(a) Definitions. As used in this Section, the following terms have the meanings set forth below.

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1 EMPLOYEE BENEFIT REPS AND WARRANTIES FOR STOCK PURCHASE WHERE REPRESENT THE BUYER Section 1.1 Employee Benefits. (a) Definitions. As used in this Section, the following terms have the meanings set forth below. (i) ERISA Affiliate means, with respect to the Seller, any other person that, together with the Seller, would be treated as a single employer under IRC 414. (ii) 3(37)(A). Multi-Employer Plan has the meaning given in ERISA (iii) Other Benefit Obligations means all obligations, arrangements, or customary practices, whether or not legally enforceable, to provide benefits, other than salary, as compensation for services rendered, to present or former directors, employees, or agents, other than obligations, arrangements, and practices that are Plans. Other Benefit Obligations include consulting agreements under which the compensation paid does not depend upon the amount of service rendered, sabbatical policies, severance payment policies, and fringe benefits within the meaning of IRC 132. (iv) PBGC means the Pension Benefit Guaranty Corporation, or any successor thereto. (v) Pension Plan has the meaning given in ERISA 3(2)(A). (vi) Plan has the meaning given in ERISA 3(3). (vii) Plan Sponsor has the meaning given in ERISA 3(16)(B). (viii) Qualified Plan means any Plan that meets or purports to meet the requirements of IRC 401(a) (including Plans described in IRC 403(b)). (ix) Seller Other Benefit Obligation means an Other Benefit Obligation owed, adopted, or followed by the Seller or an ERISA Affiliate of Seller. (x) Seller Plan means a Plan of which the Seller or an ERISA Affiliate is or was a Plan Sponsor, or to which the Seller or an ERISA Affiliate otherwise contributes or has contributed, or in which the Seller or an ERISA Affiliate otherwise participates or has participated. All references to Plans are to Company Plans unless the context requires otherwise. (xi) Seller VEBA means a VEBA whose members include employees of Seller or any ERISA Affiliate of Seller. (xii) Title IV Plans means all Pension Plans that are subject to Title IV of ERISA, 29 U.S.C et seq., other than Multi-Employer Plans.

2 (xiii) VEBA means a voluntary employees beneficiary association under IRC 501(c)(9). (xiv) Welfare Plan has the meaning given in ERISA 3(1). (b) Disclosure Schedules. Schedule 1.1(b) sets forth the following: (i) Identification of all Plans and Other Benefit Obligations. Schedule 1.1(b)(1) contains a complete and accurate list of all current Seller Plans, Seller Other Benefit Obligations, and Seller VEBAs as of the date of this Agreement as well as a complete and accurate list of any Seller Plans, Seller Other Benefit Obligations, and Seller VEBAs no longer offered but offered within the last five (5) years, and identifies as such all Seller Plans that are: (A) (B) (C) (D) (E) (F) defined benefit Pension Plans (such as a church plan); Qualified Plans; Title IV Plans; Multi-Employer Plans; VEBAs; or Welfare Plans. (ii) Identification of all Participating Entities in the Plans. Schedule 1.1(b)(ii) contains a complete and accurate list of: (A) (B) Sponsor, all ERISA Affiliates; and all Plans of which any such ERISA Affiliate is or was a Plan in which any such ERISA Affiliate participates or has participated, or to which any such ERISA Affiliate contributes or has contributed. (iii) [INCLUSION DEPENDS ON WHETHER THERE IS A MUTLI- EMPLOYER PLAN] Identification of Withdrawal Liability for all Multi- Employer Plans. Schedule 1.1(b)(iii) sets forth, for each Multi-Employer Plan, as of its last valuation date, the amount of potential withdrawal liability of Seller and any of Seller s other ERISA Affiliates, calculated according to information made available under ERISA 4221(e). (iv) [INCLUSION DEPENDS ON WHETHER RETIREE HEALTH BENEFITS ARE OFFERED.] Identification of Retiree Health Benefits. Schedule 1.1(b)(iv) sets forth a calculation of the liability of Seller for postretirement benefits other than pensions, made in accordance with Financial Accounting Statement 106 of the Financial Accounting Standards Board, regardless of whether any Seller is required by this Statement to disclose such information.

3 (v) [INCLUSION DEPENDS ON WHETHER THERE ARE ANY PLAN NOT SUBJECT TO ERISA REPORTING AND DISCLOSURE.] Identification of Plans Not Subject to Reporting Under ERISA. Schedule 1.1(b)(v) sets forth the financial cost of all obligations owed under any Seller Plan or Seller Other Benefit Obligation that is not subject to the disclosure and reporting requirements of ERISA. (c) Disclosure Documents Provided. Seller has made available to Buyer: (i) Plan and Other Benefit Obligation Documents. A true, correct and complete copy of each Seller Plan, each Seller Other Benefit Obligation and/or each Seller VEBA and all related materials to each such Seller Plan, each such Seller Other Benefit Obligation and each such Seller VEBA, including but not limited to: (A) accompanying trust agreements, if any; (B) summary plan descriptions of Seller Plans for which Seller is required to prepare and distribute; (c) all summaries and descriptions furnished to participants and beneficiaries regarding Seller Plans, Seller Other Benefit Obligations and/or Seller VEBAs for which a plan description or summary plan description is not required; and (d) as applicable; the most recent actuarial statements and financial statements, (ii) Employee Roll, Payroll and Handbooks. A true, correct and complete listing of all personnel, their respective payroll, and any employment manuals, handbook and policies of the Seller and any ERISA Affiliate; (iii) Benefit Offering that are Not in Writing. A written description of any Seller Plan or Seller Other Benefit Obligation that is not otherwise in writing; (iv) Insurance Contracts and Policies. A true, correct and complete copy of all insurance contracts, policies and related insurer documents purchased by or to provide benefits under any Seller Plan and Seller Other Benefit Obligations; (v) Third-Party Contracts to the Plans. A true, correct and complete copy of all contracts with third party administrators, actuaries, investment managers, consultants, and other independent contractors that relate to any Seller Plan and Seller Other Benefit Obligation; (vi) Third Party Reports on the Plans. A true, correct and complete copy of any and all reports submitted within the four (4) years preceding the date of this Agreement by third party administrators, actuaries, investment managers, consultants, or other independent contractors with respect to any Seller Plan and Seller Other Benefit Obligation;

4 (vii) COBRA Notifications. A true and correct copy of any and all notifications to employees of the Seller or any ERISA Affiliate of their rights under ERISA 601 et seq. and IRC 4980B; (viii) Form 5500 Filings. A true, correct and complete copy of the Form 5500 filed in each of the most recent three (3) plan years with respect to each Seller Plan and Seller Other Benefit Obligations, including any and all schedules thereto and the accompanying opinions of independent accountants, if any; (ix) Determination Letters. With respect to Qualified Plans and VEBAs, if any, a true, correct and complete copy of the most recent determination letter or opinion letter for each Plan of the Seller or an ERISA Affiliate that is a Qualified Plan and for each VEBA; (x) Governmental Notices Relating to the Plans. A complete copy of any and all notices that were given by the IRS, the PBGC, or the Department of Labor to the Seller, any ERISA Affiliate, or any Seller Plan within the four (4) years preceding the date of this Agreement (e.g., IRS audit requests, etc.); (xi) Notices Relating to the Plan Provided to Governmental Entities or Participants. A complete copy of any and all notices that were given by the Seller, any ERISA Affiliate or any Seller Plan to the IRS, the PBGC, the Department of Labor or any participant or beneficiary, pursuant to statute, within the four (4) years preceding the date of this Agreement, including notices that are expressly mentioned elsewhere in this Section; (xii) [INCLUSION DEPENDS ON WHETHER THERE ARE ANY COLLECTIVELY BARGAINED EMPLOYEES.] Collective Bargaining Agreement. A true, correct and complete copy of all collective bargaining agreements under which contributions have been made or obligations incurred (including both pension and welfare benefits) by Seller and the ERISA Affiliates, and all collective bargaining agreements under which contributions are being made or obligations are owed by such entities; (xiii) [INCLUSION DEPENDS ON WHETHER THE SELLER OFFERS AN EMPLOYER STOCK FUND UNDER ITS QUALIFIED PLAN.] Employer Stock Fund. A true, correct and complete copy of all registration statements filed with the SEC with respect to any Seller Plan; and (xiv) [INCLUSION DEPENDS ON WHETHER A DEFINED BENEFIT PENSION PLAN IS OFFERED BY THE SELLER.] Title IV Plans. With respect to Title IV Plans, the Form PBGC-1 filed for each of the three (3) most recent plan years. (d) Representations and Warranties of the Seller. Except as set forth in Schedule 1.1(d), the Seller represents and warrants that: (i) Obligations. Applicable to all Seller Plans and Seller Other Benefit

5 (A) Plans are Legal and Binding. Each such Seller Plan and each such Seller Other Benefit Obligation listed on Schedule 1.1(b) is legally valid and binding as of the date of this Agreement and in full force and effect. (B) Legal Compliance. Seller, with respect to all Seller Plans and Seller Other Benefits Obligations is, and each Seller Plan and Seller Other Benefit Obligation is, in full compliance, both in form and operation, with ERISA, the IRC, and all other applicable Legal Requirements, including the provisions of such Legal Requirements expressly mentioned in this Section, and each of the Seller Plans and Seller Other Benefit Obligations has been and presently is being operated in material compliance with the terms of the operative plan documents. (I) Prohibited Transactions. No transaction prohibited by ERISA 406 and no prohibited transaction under IRC 4975(c), for which an applicable exemption is not available, has occurred with respect to any Seller Plan and Seller Other Benefit Obligations. (II) Excise Taxes and Penalties. The Seller has no liability to the IRS with respect to any Seller Plan and Seller Other Benefit Obligations, including any liability imposed by Chapter 43 of the IRC. (III) PBGC Liability. The Seller has no liability to the PBGC with respect to any Seller Plan or Seller Other Benefit Obligations and has no liability under ERISA 502 or (IV) IRC and ERISA Notices. All filings required by ERISA and the IRC as to each Seller Plan and Seller Other Benefit Obligations have been timely filed, and all notices and disclosures to participants required by either ERISA or the IRC have been timely provided. (V) Plan Contributions. All contributions and payments have been timely made or accrued with respect to all Seller Plans and Seller Other Benefit Obligations and are deductible under IRC 162 or 404. No amount or any asset of any Seller Plan is subject to tax as unrelated business taxable income. (VI) Reports and Filings. All reports required by any governmental agency and disclosures required to be made to participants and beneficiaries with respect to any Seller Plan listed on Schedule 1.1(b) for any reason have been timely filed or made. (C) Financial Obligations and Financial Records. The Seller has performed all of its respective obligations under all Seller Plans and Seller Other Benefit Obligations. The Seller has made appropriate entries in its financial records and statements for all obligations and liabilities under

6 such Seller Plans and Seller Other Benefit Obligations that have accrued but are not due. (D) Compliance Corrections. Neither Seller nor any of its ERISA Affiliates has made any voluntary correction program submission to either the Internal Revenue Service or the Department of Labor with respect to any compliance failure or operational failure as relates to any Seller Plan listed in Schedule 1.1(b). (E) No Stock Bonus, Pension or Profit-Sharing Plans. No Seller Plan is a stock bonus, pension, or profit-sharing plan within the meaning of IRC 401(a). (F) No Inaccurate Verbal Statements. No statement, either written or oral, has been made by the Seller to any Person with regard to any Seller Plan or Seller Other Benefit Obligation that was not in accordance with the Seller Plan or Seller Other Benefit Obligation and that could have an adverse economic consequence to Seller or to Buyer. (G) Reservation of Termination Right. Each Seller Plan contains authority to terminate providing Buyer with the ability to terminate such Seller Plan in the future, subject to applicable Legal Requirements. (H) No Litigious Claims. Other than claims for benefits submitted by participants or beneficiaries, no claim against, or legal proceeding involving, any Seller Plan or Seller Other Benefit Obligation is pending or, to Seller s Knowledge, is Threatened. (I) Qualified Trusts. Each Qualified Plan of the Seller is qualified in form and operation under IRC 401(a) and each such trust for each such Qualified Plan is exempt from federal income tax under IRC 501(a). No event has occurred or circumstance exists that will or could give rise to disqualification or loss of tax-exempt status of any such Qualified Plan or trust. (J) No Intent to Terminate. Neither the Seller nor any ERISA Affiliate has filed a notice of intent to terminate any Seller Plan or has adopted any amendment to treat a Seller Plan as terminated. The PBGC has not instituted proceedings to treat any Seller Plan as terminated. No event has occurred or circumstance exists that may constitute grounds under ERISA 4042 for the termination of, or the appointment of a trustee to administer, any Seller Plan. (ii) [INCLUSION DEPENDS ON WHETHER THERE IS A DEFINED BENEFIT PENSION PLAN.] Defined Benefit Pension Plans. (A) PBGC Premiums Fully Paid. The Seller has paid, if applicable, all amounts due to the PBGC pursuant to ERISA 4007.

7 (B) Pension Plan Meets IRC 436. No amendment has been made, or is reasonably expected to be made, to any Seller Plan that has required or could require the provision of security under IRC 401(a)(29). (C) No Accumulated Funding Deficiency. No accumulated funding deficiency, whether or not waived, exists with respect to any Seller Plan; no event has occurred or circumstance exists that may result in an accumulated funding deficiency as of the last day of the current plan year of any such Seller Plan. (D) Actuarial Report is Accurate. The actuarial report for any Pension Plan pursuant to which the Seller or any ERISA Affiliate participated, fairly presents the financial condition and the results of operations of each such Pension Plan in accordance with GAAP. (E) No Increase in Benefits Since Last Valuation Date. Since the last valuation date for each Pension Plan pursuant to which the Seller or any ERISA Affiliate participated, no event has occurred or circumstance exists that would increase the amount of benefits under any such Pension Plan or that would cause the excess of Pension Plan assets over benefit liabilities (as defined in ERISA 4001) to decrease, or the amount by which benefit liabilities exceed assets to increase, other than the normal market fluctuation of the investments from time to time. (F) No Reportable Events. No reportable event (as defined in ERISA 4043 and in regulations issued thereunder) has occurred. (G) No Liability to the PBGC. There is no fact or circumstance that may give rise to any liability of Seller or Buyer to the PBGC under Title IV of ERISA. (iii) Title IV Plans and Multi-Employer Plans. (A) Title IV Plans and Multi-Employer Plans Never Been Offered. Neither Seller nor any other ERISA Affiliate has established, maintained, or contributed to, or had any obligation to establish, maintain or contribute to any: (I) (II) (III) plan or arrangement that is a Title IV Plan; Multi-Employer Plan; or multiple employer plan as defined in IRC 413(c). (B) No Withdrawal Liability. Neither the Seller nor any ERISA Affiliate has ceased operations at any facility or has withdrawn from any Title IV Plan or Multi-Employer Plan in a manner that would subject any entity or the Seller to liability under ERISA 4062(e), 4063, or (iv) Health and Welfare Plans and VEBAs.

8 (A) No Increase in Cost. No event has occurred or circumstance exist that could result in an increase in premium costs of Seller Plans and Seller Other Benefit Obligations that are insured, or an increase in benefit costs of such Seller Plans and Seller Other Benefit Obligations that are selfinsured, other than any such increase that has not had and is not reasonably likely to have a Material Adverse Effect. (B) No Multiple Employer Plan or VEBA. Neither Seller nor any other ERISA Affiliate has established, maintained, or contributed to, or had any obligation to establish, maintain or contribute to: (I) a multiple employer welfare arrangement within the meaning of ERISA Section 3(40)(A); or (II) a voluntary employees beneficiary association under IRC 501(c)(9). (C) No Retiree Health Plan. Neither Seller nor any other ERISA Affiliate has any obligation to provide any medical, life or similar benefits to current or future retired or terminated employees, their spouses or dependents following termination of employment except as required in ERISA 601. (v) COBRA. Seller has complied with the provisions of ERISA 601 et seq. and IRC 4980B. (vi) Executive Compensation Related Matters. (A) Severance and Accelerated Payments. The consummation of the Contemplated Transactions will not: (I) entitle any current or former employee, officer, director or independent contractor of the Seller to severance pay, unemployment compensation or any other payment; (II) accelerate the time or payment or vesting, or increase the amount of payments or compensation due any such individual, or (III) result in any prohibited transaction described in ERISA 406 or IRC 4975 for which an exemption is not available. (B) No Golden Parachutes. No payment that is owed or may become due to any director, officer, employee, or agent of the Seller or any ERISA Affiliate will be non-deductible to the Seller or subject to tax under IRC 280G or 4999; nor will any Seller or ERISA Affiliate be required to gross up or otherwise compensate any such person because of the imposition of any excise tax on a payment to such person. (C) Nonqualified Deferred Compensation. Each Seller Plan that is a nonqualified deferred compensation plan (as defined in IRC 409A(d)(1)) has been operated since January 1, 2005 in good faith

9 compliance with IRC 409A and the underlying IRS guidance and Department of Treasury regulations.