the Participant, such directions shall be followed and no fiduciary with respect to the Plan shall be liable or

responsible in any way for any losses, breach of fiduciary duty, or unfavorable results arising from such

directions. If a Participant fails to make an election under this subsection, he shall be deemed to have directed

his Plan Accounts to be invested in the "default fund" designated by the Benefit Funds Committee. bh. Benefit Funds Committee. The Benefit Funds Committee is the committee formed by resolution of the Board of

Directors of the Sponsor. Pursuant to that resolution, the Benefit Funds Committee, or its duly authorized

designee, shall have responsibility and authority to ensure the proper operation and management of the financial

aspects of the Plan, including responsibility for those Plan financial matters identified in this Section 6.4(b)

and other Plan financial matters that may be identified from time to time by the Corporate Treasurer. In addition

to all other powers and duties set forth herein, the Benefit Funds Committee shall have all necessary power and

authority to accomplish its duties under the Plan, including but not limited to, the discretionary power to: 39. establish and amend an investment policy, including appropriate investment objectives and asset allocation targets; 40. appoint a Trustee or Trustees and investment advisors or managers (collectively, "Asset Managers"); 41. review the manner in which Plan assets are invested, monitor the performance of Asset Managers, and remove and

replace Asset Managers, as necessary; 42. take all necessary steps to ensure compliance with Section 404(c) of ERISA and the U.S. Department of Labor

Regulations issued thereunder and direct the Administrator, as necessary, to ensure that investment

elections are properly processed and the disclosures required under Section 404(c) of ERISA are properly furnished; 6. retain service providers, consultants, and professional advisors, as necessary to assist in the fulfillment of its

duties under the Plan; and 43. do all other acts which the Benefit Funds Committee deems necessary and proper to accomplish and implement its

responsibilities under the Plan.

The Benefit Funds Committee shall have the discretionary authority to establish reasonable rules and procedures to carry out its responsibilities under the Plan, which may include adopting its own charter and/or other operating guidelines. The Committee may delegate all or some of its duties and responsibilities.

c. Company Shares Fund. 44. General Rule. Pursuant to Section 6.4(a), the Company Shares Fund shall be an investment fund made available to

Participants hereunder. Participants may elect to have a portion or all of their Accounts invested by the Trustee

in the Company Shares Fund. 45. Company Shares Fund Defined. The Company Shares Fund is an investment fund made available to Participants pursuant

to Section 6.4(a) that invests exclusively in Company Shares, except that a portion of the Company Shares Fund

shall be invested in cash and/or cash equivalent investments chosen by the Benefit Funds Committee in order to

provide liquidity for the operation of the Company Shares Fund. If and to the extent that the cash and/or cash

equivalent portion of the Company Shares Fund falls below one percent (1.0%) or rises above one and one-half

percent (1.5%) of the total asset value of the Company Shares Fund, the Benefit Funds Committee shall promptly

direct the Trustee to purchase or liquidate Company Shares as necessary to restore the cash and/or cash equivalents

portion of the Company Shares Fund within one percent (1.0%) and one and one-half percent (1.5%) of the total asset

value of such fund. 46. Acquisition and Valuation of Company Shares. Company shares contributed by the Sponsor shall be re-issued shares

from the Sponsor's treasury or newly issued shares. Company Shares purchased by the Trustee shall be previously

issued shares, re-issued shares from the Sponsor's treasury or newly issued shares. Company Shares purchased by the

Trustee shall be purchased from any source (including the Sponsor) at such times and in such manner as shall be

determined by the Trustee in its sole discretion. Newly issued shares or shares re-issued from the Sponsor's

treasury that are contributed by the Sponsor or sold by the Sponsor shall be priced at the closing price for

Company Shares on the

New York Stock Exchange on the date of purchase or contribution, as applicable. Company Shares purchased from any source (including the Sponsor) shall be charged to the Accounts of Participants at the average price per share paid by the Trustee for such shares (excluding brokerage commissions, transfer taxes, and other costs of purchase). For purposes of valuing interests in the Company Shares Fund and/or charges therefore to Participants' Accounts, the Benefit Funds Committee may establish such rules as it deems appropriate and also may adjust the average price per share as may be necessary to reflect appropriately the effect of any stock dividend, stock split, subdivision, reclassification, combination or other event affecting Company Shares held or acquired hereunder.

4. Dividends, Stock Splits, Etc. Cash dividends and cash proceeds received by the Trustee in any month with respect to Company Shares held in the Accounts of Participants shall be credited to such Accounts and invested in the Company Shares Fund in the manner as provided in Section 6.4(c). Company Shares received by the Trustee as a stock dividend or because of a stock split, recapitalization or the like, as well as rights, warrants and options, if any, issued with respect to Company Shares, shall be allocated to Company Shares to which they appertain.

d. Self-Directed Brokerage Account. 47. General Rule. Pursuant to Section 6.4(a), the self-directed brokerage account ("SDBA") shall be an investment

alternative made available to Participants hereunder. Participants may elect to have a portion of their Accounts

invested by the Trustee in the SDBA. 48. SDBA Defined. The SDBA is an investment alternative made available to Participants pursuant to Section 6.4(a) that

permits a Participant to invest in individual securities through a separate brokerage account in accordance with

investment directions provided by such Participant, subject to and in accordance with, the following provisions: x. At the direction of the Participant, the Trustee shall purchase securities, excluding securities of the Sponsor and

its Affiliates, options, bulletin board and pink sheet stocks, private placements, municipal bonds, margin trading,

short-sales, precious metals and securities traded on non-United States securities exchanges, as described herein

or sell the securities previously purchased through the SDBA. Such securities shall include mutual funds,

individual company stocks, exchange-traded funds and individual fixed income securities. xi. The Benefit Funds Committee shall designate the self-directed brokerage account provider for purposes of this

Section 6.4(d). iii. The trading authority that a Participant may exercise over the brokerage account may be limited and other

restrictions or limitations on the account may be imposed as necessary to comply with the requirements of the

designated brokerage account provider. xii. The Participant shall at all times be considered the owner of the brokerage account for purposes of receiving and

responding to all materials associated with such brokerage account, including but not limited to trade

confirmations, account statements, prospectuses, annual reports, proxies and other materials. The Participant shall

have the authority to direct the exercise of all shareholder rights attributable to any securities held in such

account.

e. Investment Direction Re-solicitation. At any time and for any reason, the

Administrator may re-solicit a Participant to direct the investment of his Account from among various investment funds and other alternative arrangements that are designated from time to time by the Benefit Funds Committee, as described in more detail in Section 6.4(a). If the Participant does not respond to such re-solicitation in the manner proscribed in the communication of such re-solicitation, any prior direction under Section 6.4(a) shall be null and void and the Participant shall be deemed to have failed to make an investment election under the Plan. Accordingly, as provided under Section 6.4(a), the Participant shall be deemed to have directed his Account to be invested in the "default fund" designated by the Benefit Funds Committee.

ARTICLE VII VESTING

7.1 Non-elective Contributions Account. A Participant shall vest in his Non-elective

Contributions Account under the following schedule; provided, however, that a Participant shall become fully vested upon attainment of Normal Retirement Age or if he dies or becomes Totally and Permanently Disabled: (a) while actively employed by the Employer or an Affiliate or (b) while performing Qualified Military Service:

Full Years of Vesting Service Nonforfeitable Percentage

0, but less than 3 0 percent

3 or more 100 percent

7.2 EIP Part 1 Account. A Participant shall at all times be fully vested in the assets of

his participant accounts under the EIP Part 1 Account. A participant who performs at least one hour of service for the Employer on or after January 1, 2003 shall at all times be fully vested in the assets of his employer accounts under the EIP Part 1 Account. If a participant has one hour of service for the

35

Employer on or after December 1, 2002 and no hours of service on or after January 1, 2003, the Participant shall vest in his employer accounts under the EIP Part Account under the following schedule:

Full Years of Vesting Service Nonforfeitable Percentage

0, but less than 3 0 percent

3 or more 100 percent

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February 18, 2021 15:01 ET (20:01 GMT)