WESTCHESTER CAPITAL MANAGEMENT, INC. 401K PROFIT SHARING PLAN

Profit-sharing plan.

Cash or deferred arrangement described in Code section 401(k) that is part of a qualified defined contribution plan under which employees may elect to defer part of their compensation or receive these amounts in cash.

Employee contributions are allocated to separate accounts under the plan or employer contributions are based in whole or in part on employee deferrals or contributions to the plan. Not applicable to 401(k) plans with only QNECs and/or QMACs or to 403(b)(1) 403(b)(7) or 408 arrangements.

A master prototype or volume submitter plan that is the subject of a favorable opinion or advisory letter from the IRS.