Exhibit

10.29




 




 




RETIREMENT PLAN B




FOR EMPLOYEES OF




AMERICAN CRYSTAL SUGAR COMPANY




(2002

RESTATEMENT)




 




 




Completed By Timothy R.

Quinn




(612) 607-7581




Oppenheimer, Wolff &

Donnelly LLP




 






















 













 




Table of Contents




 




	

  ARTICLE I.

  History, Definitions and Interpretation


  
	

   


  	

  Section

  1.1.


  	

  History


  
	

   


  	

  Section 1.2.


  	

  Definitions


  
	

   


  	

   


  	

  Accrual

  Service


  
	

   


  	

   


  	

  Accrued

  Benefit


  
	

   


  	

   


  	

  Actuarial

  Equivalent


  
	

   


  	

   


  	

  Actuarial

  Value


  
	

   


  	

   


  	

  Actuary


  
	

   


  	

   


  	

  Administrative Committee


  
	

   


  	

   


  	

  Administrator


  
	

   


  	

   


  	

  Alternate

  Payee


  
	

   


  	

   


  	

  Annuity

  Starting Date


  
	

   


  	

   


  	

  Beneficiary


  
	

   


  	

   


  	

  Benefit

  Credits


  
	

   


  	

   


  	

  Break in

  Service


  
	

   


  	

   


  	

  Claims

  Reviewer


  
	

   


  	

   


  	

  Code


  
	

   


  	

   


  	

  Company


  
	

   


  	

   


  	

  Covered

  Employee


  
	

   


  	

   


  	

  Deferred Retirement Date


  
	

   


  	

   


  	

  Domestic Relations Order


  
	

   


  	

   


  	

  Early

  Retirement Date


  
	

   


  	

   


  	

  Effective Date


  
	

   


  	

   


  	

  Effective Date of

  this Restatement


  
	

   


  	

   


  	

  Election

  Period


  
	

   


  	

   


  	

  Eligibility

  Computation Period


  
	

   


  	

   


  	

  Eligible

  Employee


  
	

   


  	

   


  	

  Eligibility

  Service


  
	

   


  	

   


  	

  Eligible

  Beneficiary


  
	

   


  	

   


  	

  Employee


  
	

   


  	

   


  	

  Employer


  
	

   


  	

   


  	

  ERISA


  
	

   


  	

   


  	

  Funding Medium


  
	

   


  	

   


  	

  Highly Compensated

  Employee


  
	

   


  	

   


  	

  Hour of Service


  
	

   


  	

   


  	

  Leased

  Employee


  
	

   


  	

   


  	

  Managing Body


  
	

   


  	

   


  	

  Normal Form


  
	

   


  	

   


  	

  Normal

  Retirement Age


  
	

   


  	

   


  	

  Normal

  Retirement Date


  
	

   


  	

   


  	

  Participant


  
	

   


  	

   


  	

  Participating

  Employer


  
	

   


  	

   


  	

  Plan


  
	

   


  	

   


  	

  Plan

  Anniversary Date


  
	

   


  	

   


  	

  Plan Year


  
	

   


  	

   


  	

  Plan

  Termination Date


  
	

   


  	

   


  	

  Predecessor

  Employer


  
				





 




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  Pre-Retirement

  Survivor Annuity


  
	

   


  	

   


  	

  Prior Plan


  
	

   


  	

   


  	

  Qualified Domestic

  Relations Order


  
	

   


  	

   


  	

  Qualified Early

  Retirement Date


  
	

   


  	

   


  	

  Qualified

  Joint and Survivor Annuity Form


  
	

   


  	

   


  	

  Related Employer


  
	

   


  	

   


  	

  Social Security

  Retirement Age


  
	

   


  	

   


  	

  Technician I, II, or III


  
	

   


  	

   


  	

  Technician IV


  
	

   


  	

   


  	

  Termination of Employment


  
	

   


  	

   


  	

  Termination

  of Service


  
	

   


  	

   


  	

  Vested


  
	

   


  	

   


  	

  Vesting

  Service


  
	

   


  	

  Section 1.3.


  	

   


  	

  Interpretation


  
	

   


  	

  Section

  1.4.


  	

   


  	

  Applicable

  Law, Statute of Limitations


  
	

   


  	

  Section 1.5.


  	

   


  	

  Rule of Construction


  
	

   


  
	

  ARTICLE II.

  Participating Employers


  
	

   


  	

  Section 2.1.


  	

   


  	

  Eligibility


  
	

   


  	

  Section

  2.2.


  	

   


  	

  Commencement

  of Participation


  
	

   


  	

  Section 2.3.


  	

   


  	

  Termination

  of Participation


  
	

   


  	

  Section 2.4.


  	

   


  	

  Recordkeeping

  and Reporting


  
	

   


  	

  Section

  2.5.


  	

   


  	

  Requirements

  of Participating Employers


  
	

   


  	

  Section 2.6.


  	

   


  	

  Designation of Agent


  
	

   


  	

  Section 2.7.


  	

   


  	

  Employee Transfers


  
	

   


  	

  Section 2.8.


  	

   


  	

  Administrator’s

  Authority


  
	

   


  
	

  ARTICLE III. Participants


  
	

   


  	

  Section 3.1.


  	

   


  	

  Eligibility


  
	

   


  	

  Section 3.2.


  	

   


  	

  Commencement

  of Participation


  
	

   


  	

  Section

  3.3.


  	

   


  	

  Termination

  of Active Participation


  
	

   


  	

  Section

  3.4.


  	

   


  	

  Return to

  Active Participation


  
	

   


  	

  Section

  3.5.


  	

   


  	

  Limitation

  Respecting Employment


  
	

   


  
	

  ARTICLE IV.

  Benefits Under the Plan


  
	

   


  	

  Section 4.1.


  	

   


  	

  Normal

  Retirement Benefit


  
	

   


  	

  Section 4.2.


  	

   


  	

  Early Retirement

  Benefit


  
	

   


  	

  Section 4.3.


  	

   


  	

  Deferred

  Retirement Benefit


  
	

   


  	

  Section 4.4.


  	

   


  	

  Termination Benefit


  
	

   


  	

  Section

  4.5.


  	

   


  	

  Total

  and Permanent Disability Benefits


  
	

   


  	

  Section 4.6.


  	

   


  	

  Minimum Benefits


  
	

   


  	

  Section 4.7.


  	

   


  	

  Maximum Benefits


  
	

   


  	

  Section

  4.8.


  	

   


  	

  Automatic

  Qualified Joint and Surviving Spouse Annuity


  
	

   


  	

  Section

  4.9.


  	

   


  	

  Election

  Out of Qualified Joint and Survivor Annuity or Life Annuity Form


  
	

   


  	

  Section 4.10.


  	

   


  	

  Death Benefits


  
	

   


  	

  Section

  4.11.


  	

   


  	

  Other

  Forms of and Restrictions on Benefits


  
					





 




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  Section 4.12.


  	

   


  	

  Lump Sum Benefit


  
	

   


  	

  Section 4.13.


  	

   


  	

  Commencement of Benefits and Related

  Requirements


  
	

   


  	

  Section 4.14.


  	

   


  	

  Re-employment and Suspension of Benefits


  
	

   


  	

  Section 4.15.


  	

   


  	

  Transfers to this Plan from Another

  Retirement Plan of the Company


  
	

   


  	

  Section 4.16.


  	

   


  	

  Non-Duplication of Benefits


  
	

   


  	

  Section 4.17.


  	

   


  	

  February 28, 2002 Benefits


  
	

   


  	

  Section 4.18.


  	

   


  	

  Inalienability of Benefits


  
	

   


  	

  Section 4.19.


  	

   


  	

  Qualified Domestic Relations Order


  
	

   


  	

  Section 4.20.


  	

   


  	

  Annuity Contracts


  
	

   


  	

  Section 4.21.


  	

   


  	

  Minimum Benefit on Merger, Consolidation

  or Transfer of Assets of Plan


  
	

   


  	

  Section 4.22


  	

   


  	

  Application for Benefits


  
	

   


  	

  Section 4.23.


  	

   


  	

  Special Direct Rollover Rules


  
	

   


  
	

  ARTICLE V.

  Administration of the Plan


  
	

   


  	

   


  	

  Section 5.1.


  	

   


  	

  Administrator


  
	

   


  	

   


  	

  Section 5.2.


  	

   


  	

  Administrative Committee


  
	

   


  	

   


  	

  Section 5.3.


  	

   


  	

  Administrative Duties and Powers


  
	

   


  	

   


  	

  Section 5.4.


  	

   


  	

  Rule Against Discrimination


  
	

   


  	

   


  	

  Section 5.5.


  	

   


  	

  Disclosure, Reporting, and Registration


  
	

   


  	

   


  	

  Section 5.6.


  	

   


  	

  Claims Procedure


  
	

   


  	

   


  	

  Section 5.7.


  	

   


  	

  Facility of Payment


  
	

   


  
	

  ARTICLE VI. Funding the

  Plan


  
	

   


  	

  Section 6.1.


  	

   


  	

  Employer Contributions


  
	

   


  	

  Section 6.2.


  	

   


  	

  Method of Funding


  
	

   


  	

  Section 6.3.


  	

   


  	

  Prohibition Against Diversion


  
	

   


  
	

  ARTICLE

  VII. Amendment


  
	

   


  	

  Section 7.1.


  	

   


  	

  Amendment by Company


  
	

   


  	

  Section 7.2.


  	

   


  	

  Method


  
	

   


  	

  Section 7.3.


  	

   


  	

  Amendment of Vesting Schedule


  
	

   


  
	

  ARTICLE

  VIII. Termination of Plan and Acquisitions


  
	

   


  	

  Section 8.1.


  	

   


  	

  Termination of Plan


  
	

   


  	

  Section 8.2.


  	

   


  	

  Effect of Termination


  
	

   


  	

  Section 8.3.


  	

   


  	

  Mechanics of Termination


  
	

   


  	

  Section 8.4.


  	

   


  	

  Distribution or Transfer of Assets Upon

  Termination or Partial Termination


  
	

   


  	

  Section 8.5.


  	

   


  	

  Acquisitions


  
	

   


  
	

  ARTICLE IX. Miscellaneous


  
	

   


  	

  Section 9.1.


  	

   


  	

  Procedures and Other Matters Regarding

  Domestic Relations Orders


  
	

   


  	

  Section 9.2.


  	

   


  	

  Transfer to or From Qualified Plan


  
	

   


  	

  Section 9.3.


  	

   


  	

  Leased Employees


  
	

   


  	

  Section 9.4.


  	

   


  	

  Transitional Rule


  
	

   


  	

  Section 9.5.


  	

   


  	

  Special Rules for Determining Accrued

  Benefit


  
	

   


  	

  Section 9.6.


  	

   


  	

  Delegation of Authority


  
	

   


  	

  Section 9.7.


  	

   


  	

  Restatement Effective Upon Receipt of

  Determination Letter


  
	

   


  	

  Section 9.8.


  	

   


  	

  Military Service


  





 




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RETIREMENT PLAN B


FOR EMPLOYEES OF AMERICAN CRYSTAL SUGAR COMPANY


(2002 Restatement)




 




American Crystal

Sugar Company, a Minnesota agricultural cooperative corporation, pursuant to

the power reserved to and upon the order of its board of directors, hereby

adopts this amendment to and restatement of the Retirement Plan B for Employees

of American Crystal Sugar Company. 

Also, United Sugars Corporation, pursuant to the power reserved to and

upon the order of its managing body, hereby adopts this amendment to and restatement

of the Retirement Plan B for Employees of American Crystal Sugar Company.  This amendment and restatement is generally

effective as of March 1, 2002, except as otherwise specifically stated in this

document.




 




ARTICLE

I.


History,

Definitions and Interpretation




 




Section

1.1.                                   History.




 




(a)                                  As of March 1, 1943, American Crystal

Sugar Company and Ventura County Railway Company adopted the Retirement Plan

for the Employees of American Crystal Sugar Company and Ventura County Railway

Company. Effective as of April 1, 1959, American Crystal Sugar Company disposed

of its entire holdings of the capital stock of Ventura County Railway Company.

Employees of the Ventura County Railway Company who were members of the Plan

were assigned the policies with respect to their benefits in accordance with

the provisions of the Plan.




 




(b)                                 Effective as of June 1, 1968, the

Retirement Plan was amended to provide for three separate plans, namely (i)

“Retirement Plan for Employees of American Crystal Sugar Company Not Covered

Under Collective Bargaining Agreements,” (ii) “Retirement Plan for Employees of

American Crystal Sugar Company Covered Under the Collective Bargaining

Agreement Between American Crystal Sugar Company and American Federation of

Grain Millers (AFL-CIO),” (this plan, sometimes hereinafter referred to as the

“Plan”) and (iii) “Retirement Plan for Employees of American Crystal Sugar

Company Covered Under the Collective Bargaining Agreement between American

Crystal Sugar Company and Distillery, Rectifying, Wine and Allied Workers

International Union, AFL-CIO and United Sugar Workers Council of California.”




 




(c)                                  The benefits provided by American Crystal

Sugar Company for all former employees covered by the Plan who died, retired or

whose continuous service was terminated prior to June 1, 1968, shall be those

provided under the former Plan in effect February 29, 1968.




 




(d)                                 The benefits provided by American Crystal

Sugar Company for all former employees covered by the Plan who died, retired or

whose continuous service was terminated on or after June 1, 1968 but prior to

August 1, 1974, shall be those provided under the former Plan in effect July

31, 1974.




 




(e)                                  Retirement benefits and other benefits

provided by American Crystal Sugar Company for employees covered by the Plan

who died, retired or terminated service for any other reason on or subsequent

to August 1, 1974, and prior to March 1, 1976, shall be those set forth under

the former Plan in effect on February 29, 1976.




 




(f)                                    Retirement benefits and other benefits

provided by American Crystal Sugar Company for employees covered by the Plan

who died, retired or terminated service for any other reason on or subsequent

to February 29, 1976, and prior to March 1, 1985, shall be those set forth

under the former Plan in effect on February 29, 1985.




 




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(g)                                 Effective March 1, 1985, the Plan was

amended and restated to comply with the provisions of the Retirement Equity Act

of 1984.  Retirement benefits and other

benefits provided by American Crystal Sugar Company for Employees covered by

the Plan who died, retired or terminated service for any other reason on or

subsequent to March 1, 1985 and prior to March 1, 1989, shall be those provided

under the former Plan in effect on February 28, 1985.




 




(h)                                 Except as otherwise provided in the prior

amendment and restatement of the Plan, this Plan was entirely amended and

restated as of March 1, 1989 to comply with the provisions of the Tax Reform

Act of 1986.  Such amendment and

restatement of the Plan is applicable only to the Employees covered by the Plan

who died, retired or terminated service for any other reason on or subsequent

to March 1, 1989 and prior to the Effective Date of this Restatement.  However, this amendment and restatement

modifies certain provisions of the Plan prior to the Effective Date of this

Restatement that may affect such Employees.




 




Section 1.2.                                   Definitions.  The terms defined in this Section, when used

in the Plan with initial capital letters, have the following meanings unless

the context clearly indicates that other meanings are intended.




 




Accrual

Service.




 




(1)                                  After February 29, 1976, a Participant

shall receive credit for one full year of “Accrual Service” for each Plan Year

in which the Participant had at least 1,000 Hours of Service for a Participating

Employer.  The Accrual Service to be

credited for service prior to March 1, 1976, shall be the Participant’s service

recognized for benefit accrual purposes under the terms of the Plan as in

effect prior to March 1, 1989.




 




(2)                                  A Participant’s Accrual Service shall not

include periods during which the Participant has terminated the Participant’s

active participation in the Plan [pursuant to Section 3.3(b)] and any period

with respect to which a benefit was paid equal to the then present value of the

entire present or deferred benefit due the Participant under the Plan not

exceeding $3,500 (this amount changes to $5,000 effective for Plan Years

beginning after August 5, 1997) or, if the Participant so elected, equal to the

then present value of the entire present or deferred benefit due the

Participant under the Plan regardless of amount (if permitted by other

provisions of this  Plan), provided

the Participant’s spouse, if any, consented thereto in the manner described in

Article IV; provided, however, such benefit payment must have been paid no

later than the close of the second Plan

Year

following the Plan Year in which the Participant incurred a Termination of

Service.  If such benefit payment is

paid within such period and consequently a period of service is not part of the

Participant’s Accrual Service, then the Participant may restore such service by

repaying to the Plan the amount of the distribution with interest (at the rate

determined under Section 411(c)(2)(C) of the Code) within the earlier of (1) 5

years after the date the Participant is subsequently re-employed by a

Participating Employer or Related Employer or (2) the close of the first 5 year

Break in Service after the date of distribution.




 




(3)                                  The

Plan shall not take into any Accrual Service that was excluded under the Prior

Plan with respect to any Employee who became employed by the Southern Minnesota

Beet Sugar Cooperative on September 1, 1978.




 




(4)                                  For

a Participant who is about to incur a Termination of Service and will be

entitled to a benefit under one of Sections 4.1, 4.2, 4.3, or 4.5, such

Participant may elect to receive one year of Accrual Service for every 1,000

hours of accrued sick leave unused by the Participant as of six weeks prior to

the Participant’s Annuity Starting Date. 

A Participant with less than 1,000 hours of unused accrued sick leave

may receive a fraction of a year of Accrual Service, the numerator being the

number of unused accrued sick leave hours and the denominator being 1,000

hours.  A Participant with more than

1,000 hours of unused accrued sick leave may




 




2





























 




receive one year and a pro-rated partial year for

those hours over 1,000 as described in the prior sentence.  The Participant must make the Participant’s

election at least six weeks prior to the Participant’s Annuity Starting

Date.  If the Participant elects the

additional Accrual Service for the Participant’s unused accrued sick leave, the

Participant will not be allowed to use any of the Participant’s unused accrued

sick leave prior to the Participant’s Annuity Starting Date.




 




Accrued

Benefit.  A Participant’s “Accrued Benefit” as of any

date is equal to the Participant’s Benefit Credits determined as of that

date.  However, if the Participant has

not ceased to be an Eligible Employee, those credits will be determined as if

the Participant had ceased to be an Eligible Employee on that date.  In no event will a Participant’s Accrued

Benefit be less than the Participant’s Accrued Benefit determined as of the preceding

Plan Anniversary Date.




 




Actuarial

Equivalent.  An “Actuarial Equivalent” is an equivalent

amount or stream of payments determined in accordance with the following

provisions:




 




(1)                                  An Actuarial Equivalent benefit shall be

computed using any basis specified in the Plan, but wherever the basis for

actuarial equivalent is not specifically specified in the affected provision of

the Plan, actuarial equivalence shall be computed on the basis of the published

1984 Unisex Pension Mortality Table set forward one year, and a 7% interest

rate assumption.




 




(2)                                  If this definition is used on or after

March 1, 1996, to determine any Actuarial Value, then the calculation shall be

made using the ‘applicable mortality table’ prescribed by the Secretary of the

Treasury in accordance with Section 417(e)(3) of the Code and regulations and

ruling issued thereunder (which as of October 1, 1995, is based on a fixed

blend of 50% of the male and 50% of the female mortality rates from the 1983

Group Annuity Mortality Table and as of December 31, 2002, for purposes of

benefit payments commencing on or after that date, is the table prescribed in

Rev. Rul. 2001-62) and an interest rate equal to the annual rate of interest on

30-year Treasury securities, or on a substitute for those securities, as

specified by the Commissioner of the Internal Revenue Service for the December

before the first day of the Plan Year in which the distribution is made (and

typically reported in the next month). 

The benefit being valued under the prior sentence shall be assumed to

commence on the Normal Retirement Date of the applicable Participant.




 




Actuarial

Value.  “Actuarial Value” means the single sum value

of a benefit under the Plan as determined by the Actuary on the basis of the

actuarial tables, factors and assumptions set forth in the definition of

Actuarial Equivalent.




 




Actuary.  “Actuary” means an individual actuary or a

firm of actuaries independent of and selected from time to time by the

Administrator.  The Actuary or an

employee of the Actuary shall be enrolled with the Joint Board for the

Enrollment of Actuaries established under ERISA.




 




Administrative

Committee.  The “Administrative Committee” shall be

determined pursuant to the provisions of Section 5.2.




 




Administrator.  The Company shall be the “Administrator” and

shall be a named fiduciary and administrator for purposes of ERISA and this

Plan.  As such, it shall have authority

to control and manage the operation of the Plan as described in the Plan and

shall have the powers and duties given to the administrator of a plan under

Title I of ERISA.  The Administrative

Committee shall have the authority and duty to act for the Company in such

Company’s capacity as Administrator.




 




Alternate Payee.  The term “Alternate Payee” means any spouse,

former spouse, child, or other dependent of a Participant who is recognized by

a Domestic Relations Order as having a right to receive all, or a portion of,

the benefits payable under the Plan with respect to such Participant.




 




3





























 




Annuity

Starting Date.  The “Annuity Starting Date” is the first day

of the first period for which an amount is payable as an annuity, or in the

case of a benefit not payable in the form of an annuity, the first day on which

all events have occurred (including a Participant’s election to receive the

benefit) which entitle the affected Participant to such benefit (other than on

account of death).  If benefit payments

are suspended under Article IV after an Annuity Starting Date, the date of a

recommencement of benefits shall not be considered to be a new Annuity Starting

Date unless a new form of distribution may be and is elected under Article

IV.  If there are additional accruals

under this Plan after the Annuity Starting Date, that date shall apply to those

accruals unless that date preceded the Participant’s Normal Retirement Age or a

new form of distribution may be and is elected under Article IV.




 




Beneficiary.




 




(1)                                  “Beneficiary” is the person or persons,

natural or otherwise, other than a joint or contingent annuitant, designated by

a Participant to receive any benefit payable under the Plan in the event of the

Participant’s death.




 




(2)                                  A Participant who has designated a

Beneficiary may, without the consent of such Beneficiary, alter or revoke such

designation.  To be effective, any such

designation, alteration, or revocation shall be in writing, in such form as the

Administrator may prescribe, and shall be filed with the Administrator prior to

the death of the Participant.  If, at

the time a death benefit becomes payable, there is not on file with the

Administrator a fully effective designation of Beneficiary, the designated

Beneficiary shall be the person or persons surviving the Participant in the

first of the following classes in which there is a survivor, share and share

alike:




 




(A)                              the Participant’s spouse;




 




(B)                                the Participant’s children, and children

of the Participant’s spouse, including a child in gestation at the date of the

Participant’s death and thereafter born alive, except that if any of such

children pre-decease the Participant but leave issue surviving the Participant,

such issue shall take by right of representation the share their parent would

have taken if living;




 




(C)                                the Participant’s parents;




 




(D)                               the Participant’s brothers and sisters;




 




(E)                                 the Participant’s estate.




 




The identity of

each Beneficiary in each case shall be determined by the Administrator.  Each such determination shall be final and

binding for all persons.




 




Benefit

Credits.  “Benefit Credits” shall mean the following:




 




(a)                                  If the Participant was a Technician I,

II, or III Employee at the time the Participant ceased to be an Eligible

Employee, Benefit Credits means $25.00 (effective 8/1/94), $25.50 (effective

8/1/95, $26.50 (effective 8/1/96), $27.00 (effective 8/1/97), $27.50 (effective

8/1/98), $28.00 (effective 8/1/99), $28.50 (effective 8/1/00), $29.00

(effective 8/1/01), $29.50 (effective 8/1/02), or $30.00 (effective 8/1/03),

multiplied by the number of the Participant’s years of Accrual Service.




 




(b)                                 If the Participant was a Technician IV

Employee at the time the Participant ceased to be an Eligible Employee, Benefit

Credits means $21.00 (effective 8/1/94), $21.50 (effective 8/1/95), or $22.50

(effective 8/1/96), $23.00 (effective 8/1/97), $23.50 (effective 8/1/98),

$24.00 (effective 8/1/99), $24.50 (effective 8/1/00), $25.00 (effective

8/1/01), $25.50 (effective 8/1/02), or $26.00 (effective 8/1/03), multiplied by

the number of the Participant’s years of Accrual Service.  However, if the




 




4





























 




Participant’s years of

Accrual Service as a Technician IV Employee are preceded by years of Accrual

Service as a Technician I, II, or III Employee, the Participant’s Benefit

Credits shall be determined by multiplying the number of the Participant’s

years of Accrual Service during and before the period that the Participant was

a Technician I, II or III Employee by the rate in effect under subsection (a)

of this definition at the time the Participant ceases to be an Eligible

Employee and adding to that amount the product of the Participant’s remaining

years of Accrual Service and the rate applicable at that time for a Technician

IV Employee.




 




(c)                                  If the Participant was not a Technician

I, II, III, or IV Employee at the time the Participant ceased to be an Eligible

Employee, Benefit Credits means $18.00 (effective 8/1/94), $18.50 (effective

8/1/95), $19.50 (effective 8/1/96), $20.00 (effective 8/1/97), $20.50

(effective 8/1/98), $21.00 (effective 8/1/99), $21.50 (effective 8/1/00),

$22.00 (effective 8/1/01), $22.50 (effective 8/1/02), or $23.00 (effective

8/1/03), multiplied by the number of the Participant’s years of Accrual Service

as a non-Technician Employee.  However,

if such Participant’s years of Accrual Service include years of Accrual Service

as a Technician I, II, III, or IV Employee, the Participant’s Benefit Credits

shall be equal to the sum of (1) the product of (A) the number of the

Participant’s years of Accrual Service during and before the period that the

Participant was a Technician I, II, or III Employee and (B) the rate in effect

under subsection (a) of this definition at the time the Participant ceases to

be an Eligible Employee, (2) the product of (A) the Participant’s years of

Accrual Service period that are during and before the period that the

Participant was a Technician IV Employee and are subsequent to the period (if

any) described in subsection (c)(1)(A) of this sentence and (B) the rate in

effect under subsection (b) of this definition for a Technician IV Employee at

the time the Participant ceases to be an Eligible Employee, and (3) the product

of (A) the Participant’s remaining years of Accrual Service and (B) the rate

applicable at that time for a Participant who was not a Technician I, II, III,

or IV Employee at the time the Participant ceased to be an Eligible Employee.




 




Break in Service.  “Break in Service” means an Eligibility

Computation Period after an Employee’s initial Eligibility Computation Period

during which the Employee has completed no Hours of Service with respect to a

Participating Employer or Related Employer.




 




Claims

Reviewer.  The “Claims Reviewer” shall be such person

who or organizational unit which customarily handles employee benefit matters

relating to the Plan as the Administrator shall designate.




 




Code.  “Code” means the U.S. Internal Revenue Code

of 1986 as amended from time to time.




 




Company. 

“Company” means ‘American Crystal Sugar Company’, a Minnesota

Corporation.




 




Covered

Employee. 

A “Covered Employee” is a person who has met the requirements of

Sections 3.1 and 3.2 and has not ceased to be a Covered Employee under Section

3.3 or any other section of the Plan. 

An individual who has ceased to be a Covered Employee may again become a

Covered Employee as provided in Section 3.4.




 




Deferred

Retirement Date.  If a Participant has reached the

Participant’s Normal Retirement Date and has not incurred a Termination of

Service on or before that date, the Participant’s “Deferred Retirement Date” shall be the earlier of the first day of

the month coincident with or following the date of such Termination of Service

or the first day of the month in which the Participant isn’t credited with the

hours specified in Section 4.14(a)(1)(A) or isn’t being credited with hours at

a rate of at least 1,000 Hours of Service per Plan Year.




 




Domestic

Relations Order.  The term “Domestic Relations Order” means

any judgment, decree or order (including approval of a property settlement

agreement) which:




 




5





























 




(1)                                  relates to the provision of child

support, alimony payments, or marital property rights to a spouse, former

spouse, child, or other dependent of a Participant, and




 




(2)                                  is made pursuant to a State domestic

relations law (including a community property law).




 




Early

Retirement Date.  A Participant’s “Early Retirement Date” is

the first day of any month before the Participant’s Normal Retirement and on or

after the date on which the Participant has (1) attained fifty–five

(55) years of age and completed five (5) years of

Vesting Service, or attained age 60, (2) incurred a Termination of Service, and

(3) elected to commence to receive an early retirement benefit as described in

Section 4.2 of this Plan.




 




Effective Date.  The “Effective Date” of the Plan is described

in Section 1.1 of the Plan.




 




Effective

Date of this Restatement.  “Effective Date of this Restatement” means

March 1, 2002, although certain provisions are effective on other dates as

specifically stated in this document.




 




Election

Period.  In the case of an election to waive the

Qualified Joint and Survivor Annuity Form of benefit, a Participant’s “Election

Period” shall be the ninety–day period ending on the Participant’s

Annuity Starting Date.




 




Eligibility

Computation Period.  “Eligibility Computation Period” means the

twelve consecutive month period commencing with the date an Employee first

performs an Hour of Service for a Participating Employer or Related

Employer.  The Employee’s subsequent

“Eligibility Computation Periods” shall be the Plan Years commencing with the

Plan Year beginning during the Employee’s initial Eligibility Computation

Period.  However, if such Employee

incurs a Break in Service before such  Employee

completes one year of Eligibility Service, then for purposes of this definition

the date the Employee first performs an Hour of Service for a Participating or

Related Employer after such break shall be deemed to be the date the Employee

first performs an Hour of Service for a Participating or Related Employer.




 




Eligible

Employee.  “Eligible Employee” means an Employee of a

Participating Employer who is a member of a collective bargaining unit covered

under the collective bargaining agreement between that Participating Employer

and the Bakery, Confectionery, Tobacco Workers & Grain Millers, AFL-CIO,

CLC, and is required to be covered by a pension plan pursuant to that

collective bargaining agreement.  A

Leased Employee shall not be an Eligible Employee.




 




Eligibility Service.  “Eligibility Service” means a period of service

accumulated by an Employee determined by crediting the Employee with a one-year

period of service for each Eligibility Computation Period during which the

Employee is credited with at least 1,000 Hours of Service with a Participating

or  Related Employer.  Subject to any limits under Section

3.1(b)(1), in determining Eligibility Service,  service as an

Employee with a Predecessor Employer shall be treated as service with a

Participating Employer.




 




Eligible

Beneficiary. 

“Eligible Beneficiary” of a Participant shall mean




 




(1)                                  the surviving spouse who had been married

to the Participant for at least one year prior to the Participant’s death, or




 




(2)                                  if there isn’t such a surviving spouse,

then, as a group, children of the Participant under age 19 (or under age 22 if

a full-time student) unless married.  A

child in gestation at the date of the Participant’s death and thereafter born

alive shall be considered in being.




 




6





























 




Employee.  An “Employee” is a natural person employed in

the service of an employer as a common law employee.




 




Employer.  “Employer” means the employer of an Employee

with respect to whom the term is used.




 




ERISA.  “ERISA” means the Employee Retirement Income

Security Act of 1974 and all amendments thereto and revisions thereof.




 




Funding Medium.  The “Funding Medium” shall be the trustees,

insurance company or other entity that handles assets of the Plan.




 




Highly

Compensated Employee.




 




(1)           Effective for years beginning on or after

January 1, 1997, a “Highly Compensated Employee” of a Participating

Employer for a Plan Year is such individual who:




 




(A)                              is a five percent owner (the definition

in Section 416 of the Code shall apply) of the Participating Employer or at

least one of its Related Employers during that Plan Year or the prior Plan

Year; or




 




(B)                                received earnings from the Participating

Employer and its Related Employers in excess of $80,000 during the prior Plan

Year.




 




The $80,000 amount

will be adjusted pursuant to Section 414(q)(1) of the Code.




 




(2)           For purposes of making the determinations under this

definition, the following rules shall apply:




 




(A)                              Employees who are nonresident aliens and

who do not receive earned income (within the meaning of Section 911(d)(2) of

the Code) from the Participating Employer or any of its Related Employers which

constitutes income from services within the United States (within the meaning

of Section 861(a)(3) of the Code) shall not be treated as Employees of those

Employers.




 




(B)                                A former Employee of the Participating

Employer or one of its Related Employers shall be treated as a Highly

Compensated Employee of the Participating Employer if the former Employee was a

Highly Compensated Employee of the Participating Employer when the Employee

incurred a Termination of Service or the former Employee was a Highly

Compensated Employee of the Participating Employer at any time after attaining

age 55.




 




The determination

of who is a former Highly Compensated Employee is based on the rules applicable

to determining Highly Compensated Employee status as in effect for that

determination year, in accordance with Section 1.414(q)-1T, A-4 for the

Temporary Income Tax Regulations and Notice 97-75, or later guidance under the

Code.




 




In determining

whether an Employee is a Highly Compensated Employee for years beginning in

1997, the amendments to Section 414(q) of the Code are treated as having been

in effect for years beginning in 1996.




 




7





























 




Hour of Service.




 




(1)           General Rule.




 




(A)                              An “Hour of Service” is each hour for

which an Employee is, directly or indirectly, paid (or entitled to payment) by

an Employer for any reason including each hour for which back pay, irrespective

of mitigation of damages, has been either awarded or agreed to by an

Employer.  A back pay Hour of Service

shall be allocated to the period or periods to which the award or agreement

pertains unless the Employee has otherwise received credit for an Hour of

Service for the same period.




 




(B)                                Any hour for which the Employee is being

directly or indirectly paid at more than the Employee’s regular rate of pay

shall be counted as one Hour of Service.




 




(C)                                The Hours of Service of an Employee who

is paid by an Employer for reasons other than for the performance of duties shall

be determined in accordance with Sections 2530.200b–2(b) of the

Department of Labor Regulations which is hereby incorporated by reference.  However no more than 501 Hours of Service

shall be credited to an Employee for any single continuous period during which

the Employee performs no duties, no Hours of Service shall be credited to an

Employee for a payment made or due under a plan maintained solely for the

purpose of complying with worker’s compensation, unemployment compensation or

disability insurance laws, no Hours of Service shall be credited for a payment

which solely reimburses an Employee for medical or medically related expenses

incurred by the Employee, and an Hour of Service shall not be credited to an

Employee under this Subparagraph (C) if it has already been credited to such

Employee pursuant to another provision of this definition.




 




(D)                               Hours of Service of an Employee shall be

credited to computation periods in accordance with Sections 2530.200b–2(c)

of the Department of Labor Regulations which is hereby incorporated by

reference.




 




(E)                                 For purposes of determining Hours of

Service before the date ERISA became applicable to the Plan, an Employer may

use whatever records are reasonably available to the Employer and may make such

calculations as are necessary to determine the approximate number of such Hours

of Service.




 




(2)                                  Exception:  Break in Service.  For Plan

Years beginning on or after January 1, 1985, in the case of each

individual who is absent from service with the Employer for any period by

reason of the pregnancy of the individual, by reason of the birth of a child

for the individual, by reason of the placement of a child with the individual

in connection with the adoption of such child by such individual, or for

purposes of caring for such child for a period beginning immediately following

such birth or placement, the Plan shall treat as Hours of Service, solely for

purposes of determining whether a Break in Service has occurred, the following

hours:




 




(A)                              the Hours of Service which otherwise

would normally have been credited to such individual but for such absence, or




 




(B)                                in any case in which the Plan is unable

to determine the hours described in Subparagraph (A) above, eight hours of

service per normal work day of absence,




 




except that the

total number of hours treated as Hours of Service under this clause by reason

of any such pregnancy or placement shall not exceed 501 hours.  Said hours shall be treated as Hours of

Service only in the year in which the absence from work begins, if a

Participant would be prevented from incurring such a break in service in such

year solely because the period of absence is treated as Hours of Service under

this Paragraph (2), or in any other case, in the immediately following year.  For purposes of this Paragraph (3) the term

“year” means the period used in determining that Break in Service.  No credit will be given under this Paragraph

(3) unless the individual furnishes to the Administrator such timely information

as the Administrator may




 




8





























 




reasonably require

to establish that the absence from work is for the reasons described in this

Paragraph (2) and the number of days for which there was such an absence.




 




(3)                                  Exception:  Federal Law.  If a law of the United States

(including any law relating to credit for time spent in military service) or

any rule or regulation duly issued thereunder so requires, Hours of Service

shall be added to the total calculated under the prior provisions of this

definition and if such law, rule or regulation so permits, an Hour of Service

shall be subtracted from said total.




 




Leased

Employee.  A “Leased Employee” includes any person

(other than an Employee of the recipient) who pursuant to an agreement between

the recipient and any other person (“leasing organization”) has performed

services for the recipient (or for the recipient and related persons determined

in accordance with Section 414(n)(6) of the Code) on a substantially full time

basis for a  period of at

least one year, and, prior to 1997, such services are of a type historically

performed by employees in the business field of the recipient employer, or,

after 1996, such services are performed under primary direction or control by

the recipient.




 




Managing Body.  The term “Managing Body” shall mean the

board of directors of the corporation referred to but when used with reference

to a partnership or sole proprietorship, it shall mean, respectively, the

managing partner or partners (the persons with authority to make decisions for

the partnership) or the sole proprietor.




 




Normal Form.  The “Normal Form” of benefit is a life

annuity, consisting of a monthly pension payable to a Participant on the first

day of each month for the Participant’s lifetime which will include a payment

for the first day of the month in which the Participant dies.




 




Normal

Retirement Age.  A Participant’s “Normal Retirement Age” is

the later of the date the Participant attains age 65 years of age or the fifth

anniversary of the first day of the Plan Year in which the Participant

commenced participation in the Plan.




 




Normal

Retirement Date.  The “Normal Retirement Date” of a

Participant is the first day of the month coinciding with or next following the

Participant’s attainment of the Participant’s Normal Retirement Age.




 




Participant.  “Participant” means an Employee or former

Employee of a Participating Employer who is or may become entitled to a benefit

under the Plan.  Effective July 1, 1987 for purposes of

Section 4.10(g), Participant shall include former union employees covered under

the collectively bargained agreement between the Company and the Bakery,

Confectionery, Tobacco Workers & Grain Millers, AFL-CIO, CLC (formerly, the

American Federation of Grain Millers (AFL-CIO)).




 




Participating

Employer.  “Participating Employer” means the Company

and any other Employer which has adopted the Plan pursuant to the provisions of

Article II and is maintaining it in effect. 

As of March 1, 2002, United Sugars Corporation continues to be a

Participating Employer.




 




Plan.  “Plan” means the “Retirement Plan B for

Employees of American Crystal Sugar Company” as the same is hereby and may

hereafter be amended or restated.




 




Plan

Anniversary Date. 

“Plan Anniversary Date” means March 1 of each year.




 




Plan Year.  “Plan Year” means the twelve-month period

commencing each March 1.  The records of

the Plan shall be kept upon the Plan Year.




 




9





























 




Plan

Termination Date.  “Plan Termination Date” means the date as of

which the Plan is terminated, pursuant to Section 8.1, in total or as to a

designated group of Employees, former Employees, Beneficiaries and surviving

spouses.




 




Predecessor

Employer.  Any corporation, partnership or sole

proprietorship substantially all of the assets of which are acquired by a

Participating Employer or are indirectly acquired by a Participating Employer by

acquiring the assets of an Employer other than said corporation, partnership or

sole proprietorship, or any such entity which merged into or with or is

otherwise absorbed by a Participating Employer, is a “Predecessor Employer” provided that one of the following

requirements applies to that Employer or entity:




 




(1)                                  a Participating Employer continues to

maintain an employee benefit pension plan of such Employer or entity; or




 




(2)                                  employment with that Employer or entity

is required to be treated as employment with a Participating Employer under

regulations prescribed by the Secretary of the Treasury; or




 




(3)                                   the Company, in its sole discretion

effected on a non-discriminatory basis as to all persons similarly situated

identifies that Employer or entity as a Predecessor Employer.




 




Southern Minnesota Beet

Sugar Cooperative is a Predecessor Employer with respect to individuals who

were employed by it on September 1, 1978, to the extent that such recognition

produces Eligibility Service and Vesting Service for such individuals

consistent with the service provided them under the Prior Plan.  The Administrator shall determine whether or

not such an Employer is a Predecessor Employer.




 




Pre-Retirement

Survivor Annuity.  “Pre-Retirement Survivor Annuity” means a

survivor annuity for the life of the spouse of a Vested Participant under which

payments to the spouse equal the amounts which would be payable as a survivor

annuity under the Qualified Joint and Survivor Annuity Form (or the Actuarial

Equivalent thereof) if:




 




(1)                                  in the case of a Participant who dies

after the date on which the Participant attained the Participant’s Qualified

Early Retirement Date, such Participant had incurred a Termination of Service

with an immediate Qualified Joint and Survivor Annuity Form of benefit on the

day before the Participant’s date of death, or




 




(2)                                  in the case of a Participant who dies on

or before the date on which the Participant would have attained the

Participant’s Qualified Early Retirement Date, such Participant had:




 




(A)                              incurred a Termination of Service on the

date of death,




 




(B)                                survived to the Participant’s Qualified

Early Retirement Date,




 




(C)                                incurred a Termination of Service with an

immediate  Qualified Joint and Survivor

Annuity Form of benefit at the Participant’s Qualified Early Retirement Date,

and




 




(D)                               died on the day after the day on which

such Participant would have attained the Participant’s Qualified Early Retirement

Date.




 




In the case of a

Participant who incurred a Termination of Service before the date of the

Participant’s death, Subsection (2)(A) shall not apply.




 




10





























 




Prior Plan.  If this Plan is adopted by a Participating

Employer as an amendment or continuation of another plan, then the amended or

continued plan as it existed immediately before the amendment or continuation

shall be a “Prior Plan.”  Further, the

Plan as it existed on the day before the Effective Date of this Restatement

shall be considered a Prior Plan.




 




Qualified

Domestic Relations Order.




 




(1)                                  General Rule. 

The term “Qualified Domestic Relations Order” means a Domestic Relations

Order:




 




(A)                              which creates or recognizes the existence

of an Alternate Payee’s right to, or assigns to an Alternate Payee the right

to, receive all or a portion of the benefits payable with respect to a

Participant under the Plan, and




 




(B)                                with respect to which the requirements

described in the remainder of this definition are met.




 




(2)                                  Specification of Facts. 

A Domestic Relations Order shall be a Qualified Domestic Relations Order

only if the order clearly specifies:




 




(A)                              the name and last known mailing address

(if any) of the Participant and the name and mailing address of each Alternate

Payee covered by the order,




 




(B)                                the amount or percentage of the

Participant’s benefits to be paid by the Plan to each such Alternate Payee, or

the manner in which such amount or percentage is to be determined,




 




(C)                                the number of payments or period to which

such order applies, and




 




(D)                               each plan to which such order applies.




 




(3)                                  Further Requirements. 

A Domestic Relations Order shall be considered a Qualified Domestic

Order only if such order:




 




(A)                              does not require the Plan to provide any

type or form of benefit, or any option, not otherwise provided under the Plan,




 




(B)                                does not require the Plan to provide

increased benefits (determined on the basis of Actuarial Equivalents), and




 




(C)                                does not require payment of benefits to

an Alternate Payee which are required to be paid to another Alternate Payee

under another order previously determined to be a Qualified Domestic Relations

Order.




 




(4)                                  Exception For Payments After Early

Retirement Date.  A Domestic Relations Order shall not be treated

as failing to meet the requirements of Subparagraph (3)(A) above solely because

such order requires that payment of benefits be made to an Alternate Payee:




 




(A)                              on or after the date on which the

Participant attains (or would have attained) the Participant’s Qualified Early

Retirement Date,




 




(B)                                as if the Participant had incurred a

Termination of Service on the date on which such payment is to begin under such

order (but taking into account only the




 




11





























 




present value of

the benefits actually accrued and not taking into account the present value of

any Employer subsidy for early retirement benefits), and




 




(C)                                in any form in which such benefits may be

paid under the Plan to the Participant [other than in the Qualified Joint and

Survivor Annuity Form with respect to the Alternate Payee and his or her

subsequent spouse].




 




For purposes of

Subparagraph (B) above, the interest rate assumption used in determining the

present value shall be an interest rate specified in the definition of

Actuarial Equivalent which is identified for determining such a value or, if no

rate is specified, five percent (5%).




 




12





























 




When making

calculations of a lump sum which is payable to an Alternate Payee or of the

portion of a Participant’s benefit which is being paid to the Alternate Payee

in that form, those calculations shall be made using the assumptions described

in the definition of Actuarial Equivalent.




 




(5)                                  Orders Prior to January 1, 1985. 

Generally, a Domestic Relations Order cannot be a Qualified Domestic

Relations Order until January l, 1985. 

However, in the case of a Domestic Relations Order entered before such

date, the Administrator:




 




(A)                              shall treat such order as a Qualified

Domestic Relations Order if such Administrator is paying benefits pursuant to

such order on such date, and




 




(B)                                may treat any other order entered before

such date as a Qualified Domestic Relations Order even if such order does not

meet the requirements set forth above.




 




Qualified

Early Retirement Date.  A Participant’s “Qualified Early Retirement

Date” is the Participant’s earliest possible Early Retirement Date.




 




Qualified

Joint and Survivor Annuity Form.

 “Qualified Joint and Survivor Annuity Form”

means an annuity payable on the first day of each month to a Participant and

continuing after the Participant’s death to the Participant’s spouse, if the

spouse survives the Participant, but in an amount equal to 50% of the monthly

benefit payable to the Participant, with the provision that the benefit shall

end on the first day of the month in which occurs the death of the last to die

of the Participant and the Participant’s spouse.  Such annuity shall be the Actuarial Equivalent of the Normal Form

of annuity for the life of the Participant which would otherwise be payable to

the Participant.  In determining that

Actuarial Equivalent, the assumptions and factors specified in Section III of

the Joint and Survivor Option Factors Table of Appendix A shall be used.  For purposes of this definition, “spouse”

means the Participant’s spouse as of the Participant’s Annuity Starting Date

even if the Participant and that spouse are not married on the date of the

Participant’s death.




 




Related

Employer.  A “Related Employer” is an Employer which is

a member of a controlled group of corporations (as defined in Section 414(b) of

the Code, as amended from time to time) which

includes a Participating Employer, which is a trade or business

under common control (as defined in Section 414(c) of the Code, as amended from

time to time) with other trades or businesses including a Participating

Employer, which is part of an affiliated service group (as defined in Section

414(m) of the Code) which includes a Participating Employer, or any other

entity which is treated as a single employer with a Participating Employer

under Section 414(o) of the Code. 

For purposes of counting Hours of Service, an

Employer will only be treated as a Related Employer of a Participating Employer

during periods when the prior sentence applies to that Employer.




 




Social

Security Retirement Age.  “Social Security Retirement Age” means a

Participant’s retirement age under Section 216(l) of the Social Security Act

determined without regard to the age increase factor under such section as if

the early retirement age under paragraph (2) of that section were 62.




 




Technician I, II, or III.  “Technician I, II, or III” shall mean an

Employee who is classified by job as a Technician I, II, or III or is earning a

wage greater than the highest paid Technician IV Employee as listed in the Work

Classification and Wage Scale section of the Contract between a Participating

Employer and the Bakery, Confectionery, Tobacco Workers & Grain Millers,

AFL-CIO, CLC (formerly, the American Federation of Grain Millers (AFL-CIO)),

excluding Employees on temporary assignment for periods of 14 consecutive work

days or less.




 




13





























 




Technician IV.  “Technician IV” shall mean an Employee who

is classified by job as a Technician IV or is earning a wage greater than the

highest paid Station A Employee and less than the lowest paid Technician III

Employee as listed in the Work Classification and Wage Scale section of the  Contract between a

Participating Employer and the Bakery, Confectionery, Tobacco Workers &

Grain Millers, AFL-CIO, CLC (formerly, the American Federation of Grain Millers

(AFL-CIO)), excluding Employees on temporary assignment for periods of 14

consecutive work days or less.




 




Termination of Employment.  Except as otherwise expressly provided

elsewhere in the Plan, a “Termination of Employment” of an Employee occurs

whenever that person’s status as an Employee of an Employer ceases for any

reason other than the Employee’s death. 

Any Employee who does not return to  work for the

Employee’s employer after the expiration of an authorized leave of absence

shall be deemed to have terminated that person’s status as an Employee of that

employer when such leave ends.




 




Termination

of Service.  A “Termination of Service” of an Employee

shall occur whenever the Employee has incurred a Termination of Employment with

each Participating Employer and each Related Employer or has otherwise ceased

to be employed by all of those Employers.




 




Vested.  “Vested” means nonforfeitable, that is, a

claim which is unconditional and legally enforceable against the Plan obtained

by a Participant or the Participant’s Beneficiary to that part of an immediate

or deferred benefit under the Plan which arises from the Participant’s Vesting

Service.




 




Vesting

Service.




 




(1)                                  Service after February 29, 1976. 

After February 29, 1976, a Participant shall receive credit for one full

year of “Vesting Service” for each Plan Year in which the Participant had at

least 1,000 Hours of Service for a Participating Employer or Related Employer.




 




(2)                                  Service Prior to March 1, 1976. 

The Vesting Service to be credited for service prior to March 1, 1976,

shall be the Participant’s last period of continuous employment with the

Participating Employers and Related Employers prior to March 1, 1976 rounded to

the nearest year.




 




(3)                                  Exception:  Predecessor Employer.  Service as

an Employee with a Predecessor Employer shall be treated as service with a

Participating Employer for purposes of this definition.




 




(4)                                  Exception:  Change in Plan Year.  In the event

the Plan Year is changed to a new twelve-month period, Employees shall receive

credit for Vesting Service, in accordance with the preceding provisions of this

definition, for each of the Plan Years (the old and new Plan Years) which

overlap as a result of such change.




 




Section 1.3.                                   Interpretation.  Wherever appropriate, the singular number

shall include the plural and the plural shall include the singular.  The masculine gender shall include the

feminine gender.  Compound words

beginning with the prefix “here” shall be read as referring to this entire

instrument and not merely to the part of it in which they occur.




 




Section 1.4.                                   Applicable

Law, Statute of Limitations.  The Plan and Trust are intended to be

construed, and all rights and duties are to be governed, in accordance with the

laws of the State of Minnesota, except as preempted by ERISA.  Unless ERISA specifically provides

otherwise, no civil action arising out of, or relating to, this Plan or Trust,

including a civil action authorized by Section 502(a) of ERISA, may be

commenced by a Participant or Beneficiary after the earlier of:




 




(a)                                  three years after the occurrence of the

facts or circumstances that give rise to, or form the basis for such action; or




 




14





























 




(b)                                 one year from the date the plaintiff had

actual knowledge of the facts or circumstances that give rise to, or form the

basis for, such action,




 




except that in the case

of fraud or concealment, such action may be commenced not later than three

years after the date of discovery of the facts or circumstances that give rise

to, or form the basis for, such action. 




 




Section 1.5.                                   Rule of

Construction.  The Company intends the Plan to qualify

under the provisions of ERISA including Section 401(a) of the Code as amended

by ERISA, or of any comparable  section of any future

legislation that amends, supplements, or supersedes such section and/or ERISA,

and all provisions of the Plan are to be construed and applied in a manner that

is consistent therewith.




 




ARTICLE

II.


Participating Employers




 




Section 2.1.                                   Eligibility.  In

order to be eligible to adopt the Plan, an Employer must be designated as

eligible by the Administrator, as evidenced by written designation prepared by

the Administrator and delivered to such Employer.  The written designation may specify the date

as of which such Employer’s participation may become effective and the terms

and conditions, if any, under which and the extent to which employment with and

remuneration from such Employer, its predecessor or affiliates shall be taken

into account under the Plan.  It may

also specify the divisions, plants or other units of Employees of such Employer

whose members are eligible to become Covered Employees.




 




Section 2.2.                                   Commencement

of Participation.  An

eligible Employer may adopt the Plan by resolution duly adopted by its Managing

Body, as evidenced by copies thereof certified by its secretary or assistant

secretary (or other authorized person) and delivered to the Administrator.  Upon such delivery to the Administrator of

certified copies of that resolution, the Employer shall become a Participating

Employer effective upon the later of the date specified in that resolution or

the written designation of the Administrator. 

If no date is specified in such resolution or written designation, the

eligible Employer shall become a Participating Employer as of the first day of

the first Plan Year subsequent to the date on which all such resolutions have been

duly adopted.




 




Section 2.3.                                   Termination

of Participation.




 




(a)                                  In

addition to the other methods of termination of Plan participation specified in

Article VIII, any Participating Employer (other than the Company) may withdraw

from participation in the Plan at any time by giving the Administrator 30 days’

written notice.  The Administrator may

terminate the participation in the Plan of any Participating Employer (other

than the Company) by giving the Participating Employer 30 days’ written

notice.  The termination or partial

termination of participation in the Plan by any Participating Employer (or with

respect to a group of its Employees, former Employees or their Beneficiaries)

may also take place by operation of law. 

Such withdrawal or termination shall be deemed a termination or partial

termination of the Plan (as applicable) as to such Participating Employer

unless the Plan is continued under an agreement other than this Agreement by

the Participating Employer or by an acquiring Employer described in Article

VIII.  A transfer of assets to a

successor plan may occur as provided in Section 11.2 of the Plan.




 




(b)                                 The

Administrator shall notify the Pension Benefit Guaranty

Corporation of the termination of participation in the Plan of any

Participating Employer that is a “substantial employer” within 60 days after

the effective date of such termination (see Section 4063 of ERISA).  For purposes of this section, a “substantial

employer” is one which has made contributions under the Plan either for each of

the two immediately preceding Plan Years or for each of the second or third

preceding Plan Years equaling or exceeding ten percent of all Employer

contributions made under the Plan for each of such years.  All Employers who are

members of a controlled group of corporations or are trades or

businesses under common control (as described in the definition of Related

Employer) shall constitute a single Employer for purposes of that definition.




 




15





























 




Section 2.4.                                   Recordkeeping

and Reporting.  Each Participating Employer shall furnish to

the Administrator the information with respect to each of its Employees

necessary to enable the

Administrator

to maintain records sufficient to determine the benefits due to or which may

become due to such Employees and to give those Employees the reports required

by law.




 




Section 2.5.                                   Requirements of Participating Employers.




 




(a)                                  If the Funding Medium is a trust, the

trustee of that trust may, but shall not be required to, commingle, hold and

invest as one trust fund all contributions made by Participating Employers, as

well as all increments thereof. 

However, assets of the Plan shall, on an ongoing basis, be available to

pay benefits to all Participants and Beneficiaries under the Plan without

regard to the Participating Employer who contributed such assets.




 




(b)                                 The transfer of any Participant from or

to a Participating Employer, whether the Participant be an Employee of the

Company or another Participating Employer, shall not affect such Participant’s

rights under the Plan, and the Participant’s Accrued Benefit as well as the

Participant’s accumulated service time with the transferor or predecessor and

the Participant’s length of participation in the Plan, shall continue to the

Participant’s credit.




 




(c)                                  On the basis of information furnished by

the Administrator, the Funding Medium shall keep separate books and records

concerning the affairs of each Participating Employer hereunder and as to the

Accrued Benefits of the Participants of each Participating Employer.  The Funding Medium may, but need not,

register contracts so as to evidence that a particular Participating Employer

is the interested Employer hereunder, but in any event of Employee transfer

from one Participating Employer to another, the employing Employer shall

immediately notify the Funding Medium thereof.




 




(d)                                 In the event of Termination of Service of

any transferred Employee, any portion of the Accrued Benefit of such Employee

which has not been Vested under the provisions of this Plan shall be allocated

by the Funding Medium at the direction of the Administrator to the respective

equities of the Participating Employers for whom such Employee has rendered

service in the proportion that each Participating Employer has contributed

toward the benefits of such Employee. The amount so allocated shall be retained

by the Funding Medium and shall be used to reduce the contribution by the

respective Participating Employer, for the next succeeding year or years.




 




Section 2.6.                                   Designation of Agent. 

Each Participating Employer shall be deemed to be a party to this Plan;

provided, however, that with respect to all of its relations with the Funding

Medium and Administrator for the purpose of this Plan, each Participating

Employer shall be deemed to have designated irrevocably the Company as its

agent.




 




Section 2.7.                                   Employee Transfers. 

It is anticipated that an Employee may be transferred between

Participating Employers, and in the event of any such transfer, the Employee

involved shall carry with the Participant the

Participant’s accumulated service and eligibility. No such transfer shall

effect a Termination of Service hereunder, and the Participating Employer to

which the Employee transferred shall thereupon become obligated hereunder with

respect to such Employee in the same manner as was the Participating Employer

from whom the Employee was transferred.




 




Section 2.8.                                   Administrator’s Authority. 

The Administrator shall have authority to make any and all necessary

rules or regulations, binding upon all Participating Employers and all

Participants, to effectuate the purpose of this Article.




 




16





























 




ARTICLE III.


Participants




 




Section 3.1.                                   Eligibility.




 




(a)                                  Except as otherwise provided in Section

3.1(b), each Eligible Employee of a Participating Employer who has attained age

21 and completed one (1) year of Eligibility Service may become a Covered

Employee.




 




(b)                                 The following provisions are exceptions

to the eligibility provisions of Section 3.1(a):




 




(1)                                  If an Employee is employed in a division,

plant or other unit acquired by a Participating Employer after the later of the

Effective Date of this Restatement or the date this Plan is adopted as an

amendment or continuation of a Prior Plan of that Participating Employer, the

Employee shall not be eligible to become a Covered Employee unless the

Participating Employer designates as eligible the class of employees to which

the Employee belongs and the terms and conditions under and the extent to which

employment with and remuneration from such division, plant or other unit shall

be taken into account under the Plan. 

Those terms and conditions shall apply to such Employee until

subsequently modified under the terms of this Plan.  The Participating Employer may with the consent of the

Administrator designate the former Employer of the Employees of such division,

plant or other unit as a Predecessor Employer and may indicate the extent to

which service with that Employer will be treated as employment with a

Participating Employer for purposes of determining Eligibility, Vesting and

Accrual Service.




 




(2)                                  If an Employee does not complete an Hour

of Service for a Participating Employer or Related Employer on or after January

1, 1988, the Employee must not have attained sixty years of age by the date

from which the Employee’s Vesting Service is measured to have become a Covered

Employee.




 




(3)                                  If the resolution under which the

Employee’s Employer became a Participating Employer specifies the class,

division, plant location or unit of Employees of such Participating Employer

who are eligible to become Covered Employees, the Employee must be employed in

such class, division, plant, location or unit of Employees of such

Participating Employer to be eligible to become a Covered Employee.




 




(4)                                  If the Employee is covered by another

pension plan to which a Participating Employer contributes the Employee shall

not be eligible to become a Covered Employee.




 




(5)                                  A Leased Employee shall not be eligible

to become a Covered Employee.




 




Section 3.2.                                   Commencement

of Participation.




 




(a)                                  On and after the Effective Date of this

Restatement, an Employee shall become a Covered Employee as of the earlier of

the March 1 or September 1 following the date that the Employee first meets the

requirements of Section 3.1.




 




(b)                                 If this Plan is adopted by a

Participating Employer as an amendment or continuation of a Prior Plan, each

Employee of the Participating Employer who immediately before the date this

Plan became effective as to that Employer was a participant or was eligible to

become a participant in said Prior Plan shall be a Participant in this Plan as

of said date.  In addition, each such

Employee who on said date is not excluded from eligibility under Section 3.1(b)

shall be a Covered Employee.




 




(c)                                  Notwithstanding the prior provisions of

this section, to become a Covered Employee, an Employee must sign such

application forms and furnish such information as the Administrator may




 




17





























 




reasonably require for

the proper administration of the Plan. 

Such forms may contain the Employee’s agreement to participate in the

Plan.  An Employee who has met the

eligibility requirements of Section 2.1 and completed said forms shall become a

Covered Employee as of the date described in Section 3.2(a).




 




(d)                                 In the event an Employee who has been

excluded from eligibility under Section 3.1(b) ceases to be so excluded, such

Employee shall become a Covered Employee immediately if the Employee has

satisfied the requirements of Section 3.1(a) and this section and would have

otherwise previously become a Covered Employee.




 




Section 3.3.                                   Termination

of Active Participation.




 




(a)                                  A Participant shall cease to be a Covered

Employee upon the Participant’s Termination of Employment with all

Participating Employers or the Participant’s death, by reason of ceasing to

meet the requirements under Section 3.1 to be eligible to become a Covered

Employee, by the termination of the Plan, or by operation of law.




 




(b)                                 A Covered Employee, upon written request

delivered to the Administrator, may terminate the Participant’s active

participation in the Plan.  Upon such

termination the Participant shall not receive further credit for Accrual

Service.  Having once terminated the

Participant’s active participation in the Plan, the Participant may not again

become a Covered Employee unless the Participant delivers written revocation of

said termination to the Administrator and again meets the requirements of

Sections 3.1 and 3.2.




 




Section 3.4.                                   Return

to Active Participation.  Subject to Section 3.3, an Employee who has

incurred a Termination of Employment by all Participating Employers or has

otherwise ceased to be a Covered Employee shall again become a Covered Employee

as of the first day after such Termination of Employment or other occurrence

which causes the Participant to cease to be a Covered Employee on which such

Employee first performs an Hour of Service for a Participating Employer and is

not excluded from eligibility to become a Covered Employee under Section 3.1.




 




Section 3.5.                                   Limitation

Respecting Employment.

 Neither the fact of the establishment of the

Plan nor the fact that an Employee has become a Covered Employee shall give

that person any right to continued employment; neither shall either fact limit

in any way the right of a Participating Employer to discharge or deal otherwise

with an Employee without regard to the effect which such treatment may have

upon the Employee’s rights under the Plan.




 




ARTICLE

IV.


Benefits Under the Plan




 




Section 4.1.                                   Normal

Retirement Benefit.  A Participant who incurs a Termination of

Service on or after the Participant’s Normal Retirement Age and on or before

the Participant’s Normal Retirement Date shall be entitled to a normal

retirement benefit.  The monthly amount

of the normal retirement benefit of a Participant shall be equal to the

Participant’s Accrued Benefit determined as of the  Participant’s

Normal Retirement Date.  It shall be

payable in the Normal Form commencing on the Participant’s Normal Retirement

Date.




 




Section 4.2.                                   Early Retirement

Benefit.




 




(a)                                  A Participant who incurs a Termination of

Service having reached the Participant’s earliest possible Early Retirement

Date shall be entitled to an early retirement benefit consisting of a monthly

pension payable in the Normal Form commencing on the Participant’s Early

Retirement Date.  If such Participant

desires to receive an early retirement benefit, the Participant must elect on a

form




 




18





























 




provided by the

Administrator to receive that benefit commencing on a first day of a month

subsequent to the election which shall be the Participant’s Early Retirement

Date.




 




(b)                                 The Participant’s early retirement

benefit shall be equal to the Participant’s Accrued Benefit determined as of

the Participant’s Early Retirement Date. 

It will be reduced for payment prior to the Participant’s 60th

birthday.  The rate of reduction will be

1/3 of one percent for each month by which the Participant’s Early Retirement

Date precedes the Participant’s 60th birthday.  If the Participant’s Early Retirement Date

is on or after age 60, there will be no reduction.




 




Section 4.3.                                   Deferred

Retirement Benefit.   A

Participant who has reached the Participant’s Normal Retirement Date and has

not incurred a Termination of Service, or has not incurred a Termination of

Service but is covered by Section 4.14(e), shall be entitled to a deferred

retirement benefit commencing on the Participant’s Deferred Retirement Date.  The monthly amount of the deferred

retirement benefit shall be equal to the Participant’s Accrued Benefit

determined as of the Participant’s Deferred Retirement Date.  The Participant’s deferred retirement

benefit shall be payable in the Normal Form and shall commence on the

Participant’s Deferred Retirement Date. 

In the case of any Participant who reaches age 70 1⁄2 in 1996, or later,

and has not commenced a distribution consistent with Section 4.13(c), such

Participant’s deferred retirement benefit as of the Participant’s Annuity

Starting Date shall not be less than the Actuarial Equivalent of the

Participant’s deferred retirement benefit as of April 1 following the year in

which the Participant reaches age 70 1⁄2, plus the Actuarial Equivalent of

any additions to the Participant’s deferred retirement benefit subsequent to

that date, less the Actuarial Equivalent of any distributions made to the

Participant after that date.




 




Section 4.4.                                   Termination

Benefit.




 




(a)                                  A Participant who has completed at least

five (5) years of Vesting Service and incurs a Termination of Service, and who

is not entitled to any of the benefits described in the preceding provisions of

this Article, shall be entitled to a termination benefit consisting of a

monthly pension payable, unless the Participant makes the election provided by

Subsection (e), in the Normal Form commencing on the Participant’s Normal

Retirement Date.




 




(b)                                 A Participant who is otherwise entitled

to receive a termination benefit may elect to begin to receive it on the first

day of any month on or following the date the Participant attains the age and

years of Vesting Service needed to satisfy the Early Retirement Date

requirements applicable to the Participant. 

Said benefit shall also be paid in the Normal Form.




 




(c)                                  If the payment of the Participant’s

pension commences with the first day of the month beginning with the

Participant’s Normal Retirement Date, the Participant’s termination benefit

shall be equal to the Participant’s Accrued Benefit.




 




(d)                                 If the payment of the Participant’s

pension commences when provided under Subsection (b), the monthly amount

of the Participant’s termination benefit shall be the Participant’s Accrued

Benefit as of the date the Participant incurs such Termination of Service,

reduced for payment prior to the Participant’s Normal Retirement Date.  It will be reduced for payment prior to the

Participant’s 60th birthday. 

The rate of reduction will be 1/2 of one percent for each month by which

the Participant’s Annuity Starting Date precedes the Participant’s 60th

birthday.  If the Participant’s Annuity

Starting Date is on or after age 60, there will be no reduction.




 




(e)                                  A Participant who qualifies under

Subsection (b) may elect to begin receiving the payment of the benefit to which

the Participant is entitled under this section by submitting to the

Administrator a written statement which describes the Participant’s benefit

under this section and the date it would otherwise commence, and specifies that

the Participant elects to begin receiving the payment of the Participant’s

benefit on the first day of a month allowed by Subsection (b).




 




19





























 




Section 4.5.                                   Total and Permanent Disability Benefits.




 




(a)                                  Any

Participant who becomes totally and permanently disabled for purposes of Social

Security benefits at a time when the Participant has accrued at least five (5)

or more years of Vesting Service and incurs a Termination of Service may elect

to receive a monthly disability benefit equal to the Participant’s Accrued Benefit.  Such benefit may commence on the later of

(1) the first day of the month next following the date on which the Employee

has been determined to be totally and permanently disabled by the Federal

Social Security Administration or (2) the first day of the month next following

the date on which the Participant stops receiving disability payments from any

disability plan or program sponsored by the Participant’s Participating

Employer.  Disability benefit payments

shall not be subject to actuarial reduction because of Termination of Service

prior to the Participant’s Normal Retirement Age.




 




(b)                                 The

Administrator shall make determinations regarding eligibility for this

benefit.  Notice of a Participant’s

election of this benefit shall be made in writing on a form prescribed by and

filed with the Administrator in accordance with its rules and regulations.  The Administrator may, in its discretion,

require a medical examination by a physician or physicians of its choice and

may terminate such disability benefit if the Participant ceases to be totally

and permanently disabled as described in Subsection (a) after the Participant’s

disability benefit commences.  A

recipient of, or applicant for, a disability benefit shall cooperate with the

Administrator in making an initial or any subsequent review of the

Participant’s claim for disability benefits under this section.




 




Section 4.6.                                   Minimum

Benefits.  In no event will the benefit determined for

a Participant under Sections 4.1, 4.2, 4.3, 4.4, or 4.5 and payable as of the

Participant’s Normal Retirement Date be less than the accrued benefit under the

Plan as of February 29, 1976.




 




Section 4.7.                                   Maximum Benefits.




 




(a)                                  In no event shall the amount of the

annual benefit payable with respect to a Participant from this Plan exceed the

maximum permissible amount.  If any

Participant isn’t and has never been a participant in another defined

contribution or defined benefit plan maintained by a Participating Employer or

a Related Employer, and the Participant’s annual benefit exceeds the maximum

permissible amount, it shall be reduced so that the annual benefit will equal

the maximum permissible amount.




 




In the event that the

annual pension benefit otherwise payable to a Participant who has incurred a

Termination of Service has been limited by the dollar limitation of the

definition of maximum permissible amount, such limited annual pension benefit

shall be increased in accordance with any automatic cost-of-living adjustments

in such dollar limitation made pursuant to that definition.




 




(b)                                 If a Participant is, or has ever been,

covered under more than one defined benefit plan maintained by a Participating

Employer or a Related Employer, the sum of the Participant’s annual benefits

from all such plans may not exceed the maximum permissible amount.  That limitation shall be met by limiting

benefits under this Plan.




 




(c)                                  Provided that no Participating Employer

and no Related Employer has at any time maintained a defined contribution plan

in which the Participant participated, the limitation in Subsection (a) or (b)

shall be deemed satisfied if the annual benefit (or sum of annual benefits)

payable to the Participant is not more than One Thousand Dollars ($1,000.00)

multiplied by the Participant’s years of Vesting Service (not to exceed ten

such years).  To the extent provided in

Internal Revenue Service regulations, this subsection shall be applied

separately with respect to each change in the benefit structure of the

applicable plan or plans.




 




(d)                                 In the case of a Participant who is also

participating in a defined contribution plan to which the Participant’s

Participating Employer or one of its Related Employers contributes, the sum of

the Participant’s defined contribution plan fraction and defined benefit plan

fraction shall not exceed 1.0 in




 




20





























 




any limitation year.  That limitation shall be met by limiting

benefits under this Plan but only if contributions are not limited under the

defined contribution plan in order to meet that limitation.  This subsection shall cease to apply in

limitation years beginning after December 31, 1999, with respect to

Participants who are credited with one Hour of Service for a Participating

Employer after that date.




 




(e)                                  The limitations of this Section apply to

limitation years beginning after December 31, 1986.  Limitations for prior limitation years shall be governed by the

Plan as it existed on December 31, 1988.




 




(f)                                    The terms defined below have the

following meanings for purposes of this section:




 




(1)                                  The term “annual additions” means the sum

of the following amounts credited to the account of a Participant for a

limitation year:




 




(A)                              contributions by a Participating Employer

or a Related Employer;




 




(B)                                forfeitures; and




 




(C)                                nondeductible Employee contributions.




 




For the sole

purpose of applying the dollar limit on annual additions, any contribution by a

Participating Employer or Related Employers allocated in years beginning after

March 31, 1984 to a medical account established under Section 401(h) of the

Code for a Participant under any pension or annuity plan, shall be treated as

an “annual addition” to a defined contribution plan.  Also, for the same purpose, in the case of a key employee as

defined in the top-heavy section of this Plan, any contribution by a

Participating Employer or a Related Employer allocated in limitation years

beginning after 1985 on the Participant’s behalf to a separate account in a

funded welfare benefit plan established for the purpose of providing

post-retirement medical benefits shall be considered an “annual addition”.  “Annual addition” shall not include rollover

contributions, repayments of loans, repayment of amounts to a plan by a

Participant and transfers of employee contributions from one qualified plan to

another.




 




(2)                                  The term ‘annual benefit’ means a benefit

which is payable annually in the form of a straight life annuity.  Except as otherwise provided in this

definition, a benefit payable in a form other than a straight life annuity must

be adjusted to an actuarially equivalent straight life annuity before applying

the limitations of this section.  The

interest rate assumption used to determine actuarial equivalents shall be the

greater of the interest rate utilized under the definition of Actuarial

Equivalent or five (5) percent; provided, however, on and after March 1, 2000,

for purposes of making an adjustment from a form of benefit which is subject to

Section 417(e)(3) of the Code (such as a lump sum distribution), that interest

rate assumption shall not be less than the annual rate of interest on 30 year

Treasury securities, or on a substitute for those securities, as specified by

the Commissioner of the Internal Revenue Service for the December immediately

preceding the first day of the Plan Year during which the applicable

Participant’s Annuity Starting Date occurs. 

The annual benefit does not include any benefits attributable to

Employee contributions or rollover contributions, or the assets transferred

from a plan qualified under Section 401(a) of the Code that was not maintained

by a Participating Employer or a Related Employer.  No actuarial adjustment to the benefit is required for (A) the

value of a Qualified Joint and Survivor Annuity Form of benefit, (B) the value

of ancillary benefits which are not directly related to retirement income

benefits and (C) the value of post-retirement cost of living increases made in

accordance with applicable regulations. 

On and after the first day of the limitation year beginning in 2000, the

mortality assumptions used for determining an actuarial equivalent shall be

based upon the ‘applicable mortality table’ prescribed by the Secretary of the

Treasury in accordance with Section 417(e)(3) of the Code and regulations and

rulings issued pursuant thereto (which as of January 1, 1995, is based upon a

fixed blend of 50% of the male mortality




 




21





























 




rates and 50% of

the female mortality rates from the 1983 Group Annuity Mortality Table and as

of December 31, 2002, for purposes of benefit payments commencing on or after

that date, is the table prescribed in Rev. Rul. 2001-62).  Prior to that day, mortality was determined

(for that purpose) using the 1983 Group Annuity Mortality Table.  The mortality decrement shall be taken into

account to the extent provided in IRS Notice 83-10, 1983-C.B. 536 or its

replacement.




 




(3)                                  The term “compensation” includes the sum

of all remuneration as an Employee received from the Participating Employers

and all Related Employers (A) which constitutes wages, salaries, or other

amounts received for personal services, (B) which constitutes income from

sources from outside of the United States otherwise excluded from the

Employee’s gross income for U.S. Income Tax purposes and (C) which constitutes

additional amounts (other than those previously referred to in this subsection)

described in Section 1.415-2(d)(1) of the Department of Treasury Regulations as

amended from time to time.  The term

“compensation” excludes all amounts described in Department of Treasury

Regulations Section 1.415-2(d)(2) as amended from time to time.  The determination of “compensation” shall be

made in accordance with Section 415(c)(3) of the Code and the regulations

thereunder.  For Plan Years beginning

after December 31, 1997, “compensation” includes amounts which are contributed

to a plan by one of such Employers pursuant to a salary reduction agreement

with a Participant and which are not includable in the gross income of such

Participant under Section 125, 402(e)(3), 402(h)(1)(B), 403(b), or 457(b) of

the Code, and Employee contributions described in Section 414(h)(2) of the Code

which are treated as contributions by an Employer.  For limitation years beginning on and after January 1, 2001, for

purposes of applying the limitations described in this section, compensation

paid or made available during such limitation years shall include elective

amounts that are not includable in the gross income of the employee by reason

of Section 132(f)(4) of the Code.




 




(4)                                  The term “current accrued benefit” means

a Participant’s annual benefit (including optional benefit forms) accrued as of

the end of the last limitation year beginning before 1987, but determined

without regard to changes in the Plan after May 5, 1986 or cost of living

increases under the Plan.




 




(5)                                  The term “defined benefit fraction” means

a fraction, the numerator of which is the sum of the Participant’s projected

annual benefits under all the defined benefit plans (whether or not terminated)

maintained by a Participating Employer or a Related Employer, and the

denominator of which is the lesser of 1.25 times the dollar limitation in

effect for the limitation year under Section 415(b)(1)(A) of the Code or 1.4

times the defined benefit plan compensation limitation (under said Section 415)

for that limitation year.  However, the

denominator of that fraction will not be less than 1.25 times the Participant’s

current accrued benefit.




 




(6)                                  The term “defined contribution fraction”

means a fraction, the numerator of which is the sum of the annual additions to

the Participant’s account under all the defined contribution plans (whether or

not terminated) maintained by a Participating Employer or a Related Employer

for the current or prior limitation years and the denominator of which is the

sum of the maximum aggregate amounts for the current and all prior limitation

years during which the Participant completed a year of Vesting Service.  The maximum aggregate amount in any

limitation year is the lesser of 1.25 times the dollar limitation in effect

under Section 415(c)(1)(A) of the Code or thirty-five percent (35%) of the

Participant’s compensation for such year. 

However, at the election of the Administrator, the amount taken into

account for all limitation years ending before January 1, 1983 when computing

the denominator may be an amount equal to the denominator which would have been

determined for the limitation year ending in 1982 (under the applicable law as

in effect for that limitation year) multiplied by the transition fraction.  The transition fraction means the fraction,

the numerator of which is the lesser of $51,875 or 1.4 multiplied by 25% of the

compensation of the Participant for the limitation year ending in 1981 and the

denominator of which is the lesser of $41,500 or 25% of the compensation




 




22





























 




of the Participant

for the limitation year ending in 1981. 

Further, if the Participant was covered in one or more defined

contribution plans maintained by a Participating Employer or a Related Employer

which were in existence for the last limitation year beginning before 1987, and

which satisfied the requirement of Section 415 of the Code for that limitation

year, the numerator of the defined contribution fraction would be adjusted as specified

in Internal Revenue Service regulations, if the sum of that fraction and the

defined benefit fraction otherwise exceed 1.0 under the terms of this Plan.




 




(7)                                  The term “highest average compensation”

means the average compensation for the three consecutive calendar years of

service with a Participating Employer or a Related Employer that produces the

highest average.




 




(8)                                  The term “limitation year” means the Plan

Year.




 




(9)                                  (A)                              The term “maximum permissible amount” means the lesser

of $90,000 or 100% of the Participant’s highest average compensation.  If the annual benefit commences before the

Participant’s Social Security Retirement Age, the maximum permissible amount

may not exceed the lesser of the actuarial equivalent of a $90,000 annual

benefit beginning at that age or the Participant’s highest average

compensation.  The actuarial adjustment

will be made in accordance with Internal Revenue Service regulations.




 




(B)                                To determine the actuarial equivalents

referred to in subparagraph (A) above, the regulations referred to in

that subparagraph indicate that if the benefit is payable at or after age 62

and before the Participant’s Social Security Retirement Age (“SSRA”) the dollar

limitation at the Participant’s SSRA is reduced by 5/9 of 1% for each of the 36

months by which benefits commence before the month in which the Participant’s

SSRA is attained, and by 5/12 of 1% for each additional month.  However, if the age at which the benefit is

payable is less than age 62, the dollar limitation is further reduced so that

the limitation is actuarially equivalent to the limitation at age 62.  Effective on and after March 1, 2000, the

reduced dollar limitation, in that case, is the lesser of the Actuarial

Equivalent amount (the interest rate shall be 5%) or the equivalent amount

computed using 5% interest and the ‘applicable mortality table’ described

below.  Prior to such date, the

assumptions used to determine that reduced dollar limitation were those used

under the Plan as it existed immediately before the amendment that added the

provisions concerning the ‘applicable mortality table.’




 




(C)                          If the annual benefit commences after the

Participant’s Social Security Retirement Age, the benefit may not exceed the

lesser of the actuarial equivalent of a $90,000 annual benefit beginning at age

65 or the Participant’s highest average compensation.  Effective on and after March 1, 2000, that actuarial equivalent

shall be the lesser of the equivalent amount computed using Actuarial Equivalents

(mortality shall be determined under the 1983 Group Annuity Mortality Table and

the interest rate shall be the interest rate under the definition of Actuarial

Equivalent) or the amount computed using five percent (5%) interest and the

“applicable mortality table” described below. 

Prior to that date, the rules of the Plan as in effect before that date

shall be used to make that determination.




 




(D)                               Each applicable January 1st, the $90,000

limitation above will be automatically adjusted to the new dollar limitation

determined by the Commissioner of Internal Revenue for the calendar year

beginning on that date.  The new

limitation will apply to limitation years ending with the calendar year of the

date of the adjustment.




 




23





























 




(E)                                 Notwithstanding the above, the maximum

permissible amounts applicable to a Participant shall not be less than the

Participant’s current accrued benefit. 

Further, if the annual benefit commences when the Participant has less than

ten years of Vesting Service with a Participating or Related Employer, the

percentage limitation portion of the maximum permissible amount otherwise

defined shall be reduced by one-tenth for each year of Vesting Service less

than ten and, if it commences when the Participant has less than ten years of

participation in the Plan, the dollar limitation portion of the maximum

permissible amount shall be reduced by one-tenth for each year of participation

less than ten.  To the extent provided

in regulations the last two sentences shall be applied separately to each

change of benefit structure of a plan.




 




(F)                                 For purposes of this Paragraph (9), on

and after the first day of the first limitation year beginning in 1995, the

mortality assumptions shall be based upon the mortality table (the ‘applicable

mortality table’) prescribed by the Secretary of Treasury pursuant to Section

415(b)(2)(E) of the Code (which as of the first day of the limitation year

beginning in 1995 shall be based on a fixed blend of 50% of the male mortality

rates and 50% of the female mortality rates from the 1983 Group Annuity

Mortality Table and as of December 31, 2002, for purposes of benefit payments

commencing on or after that date, is the table prescribed in Rev. Rul.

2001-62).  The mortality decrement shall

be taken into account to the extent provided in IRS Notice 83-10, 1983-1 C.B.

536 or its replacement.




 




(10)                            The term “projected annual benefit” means

the annual benefit (defined in the manner provided in this section) to which a

Participant would be entitled under the terms of a plan assuming (A) the

Participant will continue employment until the Participant’s normal retirement

age under that plan (or current age, if later), and (B) the Participant’s

compensation for the current limitation year and all other relevant factors

used to determine benefits under that plan will remain constant for all future

limitation years.




 




(g)                                 Any applicable portion of Section 415 of

the Code not described in this section is hereby incorporated by reference.




 




Section 4.8.                                   Automatic

Qualified Joint and Surviving Spouse Annuity.




 




(a)                                  The provisions of this section shall

apply when an event described in one of the previous sections of this article

occurs which entitles a Participant to a benefit under one of said sections, if

the Participant is married as of the Participant’s Annuity Starting Date and if

the election described in Section 4.9 has not been made.




 




(b)                                 The payment of the Participant’s benefit

shall commence as provided in whichever of said sections is applicable and

shall be payable in the Qualified Joint and Survivor Annuity Form.




 




(c)                                  No benefit shall be paid to the

Participant’s spouse under this section if the applicable benefit had not

commenced to the Participant at the time of the Participant’s death.




 




Section 4.9.                                   Election Out of

Qualified Joint and Survivor Annuity or Life Annuity Form.




 




(a)                                  The provisions of this section shall

apply when an event described in one of the previous sections of this article

occurs which entitles a Participant to a benefit under one of said sections.




 




(b)                                 A Participant who is married may elect to

not have the Participant’s benefit paid in the Qualified Joint and Survivor

Annuity Form and a Participant who is not married may elect to not have the

Participant’s Benefit paid in the Normal Form. 

The Participant shall make said election during the Election Period

applicable to the Participant on a form furnished by the Administrator that

shall clearly




 




24





























 




indicate the Participant’s election.  The Participant shall have the right to

revoke (in writing) any election made under this section and to make the

election permitted under this section after any such revocation or revocations

at any time within the Election Period applicable to the Participant.




 




(c)                                  (1)                                  Not less than 30 nor more than 90 days before the

Participant’s Annuity Starting Date, the Administrator shall provide the

Participant with a written notice (by mail or personal delivery), in

nontechnical terms, indicating the availability of the Participant’s right to

elect not to have the Participant’s benefit paid in the Qualified Joint and

Survivor Annuity Form (or the Normal Form, if the Participant isn’t

married).  Said notice shall include an

explanation of the terms and conditions of the Qualified Joint and Survivor

Annuity Form of benefit (or the Normal Form, if the Participant isn’t married),

the circumstances in which it will be provided to the Participant, the election

made available by Subsection (b) (including an explanation of the Election Period),

the financial effect of making or not making such election (in terms of dollars

per annuity payment or other payment) including a general description of the

material features of the optional forms of benefit under the Plan and their

relative value, the rights of the Participant’s spouse under Subsection (d) and

the right to revoke an election described in Subsection (b) (and the effect of

that revocation).  Said notice may also

be provided by posting or publication (see Section 1.7476-2(c)(1) of Treasury

Department Regulations for examples) so long as either method is reasonably

calculated to reach the attention of the Participant on or about 90 days before

the Participant’s Annuity Starting Date and throughout the Election Period

applicable to the Participant (for example, by permanent posting or repeated

publication).




 




(2)                                  On and after March 1, 2002, a Participant

may waive the requirement that such written notice be provided at least 30 days

before the Participant’s Annuity Starting Date, provided that the following

requirements are met:




 




(A)                              the Administrator provides information to

the Participant clearly indicating that the Participant has a right to at least

30 days to consider whether to waive the Qualified Joint and Survivor Annuity

Form and consent to a form of distribution other than a Qualified Joint and

Survivor Annuity Form;




 




(B)                                the Participant is permitted to revoke an

affirmative distribution election at least until the Participant’s Annuity

Starting Date, or, if later, at any time prior to the expiration of the 7-day

period that begins the day after the explanation of the Qualified Joint and

Survivor Annuity Form is provided to the Participant; and




 




(C)                                the Annuity Starting Date is after the

date that the explanation of the Qualified Joint and Survivor Annuity Form is

provided to the Participant; however, the Participant’s Annuity Starting Date

may be before the date that any affirmative distribution election is made by

the Participant if the actual distribution in accordance with the affirmative

election does not commence before the expiration of the 7-day period that

begins the day after the explanation of the Qualified Joint and Survivor

Annuity Form is provided to the Participant.




 




(d)                                 An election under this Section shall not

take effect unless the election designates a Beneficiary (or a form of

benefits) and the spouse of the Participant (if any) consents to such election,

and acknowledges the effect of such election, in a writing which is witnessed

by a Plan representative or a notary public not more than 90 days before the

Participant’s Annuity Starting Date. 

Further, an election which the spouse has consented to may not be

changed without a new spousal consent (as described in the prior sentence)

unless the spouse’s consent expressly permits designations by the Participant

without any requirement of further consent by the spouse.  However, the spouse’s consent shall not be

required if it is established to the satisfaction of a Plan representative that

the consent may not be obtained because there is no spouse or the spouse cannot

be located (or because of other circumstances as may be prescribed in




 




25





























 




regulations).  Any consent by a spouse (or establishment

that the consent may not be obtained) shall be effective only with respect to

that spouse.




 




Section 4.10.                             Death Benefits.




 




(a)                                  Upon the death of a Participant, a death

benefit of $5,000 shall be paid to the Beneficiary that the Participant has

designated in writing on a form prescribed by and filed with the Administrator

in accordance with its rules and regulations. 

Notwithstanding the definition of Beneficiary, if the Participant fails

to designate a Beneficiary, the lump sum benefit shall be paid to the

Participant’s estate.  This benefit

shall not be paid to Participants who have incurred a Termination of Service

and are entitled to a benefit under Section 4.4.




 




(b)                                 If a Participant dies while actively

employed by a Participating Employer, there shall be paid to the Participant’s

Eligible Beneficiary a monthly survivor’s benefit, commencing with the first

day of the month next following the Participant’s death.  Such monthly survivor’s benefit shall be

paid so long as there is an Eligible Beneficiary, provided that the distribution

requirements of Section 4.11 (concerning Section 401(a)(9) of the Code) will be

met.  As long as there is more than one

Eligible Beneficiary, such survivor benefit shall be split in equal shares

among the Eligible Beneficiaries.




 




For Technicians

who died before August 1, 1991, the amount of that benefit was $150.  That amount was increased to $175 for

Technicians who died on or after August 1, 1991.  The amount was increased to $200 for Technicians who died on or

after August 1, 1993.  The amount was increased

to $250 for Technicians who died on or after August 1, 1994.  The amount was increased to $300 for

Technicians who died on or after August 1, 1995.  The amount was increased to $325 for Technicians who died on or

after August 1, 1996.




 




For Non-Technicians

who died before August 1, 1991, the amount of that benefit was $120.  That amount was increased to $150 for

Non-Technicians who died on or after August 1, 1991.  The amount was increased to $170 for Non-Technicians who died on

or after August 1, 1993.  The amount was

increased to $195 for Non-Technicians who died on or after August 1, 1994.  The amount was increased to $220 for

Non-Technicians who died on or after August 1, 1995.  The amount was increased to $240 for Non-Technicians who died on

or after August 1, 1996.




 




A Participant for

the purpose of this Section shall be considered to be actively employed by a

Participating Employer if at death the Participant is an Employee of a

Participating Employer.




 




(c)                                  If a Participant dies while drawing a

benefit under the terms of one of Sections 4.1, 4.2, 4.3, or 4.5, there shall

be paid to the Participant’s Eligible Beneficiary a monthly survivor’s benefit,

commencing with the first day of the month next following the Participant’s

death.  Such monthly survivor’s benefit

shall be paid so long as there is an Eligible Beneficiary, provided that the

distribution requirements of Section 4.11 (concerning Section 401(a)(9) of the

Code) will be met.  As long as there is more

than one Eligible Beneficiary, such survivor benefit shall be split in equal

shares among the Eligible Beneficiaries.




 




For Technicians

who died before August 1, 1991, the amount of that benefit was $150.  That amount was increased to $175 for

Technicians who died on or after August 1, 1991.  The amount was increased to $200 for Technicians who died on or

after August 1, 1993.  The amount was

increased to $250 for Technicians who died on or after August 1, 1994.  The amount was increased to $300 for

Technicians who died on or after August 1, 1995.  The amount was increased to $325 for Technicians who died on or

after August 1, 1996.




 




For

Non-Technicians who died before August 1, 1991, the amount of that benefit was

$120.  That amount was increased to $150

for Non-Technicians who died on or after August 1, 1991.  The amount was increased to $170 for

Non-Technicians who died on or after August 1, 1993.  The amount was increased




 




26





























 




to $195 for

Non-Technicians who died on or after August 1, 1994.  The amount was increased to $220 for Non-Technicians who died on

or after August 1, 1995.  The amount was

increased to $240 for Non-Technicians who died on or after August 1, 1996.




 




(d)                                 Upon

the death on or after August 23, 1984, of a Participant who is married and who

(1) incurs a Termination of Service as provided for in Section 4.4 following

the completion of at least one (1) Hour of Service on or after August 23, 1984,

(2) incurs a Termination of Service and is entitled to a benefit under Section

4.2, (3) incurred a Termination of Service following the completion of at least

one (1) Hour of Service in any Plan Year beginning on or after January 1, 1976

with at least ten (10) Years of Vesting Service, or (4) has not incurred a

Termination of Service; and who has not reached the Participant’s Annuity

Starting Date, such Participant’s surviving spouse shall receive a

Pre-Retirement Survivor Annuity based on the non-forfeitable percentage of the

Participant’s Accrued Benefit, determined as of the date of the Participant’s

death.  The spouse shall be entitled to

a benefit commencing on the first day of the month following the Participant’s

death (even though the benefit is determined as if it would be payable at a

later date).  The spouse may agree to a

later commencement date (not later than the Participant’s Normal Retirement

Date).  If such spouse is entitled to a

benefit under Section 4.10(b), the benefit under this Subsection (d) shall

be reduced (but not below zero) by the amount of the benefit under Section

4.10(b).




 




(e)                                  Upon

the death (on or after January 1, 1987) of a nonmarried Vested Participant who

has incurred a Termination of Service and has not had an Annuity Starting Date,

the Participant’s Beneficiary will receive a lump sum payment equal to the Actuarial

Value of the annuity that would have been payable under Section 4.10(d) if the

Participant had been married to a spouse of equal age.




 




(f)                                    If

a Participant, upon reaching the Participant’s Normal Retirement Date and

remaining in the employ of a Participating Employer after such date, does not

have an Eligible Beneficiary, or, if such election would result in larger

benefits for the Participant’s Eligible Beneficiary, the Participant may elect

an optional form of benefit, as defined in Section 4.11, that would provide

death benefits to a designated Beneficiary. 

Such election must comply with the provisions of Section 4.11 and the

definition of Beneficiary.  If such

election is made and the Participant dies prior to the Participant’s Annuity

Starting Date without an Eligible Beneficiary, then the designated Beneficiary

under the elected optional form of benefit shall be entitled to the survivor

benefit under that form as if the Participant incurred a Termination of Service

on the Participant’s Normal Retirement Date and began to receive that optional

form of benefit.  However, on and after

March 1, 2002, such election shall not be required and the Eligible Beneficiary

or designated Beneficiary shall be entitled to the death benefit under the

optional form of benefit available to the Participant under Section 4.11 at the

time of the Participant’s death which produces the greatest benefit to the

Eligible Beneficiary or designated Beneficiary.  If the Participant dies without an Eligible Beneficiary and hasn’t

designated a Beneficiary, then the designated Beneficiary for purposes of this

subsection shall be determined under the Plan’s definition of Beneficiary.




 




(g)                                 Effective

July 1, 1987 death benefits provided to former union Employees covered under

the collectively bargained agreement between American Crystal Sugar Company and

the American Federation of Grain Millers (AFL-CIO) (subsequently known as the

Bakery, Confectionery, Tobacco Workers & Grain Millers, AFL-CIO, CLC) and

who were age 55 and over on September 1, 1974 will be provided by this Plan

rather than under a group insurance contract.




 




Section 4.11.                             Other Forms of and Restrictions on Benefits.




 




(a)                                  The

optional elections provided for in this section may be elected by a Participant

(on such form as the Administrator may require) who has made the election

required by Section 4.9.  Such election

shall take place before the date when the payment of the benefit is to begin.




 




(b)                                 Instead

of the benefit to which a Participant may otherwise be entitled under the Plan,

a Participant may elect to receive an optional form of benefit that is an

Actuarial Equivalent of the benefit




 




27





























 




otherwise payable.  For purposes of this Section 4.11, Actuarial

Equivalent shall mean the assumptions and factors specified in Appendix A.




 




(c)                                  Any form selected shall provide that a

Participant’s benefit shall be distributed by the required commencement date

described in a subsequent section (concerning commencement of benefits) or

shall begin not later than that date and shall be distributed over the life of

the Participant or over the lives of the Participant and the Participant’s

Beneficiary (or over a period not extending beyond the life expectancy of the

Participant or the life expectancy of the Participant and the Participant’s

Beneficiary).  Life expectancies shall

be computed using the expected return multiples in Tables V and VI of Section

1.72-9 of Internal Revenue Service Regulations and using the Participant’s (and

designated Beneficiary’s) attained age as of the Participant’s birthday (and

the designated Beneficiary’s birthday) in the calendar year in which the

Participant attains age 70 1/2.  Life

expectancies shall not be recalculated annually for purposes of determining

minimum distributions.




 




(d)                                 Subject to the foregoing, the optional

forms of benefits which a Participant may elect shall be:




 




(1)                                  the Normal Form of annuity;




 




(2)                                  an option specified in Appendix A, except

that the Joint and Survivor Annuity options are only available to a Participant

who is married on the Participant’s Annuity Starting Date.




 




(e)                                  If the Participant elects an annuity

payable for life and a term certain and if the Participant dies after the

payments had commenced, the payment of the remaining benefit shall be made to

the Participant’s Beneficiary and may not extend beyond the period certain.




 




(f)                                    At any time before the first benefit

payment is due, a Participant who has elected an optional form of benefit may

revoke the Participant’s election or may change the Participant’s election by

signing and filing an appropriate revocation or change with the Administrator.




 




(g)                                 In the event of the death of both a

Participant who has elected an optional form of benefit providing for payments

during a period certain and the Participant’s selected Beneficiary under that

optional form before completion of the number of monthly payments elected, and

provided that the Participant has not specified otherwise in the Participant’s

Beneficiary designation under that optional form, the Actuarial Value of the

remainder of the payment shall be paid in a single sum:




 




(1)                                  to the estate of the Participant, if the

Participant is the last to die, or




 




(2)                                  to the estate of the selected

Beneficiary, if the selected Beneficiary is the last to die.




 




(h)                                 Any distribution under this section or

the rest of the Plan must be made in accordance with the regulations under

Section 401(a)(9) of the Code, including the incidental death benefit

requirements described in Section 1.401(a)(9)-2 of Internal Revenue Service

Regulations (or any replacement). 

Further, such regulations shall supersede any distribution option in the

Plan which is inconsistent with Section 401(a)(9) of the Code.




 




(i)                                     Under the incidental benefit rules

described in the prior subsection, if a joint and survivor annuity is selected

with a nonspouse Beneficiary who is more than 10 years younger than the

Participant, the survivor benefit must be limited in accordance with a Table

set out in those rules.  Also, if the selected

benefit includes a period certain, those rules require that the period certain

may not exceed a period determined for distribution of individual

accounts.  The period for a person who

has attained age 70 in a distribution calendar year is 26.2 and decreases with

increasing attained ages.




 




28





























 




(j)                                     With respect to distributions under the

Plan made in calendar years beginning on or after January 1, 2002, the Plan

will apply the minimum distribution requirements of Section 401(a)(9) of the

Code in accordance with the regulations under Section 401(a)(9) of the Code

that were proposed in January 2001, notwithstanding any provision of the Plan

to the contrary.  This Subsection (j)

shall continue in effect until the end of the last calendar year beginning

before the effective date of final regulations under Section 401(a)(9) of the

Code or such other date specified in guidance published by the Internal Revenue

Service.




 




29





























 




Section 4.12.                             Lump Sum Benefit.




 




(a)                                  Notwithstanding any other provision of

Article IV to the contrary, in the event a Participant’s benefit or a benefit

attributable to that Participant is payable immediately or at a future time

upon the Participant’s Termination of Service or death, and no part of said

benefit has begun to be paid to anyone, and if the Actuarial Value of said

benefit is $3,500 (this amount changes to $5,000 effective for Plan Years

beginning after August 5, 1997) or less, the Administrator shall cause a

distribution to be made of same in a lump sum to the proper recipient without

the recipient’s consent within an administratively feasible time after such

Termination of Service or death (which shall not be later than the end of the

second Plan Year following the Plan Year in which such event occurs).




 




(b)                                 If a Participant is not Vested when the

Participant incurs a Termination of Service, the Participant shall be deemed to

have a lump sum distribution upon that Termination of Service.




 




(c)                                  If the Actuarial Value of the

Participant’s Vested Accred Benefit is more than $5,000 but less than $10,000,

the Participant may elect on forms to be provided by the Administrator to

receive the Actuarial Value of that benefit in a lump sum.  Such a Participant who is married shall also

be entitled to receive such Vested Accrued Benefit in the form of an immediate

Qualified Joint and Survivor Annuity and such a Participant who is unmarried

shall be entitled to receive such Vested Accrued Benefit in an immediate life

annuity form.  Section 4.9 shall apply

to such a Participant.




 




Section 4.13.                             Commencement of Benefits and Related Requirements.




 




(a)                                  Subject to the other provisions of this

section, payment of benefits under this Article shall begin as specified in the

applicable provisions of this Article.




 




(b)                                 Subject to the limitations of Subsection

(c), payment of the benefits to a Participant shall begin not later than the

sixtieth day after the close of the Plan Year in which the latest of the following

events occurs:




 




(1)                                  the Participant reaches age 65; or




 




(2)                                  the Participant incurs a Termination of

Service.




 




(c)                                  (1) Except as otherwise provided in this

subsection, distributions to any Participant shall commence no later than April

1 of the calendar year following the year in which the Participant attains 70

1/2, even if the Participant has not incurred a Termination of Service.  In the case of a Participant who attained

age 70 1/2 before 1988, distributions may be deferred until April 1 of the calendar

year following the year in which the Participant incurs a Termination of

Service, or if earlier, becomes a 5% owner; provided, however, if a

distribution would have had to commence by April 1, 1989 on account of a

Termination of Employment in 1988, the required commencement date shall not be

before April 1, 1990.  For purposes of

this subsection, “5% owner” means a Participant who, at any time during the

Plan Year ending in the calendar year in which the Participant attains age 66

1/2 or during any subsequent Plan Year, owns more than a 5% interest in a

Participating Employer or any Related Employer.  In determining ownership, the constructive ownership provisions

of Section 318 of the Code shall be applied by utilizing a 5% test in lieu of

the 50% test set forth in Subparagraph (a)(2)(C) of that Code provision, and

the aggregation rules of Section 414(b), (c), (m), and (o) of the Code shall

not apply.




 




(2)                                  In the event that Subsection (c)(1)

requires that a benefit commence to a Participant on an April 1 and the

Participant hasn’t incurred a Termination of Service, the Participant’s benefit

shall be calculated as if the Participant had incurred a Termination of Service

on the March 31 preceding that April 1. 

Further, effective as of each January 1 thereafter and as of the

Participant’s Deferred Retirement Date, but not later than that date, the

Participant’s benefit




 




30





























 




under

the Plan shall be recalculated under Section 4.3 and correspondingly modified;

however, the recalculated benefit payments shall be reduced by the Actuarial

Equivalent of any benefit payments previously made to the Participant under the

Plan.  Any such reduction shall not

cause benefit payments to be decreased to an amount less than the amount the

Participant was receiving immediately prior to the date that the recalculation

is to be effective.  Accordingly,

benefit payments in effect during the Plan Year ending on December 31, 1998,

shall not be reduced.




 




(3)                                  Subsequent to 1996, Paragraph (1) will

not require distribution to commence to other than a 5% owner, but a

Participant may elect prior to the date on which a benefit would commence under

Paragraph (1) and pursuant to procedures established by the Administrator to be

covered by such Paragraph (1).




 




(d)                                 If the amount of a payment cannot be

ascertained by the date provided in the preceding paragraphs of this section or

if the Participant cannot be located (after reasonable effort), a payment

retroactive to such date may be made provided that such payment must be made no

later than sixty days after the earliest date on which such amount can be

ascertained under the Plan or the date on which the Participant is located

(whichever is applicable).  However, if

all or a portion of such amount has been lost by reason of escheat under state

law, the Participant shall cease to be entitled to the portion so lost.




 




(e)                                  Benefits shall be paid directly to or for

the benefit of the Participant or Beneficiary entitled thereto, either by a

trustee pursuant to the terms of the applicable trust agreement or by an

insurance company pursuant to the terms of an annuity or similar contract as is

then in effect, depending upon the method of funding in effect.  Benefits accrued while a particular method

of funding is in effect shall be paid by the Funding Medium which provides that

method of funding unless the assets which were held to provide those benefits

have been transferred to a different Funding Medium.




 




(f)                                    The Administrator shall direct the payor

to withhold from each benefit such tax as is required by law, and the

Administrator shall provide the payor with such information as may be required

by law, by applicable regulation, and by the particular circumstances in order

to allow the payor properly to withhold such tax.  The payor shall withhold from each benefit payment made after the

receipt by it of that direction and of that information such taxes as are

required by law, unless the payee has duly elected, in the manner provided by

law, not to have such tax withheld.  The

payor also shall give to each payee such notices of the right to make such

elections as are required by law.  As

used in this subsection, the term “payor” means each insurance company and each

trustee that actually pays any benefit under the Plan.




 




Section 4.14.                             Re-employment and Suspension of Benefits.




 




(a)                                  Subject to Section 4.13(c), in the event

that a Participant incurs a Termination of Service under circumstances

entitling the Participant to a benefit under the Plan and if the Participant

again becomes an Employee of a Participating Employer or a Related Employer,

then the following shall apply:




 




(1)                                  If the Participant, after the

Participant’s rehire, is (A) credited with 40 or more Hours of Service in a

month or is paid for one Hour of Service performed on at least eight (8) days

of a month for a Participating Employer or a Related Employer and (B) is

working at a rate of at least 1,000 Hours of Service per Plan Year for a

Participating Employer or a Related Employer for that month, the payment of the

benefit (if not completed upon the Participant’s said rehire) shall be

suspended as of that month.  Such

suspension shall continue at least through the calendar month following the

Participant’s rehire during which the Participant is not credited with or paid

for the Hours of Service described in Subsection (a)(1)(A) or such

Participant’s rate of completion of Hours of Service falls below 1,000 Hours of

Service per Plan Year.  Any suspended

benefit shall be resumed no later than the first day of the third calendar

month after the calendar month described in the prior sentence.  Such suspension of benefits shall not apply

to any Participant who returns to employment with a Participating Employer after

pension payments




 




31





























 




have

commenced, solely to work during a campaign, provided that the Participant is

not scheduled to work at least 1,000 Hours of Service in the one year period

subsequent to such return to employment..




 




(2)                                  No benefit may be suspended under

Subsection (a)(1) unless the Administrator (during the first calendar month

during which such benefit is suspended), provides the Employee by mail or

personal delivery with a written notice containing the following:




 




(A)                              A description of the reasons why the

benefit is being suspended;




 




(B)                                A general description of this section;




 




(C)                                A copy of this section;




 




(D)                               A statement that the Employee may have a

review of the suspension of the Employee’s benefits by following the claims

procedure set forth in Section 5.10; and




 




(E)                                 A statement that the applicable U.S.

Department of Labor regulations relating to the suspension may be found in

Section 2530.203-3 of the Code of Federal Regulations.




 




The Administrator

shall adopt a procedure, and shall inform all Employees to whom this section is

applicable of such procedure, whereby such Employee may request of the

Administrator (and the Administrator will respond to such request within 30

days) a determination of whether the specific employment contemplated by such

Employee will result in a suspension of the payment of the Employee’s benefits

under Subsection (a)(1).




 




(b)                                 For any period during which a

Participant’s benefit payments are suspended under this section, the benefit

payments to which the Participant was entitled by reason of the Participant’s

earlier employment shall not accrue.




 




(c)                                  Notwithstanding any other provision of

the Plan, if a Participant incurs a Termination of Service under circumstances

entitling the Participant to a benefit under the Plan and if the Participant

again becomes an Employee of a Participating Employer or a Related Employer but

the benefit cannot be suspended under the provisions of Section 4.14(a), or if

a benefit is resumed under this Section or on account of Section 4.13(c) after

a suspension, then as of the date of that resumption, as of each January 1

after the resumption or after such re-employment (without a suspension), and as

of the first day of the month on or following the Participant’s Termination of

Service after a re-employment described in this Section, but not after that

day, the Participant’s benefit under the Plan shall be recalculated under the

section of the Plan under which the benefit is being determined and

correspondingly modified; however, the recalculated benefit payments shall be

reduced by the Actuarial Equivalent of any benefit payments previously made to

the Participant under the Plan.  Any

such reduction shall not cause benefit payments to be decreased to an amount

less than the amount the Participant was receiving immediately prior to the

date that the recalculation is to be effective.  However, if a Participant incurs a Termination of Service under

circumstances entitling the Participant to a lump sum distribution under

Section 4.12 of the Plan, the Participant again becomes an Employee of a

Participating Employer or a Related Employer, and the Participant’s Accrual

Service taken into account in calculating that lump sum distribution must be

recognized in determining a subsequent benefit for the Participant, then such

subsequent benefit shall be reduced in a manner chosen by the Actuary to

prevent duplication of benefits for the Participant (such as a simple

subtraction of the Accrued Benefit on which the lump sum was based from the

Accrued Benefit on which the current benefit is based).




 




(d)                                 Subject to the prior provisions of this

section, if the Employee dies after such rehire but before the Employee incurs

a Termination of Service and the Employee’s spouse or Beneficiary is not




 




32





























 




entitled to a benefit

under this Plan and if the form of the Employee’s benefits payable following

any such earlier employment provided for an annuity payable for a term certain

the terms of which had not expired on or before the Employee’s said rehire or

if said form had provided for payments to be made to another person (legal or

natural) following the Employee’s death, such payments shall be made as though

the Employee had not been rehired.




 




(e)                                  In the event that a Participant continues

to be an Employee of a Participating Employer or a Related Employer on and

after the Participant’s Normal Retirement Date, the Participant shall be

treated as a rehired Employee of the Participating Employer or the Related

Employer for purposes of this Plan and accordingly the normal retirement

benefit described in Section 4.1 may only be suspended on and after the

Participant’s Normal Retirement Date in accordance with Subsection (a).  The Participant’s benefit shall cease to be

suspended and shall begin no later than as provided in Subsection (a) for any

other suspended benefit.




 




Section 4.15.                             Transfers to this Plan from Another Retirement Plan of

the Company.  If, as a result of a transfer from another

position within the Company, a person becomes a Covered Employee, such person

shall accrue as a Participant of this Plan that retirement benefit which is the

greater of:




 




(a)                                  That retirement benefit which is based on

the Participant’s years of Accrual Service (not to exceed 30) as a Participant

of this Plan assuming the Participant became a Participant in this Plan on the

date the Participant first became a Participant of any other retirement plan

maintained by the Company, reduced by the amount of retirement benefit earned

under such other plan or plans, which reduction includes the reduction

specified under the next section concerning non-duplication of benefits, or




 




(b)                                 That retirement benefit which is based on

the Participant’s years of Accrual Service (not to exceed the number produced

by subtracting the Participant’s years of accrual service in such other plan or

plans from 30) after the date on which the Participant became a Participant of

this Plan.




 




Notwithstanding

the foregoing, if, by reason of a transfer within the Company, a person becomes

a Participant in this Plan during a Plan Year in which the Participant was also

a Participant in any other retirement plan or plans maintained by the Company,

the benefit of such person will be the benefit determined under the plan in which

the person was a Participant on the last day of the Plan Year in which the

transfer occurs, except that such determination shall be made as of the date of

the Participant’s Termination of Service if it is earlier than that last day.




 




Notwithstanding

the prior provisions of this section, if, by reason of a transfer within the

Company, a person becomes a Participant in this Plan, if that Participant was a

participant in another defined benefit retirement plan of the Company, and if

the assets and liabilities of that retirement plan with respect to that

Participant are transferred to this Plan in connection with such transfer

within the Company, then the Participant’s Accrued Benefit under this Plan will

be determined as if the Participant had not been excluded from participation in

this Plan prior to such transfer within the Company.  However, the Participant’s Accrued Benefit shall not be less than

the accrued benefit determined under that other retirement plan as of the date

of the transfer of assets and liabilities, expressed in the Normal Form which

shall be the Actuarial Equivalent of such accrued benefit.




 




Section 4.16.                             Non-Duplication of Benefits. 

In determining the monthly amount of a Participant’s benefit commencing

under Sections 4.1, 4.2, 4.3, 4.4 or 4.5, there shall be deducted the amount of

the monthly benefit, if any, to which the Participant is entitled under any

other pension plan, not including Social Security, that is supported in whole

or in part by contributions of the Company, but only to the extent that such

benefit is attributable to employer contributions and to a period of service

for which the Participant receives a benefit under this Plan.  For purposes of this offset, the amount of

the monthly benefit under such other plan shall be computed by the Actuary on

the assumption that the benefit is a life annuity with payments commencing at

the same time as under this Plan, regardless of the




 




33





























 




actual form of payment

under such other plan. In addition, notwithstanding any other provisions of the

Plan, benefits otherwise payable to a Participant under Sections 4.1, 4.2, 4.3,

4.4 or 4.5 shall be suspended during such period as the Participant receives

long- or short-term disability benefits provided by the Participant’s

Participating Employer and during periods of re-employment prior to the

Participant’s Normal Retirement Date. 

Any benefits payable upon subsequent Termination of Employment will be

actuarially adjusted to reflect the payments already received.




 




Section 4.17.                             February 28, 2002 Benefits. 

Any benefits being paid under the Plan as it existed on February 28,

2002 shall continue to be paid in the same amount and form as in effect on that

date.  Further, any deferred Vested

benefits which existed on that date shall be determined under the Plan as it

existed on that date and shall be payable under the terms of this Plan.




 




Section 4.18.                             Inalienability of Benefits.




 




(a)                                  No benefit under the Plan shall be

subject to voluntary or involuntary alienation or encumbrance of any kind or

manner.  This subsection shall not apply

to a Qualified Domestic Relations Order. 

Notwithstanding any provision of this Section to the contrary, an offset

to a Participant’s Accrued Benefit against an amount that the Participant is

ordered or required to pay the Plan with respect to a judgment, order or decree

issued, or a settlement entered into, on or after August 5, 1997, shall be

permitted in accordance with Sections 401(a)(13)(C) and (D) of the Code.




 




(b)                                 If any Participant who is receiving

benefits under the Plan (1) elects to join or to continue after the

Participant’s Termination of Service in a hospitalization, surgical and/or

medical expense or life insurance program which may be available to the Participant

through the Participant’s Participating Employer; and (2) authorizes the

deduction from the Participant’s pension of any amount to be paid by the

Participant under such program, such Employer may direct that such deduction

and the amount so deducted shall be paid on the Participant’s behalf to enable

the Participant to join or continue in such program.




 




Section 4.19.                             Qualified Domestic Relations Order. 

Notwithstanding the preceding provisions of this Article, benefits and

payment of benefits under the Plan shall be altered to conform to a Qualified

Domestic Relation Order.




 




Section 4.20.                             Annuity Contracts.  A

Participant’s benefits under the Plan may be provided through the acquisition

of annuity contracts which are distributed to the Participant (or the

Participant’s spouse or Beneficiary). 

Any annuity contract distributed from the Plan must be nontransferable.




 




Section 4.21.                             Minimum Benefit on Merger, Consolidation or Transfer

of Assets of Plan.  In the event the Plan is merged or

consolidated with any other plan or in the event the assets or liabilities of

the Plan are transferred to any other plan, and if a Participant would have

been entitled to receive a benefit under the Plan had it then terminated, the

value of the benefit to which the Participant shall be entitled immediately

after such merger, consolidation or asset or liability transfer, shall not be

less than the value of the benefit to which the Participant would have been

entitled, had the Plan terminated the day before such merger, consolidation or

asset or liability transfer.




 




Section 4.22.                             Application for Benefits. 

Any person entitled to a benefit under the Plan shall complete, sign,

and file with the Administrator an application for benefits on a form provided

by the Administrator, and shall furnish such additional data as the

Administrator may reasonably require.




 




Section 4.23.                             Special Direct Rollover Rules.




 




(a)                                  This provision applies to distributions

made on or after January 1, 1993. 

Notwithstanding any provision of the Plan to the contrary that would

otherwise limit a Distributee’s election under this provision, a Distributee

may elect, at the time and in the manner prescribed by the




 




34





























 




Administrator, to have

any portion of an Eligible Rollover Distribution paid directly to an Eligible

Retirement Plan specified by the Distributee in a Direct Rollover.




 




(b)                                 For purposes of implementing the

requirements of this provision, certain terms contained in Subsection (a) above

shall be defined as follows:




 




(1)                                  Eligible Rollover Distribution: 

An “Eligible Rollover Distribution” is any distribution of all or any

portion of the balance to the credit of the Distributee, except that an

Eligible Rollover Distribution does not include: any distribution that is one

of a series of substantially equal periodic payments (not less frequently than

annually) made for the life (or life expectancy) of the Distributee or the

joint lives (or joint life expectancies) of the Distributee and the

Distributee’s designated Beneficiary, or for a specified period of ten years or

more; any distribution to the extent such distribution is required under

Section 401(a)(9) of the Code; the portion of any distribution that is not

includible in gross income (determined without regard to the exclusion for net

unrealized appreciation with respect to employer securities); and any other

exception permitted by law or under pronouncements or regulations issued by the

Internal Revenue Service.




 




(2)                                  Eligible retirement plan: 

An “Eligible Retirement Plan” is an individual retirement account

described in Section 408(a) of the Code, an individual retirement annuity

described in Section 408(b) of the Code, an annuity plan described in Section

403(a) of the Code, or a qualified trust described in Section 401(a) of the

Code, that accepts the Distributee’s Eligible Rollover Distribution.  However, in the case of an Eligible Rollover

Distribution to the surviving spouse, an Eligible Retirement Plan is an individual

retirement account or individual retirement annuity.




 




(3)                                  Distributee: 

A “Distributee” includes an Employee or former Employee.  In addition, the Employee’s or former

Employee’s surviving spouse and the Employee’s or former Employee’s spouse or

former spouse who is the alternate payee under a qualified domestic relations

order, as defined in Section 414(p) of the Code, are Distributees with regard

to the interest of the spouse or former spouse.




 




(4)                                  Direct rollover: 

A “Direct Rollover” is a payment by the Plan to the Eligible Retirement Plan

specified by the Distributee.




 




ARTICLE V.


Administration of the Plan




 




Section 5.1.                                   Administrator.  The general

administration of the Plan is the responsibility of the Company as

Administrator.




 




Section 5.2.                                   Administrative Committee.




 




(a)                                  General.  An Administrative

Committee consisting of one or more members shall have the authority and duty

to act for the Company in its capacity as Administrator.




 




(b)                                 Members.  The Chief

Executive Officer of the Company shall appoint the members of the

Administrative Committee.  Each such

appointee shall serve until the appointee either resigns or is removed by said

Chief Executive Officer.  Said Chief

Executive Officer shall fill any vacancy by appointment.  If the Chief Executive Officer does not

appoint any members of the Administrative Committee or if there are no current

members of the Administrative Committee, the Chief Executive Officer shall be

the Administrative Committee until the Chief Executive Officer subsequently

appoints one or more members of the Administrative Committee.




 




35





























 




(c)                                  Organization. 

The members of the Administrative Committee shall elect one of their

members as chairman and they shall elect a secretary, who may be, but need not

be, a member of the Administrative Committee. 

The chairman shall preside at the meetings of the Administrative

Committee.  The secretary shall keep

minutes of the meetings of the Administrative Committee and shall have custody

of its records.  The Administrative

Committee may create such subcommittees to perform such duties as it may

determine from time to time, but all acts of any subcommittee shall be subject

to the approval of the Administrative Committee.




 




(d)                                 Meetings and Acts. 

The Administrative Committee shall meet at such places, at such times,

and upon such notice, as its members may determine from time to time.  A majority of the current membership of the

Administrative Committee shall constitute a quorum for the transaction of

business.  Each member of the Administrative

Committee shall have one vote on any question, but no action shall be taken at

any meeting without the affirmative vote of a majority of the whole

Administrative Committee. The Administrative Committee may also act without a

formal meeting by the written authorization of all of the members.  The Administrative Committee shall keep

accurate records of all of its acts and proceedings.




 




(e)                                  Compensation and Reimbursement. 

So long as an Administrative Committee member is a person receiving

full-time pay from a Participating Employer or Related Employer, that person

shall receive no additional compensation for the person’s services as an

Administrative Committee member; however, the person shall be entitled to

reimbursement for the person’s expenses actually and properly incurred in the

performance of the person’s duties as an Administrative Committee member.




 




(f)                                    Indemnification. 

The Participating Employers shall indemnify, save and hold harmless,

jointly and severally, the members of the Administrative Committee from any and

all loss, damage and liability which such members may incur or sustain, arising

out of their performance of their duties under the Plan, except to the extent

that such loss, damage and liability results from the willful misconduct, gross

negligence or lack of good faith of such members or member.




 




Section 5.3.                                   Administrative Duties and Powers. 

In addition to the duties and powers elsewhere in this Plan imposed and

conferred upon the Administrator, the Administrator has the duty and power:




 




(a)                                  To interpret and construe the provisions

of the Plan;




 




(b)                                 To determine the eligibility of Employees

to participate in the Plan and to give Employees timely notice thereof;




 




(c)                                  To maintain records with respect to each

Participant, upon the basis of any information furnished by each Participating

or Related Employer, by the Participant or by the Funding Medium, sufficient to

determine the benefits due, or which may become due, to the Participant;




 




(d)                                 To prepare and file with the appropriate agencies

of the United States Government such reports as are required by law from time

to time;




 




(e)                                  To prepare and furnish to each

Participant such reports and individual statements or other disclosures as are

required by law from time to time;




 




(f)                                    To maintain records containing the

necessary basic information from which the foregoing instruments and reports

may be prepared in sufficient detail so that their accuracy may be verified;




 




(g)                                 To make available in its office, for

examination during business hours by any Participant or Beneficiary, copies of

all of the instruments under which the Plan has been established and is being




 




36





























 




operated and copies of

all reports or other documents which are required by law to be made available

to them;




 




(h)                                 To furnish to any Participant or

Beneficiary, upon receipt of a written request thereof and in return for

payment of the reasonable cost thereof, a copy of any document required to be

made available to them;




 




(i)                                     To determine the right of any person to a

benefit under the Plan, the amount thereof, and the method and time or times of

payment;




 




(j)                                     To furnish to each Participant whose

employment with a Participating Employer or a Related Employer is terminated in

any manner, or who so requests, but no more frequently than once a Plan Year, a

report sufficient to inform the Participant of the Participant’s accrued

benefits under the Plan and the percentage of those benefits that is Vested;




 




(k)                                  To engage an independent qualified public

accountant, as may be required by law, and such other advisors, counsel

(including, at the discretion of the Administrator, counsel also consulted or

employed by a Participating Employer), agents, and employees as may be

reasonably necessary to the administration of the Plan;




 




(l)                                     To instruct the Funding Medium with

respect to the disbursements;




 




(m)                               To serve as agent for the service of

legal process upon the Plan; and




 




(n)                                 To perform such other duties as the Chief

Executive Officer of the Company may specify from time to time with regard to

the administration of the Plan.




 




No determination

of a fact shown by the official employment record of a Participating or Related

Employer shall be made contrary to such records unless such records are clearly

proved to be erroneous as to such fact. 

Any determination made by the Administrator within the scope of its

express powers shall be final, but no act or determination of the Administrator

in contravention of the terms of this instrument shall be valid.




 




Section 5.4.                                   Rule Against Discrimination. 

In the administration of the Plan, the Administrator shall never

discriminate in any way in favor of Highly Compensated Employees of a

Participating Employer.




 




Section 5.5.                                   Disclosure, Reporting, and Registration.




 




(a)                                  The Administrator shall cause to be

furnished to each Participant, each Beneficiary and each surviving spouse who

is receiving or may be entitled to benefits under the Plan such documents as

are required by law.




 




(b)                                 The Administrator shall cause to be

prepared and filed with the appropriate governmental agencies such reports and

disclosures as may be required by law.




 




Section 5.6.                                   Claims Procedure.  A

Participant or the Participant’s spouse or Beneficiary shall have the right to

submit a claim for benefits in writing to the Claims Reviewer.  The written claim must specify the basis of

it and the amount of the benefit claimed. 

The Claims Reviewer shall act to deny or accept said claim within ninety

days of the receipt of the claim by notifying the Participant or the

Beneficiary of the Claims Reviewer’s action, unless special circumstances

require the extension of such ninety-day period.  If such extension is necessary, the Claims Reviewer shall provide

the Participant or the spouse or Beneficiary with written notification of such

extension before the expiration of the initial ninety-day period.  Such notice shall specify the reason or

reasons for such extension and the date by




 




37





























 




which a final decision

can be expected.  In no event shall such

extension exceed a period of ninety days from the end of the initial ninety-day

period.  In the event the Claims

Reviewer denies the claim of a Participant or the spouse or Beneficiary in

whole or in part, the Claims Reviewer’s written notification shall specify, in

a manner calculated to be understood by the claimant, the reason for denial,

the specific section or sections of the Plan upon which the denial is based,

and an explanation of the claim review procedure specified in the Plan.  If any additional material or information is

required to process the claim, the denial shall describe and indicate why it is

necessary.  Should the claim be denied

in whole or in part and should the claimant be dissatisfied with the Claims

Reviewer’s disposition of the claimant’s claim, the claimant may have a full

and fair review of the claim by the Administrator upon written request therefor

submitted by the claimant or the claimant’s duly authorized representative and

received by the Administrator within sixty days after the claimant receives

written notification that the claimant’s claim has been denied.  In connection with such review, the claimant

or the claimant’s duly authorized representative shall be entitled to review pertinent

documents and submit the claimant’s views as to the issues, in writing.  The Administrator shall act to deny or

accept the claim within sixty days after receipt of the claimant’s written

request for review unless special circumstances require the extension of such

sixty-day period.  If such extension is

necessary, the Administrator shall provide the claimant with written

notification of such extension before the expiration of such initial sixty-day

period.  In all events, the

Administrator shall act to deny or accept the claim within one hundred twenty

days of the receipt of the claimant’s written request for review.  The action of Administrator shall be in the

form of a written notice to the claimant and its contents shall include all of

the requirements for action on the original claim.  In no event may a claimant commence legal action for benefits the

claimant believes are due the claimant until the claimant has exhausted all of

the remedies and procedures afforded the claimant by this section.




 




Section 5.7.                                   Facility of Payment.  Whenever, in

the Administrator’s opinion, a person entitled to receive any payment of a

benefit or installment thereof hereunder is under a legal disability or is

incapacitated in any way so as to be unable to manage the person’s financial

affairs, the Administrator may direct the Trustee to make payments to such

person or to the person’s legal representative or to a relative or friend of

such person for the person’s benefit, or the Administrator may direct the

Trustee to apply the payment for the benefit of such person in such manner as

the Administrator considers advisable (including a payment to an individual in

accordance with an applicable law concerning minors, such as the Uniform

Transfer to Minors Act).  Any payment of

a benefit or installment thereof in accordance with the provisions of this

Section shall be a complete discharge of any liability for the making of such

payment under the provisions of the Plan.




 




ARTICLE VI.


Funding the Plan




 




Section 6.1.                                   Employer Contributions.  Each

Participating Employer shall contribute under the Plan such amounts as equal or

exceed the minimum amounts required pursuant to ERISA.  The amounts attributable to contributions of

a Participating Employer shall be applied only for the benefit of Employees of

such Participating Employer.




 




Section 6.2.                                   Method of Funding.




 




(a)                                  The Company shall have the power to

determine the method by which the Plan shall be funded and the funding policies

all of which shall be consistent with the objectives of the Plan.  It may change the method of funding from

time to time.  The Plan may be funded by

means of one or more trust funds into which all Employer contributions shall be

paid and out of which all benefits shall be paid, or by means of a contract or

contracts issued by one or more insurance companies to which all Employer

contributions shall be paid and by which all benefits shall be paid, or by any

other method of funding that may come into common use and may be approved by

the Internal Revenue Service, or by any combination of the foregoing methods of

funding.




 




38





























 




(b)                                 If the trust fund method of funding is

selected, the Company shall select the trustee or trustees and determine the

form or forms of the trust agreement or agreements which may include the

reservation, in the Company, as a named fiduciary, of the authority to appoint

one or more investment advisors and to grant to such investment advisors such

powers over assets of the trust fund as the Company may deem advisable and may

reserve to the Company the authority to direct the trustee or trustees

regarding investment of that trust fund. 

If the insurance company contract method of funding be selected, the Company

shall select one or more insurance companies from which the contract or

contracts shall be obtained.  It shall

select the particular form of contract or contracts to be obtained, and may

change them from time to time.




 




(c)                                  As of the Effective Date of this

Restatement, the trust fund method of funding benefits is in operation.




 




Section 6.3.                                   Prohibition Against Diversion.




 




(a)                                  Except as provided in Subsections (b),

(c), (d), and (e), in no event shall any of the assets accumulated for the

purpose of funding the Plan (whether these assets be part of a trust fund or

part of the reserves or of a separate account of an insurance company) be

diverted to any use or purpose other than for the exclusive benefit of the

Employees and former Employees of each Participating Employer and the

Beneficiaries of such Employees or former Employees.




 




(b)                                 Notwithstanding the provisions of

Subsection (a), if an actuarial valuation of the Plan and the media being used

to fund the Plan should disclose a “Surplus of Plan Assets” (defined below) at

the termination of the Plan, an amount equal to all or any part of such Surplus

may, upon the direction of the Administrator, be returned to the Participating

Employer with regard to which the surplus exists.




 




For the purpose of

this section, a “Surplus of Plan Assets” means the amount (if any) by which the

value of the assets held by the Funding Medium exceeds the value, or the

purchase price, of all of the benefits then accrued under this Plan for

Participants (or their Beneficiaries), determined upon the basis of some then-currently-available

rates consistently applied by the Actuary, or as otherwise required by the

Pension Benefit Guaranty Corporation pursuant to ERISA.




 




(c)                                  If a contribution is made under the Plan

and its delivery is conditioned upon the initial qualification of the Plan

under Section 401(a) of the Internal Revenue Code, as amended from time to

time, and the tax-exempt status of the funding method, and if the Plan does not

initially qualify and/or if the funding method is not initially tax-exempt,

upon written request of the Participating Employer which made the request or

the Administrator, the Funding Medium shall return to such Participating

Employer the amount of such contribution within one year after the date of a

final denial of such initial qualification and/or tax-exempt status (including

a final resolution of any such denial through all appeals procedures).




 




(d)                                 If all or a portion of a Participating

Employer’s contribution is made under a mistake of fact, the Funding Medium

shall, upon written request of such Employer, return the portion which was so

made to such Employer within one year of the date the contribution was

delivered to the Funding Medium.




 




(e)                                  If a contribution is received by the

Funding Medium and its delivery is conditioned upon its deductibility by the

Participating Employer under Section 404 of the Code, then to the extent the

deduction is disallowed, the funding medium shall, upon written request of the

Participating Employer or the Administrator, return the disallowed portion of the

contribution to the Participating Employer within one year after the date of

the final denial of said deduction (including a final resolution of any such

denial through all appeals procedures). 

A Participating Employer’s contributions made under this Plan shall be

conditioned upon deductibility under the provisions of the Code for each fiscal

year of the Participating Employer.




 




39





























 




ARTICLE VII.


Amendment




 




Section 7.1.                                   Amendment by Company.




 




(a)                                  The Company reserves the power to amend,

alter, or wholly revise this instrument, prospectively or retrospectively, at

any time by the action of its Managing Body or its Chief Executive Officer, and

the interest of each Participant is subject to the powers so reserved.  The Chief Executive Officer shall not have

the power to make any amendment during a Plan Year that along with prior

amendments made during that Plan Year increases the liability for Plan benefits

of any Participating Employer under the Plan by more than a material

amount.  A material amount for this

purpose means an amount that exceeds one percent (1%) of the Company’s payroll.




 




(b)                                 No such amendment of this instrument may

be made, however, that would increase substantially the duties or liabilities of

the Funding Medium without its written consent or that would reduce the

interest in the Plan assets Vested in any Participant or the Participant’s

Beneficiary at the time of the amendment, or that would divert any part of the

Plan assets to any use or purpose other than for the exclusive benefit of the

Participants and Beneficiaries; provided, however, that any such amendment may

be made which may be or become necessary in order that the Plan will conform to

the requirements of ERISA and qualify under the provisions of Sections 401(a)

and 501(a) of the Internal Revenue Code (as it may be amended from time to

time), or in order that all provisions of the Plan will conform to all valid

requirements of applicable federal and state laws.




 




(c)                                  Notwithstanding the prior provisions of

this section, a Participating Employer must consent to an amendment in order

for the amendment to be effective with respect to that Participating

Employer.  That consent must be provided

by one of the methods applicable to the Company for making amendments and

described in Section 7.2 as if that section applied to the Participating

Employer instead of the Company.  The

Company shall notify each Participating Employer of each amendment made by it

before or within a reasonable time after execution of such amendment.




 




Section 7.2.                                   Method.  An amendment

may be stated in a resolution of the Company’s Managing Body or committee of

that Managing Body to which that Managing Body has delegated the power to make

the amendment.  Alternatively, an

amendment may be stated in an instrument in writing signed in the name of the

Company by an officer of the Company in the event that such Managing Body or

such committee has authorized or directed that the amendment be stated in such

an instrument by the officer of the Company signing the instrument.  Also, an amendment may be stated in an

instrument in writing signed in the name of the Company by the Company’s Chief

Executive Officer if the Chief Executive Officer has authority to execute the

amendment pursuant to Section 7.1.




 




Section 7.3.                                   Amendment of Vesting Schedule.




 




(a)                                  If the Company modifies the vesting

schedule or the method of computing Vesting Service by amending the Plan, a

Participant having not less than three (3) years of Vesting Service (five (5)

years of Vesting Service for Participant’s who do not have at least one Hour of

Service for a Participating Employer or Related Employer in any Plan Year

beginning after December 31, 1988) by the end of the period described in

Subsection (c) shall be given the opportunity to make the election described in

Subsection (b) within said period.




 




(b)                                 A Participant described in Subsection (a)

may elect to have the Participant’s Vested percentage of the Participant’s

Accrued Benefit attributable to Employer contributions computed under this Plan

as it existed prior to the amendment of the Plan, whichever is applicable.  An election made under this Subsection (b)

shall be irrevocable when it is made.




 




40





























 




(c)                                  In order for the election described in

Subsection (b) to be effective, it must be executed in writing upon forms to be

provided by the Administrator and must be delivered to the Administrator on or

after the amendment date and before the latest of:




 




(1)                                  The date which is sixty (60) days after

the amendment date,




 




(2)                                  The date which is sixty (60) days after

the amendment becomes effective; or




 




(3)                                  The date which is sixty (60) days after

the day the Participant is issued written notice by the Administrator of amendment

of the Plan.




 




(d)                                 The preceding provisions of this section

shall not be applicable if after the modification described in Section 7.2(a)

each Participant will always be at least as Vested at any point in time on or

after the modification as the Participant would have been without the

modification.




 




ARTICLE VIII.


Termination of Plan and Acquisitions




 




Section 8.1.                                   Termination of Plan.  The Company

reserves to its Managing Body the power to terminate the Plan with respect to

itself, any or all other Participating Employers or any designated group of

Employees, former Employees or Beneficiaries. 

In the event that a Participating Employer should be dissolved and

liquidated; or should be adjudged a voluntary or involuntary bankrupt; or

should participate in a consolidation, merger, or other corporate

reorganization (except a merger under which the Company or a Participating

Employer is the surviving corporation) as a result of which the new, surviving,

or reorganized corporation does not assume and continue the obligations of the

Plan; or should have its corporate existence terminated in any other way, then

the Plan shall terminate as to such Participating Employer as of the date such

event occurs.  However, if a Participating

Employer and another corporation should unite by consolidation, merger or other

corporate reorganization, then the new, surviving or reorganized corporation

shall have the power to continue the Plan as its own as provided in Section

8.5.




 




Section 8.2.                                   Effect of Termination.  Notwithstanding

any other provision of the Plan, upon the termination or partial termination of

the Plan, the rights of all Participants (with respect to whom such termination

or partial termination has taken place) to benefits accrued to the date of such

termination, to the extent then funded, shall be nonforfeitable.  The preceding sentence is designed to

contain provisions required by Section 401(a)(8) and Section 411(d)(3) of the

Code as amended by ERISA and is intended to have the meaning required by said

Sections and shall be construed in accordance with valid Regulations and

Internal Revenue Service rulings and determinations issued under said Sections.




 




Section 8.3.                                   Mechanics of Termination. 

In the event the Company takes any affirmative action to terminate the

Plan, it shall notify the Funding Medium of the termination before the

effective date upon which the Plan is to be terminated.  All notices to and filings with the

Participants, Internal Revenue Service or Pension Benefit Guaranty Corporation

(hereinafter the “PBGC”) which are required by ERISA or other applicable laws

shall be given or made by the Administrator.




 




Section 8.4.                                   Distribution or Transfer of Assets Upon Termination or

Partial Termination.




 




(a)                                  (1) If the Plan is deemed to have been

partially or completely terminated with respect to all or a group of

Participants, whether pursuant to Section 8.1 or by action of a Participating

Employer, pursuant to law, then, in the absence of a subsequent amendment to

this section, the Termination Fund (which phrase as used in this section means

that portion of the Plan assets available under the method of funding in effect

on the Plan Termination Date which is determined by the Actuary to be allocable

to such terminated group of Participants and their Beneficiaries, as such

portion of such assets may from time to time be increased by income and gains

from the investment thereof and decreased by amounts paid or transferred

pursuant to this section with respect to such Participants and by all proper

expenses allocable




 




41





























 




to said payments or

transfers and such Plan assets) shall be allocated, to the extent the

Termination Fund is sufficient, amongst such Participants and their

Beneficiaries in the order of precedence specified in ERISA Section 4044, as

amended from time to time.  Any portion

of the Termination Fund which remains after such allocation shall be treated as

provided in Section 6.3(b).




 




(2)                                  If a plan is merged into this Plan and

that merger complies with U.S. Treasury Regulations §1.414(l)–1(h) or if

there is a transfer of assets from a plan to this Plan which complies with

those regulations and with U.S. Treasury Regulations §1.414(l)-1(n)(2), then,

in the event of a spinoff from this Plan or a termination of this Plan within

five (5) years following such merger or transfer, Plan assets shall be

allocated first for the benefit of the participants in each such plan to the

extent of the Actuarial Value of their Accrued Benefits as of the date of such

merger or transfer.




 




(b)                                 No part of the Termination Fund shall be

allocated amongst Participants and their Beneficiaries with respect to any of

the preference classes referred to in Section 8.4(a) unless, in the opinion of

the Actuary, the assets in the Termination Fund are sufficient to cover the

expenses referred to in Section 8.4(a) and to provide the benefits specified in

ERISA Section 4044, as amended from time to time, for every higher preference

class.




 




(c)                                  Notwithstanding the preceding provisions

of this section, in the event that the fair market value of the Termination

Fund on the Plan Termination Date is less than the Actuarial Value of Accrued

Benefits of such terminated group of Participants and their Beneficiaries, the

allocation to be made under Sections 8.4(a) and (b) shall be altered as

follows:




 




(1)                                  If the limitations of Section 9.2 apply

to such terminated group of Participants, the portion of the Termination Fund

which is subject to the restrictions specified in Section 9.2 shall be

allocated, to the extent possible, in a manner which results in Participants

who are not Highly Compensated Employees receiving from the Plan at least the

same proportion of the Actuarial Value of their Accrued Benefits as

Participants who are Highly Compensated Employees.




 




(2)                                  Whether or not the restrictions of

Section 9.2 apply to such terminated group of Participants, the portion of the

Termination Fund which is to be allocated in accordance with Sections

4044(a)(4)(B), 4044(a)(5) and 4044(a)(6) of ERISA shall be allocated, to the

extent possible, in order that Participants who are not Highly Compensated

Employees shall receive from the Plan at least the same proportion of the

Actuarial Value of their Accrued Benefits as Participants who are Highly

Compensated Employees.




 




(d)                                 In the event of a complete termination of

the Plan, distribution to a Participant who has an interest in the Termination

Fund payment shall be made out of the Termination Fund in accordance with

Article IV except that forms of benefit may be made available by the purchase

of annuities from an insurance company or insurance companies selected by the

Administrator.  Distribution shall not

be made until an administratively feasible date after the Administrator has

received any approval which it may seek from the PBGC or Internal Revenue

Service.




 




(e)                                  In the event of a partial termination,

distribution shall be made in accordance with the provisions of this Plan other

than the provisions of Section 8.4(d). 

Also, in the case of a partial termination, affected Participants shall

be entitled to the benefit determined after the allocation described in this

section which is made on account of the Partial termination.  In the case of a subsequent termination of

the Plan, those Participants shall be entitled to at least that benefit.




 




Section 8.5.                                   Acquisitions.  If all, or

substantially all, of the Employees of a Participating Employer or all, or

substantially all, of the Employees constituting a separate or separable unit

of operation of a Participating Employer, are transferred directly to the

employment of another corporation,




 




42





























 




partnership or individual

proprietorship (in this section called “Buyer”), which, as a part of the same

transaction, acquires either all, or substantially all, of the operating assets

of a Participating Employer or all, or substantially all, of the operating

assets that constitute, together with the Employees, a separate or separable

unit of operation, such Buyer with the Administrator’s consent may adopt and

may amend the Plan with respect to the transferred Employees and continue the

Plan as its own.  Alternatively, such

Buyer may adopt a separate plan of its own for such transferred Employees or

provide that such Employees shall be covered by an existing plan of the

Buyer’s, in which case the Administrator may direct that the portion of the

assets of the Plan allocable to such transferred Employees be segregated and

transferred to a medium designated by such Buyer for the funding of its plan.




 




43





























 




ARTICLE IX.


Miscellaneous




 




Section 9.1.                                   Procedures and Other Matters Regarding Domestic

Relations Orders.




 




(a)                                  To the extent provided in any Qualified

Domestic Relations Order, the former spouse of a Participant shall be treated

as a surviving spouse of such Participant for purposes of any benefit payable

in the Qualified Joint and Survivor Annuity Form or as a qualified

preretirement survivor annuity and any current spouse of the Participant shall

not be treated as a spouse of the Participant for that purpose.




 




(b)                                 The Plan shall not be treated as failing

to meet the requirements of the Internal Revenue Code which prohibit payment of

benefits before the Participant’s Termination of Employment with all

Participating Employers solely by reason of payments to an Alternate Payee

pursuant to a Qualified Domestic Relations Order.




 




(c)                                  In the case of any Domestic Relations

Order received by the Plan:




 




(1)                                  the Administrator shall promptly notify

the Participant and any other Alternate Payee of the receipt of such order and

the Plan’s procedures for determining the qualified status of Domestic

Relations Orders, and




 




(2)                                  within a reasonable period after receipt

of such order, the Administrator shall determine whether such order is a

Qualified Domestic Relations Order and notify the Participant and each

Alternate Payee of such determination.




 




The Administrator

shall establish reasonable procedures to determine the qualified status of

Domestic Relations Orders and to administer distributions under such qualified

orders.




 




(d)                                 During any period in which the issue of

whether a Domestic Relations Order is a Qualified Domestic Relations Order is

being determined by the Administrator, by a court of competent jurisdiction, or

otherwise, the Administrator shall separately account for the amounts (referred

to hereinafter as the “segregated amounts”) which would have been payable to

the Alternate Payee during such period if the order had been determined to be a

Qualified Domestic Relations Order.  If

within the eighteen (18) month period beginning with the date on which the

first payment would be required to be made under the Domestic Relations Order,

the order or modification thereof is determined to be a Qualified Domestic

Relations Order, the Administrator shall pay the segregated amounts (including

any interest thereon) to the person or persons entitled thereto.  If within that eighteen (18) month period

either (1) it is determined that the order is not a Qualified Domestic

Relations Order, or (2) the issue as to whether such order is a Qualified

Domestic Relations Order is not resolved, then the Administrator shall pay the

segregated amounts (including any interest thereon) to the person or persons

who would have been entitled to such amounts if there had been no order.  Any determination that an order is a

Qualified Domestic Relations Order which is made after the close of that

eighteen-month period shall be applied prospectively only.




 




Section 9.2.                                   Transfer to or From Qualified Plan.




 




(a)                                  Assets held by the Funding Medium or by

any other plan or trust which is qualified under Section 401(a) of the Code on

behalf of an Employee or a Participant may be transferred between the Funding

Medium and such other plan or trust (provided that proper notice is given to

the Internal Revenue Service as may be required).  The Administrator shall determine whether to allow such transfer

and then shall inform the Funding Medium of its decision and direct it

accordingly.




 




(b)                                 All such assets transferred to the

Funding Medium shall be segregated or not segregated as the Administrator may

determine.  Any optional form of

distribution, early retirement benefit, or




 




44





























 




retirement-type subsidy

which was applicable to such assets under the transferring plan shall continue

to apply with respect to the portion of a Participant’s Accrued Benefit

attributable to such assets.  The

Administrator shall permit a Participant to elect such an optional form, early

retirement benefit, or subsidy, but such election will only apply to such

portion of the Participant’s Accrued Benefit. 

For purposes of this subsection, a retirement-type subsidy shall apply

only with respect to a Participant who satisfies the conditions for the subsidy

contained in the transferring plan.




 




(c)                                  If the Administrator permits a transfer

of assets to the Plan as described in Subsection (a), such Participant’s

accrued benefit under the plan from which such assets were transferred shall be

added to the Participant’s Accrued Benefit under this Plan.




 




(d)                                 If any assets are transferred from the

Funding Medium on behalf of a Participant pursuant to a direction described in

Section 12.2(a), the Accrued Benefit of that Participant shall be reduced (but

not below zero) in proportion to the ratio of the value of those assets to the

Actuarial Value of the Participant’s Accrued Benefit before the transfer.




 




Section 9.3.                                   Leased Employees.  Any Leased

Employee shall be treated as an Employee of the recipient Employer for the

purposes set forth in Section 414(n)(3) of the Code, however, contributions or

benefits provided by the “leasing organization” which are attributable to

services performed for the recipient Employer shall be treated as provided by

the recipient Employer.  The preceding

sentence shall not apply to any Leased Employee for a Plan Year if Leased

Employees constitute less than 20% of a recipient Employer’s “non-highly

compensated workforce” (as defined in Section 414(n)(5)(C)(ii) of the Code)

during that Plan Year and such employee is covered by a money purchase pension

plan providing: (a) a nonintegrated Employer contribution rate of at least ten

percent of compensation (as defined in Section 415(c)(3) of the Code, but

including amounts contributed pursuant to a salary reduction agreement which

are excludable from such employee’s gross income under Section 125, Section

402(a)(8), Section 402(h), or Section 403(b) of the Code), (b) immediate

participation (except in the case of an individual whose compensation (as

defined in this section) from the leasing organization in each of four

consecutive Plan Years ending with the Plan Year of the determination is less

than $1,000), and (c) full and immediate vesting.




 




Section 9.4.                                   Transitional Rule.




 




(a)                                  Any living Participant not receiving

benefits on August 23, 1984, who would otherwise not receive the benefits

described by Sections 4.8 and 4.9 shall be covered by said sections if such

Participant is credited with at least one Hour of Service for a Participating

Employer or Related Employer under the Plan or a prior plan described in the

definition of Accrued Benefits in a Plan Year beginning on or after January 1,

1976, and such Participant had at least ten (10) years of Vesting Service when

the Participant incurred a Termination of Service.




 




(b)                                 Any living Participant not receiving

benefits on August 23, 1984, who was credited with at least one Hour of Service

for a Participating Employer or Related Employer under the Plan or a Prior Plan

on or after September 2, 1974, and who was not otherwise credited with any

service in a Plan Year beginning on or after January 1, 1976, must be given the

opportunity to have the Participant’s benefits paid in accordance with

Subsection (d) of this section.




 




(c)                                  The opportunity to make elections under

the prior provisions of this section must be afforded to the referred to

Participants during the period commencing on August 23, 1984 and ending on the

date benefits would otherwise commence to said Participants under the Plan.




 




(d)                                 Any Participant who has made the election

described in Subsection (b) of this section and any Participant who meets the

requirements of Subsection (a) except that such Participant does not have at

least ten (10) years of Vesting Service when the Participant incurs a

Termination of Service, shall have




 




45





























 




the Participant’s

benefits distributed in accordance with the following requirements if benefits

would have been payable in the form of a life annuity:




 




(1)                                  If benefits in the form of a life annuity

become payable to a married Participant who:




 




(A)                              begins to receive payments under the Plan

on or after the Participant’s Normal Retirement Age; or




 




(B)                                dies on or after the Participant’s Normal

Retirement Age while still working for a Participating or Related Employer; or




 




(C)                                begins to receive payments under the Plan

on or after the Participant’s qualified early retirement age; or




 




(D)                               incurs a Termination of Service on or

after attaining the Participant’s Normal Retirement Age (or the qualified early

retirement age) and after satisfying the eligibility requirements for the

payment of benefits under the Plan and thereafter dies before beginning to

receive such benefits;




 




then such benefits will be received under this Plan in

the Qualified Joint and Survivor Annuity Form unless the Participant has

elected otherwise during the election period. 

The election period must begin at least six months before the Participant

attains the Participant’s qualified early retirement age and must end no

earlier than 90 days before the commencement of the Participant’s

benefits.  Any election hereunder will

be in writing and may be changed by the Participant at any time during the

election period.




 




(2)                                  For purposes of this Subsection (d),

qualified early retirement age is the latest of:




 




(A)                              the earliest date, under the Plan, on

which the Participant may elect to receive retirement benefits,




 




(B)                                the first day of the one hundred

twentieth month beginning before the date the Participant reaches the

Participant’s normal retirement age, or




 




(C)                                the date that the Participant becomes a

Covered Employee.




 




(e)                                  Notwithstanding any other provision of

the Plan, the spousal consent provisions of Section 4.9 of the Plan concerning

an election out of the Qualified Joint and Survivor Annuity Form, shall be

applicable after December 31, 1984 to a Participant who has at least one (1)

Hour of Service for a Participating Employer or Related Employer under the Plan

on or after August 23, 1984.




 




Section 9.5.                                   Special Rules for Determining Accrued Benefit.




 




(a)                                  For Plan Years beginning before the date

Section 411 of the Internal Revenue Code became applicable to the Plan, a

Participant’s Accrued Benefit shall be the greater of that provided by the

Plan, or one-half of the benefit which would have accrued had the provisions of

the Plan as in effect on that date been in effect during those Plan Years.  In the event the Accrued Benefit as of the

date Section 411 of the Internal Revenue Code became effective as to the Plan

is less than that provided under the Plan as in effect on that date, such

difference shall be accrued in accordance with the Plan as in effect on that

date.




 




(b)                                 A Participant’s Accrued Benefit may not

be reduced on account of any increase in the Participant’s age or years of

Benefit or Vesting Service.  However,

the preceding sentence shall not apply




 




46





























 




to social security

supplements provided before the age when a Participant is entitled to old age

insurance benefits, unreduced on account of age, under Title II of the Social

Security Act, as amended (provided that the supplement does not exceed such old

age insurance benefit).




 




Section 9.6.                                   Delegation of Authority.




 




(a)                                  Except when the Managing Body of a

Participating Employer is specifically identified as having the authority or

responsibility to do or perform any act or matter or thing, whenever the

Participating Employer, under the terms of the Plan, is permitted or required to

do or perform any act or matter or thing, it shall be done and performed by the

Chief Executive Officer of the Participating Employer or such officer’s

delegate.




 




(b)                                 Notwithstanding Subsection (a), except

when the Managing Body of the Company or Administrative Committee is

specifically identified as having the authority or responsibility to do or

perform any act or matter or thing for the Company, whenever the Company (as

opposed to a Participating Employer), under the terms of the Plan, is permitted

or required to do or perform any act or matter or thing, it shall be done and

performed in the Company’s name by the Chief Executive Officer of the Company

or his delegate, which may be the Administrative Committee.




 




(c)                                  Chief Executive Officers of the Company

and other Participating Employers have been given certain powers under this

Plan.  In the discretion of such an

officer, such officer may delegate a portion or all of any of such powers to

another person, except that the Chief Executive Officer of the Company may not

delegate any amendment powers to another person.  Any person needing evidence of that delegation of authority may

request and shall be furnished with a copy of a certificate executed by the

Chief Executive Officer of the Company or other Participating Employer

designating the person who has been delegated such authority.




 




Section 9.7.                                   Restatement Effective Upon Receipt of Determination

Letter.




 




(a)                                  This restatement shall not become

effective as to a Participating Employer unless the Internal Revenue Service

issues determinations or rulings (1) which are acceptable to the Company or (2)

which are to the effect that the Plan meets the requirements of Section 401(a)

of the Internal Revenue Code and that the Trust is exempt under Section 501(a)

of the Internal Revenue Code; and, if such determinations or rulings are

issued, this restatement shall become effective as of the Effective Date of

this Restatement.  Pending receipt of

such determinations or rulings by the Internal Revenue Service, the Participating

Employers and the Funding Medium are hereby authorized to proceed as if this

restatement had become effective on the Effective Date of this Restatement and

none of them shall be subject to any liability in doing so if this restatement

does not become effective, and no Employee or former Employee or his or her

Beneficiary shall acquire any additional rights because of such action if this

restatement does not become effective.




 




(b)                                 If the Plan does not receive rulings

which are acceptable to the Company, or which are to the effect that the Plan

is qualified under said sections of said Code, the Company may, within one year

of receiving a final denial of such qualification (including a final resolution

of such denial through all appeals procedures), rescind this restatement or

terminate the Plan or both.  Within said

period, the Company may, subject to the restrictions contained in Section

6.3(c), direct the Funding Medium to return all contributions received during

the period the Plan is not qualified to the persons from whom received,

together with such adjustments so as to reflect, pro rata, the increases and

decreases allocable to all such contributions.




 




Section 9.8.                                   Military Service.  Effective as

of December 12, 1994, notwithstanding any provision of the Plan to the

contrary, contributions, benefits and service credit with respect to qualified

military service shall be provided under the Plan in accordance with Section

414(u) of the Code.




 




47





























IN WITNESS WHEREOF,

American Crystal Sugar Company has caused its name to be hereunto subscribed by

its President this 27th day of February, 2002, and United Sugars Company has

caused its name to be hereunto subscribed by its Board of Directors this 22nd

day of March, 2002.




	

   


  	

  AMERICAN CRYSTAL SUGAR COMPANY


  
	

   


  	

   


  
	

   


  	

  By


  	

   /s/ James J.

  Horvath


  
	

   


  	

   


  	

   


  
	

   


  	

  Its


  	

   President


  
	

   


  	

   


  	

   


  
	

   


  	

  UNITED SUGARS CORPORATION


  
	

   


  	

   


  
	

   


  	

  By


  	

  /s/ Board of Directors’ Resolution


  
	

   


  	

   


  	

   


  
	

   


  	

  Its


  	

   


  





 




 




	

   


  	

   


  
	

   


  	

   


  
	

  STATE OF


  	

  )


  	

   


  
	

   


  	

  ) SS.


  	

   


  
	

  COUNTY OF


  	

  )


  	

   


  





 




On this

       day of

               ,

2002, before me personally appeared

                                 ,

to me personally known, who, being by me first duly sworn, did depose and say

that he/she is the

                              of

American Crystal Sugar Company, the corporation named in the foregoing

instrument; that the seal (if any) affixed to said instrument is the corporate

seal of said corporation, and that said instrument was signed and sealed (if

sealed) on behalf of said corporation by authority of its Board of Directors;

and he/she acknowledged said instrument to be the free act and deed of said

corporation.




 




	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  
	

  STATE OF


  	

  )


  	

   


  
	

   


  	

  ) SS.


  	

   


  
	

  COUNTY OF


  	

  )


  	

   


  
						





 




On this

       day of

               ,

2002, before me personally appeared

                                 ,

to me personally known, who, being by me first duly sworn, did depose and say

that he/she is the

                              of

United Sugars Corporation, the corporation named in the foregoing instrument;

that the seal (if any) affixed to said instrument is the corporate seal of said

corporation, and that said instrument was signed and sealed (if sealed) on

behalf of said corporation by authority of its Board of Directors; and he/she

acknowledged said instrument to be the free act and deed of said corporation.




 




	

   


  	

   


  	

   


  





 




48





























 




APPENDIX A




 




For purposes of

determining Actuarial Equivalence under Section 4.9, the benefit to which the

Participant may become entitled shall be multiplied by the applicable factor

(not exceeding 1).




 




	

  I.


  	

   


  	

  100% Joint and

  Survivor Annuity


  	

   


  	

  F = .830 + .006C

  - .007D


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  II.


  	

   


  	

  66-23% Joint and

  Survivor Annuity


  	

   


  	

  F = .879 + .004C

  - .006D


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  III.


  	

   


  	

  50% Joint and

  Survivor Annuity


  	

   


  	

  F = .905 + .004C

  - .005D


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  IV.


  	

   


  	

  10 Year Certain

  & Life Annuity


  	

   


  	

   


  





 




	

  Age


  	

   


  	

  Factor


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  55


  	

   


  	

  .985


  	

   


  
	

  56


  	

   


  	

  .982


  	

   


  
	

  57


  	

   


  	

  .979


  	

   


  
	

  58


  	

   


  	

  .976


  	

   


  
	

  59


  	

   


  	

  .973


  	

   


  
	

  60


  	

   


  	

  .970


  	

   


  
	

  61


  	

   


  	

  .967


  	

   


  
	

  62


  	

   


  	

  .964


  	

   


  
	

  63


  	

   


  	

  .961


  	

   


  
	

  64


  	

   


  	

  .958


  	

   


  
	

  65


  	

   


  	

  .955


  	

   


  
	

  66


  	

   


  	

  .945


  	

   


  
	

  67


  	

   


  	

  .935


  	

   


  
	

  68


  	

   


  	

  .925


  	

   


  
	

  69


  	

   


  	

  .915


  	

   


  
	

  70


  	

   


  	

  .905


  	

   


  
	

  71


  	

   


  	

  .895


  	

   


  
	

  72


  	

   


  	

  .885


  	

   


  
	

  73


  	

   


  	

  .875


  	

   


  
	

  74


  	

   


  	

  .865


  	

   


  
	

  75


  	

   


  	

  .855


  	

   


  





 




Explanation of

symbols:




 




F = Factor




C = 65 minus commencement age




D = Participant’s age minus Beneficiary’s age




 




0 - Use age nearest commencement




0 - Do not interpolate




 




49