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Investment Policy Statement

Foreword

This Investment Policy Statement is intended to summarize the underlying philosophy and processes for the selection, monitoring, and evaluation of investment options offered under the 涩里番下载 401(k) Retirement Plan (the "Plan"). This policy has been developed to assist the Plan Investment Committee (the 鈥淐ommittee鈥�) in meeting their fiduciary responsibilities under the Employee Retirement Income Security Act of 1974 (鈥淓RISA鈥�), as amended, including details of Section 404(c)].

It contains:

1. An outline of Plan structure and underlying philosophy;
2. Performance objectives and other criteria to be used by the Committee to review and evaluate the investment results of Plan investment options; and
3. Responsibilities of the Committee, Investment Providers, and Plan participants.

These guidelines, established by the Committee, became effective April 1, 2006, as a modification and elaboration of practices the Committee has previously utilized. These guidelines will be revised and modified as appropriate on a periodic basis to reflect such factors as changes in the investment environment, manager performance, participant objectives and the Committee鈥檚 expectations.

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Plan Structure

The Plan is a qualified defined contribution plan, which provides for contributions by the employees of 涩里番下载 and for matching contributions by 涩里番下载. The Plan is intended to be structured as an 鈥淓RISA Section 404(c) plan,鈥� which means the fiduciaries of the Plan may be relieved of liability for any losses which are the direct and necessary result of investment instructions given by such participants.

In general terms, ERISA 404(c) requires:

• Providing each participant an opportunity to exercise independent control over the assets in his or her account;
• Providing participants the opportunity to give instructions exercising control over the assets in their account with a frequency which is appropriate for each investment option in light of each option鈥檚 volatility;
• Providing each participant an opportunity to choose from a range of investment options; and
• Providing each participant sufficient information to make informed decisions with regard to investment alternatives available.

Recognizing that a defined contribution program can provide a primary method for retirement savings and that individual participants will have differing circumstances and investment objectives, this Plan offers a variety of investment alternatives intended to provide a sound and flexible means to materially affect both the potential return and the degree of risk in each participant鈥檚 account.

Investment options have been selected that:

• Cover a risk/return spectrum of appropriate investment classes;
• Are distinguishable and have distinct risk/return characteristics;
• Are diversified and professionally managed;
• Charge fees that are reasonable for the asset class and investment style; and
• Provide the participant with the opportunity to structure a portfolio with risk and return characteristics at any point within a normally appropriate range of investment strategies.

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General Guidelines for Selecting and Monitoring Investment Options

The Committee has determined that a number of factors should be reviewed when selecting and evaluating the range of investment options. These general criteria may include:

• The size, history, and reputation of the investment firm that manages the investment option;
• The experience of the individual manager for each investment option;
• The investment objectives and structure of the option;
• Its historical risk and return measured against appropriate benchmarks and/or peer groups;
• The cost to participants, including any purchase or exchange fees, as well as its annual operating expenses; and
• The ability to assist participants in meeting their individual investment goals when evaluated with the other available investment options.

On a periodic basis, the Committee will specifically review the range of investment options provided and the performance of each investment option available in the Plan. Should an investment option fail to satisfy its performance criteria, or should some other material change prompt concerns as to the appropriateness of continuing to offer that investment option in the Plan, the Committee may take any or all of the following actions:

• Establish a probationary period during which any area of concern will be assessed and, if necessary, corrected;
• Supplement the investment option(s) with one or more alternative investment option(s) for that category;
• Replace the investment option with one or more alternative investment option(s) for that category;
• Freeze the investment option to new contributions or exchanges but allow participants to maintain current balances if desired;
• Eliminate the investment option.

Changes to the investment options available to participants will be made at the sole discretion of the Committee, which shall document its analysis and decisions in the Committee minutes.

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Roles and Responsibilities

Investment Committee

Members of the Committee are 鈥渇iduciaries鈥� as defined by ERISA. The Committee will direct its duties with respect to the Plan solely in the interest of the Plan鈥檚 participants and beneficiaries. The duties and responsibilities of the Committee include:

• Developing, reviewing, and revising Plan investment policies;
• Selecting the trustee, the recordkeeper, and the investment options;
• Evaluating individual investment option performance and authorizing changes to the investment options, if necessary;
• Determining the default investment option for assets in the plan that are without specific investment direction; and
• Providing participants with access to educational materials and other information regarding the investment options under the plan.
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Investment Provider(s)

The duties and responsibilities of the Plan鈥檚 Investment Provider(s) may include:

• Communicating with and reporting to the Committee on a regular basis (at least annually);
• Notifying the Committee of any issue that may impact the investment of Plan assets (e.g., change in ownership, professional staff, investment philosophy and/or process);
• Investing Plan assets with the care, skill, prudence, and diligence that a prudent investment professional would exercise in the investment of those assets; and
• Meeting as requested with the Committee to discuss investment strategy and review past performance.
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Participants

It is each individual participant鈥檚 responsibility to:

• Review sufficient information to make informed decisions with regard to the investment options available to him or her in the plan; and
• Give investment instructions for his or her account balance and future contributions to the identified plan recordkeeper.

This Investment Policy Statement was adopted by the Committee at its February 27, 2006 meeting.