PepsiAmericas, Inc. Hourly 401(k) Plan (As Amended and Restated Effective January 1, 2005)

Exhibit 4.9

PepsiAmericas, Inc.

Hourly 401(k) Plan

(As Amended and Restated Effective January 1, 2005)

TABLE OF CONTENTS

i

ii

iii

iv

v

vi

vii

viii

ix

PepsiAmericas, Inc. Hourly Retirement Savings Plan

▇▇▇▇▇▇▇ Corporation established the ▇▇▇▇▇▇▇ Corporation Master Retirement Savings Plan for the benefit of eligible employees of the Company and its participating affiliates.  The Plan is intended to constitute a qualified profit sharing plan, as described in Section 401(a) of the Code, which includes a qualified cash or deferred arrangement, as described in Section 401(k) of the Code.

The Plan constitutes an amendment and restatement of the Supplemental Retirement and Savings Plan for Hourly Employees of IC Industries, Inc. and includes the spin-off of liabilities and assets to the Hussmann Corporation Retirement Savings Plan for Hourly Employees and the Midas International Corporation Retirement Savings Plan for Hourly Employees on or after January 1, 1998, the merger of Pepsi-Cola General Bottling Company of Oshkosh, Inc. and Beverage Bottlers Inc. 401(k) Plan as of July 1, 1995, and the merger of the ▇▇▇ Gen Ltd. Profit Sharing Plan and Trust as of January 1, 1997.

Effective as of January 1, 2000, ▇▇▇▇▇▇▇ Corporation transferred sponsorship of the ▇▇▇▇▇▇▇ Corporation Master Retirement Savings Plan to Pepsi-Cola General Bottlers, Inc. and such plan was thus renamed the Pepsi-Cola General Bottlers, Inc. Hourly Retirement Savings Plan.

Effective as of February 15, 2001, PepsiAmericas, Inc. assumed sponsorship of the Pepsi-Cola General Bottlers, Inc. Hourly Retirement Savings Plan and such plan was renamed and is now known as the PepsiAmericas, Inc. Hourly Retirement Savings Plan.

Effective July 1, 2001, the Delta Beverage Group, Inc. Retirement Plan is merged into this Plan and its assets and liabilities are transferred into this Plan.

Effective October 1, 2001, the PepsiAmericas, Inc. Employees Retirement Plan is merged into this Plan and its assets and liabilities are transferred into this Plan.

Effective as of January 1, 2003, the Plan was renamed and is now known as the PepsiAmericas, Inc. Hourly 401(k) Plan.

Effective January 1, 2005, (the “Effective Date”) the Plan is hereby amended and restated, except to the extent that failure to retroactively make any provisions effective prior to the Effective Date would result in the Plan (as it existed prior to the Effective Date) containing a disqualifying provision, as defined in Revenue Procedure 99-23 (as modified by any Treasury guidance modifying the term “disqualifying provision”), or an operational defect, as defined in Revenue Procedure 2001-17, in which case such provision (and any definitions pertinent to the application of such provision) will be retroactively effective to the date which will result in no such disqualifying provision or operational defect in the Plan prior to the Effective Date.  Except to the extent required by the preceding sentence, the benefits, rights and features of an individual who participated in the Plan before the Effective Date, but who does not have an account

balance under the Plan on such date, will be determined under the applicable instruments in effect for the Plan on the earlier of:  (1) the day on which such individual’s account was reduced to zero; or (2) the day on which such individual’s employment terminated.  The terms of this Plan apply to any accounts created for such individual hereunder on or after the Effective Date.

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 or defined in an Appendix (but in such case only with respect to persons covered by such Appendix), the terms shall be deemed to have the following meanings:

1.01        “Accounting Period” means the periods generally 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)           “Formula Based Account” which means a Participant’s interest in the Plan’s assets composed of Formula Based Contributions allocated on or after January 1, 2001 to the Participant under the Plan, the amount allocated under the Plan, as of January 1, 2001, if any (as identified by the Administrator), and 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.

(c)           “Matching Account” which means a Participant’s interest in the Plan’s assets composed of Matching Contributions allocated on or after January 1, 2001 to the Participant under the Plan, the amount allocated under the Plan, as of January 1, 2001, if any (as identified by the Administrator), and including an amount allocated from the ▇▇▇ Gen Ltd. Profit Sharing Plan, if any, including an amount allocated from the Delta Beverage Group, Inc. Retirement Plan, as of July 1, 2001, if any, and including an amount allocated from the PepsiAmericas, Inc. Employees Retirement Plan, as of October 1, 2001, 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.

(d)           “Post-Tax Account” which means a Participant’s interest in the Plan’s assets composed of post-tax contributions allocated on or after January 1, 2001 to the Participant under the Plan, the amount allocated under the Plan as of January 1, 2001, if any (as identified by the Administrator), and 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)           “Pre-Tax Account” which means a Participant’s interest in the Plan’s assets composed of Pre-Tax Contributions allocated on or after January 1, 2001 to the Participant under the Plan, the amount allocated under the Plan, as of January 1, 2001, 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, which continue to be accounted for under the Plan (as identified by the Administrator), including an amount allocated from the ▇▇▇ Gen Ltd. Profit Sharing Plan, if any, prior to January 1, 2001, including an amount allocated from the PepsiCo Long Term Savings Program as of May 21, 1999 (or, if later, the date of the transfer of assets and liabilities from the PepsiCo Long Term Savings Program), if any, which continues to be accounted for under the Plan (as identified by the Administrator), including an amount allocated from the Delta Beverage Group, Inc. Retirement Plan, as of July 1, 2001, if any, and including an amount allocated from the PepsiAmericas, Inc. Employees Retirement Plan, as of October 1, 2001, if any, plus all income and gains credited to, and minus all losses, expenses, withdrawals and distributions charged to, such Account.

(f)            “Rollover Account” which means a Participant’s interest in the Plan’s assets composed of Rollover Contributions allocated on or after January 1, 2001 to the Participant under the Plan, the amount allocated under the Plan, as of January 1, 2001, 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), including an amount allocated from the Delta Beverage Group, Inc. Retirement Plan, as of July 1, 2001, if any, and including an amount allocated from the PepsiAmericas, Inc. Employees Retirement Plan, as of October 1, 2001, if any, plus all income and gains credited to, and minus all losses, expenses, withdrawals and distributions charged to, such Account.

(g)           “Special Account” which means a Participant’s interest in the Plan’s assets composed of Special Contributions allocated on or after January 1, 2001 to the Participant under the Plan, the amount allocated under the Plan, as of January 1, 2001 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.

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 Formula Based Account, Matching Account, Post-Tax Account, Pre-Tax Account, Rollover Account and Special 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.

2

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 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.  Effective as of November 20, 1998, “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.  Effective as of January 1, 2000, the Management Committee 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 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 and any period of time required to be recognized by the collective bargaining agreement between the Employer and such Employee’s collective bargaining representative.  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

3

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 the 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        “Break in Service” means: (a) on and after January 1, 2000, the five (as modified by Section 2.03(d)) or more years of Break in Service as described in the first paragraph of Section 2.03; and (b) prior to January 1, 2000, means the end of five consecutive Computation Periods (or six consecutive Computation Periods if absence from employment was due to a Maternity/Paternity Absence) for which a Participant is credited with less than 501 Hours of Service.

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

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

1.15        “Change Date” means the one or more dates during the Plan Year generally designated by the Administrator (or, with respect to a specific Employee group, as may be provided in an Appendix) as the dates available for implementing or changing a Participant’s Contribution Election.

1.16        “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 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 Administrator.

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

4

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

1.19        “Compensation” means:

(a)           for purposes of allocating Contributions with respect to a Participant, compensation as specified in an Appendix which applies to such Participant; and elective deferrals that are not included in the gross income of a Participant by reason of Sections 125, 132(f)(4) and 402(e)(3) will be included;

(b)           for purposes of applying Section 415 of the Code to the Plan and its Participants for any limitation year, such compensation from a Commonly Controlled Entity, as determined by the Administrator, and satisfying the definition of compensation under Section 415 of the Code (within the meaning of Treasury Regulation Sections 1.415-2(d)(2) and (3)); and

(c)           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.

(d)           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 1.19 (as modified by subsection (d)(1), above), but that was mistakenly paid in a different manner, will be treated as meeting the requirements imposed by this Section 1.19;

(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, 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 (d)(2) or (d)(3), above, the Administrator, in his or her sole discretion, will determine whether the item meets the requirements of such subsection (d)(2) or (d)(3), above.

(e)           For limitation years beginning on and after January 1, 1998, for purposes of applying the limitations described in Sections 1.46, 13.5 and 19.2(d) of the Plan, Compensation paid or made available during such limitation years shall include elective

5

amounts that are not includible in the gross income of the Employee by reason of Sections 125, 132(f)(4) and 402(e)(3) of the Code.  For purposes of the definition of Compensation under this Section 1.19, 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.

(f)            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.

1.20        “Computation Period”  means, prior to January 1, 2000:

(a)           with respect to Eligibility Service and any Break in Service with respect to Eligibility Service, the twelve (12) consecutive month period commencing with an Employee’s Employment Date (or if Eligibility Service is disregarded due to the occurrence of a Break in Service, the Employment Date thereafter) and the Plan Year which includes the first anniversary of the Employment Date and each subsequent Plan Year; and

(b)           with respect to Vesting Service and any Break in Service with respect to Vesting Service, the Plan Year beginning with the Plan Year in which occurs the Employee’s Employment Date (or if Vesting Service is disregarded due to the occurrence of a Break in Service, the Employment Date thereafter) and each Plan Year thereafter.

1.21        “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.

1.22        “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 1.22(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

6

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

(c)           “Matching”.  An amount contributed by the Employer based upon the amount contributed by the eligible Participant as a Pre-Tax or Post-Tax Contribution.

(d)           “Post-Tax”.  An amount contributed on a post-tax basis.

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

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

(g)           “Special”.  An amount contributed by the Employer to avoid prohibited discrimination under Section 401(a)(4) of the Code.

1.23        “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).

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

1.25        “Contribution Percentage” means the whole integer percentage (or flat dollar amount which results in a percentage) of a Participant’s Compensation which is to be contributed to the Plan by his or her Employer as a Pre-Tax or a Post-Tax Contribution.

1.26        “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

7

Fiduciary unless it is complete and delivered in accordance with the procedures established by such Named Fiduciary for this purpose.

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

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

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

1.30        “Disability” or “Disabled” means a Participant is eligible to receive disability benefits under the Social Security Act.

1.31        “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.

1.32        “Early Retirement Date” has the meaning given to it in an Appendix.

1.33        “Effective Date” means January 1, 2005, the date upon which the provisions of this document become effective (unless otherwise specified in an Appendix with respect to a specific Employee group).  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.

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

1.35        “Eligible Employee” means any Employee of the Employer who meets the eligibility requirements of Section 2.01 (including an Employee on an Authorized Leave of Absence), who is not a member of a group of Employees represented by a collective bargaining representative (“Non-Union”) and who is paid on the basis of an hourly rate, including overtime, or who is a member of a Union designated in Appendix 17.1 , 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;

8

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

(d)           who is a temporary employee;

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

(f)            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;

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

(h)           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;

(i)            a clerical or other office employee;

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

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

1.36        “Eligibility Service” means, prior to January 1, 2000, the sum of an Employee’s Years of Service; provided, however, Years of Service shall be disregarded:

(a)           if the Employee had no vested interest in his or her Contributions by an Employer, Years of Service earned before a Break in Service shall be disregarded; or

(b)           if such Years of Service were earned prior to the date the Employee’s Employer became a Commonly Controlled Entity, unless the Administrator makes such a determination not to apply this exclusion with respect to each such Employee in a uniform and nondiscriminatory manner.

1.37        “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

9

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 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.

1.38        “Eligible Rollover Distribution” means any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated Beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under 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.

1.39        “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.

1.40        “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, Hussmann and Midas will cease to be an Employer effective January 1, 1998.

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

10

1.42        “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.

1.43        “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 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.

1.44        “Forfeiture” means the portion of the Participant’s Accrued Benefit which is forfeited pursuant to the terms of the Plan.

1.45        “Forfeiture Account” means an account holding amounts forfeited by Participants.

1.46        “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 provision of which are incorporated herein by reference.

1.47        “Hour of Service” means, as it applies to Eligibility Service, 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, but in no event shall hours be credited in excess of the minimum number required thereunder for a Computation Period in order

11

to avoid a Break in Service.  An equivalent number of hours shall be credited for each payroll period in which the Employee would be credited with at least 1 hour.  The payroll period equivalences are 190 hours monthly.

As it applies to Vesting Service, each hour for which an Employee is entitled to:

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

(ii)           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;

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

(iv)          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, but in no event shall hours be credited in excess of the minimum number required thereunder for a Computation Period in order to avoid a Break in Service.  An equivalent number of hours shall be credited for each payroll period in which the Employee would be credited with at least 1 hour.  The payroll period equivalences are 190 hours monthly.

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

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

1.50        “Hussmann Plan” means the Hussmann Corporation Retirement Savings Plan for Hourly Employees.

1.51        “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.

12

1.52        “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.

1.53        “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.

1.54        “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 which are authorized for investment by a particular Participant are described in an Appendix which applies to such Participant.  The Investment Funds for all participants will be those set forth in Appendix 1.54.  Each Appendix labeled as an “Adoption Agreement” is amended to provide that the term “Investment Fund” will be defined to be those Investment Funds set forth on Appendix 1.54.

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

1.56        “Management Committee” means, effective as of January 1, 2000, the committee appointed pursuant to the terms of the Plan and Trust as a Named Fiduciary for the investment of Plan assets in the Trust.

1.57        “Maternity/Paternity Absence” 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 eighteen (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.

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

1.59        “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

13