Common use of Qualified Domestic Relations Orders Clause in Contracts

Qualified Domestic Relations Orders. The provisions of Section 12.2 notwithstanding, all or part of a Participant’s Vested benefits arising under this Plan may be transferred to one or more Alternate Payees on the basis of a “qualified domestic relations order,” as that term is defined in Code §414(p), provided that: (1) such order was issued by a court having jurisdiction over the Administrator; or (2) such order was entered by any other court and the Administrator, in its sole discretion, determines that the order is a Qualified Domestic Relations Order. (a) When appropriate, the Administrator will provide a Participant involved in marital litigation with information regarding the nature and value of the Participant’s benefits and will assist the Participant and the court in interpreting that information. (b) The Administrator will establish a written procedure to determine the qualified status of domestic relations orders and to administer distributions under such qualified orders. Such procedure will provide that during the period in which a determination is being made with respect to the qualified status of an order received by the Administrator and for 30 days thereafter: (i) the Administrator will direct the Trustee to segregate and separately account for any sums payable to the Participant that the order requires to be paid to the Alternate Payee; and (ii) the Participant will be prohibited from electing to receive any distribution that would compromise the rights granted to the Alternate Payee by the order, without the Alternate Payee’s written consent. (c) Neither the Alternate Payee nor any person claiming through the Alternate Payee will have the right to transfer benefits to another Alternate Payee. (i) In all other respects, the benefits transferred pursuant to a Qualified Domestic Relations Order will be administered in accordance with the provisions of this Plan, and the Alternate Payee will have all the rights and duties of a fully Vested Participant who had incurred a Termination of Employment. (ii) With respect to benefits transferred to an Alternate Payee pursuant to this Section, the Alternate Payee will have all of the rights of a Participant who has incurred a Termination of Employment, to the exclusion of any claim thereto on the part of the Participant. (d) A subpoena or other instrument of judicial process that: (i) is directed to the Administrator, its constituent corporations, or its officers or employees, (ii) appears on its face to be issued in the course of marital litigation to which a Participant is a party, and (iii) seeks information regarding the nature or value of the Participant’s pension benefits, may be honored by the Administrator, in its sole discretion, without interposing any defense on the grounds of technical or jurisdictional defect. (e) The Administrator may charge to the Plan its costs of handling Qualified Domestic Relations Orders, including, but not limited to, attorneys’ fees, litigation expenses, and a reasonable charge for its services in connection therewith.

Qualified Domestic Relations Orders. The provisions If the Participant Account is subject to Title I of Section 12.2 notwithstandingERISA, all or part of a Participant’s Vested benefits arising under this Plan may be transferred to one or more Alternate Payees on the basis of a “qualified domestic relations order,” as that term is defined order (“Order”) shall specifically state all of the following in Code §414(p), provided that: (1) such order was issued by a court having jurisdiction over the Administrator; or (2) such order was entered by any other court and the Administrator, in its sole discretion, determines that the order is to be deemed a Qualified Domestic Relations Order.Order (“QDRO”): (a1. the name and last known mailing address of the Participant and each of the Alternate Payee(s) When appropriate, covered by the Administrator will provide a Participant involved in marital litigation with information regarding QDRO; 2. the nature and value dollar amount or percentage of the Participant’s benefit to be paid to each Alternate Payee, or the manner in which the amount or percentage will be determined; 3. the number of payments or period for which the Order applies; 4. the specific plan (by name) to which the Order applies. The Order shall not be deemed a QDRO if it requires the Plan to provide: 1. a type or form of benefit or an option not already provided for in the Plan; 2. increased benefits and will assist or benefits in excess of the Participant’s vested rights; 3. payment of a benefit earlier than allowed by the Participant Account’s earliest retirement provisions; or 4. payment of benefits to an Alternate Payee which are required to be paid to another Alternate Payee under another QDRO. Promptly upon receipt of an Order which may or may not be qualified, the Employer shall notify the Participant and any Alternate Payee(s) named in the court in interpreting that information. (b) Order of such receipt, and include a copy of this Paragraph. The Administrator will establish a written procedure to determine the qualified status of domestic relations orders and to administer distributions under such qualified orders. Such procedure will provide that during the period in which Employer shall then make a determination is being made with respect as to the qualified status of the Order and may forward the Order to the Plan’s legal counsel for an order received by opinion as to the Administrator qualified status and for 30 days thereafter: (ithe Participant and any Alternate Payee(s) shall be promptly notified in writing of the Administrator determination. If the qualified status of the Order is in question, there will be a delay in any payout to any payee including the Participant until the status is resolved. In such event, the Employer shall direct the Trustee Plan Provider to segregate and separately account for any sums the amount that would have been payable to the Participant that Alternate Payee(s) if the order requires Order had been deemed a QDRO. If the Order is not a QDRO, or the status is not resolved within eighteen (18) months from the date the first payment would have been made under the Order, the Employer shall direct the Plan Provider to pay the segregated amounts plus interest to the person(s) who would have been entitled to the benefits had there been no Order. If a determination as to the qualified status of the Order is made after the eighteen (18) month period described above, the Order shall only be applied on a prospective basis. If the Order is determined to be paid a QDRO, the Employer shall direct the Plan Provider who will then instruct the Custodian to pay to the Alternate Payee; and (iiPayee(s) all the Participant will be prohibited from electing to receive any distribution that would compromise amounts due under the rights granted QDRO, including segregated amounts plus interest which may have accrued during a dispute as to the Alternate Payee by the order, without the Alternate PayeeOrder’s written consentqualification. (c) Neither the Alternate Payee nor any person claiming through the Alternate Payee will have the right to transfer benefits to another Alternate Payee. (i) In all other respects, the benefits transferred pursuant to a Qualified Domestic Relations Order will be administered in accordance with the provisions of this Plan, and the Alternate Payee will have all the rights and duties of a fully Vested Participant who had incurred a Termination of Employment. (ii) With respect to benefits transferred to an Alternate Payee pursuant to this Section, the Alternate Payee will have all of the rights of a Participant who has incurred a Termination of Employment, to the exclusion of any claim thereto on the part of the Participant. (d) A subpoena or other instrument of judicial process that: (i) is directed to the Administrator, its constituent corporations, or its officers or employees, (ii) appears on its face to be issued in the course of marital litigation to which a Participant is a party, and (iii) seeks information regarding the nature or value of the Participant’s pension benefits, may be honored by the Administrator, in its sole discretion, without interposing any defense on the grounds of technical or jurisdictional defect. (e) The Administrator may charge to the Plan its costs of handling Qualified Domestic Relations Orders, including, but not limited to, attorneys’ fees, litigation expenses, and a reasonable charge for its services in connection therewith.

Qualified Domestic Relations Orders. The provisions of Section 12.2 notwithstanding, all or part of a Participant’s Vested benefits arising under this Plan may be transferred to one or more Alternate Payees on the basis of a “(a) A qualified domestic relations order,” as that term order (QDRO) is defined in a judgment, decree, or order which meets the requirements of Code §Section 414(p), provided that: (1) such order was issued by a court having jurisdiction over . An alternate payee is an individual named in the Administrator; QDRO who is to receive some or (2) such order was entered by any other court and the Administrator, in its sole discretion, determines that the order is a Qualified Domestic Relations Order. (a) When appropriate, the Administrator will provide a Participant involved in marital litigation with information regarding the nature and value all of the Participant’s benefits and will assist the Participant and the court in interpreting that informationparticipant's benefit. (b) The Administrator will establish a written procedure to determine the qualified status of domestic relations orders and to administer distributions under such qualified orders. Such procedure will provide that during the period in which a determination is being made with respect to the qualified status Upon receipt of an order received by which appears to be a QDRO, the Administrator plan administrator will notify the participant involved and for 30 days thereafter: each alternate payee under the order (i) and under any previous QDRO covering the Administrator participant's benefits). The plan administrator will direct determine whether the Trustee order is a QDRO and will notify each affected individual of his determination. In general, the plan's claims procedure rules under Section 16.6 apply to segregate this determination and separately account for any sums payable subsequent determination relating to the Participant that order. In applying these rules, an individual who is or may be an alternate payee enjoys the order requires to be paid to status of a claimant. However, the Alternate Payee; and (iiplan administrator may take any action or delay contemplated in Code Section 414(p) and the Participant will be prohibited from electing to receive any distribution that would compromise regulations under it, whether or not contemplated in the rights granted to the Alternate Payee by the order, without the Alternate Payee’s written consentplan's claims procedure rules. (c) Neither To the Alternate Payee nor any person claiming through the Alternate Payee will have the right to transfer benefits to another Alternate Payee. (i) In all other respectsmaximum extent permitted by law, the benefits transferred pursuant to plan administrator's determination that an order is or is not a Qualified Domestic Relations Order will be administered QDRO is final. Any subsequent change in accordance with this determination is applied only prospectively, unless the provisions of this Plan, and the Alternate Payee will have all the rights and duties of a fully Vested Participant who had incurred a Termination of Employment. (ii) With respect to benefits transferred to an Alternate Payee pursuant to this Section, the Alternate Payee will have all of the rights of a Participant who has incurred a Termination of Employment, to the exclusion of any claim thereto on the part of the Participantplan administrator rules otherwise. (d) A subpoena or other instrument of judicial process that: (i) is directed Certain conflicts between a domestic relations order and the plan's provisions will cause the order to the Administrator, its constituent corporations, or its officers or employees, (ii) appears on its face fail to be issued in a QDRO. However, once an order is determined to be a QDRO, the course of marital litigation to which a Participant is a party, and (iii) seeks information regarding the nature or value provisions of the Participant’s pension benefits, may be honored by QDRO take precedence over any conflicting provisions of the Administrator, in its sole discretion, without interposing any defense on the grounds of technical or jurisdictional defectplan. (e) The Administrator may charge Except as otherwise provided under the terms of the QDRO, all benefits under a QDRO will be payable in the form of a single sum commencing as soon as practicable after the plan administrator determines that a domestic relations order is a QDRO. For purposes of determining the accounts from which benefits under a QDRO will be distributed, the trustee will distribute a pro rata amount from each of the participant's employer contribution, after-tax employee contribution, savings contribution, matching contribution, rollover contribution, and all other accounts maintained on behalf of the participant, unless the QDRO otherwise provides. To the extent provided in a QDRO (assuming that the QDRO does not provide for the form of distribution described in the preceding sentence), a former spouse will be treated as the spouse or surviving spouse of a participant for purposes of the spousal protection and any other relevant provisions of the plan. (f) A domestic relations order entered before January 1, 1985, will be treated as a QDRO if payment of benefits pursuant to the Plan its costs order has commenced as of handling Qualified Domestic Relations Ordersthat date. At the plan administrator's discretion, includingit may be treated as a QDRO if payment of benefits has not commenced as of that date, but even though the order does not limited to, attorneys’ fees, litigation expenses, and a reasonable charge for its services in connection therewithsatisfy the requirement of Code Section 414(p).

Qualified Domestic Relations Orders. The provisions of Section 12.2 notwithstanding, all or part of benefits payable under the Pension Plan with respect to a Participant’s Vested benefits arising under this Plan may Participant shall not be transferred paid pursuant to one or more Alternate Payees on the basis of a “qualified domestic relations order,” as that term is defined in Code §414(p), provided that: (1) such order was issued by a court having jurisdiction over the Administrator; or (2) such order was entered by any other court and the Administrator, in its sole discretion, determines that unless the order is a Qualified Domestic Relations Order.; provided, however, that in the case of any domestic relations order entered before January 1, 1985, the Pension Plan administrator (i) may treat such a domestic relations order as a Qualified Domestic Relations Order even though such order fails to meet the requirements set forth below and (ii) must treat such order as a Qualified Domestic Relations Order if benefits are being paid pursuant to such order on January 1, 1985. A Qualified Domestic Relations Order is any judgment, decree or order (including approval of a property settlement agreement) made pursuant to a State domestic relations law (including a community property state) which relates to the provision of child support, alimony payments, or marital property rights to a spouse, former spouse, child or other dependent of a Participant (“Alternate Payee”) and which: (1) creates or recognizes the existence of an Alternate Payee’s right to, or assigns to an Alternate Payee the right to, receive all or a portion of the benefits payable with respect to a Participant under the Pension Plan; and (2) specifies (a) When appropriatethe name and last known mailing address, if any, of the Administrator will provide a Participant involved in marital litigation with information regarding and of each Alternate Payee covered by the nature and value order; (b) the amount or percentage of the Participant’s benefits and will assist the Participant and the court in interpreting that information. (b) The Administrator will establish a written procedure to determine the qualified status of domestic relations orders and to administer distributions under such qualified orders. Such procedure will provide that during the period in which a determination is being made with respect to the qualified status of an order received by the Administrator and for 30 days thereafter: (i) the Administrator will direct the Trustee to segregate and separately account for any sums payable to the Participant that the order requires to be paid to the each Alternate Payee, or the manner in which such amount or percentage is to be determined; (c) the number of payments or the period to which the order applies, and (d) each plan to which the order applies; and (ii3) does not require the Participant will be prohibited from electing Pension Plan to receive (a) provide any distribution that would compromise type or form of benefit or any option not otherwise provided under the rights granted to Pension Plan; (b) provide increased benefits determined on the Alternate Payee by the order, without the Alternate Payee’s written consent. basis of actuarial equivalence; or (c) Neither the pay benefits to an Alternate Payee nor any person claiming through the Alternate Payee will have the right which are required to transfer benefits be paid to another Alternate Payee. Payee under a prior Qualified Domestic Relations Order. A domestic relations order that otherwise meets the requirements of a Qualified Domestic Relations Order does not fail to be a Qualified Domestic Relations Order solely because (i) In all other respectsof the time at which the domestic relations order is issued or (ii) it is issued after or revises another domestic relations order or Qualified Domestic Relations Order. Notwithstanding (3)(a) above, the benefits transferred Pension Plan may provide payment pursuant to a Qualified Domestic Relations Order will be administered in accordance beginning on or after the date on which the Participant attains age 50, regardless of whether the Participant’s Termination Date has occurred, with such payment calculated as if the provisions of this Plan, and Participant had retired with a Deferred Vested Benefit on the date on which such payment is to begin. The Alternate Payee will have all may elect to receive the rights and duties of a fully Vested Participant who had incurred a Termination of Employment. (ii) With respect to benefits transferred to an Alternate Payee pursuant to this Section, the Alternate Payee will have all of the rights of a Participant who has incurred a Termination of Employment, payment in any form that may be paid to the exclusion of any claim thereto on the part of the Participant. (d) A subpoena or other instrument of judicial process that: (i) is directed to the Administrator, its constituent corporations, or its officers or employees, (ii) appears on its face except a joint and survivor annuity option. The amount to be issued in paid shall take into account only the course of marital litigation to which a Participant is a party, and (iii) seeks information regarding the nature or present value of the Participant’s pension benefitsAccrued Benefit as of the date specified in the Qualified Domestic Relations Order, may not the present value of any Employer subsidy for an Early Retirement Benefit or Deferred Vested Benefit. If specified in the Qualified Domestic Relations Order, the Alternate Payee’s benefits shall be honored recalculated if the Participant subsequently elects to receive benefits prior to his Normal Retirement Date. The recalculation shall be based on the same actuarial factors used for the Participant, as stated in Appendix A or Appendix B, as applicable, minus the actuarially equivalent value of benefits already paid to the Alternate Payee. Upon receipt of any domestic relations order by the AdministratorPension Plan, the Committee shall take the following steps: (1) The Committee shall promptly notify the Participant and each Alternate Payee named in its sole discretionsuch order of the receipt of the domestic relations order and the Pension Plan’s procedures for determining whether such order is a Qualified Domestic Relations Order. The notice to the Alternate Payee shall include a statement that he is entitled to designate a representative for receipt of copies of any notices that are sent to the Alternate Payee with respect to the domestic relations order. The notice shall be sent to the Participant and Alternate Payee at the address specified in the order, without interposing any defense on or if none is specified, at the grounds address of technical the Participant or jurisdictional defectAlternate Payee last known to the Company. (e2) The Administrator may charge to Within a reasonable period of time after receipt of such order, the Plan its costs of handling Committee shall determine whether such order is a Qualified Domestic Relations OrdersOrder and shall notify the Participant and each Alternate Payee of such determination. (3) Pending a determination of whether a domestic relations order is a Qualified Domestic Relations Order, includingthe Committee shall instruct the Pension Plan’s Trustee to segregate the amounts that would be payable to the Alternate Payee during such period if the order shall be determined to be a Qualified Domestic Relations Order. If within 18 months, but the Committee or a court determines the order or modifications thereof to be a Qualified Domestic Relations Order, the Pension Plan shall pay the amounts segregated plus any interest thereon to the person or persons entitled thereto pursuant to the terms of the Qualified Domestic Relations Order. If the Committee or a court determines an order is not limited toa Qualified Domestic Relations Order or fails to resolve the issue within 18 months, attorneys’ feesthe Pension Plan shall pay the segregated amounts to the person or persons entitled to such amounts in the absence of the order. If the Committee or a court subsequently determines that an order is a Qualified Domestic Relations Order, litigation expensesthe Pension Plan shall pay benefits subsequent to such determination in accordance with the order. If action is taken in accordance with the above procedure, the Pension Plan’s obligations to the Participant and each Alternate Payee shall be discharged to the extent of any payment made pursuant to a reasonable charge for its services Qualified Domestic Relations Order. Any benefit payable pursuant to a Qualified Domestic Relations Order with respect to a Participant shall reduce the Accrued Benefit otherwise payable on behalf of such Participant. Each Alternate Payee shall be treated as a beneficiary under the Pension Plan, with all the rights accorded to other beneficiaries. The former spouse of a Participant shall not be entitled to any benefits under the Pension Plan except to the extent provided in connection therewitha Qualified Domestic Relations Order.

Qualified Domestic Relations Orders. The provisions of Section 12.2 notwithstanding19.01 shall also apply to the creation, all assignment or part recognition of a Participant’s Vested benefits arising under this Plan may be transferred right to one or more Alternate Payees on the basis of any benefit payable with respect to a “qualified Participant pursuant to a domestic relations order,, unless such order is determined to be a Qualified Domestic Relations Order. A Qualified Domestic Relations Order may not require the Plan to provide any form of benefit not allowed under Article XII, may not increase benefits, and may not alter the payment of benefits under an existing Qualified Domestic Relations Order. In the case of any payment before a Participant has separated from Service, a Qualified Domestic Relations Order shall not be treated as providing a benefit not allowed by the Plan solely because the order requires payment of benefits to an Alternate Payee on or after the date on which the Participant attains (or would have attained) the “Earliest Retirement Age” as if the Participant had retired on that term date and in any form allowed by the Plan. “Earliest Retirement Age” shall mean the earliest date on which the Participant could begin receiving benefits under the Plan if the Participant separated from Service. When a domestic relations order is defined in Code §414(p)received by the Plan, provided that: (1) the Plan Administrator shall promptly notify the Participant and any Alternate Payee of the receipt of such order was issued by a court having jurisdiction over the Administrator; or (2) such order was entered by any other court and the Administrator, in its sole discretion, determines that Plan’s procedures for determining if the order is a Qualified Domestic Relations Order. (a) When appropriateOrder and, within a reasonable time, the Plan Administrator will provide a Participant involved in marital litigation with information regarding the nature and value of shall determine if such order meets these requirements. The Plan Administrator shall notify the Participant’s , the Alternate Payee and any other person specified in the order as being entitled to payment of benefits and will assist under the Participant and order at the court address specified in interpreting that information. (b) The Administrator will establish the order of its determination. An Alternate Payee may designate a written procedure to determine the qualified status representative for receipt of domestic relations orders and to administer copies of such notices. Unless distributions under such qualified orders. Such procedure will provide that during the period in which a were being currently made, no distributions of benefits shall occur while this determination is being made with respect to the qualified status of an order received by the Plan Administrator. If distributions were occurring prior to receipt by the Plan Administrator of the order, a separate account shall be established to hold any further distributions until a final determination is made by the Plan Administrator. Upon written receipt of a domestic relations order, the Plan Administrator shall review this order, inform the Trustee, and gather such facts as it may deem appropriate. The Plan Administrator may consult with legal counsel for 30 days thereafter: (i) the Plan in such matters. The Plan Administrator will direct shall reach a decision within 18 months following the Trustee date on which the first payment would be required to segregate and be made under the order whether it is a Qualified Domestic Relations Order. During this period the Plan Administrator shall separately account for any sums the amounts which would have been payable to the Participant that the order requires to be paid to the Alternate Payee; and (ii) the Participant will be prohibited from electing to receive any distribution that would compromise the rights granted to the Alternate Payee by during the order, without period if the Alternate Payee’s written consent. (c) Neither the Alternate Payee nor any person claiming through the Alternate Payee will have the right order had been determined to transfer benefits to another Alternate Payee. (i) In all other respects, the benefits transferred pursuant to be a Qualified Domestic Relations Order will be administered in accordance with Order. If the provisions of this Plan, and the Alternate Payee will have all the rights and duties of a fully Vested Participant who had incurred a Termination of Employment. order (iior modification thereof) With respect to benefits transferred to an Alternate Payee pursuant to this Sectionis qualified, the Alternate Payee will have all of the rights of a Participant who has incurred a Termination of Employment, segregated amounts shall be paid according to the exclusion order. If the order is not qualified, any segregated accounts plus earnings thereon shall be returned to their original account. If the Plan’s Fiduciaries follow these procedures, the Plan and all Fiduciaries shall be relieved of any claim thereto on the part of the Participant. (d) A subpoena liability to any Participant or other instrument of judicial process that: (i) Alternate Payee. If an order is directed to the Administrator, its constituent corporations, or its officers or employees, (ii) appears on its face subsequently found to be issued in the course of marital litigation to which a Participant is a party, and (iii) seeks information regarding the nature or value of the Participant’s pension benefits, may be honored by the Administrator, in its sole discretion, without interposing any defense on the grounds of technical or jurisdictional defect. (e) The Administrator may charge to the Plan its costs of handling Qualified Domestic Relations OrdersOrder, including, but not limited to, attorneys’ fees, litigation expenses, and a reasonable charge for its services in connection therewithall payments shall be prospective only.

Qualified Domestic Relations Orders. The provisions If the Participant Account is subject to Title I of Section 12.2 notwithstandingERISA, all or part of a Participant’s Vested benefits arising under this Plan may be transferred to one or more Alternate Payees on the basis of a “qualified domestic relations order,” as that term is defined order (“Order”) shall specifically state all of the following in Code §414(p), provided that: (1) such order was issued by a court having jurisdiction over the Administrator; or (2) such order was entered by any other court and the Administrator, in its sole discretion, determines that the order is to be deemed a Qualified Domestic Relations Order. Order (a“QDRO”): • the name and last known mailing address of the Participant and each of the Alternate Payee(s) When appropriate, covered by the Administrator will provide a Participant involved in marital litigation with information regarding QDRO; • the nature and value dollar amount or percentage of the Participant’s benefit to be paid to each Alternate Payee, or the manner in which the amount or percentage will be determined. • the number of payments or period for which the Order applies; • the specific plan (by name) to which the Order applies. The Order shall not be deemed a QDRO if it requires the Plan to provide: • a type or form of benefit or an option not already provided for in the Plan; • increased benefits and will assist or benefits in excess of the Participant’s vested rights; • payment of a benefit earlier than allowed by the Participant Account’s earliest retirement provisions; or • payment of benefits to an Alternate Payee which are required to be paid to another Alternate Payee under another QDRO. Promptly upon receipt of an Order which may or may not be qualified, the Employer shall notify the Participant and any Alternate Payee(s) named in the court in interpreting that information. (b) Order of such receipt, and include a copy of this Paragraph. The Administrator will establish a written procedure to determine the qualified status of domestic relations orders and to administer distributions under such qualified orders. Such procedure will provide that during the period in which Employer or Plan Provider shall then make a determination is being made with respect as to the qualified status of the Order and may forward the Order to the Plan’s legal counsel for an order received by opinion as to the Administrator qualified status and for 30 days thereafter: (ithe Participant and any Alternate Payee(s) shall be promptly notified in writing of the Administrator determination. If the qualified status of the Order is in question, there will be a delay in any payout to any payee including the Participant until the status is resolved. In such event, the Employer shall direct the Trustee Plan Provider to segregate and separately account for any sums the amount that would have been payable to the Participant that Alternate Payee(s) if the order requires Order had been deemed a QDRO. If the Order is not a QDRO, or the status is not resolved within eighteen (18) months from the date the first payment would have been made under the Order, the Employer shall direct the Plan Provider to pay the segregated amounts plus interest to the person(s) who would have been entitled to the benefits had there been no Order. If a determination as to the qualified status of the Order is made after the eighteen (18) month period described above, the Order shall only be applied on a prospective basis. If the Order is determined to be paid a QDRO, the Employer shall direct the Plan Provider who will then instruct the Custodian to pay to the Alternate Payee; and (iiPayee(s) all the Participant will be prohibited from electing to receive any distribution that would compromise amounts due under the rights granted QDRO, including segregated amounts plus interest which may have accrued during a dispute as to the Alternate Payee by the order, without the Alternate PayeeOrder’s written consentqualification. (c) Neither the Alternate Payee nor any person claiming through the Alternate Payee will have the right to transfer benefits to another Alternate Payee. (i) In all other respects, the benefits transferred pursuant to a Qualified Domestic Relations Order will be administered in accordance with the provisions of this Plan, and the Alternate Payee will have all the rights and duties of a fully Vested Participant who had incurred a Termination of Employment. (ii) With respect to benefits transferred to an Alternate Payee pursuant to this Section, the Alternate Payee will have all of the rights of a Participant who has incurred a Termination of Employment, to the exclusion of any claim thereto on the part of the Participant. (d) A subpoena or other instrument of judicial process that: (i) is directed to the Administrator, its constituent corporations, or its officers or employees, (ii) appears on its face to be issued in the course of marital litigation to which a Participant is a party, and (iii) seeks information regarding the nature or value of the Participant’s pension benefits, may be honored by the Administrator, in its sole discretion, without interposing any defense on the grounds of technical or jurisdictional defect. (e) The Administrator may charge to the Plan its costs of handling Qualified Domestic Relations Orders, including, but not limited to, attorneys’ fees, litigation expenses, and a reasonable charge for its services in connection therewith.

Qualified Domestic Relations Orders. The provisions of Section 12.2 notwithstandingNotwithstanding any other Plan provision, all the following procedures shall apply when any domestic relations order (entered on or part of after January 1, 1985) is received by the Plan with respect to a Participant’s Vested . 1. The Committee shall promptly notify the Participant, and (a) each person named in the order as entitled to payment of Plan benefits, and (b) any other person entitled to any portion of the Participant's Plan benefits arising under this Plan may be transferred (persons referred to one or more Alternate Payees on in (a) and (b) are hereafter alternate payees) of the basis receipt of a “qualified domestic relations order,” as that term is defined in Code §414(p), provided that: (1) such order was issued by and of the Committee's procedures for determining the qualified status of the order. The Committee shall permit each alternate payee to designate a court having jurisdiction over representative for receipt of copies of notices. 2. Immediately upon receipt of such order, the Administrator; or (2) such Committee shall direct the Trustee to segregate in a separate account the amounts which are in pay status and which are payable to the alternate payee under the order. 3. The Committee shall meet promptly after receipt of the order was entered by any other court and the Administrator, in its sole discretion, determines that determine whether the order is a Qualified Domestic Relations Order. (a) When appropriate, the Administrator will provide a Participant involved in marital litigation with information regarding the nature and value of the Participant’s benefits and will assist . The Committee shall promptly notify the Participant and each alternate payee of its decision. A Qualified Domestic Relations Order is any judgment, decree or order (including approval of a property settlement agreement) that: a. Relates to the court in interpreting that information.provision of child support, alimony payments, or marital property rights to a spouse, former spouse, child or other dependent of a Participant; (b) The Administrator will establish b. Is made pursuant to a written procedure to determine the qualified status of State domestic relations orders and to administer distributions under such qualified orders. Such procedure will provide that during law (including a community property law); c. Creates or recognizes the period in which a determination is being made with respect to the qualified status existence of an order received by the Administrator and for 30 days thereafter:alternate payee's right to receive all or a portion of a Participant's Plan benefits; d. Clearly specifies (i) the Administrator will direct name and last known mailing address, if any, of the Trustee Participant, and the name and mailing address of each alternate payee covered by the order; (ii) the amount or percentage of the Participant's benefits to segregate and separately account for any sums payable be paid by the Plan to each alternate payee, or the Participant that manner in which the amount or percentage is to be determined; (iii) the number of payments or period to which the order requires applies; and (iv) the plan to which the order applies; e. Does not require the Plan to provide any form of benefit not otherwise provided by the Plan or any increased benefits, and does not require the payment of benefits to an alternate payee which are required to be paid to the Alternate Payee; and (ii) the Participant will another alternate payee under another order previously determined to be prohibited from electing to receive any distribution that would compromise the rights granted to the Alternate Payee by the order, without the Alternate Payee’s written consent. (c) Neither the Alternate Payee nor any person claiming through the Alternate Payee will have the right to transfer benefits to another Alternate Payee. (i) In all other respects, the benefits transferred pursuant to a Qualified Domestic Relations Order will be administered in accordance with the provisions of this Plan, and the Alternate Payee will have all the rights and duties of a fully Vested Participant who had incurred a Termination of EmploymentOrder. (ii) With respect to benefits transferred to 4. The Committee's decision shall be final unless the Participant or an Alternate Payee pursuant to this Section, the Alternate Payee will have all alternate payee gives written notice of appeal within 60 days after receipt of the rights of a Participant who has incurred a Termination of Employment, to the exclusion of any claim thereto on the part of the ParticipantCommittee's decision. (d) A subpoena or other instrument of judicial process that: (i) 5. If within 18 months an order is directed to the Administrator, its constituent corporations, or its officers or employees, (ii) appears on its face finally determined to be issued in the course of marital litigation to which a Participant is a party, and (iii) seeks information regarding the nature or value of the Participant’s pension benefits, may be honored by the Administrator, in its sole discretion, without interposing any defense on the grounds of technical or jurisdictional defect. (e) The Administrator may charge to the Plan its costs of handling Qualified Domestic Relations OrdersOrder, including, but not limited to, attorneys’ fees, litigation expensesthe segregated amounts plus interest (if any) shall be paid to the persons entitled thereto, and thereafter the alternate payee shall receive payments pursuant to the terms of the order. Amounts subject to the order which are not in pay status shall be transferred to a reasonable charge separate account in the name of the alternate payee and thereafter held for its services in connection therewithsuch payee's benefit pursuant to the terms of the order. If within 18 months the order is determined not to be a Qualified Domestic Relations Order, or if the issue has not been finally determined, the Committee shall pay the segregated amounts to the person who would have been entitled thereto if there had been no order. Any determination that an order is qualified after the close of the 18 month period shall be applied prospectively only. 6. The Committee's procedures shall generally conform to the Plan's claims procedures.

Qualified Domestic Relations Orders. The provisions of Section 12.2 notwithstanding19.01 shall also apply to the creation, all assignment or part recognition of a Participant’s Vested benefits arising under this Plan may be transferred right to one or more Alternate Payees on the basis of any benefit payable with respect to a “qualified Participant pursuant to a domestic relations order,” as that term is defined in Code §414(p), provided that: (1) unless such order was issued is determined to be a Qualified Domestic Relations Order or any domestic relations order entered before January 1, 1986. A Qualified Domestic Relations Order may not require the Plan to provide any form of benefit not allowed under Article XI, may not increase benefits, and may not alter the payment of benefits under an existing Qualified Domestic Relations Order. In the case of any payment under a Qualified Domestic Relations Order before a Participant has separated from Service, such payment may be made at any time regardless of whether the Participant has attained his earliest retirement age (within the meaning of Section 414(p) of the Code); provided that (a) the Qualified Domestic Relations Order provides for or permits distribution at that time and (b) if the present value of the alternate payee’s benefit exceeds $5,000, the alternate payee consents to the distribution. Nothing in this Section gives a Participant a right to receive a distribution at a time not otherwise permitted under the Plan nor does it permit an alternate payee to receive a form of payment not permitted under the Plan. When a domestic relations order is received by a court having jurisdiction over the Administrator; or (2) Plan, the Plan Administrator shall promptly notify the Participant and any alternate payee of the receipt of such order was entered by any other court and the Administrator, in its sole discretion, determines that Plan’s procedures for determining if the order is a Qualified Domestic Relations Order. (a) When appropriateOrder and, within a reasonable time, the Plan Administrator will provide a Participant involved in marital litigation with information regarding the nature and value of shall determine if such order meets these requirements. The Plan Administrator shall notify the Participant’s , the alternate payee and any other person specified in the order as being entitled to payment of benefits and will assist under the Participant and order at the court address specified in interpreting that information. (b) The Administrator will establish the order of its determination. An alternate payee may designate a written procedure to determine the qualified status representative for receipt of domestic relations orders and to administer copies of such notices. Unless distributions under such qualified orders. Such procedure will provide that during the period in which a were being currently made, no distributions of benefits shall occur while this determination is being made with respect to the qualified status of an order received by the Plan Administrator. If distributions were occurring prior to receipt by the Plan Administrator and for 30 days thereafter: (i) the Administrator will direct the Trustee to segregate and separately account for any sums payable to the Participant that the order requires to be paid to the Alternate Payee; and (ii) the Participant will be prohibited from electing to receive any distribution that would compromise the rights granted to the Alternate Payee by of the order, without a separate account shall be established to hold any further distributions until a final determination is made by the Alternate Payee’s written consent. (c) Neither the Alternate Payee nor any person claiming through the Alternate Payee will have the right to transfer benefits to another Alternate Payee. (i) In all other respectsPlan Administrator. Upon receipt of a domestic relations order, the benefits transferred pursuant Plan Administrator shall review the order, inform the Trustee, and gather such facts as it may deem appropriate. The Plan Administrator may consult with legal counsel for the Plan in such matters. The Plan Administrator shall reach a decision within eighteen (18) months following the date on which the first payment would be required to be made under the order whether it is a Qualified Domestic Relations Order will be administered in accordance with Order. During this period the provisions of this Plan, and Plan Administrator shall separately account for the Alternate Payee will amounts which would have all the rights and duties of a fully Vested Participant who had incurred a Termination of Employment. (ii) With respect to benefits transferred to an Alternate Payee pursuant to this Section, the Alternate Payee will have all of the rights of a Participant who has incurred a Termination of Employment, been payable to the exclusion of any claim thereto on alternate payee during the part of period if the Participant. (d) A subpoena or other instrument of judicial process that: (i) is directed to the Administrator, its constituent corporations, or its officers or employees, (ii) appears on its face order had been determined to be issued in the course of marital litigation to which a Participant is a party, and (iii) seeks information regarding the nature or value of the Participant’s pension benefits, may be honored by the Administrator, in its sole discretion, without interposing any defense on the grounds of technical or jurisdictional defect. (e) The Administrator may charge to the Plan its costs of handling Qualified Domestic Relations OrdersOrder. If the order (or modification thereof) is qualified, includingthe segregated amounts shall be paid according to the order. If the order is not qualified, but not limited toany segregated accounts plus earnings thereon shall be returned to their original account. If the Plan Fiduciaries follow these procedures, attorneys’ feesthe Plan and all Fiduciaries shall be relieved of any liability to any Participant or alternate payee. If an order is subsequently found to be a Qualified Domestic Relations Order, litigation expenses, and a reasonable charge for its services in connection therewithall payments shall be prospective only.

Qualified Domestic Relations Orders. The provisions During any period in which the issue of Section 12.2 notwithstandingwhether a Domestic Relations Order is a Qualified Domestic Relations Order is being determined (by the Administration Committee, all or part of a Participant’s Vested benefits arising under this Plan may be transferred to one or more Alternate Payees on the basis of a “qualified domestic relations order,” as that term is defined in Code §414(p), provided that: (1) such order was issued by a court having jurisdiction over of competent jurisdiction, or otherwise), the Administrator; Administration Committee shall direct the Trustee to segregate in a separate account or in an escrow account the amount that would have been payable to the Alternate Payee during such period if the Domestic Relations Order is determined to be a Qualified Domestic Relations Order. If within eighteen (218) months the Domestic Relations Order (or modification thereof) is determined to be a Qualified Domestic Relations Order, the Administration Committee shall direct the Trustee to pay the segregated account (and any earnings or interest thereon) or the balance held in the escrow account, as applicable, to the person or persons entitled thereto. If within eighteen (18) months it is determined that the order is not a Qualified Domestic Relations Order or the issue as to whether such Domestic Relations Order is a Qualified Domestic Relations Order is not resolved, the Administration Committee shall direct the Trustee to pay the segregated account (and any earnings or interest thereon) or the balance of the escrow account, as applicable, to the person or persons who would have been entitled to such amounts if there had been no Domestic Relations Order. Any determination that a Domestic Relations Order is a Qualified Domestic Relations Order which is made after the close of the eighteen (18) month period shall be applied prospectively only. The Administration Committee shall establish reasonable procedures for determining whether a Domestic Relations Order is a Qualified Domestic Relations Order and to administer distributions under Qualified Domestic Relations Orders. When the Plan receives a Domestic Relations Order the Administration Committee shall promptly notify the appropriate Participant and any other Alternate Payee of the receipt of such order was entered by any other court and the Administrator, in its sole discretion, determines that the Administration Committee's procedures for determining whether such order is a Qualified Domestic Relations Order. (a) When appropriate, the Administrator will provide . The Administration Committee shall determine whether a Participant involved in marital litigation with information regarding the nature and value of the Participant’s benefits and will assist the Participant and the court in interpreting that information. (b) The Administrator will establish a written procedure to determine the qualified status of domestic relations orders and to administer distributions under such qualified orders. Such procedure will provide that during the period in which a determination Domestic Relations Order is being made with respect to the qualified status of an order received by the Administrator and for 30 days thereafter: (i) the Administrator will direct the Trustee to segregate and separately account for any sums payable to the Participant that the order requires to be paid to the Alternate Payee; and (ii) the Participant will be prohibited from electing to receive any distribution that would compromise the rights granted to the Alternate Payee by the order, without the Alternate Payee’s written consent. (c) Neither the Alternate Payee nor any person claiming through the Alternate Payee will have the right to transfer benefits to another Alternate Payee. (i) In all other respects, the benefits transferred pursuant to a Qualified Domestic Relations Order will be administered in accordance with the provisions within a reasonable period after receipt of this Plansuch order, and shall within a reasonable time after such determination notify the Participant and each Alternate Payee will have all the rights and duties of a fully Vested Participant who had incurred a Termination of Employment. (ii) With respect to benefits transferred to an Alternate Payee pursuant to this Sectionsuch determination. -------------------------------------------------------------------------------- Hastings Books, the Alternate Payee will have all of the rights of a Participant who has incurred a Termination of EmploymentMusic & Video, to the exclusion of any claim thereto on the part of the Participant. (d) A subpoena or other instrument of judicial process that: (i) is directed to the Administrator, its constituent corporations, or its officers or employees, (ii) appears on its face to be issued in the course of marital litigation to which a Participant is a party, and (iii) seeks information regarding the nature or value of the Participant’s pension benefits, may be honored by the Administrator, in its sole discretion, without interposing any defense on the grounds of technical or jurisdictional defect. (e) The Administrator may charge to the Inc. Employee Stock Ownership Plan its costs of handling Qualified Domestic Relations Orders, including, but not limited to, attorneys’ fees, litigation expenses, and a reasonable charge for its services in connection therewith.Page 41

Qualified Domestic Relations Orders. The provisions Plan Administrator shall adhere to the terms of Section 12.2 notwithstandingany judgment, decree or order (including approval of a property settlement agreement) which relates to the provision of child support, alimony payments, or marital property rights to a spouse, former spouse, child or other dependent of a Participant and is made pursuant to a state domestic relations law (including a community property law) and which creates or recognizes the existence of an Alternate Payee's right to, or assigns to an Alternate Payee the right to, receive all or part a portion of the benefits payable with respect to a Participant. Any such domestic relations order must clearly specify the name and last known mailing address of the Participant and the name and mailing address of each Alternate Payee covered by the order, the amount or percentage of the Participant's benefit to be paid by the Plan to each such Alternate Payee, or the manner in which such amount or percentage is to be determined, the number of payments or period to which such order applies, and each plan to which such order applies. Any such domestic relations order shall not require the Plan to provide any type or form of benefit, or any option not otherwise provided under the Plan, to provide increased benefits, or the payment of benefits to an Alternate Payee which are required to be paid to another Alternate Payee under another order 14535 63 05/01/07 previously determined to be a Qualified Domestic Relations Order. Distributions to an Alternate Payee are permitted on or after the date a Domestic Relations Order is determined to be a Qualified Domestic Relations Order, even if the Participant continues to be employed and has not attained the "earliest possible retirement age" pursuant to section 414(p) of the Code. For this purpose, the "earliest possible retirement age" under the Plan means the earlier of: (a) the date on which the Participant is entitled to a distribution under the Plan, or (b) the later of the date the Participant attains age 50, or the earliest date on which the Participant could begin receiving benefits under the Plan if the Participant separated from service. The payment of benefits to an Alternate Payee before the Participant has separated from service shall be determined as if the Participant had retired, or otherwise terminated employment, on the date on which such payment is to begin under the Qualified Domestic Relations Order, (but taking into account only the benefits actually accrued), and may be paid in any form in which such benefits may be paid under the Plan to the Participant (other than the form of a Participant’s Vested benefits arising under this Plan may be transferred Joint and Survivor Annuity with respect to one or more the Alternate Payees on Payee and his subsequent spouse). To the basis extent provided in the Qualified Domestic Relations Order, the former spouse of a “Participant shall be treated as a surviving spouse of such Participant for purposes of sections 401(a)(11) and 417 of the Code (and any spouse of the Participant shall not be treated as a spouse of the Participant for such purposes) and if married for at least one (1) year to the Participant, the surviving former spouse shall be treated as meeting the requirements of section 417(d) of the Code. The Plan Administrator shall promptly notify the Participant and each Alternate Payee of the receipt of a domestic relations order by the Plan and the Plan's procedures for determining the qualified status of domestic relations orders. Within a reasonable period after receipt of a domestic relations order,” as that term is defined in Code §414(p), provided that: (1) the Plan Administrator shall determine whether such order was issued is a Qualified Domestic Relations Order and shall notify the Participant and each Alternate Payee of such determination. If the Participant or any affected Alternate Payee disagrees with the determinations of the Plan Administrator, the disagreeing party shall be treated as a claimant and the claims procedure of Part 3, Article 9 shall be followed. The Plan Administrator may bring an action for a declaratory judgment in a court of competent jurisdiction to determine the proper recipient of the benefits to be paid by the Plan. During any period in which the issue of whether a domestic relations order is a Qualified Domestic Relations Order is being determined (by the Plan Administrator, by a court having of competent jurisdiction over or otherwise), the Administrator; Plan Administrator shall separately account for the amounts which would have been payable to the Alternate Payee during such period if the order had been determined to be a Qualified Domestic Relations Order. If, within the eighteen (18) month period beginning on the date on which the first payment would be required to be made under the domestic relations order, the order (or modification thereof) is determined to be a Qualified Domestic Relations Order, the Plan Administrator shall pay the segregated amounts, including any interest thereon, to the person or persons entitled thereto. If within such eighteen (218) month period it is determined that the order is not a Qualified Domestic Relations Order or the issue as to whether such order was entered by is a Qualified Domestic Relations Order is not resolved, then the Plan Administrator shall pay the segregated amounts, including any other court and interest thereon, to the Administrator, in its sole discretion, determines person or persons who would have been entitled to such amounts if there had been no order. Any determination that the an order is a Qualified Domestic Relations Order. (a) When appropriate, which is made after the Administrator will provide a Participant involved in marital litigation with information regarding the nature and value close of the Participant’s benefits and will assist the Participant and the court in interpreting that informationeighteen (18) month period, shall be applied prospectively only. (b) The Administrator will establish a written procedure to determine the qualified status of domestic relations orders and to administer distributions under such qualified orders. Such procedure will provide that during the period in which a determination is being made with respect to the qualified status of an order received by the Administrator and for 30 days thereafter: (i) the Administrator will direct the Trustee to segregate and separately account for any sums payable to the Participant that the order requires to be paid to the Alternate Payee; and (ii) the Participant will be prohibited from electing to receive any distribution that would compromise the rights granted to the Alternate Payee by the order, without the Alternate Payee’s written consent. (c) Neither the Alternate Payee nor any person claiming through the Alternate Payee will have the right to transfer benefits to another Alternate Payee. (i) In all other respects, the benefits transferred pursuant to a Qualified Domestic Relations Order will be administered in accordance with the provisions of this Plan, and the Alternate Payee will have all the rights and duties of a fully Vested Participant who had incurred a Termination of Employment. (ii) With respect to benefits transferred to an Alternate Payee pursuant to this Section, the Alternate Payee will have all of the rights of a Participant who has incurred a Termination of Employment, to the exclusion of any claim thereto on the part of the Participant. (d) A subpoena or other instrument of judicial process that: (i) is directed to the Administrator, its constituent corporations, or its officers or employees, (ii) appears on its face to be issued in the course of marital litigation to which a Participant is a party, and (iii) seeks information regarding the nature or value of the Participant’s pension benefits, may be honored by the Administrator, in its sole discretion, without interposing any defense on the grounds of technical or jurisdictional defect. (e) The Administrator may charge to the Plan its costs of handling Qualified Domestic Relations Orders, including, but not limited to, attorneys’ fees, litigation expenses, and a reasonable charge for its services in connection therewith.