Section 1. The provisions of this Article apply only if the Plan holds any publicly

traded employer security, except as described in Section 1.1. For purposes of this Article, publicly traded employer security is an employer security under section 407(d)(1) of ERISA which is readily tradable on an established securities market. A security is readily tradable on an established securities market if the security is traded on a national securities exchange that is registered under section 6 of the Securities Exchange Act of 1934, or if the security is traded on a foreign national securities exchange that is officially recognized, sanctioned, or supervised by a governmental authority and where the security is deemed by the Securities and Exchange Commission as having a ready market under SEC Rule 15c3-1.

Section 1.1. If the Employer, or any member of a controlled group of corporations (as described in Treasury regulations section 1.401(a)(35)-1(f)(2)(iv)(A)) which includes the Employer, has issued a class of stock which is a publicly traded employer security, and the Plan holds employer securities which are not publicly traded employer securities, then the Plan shall be treated as holding publicly traded employer securities.

(Note to reviewer: See Reg. § 1.401(a)(35)-1(f)(2)(iv)(B) for exceptions for certain plans.)

Section 1.2. With respect to a participant (including for purposes of this section an alternate payee who has an account under the Plan or a deceased participant’s beneficiary), if any portion of the participant’s account under the Plan attributable to elective deferrals (as described in section 402(g)(3)(A) of the Code), employee contributions, or rollover contributions is invested in publicly traded employer securities, then the participant must be offered the opportunity to elect to divest those employer securities and reinvest an equivalent amount in other investment options as described in Section 1.4.

Section 1.3. With respect to a participant (including for purposes of this section an alternate payee who has an account under the plan with respect to such participant or a deceased participant’s beneficiary) who has completed at least three years of vesting service, if any portion of the participant’s account attributable to employer nonelective contributions is invested in publicly traded employer securities, then the participant must be offered the opportunity to elect to divest those employer securities and reinvest an equivalent amount in other investment options as described in Section 1.4. A year of vesting service has the same meaning as described in section 411(a)(5) of the Code.

(Note to reviewer: For a plan that uses the elapsed time method of crediting service for vesting purposes (or a plan that provides for immediate vesting without using a vesting computation period or the elapsed time method of determining vesting), a participant completes 3 years of vesting service on the day immediately preceding the third anniversary of the participant’s date of hire pursuant to Reg. §

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1.401(a)(35)-1(c)(3).)

(Note to reviewer: Plans may include the following transitional rule for Section 1.3 when an account consists of publicly traded employer securities acquired in a plan year beginning before January 1, 2007, pursuant to Reg. § 1.401(a)(35)-1(g)(3)(ii).)

Section 1.3(a). Transitional Rule: If the plan holds publicly traded employer securities acquired in a plan year beginning before January 1, 2007, Section 1.3 applies only to the applicable percentage of the number of shares of those securities. The applicable percentage is 33% for the first plan year to which Code section 401(a)(35) applies, 66% for the second plan year, and 100% for all subsequent plan years. If the Plan holds more than one class of securities, this transitional rule applies separately with respect to each class. This transitional rule does not apply to a participant who has attained age 55 and who has completed at least 3 years of vesting service before the first day of the first plan year beginning after December 31, 2005.

Section 1.4. At least three investment options (other than employer securities) must be offered to participants described in Sections 1.2 and 1.3. Each investment option must be diversified and have materially different risk and return characteristics. Periodic reasonable divestment and reinvestment opportunities must be provided at least quarterly. Except as provided in sections 1.401(a)(35)-1(e)(2) and (3) of the Treasury Regulations, restrictions (either direct or indirect) or conditions will not be imposed on the investment of publicly traded employer securities if such restrictions or conditions are not imposed on the investment of other plan assets.

(Note to reviewer: Sample ESOP plan provisions are contained in the ESOP LRM. See the Listing of Required Modifications Web page.)