Exhibit

10.28




 




RETIREMENT PLAN A




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


  
	

  Break

  in Service


  
	

  Claims Reviewer


  
	

  Code


  
	

  Company


  
	

  Covered Compensation


  
	

  Covered Employee


  
	

  Deferred Retirement Date


  
	

  Domestic Relations Order


  
	

  Early Retirement Date


  
	

  Effective Date


  
	

  Effective Date of

  this Restatement


  
	

  Election Period


  
	

  Eligibility Computation

  Period


  
	

  Eligibility Service


  
	

  Eligible Beneficiary


  
	

  Employee


  
	

  Employer


  
	

  ERISA


  
	

  Final Average Salary


  
	

  Funding Medium


  
	

  Highly Compensated

  Employee.


  
	

  Hour of Service


  
	

  Leased Employee


  
	

  Managing Body


  
	

  Married for the

  Required Period


  
	

  Monthly Compensation


  
	

  Normal Form


  
	

  Normal Retirement Age


  
	

  Normal Retirement Date


  





 




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  Participant


  
	

  Participating Employer


  
	

  Plan


  
	

  Plan Anniversary Date


  
	

  Plan

  Year


  
	

  Plan Termination Date


  
	

  Predecessor Employer


  
	

  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


  
	

  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 Concerning 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


  





 




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  Section 4.4.  Termination Benefit


  
	

  Section 4.5.  February 28, 2002 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


  
	

  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.  Benefits for Certain Hilisboro Employees


  
	

  Section 4.18.  Benefits for Employees of United Sugars Corporation


  
	

  Section 4.19.  Inalienability of Benefits


  
	

  Section 4.20.  Qualified Domestic Relations Order


  
	

  Section 4.21.  Annuity Contracts


  
	

  Section 4.22.  Minimum Benefit on Merger, Consolidation or Transfer of Assets

  of Plan


  
	

  Section 4.23.  Application for Benefits


  
	

  Section 4.24.  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


  





 




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  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.  Temporary and Other Provisions to

  Prevent Discrimination


  
	

  Section 9.1.  Application of Article IX


  
	

  Section 9.2.  Pre-termination Restrictions


  
	

   


  
	

  ARTICLE X.  Top Heavy Rules


  
	

  Section 10.1.  Effective Period of Article X


  
	

  Section 10.2.  Minimum Benefit


  
	

  Section 10.3.  Vesting


  
	

  Section 10.4.  Limitation on Benefits


  
	

  Section 10.5.  Definitions


  
	

   


  
	

  ARTICLE XI.  Miscellaneous


  
	

  Section 11.1.  Procedures and Other Matters Regarding Domestic Relations

  Orders


  
	

  Section 11.2.  Transfer to or From Qualified Plan


  
	

  Section 11.3.  Leased Employees


  
	

  Section 11.4.  Transitional Rule


  
	

  Section 11.5.  Special Rules for Determining Accrued Benefit


  
	

  Section 11.6.  Delegation of Authority


  
	

  Section 11.7.  Restatement Effective Upon Receipt of Determination Letter


  
	

  Section 11.8.  Military Service


  





 




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RETIREMENT PLAN A




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 A 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 A for Employees of American Crystal Sugar

Company.  Further, Midwest

Agri-Commodities, 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 A 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),” and (iii) “Retirement Plan for

Employees of American Crystal Sugar Company Covered Under the Collective Bargaining

Agreement between American Crystal Sugar Company 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)           On

November 30, 1973, the Board of Directors of American Crystal Sugar Company

adopted a resolution to include in the Plan, all employees of the Red River

Valley Sugarbeet Growers Association who became employees of the Company,

giving them credit for past service as employees of the Growers Association and

to amend the Plan accordingly.




 




(e)           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 September 1, 1974, shall be

those provided under the former Plan in effect August 31, 1974.




 




(f)            Effective

March 1, 1976, the Plan was amended and restated to comply with the provisions

of ERISA.  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 




 




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on

or subsequent to September 1, 1974 but prior to March 1, 1976 shall be those

provided under the former Plan in effect on February 29, 1976.




 




(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 account

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.




 




Accrued Benefit.




 




(1)           “Accrued Benefit” of a Participant

means a monthly amount payable in the Normal Form equal to the product of (A)

30% of a Participant’s Final Average Salary up to the Participant’s Covered

Compensation plus 42% of the Participant’s Final Average Salary in excess 




 




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of the Participant’s Covered Compensation and (B) the

number of the Participant’s years of Accrual Service (not exceeding 30) divided

by 30.




 




(2)       In no event will any Accrued Benefit determined under

Paragraph (1) after the Effective Date of this Restatement be less than the

Accrued Benefit of the Participant determined under that paragraph as of the

preceding Plan Anniversary Date.  Also,

in no event will a Participant’s Accrued Benefit be less than the Participant’s

Accrued Benefit determined as of March 1, 1989 under the Plan as it existed on

the day before that date.




 




(3)       Notwithstanding the prior provisions of this

definition, a section 401(a)(17) participant’s Accrued Benefit shall not be

less than the greater of the amounts determined under Subparagraphs (A) and (B)

below:




 




(A)          the sum of (i) the Participant’s

accrued benefit determined as of the last day of the last Plan Year beginning

before January 1, 1994, under the Plan as it existed as of that day, and (ii)

the Participant’s accrued benefit determined under the formula in Paragraph (1)

and other provisions of this Plan as in effect after that day taking into

account only the Participant’s Accrual Service after that day; or




 




(B)           the Participant’s accrued benefit

determined under the formula in Paragraph (1) and other provisions of this Plan

as in effect after the day described in Subparagraph (A) taking into account

all of the Participant’s Accrual Service.




 




A section

401(a)(17) participant is a Participant whose current Accrued Benefit as of a

date on or after the first day of the first Plan Year beginning or after

January 1, 1984, is based on compensation for a year beginning prior to the

first day of the first Plan Year beginning or or after January 1, 1994, that

exceeded $150,000.




 




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.




 




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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.




 




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.




 




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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.




 




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 Compensation.  “Covered Compensation” of a Participant

means the average of the social security taxable wage bases in effect for each

calendar year during the 35-year period ending with the last day of the

calendar year in which the Participant attains (or will attain) the

Participant’s Social Security Retirement Age.




 




In determining the

Participant’s Covered Compensation for a Plan Year, the social security taxable

wage base for the Plan Year for which the determination is made and any

subsequent Plan Years shall be assumed to be the same as the social security

taxable wage base in effect for the beginning of the Plan Year for which the

determination is made.  The Participant’s

Covered Compensation for the Plan Year after the aforesaid 35-year period shall

be the Participant’s Covered Compensation for the Plan Year during which the

Participant attained the Participant’s Social Security Retirement Age.  The Participant’s Covered Compensation for a

Plan Year before the aforesaid 35-year period is the social security taxable

wage base in effect as of the beginning of the Plan Year.  The Participant’s Covered Compensation shall

be automatically adjusted in accordance with the rules prescribed above.




 




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:




 




(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 attained fifty-five (55) years of age and completed five

(5) years of

Vesting Service, incurred a Termination of  




 




5





























 




Service, and

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.




 




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)(2), 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.




 




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.




 




Final

Average Salary. 

“Final Average Salary” of a Participant means the average of the Monthly Compensation

paid to the Participant during the 60 consecutive months out of the last 120

months of the Participant’s employment prior to the Participant’s Termination

of Service date that produce the highest average (or the average for all

calendar months of employment if less than 60).




 




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

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




 




6





























 




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.




 




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 




 




7





























 




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 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: 

Employees Who Are Not Compensated By The Hour. 

Where an Employee is paid by an Employer other than on an hourly basis,

the Employee shall receive credit at the rate of 45 Hours of Service for each

week during which the Employee was an Employee and for which the Employee was

paid any amount, directly or indirectly, by the Employer for the performance of

duties.




 




(4)       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




 




8





























 




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.




 




Married

for the Required Period.  A Participant shall be considered “Married

for the Required Period” if the Participant and the Participant’s spouse had

been married throughout the one-year period ending on the date of the

Participant’s death.




 




Monthly

Compensation.  “Monthly Compensation” means the monthly

rate of compensation being paid by a Participating Employer to a Covered

Employee determined for each month in a Plan Year by dividing compensation for

the Plan Year through the date of the Participant’s Termination of Service by

the number of months during which the Participant is employed by that Employer

during that Plan Year.  Effective March

1, 1994, compensation means information required to be reported under Sections

6041 and 6051 (Wages, Tips and Other Compensation Box on Form W-2) of the Code.  It includes wages under Section 3401(a) of

the Code and all other payments of compensation to an Employee by the

Employee’s Participating Employer for which the Employer is required to furnish

the Employee a written statement under Sections 6041(d) and 6051(a)(3) of the

Code.  Compensation must be determined

without regard to any rules under Section 3401(a) of the Code that limit the

remuneration included in wages based on the nature or location of the

employment or the services performed (such as the exception for agricultural

labor in Section 4301(a)(2) of the Code). 

Compensation shall not include reimbursements or other expense

allowances, fringe benefits (cash and noncash), moving expenses, deferred

compensation, welfare benefits, per acre profit payments from the Executive

Long Term Incentive Plan paid to Highly Compensated Employees and amounts

realized by Highly Compensated Employees from the sale of Long Term Incentive

Plan rights to bonafide shareholders of the Company.  Notwithstanding the above, compensation shall not be reduced on

account of salary reductions which are not includible in the gross income of

the Covered Employee under Sections 125, 402(e)(3), 402(h)(1)(B) or 403(b) of

the Code.  For Plan Years beginning on

and after March 1, 2002, compensation shall include elective amounts that are

not includible in the gross income of the employee by reason of Section

132(f)(4) of the Code.




 




The amount determined

under the prior paragraph of this definition with respect to a Participant for

any Plan Year shall not exceed one twelfth (1/12) of $200,000, as adjusted by

the Secretary of the Treasury pursuant to Section 401(a)(17) of the Code.  In determining those amounts for a

Participant, the rules of Section 414(q)(6) of the Code shall apply, except that

in applying such rules the term “family” shall include only the spouse and

lineal descendants of the Participant who have not attained 19 years of age

before the end of the Plan Year.  If, as

a result of those rules, the adjusted $200,000 limitation is exceeded, then,

subject to any adjustments provided for in Internal Revenue Service

regulations, the limitation shall be prorated among the affected individuals in

proportion to each such individual’s basic salary or average monthly

commissions as determined under this definition prior to the application of

that limitation.




 




For Plan Years beginning

after 1993, the amount determined under the first paragraph of this definition

with respect to a Participant for any Plan Year shall not exceed one twelfth

(1/12) of $150,000, as adjusted by the Secretary of the Treasury pursuant to

Section 401(a)(17) of the Code.  In

determining 




 




9





























 




those amounts for a

Participant, the rules of Section 414(q)(6) of the Code shall apply, except

that in applying such rules the term “family” shall include only the spouse and

lineal descendants of the Participant who have not attained 19 years of age

before the end of the Plan Year.  If, as

a result of those rules, the adjusted $150,000 limitation is exceeded, then,

subject to any adjustments provided for in Internal Revenue Service

regulations, the limitation shall be prorated among the affected individuals in

proportion to each such individual’s basic salary or average monthly

commissions as determined under this definition prior to the application of

that limitation.




 




Notwithstanding the prior

provisions of this definition, the rules of Section 414(q)(6) shall not be

applied in determining the maximum amount which may be taken into account under

this definition for Plan Years beginning on and after January 1, 1997.  Further, if Compensation is being determined

for any period of less than twelve (12) months during a Plan Year, the annual

maximums described in the preceding provisions of this definition shall be

reduced in the same proportion as the reduction in the twelve (12) month

period.




 




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 2, 1984 for purposes of

Section 4.10(b), Participant shall include each individual referred to in that

section.  Effective July 1, 1987 for

purposes of Section 4.10(e), Participant shall include former nonunion

employees and union employees covered under the collectively bargained

agreement between the Company and the Distillery, Rectifying and Wine Workers

of America.




 




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 and Midwest

Agri-Commodities continue to be Participating Employers.




 




Plan. 

“Plan” means the “Retirement Plan A 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.




 




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  




 




10





























 




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.




 




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:




 




11





























 




(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 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.




 




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.




 




13





























 




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




 




(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  




 




14





























 




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.




 




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

Concerning 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.




 




(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.




 




15





























 




(c)           Any

contributions made by a Participating Employer, as provided for in this Plan,

shall be paid to and held by the Funding Medium for the exclusive benefit of

the Employees of such Participating Employer and the Beneficiaries of such

Employees, subject to all terms and conditions of this Plan.  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.




 




(e)           Any

expenses of the Plan which are to be paid by the Company or borne by the

Funding Medium shall be paid by each Participating Employer in the same

proportion that the total amount standing to the credit of all Participants

employed by such employer bears to the total standing to the credit of all

Participants.




 




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.




 




ARTICLE III.


Participants




 




Section 3.1.            Eligibility.




 




(a)       Except as otherwise provided in Section

3.1(b), each 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 in a unit of

Employees covered by a collective bargaining agreement which does not provide

that Employees in the unit shall be covered by the Plan and if there is evidence

that retirement benefits were the subject of good faith bargaining between the

representatives of such unit and the Employer, the Employee shall not be

eligible to become a Covered Employee.




 




16





























 




(2)       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.




 




(3)       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.




 




(4)       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.




 




(5)       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.




 




(6)       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 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.




 




17





























 




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 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

reduced for payment prior to the Participant’s Normal Retirement Date.  The rate of reduction will be 6.6 percent

per year for the first two years that the Participant’s Early Retirement Date

precedes the first day of the month following the date the Participant reaches

age 62 and 3.3 percent per year for the next five years that the Participant’s

Early Retirement Date precedes the Participant’s Normal Retirement Date.  However, if a Participant does not elect to

have the early retirement benefit begin on the first day of the month following

the Participant’s Termination of Service, the rate of reduction will be 6.6

percent per year for the first five years that the Participant’s Early

Retirement Date precedes the Participant’s Normal Retirement Date and 3.3

percent 




 




18





























 




per

year for the next five years that the Participant’s Early Retirement Date

precedes the Participant’s Normal Retirement Date.  If the period of time by which the Participant’s Early Retirement

Date precedes the Participant’s Normal Retirement Date includes a fraction of a

year, the percentage otherwise applicable to such fractional year will be

reduced prorata based on the number of days in a year.  Notwithstanding the preceding provisions of

this Subsection (b), if the Participant has incurred a Termination of Service

and the Participant’s earliest possible Early Retirement Date upon incurring

that Termination of Service is on or after age 62, and if the Participant

elects that earliest possible Early Retirement Date, then there shall 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 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. 

The rate of reduction will be 6.6 percent per year for the first five

years that the Participant’s Annuity Starting Date precedes the Participant’s

Normal Retirement Date and 3.3 percent per year for the next five years that

the Participant’s Annuity Starting Date precedes the Participant’s Normal

Retirement Date.  If the period of time

by which the Participant’s Annuity Starting Date precedes the Participant’s

Normal Retirement Date includes a fraction of a year, the percentage otherwise

applicable to such fractional year will be reduced prorata based on the number

of days in a year.




 




(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.            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 4.6.            Minimum

Benefits.




 




(a)           General

Minimum Benefit.  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.




 




(b)           Minimum

Normal Retirement Benefit.  In no

event will the benefit determined according to Section 4.1 for a Participant

who was a member as of August 31, 1974, in the “Retirement Plan for Employees

of American Crystal Sugar Company Not Covered Under Collective Bargaining

Agreements,” and who ceases to be a Covered Employee at or after the Participant’s

Normal Retirement Date, be less than one-twelfth of the annual retirement

benefit the Participant would have received under the Plan (as in effect on

August 31, 1974) had the Participant retired on the Participant’s Normal

Retirement Date and the Participant’s salary as defined in the Plan (as in

effect on August 31, 1974) continued at the rate of compensation in effect on

March 1, 1974.




 




(c)           Minimum

Early Retirement Benefit.  In no

event will the benefit determined according to Section 4.3 (for a Participant

who was a Member as of August 31, 1974, in the “Retirement Plan for Employees

of American Crystal Sugar Company Not Covered Under Collective Bargaining

Agreements”) and who ceases to be a Covered Employee prior to the Covered

Employee’s Normal Retirement Date, be less than one twelfth of the annual

retirement benefit the Covered Employee would have received under the Plan (as

in effect on August 31, 1974) had the Covered Employee ceased to be an Eligible

Employee on the last day of the plan year (but not later than the Covered

Employee’s Normal Retirement Date), in which the Covered Employee ceased to be

a Covered Employee and the Covered Employee’s salary as defined in the Plan (as

in effect on August 31, 1974) continued at the rate of compensation in effect

on March 1, 1974.




 




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 




 




20





























 




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 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 




 




21





























 




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 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 includible 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 




 




22





























 




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 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 




 




23





























 




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.




 




(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 




 




24





























 




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

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)           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 equal to 50% of the Participant’s Accrued Benefit at the

Participant’s Normal Retirement Date computed under the assumption that the

Participant had 30 years of Accrual Service on the date of the Participant’s

death and if the Participant’s death occurs prior to the Participant’s Normal

Retirement Date, that the Participant’s Monthly Compensation continued between

the date of the Participant’s death and the Participant’s Normal Retirement

Date.  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.




 




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 or is receiving benefits under a Participating

Employer’s Long Term Disability Benefit program provided separately from this

Plan through insurance.




 




If, as a result of the

transfer from one position to another within a Participating Employer, a

Participant’s beneficiary is entitled to receive upon the Participant’s death,

a survivor’s benefit under another retirement plan of the Participating

Employer, such survivor’s benefit under this Subsection shall be reduced by the

amount of the survivor’s benefit payable under such other plan.




 




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.  Also, on and after March 1, 2002, if the Participant dies without

an Eligible Beneficiary, such benefit shall not be available to the designated

Beneficiary of a Participant who begins to accrue a benefit under the Plan on

or after that date.  Further, on and

after that date, the benefit for the designated Beneficiary of any other

Participant described in this paragraph who dies without an Eligible

Beneficiary shall not take into account accruals under the Plan on and after

that date, and the determination of the benefit for such Beneficiary shall be

computed using the Participant’s Accrued Benefit as of that date.  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.




 




(b)           A

Participant whose death occurs after the Participant’s retirement under Section

4.1, 4.2 or 4.3 shall be entitled to a post-retirement death benefit of ten

thousand dollars ($10,000) payable in one lump sum to such Participant’s

Beneficiary as soon as administratively feasible after the Participant’s

death.  This Subsection (b) shall be

effective for deaths of Participants who have retired after

October 1, 1982.




 




26





























 




A Participant from the

former American Crystal Sugar Company Retirement Plan C whose death occurs

after the Participant’s retirement and after July 2, 1984 shall receive the

prescribed one thousand dollar post-retirement death benefit from Retirement

Plan A funds.  The one time lump sum

benefit is payable to the Participant’s Beneficiary as soon as administratively

feasible after the Participant’s death. 

Participants entitled to this benefit are listed at the end of Appendix

B




 




(c)           Upon

the death on or after August 23, 1984, of a Participant who has been Married

for the Required Period 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, or (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; 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 Termination of

Service.  If the Participant dies before

the Participant’s Qualified Early Retirement Date, it must commence on the date

the Participant would have attained the Participant’s Qualified Early

Retirement Date.  If the Participant

dies on or after the Participant’s Qualified Early Retirement Date, the spouse

shall be entitled to a benefit commencing on the first day of the month

following the Participant’s death.  The

spouse may agree to a later commencement date (not later than the Participant’s

Normal Retirement Date).




 




(d)           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.  However, on and after March 1, 2002, such

benefit shall not be available to the Beneficiary of a Participant who begins

to accrue a benefit under the Plan on or after that date.  Further, the benefit for the Beneficiary of

any other Participant shall not take into account accruals under the Plan on

and after that date, and the determination of the benefit for such Beneficiary

shall be computed using the Participant’s Accrued Benefit as of that date.




 




(e)           Effective

July 1, 1987 death benefits provided to former nonunion Employees and union

Employees covered under the collectively bargained agreement between American

Crystal Sugar Company and the Distillery, Rectifying and Wine Workers of

America and who were age 55 and over on September 1, 1974 will be provided by

this Plan rather than under a group insurance contract.  The amounts of those benefits for such

persons are listed in Appendix B.




 




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 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) 




 




27





























 




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.




 




(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.




 




28





























 




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 under the Plan shall be recalculated

under Section 4.3 and correspondingly modified; however,




 




29





























 




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 have commenced, solely to work during a campaign,

provided that the Participant is not




 




30





























 




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

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




 




31





























 




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, or 4.4, 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 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, or 4.4 shall

be suspended during such period as the Participant receives long- or short-term

disability benefits provided by the




 




32





























 




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.                             Benefits for Certain Hilisboro Employees. 

Benefits determined under this Plan for Covered Employees at the

Company’s Hilisboro, North Dakota location who are represented by the American Federation

of Grain Millers (AFL-CIO), effective March 1, 1981, shall not be affected by

any amendment to the Plan which is adopted after March 1, 1981, unless

specifically provided under a collective bargaining agreement covering such

Covered Employees.




 




Section 4.18.                             Benefits for Employees of United Sugars

Corporation.




 




(a)       The Accrued Benefit of a Participant who

was a participant in the Minn-Dak Farmers Cooperative Pension Plan as of

September 1, 1993, and who was employed by North Central Sugar Cooperative from

September 1, 1993, through December 31, 1993, and who became an Employee of

United Sugars Corporation on January 1, 1994, shall be determined based on the

following:




 




(1)                                  Accrual Service. 

All service with North Central Sugar Cooperative shall be recognized for

benefit accrual purposes under the definition of Accrual Service. Additionally,

each such Employee shall be credited with one year of Accrual Service under

this Plan for the period beginning September 1, 1993, and ending February 28,

1994.




 




(2)                                  Eligibility and Vesting Service. 

All service with North Central Sugar Cooperative shall be recognized for

eligibility and vesting purposes by this Plan.




 




(3)                                  Accrued Benefit. 

In no event will a Participant’s Accrued Benefit be less than the

Participant’s accrued benefit determined under the Minn-Dak Farmers Cooperative

Pension Plan as of February 28, 1994, taking into account only the actual

service credited from September 1, 1993, to December 31, 1993.




 




(4)                                  Optional Settlements. 

With regard to a Participant’s benefit accrued under the Minn­Dak

Farmers Cooperative Pension Plan as of February 28, 1994, the transfer of

assets and liabilities from the Minn-Dak Farmers Cooperative Pension Plan to

this Plan shall not result in the elimination or reduction of any “Section

411(d)(6) protected benefits” as described in Section 411 of the Code.  Such protected benefits shall be the

protected benefits provided by the Minn–Dak Farmers Cooperative Pension

Plan as in effect on February 28, 1994.




 




Section 4.19.                             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.




 




33





























 




Section 4.20.                             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 4.21.                             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 4.22.                             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 4.23.                             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 4.24.                             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 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




 




34





























 




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.




 




(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.




 




35





























 




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

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




 




36





























 




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

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




 




37





























 




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.




 




(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.




 




38





























 




(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.




 




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




 




39





























 




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.




 




(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




 




40





























 




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 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




 




41





























 




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, 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.




 




ARTICLE

IX.


Temporary and Other Provisions to Prevent

Discrimination




 




Section 9.1.                                   Application

of Article IX.  Section 9.2 is effective after December 31,

1993.




 




Section 9.2.                                   Pre-termination

Restrictions.




 




(a)       Notwithstanding any other provision of

the Plan, the Benefit of any Highly Compensated Employee of a Participating

Employer, and any former Employee of a Participating Employer, who is a Highly

Compensated Employee, shall be limited to a Benefit that is nondiscriminatory

under Section 401(a)(4) of the Code.




 




(b)       Notwithstanding any other provision of

the Plan, the annual payments under the Plan to a Restricted Employee shall be

limited to an amount equal in each Plan Year to the payments that would be made

on behalf of the Restricted Employee under:




 




(1)                                  a straight life annuity that is the

Actuarial Equivalent of the Accrued Benefit and other Benefits to which the

Restricted Employee is entitled under the Plan (other than a social security

supplement), and




 




(2)                                  the amount of the payments that the

Restricted Employee is entitled to receive under a social security supplement.




 




(c)       The restrictions in Subsection (b) do not

apply if any one of the following requirements is satisfied:




 




42





























 




(1)                                  after payment to a Restricted Employee of

all Benefits payable to the Restricted Employee under the Plan, the value of

Plan assets equals or exceeds one hundred ten percent (110%) of the value of

Current Liabilities,




 




(2)                                  the value of the Benefits payable to the

Restricted Employee under the Plan is less than one percent (1%) of the value

of Current Liabilities before distribution, or




 




(3)                                  the value of the Benefits payable to the

Restricted Employee under the Plan does not exceed the amount described in

Section 411(a)(11)(A) of the Code (which contains restrictions on certain

mandatory distributions).




 




For purposes of this

Subsection (c), the value of Plan assets and the value of Current Liabilities

must be determined as of the same date.




 




(d)                                 (1)                                  For purposes of this Section 9.6, the term “Benefit”

includes, among other benefits, any periodic income, any withdrawal values payable

to a living Employee, and any death benefits not provided for by insurance on

the Employee’s life.




 




(2)                                  For purposes of this Section 9.6,

“Current Liabilities” means the value of current liabilities under Section

412(l)(7) of the Code and may be determined at any time by using the value of

current liabilities as reported on Schedule B of the applicable Form 5500 or

Form 5500-C/R filed most recently with respect to the Plan prior to that time.




 




(3)                                  For purposes of this Section 9.2,

“Restricted Employee” means, for any Plan Year, a Highly Compensated Employee

or any former Employee who is a Highly Compensated Employee of a Participating

Employer or one of its Related Employers and who is in the group of such

Employees of that Participating Employer or one of its Related Employers who

are counted during that Plan Year among the 25 such Employees of that

Participating Employer or one of its Related Employers who have been provided

during a prior Plan Year or are expected by the Administrator to be provided

during the Plan Year with one of the 25 greatest annual compensation amounts

provided by that Participating Employer or one of its Related Employers.




 




ARTICLE X.


Top Heavy Rules




 




Section 10.1.                             Effective

Period of Article X.  This Article is to be effective for Plan

Years commencing after December 31, 1983. 

Notwithstanding the prior provisions of this Plan, the provisions  of this Article

X shall govern during a Plan Year (and for subsequent Plan Years if so

specified) with respect to a Participating Employer in the event that the Plan

is a Top Heavy Plan with respect to that Participating Employer for that Plan

Year.  This Article X shall not apply to

Covered Employees who are part of a unit of Employees covered by a collective

bargaining agreement which meets the requirements of Section 7701(a)(46) of the

Code provided that the retirement benefits under the Plan were the subject of

good faith bargaining.  Important

definitions used in this Article are described in the last section of the

Article.




 




Section 10.2.                             Minimum

Benefit.  If this Plan is a Top Heavy Plan with

respect to a Participant’s Participating Employer, that Participant’s Accrued

Benefit (derived from Employer contributions) under the Plan (when increased by

the Participant’s Accrued Benefit under any other defined benefit plan  maintained by

the Participating Employer or any of its Related Employers) when expressed as

an annual retirement benefit (a benefit payable annually in the form of a

single life annuity with no ancillary benefits) payable commencing at the

Participant’s Normal Retirement Age shall not be less than the Participant’s

Average Credited Compensation multiplied by such Participant’s Applicable

Percentage.  An  Employee may not

be excluded from being considered a Participant under this section because the  Employee’s

compensation is under a stated amount or because the Employee was not employed

on a specific date.




 




43





























 




Section 10.3.                             Vesting.  In the event that this Plan becomes a Top

Heavy Plan with respect to a Participant’s Participating Employer for any Plan

Year, that Participant shall be Vested under the Plan at  the rate of 20%

after two years of Vesting Service and an additional 20% for each year of

Vesting Service

thereafter, except that the rate shall be 100% after five years

of Vesting Service, for purposes of determining the Participant’s termination

benefit under Section 4.5.




 




Section 10.4.                             Limitation

on Benefits.  If the Plan is a Top Heavy Plan with respect

to a Participating Employer and the Participating Employer or a Related

Employer of that Participating Employer maintains a defined contribution plan

in addition to this Plan, the limits on benefits described in

Section 4.7 of the Plan shall continue to be applicable to the

Participant provided, however, that the “defined benefit plan fraction” and

“defined contribution plan fraction” referred to in that section shall be

modified by substituting “1.0” for “1.25” where it appears in those definitions

in the event that the Plan is a Super Top Heavy Plan or such modification is

otherwise required by Section 416(h)(1) of the Internal Revenue Code.  Further, the Administrator may, in

calculating the defined contribution plan fraction, elect to apply the

transitional rule described in Section 415(e)(6) of the Internal Revenue Code

and Section 4.7(f)(6) of the Plan only as modified (if modified) by Section

416(h)(4) of said Code ($41,500 is substituted for $51,875 in the transition

fraction described in Section 4.7(f)(6)). 

In addition, for years in which the Plan is a Top Heavy Plan with

respect to a Participant’s Participating Employer, for purposes of determining

that Participant’s Accrued Benefit (derived from Employer contributions) under

the Plan, the Participant’s compensation shall not exceed the Participant’s

Credited Compensation.  However, the

Participant’s Accrued Benefit shall not be reduced from any level attained

before the Plan became a Top Heavy Plan. 

This section will cease to be effective for limitation years (as defined

in Section 4.7(f)(8) of the Plan) beginning after December 31, 1999, with

respect to each Participant who incurs one Hour of Service for a Participating

Employer or Related Employer in one of those limitation years.




 




Section 10.5.                             Definitions.

 The terms defined in this Section, when

used in this Article X with initial capital letters have the following meanings

unless the context clearly indicates that other meanings are intended:




 




(a)       Accrued Benefit. 

“Accrued Benefit” means the amount of benefit which a person has accrued

under a defined benefit plan through a specific date.




 




(b)       Applicable Percentage. 

“Applicable Percentage” means a percentage which is equal to the lesser

of:




 




(1)                                  Two percent (2%) multiplied by the

Participant’s number of Years of Service; or




 




(2)                                  Twenty percent (20%).




 




(c)       Average Credited Compensation. 

“Average Credited Compensation” means a Participant’s average annual

Credited Compensation during the five consecutive Years of Service during which

the Participant had the greatest aggregate Credited Compensation.  If the Participant does not have five Years

of Service, the Participant’s Average Credited Compensation shall be the

Participant’s average annual Credited Compensation over the Participant’s

actual number of Years of Service.




 




(d)       Credited Compensation. 

A Participant’s “Credited Compensation” for a Plan Year means the

compensation paid to the Participant by the Participant’s Participating

Employer during such Plan Year as determined in accordance with Section 414(q)(7))

of the Code.  However, a Participant’s

Credited Compensation for a Plan Year shall not include an amount in excess of

Two Hundred Thousand Dollars ($200,000), provided that that limit shall be

increased to conform to any cost of living adjustment made to the limit by the

Secretary of the Treasury or the Secretary’s delegate.




 




(e)       Determination Date. 

“Determination Date” for a plan year of a plan means the last day of the

preceding plan year of that plan or, in the case of the first plan year, the last

day of such plan year.




 




44





























 




(f)       Five Percent Owner. 

“Five Percent Owner” means either:




 




(1)                                  if the Employer is a corporation, any

person who owns (or is considered as owning within the meaning of Section 318

of the Code) more than five percent (5%) of the outstanding stock of the

corporation or stock possessing more than five percent (5%) of the total

combined voting power of all stock of the corporation, or




 




(2)                                  if the Employer is not a corporation, any

person who owns more than five percent (5%) of the capital or profits interest

in the Employer (the rules of Section 318 shall apply in a similar manner to

the way they apply to ownership in a corporation).




 




The rules of Section 318

shall be applied by using a 5% test in lieu of the 50% test set forth in

Subparagraph (a)(2)(C) of that section.




 




(g)       Key Employee. 

A “Key Employee” is any Employee or former Employee (and the

Beneficiaries of such Employee) of a Participating Employer who at any time

during the “determination period” was an officer of the Participating Employer

or one of its Related Employers having Credited Compensation in excess of 50%

of the dollar limitation in effect under Section 415(c)(1)(A) of the Internal

Revenue Code (for purposes of determining those officers, individuals described

in Subparagraph (3)(A) of the definition of Highly Compensated Employees shall

be excluded), an owner (or considered an owner under Section 318 of the Code as

modified for purposes of determining Five Percent Owners) of one of the ten

largest interests (if two individuals have the same interest, the individual

having the greatest annual Credited Compensation shall be treated as having the

largest interest) in the Participating Employer and its Related Employers if

such individual’s Credited Compensation from those Employers exceeds the dollar

limitation under Section 415(c)(1)(A) of the Code, a Five Percent Owner of the

Participating Employer or one of its Related Employers, or a one percent (1%)

owner of the Participating Employer or one of its Related Employers who has an

annual Credited Compensation of more than $150,000 from the Participating

Employer and its Related Employers.  The

“determination period” is the Plan Year in which the “Determination Date”

occurs and the four preceding Plan Years. 

The determination of who is a Key Employee shall be made in accordance

with Section 416(i)(1) of the Code as applied to Employees of the Participating

Employer or its Related Employers.




 




(h)       Present Value of Accrued Benefit.




 




(1)                                  The “Present Value of Accrued Benefits”

of a participant under a defined benefit plan as of the plan’s Determination

Date is the present value of that participant’s Accrued Benefit as of the

Valuation Date which falls within a 12 month period ending on the Determination

Date.  It shall be determined as if the

participant incurred a Termination of Service as of the Valuation Date.  Further, the amount shall be determined by

an actuary selected by the Administrator using the assumptions specified in the

definition of Actuarial Equivalent except that the interest rate shall be five

percent (5%).




 




(2)                                  The “Present Value of Accrued Benefits”

of a participant under a defined contribution plan as of its Determination Date

is the sum of (A) the participant’s individual account balance as of the most

recent Valuation Date occurring within a 12 month period ending on the

Determination Date and (B) any contributions due to be allocated to the

participant’s account balance as of the Determination Date.




 




(i)       Super Top Heavy Plan. 

“Super Top Heavy Plan” means a plan which would be considered a Top

Heavy Plan even if the figure “Ninety Percent (90%)” were substituted for the

figure “Sixty Percent (60%)” in each place that the latter figure appears in the

definition of Top Heavy Plan.




 




(j)       Top Heavy Plan. 

A determination of whether or not this Plan is a “Top Heavy Plan” with

respect to a Participating Employer for a Plan Year shall be made as of the

Determination Date for that Plan Year as follows:




 




45





























 




(1)                                  Each Participating Employer and its

Related Employers shall be treated as one Employer referred to as the

“Participating Employer”) for purposes of determinations made under this

subsection.




 




(2)                                  If this Plan is not aggregated with other

plans in accordance with the following subsections, it shall be considered a

Top Heavy Plan with respect to a Participating Employer if the Present Value of

Accrued Benefits under the Plan for Key Employees of a Participating Employer

exceeds sixty percent (60%) of the Present Value of Accrued Benefits for all

Employees (and their beneficiaries) of the Participating Employer.




 




(3)                                  If a Participating Employer maintains any

other defined benefit or defined contribution plans in which a Key Employee

also participates or maintains any such plans which permit this Plan to meet

the coverage requirements of Section 401(a)(4) or Section 410 of the Internal

Revenue Code, then such plans shall be aggregated with this Plan for purposes

of determining whether the Plan is a Top Heavy Plan.




 




(4)                                  In addition to the required aggregation

just described, a Participating Employer may aggregate other defined

contribution and defined benefit plans with this Plan which are maintained by

the Participating Employer if such permissive aggregation thereby eliminates

the status of this Plan as a Top Heavy Plan under the following subsection and

if the aggregated plans would continue to meet the requirements of Sections

401(a)(4) and 410 of the Internal Revenue Code when taking the plans into

account together.




 




(5)                                  This Plan shall be considered a Top Heavy

Plan with respect to a Participating Employer only if the sum of the Present

Values of Accrued Benefits for Key Employees of the Participating Employer

under all defined benefit and defined contribution plans included in a group of

plans aggregated in accordance with the preceding subsections exceeds sixty

percent (60%) of a similar sum for all Employees (and their beneficiaries) of

the Participating Employer.  Said

present values shall all be determined as of the Determination Dates which fall

within the calendar year that this Plan’s Determination Date falls.




 




(6)                                  For purposes of determining a

Participant’s Present Value of Accrued Benefits under a defined contribution or

defined benefit plan, such present value shall be increased by the aggregate

distributions made with respect to such Participant under the plan during the

five year period ending on the plan’s Determination Date.  The preceding sentence shall also apply to

distributions under a terminated plan which if it had not been terminated would

have been required to be included in an aggregation group.




 




(7)                                  For purposes of this subsection, the

Present Value of Accrued Benefits for an individual who was a Key Employee but

is no longer a Key Employee shall not be taken into account.




 




(8)                                  Adjustment shall be made to the Present

Values of Accrued Benefits to account for rollovers and plan to plan

transfers.  In the case of unrelated

rollovers and transfers, which are those initiated by an individual and made

from a plan maintained by one Employer to a plan maintained by another

Employer, the plan making the distribution counts it as a distribution for

purposes of Subsection (j)(6) of this section, and the plan accepting the

distribution does not consider the distribution part of the Accrued Benefits

under that plan if such distribution was accepted after December 31, 1983, but

considers it part of said Accrued Benefits if the distribution was accepted on

or prior to December 31, 1983.  In the

case of related rollovers and transfers, which are those either not initiated

by an individual or made to a plan maintained by the same Employer, the plan

providing the distribution does not count the distribution as a distribution

under Subsection (j)(6) of this section and the plan accepting the distributed

amount counts the distribution as part of the Accrued Benefits under that plan.




 




46





























 




(9)                                  For Plan Years beginning after December

3l, l984, the Accrued Benefit of an Employee who has not performed any service

for the Participating Employer during the five year period ending on the

Determination Date is excluded from the determination made under this subsection.




 




(k)       Valuation Date.




 




(1)                                  “Valuation Date” in the case of a defined

contribution plan means a date on which individual accounts are valued.




 




(2)                                  In the case of a defined benefit plan,

“Valuation Date” means the date on which plan costs are determined for purposes

of the minimum funding rules under ERISA.




 




(l)       Years of Service 

A Participant’s “Years of Service” for purposes of the preceding

definitions means “Plan Years” beginning after December 31, 1983 during which

the Plan was a Top Heavy Plan with respect to the Participant’s Participating

Employer and in which the Participant completes a year of Vesting Service.




 




ARTICLE XI.


Miscellaneous




 




Section 11.1.                             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




 




47





























 




(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 11.2.                             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 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 11.3.                             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 11.4.                             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




 




48





























 




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 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




 




49





























 




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 11.5.                             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 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 11.6.                             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 11.7.                             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.




 




50





























 




(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 11.8.                             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.




 




IN WITNESS WHEREOF,

American Crystal Sugar Company has caused its name to be hereunto subscribed by

its President this 27th day of February, 2002, United Sugars Company has caused

its name to be hereunto subscribed by its Board of Directors this 22nd day of

March, 2002, and Midwest Agri-Commodities 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


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  MIDWEST AGRI-COMMODOTIES


  
	

   


  	

   


  	

   


  
	

   


  	

  By


  	

  /s/ Board of Directors’ Resolution


  
	

   


  	

   


  	

   


  
	

   


  	

  Its


  	

   


  





 




 




51





























 




	

  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.




 




	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  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

Midwest Agri-Commodities, 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.




 




	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  





 




52





























 




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




 




53





























 




APPENDIX B




 




Non-Union

Employees and Union Employees covered under the collectively bargained

agreement between American Crystal Sugar Company and the Distillery, Rectifying

and Wine Workers of America who were eligible for Basic Life Insurance and were

age 55 or older on September 1, 1974, are eligible for the following death

benefits:




 




	

  Employee Name


  	

   


  	

  Death Benefit Amount


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Milo Born


  	

   


  	

  10,000


  	

   


  
	

  Joe Burwell


  	

   


  	

  9,500


  	

   


  
	

  David Davis


  	

   


  	

  9,500


  	

   


  
	

  Libbie Eccles


  	

   


  	

  7,500


  	

   


  
	

  Philip Fick


  	

   


  	

  16,500


  	

   


  
	

  Olger Gjestvang


  	

   


  	

  11,250


  	

   


  
	

  Leland Hamm


  	

   


  	

  10,500


  	

   


  
	

  Harvey Hauer


  	

   


  	

  8,000


  	

   


  
	

  William Hudson


  	

   


  	

  9,500


  	

   


  
	

  Alton Ingraham


  	

   


  	

  9,000


  	

   


  
	

  Edwin Kidder


  	

   


  	

  15,000


  	

   


  
	

  George Laurence


  	

   


  	

  12,000


  	

   


  
	

  Elmer Lutz


  	

   


  	

  7,500


  	

   


  
	

  Mike Markiewith


  	

   


  	

  $  15,250


  	

   


  
	

  Cora McDaniel


  	

   


  	

  6,500


  	

   


  
	

  Amelia Miller


  	

   


  	

  5,000


  	

   


  
	

  William Peterson


  	

   


  	

  12,000


  	

   


  
	

  Ernest Rehder


  	

   


  	

  11,250


  	

   


  
	

  Dudley Sims


  	

   


  	

  18,000


  	

   


  
	

  Donald Smith


  	

   


  	

  9,500


  	

   


  
	

  Ruth Smith


  	

   


  	

  7,500


  	

   


  
	

  Quentin Sprank


  	

   


  	

  8,000


  	

   


  
	

  Ed Swift


  	

   


  	

  14,250


  	

   


  
	

  Albert Switser


  	

   


  	

  10,250


  	

   


  
	

  Ted Thierry


  	

   


  	

  17,250


  	

   


  
	

  Ernest Visconti


  	

   


  	

  12,750


  	

   


  
	

  Emil Vogel


  	

   


  	

  8,500


  	

   


  
	

  Erick Wenzel


  	

   


  	

  9,000


  	

   


  
	

  Freeman Winstanley


  	

   


  	

  20,000


  	

   


  





 




54





























 




These retirees

from Plan C, Clarksburg Union, are entitled to the $1,000 lump sum death

benefit.  This benefit is paid from

Retirement Plan A.




 




As these retirees

dies, the actuary must be notified each March 1 so that participant count and

liability can be included in the actuarial report for Plan A.




 




	

  Name


  	

   


  	

  Social

  Security


  Number


  	

   


  	

  Sex


  	

   


  	

  Date of

  Birth


  	

   


  	

  Benefit

  Commencement Date


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  William Hudson


  	

   


  	

  ###-##-####


  	

   


  	

  M


  	

   


  	

  10-26-13


  	

   


  	

  03-01-77


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Ralph E. Johnson


  	

   


  	

  ###-##-####


  	

   


  	

  M


  	

   


  	

  04-19-29


  	

   


  	

  12-01-81


  	

   


  





 




55