Exhibit 4.4

CLEAR CHANNEL COMMUNICATIONS, INC.

401(k) SAVINGS PLAN

As Amended and Restated

Effective January 1, 2009

(Except as otherwise noted or required by law)

TABLE OF CONTENTS

- i -

TABLE OF CONTENTS

(continued)

- ii -

TABLE OF CONTENTS

(continued)

- iii -

TABLE OF CONTENTS

(continued)

- iv -

CLEAR CHANNEL COMMUNICATIONS, INC.

401(k) SAVINGS PLAN

PREAMBLE

Clear Channel Communications, Inc. (“Company”) established the Clear Channel Communications, Inc. 401(k) Savings Plan (the “Plan”) effective January 1, 1987 and received a determination letter from the IRS dated May 20, 1988. Subsequently, the Plan was amended and restated (i) with a July 27, 1990 adoption date, (ii) with a August 15, 1994 adoption date (and received a favorable determination letter from the IRS dated January 7, 1995), (iii) with a December 27, 1994 adoption date (and an amendment was made to such Plan effective January 1, 1997), (iv) effective July 1, 1999 (for certain legislative requirements and various plan design changes), and (v) effective July 1, 1999 (for certain legislative requirements, to incorporate certain Plan amendments, and make other Plan design changes) (and an amendment was made to such Plan effective January 1, 2002 unless otherwise noted or required by law). The Company received a favorable determination letter dated April 11, 2003 from the IRS regarding the continued qualified status of the Plan.

The Company acquired (i) Metroplex/Robinson Broadcasting Company and merged the Metroplex/Robinson Broadcasting Company Thrift Incentive Plan into the Plan effective on or about December 23, 1994 and (ii) U.S. Radio, Inc. and merged the U.S. Radio, Inc. 401(k) Plan into the Plan effective September 23, 1996.

Subsequently, the Company acquired certain entities including Dame Media, Inc., Triumph Taxi Advertising, LLC, AMFM Inc., Eller Media Company (aka Clear Channel Outdoor, Inc.), Spectacolor Media LLC, Universal Outdoor, Inc., The Ackerley Group Inc., WOKR-TV, WIXT-TV and MJI Broadcasting, Inc. In connection with such acquisitions, (i) Dame Media, Inc. Retirement Plan (“Dame Media Plan”) was merged into the Plan effective December 1, 1999, (ii) Triumph Taxi Advertising, LLC 401(k) Plan (“Taxi Tops Plan”) was merged into the Plan effective June 1, 2001, (iii) AMFM Inc. 401(k) Savings Plan (“AMFM Plan”) was merged into the Plan effective January 1, 2002, (iv) Clear Channel Outdoor, Inc. 401(k) Plan (“Outdoor Plan”) was merged into the Plan effective as of April 1, 2002 or as soon as administratively feasible thereafter, (v) Spectacolor Media LLC Plan (“Spectacolor Plan”) was merged into the Plan effective as of July 1, 2002, (vi) Universal Outdoor, Inc. Profit Sharing and Savings Plan (“Universal Plan”) and Evergreen Media Corporation 401(k) Plan (“Evergreen Plan”) were merged into the Plan effective December 30, 2002, (vii) the Ackerley Group, Inc. Savings and Retirement Plan (“Ackerley Plan”) was merged into the Plan effective January 16, 2003, (viii) the WIXT-TV Savings and Retirement Plan (“WIXT Plan”) was merged into the Plan effective November 30, 2003, (ix) the WOKR-TV 401(k) Profit Sharing & Savings Plan (“WOKR Plan”) was merged into the Plan effective March 31, 2004, and (x) the MJI Broadcasting, Inc. 401(k) Plan (“MJI Plan”) was merged into the Plan effective June 30, 2004.

The Company previously amended and/or restated the Plan (including the Prior Plans, as required, and as applicable, to maintain the tax-qualified status of each such Prior Plan), to comply with the qualification requirements of the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997, the Internal Revenue Service Restructuring and Reform Act of 1998, and the Community Renewal Tax Relief Act of 2000 (collectively, “GUST”), and other provisions of the Code, applicable statutes, regulations, and/or other IRS requirements. The Plan (including the Prior Plans, as necessary, and as applicable, to comply with certain qualification requirements) was also amended and restated to (i) comply

- i -

with the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”), (ii) incorporate and authorize certain amendments to the Plan since the last restatement of the Plan, and (iii) make other desired plan design changes.

It should be noted that (i) the AMFM Plan and the Evergreen Plan were previously restated for GUST under a separate plan document and such plans have received a favorable determination letter from the IRS regarding GUST, (ii) the Outdoor Plan was restated for GUST under a separate plan document and has a determination letter application pending with the IRS, and (iii) the Spectacolor Plan and the Universal Plan were amended, as necessary to comply with GUST, by adopting the applicable GUST provisions under the Plan, effective January 1, 2002 or as required by GUST or applicable law, since the Spectacolor Plan and the Universal Plan were prototype plans still within their applicable GUST remedial amendment period.

Furthermore, the Plan was previously amended to reflect that (i) the loan provisions under Article VIM of the Plan apply to the Universal Plan and the Evergreen Plan, as applicable, effective as of January 1, 2002, and (ii) the minimum required distribution provisions under Section 9.04 of the Plan, as amended effective January 1, 2002, apply to the Universal Plan.

The Plan was amended and restated effective January 1, 2003 to (i) incorporate amendments to the Plan since the last restatement of the Plan, (ii) reflect the transfer of assets from the Ackerley Plan into the Plan effective January 16, 2003, and (iii) make other desired plan changes. This amended and restated version of the Plan was subsequently amended as follows: (i) effective January 1, 2004, to permit Catch-Up Contributions to be made to the Plan and to amend related provisions of the Plan, (ii) effective January 1, 2005, to (a) update certain references in the Plan document to “Clear Channel Worldwide,” (b) revise the Plan’s definitions of “Beneficiary” and “Earnings,” (c) revise certain hardship distribution, loan, and investment election provisions of the Plan, (d) revise the Plan’s provisions regarding the distribution of excess deferrals from the Plan and the Plan’s nondiscrimination testing provisions, and (e) clarify the Plan’s distribution provisions with respect to a change in employment status, (iii) effective March 28, 2005, to provide for rollover of certain mandatory distributions exceeding one thousand dollars ($1,000) to an individual retirement plan, (iv) effective September 1, 2005, to add an “ESOP” stock bonus plan component to the Plan., and (v) effective January 1, 2008, revise the Plan’s provisions regarding special events that result in full vesting in plan contributions.

The Plan was subsequently amended and restated, effective January 1, 2009 (except as provided herein or required by applicable law) as follows to: (i) reflect certain IRS- and statutorily-required changes, (ii) reflect the mergers of the WIXT Plan, the WOKR Plan, and the MJI Plan into the Plan, (iiii) reflect, effective January 30, 2009, the wind-up of the employee stock ownership portion of the Plan as a result of the July 30, 2008 sale of Clear Channel Communications, Inc. securities held by the Plan and the subsequent January 30, 2009 final distribution of dividends on such securities, (iv) clarify certain provisions under the Plan, and (v) reflect recent actions taken by the Committee. This amended and restated version of the Plan was subsequently amended effective July 27, 2009, to provide for limitations on the investment by members in the employer stock fund that holds Class A common shares of Clear Channel Outdoor Holdings, Inc.

All of the prior amendments that have been made to the Plan since the enactment of EGTRRA are intended to evidence good faith compliance with the requirements of EGTRRA and other statutes and regulations with respect to which good faith amendments were required to be made on or before December 31, 2009.

- ii -

By this instrument, the Company desires to hereby amend and restate the Plan generally effective January 1, 2009, except as otherwise provided herein, to: (i) reflect the requirements of the Heroes Earnings Assistance and Relief Tax Act of 2008 that became effective on January 1, 2007, and January 1, 2009, and (ii) reflect additional requirements of the Pension Protection Act of 2006 that became effective on January 1, 2008. The Company intends that this amendment and restatement of the Plan will continue to evidence its good faith compliance with the provisions of EGTRRA. This amendment and restatement of the Plan will also serve as an amendment and restatement of each plan that has been merged into the Plan.

The purposes of the Plan and the Trust established hereunder are to provide for deferred compensation and benefits for eligible employees through a qualified profit sharing plan. The Plan is intended in all respects to be qualified under the Internal Revenue Code of 1986, as amended.

- iii -

ARTICLE I

DEFINITIONS

- 1 -

To the extent not prohibited by state or federal law, if a Member is divorced from his spouse and at the time of his death is not remarried to the person from whom he was divorced, any designation of such divorced spouse as his Beneficiary under the Plan filed prior to the divorce shall be null and void after such divorce.

The Beneficiary designation of each Member in effect under a Prior Plan on the date of the merger of such Prior Plan into the Plan shall remain in effect under the Plan unless (a) the Member already has a Beneficiary designation in effect under the Plan, or (b) the Member executes a new Beneficiary designation in accordance with the provisions of the Plan.

As of December 31, 2005, all previous Beneficiary designations that had been made by any non-electronic method are no longer valid under the Plan.

- 2 -

For Plan Years beginning after December 31, 1996, the Annual Dollar Limit requirement to aggregate Compensation paid to a Highly-Compensated Employee, his spouse and lineal descendants who have not attained age nineteen (19) before the end of the Plan Year, no longer applies.

- 3 -

Notwithstanding the above, the Plan may utilize any alternative method of allocating Plan Year income and gap period income that is enumerated in IRS Regulation §1.401(k)-2(b)(2)(iv) or IRS Regulation §1.402(g)-1(e)(5), as applicable. Notwithstanding the foregoing, gain or loss for the gap period shall not be allocated to excess contributions or excess aggregate contributions made in Plan Years beginning on and after January 1, 2008. Notwithstanding the foregoing, effective January 1, 2010, gain or loss for the gap period shall not be allocated to Deferral Contributions returned to the Member as a result of Contributions exceeding the limitations of Section 402(g) of the Code and constituting excess deferrals.

The original effective date of the Plan is January 1, 1987.

- 4 -

- 5 -

Any other entity which becomes an Affiliated Employer after the Effective Date may commence participation in the Plan only as provided in Section 12.03.

Notwithstanding the foregoing, employees who are nonresident aliens and who receive no earned income from the Employer or an Affiliated Employer which constitutes income from sources within the United States shall be disregarded for all purposes of this Section.

The provisions of this Section 1.28 shall be further subject to such additional requirements as shall be described in section 414(q) of the Code and its applicable regulations, which shall override any aspects of this Section inconsistent therewith.

- 6 -

This definition shall be effective January 1, 1997, except that in determining whether an Employee is a Highly Compensated Employee in 1997, the amendments are treated as having been in effect in 1996. Further, for Plan Years beginning after December 31, 1996, the Annual Dollar Limit requirement to aggregate Statutory Compensation paid to a Highly-Compensated Employee, his spouse and lineal descendants who have not attained age nineteen (19) before the end of the Plan Year, no longer applies.

No hours shall be credited on account of any period during which the Employee performs no duties and receives payment solely for the purpose of complying with

- 7 -

unemployment compensation, workers’ compensation or disability insurance laws. The Hours of Service credited shall be determined as required by sections 2530.200b-2(b) and (c) of Title 29 of the Code of Federal Regulations, and may be based on the monthly equivalency (i.e., one hundred ninety (190) hours for each month in which the employee is credited with at least one Hour of Service) set forth in section 2530.200b-3 of such regulations as determined by the Committee in a reasonable and consistent manner.

- 8 -

- 9 -

For Plan Years after December 31, 1996, the Annual Dollar Limit requirement to aggregate Statutory Compensation paid to a Highly-Compensated Employee, his spouse and lineal descendants who have not attained age nineteen (19) before the close of the Plan Year, no longer applies.

Effective January 1, 2008, Statutory Compensation shall not include any amounts paid after an employee’s severance from employment (as defined in IRS Regulation § 1.415(a)-1(f)(5)) unless such amounts (i) are paid (or would have been paid but for an election under section 125, 132(f)(4), 401(k), 403(b), 408(k), 408(p)(2)(A)(i) or 457(b)) by the later of 2  ¹/2 months after severance from employment with the Employer or the end of the limitation year that includes the date of the severance from employment with the Employer, (ii) are regular compensation for services during the employee’s regular working hours, or compensation for services outside the employee’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar amounts, and (iii) would have been paid to the employee prior to a severance from employment if the employee had continued in employment with the Employer.

- 10 -

For purposes of this Section 1.55, an employee’s years of employment shall only include employment from the time an entity becomes an Affiliated Employer, except as provided under Section 12.03 (regarding certain participating employers), Appendix C (regarding special eligibility and vesting provisions), and/or section 414(a) of the Code (regarding predecessor plans). Pursuant to section 414(a) of the Code, any Prior Plan which is merged into this Plan shall be a predecessor plan.

For the purpose of determining an employee’s “Eligibility Service” under the Plan, all periods of service will be aggregated unless the employee is terminated before he completes one (1) Year of Eligibility Service and has incurred five (5) consecutive Breaks in Service, in which case such employee’s prior service will be disregarded for purposes of determining whether he has a Year of Eligibility Service. A rehired employee whose prior service is not disregarded pursuant to this Section 1.56 will be deemed to have performed such prior non-disregarded service in the year in which the employee resumes employment for purposes of determining if he has worked a twelve (12) month period of service.

In addition, only service performed from the time an entity becomes an Affiliated Employer will be considered in determining a Year of Eligibility Service under the Plan, except as provided under Section 2.01 (regarding eligibility), Section 12.03 (regarding certain participating employers), Appendix C (regarding special eligibility and vesting

- 11 -

provisions), and/or section 414(a) of the Code (regarding predecessor plans). Pursuant to section 414(a) of the Code, any Prior Plan which is merged into this Plan shall be a predecessor plan.

- 12 -

ARTICLE II

ELIGIBILITY AND MEMBERSHIP

For any particular event, in a uniform manner for all similarly situated employees affected by such event, the Committee may permit or exclude any such Employee to become a Member at an Enrollment Date as provided in Section 12.03 or in Appendix C, which may be amended from time to time without need for a formal amendment to the Plan.

Any rehired Employee who at the time of his termination of employment was a Member of this Plan will again become a Member as of such Employee’s reemployment date. Such rehired Employee shall once again become a Member hereunder and shall be eligible to have Deferral Contributions made on his behalf pursuant to the provisions of Section 3.01.

- 13 -

A Member’s membership shall terminate on the date he is no longer employed by the Employer or any Affiliated Employer unless the Member is entitled to benefits (i.e., the Vested Portion of his Accounts) under the Plan, in which event his membership shall terminate when those benefits are distributed to him.

- 14 -

ARTICLE III

CONTRIBUTIONS

Any such Deferral Contributions shall be paid to the Trustees as soon as practicable, but in no event later than the 15th business day of the month following the month in which the amounts would otherwise have been payable to the Member in cash. A Member’s deferral election shall remain in force and effect for all periods following its effective date until modified or terminated or until such Member terminates his employment. Such election shall be subject to the policies and procedures set forth in Appendix D, which may be amended from time to time without need for a formal amendment to the Plan.

As of January 1, 2001, the automatic two percent (2%) reduction for Deferral Contributions under the Plan no longer applies. However, as of December 31, 2000, if a Member’s Compensation is being reduced automatically, without an affirmative election of such reduction, by two percent (2%) pursuant to the provisions of Section 3.01 (a) as in effect prior to January 1, 2001, such automatic two percent (2%) reduction shall continue as though the Member has made an affirmative election under this Section 3.01 (a) until such time as the Member elects otherwise.

- 15 -

The Employer may contribute from time to time on behalf of each of its Members who elect to make Deferral Contributions (including Catch-Up Contributions) an amount equal to a designated percent of the Deferral Contributions (including Catch-Up Contributions) made on behalf of the Member to the Plan during each payroll period. The designated percent of Deferral Contributions (including Catch-Up Contributions) shall not exceed five percent (5%) of the Member’s Compensation for such payroll period and shall be determined by members of the Company’s management team. The Employer shall make a “true-up” calculation and related adjustments with respect to Employer Matching Contributions at the end of the Plan Year as necessary, to ensure that all Members receive the full Employer Matching Contribution to which they are entitled for such Plan Year. To the extent that Employer Matching Contributions are made with respect to Deferral Contributions (including Catch-Up Contributions) for only a portion of a Plan Year, a Member’s Compensation will not be prorated, in accordance with Treasury Regulation section 1.401(a)(17)-1(b)(3)(iii)(B).

- 16 -

In no event, however, shall the Employer Matching Contributions pursuant to this Section 3.02 exceed five percent (5%) of the Member’s Compensation while a Member with respect to a particular Plan Year. The Employer Matching Contributions are made expressly conditional on the Plan satisfying the provisions of Sections 3.01, 3.06, and 3.07. If any portion of the Deferral Contributions to which the Employer Matching Contribution relates is returned to the Member under Sections 3.01, 3.06, and 3.07, the corresponding Employer Matching Contribution shall be forfeited (if not vested) and if any amount of the Employer Matching Contribution is deemed an excess aggregate contribution under Section 3.07, such amount shall be forfeited (if not vested) in accordance with the provisions of that Section. Otherwise, such amounts shall be distributed to the Member (if vested). Any amounts so forfeited shall be used to reduce Employer contributions for such Plan Year or for the next following Plan Year. The Employer Matching Contributions shall be paid to the Trustees as soon as practicable.

With the permission of the Committee and without regard to any limitations on contributions set forth in this Article III, the Plan may receive from an Employee, whether or not he has met the eligibility requirements for membership, in cash (or, in the case of Employer common stock, in kind), any amount previously received (or deemed to be received) by him from a qualified plan described in section 401(a) of the Code. The Plan may receive such amount either directly from the Employee, from an individual retirement account or from a qualified plan in the form of a direct rollover. Notwithstanding the foregoing, the Plan shall not accept any amount unless such amount is eligible to be rolled over to a qualified trust in accordance with applicable law and the Employee provides evidence satisfactory to the Committee that such amount qualifies for rollover treatment. Unless received by the Plan in the form of a direct rollover, the Rollover Contribution must be paid to the Trustees on or before the sixtieth (60th) day after the day it was received by the Employee.

The percentages of Compensation designated by a Member under Section 3.01 shall automatically apply to increases and decreases in his Compensation. A Member may change his election under Section 3.01 at any time by giving such advance Notice as the Committee shall prescribe, including those policies and procedures set forth in Appendix D, which may be amended from time to time without need for a formal amendment to the Plan. The changed percentage shall become effective as soon as practicable following such Notice.

- 17 -

In further restriction of the Member’s elections provided in Section 3.01, it is specifically provided that one of the “actual deferral percentage” tests set forth in section 401(k)(3) of the Code and IRS Regulation §1.401(k)-2(a) must be met in each Plan Year. Such testing shall utilize the “current year testing method” as such term is defined in IRS Notice 98-1 for the Plan effective on and after January 1, 1997 and for Plan Years beginning on or after January 1, 2005, as such term is described in IRS Regulation §1.401(k)-2(a)(2)(ii). With respect to the Dame Media Plan prior to its merger into the Plan, such testing shall utilize the “prior year testing method” as such term is defined in IRS Notice 98-1 effective on and after January 1, 1997. With respect to the Taxi Tops Plan and the Universal Plan prior to their respective merger into the Plan, such testing shall utilize the “current year testing method” effective on and after January 1, 1999 for the Taxi Tops Plan and effective on and after January 1, 1997 for the Universal Plan.

For future Plan Years beginning on or after January 1, 2006, the Plan shall continue to use the current year testing method described above, unless it elects to change to the prior year method pursuant to IRS Regulation §1.401(k)-2(c). Any change in the use of the current year testing method or the prior year testing method as such terms are defined in IRS Regulation §1.401(k)-(2)(a)(2)(ii) shall be made pursuant to an addendum to the Plan executed by the appropriate officer or designated employee of the Employer.

The Committee may implement rules limiting the Deferral Contributions which may be made on behalf of some or all Highly-Compensated Employees so that the limitation under this Section 3.06 is satisfied. If the Committee determines that the limitation under this Section 3.06 has been exceeded in any Plan Year, the following provisions shall apply:

- 18 -

In restriction of the Employer Matching Contributions provided under Section 3.02, it is specifically provided that one of the “actual contribution percentage” tests set forth in section 401(m) of the Code and IRS Regulation §1.401(m)-2(a) must be met in each Plan Year. Such testing shall utilize the “current year testing method” as such term is defined in IRS Notice 98-1 for the Plan effective on and after January 1, 1997 and for Plan Years beginning on or after January 1, 2005 as such term is described in IRS Regulation §1.401(m)-2(a)(2)(ii). With respect to the Dame Media Plan prior to its merger into the Plan, such testing shall utilize the “prior year testing method” as such term is defined in IRS Notice 98-1 effective on and after January 1, 1997. With respect to the Taxi Tops Plan and the Universal Plan prior to their respective merger into the Plan, such testing shall utilize the “current year testing method” effective on and after January 1, 1999 for the Taxi Tops Plan and effective on and after January 1, 1997 for the Universal Plan.

For future Plan Years beginning on or after January 1, 2006, the Plan shall continue to use the current year testing method described above, unless it elects to change to the prior year method pursuant to IRS Regulation §1.401(m)-2(c). Any change in the use of the current year testing method or the prior year testing method as such terms are defined in IRS Regulation §1.401(m)-(2)(a)(2)(ii) shall be made pursuant to an addendum to the Plan executed by the appropriate officer or designated employee of the Employer.

In performing the “actual contribution percentage” test in conformity with Section 401(m) of the Code and IRS Regulations 1.401(m)-2(a) as set forth above, Employer Matching Contributions with respect to Deferral Contributions made on behalf of Non-Highly-Compensated Employees shall not be taken into account under the actual contribution test to the extent such Employer Matching Contributions exceed the greatest of (i) five percent (5%) of Compensation; (ii) the Non-Highly-Compensated Employees Deferral Contributions for the Plan Year; and (iii) the product of two times the Plan’s representative matching rate on the Non-Highly-Compensated Employees Deferral Contributions for the Plan Year. For purposes of this Section 3.07, “representative matching rate” and “matching rate” shall have the meaning set forth in Section 1.401(m)-2(a)(5)(ii).

- 19 -

If the Committee determines that the limitation under this Section 3.07 has been exceeded in any Plan Year, the following provisions shall apply:

- 20 -

- 21 -

- 22 -

Any Deferral Contributions returned to a Member under this Section 3.09(d) shall be disregarded in applying the dollar limitation on Deferral Contributions under Section 3.01(b), and in performing the Actual Deferral Percentage Test under Section 3.06.

- 23 -

The Employer may make contributions to the Plan without regard to the existence or the amount of current and accumulated earnings and profits.

- 24 -

All Employees, who are eligible to make elective deferrals under this Plan and who have attained age fifty (50) or who will attain age fifty (50) by the close of the Plan Year, shall be eligible to make Catch-up Contributions pursuant to this Section 3.13 and in accordance with, and subject to, the limitations of section 414(v) of the Code and the final regulations issued thereunder. A Member may make Catch-Up Contributions when his Deferral Contributions exceed any of the following limits:

All catch-up eligible plans of the Company and Affiliated Employers shall provide for catch-up contributions in accordance with the provisions of section 414(v) of the Code and the final regulations issued thereunder. Notwithstanding the foregoing, the following employees shall not be eligible to make catch-up contributions: (i) those employees covered by a collective bargaining agreement unless such collective bargaining agreement provides for the making of catch-up contributions by such employees under an eligible plan of the Company or an Affiliated Employer, provided, however, that those employees covered by a collective bargaining unit and/or employed in a position covered by a collective bargaining agreement specified in Appendix A shall nonetheless be eligible to make catch-up contributions under the Plan, and (ii) those employees under any union sponsored plans contributed to by the Company or an Affiliated Employer unless catch-up contributions are specifically provided for in such union-sponsored plans.

- 25 -

Catch-Up Contributions shall be made pursuant to administrative procedures promulgated by the Committee (or its delegatee). Such procedures shall provide that Catch-Up Contributions will be subject to a “withholding hierarchy” for purposes of determining the amount of Catch-Up Contributions that may be contributed on behalf of a Member. The Committee (or its delegatee) shall determine the order of withholdings taken from a Member’s Compensation (e.g., for federal, state and local taxes, social security, wage garnishments, welfare plan contributions, 401(k) deferrals, and similar withholdings) and Catch-Up Contributions shall be subject to such withholding hierarchy. As a result, Catch-Up Contributions may be effectively limited to Compensation available after the application of such withholding hierarchy.

Catch-Up Contributions shall not be subject to (i) the limits on elective deferrals under section 402(g) of the Code (as set forth in Sections 3.01(b), 3.01(c), and 3.01(d)), (ii) the actual deferral percentage limit under section 401(k)(3) of the Code (as set forth in Section 3.06), or (iii) the limits on annual additions under section 415 of the Code (as set forth in Section 3.09(a)). Similarly, Catch-Up Contributions are not taken into account for purposes of sections 410(b) or 416 of the Code; however, Catch-Up Contributions made in prior Plan Years will be taken into account in determining whether the Plan is top-heavy for the Plan Year pursuant to Section 13.06. Except as otherwise stated herein, Catch-Up Contributions shall be treated as Deferral Contributions for all purposes under the Plan.

- 26 -

ARTICLE IV

INVESTMENT OF CONTRIBUTIONS

A Member shall make one investment election covering his Accounts in accordance with one of the following options:

Such election shall be subject to the policies and procedures set forth in Appendix D, including without limitation maximum limitations with respect to Member elections regarding the Employer Stock Fund, which may be amended from time to time without need for a formal amendment to the Plan. If no investment election is made, any contributions made on the Member’s behalf or any amounts transferred into the Plan from a Prior Plan shall be invested as directed by the Committee from time to time.

- 27 -

Each Member is solely responsible for the selection of his investment options. The Trustees, the Committee, the Employer, and the officers, supervisors and other employees of the Employer are not empowered to advise a Member as to the manner in which his Accounts shall be invested. The fact that an Investment Fund is available to Members for investment under the Plan shall not be construed as a recommendation for investment in the Investment Fund.

A Member may change his investment election under Section 4.02 by giving such advance Notice as the Committee shall prescribe, including those policies and procedures set forth in Appendix D, which may be amended from time to time without need for a formal amendment to the Plan. Such changed investment election shall become effective as soon as administratively practicable following such Notice and shall be effective only with respect to subsequent contributions.

A Member may elect to reallocate his Accounts among the Investment Funds, in multiples of one percent (1%) and in whole dollar multiples, by giving such advance Notice as the Committee shall prescribe, including those policies and procedures set forth in Appendix D, which may be amended from time to time without need for a formal amendment to the Plan. Such reallocation shall be effective as soon as administratively practicable following such Notice.

Notwithstanding anything in this Article to the contrary, any contributions invested in a fund of guaranteed investment contracts shall be subject to any and all terms of such contracts, including any limitations therein placed on the exercise of any rights otherwise granted to a Member under any other provisions of this Plan with respect to such contributions.

This Plan is intended to constitute a plan described in section 404(c) of ERISA.

(a) Each Member (or Beneficiary) shall be provided by the Committee with the following:

(i) an explanation that the Plan is intended to constitute a plan described in Section 404(c) of the ERISA, and ERISA Regulations § 2550.404c-1, and that 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 Member or Beneficiary;

(ii) a description of the investment alternatives available under the Plan and, with respect to each designated investment alternative, a general description of the investment objectives and risk and return characteristics of each such alternative, including information relating to the type and diversification of assets comprising the portfolio of the designated investment alternative;

- 28 -

(iii) identification of any designated investment managers;

(iv) an explanation of the circumstances under which Members and Beneficiaries may give investment instructions and an explanation of any specified limitations on such instructions under the terms of the Plan, including any restrictions on transfers to or from a designated investment alternative, and any restrictions on the exercise of voting, tender and similar rights appurtenant to a Member’s or Beneficiary’s investment in an investment alternative;

(v) a description of any transaction fees and expenses which affect the Member’s or Beneficiary’s Account balance in connection with purchases or sales of interests in investment alternatives (e.g., commissions, sales loads, deferred sales charges, redemption or exchange fees);

(vi) the name, address, and phone number of the person or persons designated by the Committee as responsible for providing the information described in this Section upon request of a Member or Beneficiary and a description of the information described in this Section which may be obtained on request;

(vii) if the Committee permits an investment alternative which is designed to permit a Company Stock Member or Beneficiary to directly or indirectly acquire or sell (employer security alternative), a description of the procedures established to provide for the confidentiality of information relating to the purchase, holding and sale of employer securities, and the exercise of voting, tender and similar rights, by Members and Beneficiaries, and the name, address and phone number of the person or persons designated by the Committee to provide such information];

(viii) in the case of an investment alternative which is subject to the Securities Act of 1933, and in which the Member or Beneficiary has no assets invested, immediately following (or immediately prior to) the Member’s or Beneficiary’s initial investment, a copy of the most recent prospectus provided to the Plan;

(ix) subsequent to an investment in an investment alternative, any materials provided to the Plan relating to the exercise of voting, tender or similar rights which are incidental to the holding in the account of the Member or Beneficiary of an ownership interest in such alternative to the extent that such rights are passed through to Members and Beneficiaries under the terms of the Plan, as well as a description of or reference to Plan provisions relating to the exercise of voting, tender or similar rights.

(b) In addition, the Committee shall provide the following information, which shall be based on the latest information available to the Plan, to each Member or Beneficiary, either directly or upon request:

(i) a description of the annual operating expenses of each designated investment alternative (e.g., investment management fees, administrative fees, transaction costs) which reduce the rate of return to Members and Beneficiaries, and the aggregate amount of such expenses expressed as a percentage of average net assets of the designated investment alternative;

- 29 -

(ii) copies of any prospectuses, financial statements and reports, and of any other materials relating to the investment alternatives available under the Plan, to the extent such information is provided to the Plan;

(iii) a list of the assets comprising the portfolio of each designated investment alternative which constitutes Plan assets within the meaning of ERISA, the value of each such asset (or the proportion of the investment alternative which it comprises), and, with respect to each such asset which is a fixed rate investment contract issued by a bank, savings and loan association or insurance company, the name of the issuer of the contract, the term of the contract and the rate of return on the contract;

(iv) information concerning the value of shares or units in designated investment alternatives available to Members and Beneficiaries under the Plan, as well as the past and current investment performance of such alternatives, determined, net of expenses, on a reasonable and consistent basis; and

(v) information concerning the value of shares or units in designated investment alternatives held in the account of the Member or Beneficiary.

- 30 -

ARTICLE V

VALUATION OF ACCOUNTS

The Trust Fund shall be held on behalf of the Employer in accordance with the terms of (a) the Plan and (b) the Trust Agreement entered into between the Company and the Trustees pursuant to Section 11.01. Such Trust Agreement may be amended from time to time in the manner provided therein.

The Committee shall maintain separate Account(s) established pursuant to the terms of the Plan for recordkeeping purposes on behalf of each Member.

As of each Valuation Date, the Trustee shall determine the fair market value of the assets of each of the Investment Funds including, but not limited to, the income, expenses, other investment transactions and realized and unrealized gains and losses to be allocated for each valuation period.

At least once a year, each Member shall be furnished with a statement setting forth the value of his Accounts and the Vested Portion of his Accounts.

- 31 -

ARTICLE VI

VESTED PORTION OF ACCOUNTS

A Member shall at all times be one hundred percent (100%) vested in, and have a nonforfeitable right to, his Deferral Account, Prior Plans Account, Prior Plans After-Tax Account, QNEC Account, Rollover Account, as applicable.

For Employer Matching Contributions made pursuant to Section 3.02 for Plan Years beginning on and after January 1, 2002, a Member shall be vested in, and have a nonforfeitable right to, his Employer Matching Account for such contributions in accordance with the following schedule:

- 32 -

- 33 -

If a distribution is made on behalf of a Member at a time when he is less than one hundred percent (100%) vested in his Employer Matching Account, his vested interest in such account at any relevant time shall not be less than an amount (“X”) determined by the following formula:

X = P(AB + (R x D)) - (R x D)

For purposes of the formula:

“P” is the vested percentage at the relevant time;

“AB” is the Employer Matching Account balance at the relevant time;

“D” is the amount of the distribution; and

“R” is the ratio of the separate Account balance at the relevant time to the separate Account balance after the distribution.

The “relevant time” is the time under the Plan when the Member’s Vested Portion may not increase.

- 34 -

ARTICLE VII

WITHDRAWALS WHILE STILL EMPLOYED

A Member may, subject to Section 7.04, elect to withdraw all or part of his Prior Plans After-Tax Account and/or Rollover Account at any time. If a partial withdrawal is made from the Prior Plans After-Tax Account, all Prior Plan After-Tax Contributions shall be withdrawn first, then all earnings applicable thereto.

A Member who has attained age fifty-nine and one-half (59 ¹/2) as of the effective date of any withdrawal pursuant to this Section 7.02 may, subject to Section 7.04, elect to withdraw all or part of his Deferral Account, Prior Plans Account, and QNEC Account, and all or part of the Vested Portion of his Employer Matching Account.

- 35 -

To make a withdrawal, a Member shall give such advance Notice as the Committee shall prescribe. A withdrawal shall be made as soon as administratively practicable following such Notice. If a loan and a hardship withdrawal are processed as of the Valuation Date, the amount available for the hardship withdrawal will equal the Vested Portion of the Member’s Accounts on such Valuation Date reduced by the amount of the loan. The amount of the withdrawal shall be allocated between the Investment Funds in proportion to the value of the Member’s Accounts from which the withdrawal is made in each Investment Fund as of the date of the withdrawal. Subject to the provisions of Section 9.07, all payments to Members under this Article shall be made in cash as soon as practicable. Payments made to Members pursuant to Section 7.03 shall not be considered “eligible rollover distributions” subject to the provisions of Section 9.07.

- 36 -

ARTICLE VIII

LOANS TO MEMBERS

- 37 -

Under this Section 8.02(a)(vi), a defaulted loan shall be treated as an outstanding loan. A Member, who defaults on a loan pursuant to this Article VIII and who desires to obtain a subsequent loan, will be required to repay the amount of the defaulted loan, plus interest thereon, prior to obtaining such subsequent loan;

- 38 -

Notwithstanding anything to the contrary in this Section 8.02(a), in the event that a Member takes a distribution from his vested Accounts under Article IX in connection with a severance from employment related to his performance of service in the uniformed services, and such Member has an outstanding loan under this Section 8.02, such Member will only be entitled to receive a total distribution amount that is equal to the vested portion of such Member’s Accounts, minus the total amount of such outstanding loan (his “Net Account Balance”). Such Member’s outstanding loan will be deemed to have been repaid as of the date of a distribution of the Member’s vested Account balance that is equal to his Net Account Balance. If a Member elects to take a distribution under the provisions of Article IX that is less than his Net Account Balance, the Member will not be required to repay his loan in full at the time of the distribution and loan repayments will continue to be suspended in accordance with section 414(u) of the Code; provided, however, that such Member will not be entitled to withdraw the remaining vested portion of his Account balance until all outstanding loan amounts have been repaid to the Plan.

- 39 -

ARTICLE IX

DISTRIBUTION OF ACCOUNTS UPON

TERMINATION OF EMPLOYMENT

Upon a Member’s termination of employment (including Disability), the Vested Portion of his Accounts, as determined under Article VI, shall be distributed as provided in this Article. A Member’s change in status from an Employee to a Leased Employee shall not be a termination of employment under this Section 9.01.

A distribution under this Section 9.02 may be made on account of a severance of employment regardless of whether the severance of employment occurred before January 1, 2002, and regardless of whether the distribution would satisfy the requirements of section 401(k)(2)(B) of the Code and the regulations thereunder as in effect prior to its amendment by EGTRRA (including the two (2) year rule in section 1.401(k)-1(d)(4)(iii) of the Treasury Regulations).

- 40 -

Distributions under the Plan will be made in accordance with the minimum distribution requirements of section 401(a)(9) of the Code and the final regulations issued thereunder as set forth in Treasury Decision 8987 (April 16, 2002) (“Final Minimum Distribution Regulations”).

- 41 -

An election under this Section 9.04(c) shall be made by a Member by giving Notice to the Committee within the ninety (90) day period prior to his required beginning date. The commencement of payments under this Section 9.04 shall not constitute an annuity starting date for purposes of sections 72, 401(a)(11) and 417 of the Code. For each Plan Year, beginning with the Plan Year that ends in the Plan Year in which the Member’s required beginning date occurs, that any such Member continues in service, a minimum distribution payment shall be made by December 31 of each such year in accordance with the provisions of this Section 9.04(c), section 401(a)(9) of the Code and the Final Minimum Distribution Regulations. Upon the Member’s subsequent termination of employment, payment of the Member’s Accounts shall be made in accordance with the provisions of Section 9.02. In the event a Member fails to make an election under this Section 9.04(c), payment shall be made in accordance with Section 9.04(c)(ii). Distributions made pursuant to this Section 9.04(c) shall automatically satisfy the minimum distribution incidental death benefit requirement as provided in Treasury Regulation section 1.401(a)(9)-5, Q&A-1(d).

- 42 -

Notwithstanding any other provision of this Article IX, all distributions from this Plan shall be made in accordance with (i) sections 1.401(a)(9)-2 through 1.401(a)(9)-9 of the Final Minimum Distribution Regulations, and (ii) the incidental death benefit requirement of section 401(a)(9)(G) of the Code. Further, such Final Minimum Distribution Regulations shall override any Plan provision that is inconsistent with section 401(a)(9) of the Code.

Notwithstanding any provision of the Plan to the contrary, a lump sum payment shall be made in lieu of all vested benefits if the value of the Vested Portion of the Member’s Accounts as of his date of distribution amounts to Five Thousand Dollars ($5,000) or less. The lump sum payment shall automatically be made as soon as administratively practicable following the Member’s termination of employment, or following the determination that the amount qualifies for distribution under this Section 9.05 in accordance with procedures established by the Committee.

Notwithstanding any other provision of the Plan to the contrary, effective with respect to distributions made on or after March 28, 2005, in the event of a mandatory distribution greater than $1,000, determined in accordance with procedures established by the Committee, if the Participant does not elect to have such distribution paid directly to an

- 43 -

eligible retirement plan specified by the Participant in a direct rollover or to receive the distribution directly in accordance with Section 9.02, then the Committee will pay the distribution in a direct rollover to an individual retirement plan designated by the Committee.

The Committee may require and rely upon such proof of death and such evidence of the right of any Beneficiary or other person to receive the value of the Accounts of a deceased Member as the Committee may deem proper and its determination of the right of that Beneficiary or other person to receive payment shall be conclusive.

Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this Section 9.07, a Distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover.

Pursuant to section 402(c)(11) of the Code, a designated beneficiary (as defined in section 401(a)(9)(E) of the Code) who is not the surviving spouse of the Member may direct the Plan to make a direct trustee-to-trustee transfer of all or any portion of the deceased Member’s accounts to an individual retirement plan described in sections 402(c)(8)(B)(i) or 402(c)(8)(B)(ii) of the Code established for purposes of receiving the distribution on behalf of such individual, provided that such distribution satisfies all of the requirements to be an eligible rollover distribution (as described under the Code and the regulations and guidance issued thereunder) other than the requirement that the distribution be made to the Member’s or former Member’s spouse. To the extent inconsistent with the terms and provisions of the Plan and this Section 9.07, the requirements of section 402(c)(11) of the Code and the regulations and guidance issued thereunder shall govern such rollovers by nonspouse beneficiaries.

The following definitions apply to the terms used in this Section 9.07:

- 44 -

- 45 -

Effective January 1, 2009, a Member who is performing service in the uniformed services (as defined in chapter 43 of title 38, United States Code) and on active duty for a period of more than thirty (30) days may elect to receive a distribution of his Accounts and will be treated as if he has experienced a severance from employment for purposes of such distribution, in accordance with section 414(u)(12)(B) of the Code; provided, however, that such Member will not be required to take a distribution of his Accounts. A Member who receives a distribution pursuant to this Section 9.09 will be precluded from making Deferral Contributions and Catch-Up Contributions under the Plan during the six (6) month period beginning on the date of such distribution.

- 46 -

ARTICLE X

ADMINISTRATION OF PLAN

The Company is the sponsor of the Plan and shall be the named “Plan Administrator” for purposes of section 414(g) of the Code. The Board of Directors has delegated the Company’s duties and responsibilities for the general administration of the Plan and for carrying out the provisions of the Plan as Plan Administrator to a committee of not less than three persons (“Committee”) appointed from time to time by the Board of Directors to serve at the pleasure of the Board of Directors. All actions taken by the Committee, except with respect to willful misconduct or gross negligence, shall be deemed actions taken by the Company, as Plan Administrator, and the Plan Administrator shall alone have fiduciary responsibility in connection with such actions.

The Board of Directors may delegate to another person the power to appoint and remove members of the Committee. Any person who is appointed a member of the Committee shall signify his acceptance by filing written acceptance with the Board of Directors and the secretary of the Committee. Any member of the Committee may resign by delivering his written resignation to the Board of Directors and the secretary of the Committee and shall automatically cease to be a member on the date he ceases to be an employee.

The Committee shall elect a chairperson from their number and a secretary who may be but need not be one of the members of the Committee; may appoint from their number such subcommittees with such powers as they shall determine; may authorize one or more of their number or any agent to execute or deliver any instrument or make any payment on their behalf; may retain counsel, recordkeepers, auditors, consultants, and advisors and provide for such clerical, accounting, and consulting services as they may require in carrying out the provisions of the Plan; and may allocate among themselves or delegate to other persons all or such portion of their duties under the Plan, other than those granted to the Trustees under the Trust Agreement adopted for use in implementing the Plan, as they, in their sole discretion, shall decide. The Committee’s discretionary duties shall include (but not be limited to) the following:

- 47 -

The Committee shall maintain, or cause to be maintained, records showing the individual balances in each Member’s Accounts. However, maintenance of those records and Accounts shall not require any segregation of the assets of the Trust Fund.

The Committee shall hold meetings upon such notice, at such place or places, and at such time or times as it may from time to time determine and act on such matters as its chairperson or other members may deem appropriate or desirable.

Any act which the Plan authorizes or requires the Committee to do may be done by a majority of its members. The action of that majority expressed from time to time by a vote at a meeting or in writing without a meeting shall constitute the action of the Committee and shall have the same effect for all purposes as if assented to by all members of the Committee at the time in office.

No member of the Committee shall receive any compensation from the Plan for his services as such. Except as may otherwise be required by law, no bond or other security need be required of any member in that capacity in any jurisdiction.

Subject to the limitations of the Plan, the Committee from time to time shall establish rules for the administration of the Plan and the transaction of its business. The Committee shall have discretionary authority to construe and interpret the Plan (including, but not limited to, determination of an individual’s eligibility for Plan participation, the right and amount of any benefit payable under the Plan and the date on which any individual ceases to be a Member). The determination of the Committee as to the interpretation of the Plan or any disputed question shall be conclusive and final to the extent permitted by applicable law.

- 48 -

The Committee shall use that degree of care, skill, prudence and diligence that a prudent person acting in a like capacity and familiar with such matters would use in his conduct of a similar situation.

Any individual, entity or group of persons may serve in more than one fiduciary capacity with respect to the Plan and/or the assets of the Trust Fund.

The Employer, the Board of Directors, the Committee, and any officer, employee, or agent of the Employer shall not incur any liability individually or on behalf of any other individuals or on behalf of the Employer for any act or failure to act, made in good faith in relation to the Plan or Trust Fund. However, this limitation shall not act to relieve any such individual or the Employer, where applicable, from a responsibility or liability for any fiduciary responsibility, obligation or duty under Part 4, Title I of ERISA.

The Committee, the Board of Directors, and the officers, employees and agents of the Employer shall be indemnified against any and all liabilities arising by reason of any act, or failure to act, in relation to the Plan or Trust Fund, including, without limitation, expenses reasonably incurred in the defense of any claim relating to the Plan or Trust Fund, and amounts paid in any compromise or settlement relating to the Plan or Trust Fund, except for actions or failures to act made in bad faith. The foregoing indemnification shall be from the assets of the Trust Fund to the extent of those assets and to the extent permitted under applicable law; otherwise from the assets of the Employer.

The Board of Directors or the Committee (acting on behalf of the Plan Administrator as defined in Section 10.01) may, in its discretion, appoint one or more investment managers (within the meaning of section 3(38) of ERISA) to manage (including the power to acquire and dispose of) all or part of the Trust Fund, as the Board of Directors or the Committee shall designate. In that event authority over and responsibility for the management of the Trust Fund so designated shall be the sole responsibility of that investment manager.

For purposes of ERISA, the Company shall be the named fiduciary of the Plan.

All expenses that arise in connection with the administration of the Plan, including but not limited to the compensation of the funding agent, administrative expenses and proper charges and disbursements of the funding agent and compensation and other

- 49 -

expenses and charges of any counsel, accountant, specialist, consultant, investment manager, or other person who has been retained by the Employer in connection with the administration thereof, shall be paid from the assets of the Trust Fund held by the funding agent under the Trust Agreement or insurance or annuity contract adopted for use in implementing the Plan, to the extent not paid by the Employer.

The Committee has full and absolute discretion in the exercise of each and every aspect of its authority under the Plan, including without limitation, the authority to determine any person’s right to continuation coverage under the Plan. Notwithstanding any provision of law or any explicit or implicit provision of this document or any action taken, or ruling or decision made, by the Committee in the exercise of any of its powers and authorities under the Plan, all actions, rulings and decisions shall be final and conclusive as to all parties, including without limitation all Members and Beneficiaries, regardless of whether the Committee or one or more of its members may have an actual or potential conflict of interest with respect to the subject matter of the action, ruling, or decision. No final action, ruling, or decision of the Committee shall be subject to de novo review in any judicial proceeding; and no final action, ruling, or decision of the Committee may be set aside unless it is held to have been arbitrary and capricious by a final judgment of a court having jurisdiction with respect to the issue.

- 50 -

ARTICLE XI

MANAGEMENT OF FUNDS

The assets of the Trust Fund shall be held by Trustees appointed from time to time by the Board of Directors or the Committee on behalf of the Company under a trust agreement adopted, or as amended, by the Board of Directors or the Committee on behalf of the Company for use in providing the benefits of the Plan and paying its expenses not paid directly by the Employer. The Employer shall have no liability for the payment of benefits under the Plan nor for the administration of the assets paid over to the Trustees.

Except as otherwise provided in the Plan, no part of the corpus or income of the Trust Fund shall be used for, or diverted to, purposes other than for the exclusive benefit of Members and other persons entitled to benefits under the Plan and paying the expenses of the Plan not paid directly by the Employer. No person shall have any interest in, or right to, any part of the earnings of the Trust Fund, or any right in, or to, any part of the assets held under the Plan, except as and to the extent expressly provided in the Plan.

- 51 -

ARTICLE XII

AMENDMENT, MERGER AND TERMINATION

The Company, by action of its Board of Directors, taken at a meeting held either in person or by telephone or other electronic means, or by unanimous written consent in lieu of a meeting, reserves the right at any time and from time to time, and retroactively if deemed necessary or appropriate, to amend, in whole or in part, any or all of the provisions of the Plan. Notwithstanding the preceding sentence, the Committee (or its delegate, as applicable) may approve amendments to the Plan, with or without prior approval or subsequent ratification by the Board of Directors, if the amendment:

However, no amendment shall make it possible for any part of the assets of the Plan to be used for, or diverted to, purposes other than for the exclusive benefit of persons entitled to benefits under the Plan, before the satisfaction of all liabilities with respect to them. In relation to the Accounts on the date on which the amendment is adopted or, if later, the date on which the amendment becomes effective, no amendment shall be made which has the effect of decreasing the balance of the Accounts of any Member, eliminating any right to benefit payment or any optional form of payment, or of reducing the nonforfeitable percentage of the balance of the Accounts of a Member below the nonforfeitable percentage computed under the Plan as in effect prior to the amendment.

The Plan may not be merged or consolidated with, and its assets or liabilities may not be transferred to, any other plan unless each person entitled to benefits under the Plan would, if the resulting plan were then terminated, receive a benefit immediately after the merger, consolidation, or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation, or transfer if the Plan had then terminated.

- 52 -

- 53 -

ARTICLE XIII

GENERAL PROVISIONS

The establishment of the Plan shall not confer any legal rights upon any Employee or other person for a continuation of employment, nor shall it interfere with the rights of the Employer to discharge any Employee and to treat him without regard to the effect which that treatment might have upon him as a Member or potential Member of the Plan.

If the Committee shall find that a Member or other person entitled to a benefit is unable to care for his affairs because of illness or accident or because he is a minor, the Committee may direct that any benefit due him, unless claim shall have been made for the benefit by a duly appointed legal representative, be paid to his spouse, a child, a parent or other blood relative, or to a person with whom he resides. Any payment so made shall be a complete discharge of the liabilities of the Plan for that benefit.

- 54 -

Notwithstanding any provision of the Plan to the contrary, if a Member’s Account is credited with an erroneous amount due to a mistake in fact or law, the Committee shall adjust such Account in such equitable manner as it deems appropriate to correct the erroneous allocation.

Each Member, Beneficiary or other person entitled to a benefit, before any benefit shall be payable to him or on his behalf under the Plan, shall file with the Committee the information that it shall require to establish his rights and benefits under the Plan.

- 55 -

Distributions made with respect to a Member under the Plan during the one (1) year period ending on the applicable determination date shall be taken into account for purposes of determining the top-heavy ratio; distributions under plans that terminated within such one (1) year period shall also be taken into account, if any such plan contained key employees and therefore would have been part of the required aggregation group. Notwithstanding the preceding sentence, in the case of a distribution made for a reason other than separation from service, death or Disability, the “one (1) year period” shall be substituted with the “five (5) year period.”

provided that in no event shall the Vested Portion of his Employer Matching Account be less than the Vested Portion determined under Section 6.02.

- 56 -

Notwithstanding the foregoing provisions of this Section 13.06(c)(ii), no minimum contribution shall be made under this Plan with respect to a Member (or an Employee eligible to become a Member) if the required minimum benefit under section 416(c)(1) of the Code is provided to him by any other qualified pension plan of the Employer or an Affiliated Employer. For the purposes of this Section 13.06(c)(ii), remuneration has the same meaning as set forth in Section 3.09(c).

The provisions of this Section 13.06 shall automatically become inoperative and of no effect to the extent not required by the Code or ERISA.

If the Committee cannot ascertain the whereabouts of any person to whom a payment is due under the Plan, the Committee may mail a notice by certified or registered mail of such due and owing payment to the last known address of such person, as shown on the records of the Committee or the Employer. If such person has not made written claim therefor within three (3) months of the date of such mailing, the Committee may, if it so elects and upon receiving advice from counsel to the Plan, direct that such payment and all remaining payments otherwise due such person be forfeited and the amount thereof applied to reduce the contributions of the Employer or used to offset Plan expenses.

Either upon or prior to the occurrence of the forfeiture under this Section 13.07, the Committee may then notify the Social Security Administration or the IRS Disclosure Staff of the Member’s (or Beneficiary’s) failure to claim the distribution to which he is entitled. The Committee may request the Social Security Administration or the IRS Disclosure Staff to notify the Member (or Beneficiary) in accordance with the procedures it has established for this purpose. Upon such forfeiture, the Plan and Trust Fund shall have no further liability therefor except that, in the event such Member or his Beneficiary later notifies the Committee of his whereabouts and requests the payment or payments due to him under the Plan, the amount so applied shall be paid to him in accordance with the provisions of the Plan.

Any Notices made by a Member pursuant to the provisions of the Plan shall be made in a time and manner determined by the Committee under rules uniformly applicable to all employees similarly situated. The Committee reserves the right to change from time to

- 57 -

time the time and manner for making such Notice by Members under the Plan if it determines after due deliberation that such action is justified in that it improves the administration of the Plan. In the event of a conflict between the provisions for making a Notice set forth in the Plan and such new administrative procedures, those new administrative procedures shall prevail.

IN WITNESS WHEREOF, this instrument has been executed this 18 day of December, 2009.

- 58 -

APPENDIX A

PARTICIPATING EMPLOYEES UNDER A

COLLECTIVE BARGAINING AGREEMENT

Notwithstanding Plan Section 1.20, Employees employed by the Employer who are members of the following collective bargaining units and/or employed in a position covered by the following collective bargaining agreements are permitted to participate in the Plan to the extent provided in the applicable collective bargaining agreement.

Collective Bargaining Units

Collective Bargaining Agreements

A-1

This Appendix A may be amended from time to time without need for a formal amendment to the Plan.

A-2

APPENDIX B

DOMESTIC PARTNER BENEFITS POLICY

This Appendix B may be amended from time to time without need for a formal amendment to the Plan. The terms defined within this Appendix B shall only apply to this Appendix B.

Under the Domestic Partner Benefits Policy (“Policy”) of Clear Channel Communications, Inc. or a subsidiary (“Company”), an Employee’s designated domestic partner (“Domestic Partner”) will generally be treated the same as an Employee’s spouse for purposes of the Clear Channel Communications, Inc. 401(k) Savings Plan (“401(k) Plan”) as summarized below if the Entity¹ that employs such employees is a party to a contract with the City of San Francisco and such employees meet the eligibility criteria set forth in the next paragraph. For as long as an Entity is a party to a contract with the City of San Francisco, the eligible employees of the Entity will be entitled to participate in the benefits provided by this Policy, and this Policy shall cover such Entity’s employees as long as such employees work: (a) in the Entity’s operations that are based in the City of San Francisco; or (b) on real property that is owned by the City of San Francisco; or (c) on any work that is being performed by the Entity for the City of San Francisco elsewhere in the United States.

Eligibility to Qualify as an Employee’s Domestic Partner

Domestic Partner status is available for couples in same or opposite sex domestic partner relationships as defined under the relevant City of San Francisco ordinance (“Ordinance”). Under the Ordinance, any employee and another person who are currently registered as domestic partners with a state, county or city which authorizes such registration are domestic partners. The current place of residence of such persons does not matter in the determination of whether they qualify as domestic partners.

To participate in the domestic partner benefits provided by the Company, the employee and domestic partner will be required to certify that they are currently registered as domestic partners with a state, county or city.

Certifications of Domestic Partner Status and Certifications of Continued Domestic Partner Status (as well as any benefit plan or arrangement enrollment or elections forms which reference a domestic partner relationship) will be shared with benefits, financial services and human resources department personnel for the purposes of implementing and administering the Company’s benefit plans and arrangements, and as required by law.

If an employee has completed and filed a Certification of Domestic Partner Status or Continued Domestic Partner Status (“Certification”) in order to enroll his Domestic Partner in benefits under the Company’s Group Benefits Plan or to have such individual treated as a Domestic Partner for purposes of beneficiary designation under the Company’s 2000 Employee Stock Purchase Plan, there is no need to fill out a separate Certification to have such individual treated as a Domestic Partner under this 401(k) Plan. Once a Certification has been filed, it will be valid for eligibility for benefits under all applicable Company plans and policies.

OBTAINING DOMESTIC PARTNER BENEFITS AND THE EXECUTION OF THE REQUIRED CERTIFICATES MAY AFFECT THE LIABILITY OF THE EMPLOYEE AND THE DOMESTIC

B-1

PARTNER TO EACH OTHER, TO TAXING AUTHORITIES AND TO THIRD PARTIES. THE EMPLOYEE AND THE DOMESTIC PARTNER SHOULD CONSULT WITH THEIR OWN RESPECTIVE TAX AND/OR LEGAL ADVISORS REGARDING THESE AND OTHER POTENTIAL CONSEQUENCES.

Termination of Domestic Partner Status

Upon termination of the Domestic Partner relationship, or if a Domestic Partner no longer meets the criteria to qualify as an employee’s designated domestic partner, or if the Domestic Partner dies, the employee must notify the Benefits Department within 31 days, by submitting a Notice of Termination of Domestic Partner Status, a copy of which is attached.

Effect of Misrepresentation

As is the case with all of the Company’s benefit plans and arrangements, any misrepresentation or falsification of information regarding eligibility for coverage or benefits will result in a termination of such coverage and benefits, may result, at the sole option and discretion of the Company, in the termination of the employee from his employment with the Company, and will impose liability on the employee to reimburse the Company for the benefits that were improperly obtained.

Domestic Partner Benefit Coverages Generally

It is the Company’s intention that to the extent possible a Domestic Partner, when applicable, generally will be treated in the same manner as an employee’s spouse for purposes of the 401(k) Plan. Legal constraints may make identical treatment impossible. The following explains the treatment of Domestic Partners under the 401(k) Plan.

Participation in the 401(k) Plan is limited to employees who meet the eligibility requirements set forth therein.

A Domestic Partner will be considered the same as an employee’s spouse for purposes of Sections 1.05 and 1.48 of the 401(k) Plan. Pursuant to these provisions, as modified under this Policy, a Domestic Partner shall be the employee’s Beneficiary unless or until the employee has designated another Beneficiary with the consent of the Domestic Partner. If no Beneficiary designation is in effect at the time of the employee’s death, of if no person, persons, or entity so designated survives the employee, the employee’s surviving Domestic Partner, if any, shall be deemed to be the Beneficiary.

For purposes of determining whether an employee has incurred a “Break in Service” (as defined in the 401(k) Plan), a Domestic Partner shall be treated as a spouse under Section 1.29 of the 401(k) Plan. That is, “Hours of Service” (as defined in the 401(k) Plan) will include each hour for which an employee would normally be credited under Sections 1.07 and 1.29 during a period of leave to care for a Domestic Partner under the Company’s Family and Medical Leave Act Policy as adapted for Domestic Partners.

B-2

To the extent that the Committee shall determine that Domestic Partners may be treated as spouses under the 401(k) Plan without risk of loss of the 401(k) Plan’s qualified status, Domestic Partners shall be treated as such. At the current time, “Hardship Withdrawals” (as defined in the 401(k) Plan) will not be available for the medical expenses of a Domestic Partner as such a provision would at the current time cause the tax disqualification of the 401(k) Plan.

Termination and Modification

As is the case with all of its benefit programs, the Company reserves the right to terminate or modify the extension of benefits to Domestic Partners of employees. No further action except amending this schedule shall be necessary to modify this Policy.

Confidentiality

All benefit information is held in strictest confidence, will be shared exclusively with the Company’s Human Resources Department, Benefits Department and Health Insurance Committee and is not disclosed to anyone without the prior written consent of the individual, unless such disclosure is necessary or required by law or by a provider in connection with the coverage provided.

B-3

Certification of Domestic Partner Status

We, the undersigned (herein referred to as the “Employee” and the “Domestic Partner”), execute this Certification of Domestic Partner Status (this “Certificate”) as of the date set forth below. The Employee and the Domestic Partner are executing this Certificate as part of the requirements for obtaining certain Domestic Partner benefits (“Domestic Partner Benefits”) provided by Clear Channel Communications, Inc. or a subsidiary (“Company”).

B-4

The Employee and the Domestic Partner certify that they have read and understand the foregoing statement and that all information set forth in this Certificate is true and correct.

B-5

Certification of Continued Domestic Partner Status

The undersigned (herein referred to as the “Employee” and the “Domestic Partner” execute this Certification of Continued Domestic Partner Status in connection with continuing to obtain certain Domestic Partner benefits (“Domestic Partner Benefits”) from Clear Channel Communications, Inc. or a subsidiary (“Company”).

The Employee and the Domestic Partner certify that the Domestic Partner continues to be eligible to be designated as the Employee’s Domestic Partner, that the Employee continues to designate such individual as the Employee’s Domestic Partner, and that the certifications previously made by the Employee and the Domestic Partner to the Company continue to be correct.

B-6

Notice of Termination of Domestic Partner Status

I submit this Notification of Termination of Eligibility as notification that                                               is no longer my Domestic Partner and, therefore, is no longer eligible to obtain benefits through Clear Channel Communications, Inc. or a subsidiary (“Company”).

                                          (whom I previously designated as my Domestic Partner) is no longer eligible to obtain benefits through my employment because (a) we no longer meet the criteria for Domestic Partnership as set forth in the Company’s benefit plans, or (b) my Domestic Partner is deceased.

Upon signing this Notice of Termination, I will provide a copy to my former Domestic Partner, if he is not deceased.

B-7

APPENDIX C

APPENDIX C SPECIAL ELIGIBILITY AND VESTING PROVISIONS

This schedule includes special provisions to the Plan as determined by the Committee under Section 1.55 (regarding vesting), Sections 1.56 or 2.01 (regarding eligibility), or Section 12.03 (regarding acquisitions) of the Plan.

The general rule for crediting predecessor service under the Plan shall be that any employees of an Affiliated Employer that is acquired by stock acquisition by the Company shall receive prior service credit under this Plan so long as such employees are employed on the date of such acquisition. Further, any predecessor service credited by an Affiliated Employer under any qualified retirement plan maintained or merged by such Affiliated Employer (or the Employer) will be credited as service under this Plan with regards to employees of such Affiliated Employer who become Employees under the Plan.

Other special provisions are outlined below:

C-1

Any employees who were participants in The Ackerley Group, Inc. Savings and Retirement Plan (“Ackerley Plan”) on January 1, 2003 and are employees of the Company on such date and are not otherwise excluded from participation pursuant to the terms of the Plan shall become participants in the Plan as of January 1, 2003.