a manner which differs from the "all‑inclusive" description in the Note immediately preceding Election 9(a) (e.g., Compensation for Safe Harbor Matching Contributions means W‑2 Wages and for Additional Matching Contributions means 415 Compensation).]

(e)    [ ]Allocate based on specified 12‑month period.    [ ]    OR    [ ][ ][ ]

The allocation of all Contribution Types (or specified Contribution Types) will be made based on Compensation within a specified 12‑month period ending within the Plan Year as follows:

.

10.    PRE‑ENTRY/POST‑SEVERANCE COMPENSATION(1.11(H)/(I)). Compensation under Election 9:

[Note: For this Election 10, unless described otherwise in Elections 10(c) or (n), Elective Deferrals includes Pre‑Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions. Election 10(c) below may cause allocation Compensation to fail to be nondiscriminatory under Treas. Reg. §1.414(s).]

(1)    (2)    (3)    (4)

All    Elective

Pre‑Entry Compensation (Choose one of (a) or (b).    Contributions    Deferrals    Matching    Nonelective

Choose Contribution Type as applicable.):

(a)    [ ]Plan Year. Compensation for the entire Plan    [ ]    OR    [ ][ ][ ]

Year which includes the Participant's Entry Date.

[Note: If the Employer under Election 9(e) elects to allocate some or all Contribution Types based on a specified 12‑month period, Election 10(a) applies to that 12‑month period in lieu of the Plan Year.]

(b)    [X]Participating Compensation. Only Participating    [X]    OR    [ ][ ][ ]

Compensation. See Section 1.11(H)(1).

[Note: Under a Participating Compensation election, in applying any Adoption Agreement elected contribution limit or formula, the Plan Administrator will count only the Participant's Participating Compensation. See Section 1.11(H)(1) as to plan disaggregation.]

(c) [ ]Describe Pre‑Entry Compensation by Contribution Type or by Participant group:

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Volume Submitter 401(k) Plan

[Note: Under Election 10(c), the Employer may: (i) elect Compensation from the elections available under Pre-Entry Compensation or a combination thereof as to a Participant group (e.g., Participating Compensation for all Contribution Types as to Division A Employees, Plan Year Compensation for all Contribution Types to Division B Employees); and/or (ii) define the Contribution Type column headings in a manner which differs from the "all‑inclusive" description in the Note immediately preceding Pre‑Entry Compensation (e.g., Compensation for Nonelective Contributions is Participating Compensation and for Safe Harbor Nonelective Contributions is Plan Year Compensation).]

Post‑Severance Compensation. The following adjustments apply to Post‑Severance Compensation paid within any applicable time period as may be required (Choose one of (d), (e), or (f).):

[Note: Under the basic plan document, if the Employer does not elect any adjustments, post‑severance compensation includes regular pay, leave cashouts, and deferred compensation, and excludes military and disability continuation payments.]

(d) [ ]None. The Plan includes post‑severance regular pay, leave cashouts, and deferred compensation, and excludes post‑severance military and disability continuation payments as to any Contribution Type except as required under the basic plan document (skip to Election 11).

(e)    [X]Same for all Contribution Types. The following adjustments to Post‑Severance Compensation apply to all Contribution Types (Choose one or more of (h) through (n). Choose column (1) for each option elected at (h) through (m).):

(f)    [ ]Adjustments - different conditions apply. The following adjustments to Post‑Severance Compensation apply to the designated Contribution Types (Choose one or more of (g) through (n). Choose Contribution Type as applicable.):

(1)    (2)    (3)    (4)

All    Elective

Post‑Severance Compensation:    Contributions    Deferrals    Matching    Nonelective

(g)    [ ]None. The Plan takes into account    N/A        [ ][ ][ ]

Post‑Severance Compensation as to the    (See Election 10(d))

designated Contribution Types as specified under the basic plan document.

(h)    [X]Exclude All. Exclude all Post‑Severance    [X]    OR    [ ][ ][ ]

Compensation. [Note: 415 testing Compensation (versus allocation Compensation) must include Post‑Severance Compensation comprised of regular pay. See Section 4.05(F).]

(i)    [ ]Regular Pay. Exclude Post‑Severance Compensation    [ ]    OR    [ ][ ][ ]

comprised of regular pay. See Section 1.11(I)(1)(a).

[Note: 415 testing Compensation (versus allocation Compensation) must include Post‑Severance Compensation comprised of regular pay. See Section 4.05(F).]

(j)    [ ]Leave cash‑out. Exclude Post‑Severance    [ ]    OR    [ ][ ][ ]

Compensation comprised of leave cash‑out. See Section 1.11(I)(1)(b).

(k)    [ ]Deferred Compensation. Exclude Post‑Severance    [ ]    OR    [ ][ ][ ]

Compensation comprised of deferred compensation. See Section 1.11(I)(1)(c).

(l)    [ ]Salary continuation for military service. Include    [ ]    OR    [ ][ ][ ]

Post‑Severance Compensation comprised of salary continuation for military service. See Section 1.11(I)(2).

(m)    [ ]Salary continuation for disabled Participants.[ ]    OR    [ ][ ][ ]

Include Post‑Severance Compensation comprised of salary continuation for disabled Participants. See Section 1.11(I)(3). (Choose one of (1) or (2).):

(1)    [ ]    For NHCEs only.

(2) [ ]For all Participants. The salary continuation will continue for the following fixed or determinable period: (specify period).

(n)    [ ]DescribePost‑Severance Compensation by Contribution Type or by Participant group:

[Note: Under Election 10(n), the Employer may: (i) elect Compensation from the elections available under Post-Severance Compensation or a combination thereof as to a Participant group (e.g., Include regular pay Post-Severance Compensation for all Contribution Types as to Division A Employees, no Post-Severance Compensation for all Contribution Types to Division B Employees); and/or (ii) define the Contribution Type column headings in a manner which differs from the "all‑inclusive" description in the Note immediately preceding Pre‑Entry Compensation (e.g., Compensation for Nonelective Contributions does not include any Post‑Severance Compensation and for Safe Harbor Nonelective Contributions includes regular pay Post‑Severance Compensation).]

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Volume Submitter 401(k) Plan

11.    EXCLUDED COMPENSATION(1.11(G)). Apply the following Compensation exclusions to Elections 9 and 10 (Choose one of (a), (b), or (c).):

(a) [ ]    No exclusions. Compensation as to all Contribution Types means Compensation as elected in Elections 9 and 10 (skip to Election 12).

(b) [X]Exclusions - same for all Contribution Types. The following exclusions apply to all Contribution Types (Choose one or more of (e) through (l). Choose column (1) for each option elected at (e) through (k).):

(c)    [ ]Exclusions ‑ different conditions apply. The following exclusions apply for the designated Contribution Types (Choose one or more of (d) through (l) below. Choose Contribution Type as applicable.):

[Note: In a safe harbor 401(k) plan, allocations qualifying for the ADP or ACP test safe harbors must be based on a nondiscriminatory definition of Compensation. If the Plan applies permitted disparity, allocations also must be based on a nondiscriminatory definition of Compensation if the Plan is to avoid more complex testing. Elections 11(g) through (l) below may cause allocation Compensation to fail to be nondiscriminatory under Treas. Reg. §1.414(s). In a non-safe harbor 401(k) plan, Elections 11(g) through (l) which result in Compensation failing to be nondiscriminatory, may result in more complex nondiscrimination testing. For this Election 11, unless described otherwise in Election 11(l), Elective Deferrals includes Pre‑Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions.]

(1)    (2)    (3)    (4)

All    Elective

Compensation Exclusions    Contributions    Deferrals    Matching    Nonelective

(d)    [ ]    No exclusions ‑ limited. No exclusion as to    N/A        [ ]    [ ]    [ ]

the designated Contribution Type(s).    (See Election 11(a))

(e)    [ ]Elective Deferrals. See Section 1.21.    N/A        N/A    [ ]    [ ]

(f)    [X]    Fringe benefits. As described in Treas.    [X]    OR    [ ]    [ ]    [ ]

Reg. §1.414(s)‑1(c)(3).

(g)    [ ]Compensation exceeding $.[ ]    OR    [ ]    [ ]    [ ]

Apply this election to (Choose one of (1) or (2).):

(1)    [ ]    All Participants.

[Note: If the Employer elects Safe Harbor Contributions under Election 6(e), the Employer may not elect 11(g)(1) to limit the Safe Harbor Contribution allocation to the NHCEs.]

(2)    [ ]HCE Participants only.

(h)    [ ]Bonus.[ ]    OR    [ ][ ][ ]

(i)    [ ]Commission.[ ]    OR    [ ][ ][ ]

(j)    [ ]Overtime.[ ]    OR    [ ][ ][ ]

(k)    [ ]Related Employers. See Section 1.24(C).

(If there are Related Employers, choose one or both of (1) and (2).):

(1)    [ ]Non‑Participating. Compensation paid to    [ ]    OR    [ ][ ][ ]

Employees by a Related Employer that is not a Participating Employer.

(2)    [ ]Participating. As to the Employees of any    [ ]    OR    [ ][ ][ ]

Participating Employer, Compensation paid by any other Participating Employer to its Employees. See Election 28(g)(2)a.

(l)    [X]    Describe Compensation exclusion(s): The Plan excludes any taxable income pertaining to or resulting from participation in the Company's stock-based plans, any reimbursements or other expense allowances, fringe benefits (cash and non-cash), moving expenses, deferred compensation, welfare benefits, any amounts paid after termination of employment with the company.    

[Note: Under Election 11(l), the Employer may: (i) describe Compensation from the elections available under Elections 11(d) through (k), or a combination thereof as to a Participant group (e.g., No exclusions as to Division A Employees and exclude bonus as to Division B Employees); (ii) define the Contribution Type column headings in a manner which differs from the "all‑inclusive" description in the Note immediately following Election 11(c) (e.g., Elective Deferrals means §125 cafeteria deferrals only OR No exclusions as to Safe Harbor Contributions and exclude bonus as to Nonelective Contributions); and/or (iii) describe another exclusion (e.g., Exclude shift differential pay).]

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Volume Submitter 401(k) Plan

12.    HOURS OF SERVICE(1.32). The Plan credits Hours of Service for the following purposes (and to the Employees described in Elections 12(d) or (e)) as follows (Choose one or more of (a) through (e) as applicable.): 12 p.712

(1)    (2)    (3)    (4)

All            Allocation

Purposes    Eligibility    Vesting    Conditions

(a)    [X]Actual Method. See Section 1.32(A)(1).    [X]    OR    [ ]    [ ]    [ ]

(b)    [ ]Equivalency Method: [ ]    OR    [ ]    [ ]    [ ]

(e.g., daily, weekly, etc.). See Section 1.32(A)(2).

(c)    [ ]Elapsed Time Method. See Section 1.32(A)(3).    [ ]    OR    [ ]    [ ]    [ ]

(d)    [ ]Actual (hourly) and Equivalency (salaried).    [ ]    OR    [ ]    [ ]    [ ]

Actual Method for hourly paid Employees and Equivalency Method: (e.g., daily, weekly, etc.) for salaried Employees.

(e) [ ]Describe method:

[Note: Under Election 12(e), the Employer may describe Hours of Service from the elections available under Elections 12(a) through (d), or a combination thereof as to a Participant group and/or Contribution Type (e.g., For all purposes, Actual Method applies to office workers and Equivalency Method applies to truck drivers).]

13.    ELECTIVE SERVICE CREDITING(1.59(C)). The Plan must credit Related Employer Service under Section 1.24(C) and also must credit certain Predecessor Employer/Predecessor Plan Service under Section 1.59(B). If the Plan is a Multiple Employer Plan, the Plan also must credit Service as provided in Section 12.08. The Plan also elects under Section 1.59(C) to credit as Service the following Predecessor Employer service (Choose one of (a) or (b).): 13 p.713

(a) [ ]    Not applicable. No elective Predecessor Employer Service crediting applies.

(b) [X]    Applies. The Plan credits the specified service with the following designated Predecessor Employers as Service for the Employer for the purposes indicated (Choose one or both of (1) and (2) as applicable. Complete (3). Choose (4) if applicable.):

[Note: Any elective Service crediting under this Election 13 must be nondiscriminatory.]

(1) [X]    All purposes. Credit as Service for all purposes, service with Predecessor Employer(s): Western Hydro, LLC; 2M Company Inc.; Drillers Service Incorporated; 2M Company, Inc. of New Mexico    (insert as many names as needed).

(2) [ ]    Designated purposes. Credit as Service, service    (1)    (2)    (3)

with the following Predecessor Employer(s) for            Contribution

the designated purpose(s):    Eligibility    Vesting    Allocation

a. Employer:	[ ]	[ ]	[ ]
b. Employer:	[ ]	[ ]	[ ]
c. Employer:	[ ]	[ ]	[ ]

a. [X]    All. All service, regardless of when rendered.

b. [ ]    Service after. All service, which is or was rendered after: (specify date).

c. [ ]    Service before. All service, which is or was rendered before: (specify date).

(4) [ ]Describe elective Predecessor Employer Service crediting:

[Note: Under Election 13(b)(4), the Employer may describe service crediting from the elections available under Elections 13(b)(1) through (3), or a combination thereof as to a Participant group and/or Contribution Type (e.g., For all purposes credit all service with X, but credit service with Y only on/after 1/1/05 OR Credit all service for all purposes with entities the Employer acquires after 12/31/04 OR Service crediting for X Company applies only for purposes of Nonelective Contributions and not for Matching Contributions).]

ARTICLE II

ELIGIBILITY REQUIREMENTS

14.    ELIGIBILITY(2.01). To become a Participant in the Plan, an Eligible Employee must satisfy (Choose one of (a), (b), or (c).): 14 p.814

[Note: If the Employer under a safe harbor plan elects "early" eligibility for Elective Deferrals (e.g., less than one Year of Service and age 21), but does not elect early eligibility for any Safe Harbor Contributions, also see Election 30(g).]

[Note: No eligibility conditions apply to Prevailing Wage Contributions. See Section 2.01(D).]

(a)    [X]    No conditions. No eligibility conditions as to all Contribution Types. Entry is on the Employment Commencement Date (if that date is also an Entry Date), or if later, upon the next following Plan Entry Date (skip to Election 16).

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Volume Submitter 401(k) Plan

(b) [ ]Eligibility - same for all Contribution Types. To become a Participant in the Plan as to all Contribution Types, an Eligible Employee must satisfy the following eligibility conditions (Choose one or more of (e) through (k). Choose column (1) for each option elected at (e) through (j).):

(c)    [ ]    Eligibility ‑ different conditions apply. To become a Participant in the Plan for the designated Contribution Types, an Eligible Employee must satisfy the following eligibility conditions (either as to all Contribution Types or as to the designated Contribution Type) (Choose one or more of (d) through (k). Choose Contribution Type as applicable.):

[Note: For this Election 14, unless described otherwise in Election 14(k), or the context otherwise requires, Elective Deferrals includes Pre‑Tax Deferrals, Roth Elective Deferrals and Employee Contributions, Matching includes all Matching Contributions (except Safe Harbor Matching Contributions under Section 3.05(E)(3) and Operational QMACs under Section 3.03(C)(2)) and Nonelective includes all Nonelective Contributions (except Safe Harbor Nonelective Contributions under Section 3.05(E)(2) and Operational QNECs under Section 3.04(C)(2)). Safe Harbor includes Safe Harbor Nonelective and Safe Harbor Matching Contributions. If the Employer elects more than one Year of Service as to Additional Matching, the Plan will not satisfy the ACP test safe harbor. See Section 3.05(F)(3).]

(1)    (2)    (3)    (4)    (5)

All    Elective    Safe

Eligibility Conditions    Contributions    Deferrals    Matching    Nonelective    Harbor

(d)    [ ]None. Entry on the Employment Commencement    N/A        [ ]    [ ]    [ ]    [ ]

Date (if that date is also an Entry Date) or if later,    (See Election 14(a))

upon the next following Plan Entry Date.

(e)    [ ]Age(not to exceed age 21).    [ ]    OR    [ ]    [ ]    [ ]    [ ]

(f)    [ ]One Year of Service. See Election 16(a).    [ ]    OR    [ ]    [ ]    [ ]    [ ]

(g)    [ ]    Two Years of Service (without an intervening    N/A        N/A    [ ]    [ ]    N/A

Break in Service). 100% vesting is required.

[Note: Two Years of Service does not apply to Elective Deferrals, Safe Harbor Contributions or SIMPLE Contributions.]

(h)    [ ]month(s)(not exceeding 12 months[ ]    OR    [ ]    [ ]    [ ]    [ ]

for Elective Deferrals, Safe Harbor Contributions and SIMPLE Contributions and not exceeding 24 months for other contributions). If more than 12 months, 100% vesting is required. Service need not be continuous (no minimum Hours of Service required, and is mere passage of time).

[Note: While satisfying a months of service condition without an Hours of Service requirement involves the mere passage of time, the Plan need not apply the Elapsed Time Method in Election 12(c) above, and still may elect the Actual Method in 12(a) above.]

(i)    [ ] month(s) with at least Hours of    [ ]    OR    [ ]    [ ]    [ ]    [ ]

Service in each month (not exceeding 12 months for Elective Deferrals, Safe Harbor Contributions and SIMPLE Contributions and not exceeding 24 months for other contributions). If more than 12 months, 100% vesting is required. If the Employee does not complete the designated Hours of Service each month during the specified monthly time period, the Employee is subject to the one Year of Service (or two Years of Service if elect more than 12 months) requirement as defined in Election 16. The months during which the Employee completes the specified Hours of Service (Choose one of (1) or (2).):

(1) [ ]Consecutive. Must be consecutive.

(2) [ ]Not consecutive. Need not be consecutive.

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Volume Submitter 401(k) Plan

(j)    [ ] Hours of Service within the    [ ]    OR    [ ]    [ ]    [ ]    [ ]

time period following the Employee's Employment Commencement Date(not exceeding 12 months for Elective Deferrals, Safe Harbor Contributions and SIMPLE Contributions and not exceeding 24 months for other contributions). If more than 12 months, 100% vesting is required. If the Employee does not complete the designated Hours of Service during the specified time period (if any), the Employee is subject to the one Year of Service (or two Years of Service if elect more than 12 months) requirement as defined in Election 16.

[Note: The Employer may leave the time period option blank in Election 14(j) if the Employer wishes to impose an Hour of Service requirement without specifying a time period within which an Employee must complete the required Hours of Service.]

(k)    [ ]Describe eligibility conditions:

[Note: The Employer may use Election 14(k) to describe different eligibility conditions as to different Contribution Types or Employee groups (e.g., As to all Contribution Types, no eligibility requirements for Division A Employees and one Year of Service as to Division B Employees). The Employer also may elect different ages for different Contribution Types and/or to specify different months or Hours of Service requirements under Elections 14(h), (i), or (j) as to different Contribution Types. Any election must satisfy Code §410(a).]

15.    SPECIAL ELIGIBILITY EFFECTIVE DATE (DUAL ELIGIBILITY)(2.01(E)). The eligibility conditions of Election 14 and the entry date provisions of Election 17 apply to all Employees unless otherwise elected below (Choose (a) or (b) if applicable.):

[Note: Elections 15(a) or (b) may trigger a coverage failure under Code §410(b).]

(a) [ ]    Waiver of eligibility conditions for certain Employees. For all Contribution Types, the eligibility conditions and entry dates apply solely to an Eligible Employee employed or reemployed by the Employer after (specify date). If the Eligible Employee was employed or reemployed by the Employer by the specified date, the Employee will become a Participant on the latest of: (i) the Effective Date; (ii) the restated Effective Date; (iii) the Employee's Employment Commencement Date or Re‑Employment Commencement Date; or (iv) the date the Employee attains age (not exceeding age 21).

[Note: If the Employer does not wish to impose an age condition under clause (iv) as part of the requirements for the eligibility conditions waiver, leave the age blank.]

(b) [ ]    Describe special eligibility Effective Date(s):

[Note: Under Election 15(b), the Employer may describe special eligibility Effective Dates as to a Participant group and/or Contribution Type (e.g., Eligibility conditions apply only as to Nonelective Contributions and solely as to the Eligible Employees of Division B who were hired or reemployed by the Employer after January 1, 2012).]

16.    YEAR OF SERVICE ‑ ELIGIBILITY(2.02(A)). (Choose (a), (b), and (c) as applicable.):

[Note: If the Employer under Election 14 elects a one or two Year(s) of Service condition (including any requirement which defaults to such conditions under Elections 14(i), (j), and (k)) or elects to apply a Year of Service for eligibility under any other Adoption Agreement election, the Employer should complete this Election 16. The Employer should not complete Election 16 if it elects the Elapsed Time Method for eligibility.]

(a) [ ]Year of Service. An Employee must complete Hour(s) of Service during the relevant Eligibility Computation Period to receive credit for one Year of Service under Article II. [Note: The number may not exceed 1,000. If left blank, the requirement is 1,000 Hours of Service.]

(b) [ ]Subsequent Eligibility Computation Periods. After the Initial Eligibility Computation Period described in Section 2.02(C)(2), the Plan measures Subsequent Eligibility Computation Periods as (Choose one of (1), (2), or (3).):

(1) [ ]Plan Year. The Plan Year beginning with the Plan Year which includes the first anniversary of the Employee's Employment Commencement Date.

(2) [ ]Anniversary Year. The Anniversary Year, beginning with the Employee's second Anniversary Year.

(3)    [ ]    Split. The Plan Year as described in Election 16(b)(1) as to: (describe Contribution Type(s)) and the Anniversary Year as described in Election 16(b)(2) as to: (describe Contribution Type(s)).

[Note: To maximize delayed entry under a two Years of Service condition for Nonelective Contributions or Matching Contributions, the Employer should elect to remain on the Anniversary Year for such contributions.]

(c)    [ ]    Describe:(e.g., Anniversary Year as to Division A and Plan Year as to Division B.)

17.    ENTRY DATE(2.02(D)). Entry Date means the Effective Date and (Choose one or more of (a) through (g). Choose Contribution Types as applicable.): 17 p.1017

[Note: For this Election 17, unless described otherwise in Election 17(g), Elective Deferrals includes Pre‑Tax Deferrals, Roth Elective Deferrals and Employee Contributions, Matching includes all Matching Contributions (except Operational QMACs under Section 3.03(C)(2)) and Nonelective includes all Nonelective Contributions (except Operational QNECs under Section 3.04(C)(2)). Entry as to Prevailing Wage Contributions is on the Employment Commencement Date. See Section 2.02(D)(3).]

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Volume Submitter 401(k) Plan

(1)    (2)    (3)    (4)

All    Elective

Contributions    Deferrals    Matching    Nonelective

(a)    [ ]Semi‑annual. The first day of the first month    [ ]OR    [ ][ ][ ]

and of the seventh month of the Plan Year.

(b)    [ ]First day of Plan Year.[ ]OR    [ ][ ][ ]

(c)    [ ]First day of each Plan Year quarter.[ ]OR    [ ][ ][ ]

(d)    [ ]The first day of eachmonth.[ ]OR    [ ][ ][ ]

(e)    [X]Immediate. Upon Employment Commencement Date    [X]OR    [ ][ ][ ]

or if later, upon satisfaction of eligibility conditions.

(f)    [ ]First day of each payroll period.[ ]OR    [ ][ ][ ]

(g)    [ ]Describe Entry Date(s):

[Note: Under Election 17(g), the Employer may describe Entry Dates from the elections available under Elections 17(a) through (f), or a combination thereof as to a Participant group and/or Contribution Type or may elect additional Entry Dates (e.g., As to Matching Contributions excluding Additional Matching, immediate as to Division A Employees and semi-annual as to Division B Employees OR The earlier of the Plan's semi‑annual Entry Dates or the entry dates under the Employer's medical plan).]

18.    PROSPECTIVE/RETROACTIVE ENTRY DATE(2.02(D)). An Employee after satisfying the eligibility conditions in Election 14 will become a Participant (unless an Excluded Employee under Election 8) on the Entry Date (if employed on that date) (Choose one or more of (a) through (f). Choose Contribution Type as applicable.):

[Note: Unless otherwise excluded under Election 8, an Employee who remains employed by the Employer on the relevant date must become a Participant by the earlier of: (i) the first day of the Plan Year beginning after the date the Employee completes the age and service requirements of Code §410(a); or (ii) 6 months after the date the Employee completes those requirements. For this Election 18, unless described otherwise in Election 18(f), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions (except Operational QMACs under Section 3.03(C)(2)) and Nonelective includes all Nonelective Contributions, (except Operational QNECs under Section 3.04(C)(2)).]

(1)    (2)    (3)    (4)

All    Elective

Contributions    Deferrals    Matching    Nonelective

(a)    [ ]Immediately following or coincident with the date    [ ]OR    [ ][ ][ ]

the Employee completes the eligibility conditions.

(b)    [ ]Immediately following the date the Employee    [ ]    OR    [ ]    [ ]    [ ]

completes the eligibility conditions.

(c)    [ ]Immediately preceding or coincident with the date    N/A    N/A[ ][ ]

the Employee completes the eligibility conditions.

(d)    [ ]Immediately preceding the date the Employee    N/A        N/A    [ ]    [ ]

completes the eligibility conditions.

(e)    [ ]Nearest the date the Employee completes the    N/A    N/A[ ][ ]

eligibility conditions.

(f)    [ ]Describe retroactive/prospective entry relative to Entry Date:

[Note: Under Election 18(f), the Employer may describe the timing of entry relative to an Entry Date from the elections available under Elections 18(a) through (e), or a combination thereof as to a Participant group and/or Contribution Type (e.g., As to Matching Contributions excluding Additional Matching nearest as to Division A Employees and immediately following as to Division B Employees).]

19.    BREAK IN SERVICE ‑ PARTICIPATION(2.03).The one year hold‑out rule described in Section 2.03(C) (Choose one of (a), (b), or (c).):

(a) [X]Does not apply.

(b) [ ]Applies. Applies to the Plan and to all Participants.

(c) [ ]Limited application. Applies to the Plan, but only to a Participant who has incurred a Severance from Employment.

[Note: The Plan does not apply the rule of parity under Code §410(a)(5)(D) unless the Employer in Appendix B specifies otherwise. See Section 2.03(D).]

ARTICLE III

PLAN CONTRIBUTIONS AND FORFEITURES

20.    ELECTIVE DEFERRAL LIMITATIONS(3.02(A)). The following limitations apply to Elective Deferrals under Election 6(b), which are in addition to those limitations imposed under the basic plan document (Choose (a) or choose (b) and (c) as applicable.): 20 p.1120

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Volume Submitter 401(k) Plan

(a) [ ]    None. No additional Plan imposed limits (skip to Election 21).

[Note: The Employer under Election 20 may not impose a lower deferral limit applicable only to Catch‑Up Eligible Participants and the Employer's elections must be nondiscriminatory. The elected limits apply to Pre‑Tax Deferrals and to Roth Deferrals unless described otherwise. Under a safe harbor plan: (i) NHCEs must be able to defer enough to receive the maximum Safe Harbor Matching and Additional Matching Contribution under the Plan and must be permitted to defer any lesser amount; and (ii) the Employer may limit Elective Deferrals to a whole percentage of Compensation or to a whole dollar amount. See Section 1.57(C) as to administrative limitations on Elective Deferrals.]

(b)    [X]Additional Plan limit(s). (Choose (1) and (2) as applicable. Complete (3) if (1) or (2) is chosen.):

(1) [X]Maximum deferral amount. A Participant's Elective Deferrals may not exceed:   50%  (specify dollar amount and/or percentage of Compensation).

(2) [X]Minimum deferral amount. A Participant's Elective Deferrals may not be less than:   1%  (specify dollar amount and/or percentage of Compensation).

(3) Application of limitations. The Election 20(b)(1) and (2) limitations apply based on Elective Deferral Compensation described in Elections 9 ‑ 11. If the Employer elects Plan Year/Participating Compensation under column (1) and in Election 10 elects Participating Compensation, in the Plan Years commencing after an Employee becomes a Participant, apply the elected minimum or maximum limitations to the Plan Year. Apply the elected limitation based on such Compensation during the designated time period and only to HCEs as elected below. (Choose a. or choose b. and c. as applicable. Under each of a., b., or c. choose one of (1) or (2). Choose (3) if applicable.):

(1)    (2)    (3)

Plan Year/Participating    Payroll    HCEs only

Compensation    period

a.    [X]Both. Both limits under Elections 20(b)(1) and (2).    [ ]    [X]    [ ]

b.    [ ]    Maximum limit. The maximum amount limit under    [ ]    [ ]    [ ]

Election 20(b)(1).

c.    [ ]Minimum limit. The minimum amount limit under    [ ]    [ ]    [ ]

Election 20(b)(2).

(c)    [ ]Describe Elective Deferral limitation(s):

[Note: Under Election 20(c), the Employer: (i) may describe limitations on Elective Deferrals from the elections available under Elections 20(a) and (b) or a combination thereof as to a Participant group (e.g., No limit applies to Division A Employees. Division B Employees may not defer in excess of 10% of Plan Year Compensation); (ii) may elect a different time period to which the limitations apply; and/or (iii) may apply a different limitation to Pre‑Tax Deferrals and to Roth Deferrals.]

21.    AUTOMATIC DEFERRAL(ACA/EACA/QACA)(3.02(B)).The Automatic Deferral provisions of Section 3.02(B) (Choose one of (a) or (b). Also see Election 34 regarding Automatic Escalation of Salary Reduction Agreements.):

(a) [ ]    Do not apply. The Plan is not an ACA, EACA, or QACA (skip to Election 22).

(b) [X]    Apply. The Automatic Deferral Effective Date is the effective date of automatic deferrals or, as appropriate, any subsequent amendment thereto. (As to an EACA or QACA, this provision may not be effective earlier than Plan Years beginning on or after January 1, 2008). (Complete (1), (2), and (3). Complete (4) and (5) if an EACA or an EACA/QACA. Choose (6), (7), and/or (8) as applicable.):

(1) Type of Automatic Deferral Arrangement. The Plan is an (Choose one of a., b., or c.):

a. [X]ACA. The Plan is an Automatic Contribution Arrangement (ACA) under Section3.02(B)(1).

b. [ ]    EACA. The Plan is an Eligible Automatic Contribution Arrangement (EACA) under Section 3.02(B)(2).

c. [ ]EACA/QACA. The Plan is a combination EACA and Qualified Automatic Contribution Arrangement (QACA) under Sections 3.02(B)(3) and 3.05(J).

[Note: If the Employer chooses Elections 21(b)(1)c, the Employer also must choose election 6(e) and complete Election 30 as to the Safe Harbor Contributions under the QACA.]

(2)    Participants affected. The Automatic Deferral applies to (Choose one of a., b., c., or d. Choose e. if applicable.):

a. [ ]All Participants. All Participants, regardless of any prior Salary Reduction Agreement, unless and until they make a Contrary Election after the Automatic Deferral Effective Date.

b. [ ]    Election of at least Automatic Deferral Percentage. All Participants, except those who have in effect a Salary Reduction Agreement on the Automatic Deferral Effective Date provided that the Elective Deferral amount under the Agreement is at least equal to the Automatic Deferral Percentage.

c. [X]    No existing Salary Reduction Agreement. All Participants, except those who have in effect a Salary Reduction Agreement on the Automatic Deferral Effective Date regardless of the Elective Deferral amount under the Agreement.

d. [ ]New Participants (not applicable to QACA). Each Employee whose Entry Date is on or following the Automatic Deferral Effective Date.

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Volume Submitter 401(k) Plan

e. [ ]Describe affected Participants (not applicable to QACA):

[Note: The Employer in Election 21(b)(2)e. may further describe affected Participants, e.g., non‑Collective Bargaining Employees OR Division A Employees. However, for Plan Years commencing on or after January 1, 2010, all Employees eligible to defer must be Covered Employees to apply the 6‑month correction period without excise tax under Code §4979.]

(3)    Automatic Deferral Percentage/Scheduled increases.(Choose one of a., b., or c.):

a. [X]    Fixed percentage. The Employer, as to each Participant affected, will withhold as the Automatic Deferral Percentage,   3  % from the Participant's Compensation each payroll period unless the Participant makes a Contrary Election. The Automatic Deferral Percentage will or will not increase in Plan Years following the Plan Year containing the Automatic Deferral Effective Date (or, if later, the Plan Year or partial Plan Year in which the Automatic Deferral first applies to a Participant) as follows (Choose one of d., e., or f.):

[Note: In order to satisfy the QACA requirements, enter an amount between 6% and 10% if no scheduled increase.]

b. [ ]    QACA statutory increasing schedule. The Automatic Deferral Percentage will be:

Plan Year of application to a ParticipantAutomatic Deferral Percentage

1    3%

2    3%

3    4%

4    5%

5 and thereafter    6%

c. [ ]    Other increasing schedule. The Automatic Deferral Percentage will be:

Plan Year of application to a ParticipantAutomatic Deferral Percentage

%

%

%

%

%

d. [X]    No scheduled increase. The Automatic Deferral Percentage applies in all Plan Years.

e. [ ]    Automatic increase. The Automatic Deferral Percentage will increase by % per year up to a maximum of % of Compensation.

f. [ ]    Describe increase:

[Note: To satisfy the QACA requirements, the Automatic Deferral Percentage must be: (i) a fixed percentage which is at least 6% and not more than 10% of Compensation; (ii) an increasing Automatic Deferral Percentage in accordance with the schedule under Election 20(b)(3)b.; or (iii) an alternative schedule which must require, for each Plan Year, an Automatic Deferral Percentage that is at least equal to the Automatic Deferral Percentage under the schedule in Election 21(b)(3)b. and which does not exceed 10%. See Section 3.02(B)(3).]

(4)    EACA permissible withdrawal. The permissible withdrawal provisions of Section 3.02(B)(2)(d) (Choose one of a., b., or c.):

a. [ ]Do not apply.

b. [ ]    90 day withdrawal. Apply within 90 days of the first Automatic Deferral.

c. [ ]    30‑90 day withdrawal. Apply, within days of the first Automatic Deferral (may not be less than 30 nor more than 90 days).

(5) Contrary Election/Covered Employee. For Plan Years beginning on or after January 1, 2010, any Participant who makes a Contrary Election (Choose one of a. or b.; leave blank if an ACA or a QACA not subject to the ACP test.):

a. [ ]Covered Employee. Is a Covered Employee and continues to be covered by the EACA provisions. [Note: Under this Election, the Participant's Contrary Election will remain in effect, but the Participant must receive the EACA annual notice.]

b. [ ]Not a Covered Employee. Is not a Covered Employee and will not continue to be covered by the EACA provisions. [Note: Under this Election, the Participant no longer must receive the EACA annual notice, but the Plan cannot use the six‑month period for relief from the excise tax of Code §4979(f)(1).]

(6) Change Date. The Elective Deferrals under Election 21(b)(3)b., c., e., or f. will increase on the following day each Plan Year:

a. [ ]    First day of the Plan Year.

b. [ ]    Other: (must be a specified or definitely determinable date that occurs at least annually)

(7) First Year of Increase. The automatic increase under Election 21(b)(3)e. or f. will apply to a Participant beginning with the first Change Date after the Participant first has automatic deferrals withheld, unless a. is selected below:

a. [ ]    The increase will apply as of the second Change Date thereafter.

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Volume Submitter 401(k) Plan

(8)    [ ]    Describe Automatic Deferral:

[Note: Under Election 21(b)(8), the Employer may describe Automatic Deferral provisions from the elections available under Election 21 and/or a combination thereof as to a Participant group (e.g., Automatic Deferrals do not apply to Division A Employees. All Division B Employee/Participants are subject to an Automatic Deferral Amount equal to 3% of Compensation effective as of January 1, 2013).]

22.    CODA(3.02(C)). The CODA provisions of Section 3.02(C) (Choose one of (a) or (b).):

(a)    [X]    Do not apply.

(b) [ ]    Apply. For each Plan Year for which the Employer makes a designated CODA contribution under Section 3.02(C), a Participant may elect to receive directly in cash not more than the following portion (or, if less, the Elective Deferral Limit) of his/her proportionate share of that CODA contribution (Choose one of (1) or (2).):

(1)    [ ]All or any portion.

(2)    [ ]%

23.    CATCH‑UP DEFERRALS(3.02(D)). The Plan permits Catch‑Up Deferrals unless the Employer elects otherwise below. (Choose (a) if applicable.)

(a)    [ ]    Not Permitted. May not make Catch‑Up Deferrals to the Plan.

24.    MATCHING CONTRIBUTIONS (EXCLUDING SAFE HARBOR MATCH AND ADDITIONAL MATCH UNDER SECTION 3.05)(3.03(A)). The Employer Matching Contributions under Election 6(c) are subject to the following additional elections regarding type (discretionary/fixed), rate/amount, limitations and time period (collectively, such elections are "the matching formula") and the allocation of Matching Contributions is subject to Section 3.06 except as otherwise provided (Choose one or more of (a) through (g) as applicable; then, for the elected match, complete (1), (2), and/or (3) as applicable. If the Employer completes (2) or (3), also complete one of (4), (5), or (6).):

[Note: If the Employer wishes to make any Matching Contributions that satisfy the ADP or ACP safe harbor, the Employer should make these Elections under Election 30, and not under this Election 24.]

(1) Match Rate/Amt [$/% of Elective Deferrals] (2) Limit on Deferrals Matched [$/% of Compensation] (3) Limit on Match Amount [$/% of Compensation] (4) Apply limit(s) per Plan Year ["true‑up"] (5) Apply limit(s) per payroll period [no "true‑up"] (6) Apply limit(s) per designated time period [no "true‑up"]

(a) [X]Discretionary – see Section 1.35(B) (The Employer may, but is not required to complete (a)(1)‑(6). See the "Note" following Election 24.)			[ ]	[ ]	[ ]
(b) [ ]Fixed – uniform rate/amount			[ ]	[ ]	[ ]
(c) [ ]Fixed – tiered	Elective Deferral % % % % %	Matching Rate % % % %	[ ]	[ ]	[ ]

(1)    "Years of Service" under this Election 24(d) means (Choose one of a. or b.):

(d) [ ]Fixed – Years of Service Years of Service Matching Rate % % % % [ ] [ ] [ ]

a.    [ ]Eligibility. Years of Service for eligibility in Election 16.

b.    [ ]Vesting. Years of Service for vesting in Elections 43 and 44.

(e) [ ]Fixed – multiple formulas	Formula 1:	[ ]	[ ]	[ ]
	Formula 2:	[ ]	[ ]	[ ]
	Formula 3:	[ ]	[ ]	[ ]

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Volume Submitter 401(k) Plan

(f)    [X]    Related and Participating Employers. If any Related and Participating Employers (or in the case of a Multiple Employer Plan, Participating Employers regardless of whether they are Related Employers) contribute Matching Contributions to the Plan, the following apply (Complete (1) and (2).):

(1) Matching formula. The matching formula for the Participating Employer(s) (Choose one of a. or b.):

a. [X]    All the same. Is (are) the same as for the Signatory Employer under this Election 24.

b. [ ]At least one different. Is (are) as follows: .

(2) Allocation sharing. The Plan Administrator will allocate the Matching Contributions made by the Signatory Employer and by any Participating Employer (Choose one of a. or b.):

a. [ ]    Employer by Employer. Only to the Participants directly employed by the contributing Employer.

b. [X]    Across Employer lines. To all Participants regardless of which Employer directly employs them and regardless of whether their direct Employer made Matching Contributions for the Plan Year.

[Note: Unless the Plan is a Multiple Employer Plan, the Employer should not elect 24(f) unless there are Related Employers which are also Participating Employers. See Section 1.24(D).]

(g) [ ]    Describe: (The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401‑1(b). If the formula is non‑uniform, it is not a design‑based safe harbor for nondiscrimination purposes.)

[Note: See Section 1.35(A) as to Fixed Matching Contributions. A Participant's Elective Deferral percentage is equal to the Participant's Elective Deferrals divided by his/her Compensation. The matching rate/amount is the specified rate/amount of match for the corresponding Elective Deferral amount/percentage. Any Matching Contributions apply to Pre‑Tax Deferrals and to Roth Deferrals unless described otherwise in Election 24(g). Matching Contributions for nondiscrimination testing purposes are subject to the targeting limitations. See Section 4.10(D). The Employer under Election 24(a) in its discretion may determine the amount of a Discretionary Matching Contribution and the matching contribution formula. Alternatively, the Employer in Election 24(a) may specify the Discretionary Matching Contribution formula.]

25.    QMAC (PLAN‑DESIGNATED)(3.03(C)(1)). The following provisions apply regarding Plan‑Designated QMACs (Choose one of (a) or (b).):

[Note: Regardless of its elections under this Election 25, the Employer under Section 3.03(C)(2) may elect for any Plan Year where the Plan is using Current Year Testing to make Operational QMACs which the Plan Administrator will allocate only to NHCEs for purposes of correction of an ADP or ACP test failure.]

(a) [X]    Not applicable. There are no Plan‑Designated QMACs.

(b) [ ]    Applies. There are Plan‑Designated QMACs to which the following provisions apply (Complete (1) and (2).):

(1) Matching Contributions affected. The following Matching Contributions (as allocated to the designated allocation group under Election 25(b)(2)) are Plan‑Designated QMACs (Choose one of a. or b.):

a. [ ]All. All Matching Contributions.

b. [ ]Designated. Only the following Matching Contributions under Election 24: .

(2) Allocation Group. Subject to Section 3.06, allocate the Plan‑Designated QMAC (Choose one of a. or b.):

a. [ ]NHCEs only. Only to NHCEs who make Elective Deferrals subject to the Plan‑Designated QMAC.

b. [ ]All Participants. To all Participants who make Elective Deferrals subject to the Plan‑Designated QMAC.

The Plan Administrator will allocate all other Matching Contributions as Regular Matching Contributions under Section 3.03(B), except as provided in Sections 3.03(C)(2) or 3.05.

[Note: See Section 4.10(D) as to targeting limitations applicable to QMAC nondiscrimination testing.]

26.    MATCHING CATCH‑UP DEFERRALS(3.03(D)). If a Participant makes a Catch‑Up Deferral, the Employer (Choose one of (a) or (b); leave blank if Election 23(a) is selected.):

(a) [ ]    Match. Will apply to the Catch‑Up Deferral (Choose one of (1) or (2).):

(1) [ ]All. All Matching Contributions.

(2) [ ]Designated. The following Matching Contributions in Election 24: .

(b) [X]    No Match. Will not match any Catch‑Up Deferrals.

[Note: Election 26 does not apply to a safe harbor 401(k) plan unless the Employer will apply the ACP test. See Elections 38(a)(2)b. In this case, Election 26 applies only to Additional Matching, if any. A safe harbor 401(k) Plan will apply the Basic Match, QACA Basic Match or Enhanced Match to Catch‑Up Deferrals. If the Employer elects to apply the ACP test safe harbor under Election 38(a)(2)a., Election 26 does not apply and the Plan also will apply any Additional Match to Catch‑Up Deferrals.]

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Volume Submitter 401(k) Plan

27.    NONELECTIVE CONTRIBUTIONS (TYPE/AMOUNT) INCLUDING PREVAILING WAGE CONTRIBUTIONS(3.04(A)). The Employer Nonelective Contributions under Election 6(d) are subject to the following additional elections as to type and amount (Choose one or more of (a) through (e) as applicable.): 27 p.1627

(a)    [X]    Discretionary. An amount the Employer in its sole discretion may determine.

(b) [ ]    Fixed. (Choose one or more of (1) through (3) as applicable.):

(1) [ ]Uniform %. % of each Participant's Compensation, per (e.g., Plan Year, month).

(2) [ ]    Fixed dollar amount. $, per (e.g., Plan Year, month, HOS, per Participant per month).

(3) [ ]Describe:(The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401-1(b). If the formula is non-uniform, it is not a design-based safe harbor for nondiscrimination purposes.)

[Note: The Employer under Election 27(b)(3) may specify any Fixed Nonelective Contribution formula not described under Elections 27(b)(1) or (2) (e.g., For each Plan Year, 2% of net profits exceeding $50,000, or The cash value of unused paid time off, as described in Section 3.04(A)(2)(a) and the Employer's Paid Time Off Plan) and/or the Employer may describe different Fixed Nonelective Contributions as applicable to different Participant groups (e.g., A Fixed Nonelective Contribution equal to 5% of Plan Year Compensation applies to Division A Participants and a Fixed Nonelective Contribution equal to $500 per Participant each Plan Year applies to Division B Participants).]

(c)    [ ]    Prevailing Wage Contribution. The Prevailing Wage Contribution amount(s) specified for the Plan Year or other applicable period in the Employer's Prevailing Wage Contract(s). The Employer will make a Prevailing Wage Contribution only to Participants covered by the Contract and only as to Compensation paid under the Contract. The Employer must specify the Prevailing Wage Contribution by attaching an appendix to the Adoption Agreement that indicates the contribution rate(s) applicable to the prevailing wage employment/job classification(s). If the Participant accrues an allocation of Employer Contributions (including forfeitures) under the Plan or any other Employer plan in addition to the Prevailing Wage Contribution, the Plan Administrator will (Choose one of (1) or (2).):

(1) [ ]No offset. Not reduce the Participant's Employer Contribution allocation by the amount of the Prevailing Wage Contribution.

(2) [ ]Offset. Reduce the Participant's Employer Contribution allocation by the amount of the Prevailing Wage Contribution.

(d) [ ]    Related and Participating Employers. If any Related and Participating Employers (or in the case of a Multiple Employer Plan, Participating Employers regardless of whether they are Related Employers) contribute Nonelective Contributions to the Plan, the contribution formula(s) (Choose one of (1) or (2).):

(1) [ ]All the same. Is (are) the same as for the Signatory Employer under this Election 27.

(2) [ ]At least one different. Is (are) as follows: .

[Note: Unless the Plan is a Multiple Employer Plan, the Employer should not elect 27(d) unless there are Related Employers which are also Participating Employers. See Section 1.24(D).The Employer electing 27(d) also must complete Election 28(g) as to the allocation methods which apply to the Participating Employers.]

(e) [ ]    Describe:(The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401‑1(b). If the formula is non‑uniform, it is not a design‑based safe harbor for nondiscrimination purposes.)

[Note: Under Election 27(e), the Employer may describe the amount and type of Nonelective Contributions from the elections available under Election 27 and/or a combination thereof as to a Participant group (e.g., A Discretionary Nonelective Contribution applies to Division A Employees. A Fixed Nonelective Contribution equal to 5% of Plan Year Compensation applies to Division B Employees).]

28.    NONELECTIVE CONTRIBUTION ALLOCATION(3.04(B)). The Plan Administrator, subject to Section 3.06, will allocate to each Participant any Nonelective Contribution (excluding QNECs) under the following contribution allocation formula (Choose one or more of (a) through (h) as applicable.):

(a)    [X]Pro rata. As a uniform percentage of Participant Compensation.

(b) [ ]Permitted disparity. In accordance with the permitted disparity allocation provisions of Section 3.04(B)(2), under which the following permitted disparity formula and definition of "Excess Compensation" apply (Complete (1) and (2).):

(1) Formula(Choose one of a., b., or c.):

a. [ ]Two‑tiered.

b. [ ]Four‑tiered.

c. [ ]    Two‑tiered, except that the four‑tiered formula will apply in any Plan Year for which the Plan is top‑heavy.

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Volume Submitter 401(k) Plan

(2) Excess Compensation. For purposes of Section 3.04(B)(2), "Excess Compensation" means Compensation in excess of the integration level provided below (Choose one of a. or b.):

a. [ ]Percentage amount. % (not exceeding 100%) of the Taxable Wage Base in effect on the first day of the Plan Year, rounded to the next highest $(not exceeding the Taxable Wage Base).

b. [ ]Dollar amount. The following amount: $(not exceeding the Taxable Wage Base in effect on the first day of the Plan Year).

(c)    [ ]Incorporation of contribution formula. The Plan Administrator will allocate any Fixed Nonelective Contribution under Elections 27(b), 27(d), or 27(e), or any Prevailing Wage Contribution under Election 27(c), in accordance with the contribution formula the Employer adopts under those Elections.

(d)    [ ]Classifications of Participants. [This is a nondesigned based safe harbor allocation method.] In accordance with the classifications allocation provisions of Section 3.04(B)(3). (Complete (1) and (2).):

(1) Description of the classifications. [This is a nondesigned based safe harbor allocation method.] The classifications are (Choose one of a., b., or c.):

[Note:Typically, the Employer would elect 28(d) where it intends to satisfy nondiscrimination requirements using "cross‑testing" under Treas. Reg. §1.401(a)(4)‑8. However, choosing this election does not necessarily require application of cross‑testing and the Plan may be able to satisfy nondiscrimination as to its classification‑based allocations by testing allocation rates.]

a. [ ]Each in own classification. Each Participant constitutes a separate classification.

b. [ ]NHCEs/HCEs. Nonhighly Compensated Employee/Participants and Highly Compensated Employee/Participants.

c. [ ]    Describe the classifications:

[Note: Any classifications under Election 28(d) must result in a definitely determinable allocation under Treas. Reg. §1.401‑1(b)(1)(ii). The classifications cannot limit the NHCEs benefiting under the Plan only to those NHCE/Participants with the lowest Compensation and/or the shortest periods of Service and who may represent the minimum number of benefiting NHCEs necessary to pass coverage under Code §410(b). In the case of a self‑employed Participant (i.e., sole proprietorships or partnerships), the requirements of Treas. Reg. §1.401(k)‑1(a)(6) apply and the allocation method should not result in a cash or deferred election for the self‑employed Participant. The Employer by the due date of its tax return (including extensions) must advise the Plan Administrator or Trustee in writing as to the allocation rate applicable to each Participant under Election 28(d)(1)a. or applicable to each classification under Elections 28(d)(1)b. or c. for the allocation Plan Year.]

(2) Allocation method within each classification. Allocate the Nonelective Contribution within each classification as follows (Choose one of a., b., or c.):

a. [ ]    Pro rata. As a uniform percentage of Compensation of each Participant within the classification.

b. [ ]    Flat dollar. The same dollar amount to each Participant within the classification.

c. [ ]    Describe: (e.g., Allocate pro rata to NHCEs and flat dollar to HCEs.)

(e)    [ ]    Age‑based. [This is a nondesigned based safe harbor allocation method.] In accordance with the age‑based allocation provisions of Section 3.04(B)(5). The Plan Administrator will use the Actuarial Factors based on the following assumptions (Complete both (1) and (2).):

(1) Interest rate.(Choose one of a., b., or c.):

a.    [ ]    7.5%    b.    [ ]    8.0%    c.    [ ]    8.5%

(2) Mortality table.(Choose one of a. or b.):

a. [ ]    UP‑1984. See Appendix D.

b. [ ]    Alternative: (Specify 1983 GAM, 1983 IAM, 1971 GAM or 1971 IAM and attach applicable tables using such mortality table and the specified interest rate as replacement Appendix D.)

(f) [ ]Uniform points. In accordance with the uniform points allocation provisions of Section 3.04(B)(6). Under the uniform points allocation formula, a Participant receives (Choose one or both of (1) and (2). Choose (3) if applicable.):

(1) [ ]Years of Service. point(s) for each Year of Service. The maximum number of Years of Service counted for points is .

"Year of Service" under this Election 28(f) means (Choose one of a. or b.):

a. [ ]Eligibility. Years of Service for eligibility in Election 16.

b. [ ]    Vesting. Years of Service for vesting in Elections 43 and 44.

[Note: A Year of Service must satisfy Treas. Reg. §1.401(a)(4)‑11(d)(3) for the uniform points allocation to qualify as a safe harbor allocation under Treas. Reg. §1.401(a)(4)‑2(b)(3).]

(2) [ ]Age. point(s) for each year of age attained during the Plan Year.

(3) [ ]Compensation. point(s) for each $(not to exceed $200) increment of Plan Year Compensation.

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(g)    [X]Related and Participating Employers. If any Related and Participating Employers (or in the case of a Multiple Employer Plan, Participating Employers regardless of whether they are Related Employers) contribute Nonelective Contributions to the Plan, the Plan Administrator will allocate the Nonelective Contributions made by the Participating Employer(s) under Election 27(d) (Complete (1) and (2).):

(1) Allocation Method.(Choose one of a. or b.):

a. [X]    All the same. Using the same allocation method as applies to the Signatory Employer under this Election 28.

b. [ ]    At least one different. Under the following allocation method(s): .

(2) Allocation sharing. The Plan Administrator will allocate the Nonelective Contributions made by the Signatory Employer and by any Participating Employer (Choose one of a. or b.):

a. [ ]    Employer by Employer. Only to the Participants directly employed by the contributing Employer.

b. [X]    Across Employer lines. To all Participants regardless of which Employer directly employs them and regardless of whether their direct Employer made Nonelective Contributions for the Plan Year.

[Note: Unless the Plan is a Multiple Employer Plan, the Employer should not elect 28(g) unless there are Related Employers which are also Participating Employers. See Section 1.24(D) and Election 27(d). If the Employer elects 28(g)(2)a., the Employer should also elect 11(k)(2), to disregard the Compensation paid by "Y" Participating Employer in determining the allocation of the "X" Participating Employer contribution to a Participant (and vice versa) who receives Compensation from both X and Y. If the Employer elects 28(g)(2)b., the Employer should not elect 11(k)(2). Election 28(g)(2)a. does not apply to Safe Harbor Nonelective Contributions.]

(h) [ ]    Describe: (The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401‑1(b).  If the formula is non‑uniform, it is not a design‑based safe harbor for nondiscrimination purposes.)

29.    QNEC (PLAN‑DESIGNATED)(3.04(C)(1)). The following provisions apply regarding Plan‑Designated QNECs (Choose one of (a) or (b).):

[Note: Regardless of its elections under this Election 29, the Employer under Section 3.04(C)(2) may elect for any Plan Year where the Plan is using Current Year Testing to make Operational QNECs which the Plan Administrator will allocate only to NHCEs for purposes of correction of an ADP or ACP test failure.]

(a) [X]    Not applicable. There are no Plan‑Designated QNECs.

(b) [ ]    Applies. There are Plan‑Designated QNECs to which the following provisions apply (Complete (1), (2), and (3).):

(1) Nonelective Contributions affected. The following Nonelective Contributions (as allocated to the designated allocation group under Election 29(b)(2)) are Plan‑Designated QNECs (Choose one of a. or b.):

a. [ ]    All. All Nonelective Contributions.

b. [ ]    Designated. Only the following Nonelective Contributions under Election 27: .

(2) Allocation Group. Subject to Section 3.06, allocate the Plan‑Designated QNEC (Choose one of a. or b.):

a. [ ]    NHCEs only. Only to NHCEs under the method elected in Election 29(b)(3).

b. [ ]    All Participants. To all Participants under the method elected in Election 29(b)(3).

(3) Allocation Method. The Plan Administrator will allocate a Plan‑Designated QNEC using the following method (Choose one of a., b., c., or d.):

a. [ ]    Pro rata.

b. [ ]    Flat dollar.

c.    [ ]    Reverse. See Section 3.04(C)(3).

d. [ ]    Describe:(The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401‑1(b).  If the formula is non‑uniform, it is not a design‑based safe harbor for nondiscrimination purposes.)

[Note: See Section 4.10(D) as to targeting limitations applicable to QNEC nondiscrimination testing.]

30.    SAFE HARBOR 401(k) PLAN (SAFE HARBOR CONTRIBUTIONS/ADDITIONAL MATCHING CONTRIBUTIONS)(3.05). The Employer under Election 6(e) will (or in the case of the Safe Harbor Nonelective Contribution may) contribute the following Safe Harbor Contributions described in Section 3.05(E) and will or may contribute Additional Matching Contributions described in Section 3.05(F) (Choose one of (a) through (e) when and as applicable. Complete (f) and (i). Choose (g), (h), and (j) as applicable.): 30 p.1930

(a) [ ]Safe Harbor Nonelective Contribution (including QACA). The Safe Harbor Nonelective Contribution equals % of a Participant's Compensation [Note: The amount in the blank must be at least 3%. The Safe Harbor Nonelective Contribution applies toward (offsets) most other Employer Nonelective Contributions. See Section 3.05(E)(12).]

(b) [ ]    Safe Harbor Nonelective Contribution (including QACA)/delayed year‑by‑year election (maybe andsupplemental notices). In connection with the Employer's provision of the maybe notice under Section3.05(I)(1), the Employer elects into safe harbor

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status by giving the supplemental noticeand by making this Election 30(b) to provide for a Safe Harbor Nonelective Contribution equal to % (specify amount at least equal to 3%) of a Participant's Compensation. This Election 30(b) and safe harbor status applies for the Plan Year ending: (specify Plan Year end), which is the Plan Year to which the Employer's maybe and supplemental notices apply.

[Note: An Employer distributing the maybe notice can use election 30(b) without completing the year. Doing so requires the Plan to perform Current Year Testing unless the Employer decides to elect safe harbor status. If the Employer wishes to elect safe harbor status for a single year, the Employer must amend the Plan to enter the Plan Year end above.]

(c)    [ ]Basic Matching Contribution. A Matching Contribution equal to 100% of each Participant's Elective Deferrals not exceeding 3% of the Participant's Compensation, plus 50% of each Participant's Elective Deferrals in excess of 3% but not in excess of 5% of the Participant's Compensation. See Sections 1.35(E) and 3.05(E)(4). (Complete (1).):

(1) Time period. For purposes of this Election 30(c), "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals for: . [Note: The Employer must complete the blank line with the applicable time period for computing the Basic Match, such as "each payroll period," "each calendar month," "each Plan Year quarter" or "the Plan Year."]

(d) [ ]    QACA Basic Matching Contribution. A Matching Contribution equal to 100% of a Participant's Elective Deferrals not exceeding 1% of the Participant's Compensation, plus 50% of each Participant's Elective Deferrals in excess of 1% but not in excess of 6% of the Participant's Compensation. (Complete (1).): [Note: This election is available only if the Employer has elected the QACA automatic deferrals provisions under Election 21.]

(1) Time period. For purposes of this Election 30(d), "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals for: . [Note: The Employer must complete the blank line with the applicable time period for computing the QACA Basic Match, such as "each payroll period," "each calendar month," "each Plan Year quarter" or "the Plan Year."]

(e)    [ ]Enhanced Matching Contribution (including QACA). See Sections 1.35(F) and 3.05(E)(6). (Choose one of (1) or (2) and complete (3) for any election.):

(1) [ ]Uniform percentage. A Matching Contribution equal to % of each Participant's Elective Deferrals but not as to Elective Deferrals exceeding % of the Participant's Compensation.

(2) [ ]Tiered formula. A Matching Contribution equal to the specified matching rate for the corresponding level of each Participant's Elective Deferral percentage. A Participant's Elective Deferral percentage is equal to the Participant's Elective Deferrals divided by his/her Compensation.

Elective Deferral PercentageMatching Rate

%    %

%    %

%    %

(3) Time period. For purposes of this Election 30(e), "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals for: . [Note: The Employer must complete the blank line with the applicable time period for computing the Enhanced Match, such as "each payroll period," "each calendar month," "each Plan Year quarter" or "the Plan Year."]

[Note: The matching rate may not increase as the Elective Deferral percentage increases and the Enhanced Matching formula otherwise must satisfy the requirements of Code §§401(k)(12)(B)(ii) and (iii) (taking into account Code §401(k)(13)(D)(ii) in the case of a QACA). If the Employer elects to satisfy the ACP safe harbor under Election 38(a)(2)a., the Employer also must limit Elective Deferrals taken into account for the Enhanced Matching Contribution to a maximum of 6% of Plan Year Compensation.]

(f)    Participants who will receive Safe Harbor Contributions. The allocation of Safe Harbor Contributions (Choose one of (1), (2), or (3). Choose (4) if applicable.):

(1) [ ]    Applies to all Participants. Applies to all Participants except as may be limited under Election 30(g).

(2) [ ]    NHCEs only. Is limited to NHCE Participants only and may be limited further under Election 30(g). No HCE will receive a Safe Harbor Contribution allocation.

(3) [ ]    NHCEs and designated HCEs. Is limited to NHCE Participants and to the following HCE Participants and may be limited further under Election 30(g): .

[Note: Any HCE allocation group the Employer describes under Election 30(f)(3) must be definitely determinable.(e.g., Division "A" HCEs OR HCEs who own more than 5% of the Employer without regard to attribution rules).]

(4) [ ]    Applies to all Participants except Collective Bargaining Employees. Notwithstanding Elections 30(f)(1), (2) or (3), the Safe Harbor Contributions are not allocated to Collective Bargaining (union) Employees and may be further limited under Election 30(g).

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(g) [ ]    Early Elective Deferrals/delay of Safe Harbor Contribution. The Employer may elect this Election 30(g) only if the Employer in Election 14 elects eligibility requirements for Elective Deferrals of less than age 21 and/or one Year of Service but elects age 21 and one Year of Service for Safe Harbor Matching or for Safe Harbor Nonelective Contributions. The Employer under this Election 30(g) applies the rules of Section 3.05(D) to limit the allocation of any Safe Harbor Contribution under Election 30 for a Plan Year to those Participants who the Plan Administrator in applying the OEE rule described in Section 4.06(C), treats as benefiting in the disaggregated plan covering the Includible Employees.

(h)    [ ]Another plan. The Employer will make the Safe Harbor Contribution to the following plan: .

(i) Additional Matching Contributions. See Sections 1.35(G) and 3.05(F). (Choose one of (1) or (2).):

(1) [ ]    No Additional Matching Contributions. The Employer will not make any Additional Matching Contributions to its safe harbor Plan.

(2) [ ]    Additional Matching Contributions. The Employer will or may make the following Additional Matching Contributions to its safe harbor Plan. (Choose a., b., and c. as applicable.):

a. [ ]Fixed Additional Matching Contribution. The following Fixed Additional Matching Contribution (Choose (i) and (ii) as applicable and complete (iii) for any election.):

(i) [ ]    Uniform percentage. A Matching Contribution equal to % of each Participant's Elective Deferrals but not as to Elective Deferrals exceeding % of the Participant's Compensation.

(ii) [ ]Tiered formula. A Matching Contribution equal to the specified matching rate for the corresponding level of each Participant's Elective Deferral percentage. A Participant's Elective Deferral percentage is equal to the Participant's Elective Deferrals divided by his/her Compensation.

Elective Deferral PercentageMatching Rate

%    %

%    %

%    %

(iii) Time period. For purposes of this Election 30(i)(2)a., "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals for: . [Note: The Employer must complete the blank line with the applicable time period for computing the Additional Match, e.g., each payroll period, each calendar month, each Plan Year quarter OR the Plan Year. If the Employer elects a match under both (i) and (ii) and will apply a different time period to each match, the Employer may indicate as such in the blank line.]

b.    [ ]    Discretionary Additional Matching Contribution. The Employer may make a Discretionary Additional Matching Contribution. If the Employer makes a Discretionary Matching Contribution, the Discretionary Matching Contribution will not apply as to Elective Deferrals exceeding % of the Participant's Compensation (complete the blank if applicable or leave blank).

(i) Time period. For purposes of this Election 30(i)(2)b., "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals for: . [Note: The Employer must complete the blank line with the applicable time period for computing the Additional Discretionary Matching Contribution, e.g., each payroll period, each calendar month, each Plan Year quarter OR the Plan Year. If the Employer fails to specify a time period, the Employer is deemed to have elected to compute its Additional Matching Contribution based on the Plan Year.]

c. [ ]    Describe Additional Matching Contribution formula and time period:(The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401‑1(b) and, if the Employer elects to satisfy the ACP safe harbor under Election 38(a)(2)a., the formula must comply with Section 3.05(G).)

[Note: If the Employer elects to satisfy the ACP safe harbor under Election 38(a)(2)a. then as to any and all Matching Contributions, including Fixed Additional Matching Contributions and Discretionary Additional Matching Contributions: (i) the matching rate may not increase as the Elective Deferral percentage increases; (ii) no HCE may be entitled to a greater rate of match than any NHCE; (iii) the Employer must limit Elective Deferrals taken into account for the Additional Matching Contributions to a maximum of 6% of Plan Year Compensation; (iv) the Plan must apply all Matching Contributions to Catch‑Up Deferrals; and (v) in the case of a Discretionary Additional Matching Contribution, the contribution amount may not exceed 4% of the Participant's Plan Year Compensation.]

(j)    [ ]    Multiple Safe Harbor Contributions in disaggregated Plan. The Employer elects to make different Safe Harbor Contributions and/or Additional Matching Contributions to disaggregated parts of its Plan under Treas. Reg. §1.401(k)‑1(b)(4) as follows: (Specify contributions for disaggregated plans, e.g., as to collectively bargained employees a 3% Nonelective Safe Harbor Contribution applies and as to non‑collectively bargained employees, the Basic Matching Contribution applies).

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31.    ALLOCATION CONDITIONS(3.06(B)/(C)). The Plan does not apply any allocation conditions to: (i) Elective Deferrals; (ii) Safe Harbor Contributions; (iii) Additional Matching Contributions which will satisfy the ACP test safe harbor; (iv) Employee Contributions; (v) Rollover Contributions; (vi) Designated IRA Contributions; (vii) SIMPLE Contributions; or (viii) Prevailing Wage Contributions. To receive an allocation of Matching Contributions, Nonelective Contributions or Participant forfeitures, a Participant must satisfy the following allocation condition(s) (Choose one of (a) or (b). Choose (c) if applicable.):

(a) [ ]    No conditions. No allocation conditions apply to Matching Contributions, to Nonelective Contributions or to forfeitures.

(b)    [X]    Conditions. The following allocation conditions apply to the designated Contribution Type and/or forfeitures (Choose one or more of (1) through (7). Choose Contribution Type as applicable.):

[Note: For this Election 31, except as the Employer describes otherwise in Election 31(b)(7) or as provided in Sections 3.03(C)(2) and 3.04(C)(2) regarding Operational QMACs and Operational QNECs, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions to which allocation conditions may apply. The Employer under Election 31(b)(7) may not impose an Hour of Service condition exceeding 1,000 Hours of Service in a Plan Year.]

(1)    (2)    (3)    (4)

Matching,

Nonelective

and Forfeitures    Matching    Nonelective    Forfeitures

(1)    [ ]None.    N/A    [ ]    [ ]    [ ]

(See Election 31(a))

(2)    [ ]501 HOS/terminees (91 consecutive days if    [ ]    OR    [ ]    [ ]    [ ]

Elapsed Time). See Section 3.06(B)(1)(b).

(3)    [X]    Last day of the Plan Year.    [ ]    OR    [X]    [X]    [ ]

(4)    [ ]    Last day of the Election 31(c) time period.    [ ]    OR    [ ]    [ ]    [ ]

(5)    [ ]1,000 HOSin the Plan Year (182 consecutive    [ ]    OR    [ ]    [ ]    [ ]

days in Plan Year if Elapsed Time).

(6)    [ ]     (specify) HOS within the Election    [ ]    OR    [ ]    [ ]    [ ]

31(c) time period, (but not exceeding 1,000 HOS in a Plan Year).

(7) [ ]Describe conditions:(e.g., Last day of the Plan Year as to Nonelective Contributions for Participating Employer "A" Participants. No allocation conditions for Participating Employer "B" Participants.)

(c) [ ]Time period. Under Section 3.06(C), apply Elections 31(b)(4), (b)(6), or (b)(7) to the specified contributions/forfeitures based on each (Choose one or more of (1) through (5). Choose Contribution Type as applicable.):

(1)    [ ]Plan Year.    [ ]    OR    [ ]    [ ]    [ ]

(2)    [ ]Plan Year quarter.[ ]    OR    [ ]    [ ]    [ ]

(3)    [ ]    Calendar month.    [ ]    OR    [ ]    [ ]    [ ]

(4)    [ ]    Payroll period.    [ ]    OR    [ ]    [ ]    [ ]

(5) [ ]Describe time period:

[Note: If the Employer elects 31(b)(4) or (b)(6), the Employer must choose (c). If the Employer elects 31(b)(7), choose (c) if applicable.]

32.    ALLOCATION CONDITIONS ‑ APPLICATION/WAIVER/SUSPENSION (3.06(D)/(F)). Under Section 3.06(D), in the event of Severance from Employment as described below, apply or do not apply Election 31(b) allocation conditions to the specified contributions/forfeitures as follows (If the Employer elects 31(b), the Employer must complete Election 32. Choose one of (a) or (b). Complete (c).):

[Note: For this Election 32, except as the Employer describes otherwise in Election 31(b)(7) or as provided in Sections 3.03(C)(2) and 3.04(C)(2) regarding Operational QMACs and Operational QNECs, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions to which allocation conditions may apply.]

(a)    [X]Total waiver or application. If a Participant incurs a Severance from Employment on account of or following death, Disability or attainment of Normal Retirement Age or Early Retirement Age (Choose one of (1) or (2).):

(1) [ ]Do not apply. Do not apply elected allocation conditions to Matching Contributions, to Nonelective Contributions or to forfeitures.

(2) [X]Apply. Apply elected allocation conditions to Matching Contributions, to Nonelective Contributions and to forfeitures.

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(b) [ ]Application/waiver as to Contribution Types events. If a Participant incurs a Severance from Employment, apply allocation conditions except such conditions are waived if Severance from Employment is on account of or following death, Disability or attainment of Normal Retirement Age or Early Retirement Age as specified, and as applied to the specified Contribution Types/forfeitures (Choose one or more of (1) through (4). Choose Contribution Type as applicable.):

(1)    (2)    (3)    (4)

Matching,

Nonelective

and Forfeitures    Matching    Nonelective    Forfeitures

(1)    [ ]Death.    [ ]    OR    [ ]    [ ]    [ ]

(2)    [ ]Disability.    [ ]    OR    [ ]    [ ]    [ ]

(3)    [ ]Normal Retirement Age.    [ ]    OR    [ ]    [ ]    [ ]

(4)    [ ]Early Retirement Age.    [ ]    OR    [ ]    [ ]    [ ]

(c)    Suspension. The suspension of allocation conditions of Section 3.06(F) (Choose one of (1) or (2).):

(1) [X]    Applies. Applies as follows(Choose one of a., b., or c.):

a.    [X]    Both. Applies both to Nonelective Contributions and to Matching Contributions.

b. [ ]    Nonelective. Applies only to Nonelective Contributions.

c. [ ]    Match. Applies only to Matching Contributions.

(2)    [ ]    Does not apply.

33.    FORFEITURE ALLOCATION METHOD(3.07). (Choose one of (a) or (b).): 33 p.2233

[Note: Even if the Employer elects immediate vesting, the Employer should complete Election 33. See Section 7.07.]

(a)    [ ]Safe harbor/top‑heavy exempt. Apply all forfeitures to Safe Harbor Contributions and Plan expenses in accordance with Section 3.07(A)(4).

(b) [X]Apply to Contributions. The Plan Administrator will allocate a Participant forfeiture attributable to all Contribution Types or attributable to all Nonelective Contributions or to all Matching Contributions as follows (Choose one or more of (1) through (6) and choose Contribution Type as applicable. Choose (5) only in conjunction with at least one other election.):

(1)    (2)    (3)

All    Nonelective    Matching

Forfeitures    Forfeitures    Forfeitures

(1) [ ]Additional Nonelective. Allocate as additional Discretionary    [ ]    OR    [ ]    [ ]

Nonelective Contribution.

(2) [ ]Additional Match. Allocate as additional Discretionary    [ ]    OR    [ ]    [ ]

Matching Contribution.

(3) [ ]Reduce Nonelective. Apply to Nonelective Contribution.    [ ]    OR    [ ]    [ ]

(4) [X]Reduce Match. Apply to Matching Contribution.    [X]    OR    [ ]    [ ]

(5) [X]Plan expenses. Pay reasonable Plan expenses.    [X]    OR    [ ]    [ ]

(See Section 7.04(C).)

(6) [ ]Describe:(must satisfy the definitely determinable requirement under Treas. Reg. §1.401-1(b) and be applied in a uniform and nondiscriminatory manner; e.g., Forfeitures attributable to transferred balances from Plan X are allocated only to former Plan X participants.)

34.    AUTOMATIC ESCALATION(3.02(G)).The Automatic Escalation provisions of Section 3.02(G) (Choose one of (a) or (b). See Election 21 regarding Automatic Deferrals. Automatic Escalation applies to Participants who have a Salary Reduction Agreement in effect.):

(a) [X]    Do not apply.

(b) [ ]    Apply. (Complete (1), (2), (3), and if appropriate (4).):

(1) Participants affected. The Automatic Escalation applies to (Choose one of a., b., or c.):

a. [ ]All Deferring Participants. All Participants who have a Salary Reduction Agreement in effect to defer at least % of Compensation.

b. [ ]New Deferral Elections. All Participants who file a Salary Reduction Agreement after the effective date of this Election, or, as appropriate, any amendment thereto, to defer at least % of Compensation.

c. [ ]Describe affected Participants:

[Note: The Employer in Election 34(b)(1)c. may further describe affected Participants, e.g., non‑Collective Bargaining Employees OR Division A Employees. The group of Participants must be definitely determinable and if an EACA under Election 21, must be uniform.]

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(2) Automatic Increases. (Choose one of a. or b.):

a. [ ]    Automatic increase. The Participant’s Elective Deferrals will increase by % per year up to a maximum of % of Compensation unless the Participant has filed a Contrary Election after the effective date of this Election or, as appropriate, any amendment thereto.

b. [ ]    Describe increase:

[Note: The Employer in Election 34(b)(2)b. may define different increases for different groups of Participants or may otherwise limit Automatic Escalation. Any such provisions must be definitely determinable.]

(3) Change Date. The Elective Deferrals will increase on the following day each Plan Year:

a. [ ]    First day of the Plan Year.

b. [ ]    Other: (must be a specified or definitely determinable date that occurs at least annually)

(4) First Year of Increase. The automatic escalation provision will apply to a participant beginning with the first Change Date after the Participant files a Salary Reduction Agreement (or, if sooner, the effective date of this Election, or, as appropriate, any amendment thereto), unless a. is selected below:

a. [ ]    The escalation provision will apply as of the second Change Date thereafter.

35.    IN‑PLAN ROTH ROLLOVER CONTRIBUTION(3.08(E)).The following provisions apply regarding In‑Plan Roth Rollover Contributions (Choose one of (a) or (b); also see Election 56(d)(1); leave blank if Election 6(b)(1) is not selected.):

(a) [X]Not Applicable. The Plan does not permit In‑Plan Roth Rollover Contributions.

(b) [ ]Applies. The Plan permits In‑Plan Roth Rollover Contributions. (Choose (1) if applicable.)

(1) [ ]Effective Date. (enter date not earlier than September 28, 2010; may be left blank if same as Plan or Restatement Effective Date).

36.    EMPLOYEE (AFTER‑TAX) CONTRIBUTIONS(3.09). The following additional elections apply to Employee Contributions under Election 6(f). (Choose one or both of (a) and (b) if applicable.):

(a) [ ]    Additional limitations. The Plan permits Employee Contributions subject to the following limitations, if any, in addition to those already imposed under the Plan:

[Note: Any designated limitation(s) must be the same for all Participants and must be definitely determinable (e.g., Employee Contributions may not exceed the lesser of $5,000 dollars or 10% of Compensation for the Plan Year and/or Employee Contributions may not be less than $50 or 2% of Compensation per payroll period).]

(b) [ ]    Apply Matching Contribution. For each Plan Year, the Employer's Matching Contribution made as to Employee Contributions is:

[Note: The Employer Matching Contribution formula must be the same for all Participants and must be definitely determinable (e.g., A fixed Matching Contribution equal to 50% of Employee Contributions not exceeding 6% of Plan Year Compensation or A Discretionary Matching Contribution based on Employee Contributions).]

37.    DESIGNATED IRA CONTRIBUTIONS(3.12). Under Election 6(h), a Participant may make Designated IRA Contributions. (Complete (a) and (b).):

(a) Type of IRA contribution. A Participant's Designated IRA Contributions will be (Choose one of (1), (2), or (3).):

(1) [ ]    Traditional.

(2) [ ]    Roth.

(3) [ ]    Traditional/Roth. As the Participant elects at the time of contribution.

(b) Type of Account. A Participant's Designated IRA Contributions will be held in the following form of Account(s) (Choose one of (1), (2), or (3).):

(1) [ ]    IRA.

(2) [ ]    Individual Retirement Annuity.

(3) [ ]    IRA/Individual Retirement Annuity. As the Participant elects at the time of contribution.

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ARTICLE IV

LIMITATIONS AND TESTING

38.    ANNUAL TESTING ELECTIONS(4.06(B)). The Employer makes the following Plan specific annual testing elections under Section 4.06(B). (Complete (a) and (b) as applicable. Leave (a) blank if the Plan is a SIMPLE 401(k) plan.): 38 p.2438

(a) [X]    Nondiscrimination testing.(Choose one or more of (1), (2), and (3).):

(1)    [X]    Traditional 401(k) Plan/ADP/ACP test. The following testing method(s) apply:

[Note: The Plan may "split test". For Current Year Testing, See Section 4.11(E). For Prior Year Testing, see Section 4.11(I) and, as to the first Plan Year, see Sections 4.10(B)(4)(f)(iv) and 4.10(C)(5)(e)(iv).]

ADP Test (Choose one of a. or b.)

a. [ ]Current Year Testing.

b. [X]Prior Year Testing.

ACP Test (Choose one of c., d., or e.)

c. [ ]Not applicable. The Plan does not permit Matching Contributions or Employee Contributions and the Plan Administrator will not recharacterize Elective Deferrals as Employee Contributions for testing.

d. [ ]Current Year Testing.

e. [X]Prior Year Testing.

(2) [ ]    Safe Harbor Plan/No testing or ACP test only. (Choose one of a. or b.):

a. [ ]    No testing. ADP test safe harbor applies and if applicable, ACP test safe harbor applies.

b. [ ]    ACP test only. ADP test safe harbor applies, but Plan will perform ACP test as follows (Choose one of (i) or (ii).):

(i)    [ ]Current Year Testing.

(ii)    [ ]Prior Year Testing.

(3) []    Maybe notice (Election 30(b)). See Section 3.05(I).

[Note: The Employer may make elections under both the Traditional 401(k) Plan and Safe Harbor Plan elections, in order to accommodate a Plan that applies both testing elections (e.g., Safe Harbor Includible Employees group and tested Otherwise Excludible Employees group, or Safe Harbor Plan with tested after‑tax Employee Contributions). In the absence of an election regarding ADP or ACP tested contributions, Current Year Testing applies.]

(b)    [ ]HCE determination. The Top‑Paid Group election and the calendar year data election are not used unless elected below (Choose one or both of (1) and (2) if applicable.):

(1) [ ]Top‑paid group election applies.

(2) [ ]Calendar year data election (fiscal year Plan only) applies.

ARTICLE V

VESTING REQUIREMENTS

39.    NORMAL RETIREMENT AGE(5.01). A Participant attains Normal Retirement Age under the Plan on the following date (Choose one of (a) or (b).): 39 p.2539

(a) [X]Specific age. The date the Participant attains age   65  . [Note: The age may not exceed age 65.]

(b) [ ]Age/participation. The later of the date the Participant attains age or the anniversary of the first day of the Plan Year in which the Participant commenced participation in the Plan. [Note: The age may not exceed age 65 and the anniversary may not exceed the 5th.]

40.    EARLY RETIREMENT AGE (5.01). (Choose one of (a) or (b).): 40 p.2540

(a) [X]    Not applicable. The Plan does not provide for an Early Retirement Age.

(b) [ ]Early Retirement Age. Early Retirement Age is the later of: (i) the date a Participant attains age ; (ii) the date a Participant reaches his/her anniversary of the first day of the Plan Year in which the Participant commenced participation in the Plan; or (iii) the date a Participant completes Years of Service.

[Note: The Employer should leave blank any of clauses (i), (ii), and (iii) which are not applicable.]

"Years of Service" under this Election 40 means (Choose one of (1) or (2) as applicable.):

(1) [ ]    Eligibility. Years of Service for eligibility in Election 16.

(2) [ ]    Vesting. Years of Service for vesting in Elections 43 and 44.

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[Note: Election of an Early Retirement Age does not affect the time at which a Participant may receive a Plan distribution. However, a Participant becomes 100% vested at Early Retirement Age.]

41.    ACCELERATION ON DEATH OR DISABILITY(5.02). Under Section 5.02, if a Participant incurs a Severance from Employment as a result of death or Disability (Choose one of (a), (b), or (c).):

(a) [X]    Applies. Apply 100% vesting.

(b) [ ]    Not applicable. Do not apply 100% vesting. The Participant's vesting is in accordance with the applicable Plan vesting schedule.

(c) [ ]    Limited application. Apply 100% vesting, but only if a Participant incurs a Severance from Employment as a result of (Choose one of (1) or (2).):

(1) [ ]    Death.

(2) [ ]    Disability.

42.    VESTING SCHEDULE(5.03). A Participant has a 100% Vested interest at all times in his/her Accounts attributable to: (i) Elective Deferrals; (ii) Employee Contributions; (iii) QNECs; (iv) QMACs; (v) Safe Harbor Contributions (other than QACA Safe Harbor Contributions); (vi) SIMPLE Contributions; (vii) Rollover Contributions; (viii) Prevailing Wage Contributions; (ix) DECs; and (x) Designated IRA Contributions. The following vesting schedule applies to Regular Matching Contributions, to Additional Matching Contributions (irrespective of ACP testing status), to Nonelective Contributions (other than Prevailing Wage Contributions) and to QACA Safe Harbor Contributions. (Choose (a) or choose one or both of (b) and (c) as applicable.): 42 p.2642

(a) [ ]Immediate vesting. 100% Vested at all times in all Accounts.

[Note: Unless all Contribution Types are 100% Vested, the Employer should not elect 42(a). If the Employer elects immediate vesting under 42(a), the Employer should not complete the balance of Election 42 or Elections 43 and 44 (except as noted therein). The Employer must elect 42(a) if the eligibility Service condition under Election 14 as to all Contribution Types (except Elective Deferrals and Safe Harbor Contributions) exceeds one Year of Service or more than 12 months. The Employer must elect 42(b)(1) as to any Contribution Type where the eligibility service condition exceeds one Year of Service or more than 12 months. The Employer should elect 42(b) if any Contribution Type is subject to a vesting schedule.]

(b)    [X]    Vesting schedules: Apply the following vesting schedules (Choose one or more of (1) through (6). Choose Contribution Type as applicable.):

(1)    (2)    (3)    (4)    (5)

Additional

All    Regular    Matching (See    QACA

Contributions    Nonelective    Matching    Section 3.05(F))    Safe Harbor

(1)    [X]Immediate vesting.    N/A    [ ]    [X]    [ ]    [ ]

(See Election 42(a))

(2)    [ ]6‑year graded.    [ ]    OR    [ ]    [ ]    [ ]    N/A

(3)    [X]3‑year cliff.    [ ]    OR    [X]    [ ]    [ ]    N/A

(4)    [ ]Modified schedule:    [ ]    OR    [ ]    [ ]    [ ]    N/A

Years of ServiceVested %

Less than 1    a.    

1    b.    

2    c.    

3    d.    

4    e.    

5    f.    

6 or more    100%

(5)    [ ]2‑year cliff.    [ ]    OR    [ ]    [ ]    [ ]    [ ]

(6)    [ ]Modified 2‑year schedule:    [ ]    OR    [ ]    [ ]    [ ]    [ ]

Years of ServiceVested %

Less than 1    a.    

1    b.    

2    100%

[Note: If the Employer does not elect 42(a), the Employer under 42(b) must elect immediate vesting or must elect one of the specified alternative vesting schedules. The Employer must elect either 42(b)(5) or (6) as to QACA Safe Harbor Contributions. The modified top-heavy schedule of Election 42(b)(4) must satisfy Code §411(a)(2)(B). If the Employer elects Additional Matching under Election 30(i), the Employer should elect vesting under the Additional Matching column in this Election 42(b). That election applies to the Additional Matching even if the Employer has given the maybe notice but does not give the supplemental notice for any Plan Year and as to such Plan Years, the Plan is not a safe harbor plan and the Matching Contributions are not Additional Matching Contributions. If the Plan's Effective Date is before January 1, 2007, the Employer may wish to complete the override elections in Appendix B relating to the application of non‑top‑heavy vesting.]

(c)    [X]Special vesting provisions: Employer or Matching contribution accounts from 2M Company, Inc. Savings & Profit Sharing Plan or Western Hydro Corporation Retirement Plan vesting schedule is : Less than 2 years of service = 0% vested, 2 years of service

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= 20% vested, and 3 years of service = 100% vested. Vesting for the Drillers Service Plan will be 100% vested due to the frozen status at the time of merger.    

[Note: The Employer under Election 42(c) may describe special vesting provisions from the elections available under Election 42 and/or a combination thereof as to a: (i) Participant group (e.g., Full vesting applies to Division A Employees OR to Employees hired on/before "x" date. 6-year graded vesting applies to Division B Employees OR to Employees hired after "x" date.); and/or (ii) Contribution Type (e.g., Full vesting applies as to Discretionary Nonelective Contributions. 6-year graded vesting applies to Fixed Nonelective Contributions). Any special vesting provision must satisfy Code §411(a) and must be nondiscriminatory.]

43.    YEAR OF SERVICE ‑ VESTING(5.05). (Complete both (a) and (b).):

[Note: If the Employer elects the Elapsed Time Method for vesting the Employer should not complete this Election 43. If the Employer elects immediate vesting, the Employer should not complete Election 43 or Election 44 unless it elects to apply a Year of Service for vesting under any other Adoption Agreement election.]

(a) Year of Service. An Employee must complete at least   1,000   Hours of Service during a Vesting Computation Period to receive credit for a Year of Service under Article V. [Note: The number may not exceed 1,000. If left blank, the requirement is 1,000.]

(b) Vesting Computation Period. The Plan measures a Year of Service based on the following 12‑consecutive month period (Choose one of (1) or (2).):

(1) [X]Plan Year.

(2) [ ]Anniversary Year.

44.    EXCLUDED YEARS OF SERVICE ‑ VESTING(5.05(C)). (Choose (a) or (b).): 44 p.2744

(a) [X]None. None other than as specified in Section 5.05(C)(1).

(b) [ ]Exclusions. The Plan excludes the following Years of Service for purposes of vesting (Choose one or more of (1) through (4).):

(1) [ ]Age 18. Any Year of Service before the Vesting Computation Period during which the Participant attained the age of 18.

(2) [ ]Prior to Plan establishment. Any Year of Service during the period the Employer did not maintain this Plan or a predecessor plan.

(3) [ ]Rule ofParity. Any Year of Service excluded under the rule of parity. See Plan Section 5.06(C).

(4) [ ]Additional exclusions. The following Years of Service:

[Note: The Employer under Election 44(b)(4) may describe vesting service exclusions provisions available under Election 44 and/or a combination thereof as to a: (i) Participant group (e.g., No exclusions apply to Division A Employees OR to Employees hired on/before "x" date. The age 18 exclusion applies to Division B Employees OR to Employees hired after "x" date.); or (ii) Contribution Type (e.g., No exclusions apply as to Discretionary Nonelective Contributions. The age 18 exclusion applies to Fixed Nonelective Contributions). Any exclusion specified under Election 44(b)(4) must comply with Code §411(a)(4). Any exclusion must be nondiscriminatory.]

ARTICLE VI

DISTRIBUTION OF ACCOUNT BALANCE

45.    MANDATORY DISTRIBUTION(6.01(A)(1)/6.08(D)). The Plan provides or does not provide for Mandatory Distribution of a Participant's Vested Account Balance following Severance from Employment, as follows (Choose one of (a) or (b). Choose (c) if applicable.):

(a) [ ]No Mandatory Distribution. The Plan will not make a Mandatory Distribution following Severance from Employment.

(b) [X]Mandatory Distribution. The Plan will make a Mandatory Distribution following Severance from Employment. (Complete (1) and (2). Choose (3) unless the Employer elects to limit Mandatory Distributions to $1,000 including Rollover Contributions under Elections 45(b)(1)b. and 45(b)(2)b.):

(1) Amount limit. As to a Participant who incurs a Severance from Employment and who will receive distribution before attaining the later of age 62 or Normal Retirement Age, the Mandatory Distribution maximum amount is equal to (Choose one of a., b., or c.):

a.    [X]    $5,000.

b.    [ ]    $1,000.

c.    [ ]    Specify amount: $(may not exceed $5,000).

[Note: This election only applies to the Mandatory Distribution maximum amount. For other Plan provisions subject to a $5,000 limit, see election 56(g)(7) in Appendix B.]

(2)    Application of Rollovers to amount limit. In determining whether a Participant's Vested Account Balance exceeds the Mandatory Distribution dollar limit in Election 45(b)(1), the Plan (Choose one of a. or b.):

a.    [X]Disregards Rollover Contribution Account.

b.    [ ]    Includes Rollover Contribution Account.

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(3) [X]Amount of Mandatory Distribution subject to Automatic Rollover. A Mandatory Distribution to a Participant before attaining the later of age 62 or Normal Retirement Age is subject to Automatic Rollover under Section 6.08(D) (Choose one of a. or b.):

a. [X]    Only if exceeds $1,000. Only if the amount of the Mandatory Distribution exceeds $1,000, which for this purpose must include any Rollover Contributions Account.

b. [ ]    Specify lesser amount. Only if the amount of the Mandatory Distribution is at least: $(specify $1,000 or less), which for this purpose must include any Rollover Contributions Account.

(c) [ ]    Required distribution at Normal Retirement Age. A severed Participant may not elect to delay distribution beyond the later of age 62 or Normal Retirement Age.

46.    SEVERANCE DISTRIBUTION TIMING(6.01). Subject to the timing limitations of Section 6.01(A)(1) in the case of a Mandatory Distribution, or in the case of any Distribution Requiring Consent under Section 6.01(A)(2), for which consent is received, the Plan Administrator will instruct the Trustee to distribute a Participant's Vested Account Balance as soon as is administratively practical following the time specified below (Choose one or more of (a) through (i) as applicable; choose (j) if applicable.):

[Note: If a Participant dies after Severance from Employment but before receiving distribution of all of his/her Account, the elections under this Election 46 no longer apply. See Section 6.01(B) and Election 50.]

(1)    (2)

Mandatory    Distribution

Distribution    Requiring Consent

(a)    [X]Immediate. Immediately following Severance from Employment.    [X]    [X]

(b)    [ ]Next Valuation Date. After the next Valuation Date following    [ ]    [ ]

Severance from Employment.

(c)    [ ]    Plan Year. In the Plan Year following    [ ]    [ ]

Severance from Employment (e.g., next or fifth).

(d)    [ ]Plan Year quarter. In the Plan Year quarter following    [ ]    [ ]

Severance from Employment (e.g., next or fifth).

(e)    [ ]Contribution Type Accounts. (specify timing)[ ]    [ ]

as to the Participant's Account(s) and

(specify timing) as to the Participant's

Account(s) (e.g., As soon as is practical following Severance from Employment as to the Participant's Elective Deferral Account and as soon as is practical in the next Plan Year following Severance from Employment as to the Participant's Nonelective and Matching Accounts).

(f)    [ ]    Vesting controlled timing. If the Participant's total Vested Account    [ ]    [ ]

Balance exceeds $, distribute (specify timing) and if the Participant's total Vested Account Balance does not exceed $, distribute (specify timing).

(g)    [ ]Distribute at Normal Retirement Age. As to a Mandatory Distribution,    [ ]    [ ]

distribute not later than 60 days after the beginning of the Plan Year following the Plan Year in which the previously severed Participant attains the earlier of Normal Retirement Age or age 65.

[Note: An election under column (2) only will have effect if the Plan's NRA is less than age 62.]

(h)    [ ]    No buy‑back/vesting controlled timing. Distribute as soon as is    [ ]    [ ]

practical following Severance from Employment if the Participant is fully Vested. Distribute as soon as is practical following a Forfeiture Break in Service if the Participant is not fully Vested.

(i)    [ ]    Describe Severance from Employment distribution timing:

[Note: The Employer under Election 46(i) may describe Severance from Employment distribution timing provisions from the elections available under Election 46 and/or a combination thereof as to any: (i) Participant group (e.g., Immediate distribution after Severance from Employment applies to Division A Employees OR to Employees hired on/before "x" date. Distribution after the next Valuation Date following Severance from Employment applies to Division B Employees OR to Employees hired after "x" date.); (ii) Contribution Type and Participant group (e.g., As to Division A Employees, immediate distribution after Severance from Employment applies as to Elective Deferral Accounts and distribution after the next Valuation Date following Severance from Employment applies to Nonelective Contribution Accounts); and/or (iii) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be distributable in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer's election under Election 46(i) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) comply with Code §401(a)(14) timing requirements; (iv) be nondiscriminatory and (v) preserve Protected Benefits as required.]

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(j)    [ ]Acceleration. Notwithstanding any later specified distribution date in Election 46, a Participant may elect an earlier distribution following Severance from Employment (Choose (1) and (2) as applicable.):

(1) [ ]Disability. If Severance from Employment is on account of Disability or if the Participant incurs a Disability following Severance from Employment.

(2) [ ]    Hardship. If the Participant incurs a hardship under Section 6.07(B) following Severance from Employment.

47.    IN‑SERVICE DISTRIBUTIONS/EVENTS(6.01(C)). A Participant may elect an In‑Service Distribution of the designated Contribution Type Accounts based on any of the following events in accordance with Section 6.01(C) (Choose one of (a) or (b).): 47 p.2947

[Note: If the Employer elects any In‑Service Distribution option, a Participant may elect to receive as many In‑Service Distributions per Plan Year (with a minimum of one per Plan Year) as the Plan Administrator's In‑Service Distribution form or policy may permit. If the form or policy is silent, the number of In‑Service Distributions is not limited. Prevailing Wage Contributions are treated as Nonelective Contributions. See Section 6.01(C)(4)(d) if the Employer elects to use Prevailing Wage Contributions to offset other contributions.]

(a) [ ]    None. The Plan does not permit any In‑Service Distributions except as to any of the following (if applicable): (i) RMDs under Section 6.02; (ii) Protected Benefits; and (iii) Designated IRA Contributions. Also see Section 6.01(C)(4)(e) with regard to Rollover Contributions, Employee Contributions and DECs.

(b) [X]    Permitted. In‑Service Distributions are permitted as follows from the designated Contribution Type Accounts (Choose one or more of (1) through (9).):

[Note: Unless the Employer elects otherwise in Election (b)(9) below, Elective Deferrals under Election 47(b) includes Pre‑Tax and Roth Deferrals and Matching Contributions includes Additional Matching Contributions (irrespective of the Plan's ACP testing status).]

(1)    (2)    (3)    (4)    (5)    (6)    (7)

All    Elective    Safe Harbor            Matching    Nonelective/

Contrib.    Deferrals    Contrib.    QNECs    QMACs    Contrib.    SIMPLE

(1)    [ ]None. Except for    N/A    [ ]    [ ]    [ ]    [ ]    [ ]    [ ]

Election 47(a)    (See Election

exceptions.    47(a))

(2)    [X]Age (Choose one or

both of a. and b.):

a.    [X]    Age   59 1/2  (must    [X]    OR    [ ]    [ ]    [ ]    [ ]    [ ]    [ ]

be at least 59 1/2).

b.    [ ]    Age (may    N/A    N/A    N/A    N/A    N/A    [ ]    [ ]

be less than 59 1/2).

(3)    [X]Hardship (Choose one

or both of a. and b.):

a.    [X]    Hardship (safe    N/A    [X]    N/A    N/A    N/A    [ ]    [ ]

harbor). See Section 6.07(A).

b.    [ ]Hardship (non‑    N/A    [ ]    N/A    N/A    N/A    [ ]    [ ]

safe harbor). See Section 6.07(B).

(4)    [X]Disability.    [X]    OR    [ ]    [ ]    [ ]    [ ]    [ ]    [ ]

(5)    [ ]     year    N/A    N/A    N/A    N/A    N/A    [ ]    [ ]

contributions.

(specify minimum of two years) See Section 6.01(C)(4)(a)(i).

(6)    [ ] months of    N/A    N/A    N/A    N/A    N/A    [ ]    [ ]

participation. (specify minimum of 60 months) See Section 6.01(C)(4)(a)(ii).

(7)    [X]Qualified Reservist    N/A    [X]    N/A    N/A    N/A    N/A    N/A

Distribution. See Section 6.01(C)(4)(b)(iii).

(8)    [X]Deemed Severance    [X]    [ ]    [ ]    [ ]    [ ]    [ ]    [ ]

Distribution.

See Section 6.11.

(9) [ ]Describe:

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[Note: The Employer under Election 47(b)(9) may describe In‑Service Distribution provisions from the elections available under Election 47 and/or a combination thereof as to any: (i) Participant group (e.g., Division A Employee Accounts are distributable at age 59 1/2 OR Accounts of Employees hired on/before "x" date are distributable at age 59 1/2. No In-Service Distributions apply to Division B Employees OR to Employees hired after "x" date.); (ii) Contribution Type (e.g., Discretionary Nonelective Contribution Accounts are distributable on Disability. Fixed Nonelective Contribution Accounts are distributable on Disability or Hardship (non-safe harbor)); and/or (iii) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be distributable in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer's election under Election 47(b)(9) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) preserve Protected Benefits as required; (iv) be nondiscriminatory; and (v) not permit an "early" distribution of any Restricted 401(k) Accounts or Restricted Pension Accounts. See Sections 6.01(C)(4) and 11.02(C)(3).]

48.    IN‑SERVICE DISTRIBUTIONS/ADDITIONAL CONDITIONS(6.01(C)). The following additional conditions apply to In‑Service Distributions under Election 47(b) (Choose one of (a) or (b).):

(a) [ ]    Additional conditions. (Choose one or more of (1) through (3) as applicable.):

(1)    [ ]    100% vesting required. A Participant may not receive an In‑Service Distribution unless the Participant is 100% Vested in the distributing Account. This restriction applies to (Choose one or more of a. or b.):

a.    [ ]    Hardship distributions. Distributions based on hardship.

b. [ ]    Other In‑Service. In‑Service distributions other than distributions based on hardship.

(2)    [ ]    Minimum amount. A Participant may not receive an In‑Service Distribution in an amount which is less than: $(specify amount not exceeding $1,000).

(3) [ ]Describe other conditions:

[Note: An Employer's election under Election 48(a)(3) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) preserve Protected Benefits as required; (iv) be nondiscriminatory; and (v) not permit an "early" distribution of any Restricted 401(k) Accounts or Restricted Pension Accounts. See Section 6.01(C)(4).]

(b) [X]    No other conditions. A Participant may elect to receive an In‑Service Distribution upon any Election 47(b) event without further condition, provided that the amount distributed may not exceed the Vested amount in the distributing Account.

49.    POST‑SEVERANCE AND LIFETIME RMD DISTRIBUTION METHODS(6.03). A Participant whose Vested Account Balance exceeds $5,000 (or any lesser amount elected in Appendix B, Election 56(g)(7)): (i) who has incurred a Severance from Employment and will receive a distribution; or (ii) who remains employed but who must receive lifetime RMDs, may elect distribution under one of the following method(s) of distribution described in Section 6.03 and subject to any Section 6.03 limitations. (Choose one or more of (a) through (f) as applicable.): 49 p.3049

[Note: If a Participant dies after Severance from Employment but before receiving distribution of all of his/her Account, the elections under this Election 49 no longer apply. See Section 6.01(B) and Election 50.]

(a)    [X]Lump‑Sum. See Section 6.03(A)(3).

(b) [ ]Installments only if Participant subject to lifetime RMDs. A Participant who is required to receive lifetime RMDs may receive installments payable in monthly, quarterly or annual installments equal to or exceeding the annual RMD amount. See Sections 6.02(A) and 6.03(A)(4)(a).

(c) [X]Installments. See Section 6.03(A)(4).

(d) [ ]AlternativeAnnuity: . See Section 6.03(A)(5).

[Note: Under a Plan which is subject to the joint and survivor annuity distribution requirements of Section 6.04 (Election 51(b)), the Employer may elect under 49(d) to offer one or more additional annuities (Alternative Annuity) to the Plan's QJSA, QPSA or QOSA. If the Employer elects under Election 51(a) to exempt Exempt Participants from the joint and survivor annuity requirements, the Employer should not elect to provide an Alternative Annuity under 49(d).]

(e)    [ ]Ad‑Hoc distributions. See Section 6.03(A)(6).

[Note: If an Employer elects to permit Ad‑Hoc distributions the option must be available to all Participants.]

(f) [ ]    Describe distribution method(s):

[Note: The Employer under Election 49(f)may describe Severance from Employment distribution methods from the elections available under Election 49 and/or a combination thereof as to any: (i) Participant group (e.g., Division A Employee Accounts are distributable in a Lump-Sum OR Accounts of Employees hired after "x" date are distributable in a Lump-Sum. Division B Employee Accounts are distributable in a Lump-Sum or in Installments OR Accounts of Employees hired on/before "x" date are distributable in a Lump-Sum or in Installments.); (ii) Contribution Type (e.g., Discretionary Nonelective Contribution Accounts are distributable in a Lump-Sum. Fixed Nonelective Contribution Accounts are distributable in a Lump‑Sum or in Installments); and/or (iii) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be distributable in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer's election under Election 49(f) must: (i) be objectively determinable; (ii) not be subject to Employer, Plan Administrator or Trustee discretion; (iii) be nondiscriminatory; and (iv) preserve Protected Benefits as required.]

50.    BENEFICIARY DISTRIBUTION ELECTIONS(6.01(B)). Distributions following a Participant's death will be made as follows (Choose one of (a), (b), or (c); choose (d) if applicable.):

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(a) [ ]Immediate. As soon as practical following the Participant's death.

(b) [ ]Next Calendar Year. At such time as the Beneficiary may elect, but in any event on or before the last day of the calendar year which next follows the calendar year of the Participant's death.

(c) [X]As Beneficiary elects. At such time as the Beneficiary may elect, consistent with Section 6.02.

(d) [ ]Describe:

[Note: The Employer under Election 50(d) may describe an alternative distribution timing or afford the Beneficiary an election which is narrower than that permitted under election 50(c), or include special provisions related to certain beneficiaries, (e.g., a surviving spouse). However, any election under Election 50(d) must require distribution to commence no later than the Section 6.02 required date.]

51.    JOINT AND SURVIVOR ANNUITY REQUIREMENTS(6.04). The joint and survivor annuity distribution requirements of Section 6.04 (Choose one of (a) or (b).):

(a) [X]Profit sharing exception. Do not apply to an Exempt Participant, as described in Section 6.04(G)(1), but apply to any other Participants (or to a portion of their Account as described in Section 6.04(G)) (Complete (1).):

(1) One‑year marriage rule. Under Section 7.05(A)(3) relating to an Exempt Participant's Beneficiary designation under the profit sharing exception (Choose one of a. or b.):

a. [ ]    Applies. The one‑year marriage rule applies.

b. [X]    Does not apply. The one‑year marriage rule does not apply.

(b) [ ]Joint and survivor annuity applicable. Section 6.04 applies to all Participants (Complete (1).):

(1) One‑year marriage rule. Under Section 6.04(B) relating to the QPSA (Choose one of a. or b.):

a. [ ]    Applies. The one‑year marriage rule applies.

b. [ ]    Does not apply. The one‑year marriage rule does not apply.

ARTICLE VII

ADMINISTRATIVE PROVISIONS

52.    ALLOCATION OF EARNINGS(7.04(B)). For each Contribution Type provided under the Plan, the Plan allocates Earnings using the following method (Choose one or more of (a) through (f). Choose Contribution Type as applicable.):

[Note: Elective Deferrals/Employee Contributions also includes Rollover Contributions, Transfers, DECs and Designated IRA Contributions, Matching Contributions includes all Matching Contributions and Nonelective Contributions includes all Nonelective Contributions, unless described otherwise in Election 52(f).]

(1)    (2)    (3)    (4)

Elective Deferrals/

All    Employee    Matching    Nonelective

Contributions    Contributions    Contributions    Contributions

(a)    [X]Daily. See Section 7.04(B)(4)(a).    [X]    OR    [ ]    [ ]    [ ]

(b)    [ ]Balance forward.    [ ]    OR    [ ]    [ ]    [ ]

See Section 7.04(B)(4)(b).

(c)    [ ]    Balance forward with adjustment.    [ ]    OR    [ ]    [ ]    [ ]

See Section 7.04(B)(4)(c). Allocate pursuant to the balance forward method, except treat as part of the relevant Account at the beginning of the Valuation Period % of the contributions made during the following Valuation Period: .

(d)    [ ]    Weighted average. See Section    [ ]    OR    [ ]    [ ]    [ ]

7.04(B)(4)(d). If not a monthly weighting period, the weighting period is: .

(e)    [ ]    Participant-Directed Account method.    [ ]    OR    [ ]    [ ]    [ ]

See Section 7.04(B)(4)(e).

(f)    [ ]    Describe Earnings allocation method:

[Note: The Employer under Election 52(f) may describe Earnings allocation methods from the elections available under Election 52 and/or a combination thereof as to any: (i) Participant group (e.g., Daily applies to Division A Employees OR to Employees hired after "x" date.

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Balance forward applies to Division B Employees OR to Employees hired on/before "x" date.); (ii) Contribution Type (e.g., Daily applies as to Discretionary Nonelective Contribution Accounts. Participant-Directed Account applies to Fixed Nonelective Contribution Accounts); (iii) investment type, investment vendor or Account type (e.g., Balance forward applies to investments placed with vendor A and Participant‑Directed Account applies to investments placed with vendor B OR Daily applies to Participant‑Directed Accounts and balance forward applies to pooled Accounts); and/or (iv) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be subject to Earnings allocation in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer's election under Election 52(f) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; and (iii) be nondiscriminatory.]

ARTICLE VIII

TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

53.    VALUATION OF TRUST(8.02(C)(4)). In addition to the last day of the Plan Year, the Trustee (or Named Fiduciary as applicable) must value the Trust Fund on the following Valuation Date(s) (Choose one or more of (a) through (d). Choose Contribution Type as applicable.):

[Note: Elective Deferrals/Employee Contributions also include Rollover Contributions, Transfers, DECs and Designated IRA Contributions, Matching Contributions includes all Matching Contributions and Nonelective Contributions includes all Nonelective Contributions, unless described otherwise in Election 53(d).]

(1)    (2)    (3)    (4)

Elective Deferrals/

All    Employee    Matching    Nonelective

Contributions    Contributions    Contributions    Contributions

(a)    [ ]No additional Valuation Dates.    [ ]    OR    [ ]    [ ]    [ ]

(b)    [X]Daily Valuation Dates. Each business day    [X]    OR    [ ]    [ ]    [ ]

of the Plan Year on which Plan assets for which there is an established market are valued and the Trustee is conducting business.

(c)    [ ]    Last day of a specified period. The    [ ]    OR    [ ]    [ ]    [ ]

last day of each of the Plan Year.

(d)    [ ]Specified Valuation Dates:

[Note: The Employer under Election 53(d) may describe Valuation Dates from the elections available under Election 53 and/or a combination thereof as to any: (i) Participant group (e.g., No additional Valuation Dates apply to Division A Employees OR to Employees hired after "x" date. Daily Valuation Dates apply to Division B Employees OR to Employees hired on/before "x" date.); (ii) Contribution Type (e.g., No additional Valuation Dates apply as to Discretionary Nonelective Contribution Accounts. The last day of each Plan Year quarter applies to Fixed Nonelective Contribution Accounts); (iii) investment type, investment vendor or Account type (e.g., No additional Valuation Dates apply to investments placed with vendor A and Daily Valuation Dates apply to investments placed with vendor B OR Daily Valuation Dates apply to Participant‑Directed Accounts and no additional Valuation Dates apply to pooled Accounts); and/or (iv) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be subject to Trust valuation in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer's election under Election 53(d) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; and (iii) be nondiscriminatory.]

ARTICLE XII

MULTIPLE EMPLOYER PLAN

54.    MULTIPLE EMPLOYER PLAN(12.01/12.02/12.03).The Employer makes the following elections regarding the Plan's Multiple Employer Plan status and the application of Article XII (Choose one of (a) or (b).):

(a) [X]    Not applicable. The Plan is not a Multiple Employer Plan and Article XII does not apply.

(b) [ ]    Applies. The Plan is a Multiple Employer Plan and the Article XII Effective Date is: . The Employer makes the following additional elections (Choose (1) if applicable.):

(1) [ ]    Participating Employer may modify. See Section 12.03. A Participating Employer in the Participation Agreement may modify Adoption Agreement elections applicable to each Participating Employer (including electing to not apply Adoption Agreement elections) as follows (Choose one of a. or b. Choose c. if applicable.):

a. [ ]    All. May modify all elections.

b. [ ]    Specified elections. May modify the following elections: (specify by election number).

c. [ ]    Restrictions. May modify subject to the following additional restrictions: (Specify restrictions. Any restrictions must be definitely determinable and may not violate Code §412 or the regulations thereunder.).

[Note: If Election (b)(1) above is not chosen, Participating Employers may not modify any Adoption Agreement elections. The Participation Agreement must be consistent with this Election 54(b)(1). Any Participating Employer election in the Participation Agreement which is not permitted under this Election 54(b)(1) is of no force or effect and the applicable election in the Adoption Agreement applies.]

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EXECUTION PAGE

The Employer, by executing this Adoption Agreement, hereby agrees to the provisions of this Plan and Trust.

Employer: Headwater Companies, LLC    

Date:

Signed:

[print name/title]

The Trustee (and Custodian, if applicable), by executing this Adoption Agreement, hereby accepts its position and agrees to all of the obligations, responsibilities and duties imposed upon the Trustee (or Custodian) under the Volume Submitter Plan and Trust. If the Employer under Elections 5(c) or 5(e) will use a separate Trust, the Trustee need not execute this Adoption Agreement.

Nondiscretionary Trustee(s): Wells Fargo Bank, N.A.    

Date:

Signed:

[print name/title]

Nondiscretionary Trustee(s):

Date:

Signed:

[print name/title]

Custodian(s) (Optional):

Date:

Signed:

[print name/title]

Use of Adoption Agreement. Failure to complete properly the elections in this Adoption Agreement may result in disqualification of the Employer's Plan. The Employer only may use this Adoption Agreement only in conjunction with the basic plan document referenced by its document number on Adoption Agreement page one.

Execution for Page Substitution Amendment Only. If this paragraph is completed, this Execution Page documents an amendment to Adoption Agreement Election(s) effective , by substitute Adoption Agreement page number(s) . The Employer should retain all Adoption Agreement Execution Pages and amended pages. [Note: The Effective Date may be retroactive or may be prospective.]

Volume Submitter Plan Sponsor. The Volume Submitter Plan Sponsor identified on the first page of the basic plan document will notify all adopting Employers of any amendment to this Volume Submitter Plan or of any abandonment or discontinuance by the Volume Submitter Plan Sponsor of its maintenance of this Volume SubmitterPlan. For inquiries regarding the adoption of the Volume Submitter Plan, the Volume Submitter Plan Sponsor's intended meaning of any Plan provisions or the effect of the Advisory Letter issued to the Volume Submitter Plan Sponsor, please contact the Volume Submitter Plan Sponsor at the following address and telephone number: 1525 West W.T. Harris Blvd., Charlotte, NC 28288, 800-669-5812    .

Reliance on Sponsor Advisory Letter. The Volume Submitter Plan Sponsor has obtained from the IRS an Advisory Letter specifying the form of this Adoption Agreement and the basic plan document satisfy, as of the date of the Advisory Letter, Code §401. An adopting Employer may rely on the Volume Submitter Sponsor's IRS Advisory Letter only to the extent provided in Rev. Proc. 2011‑49. The Employer may not rely on the Advisory Letter in certain other circumstances or with respect to certain qualification requirements, which are specified in the Advisory Letter and in Rev. Proc. 2011‑49 or subsequent guidance. In order to have reliance in such circumstances or with respect to such qualification requirements, the Employer must apply for a determination letter to Employee Plans Determinations of the IRS.

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SPECIAL RETROACTIVE OR PROSPECTIVE EFFECTIVE DATES

55.    SPECIAL EFFECTIVE DATES(1.20). The Employer elects or does not elect Appendix A special Effective Date(s) as follows. (Choose (a) or one or more of (b) through (s) as applicable.):

[Note: If the Employer elects 55(a), do not complete the balance of this Election 55.]

(a) [X]    Not applicable. The Employer does not elect any Appendix A special Effective Dates.

[Note: The Employer may use this Appendix A to specify an Effective Date for one or more Adoption Agreement elections which does not correspond to the Plan's new Plan or Restated Plan Effective Date under Election 4. As to Restated Plans, for periods prior to: (i) the below‑specified special Effective Date(s); or (ii) the Restated Plan's general Effective Date under Election 4, as applicable, the Plan terms in effect prior to its restatement under this Adoption Agreement control for purposes of the designated provisions.]

(b) [ ]    Trustee (1.67). The Trustee provisions under Election 5 or Appendix C are effective: .

(c) [ ]Contribution Types (1.12). The Contribution Types under Election(s) 6 are effective: .

(d) [ ]Excluded Employees (1.22(D)). The Excluded Employee provisions under Election(s) 8 are effective:

.

(e) [ ]Compensation (1.11). The Compensation definition under Election(s) (specify 9‑11 as applicable) are effective:

.

(f) [ ]Hour of Service/Elective Service Crediting (1.32/1.59(C)). The Hour of Service and/or elective Service crediting provisions under Election(s) (specify 12‑13 as applicable) are effective: .

(g) [ ]Eligibility (2.01‑2.03). The eligibility provisions under Election(s) (specify 14‑19 as applicable) are effective:

.

(h)    [ ]    Elective Deferrals (3.02(A)‑(D)). The Elective Deferral provisions under Election(s) (specify 20‑23 as applicable) are effective: .

(i) [ ]    Matching Contributions (3.03). The Matching Contribution provisions under Election(s) (specify 24‑26 as applicable) are effective: .

(j)    [ ]    Nonelective Contributions (3.04). The Nonelective Contribution provisions under Election(s) (specify 27-29 as applicable) are effective: .

(k)    [ ]401(k) safe harbor (3.05). The 401(k) safe harbor provisions under Election(s) 30 are effective:

.

(l)    [ ]Allocation conditions (3.06). The allocation conditions under Election(s) (specify 31-32 as applicable) are effective:

.

(m) [ ]Forfeitures (3.07). The forfeiture allocation provisions under Election(s) 33 are effective:

.

(n) [ ]    Employee Contributions (3.09). The Employee Contribution provisions under Election(s) 36 are effective:

.

(o) [ ]    Testing elections (4.06(B)). The testing elections under Election(s) 38 are effective: .

(p) [ ]    Vesting (5.03). The vesting provisions under Election(s) (specify 39-44 as applicable) are effective:

.

(q) [ ]Distributions (6.01, 6.03 and 6.04). The distribution elections under Election(s) (specify 45-51 as applicable) are effective: .

(r) [ ]Earnings/Trust valuation (7.04(B)/8.02(C)(4)). The Earnings allocation and Trust valuation provisions under Election(s) (specify 52-53 as applicable) are effective: .

(s) [ ]Special Effective Date(s) for other elections(specify elections and dates): .

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BASIC PLAN DOCUMENT OVERRIDE ELECTIONS

56.    BASIC PLAN OVERRIDES. The Employer elects or does not elect to override various basic plan provisions as follows (Choose (a) or choose one or more of (b) through (l) as applicable.):

[Note: If the Employer elects 56(a), do not complete the balance of this Election 56.]

(a) [X]    Not applicable. The Employer does not elect to override any basic plan provisions.

[Note: The Employer at the time of restating its Plan with this Adoption Agreement may make an election on Appendix A (Election 55(s)) to specify a special Effective Date for any override provision the Employer elects in this Election 56. If the Employer, after it has executed this Adoption Agreement, later amends its Plan to change any election on this Appendix B, the Employer should document the Effective Date of the Appendix B amendment on the Execution Page or otherwise in the amendment.]

(b)    [ ]    Definition (Article I) overrides.(Choose one or more of (1) through (8) as applicable.):

(1) [ ]    W‑2 Compensation exclusion of paid/reimbursed moving expenses (1.11(B)(1)). W‑2 Compensation excludes amounts paid or reimbursed by the Employer for moving expenses incurred by an Employee, but only to the extent that, at the time of payment, it is reasonable to believe that the Employee may deduct these amounts under Code §217.

(2) [ ]    Alternative (general) 415 Compensation (1.11(B)(4)). The Employer elects to apply the alternative (general) 415 definition of Compensation in lieu of simplified 415 Compensation.

(3) [ ]    Inclusion of Deemed 125 Compensation (1.11(C)). Compensation under Section 1.11 includes Deemed 125 Compensation.

(4) [ ]    Pre‑Regulatory inclusion of Post‑Severance Compensation (1.11(I) and 4.05(F)). Prior to the first Limitation Year beginning on or after July 1, 2007 (the Effective Date of the final 415 regulations), the Plan includes Post‑Severance Compensation within the meaning of Prop. Treas. Reg. §1.415(c)‑2(e) as described in Sections 1.11(I) and 4.05(F) as follows (Choose one or both of a. and b.):

a. [ ]    Include for 415 testing. Include for 415 testing and for other testing which uses 415 Compensation. This provision applies effective as of (specify a date which is no earlier than January 1, 2005).

b. [ ]    Include for allocations. Include for allocations as follows(specify affected Contribution Type(s) and any adjustments to Post‑Severance Compensation used for allocation):.

This provision applies effective as of (specify a date which is no earlier than January 1, 2002).

(5)    [ ]    Inclusion of Deemed Disability Compensation (1.11(K)). Include Deemed Disability Compensation. (Choose one of a. or b.):

a. [ ]NHCEs only. Apply only to disabled NHCEs.

b. [ ]All Participants. Apply to all disabled Participants. The Employer will make Employer Contributions for such disabled Participants for: (specify a fixed or determinable period).

(6) [ ]    Treatment of Differential Wage Payments (1.11(L)). In lieu of the provisions of Section 1.11(L), the Employer elects the following (Choose one or more of a., b., c., and d. as applicable.):

a. [ ]    Effective date. The inclusion is effective for Plan Years beginning after (may not be earlier than December 31, 2008).

b.    [ ]    Elective Deferrals only. The inclusion only applies to Compensation for purposes of Elective Deferrals.

c.    [ ]    Not included. The inclusion does not apply to Compensation for purposes of any Contribution Type.

d.    [ ]Other:(specify other Contribution Type Compensation which includes Differential Wage Payments)

(7)    [ ]    Leased Employees (1.22(B)). (Choose one or both of a. and b. if applicable.):

a. [ ]    Inclusion of Leased Employees (1.22(B)). The Employer for purposes of the following Contribution Types, does not exclude Leased Employees: (specify Contribution Types).

b. [ ]    Offset if contributions to leasing organization plan (1.22(B)(2)). The Employer will reduce allocations to this Plan for any Leased Employeeto the extent that the leasing organization contributes to or provides benefits under a leasing organization plan to or for the Leased Employee and which are attributable to the Leased Employee's services for the Employer.The amount of the offset is as follows:

[Note: The election of an offset under this Election 56(b)(7)b. may require that the Employer aggregate its plan with the leasing organization's plan for coverage and nondiscrimination testing.]

(8) [ ]    Inclusion of Reclassified Employees (1.22(D)(3)). The Employer for purposes of the following Contribution Types, does not exclude Reclassified Employees (or the following categories of Reclassified Employees): (specify Contribution Types and/or categories of Reclassified Employees).

(c)    [ ]    Ruleof parity ‑ participation (Article II) override (2.03(D)). For purposes of Plan participation, the Plan applies the "rule of parity" under Code §410(a)(5)(D).

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(d) [ ]    Contribution/allocation (Article III) overrides.(Choose one or more of (1) through (9) as applicable.):

(1)    [ ]    Roth overrides.(Choose one or more of a., b., c., or d. as applicable.):

a. [ ]    Treatment of Automatic Deferrals as Roth Deferrals (3.02(B)). The Employer elects to treat Automatic Deferrals as Roth Deferrals in lieu of treating Automatic Deferrals as Pre‑Tax Deferrals.

b. [ ]    In‑Plan Roth Rollovers limited to In‑Service only (3.08(E)(2)(a)). Only Participants who are Employees may elect to make an In‑Plan Roth Rollover Contribution.

c. [ ]    Vested In‑Plan Roth Rollovers (3.08(E)(2)(b)). Distributions related to In‑Plan Roth Rollovers may only be made from accounts which are fully Vested.

d. [ ]    Source of In‑Plan Roth Rollover Contribution (3.08(E)(3)(b)). The Plan permits an In‑Plan Roth Rollover only from the following qualifying sources (Choose one or more.):

(i) [ ]    Elective Deferrals

(ii) [ ]    Matching Contributions (including any Safe Harbor Matching Contributions and Additional Matching Contributions)

(iii) [ ]    Nonelective Contributions

(iv) [ ]    QNECs (including any Safe Harbor Nonelective Contributions)

(v) [ ]    Rollovers

(vi) [ ]    Transfers

(vii) [ ]    Other: (specify account(s) and conditions in a manner that is definitely determinable and not subject to Employer discretion)

(2) [ ]    No offset of Safe Harbor Contributions to other allocations (3.05(E)(12)). Any Safe Harbor Nonelective Contributions allocated to a Participant's account will not be applied toward (offset) any allocation to the Participant of a non‑Safe Harbor Nonelective Contribution.

(3)    [ ]    Short Plan Year or allocation period (3.06(B)(1)(c)). The Plan Administrator (Choose one of a. or b.):

a. [ ]    No pro‑ration. Will not pro‑rate Hours of Service in any short allocation period.

b. [ ]    Pro‑ration based on months. Will pro‑rate any Hour of Service requirement based on the number of months in the short allocation period.

(4) [ ]    Limited waiver of allocation conditions for rehired Participants (3.06(G)). The allocation conditions the Employer has elected in the Adoption Agreement do not apply to rehired Participants in the Plan Year they resume participation, as described in Section 3.06(G).

(5) [ ]    Associated Match forfeiture timing (3.07(A)(1)(c)). Forfeiture of associated matching contributions occurs in the Testing Year.

(6)    [ ]    Safe Harbor top‑heavy exempt fail‑safe (3.07(A)(4)). In lieu of ordering forfeitures as (a), (b), and (c) under Section 3.07(A)(4), the Employer establishes the following forfeiture ordering rules (Specify the ordering rules, for example, (b), (c), and (a).): .

(7)    [ ]    HEART Act continued benefit accrual (3.11(K)). The Employer elects to apply the benefit accrual provisions of Section 3.11(K). The provisions are effective as of (Choose one of a. or b.; and choose c. if the provisions no longer are effective.):

a. [ ]    2007 Effective Date. The first day of the 2007 Plan Year.

b. [ ]    Other Effective Date.(may not be earlier than the first day of the 2007 Plan Year).

c. [ ]    No longer effective. The provisions no longer apply effective as of .

(8)    [ ]    Classifications allocation formula (3.04(B)(3)). If a Participant shifts from one classification to another during a Plan Year, the Plan Administrator will apportion the Participant's allocation during that Plan Year (Choose one of a., b., or c.):

a. [ ]    Months in each classification. Pro rata based on the number of months the Participant spent in each classification.

b. [ ]    Days in each classification. Pro rata based on the number of days the Participant spent in each classification.

c. [ ]    One classification only. The Employer in a nondiscriminatory manner will direct the Plan Administrator to place the Participant in only one classification for the entire Plan Year during which the shift occurs.

(9) [ ]    Suspension (3.06(F)(3)). The Plan Administrator in applying Section 3.06(F) will (Choose one or more of a., b., and c. as applicable.):

a. [ ]    Re‑order tiers. Apply the suspension tiers in Section 3.06(F)(2) in the following order: (specify order).

b. [ ]    Hours of Service tie‑breaker. Apply the greatest Hours of Service as the tie‑breaker within a suspension tier in lieu of applying the lowest Compensation.

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c. [ ]    Additional/other tiers. Apply the following additional or other tiers: (specify suspension tiers and ordering).

(e)    [ ]    Testing (Article IV) overrides.(Choose one or both of (1) and (2) as applicable.):

(1) [ ]First few weeks rule for Code §415 testing Compensation (4.05(F)(1)). The Plan applies the first few weeks rule in Section 4.05(F)(1).

(2) [ ]Post‑Severance Compensation for Code §415 testing Compensation (4.05(F)). The Employer elects the following adjustments to Post-Severance Compensation for purposes of determining 415 testing Compensation (Choose one or more of a. through d.):

[Note: Under the basic plan document, if the Employer does not elect any adjustments, post-severance compensation includes leave cashouts and deferred compensation, and excludes military and disability continuation payments.]

a. [ ]    Exclude leave cash‑outs. See Section 1.11(I)(1)(b).

b. [ ]    Exclude deferred compensation. See Section 1.11(I)(1)(c).

c. [ ]    Include salary continuation for military service. See Section 1.11(I)(2).

d. [ ]    Include salary continuation for disabled Participants. See Section 1.11(I)(3). (Choose one of (i) or (ii).):

(i) [ ]    For Nonhighly Compensated Employees only.

(ii) [ ]    For all Participants. In which case the salary continuation will continue for the following fixed or determinable period: .

(f)    [ ]    Vesting (Article V) overrides.(Choose one or more of (1) through (6) as applicable.):

(1) [ ]    Application of non‑top‑heavy vesting and top‑heavy vesting (5.03(A)(2)). The Employer makes the following elections regarding the application of non‑top‑heavy vesting and top‑heavy vesting (Choose a., b., and c. as applicable.):

a. [ ]    Election of non‑top‑heavy vesting. As to Plan Years where permitted and in such Plan Years when the Plan is not top‑heavy, the following vesting schedule(s) apply. See Section 5.03(B). (Choose one or more of (i), (ii), or (iii) as applicable and complete (iv) and (v).):

(i) [ ]    5‑year cliff.

(ii) [ ]    7‑year graded.

(iii) [ ]    Modified non‑top‑heavy. A modified non‑top‑heavy schedule as follows:

[Note: A modified non‑top‑heavy schedule must satisfy Code §411(a)(2).]

(iv) Application to Contribution Types. Apply the elected non‑top‑heavy vesting schedule (Choose one of A. or B.):

A. [ ]    All. To all Contribution Types subject to vesting (other than QACA Safe Harbor Contributions).

B. [ ]    Describe application to affected Contribution Type(s):

(v) Application of top‑heavy and non‑top‑heavy schedules.(Choose one of A. or B.):

A. [ ]    Apply top‑heavy schedule in all Plan Years once top‑heavy.

B. [ ]    Apply top‑heavy schedule only in top‑heavy Plan Years.

b. [ ]    Election to eliminate HOS requirement post‑EGTRRA or post‑PPA for top‑heavy vesting. Thetop‑heavy vesting schedule(s) apply (Choose one or both of (i) and (ii).):

(i) [ ]    No post‑EGTRRA HOS requirement forMatching. To all Participants even if they do not have one Hour of Service in a Plan Year beginning after December 31, 2001.

(ii) [ ]    No post‑PPA HOS requirement foraffected other Employer Contributions. To all Participants even if they do not have one Hour of Service in a Plan Year beginning after December 31, 2006.

c.    [ ]    Election to apply top‑heavy vesting only as to post‑EGTRRA or post‑PPA contributions. Thetop‑heavy vesting schedule(s) apply (Choose one or both of (i) and (ii).):

(i) [ ]    Post‑EGTRRA Matching Contributions. Only to Regular Matching Contributions and Additional Matching Contributions made in Plan Years beginning after December 31, 2001 and to the associated Earnings.

(ii) [ ]    Post‑PPA other Employer Contributions. Only to non‑Matching Contributions made in Plan Years beginning after December 31, 2006, and to the associated Earnings.

(2) [ ]    Alternative "grossed‑up" vesting formula (5.03(C)(2)). The Employer elects the alternative vesting formula described in Section 5.03(C)(2).

(3) [ ]    Source of Cash‑Out forfeiture restoration (5.04(B)(5)). To restore a Participant's Account Balance as described in Section 5.04(B)(5), the Plan Administrator, to the extent necessary, will allocate from the following source(s) and in the following order (Specify, in order, one or more of the following: Forfeitures, Earnings, and/or Employer Contribution): .

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Volume Submitter 401(k) Plan

(4) [ ]    Deemed Cash‑Out of 0% Vested Participant (5.04(C)). The deemed cash‑out rule of Section 5.04(C) does not apply to the Plan.

(5) [ ]    Accounting for Cash‑Out repayment; Contribution Type (5.04(D)(2)). In lieu of the accounting described in Section 5.04(D)(2), the Plan Administrator will account for a Participant's Account Balance attributable to a Cash‑Out repayment (Choose one of a. or b.):

a. [ ]    Nonelective rule. Under the nonelective rule.

b. [ ]Rollover rule. Under the rollover rule.

(6) [ ]    One‑year hold‑out rule ‑ vesting (5.06(D)). The one‑year hold‑out Break in Service rule under Code §411(a)(6)(B) applies.

(g)    [ ]    Distribution (Article VI) overrides.(Choose one or more of (1) through (9) as applicable.):

(1) [ ]Restriction on In‑Service Rollover Distributions (6.01(C)). A Participant shall be entitled to receive a distribution of Rollover Contributions, Employee Contributions and DECs (Choose one or more of a. through d. as applicable.):

a.    [ ]    Deferrals. Under the same provisions which apply to Elective Deferrals.

b. [ ]    Match. Under the same provisions which apply to Matching Contributions.

c. [ ]    Nonelective. Under the same provisions which apply to Nonelective Contributions.

d. [ ]    Other:

[Note: The Employer under Election 56(g)(1)d. may describe In‑Service Rollover Distribution restrictions using the options available for In-Service Distributions under Election 47 and/or a combination thereof as to all Participants or as to any: (i) Participant group (e.g., Division A Rollover Accounts are distributable at age 59 1/2 OR Rollover Accounts of Employees hired on/before "x" date are distributable at age 59 1/2. No In‑Service Rollover Distributions apply to Division B Employees OR to Employees hired after "x" date). An Employer's election under Election 56(g)(1)d.must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) preserve Protected Benefits as required; (iv) be nondiscriminatory; and (v) not permit an "early" distribution of any Restricted 401(k) Accounts or Restricted Pension Accounts. See Sections 6.01(C)(4) and 11.02(C)(3).]

(2)    [ ]    Elections related to In‑Plan Roth Rollovers (6.01(C)(7)). (Choose one or more of a. through c. as applicable.):

a. [ ]    In‑Service Roth Rollover events. The Employer elects to permit In‑Service Distributions under the following conditions solely for purposes of making an In‑Plan Roth Rollover Contribution (Choose one or more of (i) through (iv); select (v) if applicable.):

(i) [ ]    Age. The Participant has attained age .

(ii) [ ]    Participation. The Participant has months of participation (specify minimum of 60 months). Section 6.01(C)(4)(a)(ii).

(iii) [ ]    Seasoning. The amounts being distributed have accumulated in the Plan for at least years (at least 2). See Section 6.01(C)(4)(a)(i).

(iv) [ ]    Other (describe): (must be definitely determinable and not subject to Employer discretion (e.g., age 50, but only with respect to Nonelective Contributions, and not Matching Contributions))

[Note: Regardless of any election above to the contrary, In‑Plan Roth Rollover Contributions are not permitted from a Participant's Elective Deferral Account, Qualified Matching Contribution Account, Qualified Nonelective Contribution Account and accounts attributable to Safe Harbor Contributions prior to age 59 1/2.]

(v) [ ]    Distribution for withholding. A Participant may elect to have a portion of the amount that may be distributed as an In‑Plan Roth Rollover Contribution distributed solely for purposes of federal or state income tax withholding related to the In‑Plan Roth Rollover Contribution.

b. [ ]Minimum amount. The minimum amount that may be rolled over is (may not exceed $1,000).

c. [ ]No transfer of loans. Loans may not be distributed as part of an In‑Plan Roth Rollover Contribution. (if not selected, any loans may be transferred)

(3)    [ ]    Elections related to Required Minimum Distributions. (Choose one or more of a. through c. as applicable.):

a. [ ]    RMD overrides if Participant dies before DCD (6.02(B)(1)(e)). If the Participant dies before the DCD and the Beneficiary is a designated Beneficiary, the RMD distribution rules are modified as follows (Choose one of (i) through (iv).):

(i) [ ]    Election of 5‑year rule. If a Designated Beneficiary does not make a timely election, the 5‑year rule applies in lieu of the Life Expectancy rule.

(ii) [ ]    Life Expectancy rule. The Life Expectancy rule applies to the Designated Beneficiary. See Section 6.02(B)(1)(d).

(iii) [ ]    5‑year rule. The 5‑year rule applies to the Beneficiary. See Section 6.02(B)(1)(c).

(iv) [ ]    Other:(Describe, e.g., the 5‑year rule applies to all Beneficiaries other than a surviving spouse Beneficiary.)

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Volume Submitter 401(k) Plan

b. [ ]    RBD definition (6.02(E)(7)(c)). In lieu of the RBD definition in Section 6.02(E)(7)(a) and (b), the Plan Administrator (Choose one of (i) or (ii).):

(i) [ ]    SBJPA definition indefinitely. Indefinitely will apply the pre‑SBJPA RBD definition.

(ii) [ ]    SBJPA definition to specified date. Will apply the pre‑SBJPA definition until (the stated date may not be earlier than January 1, 1997), and thereafter will apply the RBD definition in Sections 6.02(E)(7)(a) and (b).

c.    [ ]    2009 RMD waiver elections(6.02(F)). In lieu of the 2009 RMDs suspension (subject to a Participant or Beneficiary election to continue), as provided in Section 6.02(F) (Choose one of (i) through (iii) if applicable. Choose (iv) or (v) if applicable.):

(i) [ ]RMDs continued unless election. 2009 RMDs are continued as provided in Section 6.02(F)(2), unless a Participant or Beneficiary otherwise elects.

(ii) [ ]    RMDs continued ‑ no election. 2009 RMDs are continued as provided in Section 6.02(F)(3), without regard to a waiver. No election is available to Participants or Beneficiaries.

(iii) [ ]    Other: (Describe, e.g., the Plan suspended 2009 RMDs and did not offer an election or the Plan changed from one treatment of 2009 RMDs to another treatment during 2009.)

Treatment as Eligible Rollover Distribution. For purposes of 2009 RMDs, the Plan also will treat the following distributions as Eligible Rollover Distributions (Choose (iv) or (v), if applicable. If the Employer elects neither (iv) nor (v), then a direct rollover for 2009 will be offered only for distributions that would be Eligible Rollover Distributions without regard to Code §401(a)(9)(H).):

(iv) [ ]    2009 RMDs and Extended 2009 RMDs, both as defined in Section 6.02(F).

(v) [ ]    2009 RMDs, as defined in Section 6.02(F), but only if paid with an additional amount that is an Eligible Rollover Distribution without regard to Code §401(a)(9)(H).

(4)    [ ]Distribution Methods(Choose one or both of a. and b. if applicable.):

a. [ ]    Default Distribution Methods (6.03(B)(2)). If a Participant or Beneficiary does not make a timely election as to distribution method and timing the Plan Administrator will direct the Trustee to distribute using the following method and timing: (Describe, e.g., Installments sufficient to satisfy RMD beginning at the Required Beginning Date. The selected method and timing must not be discriminatory and must be an option the plan makes available to participants and/or beneficiaries.)

b. [ ]    Beneficiary Distribution Methods (6.03(A)(2)). The Plan will distribute to the Beneficiary under the following distribution method(s). If more than one method is elected, the Beneficiary may choose the method of distribution:

(i) [ ]Lump‑Sum. See Section 6.03(A)(3).

(ii) [ ]Installments sufficient to satisfy RMD. See Section 6.03(A)(4)(a).

(iii) [ ]Ad‑Hoc sufficient to satisfy RMD. See Section 6.03(A)(6).

(iv) [ ]Other:(Describe, e.g., Lump‑Sum or Installments for surviving spouse Beneficiaries, Lump‑Sum only for all other Beneficiaries.)

(5) [ ]    Annuity Distributions (6.04). (Choose one or both of a. and b. if applicable.):

a. [ ]    Modification of QJSA (6.04(A)(3)). The Survivor Annuity percentage will be %. (Specifya percentage between 50% and 100%.)

b. [ ]    Modification of QPSA (6.04(B)(2)). The QPSA percentage will be %. (Specifya percentage between 50% and 100%.)

(6)    [ ]    Hardship Distributions (6.07). (Choose one or both of a. and b. if applicable.):

a. [ ]    Restriction on hardship source; grandfathering (6.07(E)). The hardship distribution limit includes grandfathered amounts.

b. [ ]    Hardship acceleration. The existence of a hardship occurring after Separation from Service/Severance from Employment will be determined under the non‑safe harbor rules of Section 6.07(B).

(7)    [ ]    Replacement of $5,000 amount (6.09). All Plan references (except in Sections 3.02(D), 3.10 and 3.12(C)(2)) to "$5,000" will be $. (Specifyan amount less than $5,000.)

(8) [ ]    Beneficiary's hardship need (6.07(H)). Effective (Specify date not earlier than August 17, 2006), a Participant's hardship includes an immediate and heavy financial need of the Participant's primary Designated Beneficiary under the Plan, as described in Section 6.07(H).

(9) [ ]    Non‑spouse beneficiary rollover not permitted before required (6.08(G)). For distributions after December 31, 2006, and before (Specify a date not later than January 1, 2010), the Plan does not permit a Designated Beneficiary other than the Participant's surviving spouse to elect to roll over a death benefit distribution.

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Volume Submitter 401(k) Plan

(h)    [ ]    Administrative overrides (Article VII).(Choose one or more of (1) through (7) as applicable.):

(1) [ ]    Contributions prior to accrual or precise determination (7.04(B)(5)(b)). The Plan Administrator will allocate Earnings described in Section 7.04(B)(5)(b) as follows (Choose one of a., b., or c.):

a. [ ]    Treat as contribution. Treat the Earnings as an Employer Matching or Nonelective Contribution and allocate accordingly.

b. [ ]    Balance forward. Allocate the Earnings using the balance forward method described in Section 7.04(B)(4)(b).

c. [ ]    Weighted average. Allocate the Earnings on Matching Contributions using the weighted average method in a manner similar to the method described in Section 7.04(B)(4)(d).

(2) [ ]    Automatic revocation of spousal designation (7.05(A)(1)). The automatic revocation of a spousal Beneficiary designation in the case of divorce does not apply.

(3) [ ]    Limitation on frequency of Beneficiary designation changes (7.05(A)(4)). Except in the case of a Participant incurring a major life event, a period of at least must elapse between Beneficiary designation changes. (Specify a period of time, e.g., 90 days OR 12 months.)

(4) [ ]    Definition of "spouse" (7.05(A)(5)). The following definition of "spouse" applies: (Specifya definition.)

(5) [ ]    Administration of default provision; default Beneficiaries (7.05(C)). The following list of default Beneficiaries will apply: (Specify, in order, one or more Beneficiaries who will receive the interest of a deceased Participant.)

(6) [ ]    Subsequent restoration of forfeiture‑sources and ordering (7.07(A)(3)). Restoration of forfeitures will come from the following sources, in the following order (Specify, in order, one or more of the following: Forfeitures, Employer Contribution, Trust Fund Earnings.)

(7) [ ]    State law (7.10(H)). The law of the following state will apply: (Specifyone of the 50 states or the District of Columbia, or other appropriate legal jurisdiction, such as a territory of the United States or an Indian tribal government.)

(i)    [ ]    Trust and insurance overrides (Articles VIII and IX).(Choose one or more of (1) through (3) if applicable.):

(1)    [ ]    Employer securities/real property in Profit Sharing Plans/401(k) Plans (8.02(A)(13)(a)). The Planlimit on investment in qualifying Employer securities/real property is %. (Specifya percentage which is less than 100%.)

(2)    [ ]    Provisions relating to insurance and insurance company (9.08). The following provisions apply: (Specify such language as necessary to accommodate life insurance Contracts the Plan holds.)

[Note: The provisions in this Election 56(i)(2) may override provisions in Article IX of the Plan, but must be consistent with all other provisions of the Plan.]

(3)    [ ]    Cross‑pay when more than one entity adopts Plan not applicable (8.12). The cross‑pay provisions of Section 8.12 do not apply.

(j)    [ ]    Code Section 415 (Article XI) override (11.02(A)(1), 4.02(F)). Because of the required aggregation of multiple plans, to satisfy Code §415, the following overriding provisions apply: (Specify such language as necessary to satisfy §415, e.g., the Employer will reduce Additional Additions to this plan before reducing Annual Additions to other plans.)

(k) [ ]    Code Section 416 (Article XI) override (11.02(A)(1), 10.03(D)). Because of the required aggregation of multiple plans, to satisfy Code §416, the following overriding provisions apply: (Specify such language as necessary to satisfy §416, e.g., If an Employee participates in this Plan and another Plan the Employer maintains, the Employer will satisfy any Top-Heavy Minimum Allocation in this Plan and not the other plan.)

(l)    [ ]    Multiple Employer Plan (Article XII) overrides. (Choose (1) if applicable.):

(1) [ ]    No involuntary termination for Participating Employer (12.11). The Lead Employer may not involuntarily terminate the participation of any Participating Employer under Section 12.11.

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Volume Submitter 401(k) Plan

LIST OF GROUP TRUST FUNDS/PERMISSIBLE TRUST AMENDMENTS

57.    [ ]    INVESTMENT IN GROUP TRUST FUND (8.09).The nondiscretionary Trustee, as directed or the discretionary Trustee acting without direction (and in addition to the discretionary Trustee's authority to invest in its own funds under Section 8.02(A)(3)), may invest in any of the following group trust funds: . (Specify the names of one or more group trust funds in which the Plan can invest.)

[Note: A discretionary or nondiscretionary Trustee also may invest in any group trust fund authorized by an independent Named Fiduciary.]

58.    [ ]    DUTY TO COLLECT(8.02(D)(1)). is hereby appointed as a Trustee for the Plan, and is referred to as the Special Trustee. The sole responsibility of the Special Trustee is to collect contributions the Employer owes to the Plan. No other Trustee has any duty to ensure that the contributions received comply with the provisions of the Plan or is obliged to collect any contributions from the Employer. No Trustee, other than the Special Trustee, is obliged to ensure that funds deposited are deposited according to the provisions of the Plan. The Special Trustee will execute a form accepting its position and agreeing to its obligations hereunder.

59.    [ ]    PERMISSIBLE TRUST AMENDMENTS (8.11). The Employer makes the following amendments to the Trust as permitted under Rev. Proc. 2011‑49, Sections 5.09 and 14.04 (Choose one or more of (a) through (c) as applicable.):

[Note: Any amendment under this Election 59 must not: (i) conflict with any Plan provision unrelated to the Trust or Trustee; or (ii) cause the Plan to violate Code §401(a). The amendment may override, add to, delete or otherwise modify the Trust provisions. Do not use this Election 59 to substitute another pre‑approved trust for the Trust. See Election 5(c) as to a substitute trust.]

(a) [ ]    Investments. The Employer amends the Trust provisions relating to Trust investments as follows:

.

(b) [ ]    Duties. The Employer amends the Trust provisions relating to Trustee (or Custodian) duties as follows:

.

(c) [ ]    Other administrative provisions. The Employer amends the other administrative provisions of the Trust as follows:

.

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Volume Submitter 401(k) Plan

TABLE I: ACTUARIAL FACTORS

UP‑1984

Without Setback

Number of years

from attained age

at the end of Plan Year until

Normal Retirement Age7.50%8.00%8.50%

0    8.458    8.196    7.949

1    7.868    7.589    7.326

2    7.319    7.027    6.752

3    6.808    6.506    6.223

4    6.333    6.024    5.736

5    5.891    5.578    5.286

6    5.480    5.165    4.872

7    5.098    4.782    4.491

8    4.742    4.428    4.139

9    4.412    4.100    3.815

10    4.104    3.796    3.516

11    3.817    3.515    3.240

12    3.551    3.255    2.986

13    3.303    3.014    2.752

14    3.073    2.790    2.537

15    2.859    2.584    2.338

16    2.659    2.392    2.155

17    2.474    2.215    1.986

18    2.301    2.051    1.831

19    2.140    1.899    1.687

20    1.991    1.758    1.555

21    1.852    1.628    1.433

22    1.723    1.508    1.321

23    1.603    1.396    1.217

24    1.491    1.293    1.122

25    1.387    1.197    1.034

26    1.290    1.108    0.953

27    1.200    1.026    0.878

28    1.116    0.950    0.810

29    1.039    0.880    0.746

30    0.966    0.814    0.688

31    0.899    0.754    0.634

32    0.836    0.698    0.584

33    0.778    0.647    0.538

34    0.723    0.599    0.496

35    0.673    0.554    0.457

36    0.626    0.513    0.422

37    0.582    0.475    0.389

38    0.542    0.440    0.358

39    0.504    0.407    0.330

40    0.469    0.377    0.304

41    0.436    0.349    0.280

42    0.406    0.323    0.258

43    0.377    0.299    0.238

44    0.351    0.277    0.219

45    0.327    0.257    0.202

Note: A Participant's Actuarial Factor under Table I is the factor corresponding to the number of years until the Participant reaches his/her Normal Retirement Age under the Plan. A Participant's age as of the end of the current Plan Year is his/her age on his/her last birthday. For any Plan Year beginning on or after the Participant's attainment of Normal Retirement Age, the factor for "zero" years applies.

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Volume Submitter 401(k) Plan

TABLE II: ADJUSTMENT TO ACTUARIAL FACTORS FOR NORMAL RETIREMENT AGE

OTHER THAN 65

UP‑1984

Without Setback

Normal Retirement Age7.50%8.00%8.50%

55    1.2242    1.2147    1.2058

56    1.2043    1.1959    1.1879

57    1.1838    1.1764    1.1694

58    1.1627    1.1563    1.1503

59    1.1411    1.1357    1.1305

60    1.1188    1.1144    1.1101

61    1.0960    1.0925    1.0891

62    1.0726    1.0700    1.0676

63    1.0488    1.0471    1.0455

64    1.0246    1.0237    1.0229

65    1.0000    1.0000    1.0000

66    0.9752    0.9760    0.9767

67    0.9502    0.9518    0.9533

68    0.9251    0.9274    0.9296

69    0.8998    0.9027    0.9055

70    0.8740    0.8776    0.8810

71    0.8478    0.8520    0.8561

72    0.8214    0.8261    0.8307

73    0.7946    0.7999    0.8049

74    0.7678    0.7735    0.7790

75    0.7409    0.7470    0.7529

76    0.7140    0.7205    0.7268

77    0.6874    0.6942    0.7008

78    0.6611    0.6682    0.6751

79    0.6349    0.6423    0.6494

80    0.6090    0.6165    0.6238

Note: Use Table II only if the Normal Retirement Age for any Participant is not 65. If a Participant's Normal Retirement Age is not 65, adjust Table I by multiplying all factors applicable to that Participant in Table I by the appropriate Table II factor.

© 2014 Wells Fargo Bank, N.A. or its suppliers

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Volume Submitter 401(k) Plan

Exhibit 4.4

ADMINISTRATIVE CHECKLIST

  January 1, 2018  

This Administrative Checklist ("AC") is not part of the Adoption Agreement or Plan but is for the use of the Plan Administrator in administering the Plan. Relius software also uses the AC and the following Supporting Forms Checklist ("SFC") in preparing the Plan's SPD and some administrative forms, such as the Loan Policy, if applicable.

The plan document preparer need not complete the AC but may find it useful to do so. The preparer may modify the AC, including adding items, without affecting reliance on the Plan's opinion or advisory letter since the AC is not part of the approved Plan. Any change to this AC is not a Plan amendment and is not subject to any Plan provision or to Applicable Law regarding the timing or form of Plan amendments. However, the Plan Administrator's administration of any AC item must be in accordance with applicable Plan terms and with Applicable Law.

The AC reflects the Plan policies and operation as of the date set forth above and may also reflect Plan policies and operation pre‑dating the specified date.

AC1.    PLAN LOANS(7.06). The Plan permits or does not permit Participant Loans as follows (Choose one of (a) or (b).):

(a)    [ ]    Does not permit.

(b)    [X]    Permitted pursuant to the Loan Policy. See SFC Election 74 to complete Loan Policy.

AC2.    PARTICIPANT DIRECTION OF INVESTMENT(7.03(B)). The Plan permits Participant direction of investment or does not permit Participant direction of investment as to some or all Accounts as follows (Choose one of (a) or (b).):

(a)    [ ]    Does not permit. The Plan does not permit Participant direction of investment of any Account.

(b)    [X]    Permitted as follows. The Plan permits Participant direction of investment. (Complete (1) through (4).):

(1) Accounts affected.(Choose a. or choose one or more of b. through f.):

a.    [X]    All Accounts.

b.    [ ]    Elective Deferral Accounts (Pre-tax and Roth) and Employee Contributions.

c.    [ ]    All Nonelective Contribution Accounts.

d.    [ ]    All Matching Contribution Accounts.

e.    [ ]    All Rollover Contribution and Transfer Accounts.

f.    [ ]    Specify Accounts:

(2) Restrictions on Participant direction (Choose one of a. or b.):

a. [X]    None. Provided the investment does not result in a prohibited transaction, give rise to UBTI, create administrative problems or violate the Plan terms or Applicable Law.

b.    [ ]    Restrictions:

(3) ERISA §404(c).(Choose one of a. or b.):

a.    [X]    Applies.

b.    [ ]    Does not apply.

(4) QDIA (Qualified Default Investment Alternative).(Choose one of a. or b.):

a.    [ ]    Applies. See SFC Election 122 for details.

b.    [ ]    Does not apply.

AC3.    ROLLOVER CONTRIBUTIONS(3.08). The Plan permits or does not permit Rollover Contributions as follows (Choose one of (a) or (b).):

(a)    [ ]    Does not permit.

(b)    [X]    Permits. Subject to approval by the Plan Administrator and as further described below (Complete (1) and (2).):

(1) Who may roll over.(Choose one of a. or b.):

a. [X]    Participants only.

b. [ ]    Eligible Employees or Participants.

(2) Sources/Types. The Plan will accept a Rollover Contribution (Choose one of a. or b.):

a. [ ]    All. From any Eligible Retirement Plan and as to all Contribution Types eligible to be rolled into this Plan.

b. [X]    Limited. Only from the following types of Eligible Retirement Plans and/or as to the following Contribution Types: From any Eligible Retirement Plan, excluding Voluntary After-Tax contributions and IRA.    .

AC4.    PLAN EXPENSES(7.04(C)). The Employer will pay or the Plan will be charged with non‑settlor Plan expenses as follows (Choose one of (a) or (b).):

(a) [ ]    Employer pays all expenses except those intrinsic to Trust assets which the Plan will pay (e.g., brokerage commissions).

(b)    [X]    Plan pays some or all non‑settlor expenses. See SFC Election 119 for details.

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Volume Submitter 401(k) Plan

AC5.    RELATED AND PARTICIPATING EMPLOYERS/MULTIPLE EMPLOYER PLAN(1.24(C)/(D)). There are or are not Related Employers and Participating Employers as follows (Complete (a) through (d).):

(a)    Related Employers.(Choose one of (1) or (2).):

(1)    [ ]    None.

(2) [X]    Name(s) of Related Employers: Western Hydro, LLC; 2M Company Inc.; Drillers Service Incorporated    

(b)    Participating (Related) Employers.(Choose one of (1) or (2).):

(1)    [ ]    None.

(2) [X]    Name(s) of Participating Employers: Western Hydro, LLC; 2M Company Inc.; Drillers Service Incorporated     See SFC Election 76 for details.

(c)    Former Participating Employers.(Choose one of (1) or (2).):

(1)    [X]    None.

(2)    [ ]    Applies.

Name(s)    Date of cessation

(d)    Multiple Employer Plan status.(Choose one of (1) or (2).):

(1)    [X]    Does not apply.

(2) [ ]    Applies. The Signatory Employer is the Lead Employer and at least one Participating Employer is not a Related Employer. (Complete a.)

a. Name(s) of Participating Employers (other than Related Employers described above): . See SFC Election 76 for details.

AC6.    TOP‑HEAVY MINIMUM‑MULTIPLE PLANS(10.03). If the Employer maintains another plan, this Plan provides that the Plan Administrator operationally will determine in which plan the Employer will satisfy the Top‑Heavy Minimum Contribution (or benefit) requirement as to Non‑Key Employees who participate in such plans and who are entitled to a Top‑Heavy Minimum Contribution (or benefit). This Election documents the Plan Administrator's operational election. (Choose (a) or choose one of (b) or (c).):

(a)    [X]    Does not apply.

(b)    [ ]    If only another Defined Contribution Plan. Make the Top‑Heavy Minimum Allocation (Choose one of (1) or (2).):

(1) [ ]To this Plan.

(2) [ ]    To another Defined Contribution Plan: (plan name)

(c) [ ]    If one or more Defined Benefit Plans. Make the Top‑Heavy Minimum Allocation or provide the top‑heavy minimum benefit (Choose one of (1), (2), or (3).):

(1) [ ]    To this Plan. Increase the Top‑Heavy Minimum Allocation to 5%.

(2) [ ]    To another Defined Contribution Plan. Increase the Top‑Heavy Minimum Allocation to 5% and provide under the: (name of other Defined Contribution Plan).

(3) [ ]    To a Defined Benefit Plan. Provide the 2% top‑heavy minimum benefit under the: (name of Defined Benefit Plan) and applying the following interest rate and mortality assumptions: .

AC7.    SELF‑EMPLOYED PARTICIPANTS(1.22(A)). One or more self‑employed Participants with Earned Income benefits in the Plan as follows (Choose one of (a) or (b).):

(a)    [X]    None.

(b)    [ ]    Applies.

AC8.    PROTECTED BENEFITS(11.02(C)). The following Protected Benefits no longer apply to all Participants or do not apply to designated amounts/Participants as indicated, having been eliminated by a Plan amendment (Choose one of (a) or (b).):

(a)    [ ]    Does not apply. No Protected Benefits have been eliminated.

(b) [X]    Applies. Protected Benefits have been eliminated as follows (Choose one or more of rows (1) through (4) as applicable. Choose one of columns (1), (2), or (3), and complete column (4).):

	(1) All Participants/ Accounts	(2) Post‑E.D. Contribution Accounts only	(3) Post‑E.D. Participants only	(4) Effective Date (E.D.)
(1) [ ] QJSA/QPSA distributions	[ ]	[ ]	[ ]
(2) [ ] Installment distributions	[ ]	[ ]	[ ]
(3) [ ] In‑kind distributions	[ ]	[ ]	[ ]

(4) [X]    Specify: 2M Company Normal Retirment Age is Age 60 if hired prior to July 1, 2015.    

AC9.    LIFE INSURANCE(9.01). The Trust invests or does not invest in life insurance Contracts as follows (Choose one of (a) or (b).):

(a)    [X]    Does not apply.

(b)    [ ]    Applies. Subject to the limitations and other provisions in Article IX and/or Appendix B.

© 2014 Wells Fargo Bank, N.A. or its suppliers

2

Volume Submitter 401(k) Plan

AC10.    DISTRIBUTION OF CASH OR PROPERTY(8.04). The Plan provides for distribution in the form of (Choose one of (a) or (b).):

(a)    [ ]    Cash only. Except where property distribution is required or permitted under Section 8.04.

(b)    [X]    Cash or property. At the distributee's election and consistent with any Plan Administrator policy under Section 8.04.

AC11.    EMPLOYER SECURITIES/EMPLOYER REAL PROPERTY(8.02(A)(13)). The Trust invests or does not invest in qualifying Employer securities and/or qualifying Employer real property as follows (Choose one of (a) or (b).):

(a)    [ ]    Does not apply.

(b)    [X]    Applies. Such investments are subject to the limitations of Section 8.02(A)(13) and/or Appendix B.

© 2014 Wells Fargo Bank, N.A. or its suppliers

3

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 1, 2017, relating to the consolidated financial statements and financial statement schedule of Franklin Electric Co., Inc. and subsidiaries, and the effectiveness of Franklin Electric Co., Inc. and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of Franklin Electric Co., Inc. for the year ended December 31, 2016.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois

December 22, 2017