PepsiAmericas, Inc. Salaried 401(k) Plan

Exhibit 4.8

PepsiAmericas, Inc.

Salaried 401(k) Plan

(As Amended and Restated Effective January 1, 2005)

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ARTICLE I

DEFINITIONS

The following sections of this Article I provide basic definitions of terms used throughout the Plan, and whenever used herein in a capitalized form, except as otherwise expressly provided, the terms shall be deemed to have the following meanings:

1.01        “Accounting Period” means the periods designated by the Administrator with respect to each Investment Fund, not to exceed one year in duration.

1.02        “Accounts” means the record of a Participant’s interest in the Plan’s assets represented by his or her:

(a)           “Catch-Up Account” which means a Participant’s interest in the Plan’s assets composed of Catch-up Contributions allocated on or after July 1, 2002 to the Participant under the Plan, plus all income and gains credited to, and minus all losses, expenses, withdrawals and distributions charged to, such Account.

(b)           “ESOP Account” which means a Participant’s interest in the Plan’s assets composed of the amount allocated under the Plan, as of the Effective Date, if any (as identified by the Administrator), including amounts allocated from the ▇▇▇▇▇▇▇ Employee Stock Ownership Plan, if any, which continue to be accounted for under the Plan consistent with the former provisions of the Plan (as identified by the Administrator), plus all income and gains credited to, and minus all losses, expenses, withdrawals and distributions charged to, such Account.

(c)           “Former Matching Contribution Account” which means a Participant’s interest in the Plan’s assets composed of the amount allocated under the Plan prior to January 1, 1994, if any (as identified by the Administrator), plus all income and gains credited to, and minus all losses, expenses, withdrawals and distributions charged to, such Account.

(d)           “Matching Account” which means a Participant’s interest in the Plan’s assets composed of Matching Contributions allocated on or after January 1, 1994 and Pay Based Contributions allocated on and after January 1, 2002 to the Participant under the Plan, the amount allocated under the Plan as of the Effective Date, if any (as identified by the Administrator), including an amount allocated from the ▇▇▇ Gen Ltd. Profit Sharing Plan, if any, which continues to be accounted for under the Plan (as identified by the Administrator), plus all income and gains credited to, and minus all losses, expenses, withdrawals and distributions charged to, such Account.

(e)           “Pay Based Account” which means a Participant’s interest in the Plan’s assets composed of Pay Based Contributions allocated on or after the

Effective Date to the Participant under the Plan, the amount allocated under the Plan as of the Effective Date, if any (as identified by the Administrator), including an amount allocated from the ▇▇▇ Gen Ltd. Profit Sharing Plan, if any, which continues to be accounted for under the Plan (as identified by the Administrator), plus all income and gains credited to, and minus all losses, expenses, withdrawals and distributions charged to, such Account.

(f)            “Post-Tax Account” which means a Participant’s interest in the Plan’s assets composed of post-tax contributions made prior to the Effective Date, an amount allocated from the ▇▇▇ Gen Ltd. Profit Sharing Plan, if any, which continues to be accounted for under the Plan (as identified by the Administrator), plus all income and gains credited to, and minus all losses, expenses, withdrawals and distributions charged to, such Account.

(g)           “Pre-Tax Account” which means a Participant’s interest in the Plan’s assets composed of Pre-Tax Contributions allocated on or after the Effective Date to the Participant under the Plan, the amount allocated under the Plan as of the Effective Date, if any (as identified by the Administrator), including an amount allocated from the Pepsi-Cola General Bottling Company of Oshkosh, Inc. and Beverage Bottlers Inc. 401(k) Plan, if any, including an amount allocated from the ▇▇▇ Gen Ltd. Profit Sharing Plan, if any, and an amount allocated from the Pepsi-Co Long Term Savings Program, if any, which continues to be accounted for under the Plan (as identified by the Administrator), plus all income and gains credited to, and minus all losses, expenses, withdrawals and distributions charged to, such Account.

(h)           “QVEC Account” which means a Participant’s interest in the Plan’s assets composed of the amount allocated under the Plan as of the Effective Date, if any (as identified by the Administrator), including an amount allocated from the ▇▇▇ Gen Ltd. Profit Sharing Plan, if any, which continues to be accounted for under the Plan (as identified by the Administrator), plus all income and gains credited to, and minus all losses, expenses, withdrawals and distributions charged to, such Account.

(i)            “Rollover Account” which means a Participant’s interest in the Plan’s assets composed of Rollover Contributions allocated on or after the Effective Date to the Participant under the Plan, the amount allocated under the Plan as of the Effective Date, if any (as identified by the Administrator), including an amount allocated from the ▇▇▇ Gen Ltd. Profit Sharing Plan, if any, which continues to be accounted for under the Plan (as identified by the Administrator), plus all income and gains credited to, and minus all losses, expenses, withdrawals and distributions charged to, such Account.

(j)            “Special Account” which means a Participant’s interest in the Plan’s assets composed of Special Contributions allocated on or after the Effective Date to the Participant under the Plan, the amount allocated under the Plan as of the Effective Date, if any (as identified by the Administrator), including

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an amount allocated from the ▇▇▇ Gen Ltd. Profit Sharing Plan, if any, which continues to be accounted for under the Plan (as identified by the Administrator), plus all income and gains credited to, and minus all losses, expenses, withdrawals and distributions charged to, such Account.

(k)           “TRASOP Account” which means a Participant’s interest in the Plan’s assets composed of the amount allocated under the Plan as of the Effective Date, if any (as identified by the Administrator), including amounts allocated from the ▇▇▇▇▇▇▇ Corporation Tax Reduction Act Stock Ownership Plan, if any, which continue to be accounted for under the Plan consistent with the former provisions of the Plan (as identified by the Administrator), plus all income and gains credited to, and minus all losses, expenses, withdrawals and distributions charged to, such Account.

With respect to an Alternate Payee or Beneficiary, references to Accounts will be deemed to be references to all or that portion of a Participant’s Catch-up Account, ESOP Account, Former Matching Contribution Account, Matching Account, Pay Based Account, Post-Tax Account, Pre-Tax Account, QVEC Account, Rollover Account, Special Account and TRASOP Account which, under the terms of the Plan, has been allocated to an Account maintained for such Alternate Payee or Beneficiary, plus all income and gains credited to, and minus all losses, expenses and withdrawals charged to, such Account.  References herein to Accounts will also be deemed to include each of a Participant’s Accounts and references herein to an Account will be deemed to include any or each of the Participant’s Accounts.

Effective on and after August 5, 1999, a Participant’s Accounts will be reduced by the amounts allowed under Sections 401(a)(13)(C) and (D) of the Code for crimes against the Plan.

Notwithstanding the above, each of the Accounts for each Hussmann Participant and Midas Participant shall be reduced to zero effective as of the date of transfer of liabilities and assets of such Accounts to the Hussmann Plan and Midas Plan, respectively.

1.03        “Accrued Benefit” means the shares or units held in or posted to Accounts on the Settlement Date in accordance with the terms of this Plan, including any applicable Administrative Services Agreement.

1.04        “Administrative Committee” means the committee appointed pursuant to the terms of the Plan to manage and control the operation and administration of the Plan.  Administrative Committee means the committee appointed pursuant to the terms of the Plan and Trust as the Named Fiduciary for the investment of Plan assets in the Trust.  The Management Committee has assumed the responsibilities of the Administrative Committee.

1.05        “Administrative Services Agreement” means a contractual arrangement with, or if no separate contractual arrangement exists, that portion of an

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Insurance Contract Arrangement with, a Trustee, Named Fiduciary or a Contract Administrator which describes the services to be rendered by the Trustee, Named Fiduciary or Contract Administrator to or on behalf of the Plan and which Administrative Services Agreement is incorporated into and made a part of the Plan.

1.06        “Administrator” means the Senior Vice-President-Human Resources of PepsiAmericas, Inc., or any person who shall succeed to the functional responsibilities of said office.  The Administrator shall manage and control the operation and administration of the Plan.

1.07        “Alternate Payee” means an individual who is entitled to all or a portion of a Participant’s Account pursuant to a QDRO.

1.08        “Appendix” means a written supplement attached to this Plan and made a part hereof which has been added in accordance with the provisions of the Plan.

1.09        “Authorized Leave of Absence” means an absence, with or without Compensation, authorized on a nondiscriminatory basis by a Commonly Controlled Entity under its standard personnel practices applicable to the Employee, including any period of time during which such person is covered by a short-term disability plan of his or her Employer.  An Employee who leaves the service of a Commonly Controlled Entity to enter the Armed Forces of the United States of America and who reenters the service of the Commonly Controlled Entity with reemployment rights under any statute granting reemployment rights to persons in the Armed Forces shall be deemed to have been on an Authorized Leave of Absence.  The date that an Employee’s Authorized Leave of Absence ends shall be determined in accordance with the personnel policies of such Commonly Controlled Entity, which ending date shall be no earlier than the date that the Authorized Leave of Absence is scheduled to end, unless the Employee communicates to such Commonly Controlled Entity that he or she is to have a Termination of Employment as of an earlier date.

1.10        “Beneficiary” means any person designated by a Participant (or a Beneficiary of a Participant) to receive any benefits which shall be payable with respect to the death of a Participant under the Plan or as a result of a QDRO.

1.11        “Board of Directors” means the board of directors of the Company.

1.12        “Business Day” means any day or part of a day on which the New York Stock Exchange and the Trustee are open for business.

1.13        “CEO” means the Chief Executive Officer of the Company.

1.14        “Change Date” means the one or more dates during the Plan Year designated by the Administrator as the dates available for implementing or changing a Participant’s Contribution Election.

1.15        “Commonly Controlled Entity” means: (1) an Employer and any corporation, trade or business, but only for so long as it and the Employer are members

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of a controlled group of corporations as defined in Section 414(b) of the Code or under common control as defined in Section 414(c) of the Code; provided, however, that solely for purposes of the limitations of Section 415 of the Code, the standard of control under Sections 414(b) and 414(c) of the Code shall be deemed to be “more than 50%” rather than “at least 80%;” (2) an Employer and an organization, but only for so long as it and the Employer are, on and after the Effective Date, members of an affiliated service group as defined in Section 414(m) of the Code; (3) an Employer and an organization, but only for so long as the employees of it and the Employer are required to be aggregated, on and after the Effective Date, under Section 414(o) of the Code; or (4) any other organization designated as such by the Senior Vice President.

1.16        “Company” means PepsiAmericas, Inc. or any successor corporation by merger, consolidation, purchase or otherwise which elects to adopt the Plan and the Trust.

1.17        “Company Stock” means common stock issued by PepsiAmericas, Inc.

1.18        “Compensation” means:

(a)           for purposes of allocating Contributions and for purposes of applying Section 415 of the Code to the Plan and its Participants for any limitation year, such compensation, as determined by the Administrator and satisfying the definition of compensation under Section 415 of the Code (within the meaning of Treasury Regulation 1.415-2(d)(2) and (3)); provided however, for purposes of allocating Contributions, a car allowance paid to an HCE shall be excluded;

(b)           for any determination period with respect to an applicable provision of the Code other than Section 415, such compensation from a Commonly Controlled Entity, as determined by the Administrator, and which satisfies the requirements of Section 414(s) of the Code; and

(c)           For purposes of the definition of “Compensation” hereunder:

(1)           an amount included in an individual’s final paycheck for employment as an Eligible Employee will be treated as if it were paid to an Eligible Employee, if it paid during a Plan Year in which the individual is an Eligible Employee, even though, on the date he receives the paycheck, the individual no longer is an Eligible Employee;

(2)           an amount that should have been paid in a manner that met the requirements imposed by this Section 1.18 (as modified by subsection (c)(1), above), but that was mistakenly paid in a different manner, will be treated as meeting the requirements imposed by this Section 1.18;

(3)           all amounts paid in settlement (including, but not limited to, amounts paid for front and back pay and emotional distress) to an Eligible Employee will be excluded from the definition of “Compensation” hereunder unless otherwise ordered pursuant to the final decision of the presiding court,

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arbitrator, or administrative agency after all available appeals have been exhausted; and

(4)           if it is not entirely clear whether an item of remuneration meets the requirements of subsection (c)(2) or (c)(3), above, the Administrator, in his or her sole discretion, will determine whether the item meets the requirements of such subsection (c)(2) or (c)(3), above.

(d)           In addition to other applicable limitations that may be set forth in the Plan, and notwithstanding any other contrary provision of the Plan, annual Compensation taken into account under the Plan for the purpose of calculating the Contributions to the Plan by or in respect of a Participant for any Plan Year will not exceed the applicable compensation limit under Section 401(a)(17) of the Code, as adjusted.

For purposes of the definition of Compensation under this Section 1.18, amounts under Section 125 of the Code include any amounts not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that such Participant has other health coverage. An amount will be treated as an amount under Section 125 of the Code only if the Employer does not request or collect information regarding the Participant’s other health coverage as part of the enrollment process for the health plan

1.19        “Computation Period” means with respect to Eligibility Service, the twelve (12) consecutive month period commencing with an Employee’s Employment Date and the Plan Year which includes the first anniversary of the Employment Date and each subsequent Plan Year.

1.20        “Contract Administrator” means each individual and entity designated by the Senior Vice President or a Named Fiduciary, pursuant to this Plan, to render services to the Plan or Trust as a Fiduciary.

1.21        “Contributions” means amounts contributed to the Plan by the Employer or an Eligible Employee.  Specific types of contributions include:

(a)           Catch-Up.  An amount of Contributions for a Plan Year (prior to the application of this Section 1.21(a)) pursuant to a Participant’s Contribution Election which exceeds the lowest of the following three amounts for such Plan Year: (i) the maximum actual deferral percentage described in Section 13.02 multiplied by the Participant’s Compensation; (ii) the percentage limitation on Pre-Tax Contributions described in Section 3.01(a) multiplied by the Participant’s Compensation, or (iii) the Contribution Dollar Limit or other limit contained in the Code on annual additions permitted to be made under the Plan (without regard to Section 414(v) of the Code), provided, however, that the amount of Catch-up Contributions added to the account of any Participant for a Plan Year under this Plan or under any similar provision of any other plan maintained by the Company or a Commonly Controlled Entity may not exceed the applicable dollar limit described in Section 414(v)(2)(B)(i) of the Code, as adjusted in accordance with Section 414(v)(2)(C) of the Code. The determination as to

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whether the Contributions made on behalf of a Participant exceed one of the limitations described in the preceding sentence shall be determined as of the last day of such Plan Year, and any portion of such Contributions determined to be Catch-up Contributions shall be allocated to the Participant’s Catch-up Account as of the last day of such Plan Year. Contributions made on behalf of a Participant pursuant to Section 3.01(d) which do not exceed one of the limitations described in the first sentence of this Section 1.21(a) shall be treated as Pre-Tax Contributions. Catch-up Contributions shall not be taken into account in applying the limits described in Sections 13.01, 13.02, 13.05, 13.07, 13.08, Article XIX, or Section 414(v) of the Code.

(b)           “Matching”.  An amount contributed by the Employer based upon the amount contributed by the eligible Participant.

(c)           “Pay Based”.  An amount contributed by the Employer and allocated on a pay based formula to eligible Participants’ Accounts.

(d)           “Pre-Tax”.  An amount contributed on a pre-tax basis in conjunction with a Participant’s Code Section 401(k) salary deferral agreement.

(e)           “Rollover”.  An amount contributed as a Rollover Contribution.

(f)            “Special”.  An amount contributed by the Employer to avoid prohibited discrimination under Section 401(a)(4) of the Code.  Also known as QNEC Contributions.

1.22        “Contribution Dollar Limit” means the annual limit imposed on each Participant pursuant to Section 402(g) of the Code (as indexed for cost of living adjustments pursuant to Sections 402(g)(5) and 415(d) of the Code).

1.23        “Contribution Election” or “Election” means the election made by a Participant to reduce his or her Compensation by an amount equal to the product of his or her Contribution Percentage and such Compensation from the Employer subject to the Contribution Election.

1.24        “Contribution Percentage” means the whole integer percentage of a Participant’s Compensation which is to be contributed to the Plan by his or her Employer as a Contribution.

1.25        “Conversion Election” means an election by a Participant to change the investment of all or some specified portion of such Participant’s Accounts by voice response to the telephone number provided by the Named Fiduciary to whom it is spoken, or on such form that may be required by the Named Fiduciary to whom it is delivered.  No Conversion Election shall be deemed to have been given to the Named Fiduciary unless it is complete and delivered in accordance with the procedures established by such Named Fiduciary for this purpose.

1.26        “Custodial Agreement” means the Trust Agreement or an insurance contract to provide for the holding of the assets of the Plan.

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1.27        “Custodian” means the Trustee or an insurance company if the contract issued by such company is not held by the Trustee.

1.28        “Direct Rollover” means a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

1.29        “Disability” or “Disabled” means the Participant is disabled for purposes of the Employer’s long term disability plan.

1.30        “Distributee” includes an Employee or former Employee.  In addition, the Employee’s or former Employee’s surviving Spouse and the Employee’s or former Employee’s Spouse or former Spouse who is the Alternate Payee under a QDRO are Distributees with regard to the interest of the Spouse or former Spouse.

1.31        “Effective Date” means January 1, 2005, the date upon which the provisions of this document become effective.  In general, the provisions of this document only apply to Participants who are Employees on or after the Effective Date.  However, investment and distribution provisions apply to all Participants with Account balances to be invested or distributed after the Effective Date.

1.32        “Elective Deferral” means amounts subject to the Contribution Dollar Limit.

1.33        “Eligible Employee” means, an Employee of the Employer who meets the eligibility requirements of Section 2.01 (including an Employee on an Authorized Leave of Absence) and who is paid on the basis of an annual salary and is exempt from overtime, or is a clerical or other office employee paid on an hourly basis, excluding the following:

(a)           an Employee who is a member of a group of Employees represented by a collective bargaining representative, unless a currently effective collective bargaining agreement between his or her Employer and the collective bargaining representative of the group of Employees of which he or she is a member provides for coverage by the Plan;

(b)           any person who is considered an Employee solely because of the application of Section 414 of the Code;

(c)           any person who is not a U.S. citizen or resident alien;

(d)           effective January 1, 1992, any Employee who is eligible to participate in the ▇▇▇▇▇▇▇ Management Incentive Compensation Plan (“MIC Plan”) at any time during the Plan Year which begins on or after the date such Employee is designated by an Employer as being eligible for such MIC Plan; except that, effective as of May 21, 1999: (1) a person who becomes an Employee as the result of the merger of ▇▇▇▇▇▇▇ Corporation and Heartland Territories Holdings, Inc. shall not be subject to this restriction and shall not, therefore, fail to be an Eligible Employee as a consequence of being eligible for the MIC Plan, and (2) with respect to an Employee of Pepsi-Cola

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General Bottlers, Inc. (or any subsidiary thereof), this restriction shall lapse in its entirety on the last day of 1999 so that, as of January 1, 2000, no Employee of Pepsi-Cola General Bottlers, Inc. (or any subsidiary thereof) shall fail to be an Eligible Employee as a consequence of being eligible for the MIC Plan.;

(e)           any person who is a temporary employee;

(f)            an individual employed pursuant to an agreement providing that the individual is not eligible to participate in the Plan;

(g)           an individual who is not contemporaneously classified as an Employee for purposes of the Employer’s payroll system.  In the event any such individual is reclassified as an Employee for any purpose, including, without limitation, as a common law or statutory employee, by any action of any third party, including, without limitation, any government agency, or as a result of any private lawsuit, action, or administrative proceeding, such individual will, notwithstanding such reclassification, remain ineligible for participation hereunder and will not be considered an Eligible Employee.  In addition to and not in derogation of the foregoing, the exclusive means for an individual who is not contemporaneously classified as an Employee of the Employer on the Employer’s payroll system to become eligible to participate in this Plan is through an amendment to this Plan which specifically renders such individual eligible for participation hereunder;

(h)           an Employee whose basic compensation for services on behalf of an Employer is not paid directly by an Employer;

(i)            an Employee who is making contributions to or receiving an employer contribution under any other tax-qualified defined contribution pension plan that is sponsored by any Commonly Controlled Entity and that provides for before-tax or after-tax contributions;

(j)            an Employee who is eligible to participate in any other qualified retirement savings plan in which the Employer participates; and

(k)           an individual who is incarcerated and is on a work release program.

1.34        “Eligibility Service” means the sum of an Employee’s Years of Service.

1.35        “Eligible Retirement Plan” means an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, an eligible deferred compensation plan described in Section 457(b) of the Code which is maintained by an eligible employer described in Section 457(e)(1)(A) of the Code (but, only if such employer agrees to separately account for amounts transferred into such plan from the Plan), an annuity contract described in Section 403(b) of the Code, or a qualified trust described in Section 401(a) of the Code which accepts a Distributee’s Eligible Rollover Distribution. This definition of Eligible Retirement Plan will also apply to in the case of a distribution to a surviving Spouse, or to a Spouse or former Spouse who is the Alternate Payee under a QDRO.

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1.36        “Eligible Rollover Distribution” means any distribution of all or any portion of the balance to the credit of a Distributee, except that an Eligible Rollover Distribution does not include any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated Beneficiary, or for a specified period of 10 years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; or any hardship withdrawal, whether described in Section 401(k)(2)(B) of the Code and the regulations promulgated thereunder or otherwise. The portion of a distribution which consists of post-tax contributions which are not includible in gross income may be transferred only in a trustee-to-trustee transfer and may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.

1.37        “Employee” means any person who renders services as a common law employee to a Commonly Controlled Entity or is on an Authorized Leave of Absence, including the period of time before which the trade or business became a Commonly Controlled Entity, but excluding the period of time after which it ceases to be a Commonly Controlled Entity.  No person who was hired through a temporary agency (including but not limited to any leased Employee) shall be considered an Employee and no person, the terms of whose services are governed by an independent contractor or consulting agreement with an Employer, shall be considered an Employee except to the extent explicitly provided to the contrary in such agreement; provided, however, any individual considered an Employee of a Commonly Controlled Entity under Section 414(n) of the Code shall be deemed employed by the Commonly Controlled Entity for which the individual performed services.

1.38        “Employer” means the Company and any Commonly Controlled Entity which has adopted the Plan; provided, that an entity will cease to be an Employer when it ceases to be a Commonly Controlled Entity; provided further, ▇▇▇▇▇▇▇▇ and Midas will cease to be an Employer effective January 1, 1998.

1.39        “Employment Date” means the day an Employee first earns an Hour of Service.

1.40        “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.  Reference to any specific Section shall include such Section, any valid regulation promulgated thereunder, and any comparable provision of any future legislation amending, supplementing or superseding such Section.

1.41        “Fiduciary” means: (a) any individual or entity who performs a Fiduciary function under the Plan as defined in accordance with Section 3(21) of ERISA; (b) such individual or entity which the Senior Vice President, acting on behalf of the Company, designates to be a Named Fiduciary with respect to such person’s authority to control

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and manage the operation and administration of the Plan or Trust; or (c) such individual or entity which a Named Fiduciary, acting on behalf of the Plan, designates to be a Fiduciary with respect to such person’s authority to control and manage the operation and administration of the Plan or Trust.

1.42        “Highly Compensated Eligible Employee” or “HCE” means an Eligible Employee who is a “highly compensated employee” within the meaning of Section 414(q) of the Code (determined as if the election described in Section 414(q)(1)(B)(ii) of the Code has not been made), the provisions of which are incorporated herein by reference.

1.43        “Hour of Service” means, as it applies to Computation Periods, each hour for which an Employee is entitled to:

(a)           payment for the performance of duties for any Commonly Controlled Entity;

(b)           payment from any Commonly Controlled Entity for any period during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, sickness, incapacity (including disability), layoff, leave of absence, jury duty or military service;

(c)           back pay, irrespective of mitigation of damages, by award or agreement with any Commonly Controlled Entity (and these hours shall be credited to the period to which the agreement pertains); or

(d)           no payment, but is on an Authorized Leave of Absence (and these hours shall be based upon his or her normally scheduled hours per week or a 40 hour week if there is no regular schedule).

The crediting of hours shall be made in accordance with Department of Labor Regulation Sections 2530.200b-2 and 3.  An equivalent number of hours shall be credited for each payroll period in which the full-time Employee would be credited with at least 1 hour.  The payroll period equivalencies are 190 hours monthly.

With respect to a person who becomes an Employee as the result of the merger of ▇▇▇▇▇▇▇ Corporation and Heartland Territories Holdings, Inc., Hours of Service shall include each hour which would have been an Hour of Service prior to May 21, 1999, if Commonly Controlled Entity was determined by reference to include Heartland Territories Holdings, Inc. rather than the Company.

1.44        “Hussmann” means Hussmann Corporation or a subsidiary of Hussmann Corporation.

1.45        “Hussmann Participant” means a person who: (1) has a balance in one or more of the Accounts or had accrued a right to have a balance in one or more of the Accounts; and (2) is an Employee of Hussmann or a person whose last employment

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with a Commonly Controlled Entity was with ▇▇▇▇▇▇▇▇, or a Beneficiary of either such person.

1.46        “Hussmann Plan” means the Hussmann Corporation Retirement Savings Plan for Salaried Employees.

1.47        “Insurance Contract Arrangement” means a contractual arrangement of one or more contracts with an entity, whether or not subject to the applicable regulations of a State regarding reserve requirements, which assumes the risk of payment of a Benefit primarily from its assets and which Insurance Contract Arrangement is incorporated and made a part of this Plan, but only to the extent it is specifically referred to herein and is not inconsistent with the terms and provisions of this Plan.

1.48        “Internal Revenue Code” or “Code” means the Internal Revenue Code of 1986, as amended, any subsequent Internal Revenue Code and final Treasury Regulations.  If there is a subsequent Internal Revenue Code, any references herein to Internal Revenue Code Sections shall be deemed to refer to comparable Sections of any subsequent Internal Revenue Code.

1.49        “Investment Election” means an election by which a Participant directs the investment of his or her Contributions by voice response to the telephone number provided by the Named Fiduciary to whom it is spoken, or on such form that may be required by the Named Fiduciary to whom it is delivered.  No Investment Election shall be deemed to have been given to the Named Fiduciary unless it is complete and delivered in accordance with the procedures established by such Named Fiduciary for this purpose.

1.50        “Investment Fund” or “Fund” means one or more collective investment funds, a pool of assets, or deposits with the Custodian, a mutual fund, insurance contract, or managed pool of assets.  The Investment Funds authorized by the Administrator are listed in Appendix 1.50.

1.51        “Limited Deferrals” means Elective Deferrals subject to the limits of Section 401(a)(30) of the Code.

1.52        “Management Committee” means, the committee appointed pursuant to the terms of the Plan and Trust as the Named Fiduciary for the investment of Plan assets in the Trust.

1.53        “Midas” means Midas International Corporation or a subsidiary of Midas International Corporation.

1.54        “Midas Participant” means a person who: (1) has a balance in one or more of the Accounts or had accrued a right to have a balance in one or more of the Accounts; and (2) is an Employee of Midas or a person whose last employment with a Commonly Controlled Entity was with Midas, or a Beneficiary of either such person.

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1.55        “Midas Plan” means the Midas International Corporation Retirement Savings Plan for Salaried Employees.

1.56        “Named Fiduciary” means:

(a)           with respect to the authority each has over management and control of the Plan’s administration and operation or discretionary authority and control it may have with respect to the Plan, the Administrator and such other person who may be designated to be a Named Fiduciary pursuant to Article XV;

(b)           with respect to the management and control of the Plan’s assets or the discretionary authority it may have with respect to the Plan’s assets, the Trustee, the Management Committee, and other such person who may be designated to be a Named Fiduciary pursuant to Article XV.

1.57        “Non-Highly Compensated Employee” or “NHCE” means an Employee who is not an HCE.

1.58        “Normal Retirement Date” means the date a Participant attains sixty-five (65) years of age.

1.59        “Notice Date” means the date established by the responsible Named Fiduciary as the deadline for it to receive notification with respect to an administrative matter in order to be processed as of a Change Date designated by the responsible Named Fiduciary.

1.60        “Participant” means an Eligible Employee who begins to participate in the Plan after completing the eligibility requirements.  A Participant’s participation continues until his or her Termination of Employment and his or her Accrued Benefit is distributed or forfeited; provided however, each Hussmann Participant and Midas Participant shall cease to be a Participant on the date of transfer of assets and liabilities to the Hussmann Plan or Midas Plan, respectively.

1.61        “Payment Date” means the date on or after the Settlement Date on which a Participant’s Accrued Benefit is distributed or commences to be distributed, which date shall be at least the minimum number of days required by law, if any, after the date the Participant has received any notice required by law, if any.

If a distribution is one to which Sections 411(a)(11) and 417 of the Code do not apply, such distribution may commence less than thirty (30) days after the notice required under Section 401(a)(11) of the Treasury Regulations is given, provided that:

(a)           the Plan Administrator clearly informs the Participant that the Participant has a right to a period of at least thirty (30) days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option); and

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

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Notwithstanding the determination of a Payment Date hereunder and effective with respect to an Employee who becomes a Participant prior to July 1, 2001, and prior to the later of July 1, 2001 or the 90^th day after Participants have been furnished with a summary of the Plan amendment which eliminates annuities as a form of distribution herein and satisfies the requirements of Department of Labor Regulation Section 2520.104b-3, distribution in accordance with an affirmative election will not commence before the expiration of the 7-day period that begins the day after the explanation of the Qualified Joint and Survivor Annuity is provided to the Participant.

1.62        “Plan” means the PepsiAmericas, Inc. Salaried 401(k) Plan, as set forth herein and as hereafter may be amended from time to time.

1.63        “Plan Administrator” means the person appointed pursuant to the terms of the Plan to have responsibility and control over the management, administration and operation of the Plan, as provided herein.

1.64        “Plan Year” means the Annual Accounting period of the Plan and Trust which ends on each December 31.

1.65        “QDRO” means a domestic relations order which the Administrator has determined to be a qualified domestic relations order within the meaning of Section 414(p) of the Code.

1.66        “Qualified Joint and Survivor Annuity” means the QJSA described in Article XI.

1.67        “Related Plan” means:

(a)           with respect to Sections 401(k) and 401(m) of the Code, any plan or plans maintained by a Commonly Controlled Entity which is treated with this Plan as a single plan for purposes of Sections 401(a)(4) or 410(b) of the Code; and

(b)           with respect to Section 415 of the Code, any other defined contribution plan or a defined benefit plan (as defined in Section 415(k) of the Code) maintained by a Commonly Controlled Entity, respectively called a “Related Defined Contribution Plan” and a “Related Defined Benefit Plan”.

1.68        “Rollover Contribution” means:

(a)           an amount contributed by a Participant that constitutes all or part of an eligible rollover distribution (within the meaning of Section 402(f)(2)(A) of the Code), as described in Section 5.1, provided that such distribution (i) is made by an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, or a qualified trust described in Section 401(a) of the Code, and (ii) does not include after-tax employee contributions (or any earnings allocable thereto); or

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(b)           a Trustee Transfer: (1) to the Custodian of an amount by the custodian of a retirement plan qualified for tax-favored treatment under Section 401(a) of the Code, which plan provides for such transfer; (2) with respect to which the benefits otherwise protected by Section 411 of the Code in such transferor plan are no longer required by Section 411 of the Code to be protected in this Plan; and (3) which does not include amounts subject to Section 401(k) of the Code.

1.69        “Senior Vice President” means the Senior Vice President-Human Resources of PepsiAmericas, Inc. or any person who shall succeed to the functional responsibilities of said office.  The Senior Vice President shall have the power and authority to act, to the extent delegated to him or her, on behalf of the Company (and all Employers) with respect to matters which relate to the Plan and Trust.

1.70        “Settlement Date” means the date on which the transactions from the most recent Trade Date are settled.

1.71        “Spousal Consent” means the irrevocable written consent given by a Spouse to a Participant’s election (or waiver) of a specified form of benefit or Beneficiary designation.  The Spouse’s consent must acknowledge the effect on the Spouse of the Participant’s election, waiver or designation and be duly witnessed by a Plan representative or notary public.  Spousal Consent shall be valid only with respect to the spouse who signs the Spousal Consent and only for the particular choice made by the Participant which requires Spousal Consent.  A Participant may revoke (without Spousal Consent) a prior election, waiver or designation that required Spousal Consent at any time before the Sweep Date associated with the Settlement Date upon which payments will begin.  Spousal Consent also means a determination by the Administrator that there is no Spouse, the Spouse cannot be located, or such other circumstances as may be established by applicable law.

1.72        “Spouse” means a person, not of the same sex, who, as of the earlier of a Participant’s Payment Date and death, is alive and married to the Participant within the meaning of the laws of the State of the Participant’s residence as evidenced by a valid marriage certificate or other proof acceptable to the Administrator.  A spouse who was the Spouse on the Payment Date but who is divorced from the Participant at the Participant’s death shall still be the Spouse at the date of the Participant’s death, except as otherwise provided in a QDRO.

1.73        “Sweep Date” means the date established by the responsible Named Fiduciary as the cutoff date and time for the responsible Named Fiduciary to receive notification with respect to a financial transaction for an Accounting Period in order to be processed with respect to a Trade Date designated by the responsible Named Fiduciary.

1.74        “Termination of Employment” occurs when a person ceases to be an Employee, as determined by the personnel policies of the Commonly Controlled Entity to whom he or she rendered services; provided, however, for periods prior to January 1, 2003, where a Commonly Controlled Entity ceases to be such with respect to an

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Employee as a result of either an asset sale or stock sale, an Employee of the Commonly Controlled Entity shall be deemed not to have incurred a Termination of Employment:  (a) unless the Administrator shall make a determination that the transaction satisfies Section 401(k) of the Code, or if no such determination is made, until such Employee ceases to be employed by the successor to the Commonly Controlled Entity; or (b) if the Administrator shall make a Trustee Transfer of his or her Accrued Benefit.  Transfer of employment from one Commonly Controlled Entity to another Commonly Controlled Entity shall not constitute a Termination of Employment for purposes of the Plan.

1.75        “Trade Date” means the Business Day as of which a financial transaction is effected.

1.76        “Trust” means the legal entity resulting from the agreement between the Company and the Trustee and all amendments thereto in which some or all of the assets of this Plan will be received, held, invested and distributed to, or for the benefit of, Participants and Beneficiaries.

1.77        “Trust Agreement” means the agreement between the Company and the Trustee establishing the Trust, and any amendments thereto.

1.78        “Trust Fund” means any property, real or personal, received by and held by the Trustee, plus all income and gains and minus all losses, expenses, withdrawals and distributions chargeable thereto.

1.79        “Trustee” means any corporation, individual or individuals designated in the Trust Agreement who shall accept the appointment as Trustee to execute the duties of the Trustee as set forth in the Trust Agreement.

1.80        “Trustee Transfer” means:

(a)           a transfer to the Custodian of an amount by the custodian of a retirement plan qualified for tax-favored treatment under Section 401(a) of the Code or by the trustee(s) of a trust forming part of such a plan, which plan provides for such transfer; or

(b)           a Direct Rollover within the meaning of Section 402(c)(8)(B) of the Code; provided, that with respect to any withdrawal or distribution from the Plan, a Participant may elect a transfer to only one eligible retirement plan, except as may otherwise be determined by the Administrator in a uniform and nondiscriminatory manner.

1.81        “Unit Value” means the value of a unit or share in the applicable Investment Fund, as determined in good faith by the Trustee or the Management Committee.

1.82        “Valuation Date” means the close of business on each Business Day.

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1.83        “Year of Service” means, as it applies to Eligibility Service, each Computation Period in which an Employee is credited with at least 1,000 Hours of Service.

An Employee’s service with a company, the assets of which are acquired by a Commonly Controlled Entity, shall only be counted as employment with such Commonly Controlled Entity in the determination of his or her Years of Service if: (1) the Senior Vice President directs that credit for such service be granted in Appendix 1.83, or (2) a qualified plan of the acquired company is subsequently maintained by any Employer or Commonly Controlled Entity.

As it applies to Vesting under Article VIII, Years of Service means a Computation Period in which the Employee is credited with at least 1,000 Hours of Service and such other periods of employment continuation recognition by an applicable Appendix.

ARTICLE II

PARTICIPATION

2.01        Eligibility.

An Employee shall become a Participant in this Plan as follows:

(a)           Any Employee who was a Participant in the Plan immediately before January 1, 2005 shall continue to participate in accordance with the provisions of the Plan, as amended and in effect on and after January 1, 2005.

(b)           Any other Eligible Employee who is a regular, full-time Employee or a regular, part-time Employee scheduled to work thirty (30) or more Hours of Service per week will become a Participant in the separate portions of the Plan as follows.

(1)           In the portion of the Plan described in Article III and Article V of the Plan relating to Pre-Tax Contributions, Catch-up Contributions and Rollovers, on the day he or she becomes an Employee.

(2)           In the portion of the Plan described in Sections 4.02, 4.03 and 4.04 relating to Matching Contributions, Pay Based Contributions and Special Contributions, on the day he or she becomes an Eligible Employee and has completed six (6) consecutive months of service with the Employer.

(c)           Any other Eligible Employee who is a regular, part-time Employee scheduled to work fewer than thirty (30) Hours of Service per week will become a Participant in all portions of the Plan on the first day of the second (2nd) calendar quarter following the month in which such Employee completes one year of Eligibility Service.

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2.02        Reemployment.  Upon incurring a Break in Service, as defined in Section 8.06, the provisions of this Section 2.02 shall apply in determining an Employee’s eligibility for participation and period of service under the Plan.

(a)           A Participant who has completed at least one Year of Service at the time he or she incurs a Break in Service and who is again employed as an Eligible Employee shall re-participate in the Plan as of the date he or she again completes an Hour of Service and his or her pre-break service shall be restored in determining his or her rights and benefits under the Plan.

(b)           Participant who has not completed at least one Year of Service at the time he or she incurs a Break in Service and who is again employed as an Eligible Employee shall re-participate in the Plan as of the date he or she again completes an Hour of Service.  His or her years of pre-break service shall be restored, but only if the number of his or her consecutive 1-year Breaks in Service is less than five.  A former Participant who has not had his or her pre-break service restored under the preceding sentence shall be treated as a new, first-time employee upon his or her re-employment by the Employer and shall be required to satisfy the eligibility requirements of Section 2.01 for participation in the Plan.

2.03        Participation Upon Change of Job Status.  An Employee who is not an Eligible Employee shall become a Participant on the later of: (1) the date he or she would have become a Participant had he or she always been an Eligible Employee, or (2) the date he or she becomes an Eligible Employee.

ARTICLE III

PARTICIPANT CONTRIBUTIONS

3.01        Pre-Tax Contribution Election.

(a)           A Participant who is an Eligible Employee and who desires to have Pre-Tax Contributions made on his or her behalf by his or her Employer shall file a Contribution Election pursuant to procedures specified by the responsible Named Fiduciary, specifying his or her Contribution Percentage of not more than 50% and authorizing the Compensation otherwise payable to him or her to be reduced.

(b)           Notwithstanding Subsection (a) hereof, for any Plan Year the Administrator may determine that the maximum Contribution Percentage shall be greater or lesser than the percentages set forth in Subsection (a) hereof.  Otherwise, the maximum Contribution Percentage as provided in Subsection (a) hereof shall apply.

(c)           A Participant’s Contribution Election shall be effective only with respect to Compensation not yet paid as of the date the Contribution Election is effective. A Contribution Election received on or before a Notice Date shall become initially effective with respect to payroll cycles ended after the applicable Change Date, or, if reemployed, on the first day of the next month.  However, the Administrator, in his or her sole discretion, may declare an additional window period to Participants.  Any Contribution

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Election which has not been properly completed or which does not contain a properly completed Investment Election will be deemed not to have been received and be void.

(d)           In addition to the Pre-Tax Contributions made pursuant to the Contribution Election provided for in this Section 3.01, each Employee who is eligible to participate in the Plan and who is projected to attain age 50 before the end of a Plan Year is eligible to have his Compensation reduced by a whole integer percentage and have the amount by which his Compensation is reduced contributed to the Plan by his Employer on his behalf as a Catch-up Contribution. Contributions elected pursuant to this paragraph or any similar provision of any other plan maintained by the Company or a Commonly Controlled Entity may not exceed the applicable dollar limit described in Section 414(v)(2)(B)(i) of the Code, as adjusted in accordance with Section 414(v)(2)(C) of the Code.

(e)           Effective January 1, 2006, the Employer will make a Pre-Tax Contribution of 3% of each Participant’s Compensation per payroll period for each Participant who is hired on or after January 1, 2006.  An Employee may elect a different Pre-Tax Contribution Election, or can elect not to participate as of any Change Date, pursuant to procedures specified by the responsible Named Fiduciary.

3.02        Election Procedures.  A Participant’s Contribution Election shall continue in effect (with automatic adjustment for any change in his or her Compensation) until the earliest of the date: (1) his or her Contribution Election is changed in accordance with paragraph (a) hereof; (2) he or she ceases to be paid as an Eligible Employee; or (3) his or her Contribution Election is cancelled in accordance with paragraph (b) hereof.

(a)           Changing the Election.  A Participant may increase or decrease his or her Contribution Percentage (subject to the percentage limits stated above) only once each Change Date by making a new Contribution Election, pursuant to procedures specified by the responsible Named Fiduciary, on which is specified the amount of the Contribution Percentage.

(1)           If such Contribution Election is received by the Notice Date, the change shall be effective with respect to the first payroll cycle ended after the Change Date.

(2)           However, if the Administrator deems it necessary, the Administrator may specify an additional window period to Participants.

(3)           The amount of increase or decrease of such Contribution Percentage shall be effective only with respect to Compensation not yet paid.

(4)           Any Contribution Election which has not been properly completed will be deemed not to have been received and be void.

(b)           Canceling the Election.  A Participant desiring to cancel his or her existing Contribution Election and reduce his or her Contribution Percentage to zero must make a new Contribution Election, pursuant to procedures specified by the

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responsible Named Fiduciary.  The responsible Named Fiduciary will establish procedures, to be administered in a uniform and nondiscriminatory manner, for allowing a Participant to cancel his or her Contribution Election.  Any Contribution Election received on or before a Notice Date shall become effective with respect to the payroll cycle ended after the next Change Date.  A Participant who is an Eligible Employee and who has cancelled his or her Election may again make a Contribution Election at any time.  If such Contribution Election is received by the Notice Date, it shall become effective with respect to the first payroll cycle ended after the next Change Date.  Any Participant who has improperly completed a Contribution Election will be deemed not to have made an Election.

ARTICLE IV

EMPLOYER CONTRIBUTIONS AND ALLOCATIONS

4.01        Pre-Tax Contributions.

(a)           Frequency and Eligibility.  Subject to the limits of the Plan and to the Administrator’s authority to limit Contributions under the terms of this Plan, for each period for which a Contribution Election is in effect, the Employer shall contribute to the Plan on behalf of each Participant an amount equal to the amount designated by the Participant as a Pre-Tax Contribution on his or her Contribution Election.

(b)           Allocation.  The Pre-Tax Contribution shall be allocated to the Pre-Tax Account of the Participant with respect to whom the amount is paid.

(c)           Timing, Medium and Posting.  Pre-Tax Contributions shall be paid to the Custodian in cash and posted to each Participant’s Pre-Tax Account by the Administrator as soon as such amounts can reasonably be balanced against the specific amount made on behalf of each Participant.  Pre-Tax Contributions shall be paid to the Custodian not later than the fifteenth (15th) day of the month next following the month in which amounts are deducted from the Participant’s Compensation.

4.02        Matching Contributions.

(a)           Frequency and Eligibility.  Subject to the limits of the Plan and to the Administrator’s authority to limit Contributions under the Plan, for each period for which Participants’ Contributions are made, the Employer shall make Matching Contributions as described in the following Allocation Method paragraph on behalf of each Participant who contributed during the period and was an Eligible Employee at any time during each payroll period.

(b)           Allocation Method.  The Matching Contributions for each period shall total one hundred percent (100%) of each eligible Participant’s Pre-Tax Contributions for the period, provided that no Matching Contributions shall be made based upon a Participant’s Contributions in excess of six percent (6%) of his or her Compensation.  The Employer may change the one hundred percent (100%) matching rate or the six

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percent (6%) of considered Compensation to any other percentages, including zero (0%).

(c)           Timing, Medium and Posting.  The Employer shall make each period’s Matching Contribution in cash as soon as is feasible, and not later than the Employer’s federal tax filing date, including extensions, for deducting such Contribution.  The Administrator shall post such amount to each Participant’s Matching Account once the total Contribution received by the Custodian has been balanced against the specific amount to be credited to each Participant’s Matching Account.

(d)           Compensation.  Compensation from the Employer shall be measured by the period (not to exceed the Plan Year) for which the Contribution is being made, provided the Eligible Employee is a Participant during such period.

(e)           True-Up Contribution.  For each Participant who is an Employee on the last Business Day of the Plan Year and who has elected to contribute at least six percent (6%) of his or her Compensation as a Pre-Tax Contribution for all periods during such Plan Year in which he or she could make Pre-Tax Contributions, the Employer shall make a Matching Contribution equal to the least of:

(1)           six percent (6%) of the Participant’s Compensation for the Plan Year;

(2)           the Participant’s Pre-Tax Contributions for the Plan Year; or

(3)           six percent (6%) of the dollar limit in Section 401(a)(17) of the Code,

minus the aggregate amount of any Matching Contribution already made for the Participant under Section 4.02 hereof for the Plan Year.

4.03        Pay Based Contributions.

(a)           Frequency and Eligibility.  Subject to the limits of the Plan and to the Administrator’s authority to limit Contributions under the Plan, for each Plan Year the Employer may make a Pay Based Contribution in an amount determined by the Employer on behalf of each Participant.

(b)           Allocation Method.  The Pay Based Contribution for each period shall be allocated among eligible Participants in direct proportion to their Compensation from the Employer; provided however, effective on and after January 1, 2002, the Pay Based Contribution will be equal to two percent (2%) of the Participant’s Compensation for the period with respect to which the Pay Based Contribution is made.

(c)           Timing, Medium and Posting.  The Employer shall make each period’s Pay Based Contribution in cash as soon as is feasible and not later than the Employer’s federal tax filing date, including extensions, for deducting such Contribution.  The Administrator shall post such amount to each Participant’s Matching Account once the

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total Contribution received by the Custodian has been balanced against the specific amount to be credited to each Participant’s Pay Based Account.

(d)           Compensation.  Compensation from the Employer shall be measured by the period (not to exceed the Plan Year) for which the Contribution is being made, provided the Eligible Employee is a Participant during such period.

4.04        Special Contributions or QNEC Contributions.

(a)           Frequency and Eligibility.  Subject to the limits of the Plan and to the Administrator’s authority to limit Contributions under the Plan, for each Plan Year the Employer may make a Special Contribution in an amount determined by the Administrator on behalf of each Non-Highly Compensated Employee Participant who was an Eligible Employee at any time during the Plan Year.

(b)           Allocation Method.  The Special Contribution for each period shall be allocated among eligible Participants as determined by the Administrator, subject to a maximum dollar amount which may be contributed on behalf of any Participant as determined by the Administrator.

(c)           Timing, Medium and Posting.  The Employer shall make each period’s Special Contribution in cash as soon as is feasible, but no later than twelve (12) months after the end of the Plan Year to which it is allocated.  The Administrator shall post such amount to each Participant’s Special Account once the total Contribution received by the Custodian has been balanced against the specific amount to be credited to each Participant’s Special Account.

(d)           Compensation.  Compensation shall be measured by the period (not to exceed the Plan Year) for which the Contribution is being made, provided the Eligible Employee is a Participant during such period.

4.05        Miscellaneous.

(a)           Deduction Limits.  In no event shall the Employer Contributions for a Plan Year exceed the maximum the Company estimates will be deductible (or which would be deductible if the Employers had taxable income) by any Employer or Commonly Controlled Entity under Section 404 of the Code (“Deductible Amount”).  Any amount in excess of the Deductible Amount shall not be contributed in the following order of Contribution type, to the extent needed to eliminate the excess:

(1)           Each Participant’s allocable share of Pre-Tax Contributions for the Plan Year will be reduced by an amount equal to the excess of the Participant’s Pre-Tax Contributions over an amount which bears the same ratio to the amount of Pre-Tax Contributions made to the Plan on behalf of such Participant during the Plan Year as the Deductible Amount available for the Plan Year (reduced by the total amount of other types of Employer Contributions for the Plan Year) bears to the aggregate Pre-Tax Contributions made to the Plan on behalf of all

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Participants subject to such Deductible Amount during the Plan Year (before the application of this provision).

(2)           If the application of Section (a)(1) would result in a reduction of a Participant’s Pre-Tax Contributions which are matched by Matching Contributions, the rate at which Pre-Tax Contributions are reduced shall be offset by a reduction for each Matching Contribution not made as a result.

(3)           Pay Based Contributions.

(b)           Profit Sharing Plan.  Notwithstanding anything herein to the contrary, the Plan shall constitute a profit sharing plan for all purposes of the Code.

ARTICLE V

ROLLOVERS

5.01        Rollovers.  The Administrator may authorize the Custodian to accept a Rollover Contribution from an Eligible Employee in cash, even if he or she is not yet a Participant.  The Employee shall furnish satisfactory evidence to the Plan Administrator that the amount is eligible for rollover treatment.  Such amount shall be posted to the Employee’s Rollover Account by the Administrator as of the date received by the Custodian.

If it is later determined that an amount transferred pursuant to the above paragraph did not in fact qualify as a Rollover Contribution, the balance credited to the Employee’s Rollover Account shall immediately be: (1) segregated from all other Plan assets, (2) treated as a non-qualified trust established by and for the benefit of the Employee, and (3) distributed to the Employee.  Any such non-qualifying rollover shall be deemed never to have been a part of the Plan.

5.02        Transfers.  The Administrator may authorize the Custodian to accept a Transfer Contribution for an Eligible Employee.  For purposes of this Section 5.02, a Transfer Contribution is an amount that is transferred from another defined contribution plan sponsored by the Employer or a Commonly Controlled Entity as a result of a change in employment classification of the Eligible Employee that causes him to be excluded from active participation in such other defined contribution plan and also eligible to participate in this Plan.

Any transfer into this Plan from another defined contribution plan of the Employer or a Commonly Controlled Entity shall maintain the character it held in the transferor plan and shall be credited under the appropriate Participant accounting.  Transfer Contributions shall not be considered Rollover Contributions under the Plan.

5.03        Hurricane ▇▇▇▇▇▇▇ Distribution Recontribution.  Effective January 1, 2006, the Administrator may authorize the Custodian to accept the recontribution by a Participant of a distribution that was made under the conditions of Section 10.06, to the extent the distribution was an Eligible Rollover Distribution, provided the recontribution

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occurs during the 3-year period beginning the day after the date of the ▇▇▇▇▇▇▇ distribution.

ARTICLE VI

ACCOUNTING FOR PARTICIPANTS’
ACCOUNTS AND FOR INVESTMENT FUNDS

6.01        Individual Participant Accounting.

(a)           Account Maintenance.  The responsible Named Fiduciary will cause the Accounts for each Participant to reflect transactions involving Contributions and other allocations thereto, loans, earnings, losses, withdrawals, distributions and expenses to be allocated and posted to the Accounts in accordance with the terms of this Plan.  Financial transactions during or with respect to an Accounting Period will be accounted for at the individual Account level by allocating and posting each transaction to the Account as of a Trade Date.  At any point in time, the value of a Participant’s Accrued Benefit will be equal to the sum of the aggregate of the following amounts determined under (1) and (2) with regard to each Investment Fund:

(1)           the: (A) Unit Values for the portion of his or her Accounts invested in each Investment Funds; multiplied by (B) the number of full and fractional units for each such Investment Fund posted to his or her Accounts.

(2)           the fair market value of any other assets of the Trust Fund (exclusive of assets described in (1) and (2)) in which a portion of his or her Accounts is invested or held.

(b)           Trade Date Accounting and Investment Cycle.  For any transaction to be processed as of a Trade Date, the responsible Named Fiduciary must receive instructions by the Sweep Time and such instructions will apply only to amounts held in and posted to the Accounts as of the Trade Date.  Except as otherwise provided herein, all transactions will be effected on the Trade Date relating to the Sweep Time (or as soon thereafter as is administratively possible).

(c)           Suspension of Transactions.  Whenever the Administrator considers such action to be in the best interest of the Participants, the Administrator in its discretion may suspend from time to time the Trade Date or reset the Sweep Time.

(d)           Temporary Investment.  To the extent practicable, the responsible Named Fiduciary will direct the Custodian to make temporary investments in a short-term interest fund of assets in an Account held pending a Trade Date.

(e)           How Fees and Expenses are Charged to Accounts.  Account maintenance fees will be charged to Accounts (to the extent such fees are not paid by the Employer), provided that no fee will reduce an Account balance below zero.  Transaction type fees (such as loan set-up fees, etc.) will be charged to the Accounts involved in the transaction as determined pursuant to procedures adopted by the

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Administrator.  Fees and expenses incurred for the management and maintenance of Investment Funds will be charged at the Investment Fund level and reflected in the net gain or loss of each Investment Fund.

(f)            Error Correction.  The Administrator may correct any errors or omissions in the administration of the Plan by crediting or charging any Account with the amount that would have been allocated, credited or charged to the Account had no error or omission been made.  Funds necessary for any such crediting will be provided through payment made by the responsible Named Fiduciary, or, if the responsible Named Fiduciary was not responsible for such error or omission, through payment by the Employer.

(g)           Accounting for Participant Loans.  Participant loans will be held in a separate Fund for investment only by such Participant and accounted for in dollars as an earmarked asset of the borrowing Participant’s Account.

6.02        Accounting for Investment Funds.

(a)           Unit Accounting.  The investments in each Investment Fund designated by the Administrator as subject to unit accounting will be maintained in full and fractional units.  The responsible Named Fiduciary is responsible for determining the number of full and fractional units of each such Investment Fund.

(b)           Share Accounting.  The investments in each Investment Fund designated by the Administrator as subject to share accounting will be maintained in full and fractional shares.  The responsible Named Fiduciary is responsible for determining the number of full and fractional shares of each such Investment Fund.

(c)           Company Stock.  The following additional rules shall apply to the Company Stock Fund:

(1)           Voting Rights.  All Company Stock in an Account will be voted by the Custodian in accordance with directions from the Participant pursuant to the procedures of the Trust Agreement.

(2)           Tender Offer.  If a tender offer is commenced for Company Stock, the provisions of the Trust Agreement regarding the response to such tender offer, the holding and investment of proceeds derived from such tender offer and the substitution of new securities for such proceeds will be followed.

(3)           Dividends and Income.  Dividends (whether in cash or in property) and other income received by the Custodian in respect of Company Stock will be reinvested in Company Stock and will constitute income and be recognized on an accrual basis for the Accounting Period in which occurs the record date with respect to such dividend; provided that, with respect to any dividend which is reflected in the market price of the underlying stock, the Administrator will direct the Custodian during such trading period to trade such stock the regular way to reflect the value of the dividend, and all transfers and cash distributions will be

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transacted accordingly with no accrual of such dividend, other than as reflected in such market price.

(4)           Transaction Costs.  Any brokerage commissions, transfer taxes, transaction charges, and other charges and expenses in connection with the purchase or sale of Company Stock will be added to the cost thereof in the case of a purchase or deducted from the proceeds thereof in the case of a sale; provided, however, where the purchase or sale of Company Stock is with a “disqualified person” as defined in Section 4975(e)(2) of the Code or a “party in interest” as defined in Section 3(14) of ERISA, no commissions may be charged with respect thereto.

6.03        Accounts for Alternate Payees.  A separate Account will be established for an Alternate Payee as of the date, and in accordance with the directions specified, in the QDRO.  Such Account will be valued and accounted for in the same manner as any other Account.  An Alternate Payee will be treated as a Participant to the extent provided as follows:

(a)           Investment Direction.  An Alternate Payee may direct or exchange the investment of such Account in the same manner as a Participant; provided, however, that an Alternate Payee may not acquire Company Stock.

(b)           Withdrawals and Forms of Payment.  An Alternate Payee will receive payment of the amount specified in the QDRO as soon as administratively possible, regardless of whether the Participant is an Employee, unless the QDRO specifically provides that payment be delayed, including at the election of the Alternate Payee.  Payment may be made in the same forms as are available to the Participant with respect to whom the QDRO has been obtained, to the extent provided in the QDRO.

(c)           Participant Loans.  An Alternate Payee will not be entitled to borrow from his or her Account.  If a QDRO specifies that the Alternate Payee is entitled to any portion of the Account of a Participant who has an outstanding loan balance, all outstanding loans will continue to be held in the Participant’s Account and will not be divided between the Participant’s and Alternate ▇▇▇▇▇’s Accounts.

(d)           Beneficiary.  An Alternate Payee may designate a Beneficiary in the same manner as a Participant, to the extent provided for in the QDRO.

6.04        Transition Rules.  The Administrator may adopt such procedures, including imposing “transition” periods, as are necessary to accommodate any plan mergers, Investment Fund or accounting changes or events, or similar events as it determines are necessary for the proper administration of the Plan.

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ARTICLE VII

INVESTMENT FUNDS AND ELECTIONS

7.01        Investment of Contributions.

(a)           Investment Election.  Each Participant may direct the Custodian, by submission to the responsible Named Fiduciary of an Investment Election, to invest Contributions (and loan repayments) posted to his or her Accounts and other amounts allocated and posted to the Participant’s Account in one or more Investment Funds; provided, however, that a separate Investment Election is required for Rollover Contributions.  If a Participant does not have a valid Investment Election on file, his or her Investment Election will be deemed to be a 100% election of the Investment Fund designated by the Administrator as the default option, as indicated in Appendix 1.50.  If the Participant elects to have any such Contributions made on his or her behalf invested in more than one Investment Fund, he or she must designate in whole multiples of one percent (1%) what percentage of the Contribution is to be invested in each such Investment Fund.  Notwithstanding the above and effective as of May 21, 1999, no Investment Election may be made by a Participant or Beneficiary which directs the investment of any Contributions into the PepsiCo Stock Fund.

(b)           Effective Date of Investment Election; Change of Investment Election.  A Participant’s initial Investment Election will be effective with respect to an Investment Fund on the Trade Date which relates to the Sweep Time on which or prior to which the Investment Election is received and not revoked pursuant to procedures specified by the Administrator.  A Participant’s Investment Election will continue in effect, notwithstanding any change in his or her Compensation or his or her Contribution Percentage, until the earlier of: (1) the effective date of a new Investment Election; or (2) the date he or she ceases to be a Participant.  A change in Investment Election will be effective with respect to an Investment Fund as soon as administratively possible after the date the Administrator receives the Participant’s new Investment Election.

7.02        Investment of Accounts.

(a)           Conversion Election.  Notwithstanding a Participant’s Investment Election, a Participant may direct the Custodian, by submission of a Conversion Election to the responsible Named Fiduciary, to change the investment of his or her Accounts between two or more Investment Funds, on a pro rata basis with respect to each of the Participant’s Accounts (exclusive of the Participant’s loans) from existing plan.  If a Participant does not have a valid Conversation Election on file, his or her Conversion Election will be deemed to be a 100% election of the Investment Fund designated by the Administrator as the default option, as indicated in Appendix 1.50.  If the Participant or Beneficiary elects to invest his or her Accrued Benefit in more than one (1) Investment Fund, he or she must designate in whole multiples of one percent (1%) what percentage of his or her Accounts is to be invested in such Investment Fund; provided, however, effective as of May 21, 1999, no Conversion Election may be made by a Participant or Beneficiary which directs the investment of any part of his or her Accrued Benefit into the PepsiCo Stock Fund.

(b)           Effective Date of Conversion Election.  A Conversion Election to change a Participant’s investment of his or her Accounts in one Investment Fund to another Investment Fund will be effective with respect to such Investment Funds on the Trade Date(s) which relates to the Sweep Time on which or prior to which the

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Conversion Election is received and not revoked pursuant to procedures specified by the Administrator.  Notwithstanding the foregoing, a Conversion Election made with respect to the Account balance of a Participant who dies on or after the Effective Date will not be valid if it is made after such time that is established by the Administrator following the date the Administrator is notified of such Participant’s death.

(c)           Delayed Effective Date.  Notwithstanding any provision of this Section 7.02 to the contrary, if the sell portion of a Conversion Election can not be processed due to a problem in the market, a liquidity shortage in an Investment Fund, or disruption of other sell or buy orders in another Investment Fund, the buy portion of the Conversion Election will not be processed on a Trade Date until the sell transaction can be processed.

7.03        Investment Funds.  The Plan’s Investment Funds are indicated in Appendix 1.50.  In addition, the Management Committee may, from time to time, in its discretion:

(a)           limit or freeze investments in, or transfers from, an Investment Fund;

(b)           add funding vehicles thereunder;

(c)           liquidate, consolidate or otherwise reorganize an existing Investment Fund; or

(d)           add new Investment Funds to, or delete Investment Funds from, Appendix 1.50.

7.04        Transition Rules.  Effective as of the date designated by the Management Committee on which any Investment Fund is added under Section 7.03, each Participant will have the opportunity to make new Investment Elections and Conversion Elections to the Administrator no later than the applicable Sweep Time.  The Administrator may take such action as the Administrator deems appropriate, including, but not limited to:

(a)           using any reasonable accounting methods in performing his or her duties during the period of transition;

(b)           designating into which Investment Fund a Participant’s Accounts or Contributions will be invested;

(c)           establishing the method for allocating net investment gains or losses and the extent, if any, to which amounts received by and distributions paid from the Trust during this period share in such allocation;

(d)           investing all or a portion of the Trust’s assets in a short-term, interest-bearing Investment Fund during such transition period;

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(e)           delaying any Trade Date during a designated transition period or changing any Sweep Time or Valuation Time during such transition period; or

(f)            designating how and to what extent a Participant’s Investment Election or Conversion Election will apply to Investment Funds.

7.05        Restricted Investment Funds.  Notwithstanding anything contained herein to the contrary: (a) purchases and sales in the Company Stock Fund will be restricted for Participants subject to applicable statutory, stock exchange or Company trading restrictions; and (b) amounts invested hereunder will be subject to such restrictions as may be imposed by: (i) the issuer of securities to an Investment Fund, or (ii) the investment manager or advisor of such Investment Fund.

7.06        Risk of Loss.  Neither the Plan nor the Company guarantees that the fair market value of the Investment Funds, or of any particular Investment Fund, will be equal to or greater than the amounts invested therein.  Neither the Plan nor the Company guarantees that the value of the Accounts will be equal to or greater than the Contributions allocated thereto.  Except as required pursuant to ERISA, each Participant will have sole responsibility for the investment of his or her Accounts and for transfers among the available Investment Funds, and no fiduciary or other person will have any liability for any loss or diminution in value resulting from any Participant’s exercise of, or failure to exercise,  such investment responsibility.  Each Participant assumes all risk of any decrease in the value of the Investment Funds and the Accounts.  The Plan is intended to constitute a plan described in Section 404(c) of ERISA.

7.07        Interests in the Investment Funds.  No Participant will have any claim, right, title, or interest in or to any specific assets of any Investment Fund until distribution of such assets is made to such Participant.  No Participant will have any claim, right, title, or interest in or to the Investment Fund, except as and to the extent expressly provided herein.

7.08        Sole Source of Benefits.  Participants may only seek payment of benefits under the Plan from the Trust, and, except as otherwise required by law, the Employer assumes no responsibility or liability therefor.

7.09        Alternate Payees.  See Sections 6.03 and 6.04 for the treatment of Alternate Payees as Participants for purpose of this Article VII.

ARTICLE VIII

VESTING AND FORFEITURES

8.01        Fully Vested Contribution Accounts

A Participant who first performed an Hour of Service prior to January 1, 2004 shall be fully vested and have a nonforfeitable right to his or her Accrued Benefit in all Accounts at all times.  An Employee who was a participant in the 401(k) plan sponsored

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by Central Investment Corporation (“CIC”) and who had at least three Years of Service as of January 1, 2006, shall be fully vested and have a nonforfeitable right to the portion of his Accrued Benefit attributable to the CIC 401(k) Plan at all times.

A Participant who first performs an Hour of Service on or after January 1, 2004 shall be fully vested and have a nonforfeitable right to his or her Accrued Benefit in these Accounts at all times:

8.02        Vesting; Payment of Accrued Benefit On or After Retirement or Disability

A Participant’s Accrued Benefit shall be fully vested and nonforfeitable upon the occurrence of any one or more of the following events:

(a)           completion of at least the minimum number of years of Vesting Service in the Vesting Schedule for a 100% nonforfeitable percentage;

(b)           attainment of Normal Retirement Date;

(c)           his or her Termination of Employment for reason of a Disability; or

(d)           he or she dies while an Employee.

8.03        Vesting Schedule and Forfeitures

(a)           Vesting.  If a Participant who first performs an Hour of Service on or after January 1, 2004 has a Termination of Employment, the Participant shall be vested and have a nonforfeitable right to his or her Accrued Benefit in his or her Matching and Formula Based Accounts, determined in accordance with the following vesting schedule:

8.04        Forfeitures

(a)           Forfeiture Where Payment Commences After a Break in Service.  If no Payment Date of a Participant’s nonforfeitable Accrued Benefit occurs before having incurred a Break in Service, that portion of the Participant’s Accrued Benefit (which is

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Employer-derived) which is forfeitable as of his or her Termination of Employment shall be forfeited as of the completion of a Break in Service.  If the Participant is reemployed as an Employee prior to having incurred a Break in Service, the Forfeiture shall not occur.  If the Participant is reemployed as an Employee after incurring a Break in Service, the Participant shall be fully vested and have a nonforfeitable interest in that portion of his or her Accounts accrued prior to the Break in Service and not forfeited as a result of such Break in Service.  A Participant who incurs a Termination of Employment with a zero vested interest in his or her Accrued Benefit (which is Employer-derived) shall be deemed to have a Payment Date and a Forfeiture of his or her Accrued Benefit as of such Termination of Employment.

(b)           Forfeiture Where Payment Commences Prior to a Break in Service.  If the Payment Date of a Participant’s nonforfeitable percentage of his or her Accrued Benefit occurs prior to having incurred a Break in Service, that portion of his or her Accrued Benefit which is forfeitable shall be forfeited as of the Payment Date.  Thereafter, if such person is rehired as an Employee prior to incurring a Break in Service, he or she shall be entitled to make repayment to the Plan of the full amount distributed to him or her on or after the Payment Date no later than: (1) the date he or she incurs a Break in Service, and (2) the last day of the 5-year period commencing on or after his or her date of reemployment.  Upon making repayment in a single payment of the amount distributed to him or her, the amount repaid shall be credited to the Participant’s Account from which paid and the Forfeiture shall be reinstated to his or her Accounts and invested in the same manner as the Account to which it is posted.  The amount required to restore such Participant’s Accounts shall be charged against the Plan’s Forfeitures, and, if insufficient, be made up from additional Employer Contributions.  Where a Participant has been deemed to have a Payment Date because he or she had a zero vested interest in his or her Accrued Benefit, he or she will be deemed to have made the repayment required by this subparagraph on his or her date of hire.

If the Employee makes the above-described repayment, such repayment shall be considered to be the “investment in the contract” for purposes of Sections 72(c)(1)(A), 72(f) and 402(e)(4)(D)(i) of the Code in relation to the amount reinstated in his or her Account on account of the repayment.

8.05        Forfeiture Account.  A Forfeiture will be posted, no later than the end of the Plan Year in which the Forfeiture arises, to the Forfeiture Account on the Settlement Date for the Trade Date on which the Custodian, at the direction of the Administrator, has converted the Forfeiture to cash.  The Forfeiture Account shall be invested in interest bearing deposits of the Custodian or short term money market instruments.  No later than the end of such Plan Year, the Forfeiture Account shall be used in the following order: to reinstate Accrued Benefits and to reduce Employer Contributions, as determined by the Administrator, and to pay expenses of the Plan.

8.06        Break in Service.  For purposes of this Article VIII, Break in Service means a 12-consecutive month computation period during which he or she is credited

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with 500 or less Hours of Service.  The applicable computation period shall be the Plan Year.

If a Participant is considered on Maternity or Paternity Leave hereunder, then, solely for purposes of determining whether the Participant has a Break in Service under this Article VIII, the period of time between the first and second anniversaries of the date the Participant is considered to be absent from service shall be considered neither a period of Severance nor a period of service.  If a Participant remains on Maternity or Paternity Leave beyond such second anniversary, the Participant’s Period of Severance shall be deemed to begin on such date.

A Maternity/Paternity Leave means a paid or unpaid and unapproved absence from employment with a Commonly Controlled Entity: (1) by reason of the pregnancy of the Employee; (2) by reason of the birth of a child of the Employee; (3) by reason of the placement of a child under age 18 in connection with the adoption of such child by the Employee (including a trial period prior to adoption); and (4) for the purpose of caring for a child of the Employee immediately following the birth or adoption of such child.  The Employee must prove to the satisfaction of the Administrator or its agent that the absence meets the above requirements and must supply information concerning the length of the absence unless the Administrator has access to relevant information without the Employee submitting it.

8.07        Authorized Leave of Absence

(a)           General Rule.  A Participant who is granted an Authorized Leave of Absence by his or her Employer, and who returns to employment at the end of such leave, shall receive credit for Service for the period of time while on such Authorized Leave of Absence; provided however, a Participant on an Authorized Leave of Absence shall not be credited with more than a 24-month period of Service hereunder for a period of absence from active employment, except in accordance with rules that are adopted in writing by the Plan Administrator.  A Participant who is granted an Authorized Leave of Absence but who fails to return (or retire) within the period specified shall be treated as if he or she was absent from Service on the date his or her leave commenced.

(b)           Military Service.  A Participant with service in the Armed Forces of the United States (“military service”) shall be credited with Service and Credited Service pursuant to the requirements of section 414(u) of the Code.

8.08        Transfers.  This Section shall apply with respect to an Employee of a Commonly Controlled Entity who transfers from an ineligible classification of employment to an Eligible Employee classification, or who transfers from an Eligible Employee classification to one that is ineligible.

(a)           Transfers of employment between Employers under this Plan shall not result in a Break in Service.

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(b)           If an Employee becomes eligible to participate in this Plan as a result of a transfer described in this subsection, he or she shall receive Service credit for employment by an employer while it is a Commonly Controlled Entity.

(c)           If a Participant in this Plan transfers employment within the Commonly Controlled Entity and is no longer in an Eligible Employee classification of employment, he or she shall continue to accrue Service for purposes hereunder, subject to the Break in Service rules of this Article VIII.

8.09        Reemployment.  Effective as of January 1, 2004 and upon incurring a Break in Service, as defined in Section 8.06, the provisions of this Section 8.09 shall apply in determining an employee’s Years of Vesting Service under the Plan.

(a)           A Participant who has completed at least one Year of Service at the time he or she incurs a Break in Service and who is again employed as an Eligible Employee shall have his or her pre-break service restored in determining his or her rights and benefits under the Plan.

(b)           A Participant who has not completed at least one Year of Service at the time he or she incurs a Break in Service and who is again employed as an Eligible Employee shall have his or her years of pre-break service restored, but only if the number of his or her consecutive 1-year Breaks in Service is less than five.  A former Participant who has not had his or her pre-break service restored under the preceding sentence shall be treated as a new, first-time employee upon his or her re-employment by the Employer.

ARTICLE IX

PARTICIPANT LOANS

9.01        Participant Loans Permitted.  The Administrator is authorized to establish and administer a loan program for a Participant who is an Eligible Employee or a former Eligible Employee who is a “party in interest” under ERISA pursuant to the terms and conditions set forth in this Article.  All loan limits are determined as of the Trade Date the Trustee reserves funds for the loan.  The funds will be disbursed to the Participant as soon as is administratively feasible after the next following Settlement Date.

9.02        Loan Funding Limits.  The loan amount must meet the following limits:

(a)           Plan Minimum Limit.  The minimum amount for any loan is $1,000.00.

(b)           Plan Maximum Limit.  Subject to the legal limit described in (c) below, the maximum a Participant may borrow, including the outstanding balance of existing Plan loans, is fifty percent (50%) of vested balance of the following Accounts:

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Pre-Tax Account
Catch-up Account
Special Account
Matching Account
Pay Based Account
Former Matching Contribution Account
ESOP Account
TRASOP Account
Rollover Account and
Post-Tax Account.

(c)           Legal Maximum Limit.  The maximum a Participant may borrow, including the outstanding balance of existing loans, is based upon the value of his or her vested interest in this Plan and all other qualified plans maintained by a Commonly Controlled Entity (the “Vested Interest”).  The maximum amount is equal to fifty percent (50%) of his or her Vested Interest, not to exceed $50,000.  However, the $50,000 amount is reduced by the Participant’s highest outstanding balance of all loans from any Commonly Controlled Entity’s qualified plans during the 12-month period ending on the day before the Trade Date on which the loan is made.

9.03        Maximum Number of Loans.  A Participant may have only one loan outstanding at any given time, and any prior existing loan must be fully repaid for ninety (90) days before a new loan may be secured.

9.04        Source of Loan Funding.  A loan to a Participant shall be made solely from the assets of his or her own Accounts.  The available assets shall be determined first by Contribution Account and then by investment type within each type of Contribution Account.  The hierarchy for loan funding by type of Contribution Account shall be the order listed in the preceding Plan Maximum Limit paragraph.  Within each Account used for funding, amounts shall first be taken from the available cash in the Account and then taken by type of investment in direct proportion to the market value of the Participant’s interest in each Investment Fund as of the Sweep Date on which the loan is made.

9.05        Interest Rate.  The interest rate charged on Participant loans shall be fixed and equal to the prime rate, as published in the Wall Street Journal.

9.06        Repayment.  Substantially level amortization shall be required of each loan with payments made at least monthly through payroll deduction, provided that payment can be made by check for advance loan payments or when a Participant is on an Authorized Leave of Absence, Disabled or transferred to the employ of a Commonly Controlled Entity which is not participating in the Plan.  Loans may be prepaid in full or in part at any time.  The loan repayment period shall be as mutually agreed upon by the Participant and Administrator, not to exceed five (5) years.

9.07        Repayment Hierarchy.  Loan principal repayments shall be credited to the Participant’s Contribution Accounts in the inverse of the order used to fund the loan.  Loan interest shall be credited to the Contribution Account in direct proportion to the

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principal repayment.  Loan payments are credited by investment type based upon the Participant’s current Conversion Election for that Account.

9.08        Loan Application, Note and Security.  A Participant shall apply for any loan in accordance with a procedure established by the responsible Named Fiduciary.  The responsible Named Fiduciary shall administer Participant loans and shall specify the time frame for approving loan applications.  All loans shall be evidenced by a promissory note and security agreement and secured only by a Participant’s Account balance.  The Plan shall have a lien on a Participant’s Account to the extent of any outstanding loan balance.

9.09        Default, Suspension and Acceleration Feature.

(a)           Default.  A loan is treated as a default on the earlier of: (i) the date any scheduled loan payment is more than ninety (90) days late, provided that the Administrator may agree to a suspension of loan payments for up to twelve (12) months for a Participant who is on an Authorized Leave of Absence; or (ii) thirty (30) days from the time the Participant receives written notice of the note being due and payable and a demand for past due amounts.

(b)           Actions Upon Default.  In the event of default, the Administrator will direct the Trustee to report the default as a taxable distribution.  As soon as a Plan withdrawal or distribution to such Participant would otherwise be permitted, the Administrator will direct the Trustee to execute upon its security interest in the Participant’s Account by segregating the unpaid loan balance from the Account, including interest to the date of default, and to distribute the note to the Participant.

(c)           Acceleration.  A loan shall become due and payable in full once the Participant incurs a Termination of Employment.

ARTICLE X

IN-SERVICE WITHDRAWALS

10.01      Withdrawals for 401(k) Hardship.

(a)           Requirements.  A Participant may request the withdrawal of any amount from the portion of his or her Accounts needed to satisfy a financial need by making a withdrawal request in accordance with a procedure established by the Administrator.  The Administrator shall only approve those requests for withdrawals: (1) on account of a Participant’s “Deemed Financial Need”, and (2) which are “Deemed Necessary” to satisfy the financial need.

(b)           “Deemed Financial Need”.  Financial commitments relating to:

(1)           costs directly related to the purchase or construction (excluding mortgage payments or balloon payments) of a Participant’s principal residence;

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(2)           the payment of expenses for medical care described in Section 213(d) of the Code previously incurred by the Participant, the Participant’s Spouse, or any dependents of the Participant (as defined in Section 152 of the Code) or necessary for those persons to obtain medical care described in Section 213(d) of the Code;

(3)           payment of tuition and related educational fees and room and board expenses for the next twelve (12) months of post-secondary education for the Participant, his or her Spouse, children or dependents (as defined in Section 152 of the Code);

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

(5)           effective January 1, 2006, payments for burial or funeral expenses for the Participant’s deceased parent, spouse, children or dependents (as defined in section 152 of the Code, without regard to section 152(d)(1)(B)); or

(6)           effective January 1, 2006, expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under Code section 165 (determined without regard to whether the loss exceeds 10% of adjusted gross income).

(c)           “Deemed Necessary”.  A withdrawal is “deemed necessary” to satisfy the financial need only if all of these conditions are met:

(1)           the withdrawal may not exceed the dollar amount needed to satisfy the Participant’s documented financial hardship, plus an amount necessary to pay federal, state, or local income taxes or penalties reasonably anticipated to result from such withdrawal;

(2)           the Participant must have obtained all distributions, other than financial hardship distributions, and all nontaxable loans under all plans maintained by the Company or any Commonly Controlled Entity;

(3)           the Participant will be suspended from making Pre-Tax Contributions, post-tax contributions, (or similar contributions under any other qualified or nonqualified plan of deferred compensation maintained by a Commonly Controlled Entity) for at least six (6) months from the date the withdrawal is received; and

(4)           the Contribution Dollar Limit for the taxable year immediately following the taxable year in which the financial hardship withdrawal is received shall be reduced by the Elective Deferrals for the taxable year in which the financial hardship withdrawal is received; provided, however, that the provisions set forth in this sentence will not apply effective for calendar years beginning

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after December 31, 2001, to Participants who withdrew all or part of their Pre-Tax Account after December 31, 2000.

(d)           Account Sources for Withdrawal.  All available amounts must first be withdrawn from his or her Accounts under Section 10.02 or 10.03.  The remaining withdrawal amount shall come only from his or her Accounts, in the following priority order of Accounts:

Post-Tax Account
QVEC Account
TRASOP Account
ESOP Account
Rollover Account
Former Matching Contribution Account
Pay Based Account
Matching Account (this is an account source prior to January 1, 1999)

Catch-up Account
Pre-Tax Account

Special Account

The amount that may be withdrawn from a Participant’s Pre-Tax Account shall not include earnings and Special Contributions posted to his or her Pre-Tax Account after the end of the Plan Year which ends before July 1, 1989.

10.02      Withdrawals for Participants over age 59½ or who are Disabled

(a)           Requirements.  A Participant who is over age 59½ or who is Disabled may withdraw from the portion of his or her Accounts listed in paragraph (b) below.

(b)           Account Sources for Withdrawal.  When requesting a withdrawal, any withdrawal amount shall come only from his or her Accounts, in the following priority order of Accounts:

Post-Tax Account
QVEC Account
TRASOP Account
ESOP Account
Rollover Account
Former Matching Contribution Account
Pay Based Account
Matching Account
Catch-up Account
Pre-Tax Account
Special Account.

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10.03      Withdrawals of Mature Amounts.

(a)           Requirements.  Withdrawal is permitted from an amount credited to any of the Accounts listed in paragraph (b) below.

(b)           Contribution Account Sources for Withdrawal.  When requesting a withdrawal, any withdrawal amount shall come only from his or her Accounts, in the following priority order of Accounts:

Post-Tax Account
QVEC Account
TRASOP Account
ESOP Account
Rollover Account
Former Matching Contribution Account
Effective as of January 1, 2000, Pay Based Account.

10.04      Withdrawal Processing.

(a)           Ordering.  To the extent of the outstanding principal amount (excluding earnings) as of December 31, 1986 attributable to his or her Post-Tax Account, any withdrawal hereunder shall be deemed first to be made therefrom, second from Post-Tax Contributions, if any, made after December 31, 1986, plus earnings thereon in the same pro rata manner as required by Section 72(e) of the Code, and, thirdly, from earnings on such principal amount as of December 31, 1986.

(b)           Minimum Amount.  There is no minimum payment for any type of withdrawal.

(c)           Permitted Frequency.  The maximum number of withdrawals permitted in any Plan Year (other than for 401(k) Hardship) is two.  For this purpose, two types of withdrawals distributed in one payment shall constitute one withdrawal.