Exhibit 10.3






Exhibit 10.3


PATHMARK STORES,
INC. SAVINGS PLAN


(As Amended and
Restated Effective as of January 1, 2001)


 


TABLE OF CONTENTS


	 	 	Page
	 	 	 	 	 	 	 	 
	PREAMBLE	 	2	 
	 
	ARTICLE I	 	DEFINITIONS	 	 	2	 
	 
	 	1.1	 	Account or Accounts	 	 	2	 
	 	1.2	 	Administrative Committee	 	 	2	 
	 	1.3	 	After-Tax Contribution	 	 	2	 
	 	1.4	 	After-Tax Matched Contribution	 	 	2	 
	 	1.5	 	After-Tax Matched Contribution Subaccount	 	 	2	 
	 	1.6	 	After-Tax Unmatched Contributions	 	 	2	 
	 	1.7	 	After-Tax Unmatched Contribution Account	 	 	2	 
	 	1.8	 	Beneficiary	 	 	2	 
	 	1.9	 	Cash Out Valuation Date	 	 	2	 
	 	1.10	 	Code	 	 	2	 
	 	1.11	 	Company	 	 	2	 
	 	1.12	 	Compensation	 	 	3	 
	 	1.13	 	Eligible Employee	 	 	3	 
	 	1.14	 	Eligibility Break-in-Service	 	 	3	 
	 	1.15	 	Eligibility Computation Period	 	 	4	 
	 	1.16	 	Eligibility Year of Service	 	 	4	 
	 	1.17	 	Employee	 	 	4	 
	 	1.18	 	Employer	 	 	4	 
	 	1.19	 	Employer and Matched Employee Contribution Account	 	 	4	 
	 	1.20	 	Employer Matching Contributions	 	 	4	 
	 	1.21	 	Employer Matching Contribution Subaccount	 	 	4	 
	 	1.22	 	Employment Commencement Date	 	 	4	 
	 	1.23	 	Employment Unit	 	 	4	 
	 	1.24	 	ERISA	 	 	4	 
	 	1.25	 	ERISA Affiliate	 	 	5	 
	 	1.26	 	Hardship	 	 	5	 
	 	1.27	 	Highly Compensated Employee	 	 	5	 
	 	1.28	 	Hour of Service	 	 	5	 
	 	1.29	 	Investment Fund	 	 	7	 
	 	1.30	 	Non-Highly Compensated Employee	 	 	7	 
	 	1.31	 	Normal Retirement Age	 	 	7	 
	 	1.32	 	Participant	 	 	7	 
	 	1.33	 	Payroll Period	 	 	7	 
	 	1.34	 	Period of Severance	 	 	7	 
	 	1.35	 	Permanent Disability	 	 	7	 
	 	1.36	 	Plan	 	 	7	 
	 	1.37	 	Plan Year	 	 	7	 
	 	1.38	 	Pre-Tax Contributions	 	 	7	 
	 	1.39	 	Pre-Tax Contribution Subaccount	 	 	7	 





 


TABLE OF CONTENTS

(continued)


	 	 	Page
	 	 	 	 	 	 	 	 
	 	1.40	 	Profit Sharing Plan	 	 	8	 
	 	1.41	 	Profit Sharing Subaccount	 	 	8	 
	 	1.42	 	Re-employment Commencement Date	 	 	8	 
	 	1.43	 	Rollover Contribution	 	 	8	 
	 	1.44	 	Rollover Contribution Account	 	 	8	 
	 	1.45	 	Salary Deferral Agreement	 	 	8	 
	 	1.46	 	Severance Date	 	 	8	 
	 	1.47	 	Subsidiary	 	 	8	 
	 	1.48	 	Surviving Spouse	 	 	8	 
	 	1.49	 	Termination of Employment	 	 	8	 
	 	1.50	 	Trust Agreement	 	 	9	 
	 	1.51	 	Trust Fund	 	 	9	 
	 	1.52	 	Trustee	 	 	9	 
	 	1.53	 	Valuation Date	 	 	9	 
	 	1.54	 	Vesting Service	 	 	9	 
	 
	ARTICLE II	 	ELIGIBILITY	 	 	10	 
	 
	 	2.1	 	Eligibility	 	 	10	 
	 	2.2	 	Participation	 	 	10	 
	 	2.3	 	Nonparticipating Employment Units	 	 	10	 
	 	2.4	 	Employment Transfers	 	 	10	 
	 	2.5	 	Re-employment	 	 	10	 
	 
	ARTICLE III	 	CONTRIBUTIONS	 	 	12	 
	 
	 	3.1	 	Employer Contributions	 	 	12	 
	 	3.2	 	After-Tax Contributions	 	 	12	 
	 	3.3	 	Rollover Contributions	 	 	12	 
	 	3.4	 	Time of Payment	 	 	13	 
	 	3.5	 	Rules Applicable to Pre-Tax and After-Tax Contributions	 	 	13	 
	 	3.6	 	Profits Not Required	 	 	13	 
	 	3.7	 	Contributions Conditioned	 	 	13	 
	 	3.8	 	Special 401(k) and 401(m) Definitions	 	 	13	 
	 	3.9	 	Limitations on Pre-Tax Contributions	 	 	15	 
	 	3.10	 	Limitation on After-Tax Contributions and Employer Matching Contributions	 	 	17	 
	 	3.11	 	Multiple Use Limit	 	 	19	 
	 	3.12	 	Code Section 415 Limit	 	 	20	 
	 	3.13	 	Combined Plan Fraction	 	 	22	 
	 	3.14	 	Adjustment by Administrative Committee	 	 	22	 
	 	3.15	 	Top-Heavy Provisions	 	 	22	 
	 	3.16	 	Return of Employer Contributions under Special Circumstances	 	 	25	 





ii


TABLE OF CONTENTS

(continued)


	 	 	Page
	 	 	 	 	 	 	 	 
	ARTICLE IV	 	TRUST FUND, ACCOUNTS AND INVESTMENT FUNDS	 	 	27	 
	 
	 	4.1	 	Trust Fund	 	 	27	 
	 	4.2	 	Participant Accounts	 	 	27	 
	 	4.3	 	Investment Funds	 	 	27	 
	 	4.4	 	Valuation and Allocation of Gain or Loss	 	 	28	 
	 	4.5	 	Correction of Error	 	 	28	 
	 	4.6	 	Allocation Shall Not Vest Title in any Participant	 	 	28	 
	 	4.7	 	Statement of Accounts	 	 	28	 
	 	4.8	 	Allocation of Distributions	 	 	28	 
	 
	ARTICLE V	 	VESTING AND FORFEITURES	 	 	29	 
	 
	 	5.1	 	Vesting	 	 	29	 
	 	5.2	 	Vesting Service	 	 	29	 
	 	5.3	 	Forfeitures	 	 	29	 
	 	5.4	 	Rehired Participants	 	 	30	 
	 	5.5	 	In-Service Distributions	 	 	31	 
	 	5.6	 	Effect of Discharge for Cause	 	 	31	 
	 
	ARTICLE VI	 	IN-SERVICE DISTRIBUTIONS AND LOANS	 	 	32	 
	 
	 	6.1	 	Distributions from Employer and Matched Employee Contribution Accounts	 	 	32	 
	 	6.2	 	Distribution in the Event of Hardship	 	 	32	 
	 	6.3	 	Distribution Upon or After Attainment of Age 59-1/2	 	 	34	 
	 	6.4	 	Distribution of After-Tax Unmatched Contributions	 	 	34	 
	 	6.5	 	Distribution of Rollover Contributions	 	 	34	 
	 	6.6	 	Loans	 	 	34	 
	 	6.7	 	Direct Rollovers	 	 	36	 
	 
	ARTICLE VII	 	DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT OR DEATH	 	 	37	 
	 
	 	7.1	 	Distribution Upon Termination of Employment	 	 	37	 
	 	7.2	 	Distribution Upon Death	 	 	38	 
	 	7.3	 	Direct Rollovers	 	 	39	 
	 	7.4	 	Required Distributions	 	 	39	 
	 
	ARTICLE VIII	 	PLAN ADMINISTRATION	 	 	41	 
	 
	 	8.1	 	Administrative Committee	 	 	41	 
	 	8.2	 	Powers and Authority	 	 	41	 
	 	8.3	 	Limitation of Liability; Indemnity	 	 	43	 
	 	8.4	 	Counsel and Agents	 	 	43	 
	 	8.5	 	Reliance on Information	 	 	43	 
	 	8.6	 	Fiduciaries	 	 	44	 





iii


TABLE OF CONTENTS

(continued)


	 	 	Page
	 	 	 	 	 	 	 	 
	 	8.7	 	Genuineness of Documents	 	 	44	 
	 	8.8	 	Proper Proof	 	 	44	 
	 	8.9	 	Disputes	 	 	45	 
	 	8.10	 	Records	 	 	45	 
	 	8.11	 	Payment of Plan and Trust Fund Expenses	 	 	45	 
	 
	ARTICLE IX	 	AMENDMENT OR TERMINATION	 	 	46	 
	 
	 	9.1	 	Amendment of Plan	 	 	46	 
	 	9.2	 	Termination of Plan or Discontinuance of Contributions	 	 	46	 
	 	9.3	 	Amendments Required for Qualification	 	 	46	 
	 	9.4	 	Merger or Transfer of Assets	 	 	47	 
	 	9.5	 	Sale of a Subsidiary or Division	 	 	47	 
	 
	ARTICLE X	 	MISCELLANEOUS	 	 	48	 
	 
	 	10.1	 	Exclusive Benefit of Participants	 	 	48	 
	 	10.2	 	Plan Not an Employment Contract	 	 	48	 
	 	10.3	 	Qualified Domestic Relations Orders	 	 	48	 
	 	10.4	 	Spendthrift Clause	 	 	48	 
	 	10.5	 	Obligations of Employer Limited	 	 	48	 
	 	10.6	 	Separation of Invalid Provisions	 	 	48	 
	 	10.7	 	Payment to a Minor or Incompetent	 	 	49	 
	 	10.8	 	Doubt as to Right to Payment	 	 	49	 
	 	10.9	 	Participation in the Plan by a Subsidiary	 	 	49	 
	 	10.10	 	Action by Company or Employer	 	 	49	 
	 	10.11	 	Estoppel of Participants and Their Beneficiaries	 	 	50	 
	 	10.12	 	Inability to Locate Distributee	 	 	50	 
	 	10.13	 	Claims Procedure	 	 	50	 
	 	10.14	 	Singular and Plural and Article and Section References	 	 	50	 
	 	10.15	 	Governing Law	 	 	50	 
	 	10.16	 	Military Service	 	 	51	 
	 
	APPENDIX A -	 	Special Provisions Applicable to Employees of Pauls Trucking and Blair Distributors	 





iv


SGC SAVINGS PLAN


(As Amended and
Restated Effective as of January 1, 2001)


PREAMBLE


Effective
October 30, 1966, Supermarkets General Corporation adopted the Supermarkets
General Corporation Profit Sharing Plan for the benefit of its eligible
employees and the eligible employees of its subsidiaries which elected to
participate in the Plan. The Profit Sharing Plan was subsequently amended from
time to time and was amended and restated as of January 1, 1978. Effective
April 1, 1983, the Profit Sharing Plan was amended and restated as the
Supermarkets General Corporation Savings Plan (the “Plan”). Through
corporate restructuring effective October 22, 1993, Supermarkets General
Corporation became known as Pathmark Stores, Inc. and the Plan was subsequently
renamed the SGC Savings Plan. The Plan is intended to comply with the applicable
requirements of the Internal Revenue Code of 1986 and the Employee Retirement
Income Security Act of 1974, both as amended.


Effective
as of January 1, 1989, the Plan was amended and restated to comply with the
applicable requirements of the Tax Reform Act of 1986, the Omnibus Budget
Reconciliation Act of 1986, the Technical and Miscellaneous Revenue Act of 1988,
the Omnibus Budget Reconciliation Act of 1989, the Unemployment Compensation
Amendments of 1992 and the Omnibus Budget Reconciliation Act of 1993.


This
amended and restated Plan is intended to comply with the applicable requirements
of the Uniformed Services Employment and Reemployment Rights Act of 1994, the
Retirement Protection Act of 1994, the Small Business Job Protection Act of
1996, the Taxpayer Relief Act of 1997, the Internal Revenue Service
Restructuring and Reform Act of 1998, and the Community Renewal Tax Relief Act
of 2000. Except as otherwise expressly provided, this amended and restated Plan
is effective as of January 1, 2001.


Except
as otherwise expressly provided, the rights of any participant who terminates
employment (and his/her beneficiary) shall be determined under the provisions of
the Plan as in effect on the date of such termination.


Special
provisions applicable to certain groups of participants may be set forth in one
or more Appendices to the Plan. In the event of a conflict between the
provisions of an Appendix and the other provisions of this Plan, the provisions
of such Appendix shall govern.


2


ARTICLE I
DEFINITIONS


The
following terms as used herein shall have the following meaning in the Plan
unless a different meaning is plainly required by the context:


1.1
Account or Accounts shall mean an account or accounts, including
subaccounts, setting forth a Participant’s interest in the Trust Fund, as
provided in Section 4.2.


1.2
Administrative Committee shall mean the committee appointed by the
Company pursuant to, and having the responsibilities specified in, Article VIII.


1.3
After-Tax Contributions shall mean a Participant’s Employee
after-tax contributions made in accordance with Section 3.2.


1.4
After-Tax Matched Contributions shall mean a Participant’s After-Tax
Contributions with respect to which Employer Matching Contributions are made in
accordance with Section 3.1(b).


1.5
After-Tax Matched Contribution Subaccount shall mean that portion of the
Employer and Matched Employee Contribution Account of a Participant representing
his/her After-Tax Matched Contributions and any allocable income, expenses,
gains, losses or distributions.


1.6
After-Tax Unmatched Contributions shall mean a Participant’s
After-Tax Contributions which are not After-Tax Matched Contributions.


1.7
After-Tax Unmatched Contribution Account shall mean the Account of a
Participant described in Section 4.2(b).


1.8
Beneficiary shall mean the person, persons or entity entitled to receive
any benefits payable under the Plan in the event of a Participant’s death,
as determined under Section 7.2.


1.9
Cash Out Valuation Date shall mean the date or dates designated by the
Administrative Committee for valuing the Accounts of Participants who have
terminated employment or died for purposes of applying the involuntary cash out
provisions of Article VII.


1.10
Code shall mean the Internal Revenue Code of 1986, as amended, and any
successor statute. Reference to a specific provision of the Code shall include
such provisions and any applicable regulation pertaining thereto.


1.11
Company shall mean Pathmark Stores, Inc. or any predecessor or successor
entity.



3



1.12
Compensation shall mean the total amount of a Participant’s cash
compensation subject to Federal income tax withholding which is paid directly by
an Employer to the Participant for service as an Employee and any amounts
contributed to or under a plan or arrangement maintained by an Employer under
Code Section 125, 132(f) or 401(k) pursuant to a salary reduction election made
by the Participant, but excluding (a) any compensation under any stock option or
stock purchase plan, (b) any cash payments made under a bonus, incentive or
similar plan in lieu of the distribution of stock, (c) payments under
supplemental unemployment plans or other severance arrangements, retirement
arrangements, and termination allowances, (d) reimbursement for expenses, such
as moving expenses, travel pay, and tax assistance payments, (e) cash payments
received under a flexible benefit program, and (f) any other prizes,
merchandise awards, special incentives or cash awards. Notwithstanding any
provision in this Plan to the contrary, the amount of a Participant’s
Compensation taken into account under the Plan for any Plan Year shall not
exceed the adjusted $150,000 limit of Code Section 401(a)(17) in effect for such
year.


1.13
Eligible Employee shall mean any Employee of an Employer who is reported
on the Employer’s payroll records as an employee of the Employer, other
than: (a) any Employee included in a unit of employees covered by a
collective bargaining agreement between the Employer and an employee
representative (not including any organization more than half of whose members
are owners, officers or executives of the Employer) in the negotiation of which
retirement benefits were the subject of good faith bargaining, unless such
bargaining agreement provides for participation in the Plan; (b) any
Employee who is a non-resident alien and who receives no earned income from the
Employer which constitutes income from sources within the United States;
(c) any “leased employee” within the meaning of Code Section
414(n)(2); or (d) any Employee at one or more Employment Units of an Employer
designated by the Company as ineligible to participate in the Plan pursuant to
Section 2.3. An individual who performs services for an Employer but is not
reported on the Employer’s payroll records as an employee of the Employer
(including, but not limited to, an individual who is classified by the Employer
as an independent contractor or who is on the payroll of any person or
organization which is not an Employer, such as a temporary help, staffing,
employee leasing, or professional employer organization) shall not be an
Eligible Employee for any period before he/she is reported on the
Employer’s payroll records as an employee of the Employer even if he/she is
determined by a court or government agency to be an employee of the Employer for
any purpose.


1.14
Eligibility Break-in-Service shall mean an Eligibility Computation Period
in which an Employee completes less than 501 Hours of Service. Solely for
purposes of determining whether an Eligibility Break-in-Service has occurred, an
Employee who is absent from work for any period by reason of (i) the
Employee’s pregnancy; (ii) the birth of a child of the Employee;
(iii) the placement of a child with the Employee for adoption by such
Employee; or (iv) the caring for such child immediately following such
birth or adoption, shall be credited with the lesser of (1) the Hours of
Service which would normally have been credited to the Employee but for such
absence or (2) 501 Hours of Service. The Hours of Service required to be
credited under the preceding sentence must be credited (1) in the
Eligibility Computation Period in which the absence begins if such Hours of
Service are needed to prevent a one year Eligibility Break-in-Service, or
(2) in any other case, in the following Eligibility Computation Period. In
addition, an Employee who is on an unpaid leave of absence covered by the
federal Family and Medical Leave Act of 1993, as amended, shall be credited with
the Hours of Service which would normally have been credited to the Employee but
for such absence solely for purposes of determining whether an Eligibility
Break-in-Service has occurred.


4


1.15
Eligibility Computation Period shall mean (a) initially the twelve
consecutive month period beginning on an Employee’s Employment Commencement
Date or Re-employment Commencement Date, as applicable, and (b) thereafter, any
Plan Year, beginning with the Plan Year which includes the first anniversary of
the Employee’s Employment Commencement Date or Re-employment Commencement
Date, as applicable.


1.16
Eligibility Year of Service shall mean an Eligibility Computation Period
in which an Employee completes at least 1,000 Hours of Service.


1.17
Employee shall mean any individual who, under the usual common law rules
applicable in determining the employer-employee relationship, has the status of
an employee of the Company or a Subsidiary or who is a “leased
employee,” within the meaning of Code Section 414(n)(2), of the Company or
an ERISA Affiliate. Notwithstanding the preceding sentence, if such leased
employees do not constitute more than twenty percent of the non-highly
compensated work force of the Company and its ERISA Affiliates, within the
meaning of Code Section 414(n)(5)(C)(ii), the term “Employee” shall
not include those leased employees covered by a plan described in Code Section
414(n)(5).


1.18
Employer shall mean the Company and each Subsidiary which adopts this
Plan with the approval of the Company pursuant to Section 10.9. Effective
January 1, 2001, only an ERISA Affiliate may adopt this Plan.


1.19
Employer and Matched Employee Contribution Account shall mean the Account
of a Participant described in Section 4.2(a).


1.20
Employer Matching Contributions shall mean Employer contributions made in
accordance with Section 3.1(b) with respect to a Participant’s Pre-Tax
Contributions or After-Tax Contributions.


1.21
Employer Matching Contribution Subaccount shall mean that portion of the
Employer and Matched Employee Contribution Account of a Participant representing
Employer Matching Contributions made on his/her behalf and any allocable income,
expenses, gains, losses, forfeitures or distributions.


1.22
Employment Commencement Date shall mean the date on which an Employee
first completes an Hour of Service.


1.23
Employment Unit shall mean an identifiable division, subdivision, plant,
location, or group of Employees of the Employer.


1.24
ERISA shall mean the Employee Retirement Income Security Act of 1974, as
amended. Reference to a specific provision of ERISA shall include such provision
and any applicable regulation pertaining thereto.


1.25
ERISA Affiliate shall mean any entity (other than the Company) while it
is:


(a)
a member of a “controlled group of corporations,” within the meaning
of Code Section 414(b), with the Company;


5


(b)
a trade or business (whether or not incorporated) under “common
control,” within the meaning of Code Section 414(c), with the Company;


(c)
a member of an “affiliated service group,” within the meaning of Code
Section 414(m), with the Company; or


(d)
any other entity required to be aggregated with the Company pursuant to Code
Section 414(o).


1.26
Hardship shall mean an immediate and heavy financial need, as determined
and designated as such by the Administrative Committee in accordance with
Section 6.2.


1.27
Highly Compensated Employee shall mean, with respect to any Plan Year
beginning on or after January 1, 1997, any individual who is an Employee of
the Company or an ERISA Affiliate during the Plan Year and either:


(a)
during the prior Plan Year had compensation from the Company and its ERISA
Affiliates in excess of $80,000 (as adjusted pursuant to Code Section 415(d))
and, if elected by the Administrative Committee, was in the top-paid 20% of
Employees of the Company and its ERISA Affiliates for such prior Plan Year; or


(b)
was a 5% owner of the Company or an ERISA Affiliate at any time during the Plan
Year or the prior Plan Year.


The
determination of who is a Highly Compensated Employee, including the
determination of the top-paid 20% of Employees and the compensation that is
considered, will be made in accordance with Code Section 414(q).


1.28
Hour of Service shall mean:


(a)
Each hour for which an Employee is paid or entitled to payment for the
performance of duties for the Company or a Subsidiary;


(b)
Each hour for which an Employee is awarded back pay by the Company or a
Subsidiary, irrespective of mitigation of damages. The same Hours of Service
shall not be credited under subsection (a), (c), (d) or (e), as the case may be,
and this subsection (b);


(c)
Each regularly scheduled working hour (exclusive of overtime) for which an
Employee is paid, or entitled to payment, by the Company or a Subsidiary on
account of a period of time during which no duties are performed (irrespective
of whether the employment relationship has terminated) due to vacation, holiday,
illness, incapacity (including disability or pregnancy), layoff, jury duty,
military duty or leave of absence;


(d)
Each regularly scheduled working hour (exclusive of overtime) which would
constitute an Hour of Service under subsection (a) or (c) but for the
Employee’s absence for service in the armed forces of the United States
during a period in which he/she has reemployment rights under applicable law,
provided, that such Employee (i) retains such reemployment rights upon
discharge from such service (determined after taking into account the terms of
such discharge), and (ii) reenters the employ of the Company or a
Subsidiary within 90 days after such discharge (or within such longer
period during which he/she has reemployment rights protected by law);


6


(e)
Each regularly scheduled working hour (exclusive of overtime) which would
constitute an Hour of Service under such subsection (a) or (c) hereof but for
the Employee’s unpaid leave of absence approved by the Company or a
Subsidiary either prospectively or retroactively, in accordance with a policy
applied on a uniform and nondiscriminatory basis to all Employees similarly
situated; and


(f)
Notwithstanding any other provision of this Plan, Hours of Service otherwise
required to be credited pursuant to subsections (c) or (e) shall be subject to
the following limitations:


	 	(i)	No more than 501 Hours of Service shall be credited on account of any single
continuous period during which the Employee performs no duties (whether or not
such period occurs in a single computation period);





	 	(ii)	An hour for which an Employee is directly or indirectly paid, or entitled to
payment, on account of a period during which no duties are performed shall not
be credited to the Employee if such payment is made or due under a plan
maintained solely for the purpose of complying with applicable workmen’s
compensation, or unemployment compensation or disability insurance laws;





	 	(iii)	Hours of Service shall not be credited for a payment which solely reimburses an
Employee for medical or medically related expenses incurred by the Employee; and





	 	(iv)	A payment shall be deemed to be made by or due from the Company or a Subsidiary
regardless of whether such payment is made by or due from the Company or
Subsidiary directly, or indirectly through, among others, a trust, fund, or
insurer, to which the Company or Subsidiary contributes or pays premiums.





An
Employee for whom Hours of Service are not counted and recorded shall be
credited with 45 Hours of Service for each week for which such Employee is
credited with at least one Hour of Service.


The
rules for crediting Hours of Service set forth in Department of Labor Regulation
Section 2530.200b-2, as such may be amended from time to time, are hereby
incorporated by reference. The Administrative Committee shall determine Hours of
Service in accordance with such rules, presumptions and procedures, uniformly
applied on a non-discriminatory basis, as it shall adopt, consistent with such
regulations.


1.29
Investment Fund shall mean any of the investment funds established and
maintained under the Trust Fund pursuant to Section 4.3.


7


1.30
Non-Highly Compensated Employee shall mean, with respect to any Plan Year
beginning on or after January 1, 1997, an Employee of the Company or
an ERISA Affiliate who is not a Highly Compensated Employee.


1.31
Normal Retirement Age shall mean age 65.


1.32 Participant
shall mean an Eligible Employee who has commenced participation in the Plan as
provided in Article II or any other Employee or former Employee who has an
Account balance under the Plan.


1.33
Payroll Period shall mean, as to each Employment Unit, each period with
respect to which Compensation is paid to its Employees.


1.34
Period of Severance shall mean a period beginning on an Employee’s
Severance Date and ending on the first date on which the Employee again
completes an Hour of Service. In the case of an Employee who is absent from work
by reason of (i) the Employee’s pregnancy; (ii) the birth of a child of the
Employee; (iii) the placement of a child with the Employee for adoption by
the Employee; or (iv) the caring for such child immediately following such birth
or adoption, his/her Severance Date shall be the second 12-month anniversary of
the initial date of his/her absence.


1.35
Permanent Disability shall mean a Participant’s inability, by reason
of illness (physical or mental), accident or injury, to perform duties
comparable to those which he/she was assigned prior to his/her illness, accident
or injury, which inability is likely to be permanent or of indefinite duration,
as determined by the Administrative Committee on the basis of medical evidence
satisfactory to it.


1.36
Plan shall mean the SGC Savings Plan, as amended from time to time.


1.37 Plan
Year shall mean the calendar year.


1.38
Pre-Tax Contributions shall mean Employer contributions made on behalf of
a Participant pursuant to a Salary Deferral Agreement in accordance with Code
Section 401(k) and Section 3.1(a).


1.39
Pre-Tax Contribution Subaccount shall mean that portion of the Employer
and Matched Employee Contribution Account of a Participant representing his/her
Pre-Tax Contributions and any allocable income, expenses, gains, losses or
distributions.


1.40
Profit Sharing Plan shall mean the Supermarkets General Corporation
Profit Sharing Plan prior to its amendment and restatement effective as of
April 1, 1983.


1.41
Profit Sharing Subaccount shall mean that portion of the Employer and
Matched Employee Contribution Account of a Participant representing employer
contributions made to the Profit Sharing Plan on his/her behalf and any
allocable income, expenses, gains, losses or distributions.


8


1.42
Re-employment Commencement Date shall mean the first date, following a
Period of Severance or an Eligibility Break-in-Service, as applicable, on which
an Employee again completes an Hour of Service


1.43
Rollover Contribution shall mean a contribution to the Plan of all or a
portion of a distribution from a tax-qualified plan or an individual retirement
account or annuity funded solely by a distribution from a tax-qualified plan
which is eligible to be rolled over to the Plan under Code Section 402 or 408
and which is made in accordance with the requirements for a rollover
contribution of such Code Section and in accordance with Section 3.3.


1.44
Rollover Contribution Account shall mean the Account of a Participant
described in Section 4.2(c).


1.45
Salary Deferral Agreement shall mean an agreement between a Participant
and the Employer whereby the Participant elects, in the form and manner
designated by the Administrative Committee, to have his/her Compensation reduced
and the Employer agrees to contribute such amount to the Plan on behalf of the
Participant in a manner intended to satisfy the requirements of Code Section
401(k).


1.46
Severance Date shall mean the earlier of (i) the date of an
Employee’s Termination of Employment or death or (ii) the first anniversary
of the first date that the Employee was absent (with or without pay) for any
other reason, such as vacation, holiday, sickness, disability, leave of absence,
or layoff; provided, however, that a leave of absence for service in the armed
forces of the United States during which re-employment rights are protected by
law shall not be deemed a Severance Date unless the Employee fails to return
within the time prescribed by law.


1.47
Subsidiary shall mean (a) any corporation of which 50% or more of the
total combined voting power of all classes of stock entitled to vote is owned at
the time of reference, directly or indirectly, by the Company; (b) any
partnership or joint venture in which the Company or a subsidiary owns at least
50% interest in capital or profits, that the Administrative Committee designates
as a “Subsidiary” for purposes of this Plan; or (c) any ERISA
Affiliate.


1.48
Surviving Spouse shall mean the person, if any, married to a Participant
on the date of the Participant’s death.


1.49
Termination of Employment shall mean any voluntary or involuntary
termination of employment from the Company and its Subsidiaries. A transfer
between employment by the Company and employment by a Subsidiary, or between
employment by Subsidiaries, shall not be deemed a Termination of Employment. A
leave of absence authorized by the Company or a Subsidiary or a leave of absence
for service in the armed forces of the United States during which re-employment
rights are protected by law shall not be deemed a Termination of Employment
unless the Employee fails to return immediately following the end of such
absence or, in the case of a military service absence, within the time
prescribed by law.


1.50
Trust Agreement shall mean the agreement by and between the Company and
the Trustee under which this Plan is funded, as such agreement may be amended
from time to time.


9


1.51
Trust Fund shall mean the fund created by the Trust Agreement to which
contributions shall be made and from which payments and distributions shall be
made under the Plan.


1.52
Trustee shall mean the trustee or trustees from time to time appointed by
the Company to hold and administer the Trust Fund.


1.53
Valuation Date shall mean the last day of each month and each other date
as may be specified by the Administrative Committee.


1.54
Vesting Service shall mean, subject to Section 5.2, the period or
periods of service (whether or not continuous) commencing on an Employee’s
Employment Commencement Date or Re-employment Commencement Date, as applicable,
and ending on the Employee’s next following Severance Date. If an Employee
is rehired within 12 months of a Termination of Employment (or, if he/she
terminated Employment while absent from service, within 12 months of his/her
initial date of absence), the Employee’s Period of Severance shall be
included as Vesting Service.


10


ARTICLE II
ELIGIBILITY


2.1
Eligibility.


(a) Each
Eligible Employee who was a Participant in the Plan immediately prior to
January 1, 2001, shall continue to participate in this Plan.


(b)
Each Eligible Employee who is not a Participant under subsection (a) above shall
be eligible to become a Participant, in accordance with Section 2.2, on any date
following his/her completion of one Eligibility Year of Service and attainment
of age 21.


(c)
Any Employee who is not an Eligible Employee, but who has satisfied the
eligibility requirements of this Section 2.1 shall be immediately eligible to
participate in this Plan upon becoming an Eligible Employee.


2.2
Participation. Every Eligible Employee who satisfies the eligibility
requirements of Section 2.1 may become a Participant as of any date he/she
elects in the form and manner prescribed by the Administrative Committee
provided he/she has provided all information and made all elections, including a
valid direction as to the investment of his/her contributions, as may be
required by the Administrative Committee.


2.3
Nonparticipating Employment Units. Notwithstanding Sections 2.1 and 2.2,
the Company may, in its discretion, determine that Employees at one or more
specified Employment Units shall not be eligible to participate in the Plan.


2.4
Employment Transfers.


(a) If
an Employee of a Subsidiary which is not an Employer or an Employee employed in
an ineligible employment position with an Employer is transferred to employment
as an Eligible Employee, then his/her prior service with an Employer or a
Subsidiary shall be taken into account for purposes of determining his/her
Eligibility Years of Service and Vesting Service.


(b)
If a Participant is transferred from employment as an Eligible Employee to a
Subsidiary which is not an Employer or an ineligible employment position with an
Employer, all contributions by or on behalf of the Participant shall cease as
soon as administratively practicable following the date of the
Participant’s transfer. However, the Participant’s service with an
Employer or a Subsidiary subsequent to such transfer shall be taken into account
for purposes of determining his/her Vesting Service.


2.5
Re-employment. If a Participant, or an Eligible Employee who has met the
requirements for participation under this Article II but whose employment
terminated prior to his/her becoming a Participant, is rehired as an Eligible
Employee, he/she shall be eligible to participate in the Plan as of the date
he/she returns to work if (a) he/she had previously acquired a nonforfeitable
right to any portion of his/her Employer Matching Contribution Subaccount or
Profit Sharing Subaccount, or (b) his/her number of one year Eligibility
Breaks-in-Service was less than or equal to the greater of (i) 5 years or (ii)
his/her Eligibility Years of Service prior to his/her Eligibility
Break-in-Service. Otherwise, he/she shall be treated as a new Employee and shall
be eligible to participate in this Plan only upon satisfying the requirements
set forth in Sections 2.1(b) and 2.2.


11


ARTICLE III
CONTRIBUTIONS


3.1
Employer Contributions. For each Plan Year, each Employer shall
contribute to the Trust, subject to Sections 3.4 through 3.14, for all
Participants who are its Employees, an amount equal to the aggregate of the
following:


(a)
Pre-Tax Contributions. An Employer shall contribute on behalf of a
Participant, with respect to each Payroll Period, as Pre-Tax Contributions, the
amount, up to a maximum of 20% of Compensation (or such other amount as the
Administrative Committee may designate in its discretion) for such Payroll
Period, by which such Participant’s Compensation has been reduced for the
Payroll Period pursuant to a Salary Deferral Agreement.


(b)
Employer Matching Contributions. An Employer shall contribute on behalf
of a Participant, with respect to each Payroll Period, as Employer Matching
Contributions, the sum of (i) 100% percent of the first 1% of Compensation
contributed as Pre-Tax Contributions or After-Tax Contributions on behalf of
such Participant for the Payroll Period and (ii) 50% percent of the next 5% of
Compensation contributed as Pre-Tax Contributions or After-Tax Contributions on
behalf of such Participant for the Payroll Period. Employer Matching
Contributions shall not be made with respect to the amount of a
Participant’s Pre-Tax Contributions and After-Tax Contributions in excess
of 6% of Compensation for any Payroll Period. Employer Matching Contributions
shall be made with respect to Pre-Tax Contributions before they are made with
respect to After-Tax Contributions. No Employer Matching Contributions shall be
made with respect to Rollover Contributions.


3.2
After-Tax Contributions. Subject to the provisions of Sections 3.4 and
3.8 through 3.14, a Participant may make after-tax contributions under this
Plan, with respect to each Payroll Period, up to a maximum of 20% of
Compensation (or such other amount as the Administrative Committee may designate
in its discretion) for such Payroll Period; provided that the maximum amount of
After-Tax Contributions permitted for a Participant for any Payroll Period shall
be reduced by the amount of any Pre-Tax Contributions made on such
Participant’s behalf for such Payroll Period pursuant to Section 3.1(a).


3.3
Rollover Contributions. Subject to such rules and procedures as the
Administrative Committee may establish, an Eligible Employee who has met the
eligibility requirements of Section 2.1 may make a Rollover Contribution to the
Plan. Any such contribution must be made in cash or such other property as may
be acceptable to the Administrative Committee. The Administrative Committee may
condition acceptance of a contribution intended to be a Rollover Contribution
upon receipt of such documents or other evidence as it may require to determine
whether the contribution qualifies as a Rollover Contribution. In the event that
an Employee makes a contribution intended to be a Rollover Contribution but
which the Administrative Committee later determines did not qualify as a
Rollover Contribution, such contribution, adjusted for any earnings or losses
thereon, shall be distributed to the Employee as soon as practicable after such
determination is made.


12


3.4
Time of Payment. Pre-Tax Contributions and After-Tax Contributions shall
be paid to the Trustee as soon as practicable after the applicable Payroll
Period with reference to which such contributions are made. Employer Matching
Contributions shall be paid to the Trustee as soon as practicable but in any
event no later than the date (including extensions) for filing the
Employer’s federal income tax return for the taxable year with or within
which such Plan Year ends.


3.5
Rules Applicable to Pre-Tax and After-Tax Contributions. Pre-Tax
Contributions and After-Tax Contributions shall be permitted only upon such
terms which, in the judgment of the Administrative Committee, will permit the
Plan to satisfy the requirements of Code Sections 401(k) and 401(m), as the case
may be. A Participant’s election to make Pre-Tax Contributions or After-Tax
Contributions may only be made in whole percentages of Compensation. A
Participant shall be permitted to change the percentage of his/her Compensation
to be contributed as Pre-Tax Contributions or After-Tax Contributions, or to
stop such contributions, at any time during the Plan Year, subject to such rules
and procedures as may be established by the Administrative Committee.
Contributions by or on behalf of a Participant shall automatically stop if such
Participant ceases to be an Eligible Employee. In the event a Participant’s
Pre-Tax Contributions for any year are suspended or limited as a result of the
dollar limit of Code Section 402(g), they shall automatically be
recharacterized as After-Tax Contributions (in accordance with such rules and
procedures as may be established by the Administrative Committee) for the
remainder of the year. In no event may a Participant contribute more than 20% of
his/her Compensation (or such other amount as the Administrative Committee may
designate in its discretion) for any applicable Payroll Period.


3.6
Profits Not Required. All Employer contributions under the Plan
(including Pre-Tax Contributions) may be made without regard to the
Employer’s current or accumulated earnings or profits. The Plan shall,
however, be designated as a profit sharing plan for purposes of the Code.


3.7
Contributions Conditioned. All Employer contributions under the Plan
(including Pre-Tax Contributions) are hereby made on the condition that they are
currently deductible under Code Section 404; provided, however, that no
contributions shall be returned to the Employer, except as provided in
Section 3.16.


3.8
Special 401(k) and 401(m) Definitions. As used in Sections 3.8 through
3.11, each of the following terms shall have the meaning for that term set forth
in this Section 3.8:


(a)
Actual Deferral Percentage means the ratio (expressed as a percentage) of
Pre-Tax Contributions on behalf of an Eligible Participant for the Plan Year to
the Eligible Participant’s Testing Compensation for that portion of the
Plan Year during which he/she was an Eligible Participant. For this purpose,
Pre-Tax Contributions shall not be taken into account to the extent
(1) they are Excess Deferrals of a Non-Highly Compensated Employee made
under one or more plans of the Company and its ERISA Affiliates, or
(2) they are returned to the Participant as in excess of the limits of Code
Section 415. The determination and treatment of the Actual Deferral Percentage
of any Eligible Participant shall be made in accordance with Code Section
401(k).


13


(b)
Average Actual Deferral Percentage means, for any group of Eligible
Participants, the average (expressed as a percentage calculated to the nearest
1/100th of 1%) of the Actual Deferral Percentages for each of the Eligible
Participants in that group.


(c)
Average Contribution Percentage means, for any group of Eligible
Participants, the average (expressed as percentage calculated to the nearest
1/100th of 1%) of the Contribution Percentages for each of the Eligible
Participants in that group.


(d)
Contribution Percentage means the ratio (expressed as a percentage) of
the After-Tax Contributions and Employer Matching Contributions on behalf of an
Eligible Participant for the Plan Year to the Eligible Participant’s
Testing Compensation for that portion of the Plan Year during which he/she was
an Eligible Participant. For this purpose, Employer Matching Contributions which
are forfeited because they relate to Excess Deferrals, Excess Contributions or
Excess Aggregate Contributions and contributions which are returned as in excess
of the Code Section 415 limits shall not be taken into account. The
determination and treatment of the Contribution Percentage of any Eligible
Participant shall be made in accordance with Code Section 401(m).


(e)
Eligible Participant means any Eligible Employee who has met the
eligibility requirements of Section 2.1 even if he/she has elected not to
contribute to the Plan. For purposes of determining Actual Deferral Percentages
and Contribution Percentages, an Eligible Employee on whose behalf contributions
could be made but for a suspension of, or limit on, contributions imposed by the
Administrative Committee, the terms of the Plan or Code Section 415 shall be
treated as an Eligible Participant.


(f)
Excess Aggregate Contributions means, with respect to any Plan Year, the
aggregate amount of After-Tax Contributions and Employer Matching Contributions
actually paid to the Trustee for the Plan Year on behalf of Highly Compensated
Employees in excess of the maximum amount of such contributions permitted under
the limitations of Section 3.10.1 (determined by reducing the Contribution
Percentages of Highly Compensated Employees beginning with the highest of such
percentages).


(g)
Excess Contributions means, with respect to any Plan Year, the aggregate
amount of Pre-Tax Contributions actually paid to the Trustee for the Plan Year
on behalf of Highly Compensated Employees in excess of the maximum amount of
such contributions permitted under the limitations of Section 3.9.2 (determined
by reducing the Actual Deferral Percentages of Highly Compensated Employees
beginning with the highest of such percentages).


(h)
Excess Deferrals means, with respect to any taxable year, the amount of a
Participant’s Pre-Tax Contributions in excess of the dollar limit set forth
in Section 3.9.1 or the amount of Pre-Tax Contributions that the Participant
allocates to this Plan pursuant to the claim procedure set forth in Section
3.9.3(b).


14


(i)
Testing Compensation means the total amount of a Participant’s
compensation from the Company and its ERISA Affiliates subject to Federal income
tax withholding, and amounts contributed to or under a plan or arrangement
maintained by the Company or an ERISA Affiliate under Code Section 125, 132(f)
or 401(k) pursuant to a salary reduction election made by the Participant,
subject to the adjusted dollar limitation of Code Section 401(a)(17) in effect
for the Plan Year.


3.9
Limitations on Pre-Tax Contributions.


	 	3.9.1
Code Section 402(g) Dollar Limit.






	 	The
total amount of a Participant’s Pre-Tax Contributions under this Plan and  elective
deferrals, within the meaning of Code Section 402(g), under  any other plan
maintained by the Company or an ERISA Affiliate for any taxable  year shall not exceed
the maximum amount permitted for such year under Code  Section 402(g).






	 	3.9.2
Average Actual Deferral Percentage Limit.






	 	(a)
Effective for any Plan Year beginning on or after January 1, 1997, the Average  Actual
Deferral Percentage for the Plan Year for Eligible Participants who are  Highly
Compensated Employees for the Plan Year must satisfy one of the following  tests:






	 	(i)
The Average Actual Deferral Percentage for the Plan Year for Eligible  Participants who
are Highly Compensated Employees for the Plan Year shall not  exceed the “Base
Average Actual Deferral Percentage” (as defined  below) multiplied by 1.25; or






	 	(ii)
The Average Actual Deferral Percentage for the Plan Year for Eligible  Participants who
are Highly Compensated Employees for the Plan Year shall not  exceed the Base Average
Actual Deferral Percentage multiplied by two (2),  provided that the Average Actual
Deferral Percentage for the Plan Year for  Eligible Participants who are Highly
Compensated Employees for the Plan Year  does not exceed the Base Average Actual Deferral
Percentage by more than two (2)  percentage points.






	 	The
“Base Average Actual Deferral Percentage” for any Plan Year shall be  the
Average Actual Deferral Percentage for the current Plan Year for Eligible  Participants
who are Non-Highly Compensated Employees for the current Plan Year  (i.e., the “current
year testing method” described in IRS Notice  98-1).






	 	(b)
For purposes of this Section 3.9.2, the Actual Deferral Percentage for any  Eligible
Participant who is a Highly Compensated Employee for the Plan Year and  who is eligible
to have elective contributions allocated to his/her account  under two or more plans or
arrangements described in Code Section 401(k) that  are maintained by the Company or an
ERISA Affiliate shall be determined as if  all such elective contributions were made
under a single arrangement. However,  plans or arrangements that are not permitted to be
aggregated under Code Section  401(k) shall not be aggregated for this purpose.






15


	 	(c)
In the event that this Plan is aggregated with one or more other plans in order  to
satisfy the requirements of Code Section 401(k), 401(a)(4) or 410(b), then  the Average
Actual Deferral Percentage Limit shall be applied by determining  Average Actual Deferral
Percentages as if all such plans were a single plan.






	 	(d)
Notwithstanding anything in this Section 3.9.2 to the contrary, the Average  Actual
Deferral Percentage Limit shall be applied in accordance with the  provisions of Code
Section 401(k)(3) and other applicable IRS guidance  (including, but not limited to,
provisions relating to the aggregation or  disaggregation of plans) which are
incorporated herein by reference.






	 	3.9.3
Distribution of Excess Deferrals.






	 	(a)
Notwithstanding any other provision of the Plan, Excess Deferrals for any  taxable year
and any allocable income or loss shall be distributed no later than  the April 15
following the close of the taxable year for which the  Participant’s Excess
Deferrals were contributed. The income or loss  allocable to Excess Deferrals shall be
determined by the Administrative  Committee in accordance with applicable regulations.






	 	(b)
A Participant may designate Pre-Tax Contributions as Excess Deferrals for a  taxable
year. Any such designation shall be made in the form and manner  prescribed by the
Administrative Committee; shall be made not later than  March 1 or such other date
as specified by the Administrative Committee;  shall specify the amount of the Participant’s
Excess Deferrals for the  preceding taxable year; and shall include a statement by the
Participant that if  such amount is not distributed, such amount, when added to amounts
deferred  under other plans or arrangements described in Code Sections 401(k),
408(k), 408(p)(2), 403(b), 457, or 501(c)(18) (whether or not maintained by the  Company
or an ERISA Affiliate), will exceed the limit imposed on the Participant  by Code Section
402(g) for the year in which the deferral occurred.






	 	(c)
The amount of a Participant’s Excess Deferrals for any taxable year shall  be
reduced by the amount of any Excess Contributions previously distributed to  the
Participant for the Plan Year beginning with or within the taxable year.






	 	(d)
Employer Matching Contributions related to Excess Deferrals, together with any  allocable
income or loss, shall be forfeited and applied in accordance with  Section 5.3. For this
purpose, Excess Deferrals shall be deemed attributable  first to unmatched Pre-Tax
Contributions.






	 	3.9.4
Distribution of Excess Contributions.






	 	(a)
Notwithstanding any other provision of the Plan, Excess Contributions for any  Plan Year
and any allocable income or loss shall be distributed to the Highly  Compensated
Employees to whom such Excess Contributions are allocable no later  than the last day of
the Plan Year following the Plan Year for which such  contributions were made. Effective
for Plan Years beginning on or after January  1, 1997, Excess Contributions shall be
allocated among Highly Compensated  Employees by reducing the Pre-Tax Contributions made
on behalf of the Highly  Compensated Employee with the greatest amount of Pre-Tax
Contributions for the  Plan Year as necessary by an amount that results in an amount of
Pre-Tax  Contributions that is not less than the amount of Pre-Tax Contributions of the
Highly Compensated Employee whose amount of Pre-Tax Contributions is next  highest. If
necessary, a series of such reductions shall be made until all of  the Excess
Contributions for the year have been allocated to Highly Compensated  Employees. The
income or loss allocable to Excess Contributions shall be  determined by the
Administrative Committee in accordance with applicable  regulations.






16


	 	(b)
The amount of a Participant’s Excess Contributions for any Plan Year shall  be
reduced by the amount of any Excess Deferrals previously distributed to the  Participant
for the taxable year ending with or within the Plan Year.






	 	(c)
Employer Matching Contributions related to Excess Contributions, together with  any
allocable income or loss, shall be forfeited and applied in accordance with  Section 5.3.
For this purpose, Excess Contributions shall be deemed attributable  first to unmatched
Pre-Tax Contributions.






	 	(d)
If distributions of Excess Contributions for any Plan Year are made in  accordance with
this Section 3.9.4, the Plan shall be treated as satisfying the  Average Actual Deferral
Percentage Limit under Section 3.9.2 above for such  year, regardless of whether the
Average Actual Deferral Percentage for the Plan  Year for Eligible Participants who are
Highly Compensated Employees for the Plan  Year would satisfy the Average Actual Deferral
Percentage Limit under Section  3.9.2 above if recalculated after such distributions.






3.10
Limitation on After-Tax Contributions and Employer Matching
Contributions.


	 	3.10.1
Average Contribution Percentage Limit.






	 	(a)
Effective for any Plan Year beginning on or after January 1, 1997, the Average
Contribution Percentage for the Plan Year for Eligible Participants who are  Highly
Compensated Employees for the Plan Year must satisfy one of the following  tests:






	 	(i)
The Average Contribution Percentage for the Plan Year for Eligible Participants  who are
Highly Compensated Employees for the Plan Year shall not exceed the  “Base Average
Contribution Percentage” (as defined below) multiplied  by 1.25; or






	 	(ii)
The Average Contribution Percentage for the Plan Year for Eligible Participants  who are
Highly Compensated Employees for the Plan Year shall not exceed the Base  Average
Contribution Percentage multiplied by two (2), provided that the Average  Contribution
Percentage for the Plan Year for Eligible Participants who are  Highly Compensated
Employees for the Plan Year does not exceed the Base Average  Contribution Percentage by
more than two (2) percentage points.






17


	 	The
“Base Average Contribution Percentage” for any Plan Year shall be the  Average
Contribution Percentage for the current Plan Year for Eligible  Participants who are
Non-Highly Compensated Employees for the current Plan Year  (i.e., the “current year
testing method” described in IRS Notice  98-1).






	 	(b)
For purposes of this Section 3.10.1, the Contribution Percentage for any  Eligible
Participant who is a Highly Compensated Employee for the Plan Year and  who is eligible
to receive employer matching contributions or to make after-tax  employee contributions
under one or more other plans described in Code 401(a)  that are maintained by the
Company or an ERISA Affiliate shall be determined as  if all such contributions were made
under a single plan. However, plans that are  not permitted to be aggregated under Code
Section 401(m) shall not be aggregated  for this purpose.






	 	(c)
In the event that this Plan is aggregated with one or more other plans in order  to
satisfy the requirements of Code Sections 401(m), 401(a)(4) or 410(b), then  the Average
Contribution Percentage Limit shall be applied by determining  Average Contribution
Percentages as if all such plans were a single plan.






	 	(d)
To the extent provided under Code Section 401(m), employees who are covered by a
collective bargaining agreement shall not be subject to the Average Contribution
Percentage Limit under 3.10.1(a) above and shall not be treated as Eligible  Participants
for purposes of applying such limit.






	 	(e)
Notwithstanding anything in this Section 3.10 to the contrary, the Average  Contribution
Percentage Limit shall be applied in accordance with the provisions  of Code Section
401(m)(2) and other applicable IRS guidance (including, but not  limited to, provisions
relating to the aggregation or disaggregation of plans)  which are incorporated herein by
reference.






	 	3.10.2
Distribution of Excess Aggregate Contributions.






	 	(a)
Notwithstanding any other provision of the Plan, Excess Aggregate Contributions  for any
Plan Year and any allocable income or loss shall be distributed to the  Highly
Compensated Employees to whom such Excess Aggregate Contributions are  allocable or, to
the extent not vested, forfeited no later than the last day of  the Plan Year following
the Plan Year for which such contributions were made.  Effective for Plan Years beginning
on or after January 1, 1997, Excess Aggregate  Contributions shall be allocated among
Highly Compensated Employees by reducing  the amount of After-Tax Contributions and
Employer Matching Contributions made  on behalf of the Highly Compensated Employee with
the greatest amount of such  contributions for the Plan Year as necessary by an amount
that results in an  amount of After-Tax Contributions and Employer Matching Contributions
that is  not less than the amount of After-Tax Contributions and Employer Matching
Contributions of the Highly Compensated Employee whose amount of After-Tax  Contributions
and Employer Matching Contributions is next highest. If necessary,  a series of such
reductions shall be made until all of the Excess Aggregate  Contributions for the year
have been allocated to Highly Compensated Employees.  A Participant’s Excess
Aggregate Contributions shall be allocated first  from After-Tax Unmatched Contributions,
then from After-Tax Matched  Contributions and related Employer Matching Contributions,
and then from  Employer Matching Contributions related to Pre-Tax Contributions. The
income or  loss allocable to Excess Aggregate Contributions shall be determined by the
Administrative Committee in accordance with applicable regulations. Forfeitures  of
Excess Aggregate Contributions shall be applied in accordance with Section  5.3.






18


	 	(b)
Excess Aggregate Contributions for any Plan Year shall be determined after the  amount of
Excess Deferrals and Excess Contributions for such year have been  determined.






	 	(c)
If distributions of Excess Aggregate Contributions for any Plan Year are made in
accordance with this Section 3.10.2, the Plan shall be treated as satisfying the  Average
Contribution Percentage Limit under 3.10.1 above for such year,  regardless of whether
the Average Contribution Percentage for the Plan Year for  Eligible Participants who are
Highly Compensated Employees for the Plan Year  would satisfy the Average Contribution
Percentage Limit under 3.10.1 above if  recalculated after such distributions.






3.11
Multiple Use Limit.


(a)
If for any Plan Year beginning on or after January 1, 1997, the Average Actual
Deferral Percentage (determined after the correction of Excess Deferrals and
Excess Contributions) for the Plan Year for Eligible Participants who are Highly
Compensated Employees for the Plan Year exceeds 125% of the “Base Average
Actual Deferral Percentage” (as defined below) and the Average Contribution
Percentage (determined after the correction of Excess Deferrals, Excess
Contribution and Excess Aggregate Contributions) for the Plan Year for Eligible
Participants who are Highly Compensated Employees for the Plan Year exceeds 125%
of the “Base Average Contribution Percentage” (as defined below), then
the sum of the Average Actual Deferral Percentage and the Average Contribution
Percentage (both determined after the correction of Excess Deferrals, Excess
Contributions and Excess Aggregate Contributions) for the Plan Year for Eligible
Participants who are Highly Compensated Employees for the Plan Year shall not
exceed the greater of the following:


	 	(i)
the sum of (A) 125% of the greater of the Base Average Actual Deferral  Percentage
or the Base Average Contribution Percentage and (B) 2 percentage  points plus the
lesser of the Base Average Actual Deferral Percentage or the  Base Average Contribution
Percentage (not to exceed 200% of the lesser of the  Base Average Actual Deferral
Percentage or the Base Average Contribution  Percentage); or






19


	 	(ii)
the sum of (A) 125% of the lesser of the Base Average Actual Deferral  Percentage or
the Base Average Contribution Percentage, and (B) 2  percentage points plus the
greater of the Base Average Actual Deferral  Percentage or the Base Average Contribution
Percentage (not to exceed 200% of  the greater of the Base Average Actual Deferral
Percentage or the Base Average  Contribution Percentage).






For
purposes of this Section 3.11, the “Base Average Actual Deferral
Percentage” shall have the meaning set forth in Section 3.9.2(a) and the
“Base Average Contribution Percentage” shall have the meaning set
forth in Section 3.10.1(a).


For
purposes of the Multiple Use Limit, if a corrective distribution of Excess
Contributions or Excess Aggregate Contributions has been made for any Plan Year,
then the Average Actual Deferral Percentage or the Average Contribution
Percentage, as applicable, for the Plan Year for Eligible Participants who are
Highly Compensated Employees for the Plan Year shall be deemed to be the largest
amount permitted under Code Section 401(k)(3) or 401(m)(2), as applicable.


(b)
Notwithstanding anything in this Plan to the contrary, if the Multiple Use Limit
is not met for any year, then After-Tax Contributions and Employer Matching
Contributions in excess of the maximum amount permitted by the Multiple Use
Limit shall be allocated among Eligible Participants who are Highly Compensated
Employees and either distributed or forfeited (as applicable) in accordance with
the rules applicable to Excess Aggregate Contributions under Section 3.10.


(c)
Notwithstanding anything in this Section 3.11 to the contrary, the Multiple Use
Limit shall be applied in accordance with the provisions of Code Section
401(m)(9)(A) and other applicable IRS guidance which are incorporated herein by
reference.


3.12
Code Section 415 Limit.


	 	3.12.1
Definitions. As used in this Section 3.12 and Section 3.13, each of the  following
terms shall have the meaning for that term set forth in this Section  3.12.1:






	 	(a)
Annual Additions shall mean all contributions (other than rollover  contributions
or trust-to-trust transfers), forfeitures, and other amounts  treated as “annual
additions” under Code Section 415(c)(2). Annual  Additions do not include Excess
Deferrals which are distributed by April 15 of  the year after the taxable year for which
they were made.






	 	(b)
ERISA Affiliate shall have the meaning set forth in Article I, except  that Code
Sections 414(b) and 414(c) shall be modified as provided in Code  Section 415(h).






	 	(c)
Limitation Compensation shall mean all remuneration as defined in  Treasury
Regulations Section 1.415-2(d)(2) and (3) actually paid or made  available to a
Participant by the Company or an ERISA Affiliate and, effective  for Limitation Years
beginning on or after January 1, 1998, any amounts  contributed by the Participant on a
pre-tax basis to or under a plan or  arrangement of the Company or an ERISA Affiliate
maintained under Code Section  125, 132(f) or 401(k).






20


	 	(d)
Limitation  Year shall mean the Plan Year.






	 	3.12.2
Code Section 415 Limit. The amount of Pre-Tax Contributions,  After-Tax
Contributions, Employer Matching Contributions and other Annual  Additions which are
allocated to a Participant’s Accounts for any  Limitation Year shall not exceed the
maximum amount permitted by Code  Section 415(c), the lesser of –






	 	(a)
the  adjusted dollar limit in effect for the Limitation Year under Code  Sections 415(c)(1)(A)
and 415(d), or






	 	(b)
25% of  the Participant’s Limitation Compensation for the Limitation Year.






If
a contribution that would otherwise be made to a Participant’s Accounts
would cause the Annual Additions on behalf of the Participant to exceed the
maximum amount permitted by Code Section 415(c) for the Participant for a
Limitation Year, the amount to be contributed will be reduced so that the total
Annual Additions on behalf of the Participant for the Limitation Year will equal
such maximum amount.


Prior
to determining a Participant’s actual Limitation Compensation for a
Limitation Year, the Administrative Committee may determine the maximum amount
permitted under Code Section 415(c) for the Participant for the Limitation Year
on the basis of a reasonable estimation of the Participant’s Limitation
Compensation for that Limitation Year. As soon as administratively feasible
after the end of a Limitation Year, the maximum amount permitted under Code
Section 415(c) for the Participant for the Limitation Year will be determined on
the basis of the Participant’s actual Limitation Compensation for the
Limitation Year.


This
Section 3.12 shall be applied in accordance with the provisions of Code Section
415 which are incorporated herein by reference.


	 	3.12.3
Other Code Section 415(c) Plans and Arrangements. If a Participant in  this Plan
is also covered by another qualified defined contribution plan, a  simplified employee
pension described in Code Section 408(k), or an account  described in Code Section
415(1)(2) or 419A(d), in each case, maintained by the  Company or an ERISA Affiliate, the
Annual Additions under all such plans or  arrangements for such Participant for any
Limitation Year shall not exceed the  maximum amount permitted for the Participant for
such year under Code Section  415(c). If a Participant’s total Annual Additions for
any Limitation Year  under this Plan and any such other plans or arrangements of the
Company and its  ERISA Affiliates would exceed the amount permitted under Code  Section 415(c),
then the Participant’s Annual Additions under this  Plan shall be reduced to the
extent necessary to comply with the limit of Code  Section 415(c) before Annual
Additions under such other plans or  arrangements are reduced.






	 	3.12.4
Excess Annual Additions. If as a result of excess forfeitures, a  reasonable error
in estimating a Participant’s Limitation Compensation, a  reasonable error in
determining the amount of Code Section 401(k) elective  contributions which may be made
with respect to any Participant under the limits  of Code Section 415, or because of
other facts and circumstances which the  Commissioner of Internal Revenue finds justify
the availability of this  Section 3.12.4, Annual Additions allocated to a
Participant exceed the  limitations of Code Section 415(c), then, notwithstanding
any other Plan  provision, the excess amounts shall be eliminated in the following order
to the  extent necessary to comply with Code Section 415(c):






21


	 	(a)
First, any After-Tax Unmatched Contributions for such Limitation Year, adjusted  for
allocable gain or loss, shall be reduced and returned to the Participant.






	 	(b)
Second, any unmatched Pre-Tax Contributions for such Limitation Year, adjusted  for
allocable gain or loss, shall be reduced and returned to the Participant.






	 	(c)
Third, any After-Tax Matched Contributions, adjusted for allocable gain or loss,  and
related Employer Matching Contributions for such Limitation Year shall be  reduced, and
such adjusted amount of After-Tax Matched Contributions shall be  distributed to the
Participant and such amount of Employer Matching  Contributions shall be held unallocated
in a suspense account and used to reduce  Employer Matching Contributions for the next
Limitation Year (and succeeding  Limitation Years, as necessary).






	 	(d)
Fourth, any matched Pre-Tax Contributions, adjusted for allocable gain or loss,  and
related Employer Matching Contributions for such Limitation Year shall be  reduced, and
such adjusted amount of Pre-Tax Contributions shall be distributed  to the Participant
and such amount of Employer Matching Contributions shall be  held unallocated in a
suspense account and used to reduce Employer Matching  Contributions for the next
Limitation Year (and succeeding Limitation Years, as  necessary).






3.13
Combined Plan Fraction. Prior to January 1, 2000, if a Participant in
this Plan is also covered by a defined benefit plan maintained by the Company or
an ERISA Affiliate and is subject to the Code Section 415(e) limit, then the
benefits payable under such defined benefit plan shall be reduced to the extent
necessary to comply with the limitations of Code Section 415(e). This Section
3.13 shall cease to apply effective January 1, 2000.


3.14
Adjustment by Administrative Committee. The Administrative Committee may,
as it deems appropriate, change the amount or percentage of, or suspend, a
Participant’s Pre-Tax Contributions and/or After-Tax Contributions at any
time in order to insure that contributions by or on behalf of such Participant
or any group of Participants for any year will not exceed any applicable Code
limitations, including, without limitation, Code Sections 401(k), 401(m),
402(g), 401(a)(17) or 415, and that contributions will be currently deductible
under Code Section 404.


3.15
Top-Heavy Provisions.


	 	3.15.1
As used in this Section 3.15, each of the following terms shall have the meaning  for
that term set forth in this Section 3.15.1:






	 	(a)
Determination Date means the last day of the preceding Plan Year.






22


	 	(b)
Determination  Period means the Plan Year containing the Determination Date and
the four  preceding Plan Years.






	 	(c)
Key Employee means any Employee or former Employee (and the beneficiaries  of such
Employee) who at any time during the Determination Period was:






	 	(i)
an officer of the Company or an ERISA Affiliate having annual compensation  greater than
50% of the defined benefit dollar limitation in effect for such  year under Code Section
415(b)(1)(A) and 415(d),






	 	(ii)
an owner (or an individual considered an owner under Code Section 318) of one of  the ten
largest interests in the Company or an ERISA Affiliate if such  individual’s annual
compensation exceeds 100% of the defined contribution  dollar limitation in effect for
such year under Code Section 415(c)(1)(A) and  415(d),






	 	(iii)
a “5-percent owner” (as defined in Code Section 416(i)) of the Company  or an
ERISA Affiliate, or






	 	(iv)
a “1-percent owner” (as defined in Code Section 416(i)) of the Company  or an
ERISA Affiliate who has annual compensation in excess of $150,000.






The
determination of who is a Key Employee will be made in accordance with Code  Section
416(i)(1).


	 	(d)
Limitation Compensation means Limitation Compensation as defined in  Section
3.12.1(c), subject to Code Section 401(a)(17).






	 	(e)
Non-Key Employee means any Employee who is not a Key Employee.






	 	(f)
Permissive  Aggregation Group means the Required Aggregation Group of plans plus
any  other plan or plans of the Company or an ERISA Affiliate which, when considered  as
a group with the Required Aggregation Group, would continue to satisfy the  requirements
of Code Sections 401(a)(4) and 410.






	 	(g)
Required Aggregation Group means (i) each qualified plan of the Company  or an
ERISA Affiliate in which at least one Key Employee participates, and (ii)  any other
qualified plan of the Company or an ERISA Affiliate which enables a  plan described in
(i) to meet the requirements of Code Sections 401(a)(4)  and 410.






	 	(h)
Top-Heavy Plan means, for any Plan Year, the Plan if any of the following
conditions exists:






	 	(i)
If the Top-Heavy Ratio for the Plan exceeds sixty percent and the Plan is not  part of
any Required Aggregation Group or Permissive Aggregation Group.






23


	 	(ii)
If the Plan is a part of a Required Aggregation Group but not part of a  Permissive
Aggregation Group and the Top-Heavy Ratio for the Required  Aggregation Group exceeds
sixty percent.






	 	(iii)
If the Plan is a part of a Required Aggregation Group and part of a Permissive
Aggregation Group and the Top-Heavy Ratio for the Permissive Aggregation Group  exceeds
sixty percent.






Solely for
the purposes of determining whether the Plan, or any other plan included in a Required
Aggregation Group, is a Top-Heavy Plan, the accrued benefit of a Non-key Employee under a
defined benefit plan shall be determined (a) under the method, if any, that uniformly
applies for accrual purposes under all plans maintained by the Company or an ERISA
Affiliate or (b) if there is no such method, as if such benefit accrued not more rapidly
than the slowest accrual rate permitted under the fractional accrual rate set forth in
Code Section 411(b)(1)(C).


	 	(i)
Top-Heavy Ratio means, for the Plan alone, or for the Required or  Permissive
Aggregation Group, as appropriate, either (i) or (ii) below:






	 	(i)
If the Company and its ERISA Affiliates have never maintained any defined  benefit plan
which during the five (5) year period ending on the Determination  Date has or has had
accrued benefits, the Top-Heavy Ratio is a fraction, the  numerator of which is the sum
of the account balances of all Key Employees as of  the Determination Date (including any
part of any account balance distributed in  the five (5) year period ending on the
Determination Date), and the denominator  is the sum of all account balances (including
any part of any account balance  distributed in the five (5) year period ending on the
Determination Date), in  each case computed in accordance with Code Section 416; provided,
however, that the numerator and denominator of the Top-Heavy Ratio shall  be
adjusted to reflect any contribution not actually made as of the  Determination Date, but
which is required to be taken into account on that date  under Code Section 416.






	 	(ii)
If the Company or an ERISA Affiliate maintains or has maintained one or more  defined
benefit plans which during the five (5) year period ending on the  Determination Date has
or has had any accrued benefits, the Top-Heavy Ratio is a  fraction, the numerator of
which is the sum of the account balances under the  aggregated defined contribution plans
for all Key Employees, determined in  accordance with (i) above, plus the present value
of accrued benefits under the  aggregated defined benefit plans for all Key Employees as
of the Determination  Date and the denominator of which is the sum of the account
balances under the  aggregate defined contribution plans for all Participants, determined
in  accordance with (i) above, plus the present value of accrued benefits under the
defined benefit plans for all such Participants as of the Determination Date,  all
determined in accordance with Code Section 416; provided,  however, that
both the numerator and denominator of the Top-Heavy Ratio  shall be adjusted for any
distribution of any accrued benefit under a defined  benefit plan made in the five (5)
year period ending on the Determination Date.






24


	 	(iii)
For purposes of determining the Top-Heavy Ratio, the value of account balances  will be
determined as of the most recent Top-Heavy Valuation Date that falls  within or ends with
the twelve (12) month period ending on the Determination  Date, except as provided in
Code Section for the first and second plan years of  a defined benefit plan. The account
balances of any Participant (a) who is not a  Key Employee, but who was a Key Employee in
a prior year or (b) who has not  received any Compensation from the Company or an ERISA
Affiliate at any time  during the five-year period ending on the Determination Date, will
be  disregarded. The calculation of the Top-Heavy Ratio, and the extent to which
distributions, rollovers and transfers are taken into account will be made in  accordance
with Code Section 416. When aggregating plans, the value of account  balances will be
calculated with reference to the Determination Dates that fall  within the same calendar
year.






	 	(j)
Top-Heavy Valuation Date means the date as of which account balances, or  accrued
benefits, are valued to calculate the Top-Heavy Ratio.






	 	3.15.2
If the Plan is a Top-Heavy Plan for any Plan Year, then notwithstanding any Plan
provision to the contrary, it shall be subject to the rules set forth in the  balance of
this Section 3.15 for such Plan Year.






	 	3.15.3
(a) Except as provided in Section 3.15.3(b), and except if any other  defined
contribution plan or defined benefit plan of the Company or an ERISA  Affiliate provides
the required minimum benefit to the Participant, for any Plan  Year in which the Plan is
a Top-Heavy Plan, employer contributions (other than  elective deferrals and matching
contributions) and forfeitures allocated to the  account of a Participant who is not a
Key Employee (whether or not such  Participant has completed 1,000 Hours of Service in
that Plan Year) in respect  of that Plan Year shall not be less than the lesser of:






	 	(i)
three percent of such Participant’s Limitation Compensation, or






	 	(ii)
the largest percentage of contributions and forfeitures, as a percentage of  Limitation
Compensation, allocated to the Accounts of any Key Employee for that  year.






	 	(b)
The provision in (a) above shall not apply to any Participant who was not  employed by
the Company or an ERISA Affiliate on the last day of the Plan Year.






	 	3.15.4
In the event that any provision of this Section 3.15 is no longer required to
qualify the Plan under the Code, then such provision shall thereupon be void without the
necessity of further amendment of the Plan.






	 	3.15.5
The provisions of Sections 3.15.2 through 3.15.4 above shall not apply with respect  to
any employee included in a unit of employees covered by a collective bargaining
agreement unless the application of such Sections has been agreed upon with such  unit’s
collective bargaining representative.






25


3.16  Return
of Employer Contributions under Special Circumstances.


Notwithstanding
any provision of this Plan to the contrary, upon timely demand by an Employer to
the Trustee:


(a)  Any
contribution made by the Employer to the Plan under a mistake of fact shall  be  returned
to the Employer by the Trustee within one year after the payment of  the  contribution;
and


(b)  Any
contribution made by the Employer to the Plan shall be returned to the  Employer  within
one year after a current deduction for the contribution under  Code Section 404 is
disallowed by the Internal Revenue Service, but only to the  extent disallowed.


26


ARTICLE IV
TRUST FUND, ACCOUNTS AND INVESTMENT FUNDS


4.1
Trust Fund. The Company shall appoint a Trustee to hold and administer the Trust Fund and shall
enter into a Trust Agreement with the Trustee. The Trustee shall have such
powers and duties as are set forth in the Trust Agreement.


4.2
Participant Accounts. There shall established and maintained for each Participant the following
Accounts setting forth his/her interest in the Trust Fund:


(a)  An
Employer and Matched Employee Contribution Account, consisting of the  Participant’s
Pre-Tax Contribution Subaccount, Employer Matching  Contribution Subaccount, After-Tax
Matched Contribution Subaccount, and Profit  Sharing Subaccount, if any.


(b)  An
After-Tax Unmatched Contribution Account representing the Participant’s  After-Tax
Unmatched Contributions and his/her after-tax contributions made to  the Profit  Sharing
Plan and any allocable income, expenses, gains, losses, or  distributions.


(c)  A
Rollover Contribution Account representing the Participant’s Rollover  Contributions
and any allocable income, expenses, gains, losses, or  distributions.


4.3  Investment
Funds.


(a)  There
shall be established and maintained under the Trust Fund for the investment of  Accounts
such Investment Funds as the Administrative Committee may, in its  discretion,  designate
from time to time.


(b)
Subject to such rules and procedures as may be established by the Administrative
Committee, a Participant may (i) designate or change the portion of his/her
contributions to be invested in each Investment Fund and/or (ii) transfer all or  a
portion of the balance of his/her Accounts invested in any Investment Fund to  another
Investment Fund. Any such election shall remain in effect until changed  by the
Participant in accordance with such rules and procedures as may be  established by the
Administrative Committee. If a Participant fails to make an  initial investment direction
for the investment of his/her contributions under  the Plan, his/her contributions shall
be invested in the Investment Fund or  Funds designated for such purpose by the
Administrative Committee until the  Participant elects to change the investment of
his/her future contributions  and/or transfer the balance of his/her Accounts in
accordance with such rules  and procedures as may be established by the Administrative
Committee.


(c)  Each
Participant shall be solely responsible for the investment of his/her  Accounts  among
the Investment Funds. The Administrative Committee shall have no  duty to provide
investment advice to Participants or to monitor Participant  investment elections.


27


4.4  Valuation
and Allocation of Gain or Loss. As of each Valuation Date, the  Trustee shall
determine the fair market value of the assets held in each  Investment Fund and the
amount of liabilities thereof. Based on such valuation,  there shall be determined for
each Investment Fund, as of each Valuation Date,  the net amount of income, expenses,
gains and losses, both realized and  unrealized, since the preceding Valuation Date (the
“net gain or  loss”). The Administrative Committee shall apportion the net gain
or loss  of each Investment Fund to the Accounts of each Participant (whether vested or
non-vested) as of each Valuation Date.


4.5  Correction
of Error. The Administrative Committee may, in its discretion,  adjust the Accounts
of any or all Participants in order to correct errors or  rectify omissions.


4.6  Allocation
Shall Not Vest Title in any Participant. The fact that  allocation is made and
amounts credited to the Accounts of a Participant shall  not vest in such Participant any
right, title, or interest in and to any assets  except at the time or times and upon the
terms and conditions expressly set  forth in this Plan, nor shall the Trustee be required
to segregate physically  the assets of the Fund by reason thereof.


4.7  Statement
of Accounts. As soon as practicable after the end of each Plan  Year, and at such
other times as the Administrative Committee may determine, the  Administrative Committee
shall distribute to each Participant a statement  showing his/her interest in the Plan.


4.8  Allocation
of Distributions. Any distribution from a Participant’s  Account shall be
allocated among the Investment Funds in proportion to the  Participant’s respective
interest of such Account in each such Investment  Fund.


28


ARTICLE V
VESTING AND FORFEITURES


5.1  Vesting.
A Participant’s vested interest in his/her Account balances  shall be determined as
follows:


(a)  A
Participant shall at all times have a fully vested and nonforfeitable interest  in
his/her Pre-Tax Contribution Subaccount, After-Tax Matched Contribution  Subaccount,
After-Tax Unmatched Contribution Account, Profit Sharing Subaccount,  and Rollover
Contribution Account.


(b)  A
Participant’s interest in his/her Employer Matching Contribution  Subaccount shall
be fully vested and nonforfeitable if he/she (i) is an Employee  of the Company or a
Subsidiary on or after Normal Retirement Age, (ii) dies  while an Employee of the Company
or a Subsidiary, (iii) terminates employment  with the Company and its Subsidiaries by
reason of early retirement under the  SGC Pension Plan, (iv) has been determined by the
Administrative Committee to  have incurred a Permanent Disability while an Employee of
the Company or a  Subsidiary, or (v) was a Participant in the Plan as of April 1, 1983.
The portion of the Employer Matching Contribution Subaccount of any other  Participant
which is vested shall be determined by the Participant’s number  of completed years
of Vesting Service as follows:


	Completed Years of
Vesting Service	 	Vested Percentage
	 
	5 or more	 	100 percent
	 
	4	 	75 percent
	 
	3	 	50 percent
	 
	2	 	25 percent
	 
	Less than 2	 	0 percent





5.2
Vesting Service. For purposes of determining vesting under Section 5.1,
all of a Participant’s Vesting Service shall be counted; provided, however,
that if the Participant (a) incurred a Period of Severance equal to or greater
than the greater of (i) five years or (ii) his/her Vesting Service prior to
his/her Period of Severance and (b) had no vested right in his/her Employer
Matching Contribution Subaccount or Profit Sharing Subaccount, all of his/her
Vesting Service prior to such Period of Severance shall be disregarded.


5.3
Forfeitures. The non-vested portion of the Employer Matching Contribution
Subaccount of a Participant who has terminated employment with the Company and
its Subsidiaries shall be forfeited upon the earlier of (1) the date the
Participant receives a distribution of the vested portion of his/her Employer
Matching Contribution Subaccount under Section 7.1, and (2) the date the
Participant incurs a Period of Severance of at least five consecutive years. For
this purpose, a Participant who terminates employment with the Company and its
Subsidiaries at a time when he/she has no vested interest in his/her Employer
Matching Contribution Subaccount (and thus is not entitled to receive a
distribution from his/her Employer Matching Contribution Subaccount) shall be
deemed to have received a complete distribution of his/her interest in his/her
Employer Matching Contribution Subaccount upon Termination of Employment.
Forfeitures under the Plan shall be used first to restore account balances under
Sections 5.4 and 10.12, and then to reduce Employer Matching Contributions for
the Plan Year in which such forfeiture occurs, and, to the extent necessary, for
succeeding Plan Years.


29


5.4
Rehired Participants.


(a) In
the event that a Participant who has had a Termination of Employment is rehired
by the Company or a Subsidiary prior to incurring a Period of Severance of at
least five consecutive years, any non-vested portion of such Participant’s
Employer Matching Contribution Subaccount which was forfeited shall be restored
to such Subaccount (without adjustment for gains or losses). Any amount required
to be restored pursuant to this Section 5.4(a) shall be paid first from any
forfeitures and then by an additional Employer contribution.


(b)
If a Participant described in subsection (a) above had a partially (but not
fully) vested interest in his/her Employer Matching Contribution Subaccount at
the time of his/her Termination of Employment, the Participant’s vested
portion of his/her Employer Matching Contribution Subaccount at any subsequent
time shall be the amount determined by the formula:


P(A+D) - D


where P is  the Participant’s
vested percentage at such time determined without regard to this  Section 5.4(b); A is
the amount in the Participant’s Employer Matching Contribution  Subaccount at such
time; and D is the amount of the prior distribution from the  Participant’s Employer
Matching Contribution Subaccount.


(c)
If a Participant was partially (but not fully) vested in his/her Employer
Matching Contribution Subaccount upon a Termination of Employment and is rehired
by the Company or a Subsidiary after incurring a Period of Severance of at least
five consecutive years but before receiving a distribution of the vested portion
of his/her Employer Matching Contribution Subaccount, then a separate Employer
Matching Contribution Subaccount A shall be established with respect to amounts
attributable to Employer Matching Contributions made on his/her behalf before
his/her re-employment and an Employer Matching Contribution Subaccount B shall
be established with respect to any Employer Matching Contributions made on
his/her behalf after his/her re-employment. Vesting Service after such
re-employment shall be disregarded in determining the Participant’s vested
portion of his/her Employer Matching Contribution Subaccount A.


5.5
In-Service Distributions. In the event that a Participant receives an
in-service distribution from his/her Employer Matching Contribution Subaccount
under Article VI at a time when he/she is partially (but not fully) vested in
such Subaccount, then the vested portion of the Participant’s Employer
Matching Contribution Subaccount at any subsequent time shall be determined in
accordance with the formula set forth in Section 5.4(b) above.


30


5.6
Effect of Discharge for Cause. Notwithstanding any other provision of
this Article V, if any Participant’s employment shall be terminated prior
to Normal Retirement Age for fraud, dishonesty or disclosure of trade secrets or
of confidential information (hereinafter, “for cause”), and such
Participant has fewer than five complete years of Vesting Service, all amounts
in his/her Profit Sharing Subaccount and Employer Matching Contribution
Subaccount shall be forfeited, unless the Plan shall have previously terminated
with respect to such Participant as provided in Article IX; and the remaining
balance in his/her Accounts shall be paid to him/her in accordance with Section
7.1. The Employer shall have the full discretion to make such determination and
the judgment of the Employer in good faith as to the existence of such cause
shall be binding and conclusive on the discharged Participant and all others
concerned.


31


ARTICLE VI
IN-SERVICE DISTRIBUTIONS AND LOANS


6.1
Distributions from Employer and Matched Employee Contribution Accounts. A
distribution may be made from a Participant’s vested Employer and Matched
Employee Contribution Account only


(a)
upon such Participant’s Termination of Employment or death, in accordance
with the provisions of Article VII; or


(b)
in the event of Hardship, in accordance with the provisions of Section 6.2; or


(c) upon
or after attainment of age 59-1/2, in accordance with the provisions of Section
6.3.


6.2
Distribution in the Event of Hardship. Prior to his/her Termination of
Employment or within 30 days after his/her Termination of Employment and subject
to such rules and procedures as the Administrative Committee may prescribe, a
Participant may request that all or a portion of the vested balance in his/her
Accounts (excluding all earnings on the Participant’s Pre-Tax Contributions
earned after December 31, 1988) be distributed to him/her on the basis of
Hardship. A Hardship distribution request shall include such documentation in
support of the Participant’s request as the Administrative Committee may
require, and shall be granted only to the extent that the Administrative
Committee determines the distribution is permitted by Sections 6.2.1. through
6.2.3 below. Any such distribution shall be made in cash as soon as practicable
following approval of the Participant’s request.


	 	6.2.1
A Hardship distribution shall be permitted only on account of:






	 	(a)
Payment of tuition and related educational fees, and room and board for the next
semester or quarter of post-secondary education for the Participant, his/her  spouse,
children or dependents;






	 	(b)
Uninsured medical expenses which are not reimbursed and which are described in  Code
Section 213 incurred by the Participant and Participant’s dependents;






	 	(c)
Funeral expenses of a family member of the Participant;






	 	(d)
Avoidance  of filing of a bankruptcy petition by or against the Participant;






	 	(e)
Uninsured casualty or property damage incurred by the Participant;






	 	(f)
Loss  of a Participant’s household income or the household income of a  Participant’s
spouse or head-of-household;






	 	(g)
Acquisition (excluding mortgage payments) or necessary expansion, rehabilitation  or
improvement of the principal residence of the Participant;






32


	 	(h)
The need to prevent the eviction of the Participant from his/her principal  residence or
foreclosure on the Participant’s principal residence;






	 	(i)
Payment of taxes owed and sought pursuant to a notice of deficiency (or a  proposed
notice of deficiency that the Participant will not contest) from a  state, federal or
local taxing authority;






	 	(j)
The Participant’s purchase of an automobile (provided that the amount of  the
distribution in such event shall not exceed $15,000), or repairs to the  Participant’s
automobile exceeding $500;






	 	(k)
Payment of attorneys fees incurred by the Participant attributable to separation  or
divorce from his/her spouse; or






	 	(l)
Payment of attorney fees incurred by the Participant attributable to any of the  above
Hardship distributions.






	 	6.2.2
A Hardship distribution shall be permitted only if the Participant represents to the
Administrative Committee in writing or such other form as may be approved by the
Administrative Committee (and the Administrative Committee has no knowledge to  the
contrary) that the Hardship cannot reasonably be relieved:






	 	(a)
Through reimbursement or compensation by insurance or otherwise;






	 	(b)
By  liquidation of the Participant’s assets, to the extent such liquidation  would
not itself cause an immediate and heavy financial hardship. For this  purpose, a
Participant’s assets shall be deemed to include the assets of  the Participant’s
spouse and children (other than property held for the  Participant’s children under
an irrevocable trust or the Uniform Gifts to  Minors Act) which are reasonably available
to the Participant;






	 	(c)
By cessation of contributions to the Plan; or






	 	(d)
By  other distributions or nontaxable loans from the Plan or other plans maintained  by
the Company or an ERISA Affiliate, or by borrowing from commercial sources on  reasonable
commercial terms.






In
addition, a Participant shall be required to take the maximum amount of any loan
available under the Plan (under Section 6.6) unless the effect of such loan
would be to increase the amount of the need. (For example, a Participant
requesting a Hardship distribution for the purchase of his/her principal
residence would not be required to take a Plan loan if the loan would disqualify
the Participant from obtaining other necessary financing.)


	 	6.2.3
A Participant may request to withdraw a specific dollar amount so long as such  amount
does not exceed the amount determined by the Administrative Committee to  be necessary to
satisfy (i) the Hardship expense (or, if less, the maximum  amount permitted by
Section 6.2.1), (ii) the amount of any additional tax  imposed by Code Section 72(t),
and (iii) the amount of any income  taxes which the Employer is required to withhold
from the amount of the  distribution. In no event shall the amount of a Participant’s
Hardship  distribution exceed the total vested amount available in his/her Accounts
(excluding all earnings on the Participant’s Pre-Tax Contributions earned  after
December 31, 1988).






33


	 	6.2.4
Distribution of a Participant’s interest in his/her Accounts to satisfy a  Hardship
shall be made in the following order: first his/her After-Tax Unmatched  Contribution
Account; then his/her Rollover Contribution Account; then his/her  After-Tax Matched
Contribution Subaccount; then his/her Profit Sharing  Subaccount; then his/her vested
Employer Matching Contribution Subaccount; and  then his/her Pre-Tax Contribution
Subaccount (excluding all earnings on Pre-Tax  Contributions earned after December 31,
1988).






6.3
Distribution Upon or After Attainment of Age 59-1/2. Prior to his/her
Termination of Employment and subject to such rules and procedures as the
Administrative Committee may prescribe, a Participant may elect that all or a
portion of the vested balance in his/her Accounts be distributed to him/her,
provided that he/she has attained age 59-1/2. Any such distribution shall be
made, in cash, as soon as practicable following such Participant’s request.
In no event shall the amount of such distribution exceed the total vested amount
available in his/her Accounts.


	 	6.3.1
Distribution of a Participant’s interest in his/her Accounts under this  Section 6.3
shall be made in the following order: first his/her After-Tax  Unmatched Contribution
Account; then his/her Rollover Contribution Account; then  his/her After-Tax Matched
Contribution Subaccount; then his/her Profit Sharing  Subaccount; then his/her vested
Employer Matching Contribution Subaccount; and  then his/her Pre-Tax Contribution
Subaccount.






6.4
Distribution of After-Tax Unmatched Contributions. Prior to his/her
Termination of Employment and subject to such rules and procedures as the
Administrative Committee may prescribe, a Participant may elect that all or a
portion of the balance in his/her After-Tax Unmatched Contribution Account be
distributed to him/her. A Participant may make such an election at any time. Any
such distribution shall be made, in cash, as soon as practicable following the
Participant’s request.


6.5
Distribution of Rollover Contributions. Prior to his/her Termination of
Employment and subject to such rules and procedures as the Administrative
Committee may prescribe, a Participant may elect that all or a portion of the
balance in his/her Rollover Contribution Account be distributed to him/her. A
Participant may make such an election at any time. Any such distribution shall
be made, in cash, as soon as practicable following the Participant’s
request.


6.6
Loans.


	 	6.6.1
A Participant or Beneficiary who is a “party in interest”, within the  meaning
of ERISA Section 3(14), with respect to the Plan (a  “Borrower”) may borrow
from his/her Accounts in accordance with the  provisions of this Section 6.6 and such
other written procedures as may be  established by the Administrative Committee from time
to time consistent with  the provisions of this Section 6.6, which procedures are
incorporated herein by  reference.






34


	 	6.6.2
Loans shall be made available on a reasonably equivalent basis, except that  reasonable
distinctions may be made based upon creditworthiness, other  obligations of the Borrower
and the ability to repay the loan through payroll  deductions. The Administrative
Committee may, in its discretion, reduce or  refuse a requested loan where it determines
that timely repayment of the loan is  not assured.






	 	6.6.3
Any Loan made from a Borrower’s Accounts in accordance with this Section  6.6 (a
“Loan”) must comply with the following conditions:






	 	(a)
The amount of the Loan may not exceed:






	 	(i)
$50,000,  reduced by the highest outstanding balance of all other loans of the Borrower
from the Plan or any other qualified retirement plan maintained by the Employer  or any
ERISA Affiliate during the one year period ending on the day before the  date on which
the Loan is made, or






	 	(ii)
50% of the vested portion of the Borrower’s Accounts.






	 	(b)
The Loan shall be evidenced by a promissory note in a form prescribed by the
Administrative Committee.






	 	(c)
The Loan shall be secured by a portion of the Borrower’s vested interest in  the
balance of his/her Accounts not exceeding the amount of the Loan.






	 	(d)
Interest shall be payable on the unpaid balance of the Loan at a rate determined  in
accordance with procedures established by the Administrative Committee.






	 	(e)
The term of the Loan shall not exceed 5 years.






	 	(f)
The  Loan, by its terms, shall require substantially level amortization of repayments  to
be made not less frequently than quarterly over the term of the Loan, except  that, in
accordance with procedures established by the Administrative Committee,  (i) repayment of
the Loan may be suspended for a period of up to one year in the  case of an Employee on a
leave of absence without pay or with pay at a rate  (after income and employment tax
withholding) insufficient to make Loan  repayments, (ii) the Loan may be prepaid in full,
and (iii) the Loan may be  accelerated in the event of default.






	 	6.6.4
Any Loan from the Plan shall be an investment of, and shall be charged solely  against,
the Accounts of the Borrower. Principal and interest payments with  respect to the Loan
shall be credited solely to the Accounts of the Borrower,  and any loss or expense
incurred with respect to a Borrower’s Loan shall be  charged solely against the
Borrower’s Accounts.






	 	6.6.5
Any distribution of a Participant’s Accounts following the  Participant’s
Termination of Employment or death shall be reduced by the  amount of any then
outstanding Loan balance, unless, in accordance with  procedures established by the
Administrative Committee, the entire unpaid  balance of the Loan is timely repaid.






35


	 	6.6.6
In the event of a default by a Participant, reduction of the outstanding balance  of a
Loan from his/her Accounts will not occur until there is a distributable  event under the
terms of the Plan.






6.7
Direct Rollovers. To the extent permitted under Section 7.3, a
Participant may elect to have all or a portion of any in-service distribution
payable to him/her under this Article VI which is an “eligible rollover
distribution” (as defined in Section 7.3) transferred directly to an
“eligible retirement plan” (as defined in Section 7.3).


36


ARTICLE VII
DISTRIBUTIONS
UPON
TERMINATION OF EMPLOYMENT OR DEATH


7.1
Distribution Upon Termination of Employment.


(a) Subject
to subsections (b) through (d) below, upon the Termination of Employment of a
Participant (other than by reason of death), he/she may elect to receive a lump
sum cash distribution of the entire vested balance of his/her Accounts at any
time prior to age 70, provided such election is made in the form and manner
prescribed by the Administrative Committee. If a Participant has not elected to
receive distribution of his/her entire vested Accounts prior to age 70, the
entire vested balance of his/her Accounts shall be distributed at age 70.


(b)
Notwithstanding any provision of this Article VII to the contrary, if the entire
vested balance of the Accounts of a Participant who has terminated employment
with the Company and its Subsidiaries does not exceed $5,000 as of a Cash Out
Valuation Date (and, effective with respect to distributions made prior to March
22, 1999, did not at the time of any prior distribution exceed the involuntary
cash out limit then in effect under the Plan in accordance with Code Section
411(a)(11)(A)), then such amount shall be distributed to the Participant in an
immediate lump sum cash payment.


(c)
Unless a Participant elects otherwise, distribution of the Participant’s
vested Accounts shall be made no later than the 60th day after the close of the
Plan Year in which the latest of the following events occurs:


	 	(i)
The attainment by the Participant of Normal Retirement Age;






	 	(ii)
The tenth anniversary of the year in which the Participant commenced  participation in
the Plan; or






	 	(iii)
The Participant’s Termination of Employment.






However,
in no event may a Participant who has terminated employment with the Company and
its Subsidiaries elect to defer distribution of his/her vested Accounts beyond
age 70.


(d)
Notwithstanding any provision of this Article VII to the contrary, in the event
a Participant who had terminated employment with the Company and its
Subsidiaries is rehired prior to distribution of the Participant’s
Accounts, no distribution shall be made to such Participant under this Section
7.1 until he/she subsequently terminates employment with the Company and its
Subsidiaries.


7.2
Distribution Upon Death.


(a) Upon
the death of a Participant while an Employee of the Company or a Subsidiary, the
entire balance of the Participant’s Accounts shall be paid to his/her
Beneficiary. Upon the death of a Participant who has terminated employment with
the Company and its Subsidiaries, the entire vested balance of the
Participant’s Accounts shall be paid to his/her Beneficiary and any
nonvested portion of the Participant’s Accounts shall be forfeited and
applied in accordance with Section 5.3.


37


(b)
Payment to the Beneficiary of a deceased Participant under this Section 7.2
shall be made in a lump sum cash payment as soon as practicable after the
Participant’s death or, if the Beneficiary so elects, as of any date not
later than five years after the Participant’s death. Notwithstanding the
preceding sentence, if the vested balance of a deceased Participant’s
Accounts does not exceed $5,000 as of a Cash Out Valuation Date, then such
amount shall be distributed to the Participant’s Beneficiary in an
immediate lump sum cash payment.


	 	(c)
(i) Subject to the spousal consent requirements of subsection (c)(ii) below, a
Participant may designate any person, persons, or entity as his/her Beneficiary.  Any
such designation must be filed with the Administrative Committee, in the  time and manner
designated by the Administrative Committee, in order to be  effective. Any such
designation of a Beneficiary may be revoked by filing a  later designation or an
instrument of revocation with the Administrative  Committee, in the time and manner
designated by the Administrative Committee. If  a Participant dies without a valid
Beneficiary designation or if the  Participant’s designated Beneficiary predeceases
the Participant, the  Participant’s Beneficiary shall be the Participant’s
Surviving Spouse  or, if the Participant has no Surviving Spouse, the Participant’s
estate.  For this purpose, if the Participant and any individual who is his/her
Beneficiary die simultaneously or if there is not sufficient evidence to  establish who
died first, the Participant shall be deemed to have survived such  Beneficiary.






	 	(ii)
Notwithstanding anything in subsection (c)(i) above to the contrary, the  Beneficiary of
a married Participant shall be such Participant’s Surviving  Spouse, unless the
Surviving Spouse has given his/her written consent to the  Participant’s designation
of someone other than the Surviving Spouse as  Beneficiary. Any such spousal consent
shall (1) be witnessed by a notary  public, (2) either (A) specifically
identify the Beneficiary or (B) permit  the designation of any Beneficiary by the
Participant (and the change of any  such designation without further spousal consent) and
acknowledge that the  spouse would otherwise have the right to limit consent to a
specific Beneficiary  and state that the spouse voluntarily relinquishes such right, and
(3) acknowledge the effect of the spouse’s consent to the designation  of
Beneficiary. Spousal consent shall not be required if the Participant  establishes to the
satisfaction of the Administrative Committee that such  consent may not be obtained
because his/her spouse cannot be located or such  other circumstances exist as the
Administrative Committee may, in accordance  with applicable regulations, deem
appropriate to waive the requirement of  spousal consent. Spousal consent, once given,
may only be revoked with the  written consent of the Participant.






38


7.3 Direct Rollovers


(a)
A Participant or a Beneficiary who is the Surviving Spouse of a Participant may
elect to have all or a portion of any amount payable to him/her from the Plan
which is an “eligible rollover distribution” (as defined in (b) below)
transferred directly to an “eligible retirement plan” (as defined in
(b) below). Any such election shall be made in accordance with such uniform
rules and procedures as the Administrative Committee may prescribe from time to
time as to the time and manner of the election in accordance with Code Section
401(a)(31).


(b)
For purposes of this Section 7.3:


“Eligible
rollover distribution” shall mean any distribution of all or any portion of
the balance to the credit of the distributee other than: (1) 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; (2) any distribution for
a specified period of ten years or more; (3) any distribution to the extent
such distribution is required under Code Section 401(a)(9); (4) the portion
of any distribution that is not includable in gross income; or (5) any hardship
distribution described in Code Section 401(k)(2)(B)(i)(IV) made on or after
January 1, 1999.


“Eligible
retirement plan” shall mean, with respect to a Participant, an
individual retirement account or annuity described in Code Section 408(a) or
408(b) (“IRA”); an annuity plan described in Code Section 403(a); or a
qualified plan described in Code Section 401(a), that accepts the
distributee’s eligible rollover distribution and, with respect to a
Surviving Spouse, shall mean an IRA.


7.4
Required Distributions.


(a) Notwithstanding
any provision in this Plan to the contrary, distribution of a Participant’s
Accounts shall be made in accordance with this Section 7.4 and Code Section
401(a)(9) and the regulations thereunder, including the minimum distribution
incidental benefit requirements of proposed Treasury regulation
Section 1.401(a)(9)-2 (or any successor regulation).


(b)
Effective January 1, 1999, if a Participant has attained age 70-1/2,
distribution of the vested portion of the Participant’s Accounts shall be
made or commence not later than the April 1 following the later of (i) the
calendar year in which the Participant attained age 70-1/2, or (ii) the calendar
year in which the Participant terminates employment with the Company and its
ERISA Affiliates; provided, however that clause (ii) shall not apply in the case
of a 5% owner (as defined in Code Section 401(a)(9)) of the Company or an ERISA
Affiliate. Any such distribution shall be made (in accordance with such uniform
rules and procedures as may be established by the Administrative Committee)
either in a single sum payment or over one of the following periods (or a
combination thereof): (a) the life of the Participant; (b) the joint lives
of the Participant and a designated Beneficiary; (c) a period certain not
extending beyond the life expectancy of the Participant; or (d) a period certain
not extending beyond the joint and last survivor life expectancy of the
Participant and a designated Beneficiary.


39


(c)
In the event of a Participant’s death, his/her entire remaining vested
Account balances shall be distributed as soon as practicable after his/her
death, but in no event later than the last day of the calendar year in which
occurs the fifth anniversary of the Participant’s death.


40


ARTICLE VIII
PLAN ADMINISTRATION


8.1
Administrative Committee.


(a) The
Plan will be administrated by the Administrative Committee consisting of at
least three persons who shall be appointed by the Company and may be removed by
the Company at its discretion. Unless the Company otherwise provides, any member
of the Administrative Committee who is an Employee of the Company or a
Subsidiary at the time of his/her designation will be considered to have
resigned from the Committee when no longer an Employee. In the event that a
vacancy or vacancies occur on the Administrative Committee, the remaining member
or members shall act as the Administrative Committee until the Company fills
such vacancy or vacancies. The members of the Administrative Committee shall
receive no compensation for their services rendered to or as members of the
Administrative Committee.


(b)
The Administrative Committee may act at a meeting or by telephone without a
meeting, at which a majority of its members are present at the meeting or
participate in the telephone call, by the vote of a majority of its members. The
Administrative Committee may also act by written action, without a meeting,
signed by a majority of its members. Where action is taken by the members of the
Administrative Committee by telephone without a meeting, such action shall be
confirmed in writing as soon as practicable thereafter.


(c)
The Administrative Committee may authorize in writing any person to execute any
document or documents on its behalf, and any interested person, upon receipt of
notice of such authorization directed to it, may thereafter accept and rely upon
any document executed by such authorized person until the Administrative
Committee shall deliver to such interested person a written revocation of such
authorization.


(d)
A member of the Administrative Committee who is also a Participant shall not
vote or act upon any matter relating solely to himself or herself.


(e)
The members of the Administrative Committee may elect one of their number as
Chairperson and one as Vice-Chairperson and may elect a Secretary who may, but
need not be, a member of the Administrative Committee. They may appoint from
their number such subcommittees, and may appoint such advisory committees (which
may include individuals not members of the Administrative Committee), as they
shall determine, and may authorize one or more of their number or any agent to
execute or deliver any instrument or instruments on their behalf.


8.2
Powers and Authority. In addition to such powers and authority as are
allocated to the Administrative Committee elsewhere in the Plan or in the Trust
Agreement, the Administrative Committee shall have such other powers and
authority as may be necessary or helpful for the administration of the Plan,
including, without limitation, the sole power and discretion:


41


(a)
To interpret and construe the provisions of the Plan and to decide any and all
matters that may arise hereunder, including, without limitation, the authority
to resolve any omissions, ambiguities or inconsistencies.


(b)
To decide all questions, including questions of fact, regarding eligibility to
participate in the Plan and entitlement to benefits under the Plan, and to
determine the amount, manner and timing of benefits under the Plan. The
Administrative Committee shall have full discretion to carry out its duties
hereunder and shall be the sole judge of the standard of proof required in any
case (including, but not limited to, questions as to disability, death or
hardship) and the application and interpretation of the terms of this Plan.


(c)
To promulgate such rules and procedures, to maintain or cause to be maintained
such records and to issue such forms as it shall deem necessary and proper for
the administration of the Plan.


(d)
Subject to the terms of the Plan, to determine the time and manner in which all
elections authorized by the Plan shall be made or revoked.


(e)
To determine the Compensation, Hours of Service, Eligibility Years of Service
and Vesting Service of any individual for all purposes of the Plan and to adopt
such relevant rules, presumptions and procedures consistent with Plan provisions
and permitted by applicable law as the Administrative Committee shall deem
appropriate, desirable or necessary to make such determinations.


(f)
To direct the Trustee with respect to the payments and distributions to be made
from the Trust Fund in accordance with the Plan.


(g)
To approve and enforce loans to Participants and Beneficiaries under Article VI.


(h) To
monitor the limitations of the Code on contributions under the Plan and to take
such action as it deems appropriate to assure that such limits are satisfied for
each year.


(i)
To establish a claims procedure in accordance with applicable law which shall
afford a reasonable opportunity to any Participant or Beneficiary whose claim
for benefits has been denied for a full and fair review of the decision denying
such claim. The decision of the Administrative Committee on the appeal of any
benefit claim shall be final and binding on all persons.


(j)
To direct that such amounts be withheld from any payment due under this Plan as
required to conform with applicable income tax law.


(k)
To determine whether any domestic relations order affecting the rights of a
Participant under the Plan is a “qualified domestic relations order”
under Code Section 414(p), to establish such written procedures as it shall deem
necessary or proper to determine the qualified status under Code Section 414(p)
of any such domestic relations order, and to administer distributions pursuant
to any domestic relations order which the Administrative Committee determines to
be a qualified domestic relations order within the meaning of Code Section
414(p).


42


It is specifically
intended that the Administrative Committee shall have the discretionary
authority to determine whether or not any person is entitled to benefits under
the Plan and the amount, manner and timing of any such benefits. The
Administrative Committee’s decisions or actions in good faith shall be
conclusive and binding upon all Participants, Employees and their Beneficiaries,
and any other persons claiming through or under them.


8.3
Limitation of Liability; Indemnity.


(a) Except
as otherwise provided by law, no person who is a member of the Administrative
Committee, or any employee, director or officer of an Employer or any
Subsidiary, shall incur any liability whatsoever on account of any matter
connected with or related to the Plan or the administration of the Plan, unless
such person shall have acted in bad faith or been guilty of willful misconduct
in respect of his/her duties, actions or omissions in respect of the Plan.


(b)
The Company shall indemnify and save harmless each member of the Administrative
Committee, and each employee, director or officer of any Employer who is a
“fiduciary” under the Plan within the meaning of ERISA, or who serves
in any other capacity under the Plan, from and against any and all loss,
liability, claim, damage, cost and expense (including, but not limited to, all
expenses reasonably incurred in investigating, preparing or defending against
any litigation, commenced or threatened, or in settlement of any such claim),
and liability arising from any act or failure to act arising out of or connected
with his/her service in such fiduciary or other capacity to the fullest extent
permitted under the Certificate of Incorporation and By-Laws of the Company.


8.4
Counsel and Agents. The Administrative Committee may employ such counsel
(including legal counsel, who may be counsel for the Company or any Subsidiary),
accountants, investment advisors, consultants, physicians, agents and such
clerical, medical and other services as it may require in carrying out the
provisions of the Plan, and shall charge the fees, charges and costs resulting
from such employment as an expense of the Trust Fund unless paid by the
Employer. Unless otherwise prohibited by law, persons employed by the
Administrative Committee as counsel, agents or otherwise, may include members of
the Administrative Committee, or of the board of directors of the Company or any
Subsidiary, or firms with which members of the Administrative Committee or the
board of directors of the Company or any Subsidiary are associated as partners,
employees or otherwise. Persons serving on the Administrative Committee or on
any subcommittee or advisory committee shall be fully protected in acting or
refraining to act in accordance with the advice of legal or other counsel.


8.5
Reliance on Information. The members of the Administrative Committee and
the Company and any Subsidiary and their respective officers, directors and
employees shall be entitled to rely upon all tables, valuations, certificates,
opinions and reports furnished by any accountant, trustee, actuary, investment
manager, insurance company, counsel, consultant or other expert who shall be
engaged by the Administrative Committee or by any Employer, and the members of
the Administrative Committee and the Company and any Subsidiary and their
respective officers, directors and employees shall be fully protected in respect
of any action taken or suffered by them in good faith in reliance thereon, and
all action so taken or suffered shall be conclusive upon all persons affected
thereby.


43


8.6
Fiduciaries The provisions of this Section 8.6 shall apply
notwithstanding any contrary provisions of the Plan or of the Trust Agreement.


(a)
Named Fiduciaries. The members of the Administrative Committee shall be
the named fiduciaries of the Plan, as that term is defined in ERISA
Section 402(a)(2), with authority to control and manage the operation and
administration of the Plan and the Plan assets except with respect to those
matters which under the Trust Agreement are the responsibility, or subject to
the authority of, the Trustee. The Administrative Committee shall be the
“administrator” and the “plan administrator” with respect to
the plan, as those terms are defined in ERISA Section 3(16)(A) and in Code
Section 414(g), respectively.


(b)
Allocation and Delegation of Fiduciary Responsibilities. The
Administrative Committee may allocate fiduciary responsibilities among its
members and may designate persons, including persons other than “named
fiduciaries” (as defined in ERISA Section 402(a)(2)), to carry out the
specified responsibilities of the Administrative Committee and shall not be
liable for any act or omission of a person so designated.


(c)
Service in Multiple Capacities. Any person or group of persons may serve
in more than one fiduciary capacity with respect to the Plan.


(d)
Investment Managers. The Administrative Committee may appoint an
investment manager or managers, as defined in ERISA Section 3(38), to manage
(including the power to acquire, invest and dispose of) any assets of the Plan.
Any such investment manager shall acknowledge in writing that it is a fiduciary
with respect to the Plan. The Administrative Committee shall enter into an
agreement which each such investment manager specifying the duties and
compensation of the investment manager and the other terms and conditions under
which the investment manager shall be retained. The Administrative Committee
shall not be liable for any act or omission of any such investment manager and
shall not be liable for following the advice of any investment manager, with
respect to any duties delegated to any investment manager.


8.7
Genuineness of Documents. The Administrative Committee, and any Employer
and its officers, directors and employees, shall be entitled to rely upon any
notice, request, consent, letter or other document believed by them to be
genuine, and to have been signed or sent by the proper person, and shall be
fully protected in respect of any action taken or suffered by them in good faith
in reliance thereon.


8.8
Proper Proof. In any case in which an Employer or the Administrative
Committee shall be required under the Plan to take action upon the occurrence of
any event, they shall be under no obligation to take such action unless and
until proper and satisfactory evidence of such occurrence shall have been
received by them.


44


8.9
Disputes. In the event that any dispute shall arise as to any act to be
performed by the Administrative Committee, the Administrative Committee may
postpone the performing of such act until final adjudication of such dispute
shall have been made in a court of competent jurisdiction or until the members
of the Administrative Committee shall be indemnified against loss to their
satisfaction.


8.10
Records. The Administrative Committee shall maintain, or cause to be
maintained, records reflecting the administration of the Plan, which records
shall be subject to audit by the Company.


8.11
Payment of Plan and Trust Fund Expenses. All reasonable expenses of
administering the Plan and Trust Fund which are incurred in connection with, or
which arise out of the operation and/or termination of the Plan and/or Trust
Fund (including, without limitation, legal, accounting and general
administrative expenses) shall be paid from the Trust Fund, unless otherwise
paid by the Employer. To the extent permitted by ERISA and the Code, the
Employer shall be reimbursed for any such expenses which it may advance on
behalf of the Plan.


45


ARTICLE IX
AMENDMENT OR TERMINATION


9.1
Amendment of Plan. The Company shall have the right at any time to amend
the Plan, by an instrument in writing, effective retroactively or otherwise;
provided, however, that no amendment shall


(a)
authorize any part of the Trust Fund to be used for, or diverted to, purposes
other than for the exclusive benefit of Participants or their Beneficiaries;


(b)
decrease the Account balance of any Participant under the Plan;


(c) reduce
the vested interest of any Participant in his/her Account balance;


(d)
eliminate an optional form of benefit, except to the extent permitted by Code Section 411(d)(6); or


(e) change
the vesting schedule, in a manner which is not at least as favorable as the
prior vesting schedule, either directly or indirectly, unless each Participant
having not less than three years of Vesting Service is permitted to elect,
within a reasonable period specified by the Administrative Committee after the
adoption of such amendment, to have his/her vested interest determined without
regard to such amendment. The period during which the election may be made shall
commence with the date the amendment is adopted and shall end as the latest of:


	 	(i)
60 days after the amendment is adopted;






	 	(ii)
60 days after the amendment becomes effective; or






	 	(iii)
60 days after the Participant is issued written notice by the Administrative  Committee.






9.2
Termination of Plan or Discontinuance of Contributions. The Plan may be
terminated by the Company at any time in the Company’s sole discretion, in
whole or in part, by an instrument in writing. Notwithstanding any other
provision of the Plan, upon the complete termination of the Plan, a partial
termination of the Plan, or the complete discontinuance of contributions under
the Plan, the Employer Matching Contribution Subaccount of each affected
Employee shall become 100% fully vested and nonforfeitable. In the event of a
complete termination of the Plan, the Administrative Committee shall instruct
the Trustee to distribute Accounts to Participants or their Beneficiaries, as
the case may be, provided that Pre-Tax Contribution Subaccounts shall not be
distributed if the Company or an ERISA Affiliate has established or maintains a
“successor plan” within the meaning of Code Section 401(k)(10).


9.3
Amendments Required for Qualification. All provisions of this Plan, and
all benefits and rights granted hereunder, are subject to any amendments,
modifications or alterations which are necessary from time to time to qualify
the Plan under Code Sections 401(a), 401(k) or 401(m), to continue the Plan as
so qualified, or to comply with any other provision of law. Such amendments,
modifications or alterations may, as necessary, be made retroactively by the
Company.


46


9.4
Merger or Transfer of Assets.


(a) Subject
to Section 9.4(b), the Company may direct that the Plan be merged or
consolidated with, or transfer all or a portion of its liabilities to, another
plan or receive assets and liabilities from another plan.


(b)
The Plan may not be merged or consolidated with, nor may Plan assets or
liabilities be transferred to, any other plan, in whole or in part, unless each
Participant would be entitled to a benefit immediately after the merger,
consolidation, or transfer (if the Plan then terminated) which is equal to or
greater than the benefit he/she would have been entitled to receive immediately
before the merger, consolidation or transfer (if the Plan had then been
terminated).


9.5
Sale of a Subsidiary or Division.


In the
event of:


(a) the
disposition by an Employer, which is a corporation, to an unrelated corporation
of substantially all of the assets (within the meaning of Code Section
409(d)(2)) used in a trade or business of the Employer if the Employer continues
to maintain the Plan after the disposition; or


(b)
the disposition by an Employer, which is a corporation, to an unrelated entity
or individual of such Employer’s interest in a subsidiary (within the
meaning of Code Section 409(d)(3)) if the Employer continues to maintain the
Plan;


each Employee who
continues in employment with the acquiring corporation or the subsidiary, as
applicable, shall be deemed to have had a Termination of Employment for purposes
of Article VII hereto; provided, however, that a distribution shall be permitted
on account of such event only if it is made in a “lump sum
distribution,” within the meaning of Code Section 401(k)(10), and it is
made no later than the end of the second calendar year following the year in
which the disposition occurred.


47


ARTICLE X
MISCELLANEOUS


10.1
Exclusive Benefit of Participants. Except as provided by Section 3.16,
all Employer contributions when made to the Trust Fund and all property of the
Trust Fund, including income from investments and all other sources, shall be
retained for the exclusive benefit of Participants and Beneficiaries and shall
be used to pay benefits provided hereunder and expenses of administration of the
Plan and the Trust Fund to the extent not paid by the Employer.


10.2
Plan Not an Employment Contract. Neither the establishment of this Plan
nor the making of contributions by any Employer nor any action of any Employer,
the Administrative Committee or the Trustee under this Plan shall be held or
construed to confer upon any person any legal right to be continued as an
employee of any Employer.


10.3
Qualified Domestic Relations Orders. Notwithstanding any provision of
this Plan to the contrary, a Participant’s Accounts shall be subject to
allocation or distribution in accordance with the terms of a court order which
is determined by the Administrative Committee to be a “qualified domestic
relations order” within the meaning of Code Section 414(p) (a
“QDRO”). Effective June 1, 2001 with respect to QDROs issued
or approved by a court on or after such date, distribution of all or a portion
of the vested balance of a Participant’s Accounts may be made to an
alternate payee prior to the Participant’s Termination of Employment or
“earliest retirement age” under the Plan (as determined under Code
Section 414(p)), to the extent provided under the QDRO.


10.4
Spendthrift Clause. No benefit or payment under this Plan shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge, whether voluntary or involuntary, and no attempt
so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge
the same shall be valid, nor shall any such benefit or payment be in any way
liable for or subject to the debts, contracts, liabilities, engagements or torts
of any person entitled to such benefit or payment, or subject to attachment,
garnishment, levy, execution or other legal or equitable process; provided,
however, that this Section 10.4 shall not apply to a loan made to a Participant
or Beneficiary from his/her Accounts under Article VI or to the creation,
assignment or recognition of a right to any benefit or payment payable with
respect to a Participant pursuant to a QDRO (as defined in Section 10.3).


10.5
Obligations of Employer Limited. No Employer assumes any obligations
under this Plan except those specifically stated in this Plan. No person shall
have any right to participate in profits by reason of this Plan except to the
extent expressly set forth herein. No Employer shall be under any legal
obligation to make any contribution to the Trust Fund except as expressly
provided herein.


10.6
Separation of Invalid Provisions. If any provision of this Plan is held
invalid, the remainder of the Plan shall not be affected thereby.



48



10.7
Payment to a Minor or Incompetent. In the event any benefit under the
Plan is payable to a minor or an incompetent or to a person otherwise under a
legal disability, or who, in the sole discretion of the Administrative
Committee, is by reason of advanced age, illness or other physical or mental
incapacity incapable of handling and disposing of his/her property, or otherwise
is in such position or condition that the Administrative Committee believes that
he/she could not utilize the benefit for his/her support or welfare, the
Administrative Committee shall have discretion to apply the whole or any part of
such benefit directly to the care, comfort, maintenance, support, education or
use of such person, or pay the whole or any part of such benefit to the parent
of such person, the guardian, committee, conservator or other legal
representative, wherever appointed, of such person, the person with whom such
person is residing, or to any other person having the care and control of such
person. The Administrative Committee shall be under no duty to see to the
application of any such payment, and any such payment shall be a complete
discharge of any liability for such payment under the Plan. In lieu of any such
payment, the Administrative Committee may institute such procedures as are
available to it under Section 10.8 in the event of doubt as to the right of any
person to any payment under the Plan.


10.8
Doubt as to Right to Payment. If at any time any doubt exists as to the
right of any person to any payment hereunder or as to the amount or time of such
payment, the Administrative Committee, in its discretion, may direct the Trustee
(or any insurance company) to hold such sum as a segregated amount in trust
until such right or amount or time is determined or to pay such sum into court
in accordance with appropriate rules of law, or to make payment only upon
receipt of a bond or similar indemnification satisfactory to the Administrative
Committee.


10.9
Participation in the Plan by a Subsidiary.


(a)
With the consent of the Company and by duly authorized action, a Subsidiary may
adopt the Plan; provided, however, that effective January 1, 2001, only a
Subsidiary which is an ERISA Affiliate may adopt the Plan. Such Subsidiary, by
duly authorized action, also may determine the classes of its Employees who
shall be Eligible Employees.


(b)
With the consent of the Company and by duly authorized action, any Employer may
terminate its participation in the Plan or withdraw from the Plan and the Trust
Fund.


(c)
An Employer other than the Company shall have no power with respect to the Plan
or Trust Fund except as specifically provided by this Section 10.9.


10.10
Action by Company or Employer. Any action required or permitted to be
taken by the Company or any other Employer under the Plan shall be taken by
written action of its board of directors or any other person or persons duly
empowered to act on behalf of the Company or Employer, as appropriate, or such
other person or persons to whom the authority to take such action has been
delegated.


10.11
Estoppel of Participants and Their Beneficiaries. An Employer and the
Administrative Committee may rely upon any certificate, statement or other
representation made to them by any employee, Participant or Beneficiary with
respect to age, length of service, marital status, leave of absence, date of
cessation of employment, or other fact required to be determined under any of
the provisions of the Plan, and shall not be liable on account of the payment of
any moneys or the doing of any act in reliance upon any such certificate,
statement or other representation. Any such certificate, statement or other
representation made by an Employee or Participant shall be conclusively binding
upon such Employee or Participant and his/her Beneficiary, and such Employee,
Participant or Beneficiary shall thereafter be estopped from disputing the truth
and correctness of such certificate, statement or other representation. Any such
certificate, statement or other representation made by a Participant’s
Beneficiary shall be conclusively binding upon such Beneficiary, and such
Beneficiary shall thereafter be estopped from disputing the truth and
correctness of such certificate, statement or other representation.


49


10.12
Inability to Locate Distributee. Notwithstanding any other provision of
the Plan, in the event that payment of any benefit under this Plan to a
Participant or any other person (“distributee”) cannot be made within
three years after the date such benefit becomes payable (or within such shorter
period after which such benefit would otherwise escheat under applicable law),
because of the Administrative Committee’s inability to ascertain the
whereabouts of such distributee by mailing to the last known address of such
distributee on the records of the Employer or the Administrative Committee, and
such distributee has not made written claim therefor before the expiration of
such period, then the Administrative Committee may direct that the entire
undistributed balance of such distributee’s Accounts be forfeited and
applied in accordance with Section 5.3. The amount of any benefit under the Plan
which is so forfeited shall be restored (without adjustment for gains or losses)
from other forfeitures under the Plan and, if necessary, by an additional
Employer contribution if such distributee subsequently makes a valid claim for
such benefit. This Section 10.12 shall apply irrespective of whether the
Participant terminated employment before, on or after January 1, 2001.


10.13
Claims Procedure. The Administrative Committee shall establish a claims
procedure in accordance with applicable law and shall afford a reasonable
opportunity to any Participant whose claim for benefits has been denied for a
full and fair review of the decision denying such claim.


10.14
Singular and Plural and Article and Section References. As used in the
Plan, the singular includes the plural, and the plural includes the singular,
unless qualified by the context. Titles of Articles and Sections of the Plan are
for convenience of reference only and are to be disregarded in applying the
provisions of the Plan. Any reference in this Plan to an Article or Section is
to the Article or Section so specified of the Plan.


10.15
Governing Law. The Plan is intended to qualify under Code
Section 401(a) and to comply with ERISA, and its terms shall be interpreted
accordingly. To the extent not preempted by ERISA, the Plan shall be governed
by, construed and administered under the law of the State of Delaware without
regard to the principles of conflicts of laws, to the extent not preempted by
Federal law.


10.16
Military Service. Effective December 12, 1994 and
notwithstanding any provision of this Plan to the contrary, contributions,
benefits and service credit with respect to qualified military service will be
provided in accordance with Code Section 414(u). In addition, in accordance with
such procedures as may be established by the Administrative Committee, loan
repayments under this Plan may be suspended as permitted by Code Sections 72(p)
and 414(u) during a Participant’s period of military service.


50


IN
WITNESS WHEREOF, Pathmark Stores, Inc. has caused this Plan, as amended and
restated effective as of January 1, 2001, to be signed this 23rd day
of October, 2001.


	 	 	PATHMARK STORES, INC.
 	 
	 	 	
     /s/ Robert Joyce	 
	 	 	Robert Joyce	 





ATTEST:



/s/ Marc Strassler

Marc Strassler

Secretary


51


SGC SAVINGS PLAN
APPENDIX
A


SPECIAL PROVISIONS
APPLICABLE TO
EMPLOYEES OF
PAULS TRUCKING AND BLAIR DISTRIBUTORS


1.  Pauls
Trucking


Effective
as of the closing of the transactions contemplated by the Asset Transfer
Agreement dated as of September 15, 1997, by and among Pathmark Stores, Inc.,
Plainbridge, Inc., Pauls Trucking Corp., and Grocery Haulers, Inc., Participants
who were employees (as of the closing) of Pauls Trucking Corp. shall be 100%
vested in their Accounts under the Plan.


2.  Blair
Distributors


Effective
as of the closing of the transactions contemplated by the Asset Purchase
Agreement dated as of September 26, 1997, by and among Pathmark Stores, Inc.,
Plainbridge, Inc., and C&S Wholesale Grocers, Inc., Participants who were
employees (as of the closing) of the Blair Distributors division of Plainbridge,
Inc. shall be 100% vested in their Accounts under the Plan.


52


AMENDMENT No. 1


to the


SGC SAVINGS PLAN


(As Amended and
Restated Effective as of January 1, 2001)


The
SGC Savings Plan (as amended and restated effective as of January 1, 2001) (the
“Plan”) is hereby amended in the following respects, effective for
Payroll Periods beginning on or after March 3, 2002:


	 	1. 	Section
1.20 is hereby amended in its entirety to read as follows:





“1.20
Employer Matching Contributions shall mean Employer contributions made in
accordance with Section 3.1(b)(i) or 3.1(b)(ii) with respect to a Participant’s
Pre-Tax Contributions or After-Tax Contributions.”


	 	2. 	Section
3.1(b) is hereby amended in its entirety to read as follows:





	 	“(b)	Employer Matching Contributions.





	 	(i) 	For
each Payroll Period beginning on or after March 3, 2002, an Employer shall  contribute on
behalf of a Participant, as an Employer Matching Contribution, an  amount equal to 50% of
the Participant’s total Pre-Tax Contributions and  After-Tax Contributions for the
Payroll Period which are not in excess of 6% of  the Participant’s Compensation for
the Payroll Period. Such Employer  Matching Contributions shall be made with respect to
Pre-Tax Contributions  before they are made with respect to After-Tax Contributions. No
Employer  Matching Contribution shall be made with respect to a Rollover Contribution. In
no event will the Employer Matching Contribution made on behalf of a Participant  under
this Section 3.1(b)(i) for any Payroll Period exceed 3% of the  Participant’s
Compensation for such Payroll Period.





	 	(ii) 	In
addition to Employer Matching Contributions made under Section 3.1(b)(i)  above, for any
Plan Year beginning on or after January 1, 2002, an Employer may,  in its discretion,
make an additional Employer Matching Contribution (a  “Discretionary Matching
Contribution”) on behalf of each Participant  who is an Employee of the Employer or
a Subsidiary on the last day of the Plan  Year. The amount of any such Discretionary
Matching Contribution made on behalf  of such an eligible Participant for a Plan Year
shall be equal to a percentage  to be determined by the Company, in its discretion, of
the Participant’s  Employer Matching Contributions made for the Plan Year under
Section 3.1(b)(i)  above (or, with respect to the period from January 1, 2002 through
March 2,  2002, under the prior provisions of the Plan).”





	 	3. 	The
second sentence of Section 3.4 (“Time of Payment”) is hereby amended in its
entirety to  read as follows:





53


“Employer
Matching Contributions for any Plan Year shall be paid to the Trustee no later than the
date (including extensions) for filing the Employer’s federal income tax return for
the taxable year with or within which such Plan Year ends.”


IN WITNESS
WHEREOF, Pathmark Stores, Inc. has caused this amendment to be executed this20th day of
February, 2002.


54


AMENDMENT No. 2


to the


SGC SAVINGS PLAN


(As Amended and
Restated Effective as of January 1, 2001)


The
SGC Savings Plan (as amended and restated effective as of January 1, 2001) (the
“Plan”) is hereby amended in the following respects:


1.
Effective January 1, 1997, Article I is hereby amended by adding the following definition
of "Leased Employee":


	 	“1.29A
Leased Employee shall mean, effective January 1, 1997, any person  who is not
an employee of the Company or an ERISA Affiliate and who provides  services to the
Company or an ERISA Affiliate if (a) such services are provided  pursuant to an agreement
between the Company or an ERISA Affiliate and any other  person (a “leasing
organization”), (b) such person has performed such  services for the Company or an
ERISA Affiliate (or for the Company, ERISA  Affiliates and “related persons”,
within the meaning of Code Section  144(a)(3)) on a substantially full-time basis for a
period of at least one year,  and (c) such services are performed under primary direction
or control by the  Company or an ERISA Affiliate.”






2.
Effective January 1, 1997, clause (c) of Section 1.13 (“Eligible Employee”) is
hereby  amended in its entirety to read as follows:


	 	“(c)
any Leased Employee;"




3.
Effective January 1, 1997, Section 1.17 is hereby amended in its entirety to read as
follows:




	 	“1.17
Employee shall mean any individual who, under the usual common law rules
applicable in determining the employer-employee relationship, has the status of  an
employee of the Company or a Subsidiary or who is a Leased Employee.  Notwithstanding the
preceding sentence, if Leased Employees do not constitute  more than twenty percent of
the nonhighly compensated work force, within the  meaning of Code Section
414(n)(5)(C)(ii), of the Company and its ERISA  Affiliates, the term “Employee” shall
not include those Leased  Employees covered by a plan described in Code Section 414(n)(5).”






4.
Effective January 1, 1997, the definition of “Highly Compensated Employee” in
Article I is  hereby amended in its entirety to read as follows:


	 	“1.27
Highly Compensated Employee shall mean, with respect to any Plan Year  beginning
on or after January 1, 1997, any individual who is an Employee of  the Company or an
ERISA Affiliate during the Plan Year (the “determination  year”) and either:






55


	 	(a) 	during
the prior Plan Year (the “lookback year”) had compensation from  the Company
and its ERISA Affiliates in excess of $80,000 (as adjusted pursuant  to Code Section
415(d)) and, if elected by the Administrative Committee, was in  the top-paid 20% of
Employees of the Company and its ERISA Affiliates for the  lookback year; or





	 	(b) 	was
a 5% owner of the Company or an ERISA Affiliate at any time during the  determination
year or the lookback year.





	 	The
determination of who is a Highly Compensated Employee, including the  determination of
the top-paid 20% of Employees and the compensation that is  considered, will be made in
accordance with Code Section 414(q).”






5.
Effective January 1, 2001, Section 7.1(c) is hereby amended in its entirety to read as
follows:


	 	“(c) 	Unless
a Participant otherwise elects in writing, distribution of the  Participant’s vested
Accounts shall be made no later than the 60th day  after the close of the Plan Year in
which the latest of the following events  occurs:





	 	(i)
The attainment by the Participant of Normal Retirement Age;






	 	(ii)
The tenth anniversary of the year in which the Participant commenced  participation in
the Plan; or






	 	(iii)
The Participant’s Termination of Employment.






Notwithstanding
the preceding sentence, no distribution will be made to a Participant who is under age 70
until the Participant has filed a claim for benefits in the form and manner prescribed by
the Administrative Committee. In no event may a Participant who has terminated employment
with the Company and its Subsidiaries elect to defer distribution of his/her vested
Accounts beyond age 70.”


6.
Effective January 1, 1995, clause (a) of Section 3.12.2 is hereby amended in its entirety
to read as follows:


	 	“(a)	effective for Limitation Years beginning on or after January 1, 1995, the adjusted dollar
limit in effect for the Limitation Year under Code Sections 415(c)(1)(A) and 415(d),  or”





IN
WITNESS WHEREOF, Pathmark Stores, Inc. has caused this amendment to be executed
this 1st day of March, 2002.


	 	 	PATHMARK STORES, INC.
 	 
	 	 	
     /s/ Marc Strassler	 
	 	 	Marc Strassler
Secretary	 





56


AMENDMENT No. 3


to the


SGC SAVINGS PLAN


(As Amended and
Restated Effective as of January 1, 2001)


The
SGC Savings Plan (as amended and restated effective as of January 1, 2001) (the
“Plan”) is hereby amended in the following respects, effective as of
March 1, 2002:


1. The
name of the Plan is hereby changed to the “Pathmark Stores, Inc. Savings
Plan,” and Section 1.36 is hereby amended in its entirety to read as
follows:


	 	“1.36
Plan shall mean the Pathmark Stores, Inc. Savings Plan, as amended from time to
time.”






IN
WITNESS WHEREOF, Pathmark Stores, Inc. has caused this amendment to be executed
this 19th day of March, 2002.


	 	 	PATHMARK STORES, INC.
 	 
	 	 	
     /s/ Marc Strassler	 
	 	 	Marc Strassler
Secretary	 





57


AMENDMENT No. 4


to the


PATHMARK STORES,
INC. SAVINGS PLAN


(As Amended and
Restated Effective as of January 1, 2001)


The
Pathmark Stores, Inc. Savings Plan (as amended and restated effective as of
January 1, 2001) (the “Plan”) is hereby amended in the following
respects, effective with respect to disabilities incurred on or after
_______________, 2002:


1.  Section
1.35 is hereby amended in its entirety to read as follows:


	 	“1.35
Permanent Disability shall mean, with respect to a Participant, a mental  or
physical disability incurred by the Participant while he/she was an Employee  of the
Company or a Subsidiary and by reason of which he/she has been determined  to be entitled
to receive either (i) benefits under a long-term disability  plan sponsored by the
Employer, or (ii) disability benefits under  Title II of the Social Security
Act.”






IN
WITNESS WHEREOF, Pathmark Stores, Inc. has caused this amendment to be executed
this 19th day of March, 2002.


	 	 	PATHMARK STORES, INC.
 	 
	 	 	
     /s/ Marc Strassler	 
	 	 	Marc Strassler
Secretary	 





58


AMENDMENT No. 5


to the


PATHMARK STORES,
INC. SAVINGS PLAN


(As Amended and
Restated Effective as of January 1, 2001)


The
Pathmark Stores, Inc. Savings Plan, as amended and restated effective as of
January 1, 2001 (“Plan”) is hereby amended as follows by
adding the following addendum at the end thereof:


“EGTRRA
ADDENDUM


PREAMBLE


1. Adoption and effective
date of Addendum. This Addendum to the Pathmark Stores, Inc. Savings Plan (the
“Plan”) reflects certain provisions of the Economic Growth and Tax
Relief Reconciliation Act of 2001 (“EGTRRA”). The provisions of this
Addendum are intended as good faith compliance with the requirements of EGTRRA
and are to be construed in accordance with EGTRRA and guidance issued
thereunder. Except as otherwise provided, the provisions of this Addendum shall
be effective as of the first day of the first Plan Year beginning after
December 31, 2001.


2. Supersession of
inconsistent provisions. The provisions of this Addendum shall supersede the
provisions of the Plan to the extent those provisions are inconsistent with the
provisions of this Addendum.


3. Definitions. All
capitalized terms used in this Addendum and not defined herein shall have the
respective meanings set forth in the Plan.


SECTION I.  CODE SECTION 415 LIMIT
ON ANNUAL ADDITIONS


1. Effective date. This
section shall be effective for Limitation Years beginning after
December 31, 2001.


2. Maximum Annual
Additions. Except to the extent permitted under section IX of this Addendum and
Code Section 414(v), the Annual Additions that may be contributed or allocated
to a Participant’s Accounts under the Plan for any Limitation Year shall
not exceed the lesser of:


(a) $40,000, as adjusted for
increases in the cost-of-living under Code Section 415(d), or


(b) 100 percent of the
Participant’s compensation, within the meaning of Code Section 415(c)(3),
for the Limitation Year.


The compensation limit
referred to in (b) above shall not apply to any contribution for medical
benefits after separation from service (within the meaning of Code Section
401(h) or 419A(f)(2)) which is otherwise treated an Annual Addition.


59


SECTION II.  INCREASE IN
COMPENSATION LIMIT


The limitation on annual
compensation taken into account in determining a Participant’s allocations
under the Plan for any Plan Year beginning after December 31, 2001 shall be
$200,000, as adjusted for cost-of-living increases in accordance with Code
Section 401(a)(17)(B). Annual compensation means compensation during the Plan
Year or such other consecutive 12-month period over which compensation is
otherwise determined under the Plan (the determination period). The
cost-of-living adjustment in effect for a calendar year applies to annual
compensation for the determination period that begins with or within such
calendar year.


SECTION III.  VESTING OF PROFIT
SHARING AND EMPLOYER MATCHING CONTRIBUTIONS


1. Applicability. This
section shall apply only to Participants who complete an Hour of Service in a
Plan Year beginning after December 31, 2001.


2. Effect of Discharge
for Cause. The first sentence of Section 5.6 of the Plan (“Effect of
Discharge for Cause”) is hereby amended by substituting the phrase
“such Participant has fewer than three complete years of Vesting
Service” for “such Participant has fewer than five complete years of
Vesting Service.”


SECTION IV.  DIRECT ROLLOVERS OF
PLAN DISTRIBUTIONS


1. Effective date. This
section shall apply to distributions from the Plan made after December 31, 2001.


2. Modification of
definition of eligible retirement plan. For purposes of the direct rollover
provisions in Section 7.3 of the Plan, an eligible retirement plan shall also
mean an annuity contract described in Code Section 403(b) and an eligible plan
under Code Section 457(b) which is maintained by a state, political subdivision
of a state, or any agency or instrumentality of a state or political subdivision
of a state and which agrees to separately account for amounts transferred into
such plan from this Plan. The definition of eligible retirement plan shall also
apply in the case of a distribution to a surviving spouse, or to a spouse or
former spouse who is the alternate payee under a qualified domestic relations
order, as defined in Code Section 414(p).


3. Modification of
definition of eligible rollover distribution to exclude hardship distributions.
For purposes of the direct rollover provisions in Section 7.3 of the Plan, any
amount that is distributed on account of hardship shall not be an eligible
rollover distribution and the distributee may not elect to have any portion of
such a distribution paid directly to an eligible retirement plan.


4. Modification of
definition of eligible rollover distribution to include after-tax employee
contributions. For purposes of the direct rollover provisions in Section 7.3 of
the Plan, a portion of a distribution shall not fail to be an eligible rollover
distribution merely because the portion consists of after-tax employee
contributions which are not includible in gross income. However, such portion
may be transferred only to an individual retirement account or annuity described
in Code Section 408(a) or (b) (“IRA”), or to a qualified defined
contribution plan described in Code Section 401(a) or 403(a) that agrees to
separately account for amounts so transferred, including separately accounting
for the portion of such distribution which is includible in gross income and the
portion of such distribution which is not so includible.


60


SECTION V.  ROLLOVERS FROM OTHER
PLANS


The Plan will not accept
rollover contributions (whether made as direct rollovers or participant rollover
contributions) other than rollover contributions which were permitted under the
terms of the Plan as in effect prior to the enactment of EGTRRA. Accordingly,
the Plan will not accept rollover contributions of after-tax employee
contributions and the Plan will not accept rollover contributions from an
annuity contract described in Code Section 403(b), an eligible plan under Code
Section 457(b), or an IRA other than an IRA funded solely by a distribution from
a qualified plan described in Code Section 401(a) or 403(a).


SECTION VI.  ROLLOVERS DISREGARDED
IN INVOLUNTARY CASH-OUTS


1. Applicability and
effective date. This section shall apply with respect to distributions from the
Plan made after December 31, 2001 regardless of when the severance from
employment occurred.


2. Rollover Contribution
Account disregarded in determining value of account balance for involuntary
distributions. For purposes of Sections 7.1(b) and 7.2(b) of the Plan, the
determination as to whether the vested balance of a Participant’s Accounts
exceeds $5,000 as of a Cash Out Valuation Date shall be made without regard to
the value of the Participant’s Rollover Contribution Account (if any). If
the vested balance of a terminated or deceased Participant’s Accounts as so
determined does not exceed $5,000, then the entire vested balance of the
Participant’s Accounts, including any Rollover Contribution Account, shall
be distributed to the Participant or the Participant’s Beneficiary, as
applicable, in an immediate lump sum cash payment.


SECTION VII.  REPEAL OF MULTIPLE
USE TEST


The multiple use test
described in Treasury Regulation Section 1.401(m)-2 and Section 3.11 of the Plan
shall not apply for Plan Years beginning after December 31, 2001.


SECTION VIII.  ELECTIVE DEFERRALS
- CODE SECTION 402(g) DOLLAR LIMIT


No Participant shall be
permitted to have elective deferrals, within the meaning of Code
Section 402(g), made under this Plan or any other qualified plan maintained
by the Company or an ERISA Affiliate during any taxable year in excess of the
dollar limit contained in Code Section 402(g) in effect for such taxable year
except to the extent permitted under section IX of this Addendum and Code
Section 414(v).


SECTION IX.  CATCH-UP CONTRIBUTIONS


1. Catch-Up
Contributions. Effective July 1, 2002, all Participants who are
eligible to make Pre-Tax Contributions under this Plan and who have reached age
50 (or are projected to reach age 50 by the end of the calendar year which
begins with or within the current Plan Year) shall be eligible to make catch-up
contributions in accordance with, and subject to the limitations of, Code
Section 414(v). Such catch-up contributions shall not be taken into account for
purposes of the provisions of the Plan implementing the required limitations of
Code Sections 402(g) and 415. The Plan shall not be treated as failing to
satisfy the provisions of the Plan implementing the requirements of Code
Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by
reason of the making of such catch-up contributions.


61


Notwithstanding any other
provision of this Addendum or the Plan to the contrary, no Employer Matching
Contributions shall be made with respect to catch-up contributions.


2. Limit on Pre-Tax
Contributions. Effective July 1, 2002, Participants who have been
determined by the Administrative Committee to be Highly Compensated Employees
for any Plan Year shall not be permitted to make Pre-Tax Contributions for any
Payroll Period within such year which are in excess of 7% of their Compensation
for that Payroll Period.


SECTION X.  DISTRIBUTION UPON
SEVERANCE FROM EMPLOYMENT


1. Effective date. This
section shall apply for distributions from the Plan after December 31, 2001
regardless of when the severance from employment occurred.


2. New distributable
event. The vested balance of a Participant’s Accounts shall be
distributable on account of the Participant’s severance from employment.
However, such a distribution shall be subject to the other provisions of the
Plan regarding distributions, other than provisions that require a separation
from service before the vested balance of a Participant’s Accounts may be
distributed.


SECTION XI.  MODIFICATION OF
TOP-HEAVY RULES


1. Effective date. This
section shall apply for purposes of determining whether the Plan is a top-heavy
plan under Code Section 416(g) for Plan Years beginning after December 31, 2001,
and whether the Plan satisfies the minimum benefits requirements of Code Section
416(c) for such years. This section amends Section 3.15 of the Plan.


2. Determination of
top-heavy status.


2.1 Key Employee. Key
Employee means any Employee or former Employee (including any deceased Employee)
who at any time during the Plan Year that includes the Determination Date was an
officer of the Company or an ERISA Affiliate having annual compensation greater
than $130,000 (as adjusted under Code Section 416(i)(1) for Plan Years beginning
after December 31, 2002), a 5-percent owner of the Company or an ERISA
Affiliate, or a 1-percent owner of the Company or an ERISA Affiliate having
annual compensation of more than $150,000. For this purpose, annual compensation
means compensation within the meaning of Code Section 415(c)(3). The
determination of who is a Key Employee will be made in accordance with Code
Section 416(i)(1) and the applicable regulations and other guidance of general
applicability issued thereunder.


2.2 Determination of
present values and amounts. This section 2.2 shall apply for purposes of
determining the present values of accrued benefits and the amounts of account
balances of Employees as of the Determination Date.


62


2.2.1 Distributions
during year ending on the Determination Date. The present values of accrued
benefits and the amounts of account balances of an Employee as of the
Determination Date shall be increased by the distributions made with respect to
the Employee under the Plan and any plan aggregated with the Plan under Code
Section 416(g)(2) during the 1-year period ending on the Determination Date. The
preceding sentence shall also apply to distributions under a terminated plan
which, had it not been terminated, would have been aggregated with the Plan
under Code Section 416(g)(2)(A)(i). In the case of a distribution made for a
reason other than severance from employment, death, or disability, this
provision shall be applied by substituting “5-year period” for
“1-year period.”


2.2.2 Employees not
performing services during year ending on the Determination Date. The accrued
benefits and accounts of any individual who has not performed services for the
Company or an ERISA Affiliate during the 1-year period ending on the
Determination Date shall not be taken into account.


3. Minimum benefits.


3.1 Matching
contributions. Employer matching contributions shall be taken into account for
purposes of satisfying the minimum contribution requirements of Code Section
416(c)(2) and the Plan. The preceding sentence shall apply with respect to
employer matching contributions under the Plan or, if the Plan provides that the
minimum contribution requirement shall be met in another plan, such other plan.
Employer matching contributions that are used to satisfy the minimum
contribution requirements shall be treated as matching contributions for
purposes of the actual contribution percentage test and other requirements of
Code Section 401(m).”


IN
WITNESS WHEREOF, Pathmark Stores, Inc. has caused this amendment to be executed
this 10th day of December, 2002.


	 	 	PATHMARK STORES, INC.
 	 
	 	 	
     /s/ Marc Strassler	 
	 	 	Marc Strassler
Secretary	 





63


AMENDMENT No. 6


to the


PATHMARK STORES,
INC. SAVINGS PLAN


(As Amended and
Restated Effective as of January 1, 2001)


The
Pathmark Stores, Inc. Savings Plan, as amended and restated effective as of January 1,
2001  (“Plan”) is hereby amended in the following respects:


	 	1.
Effective January 1, 1998, for purposes of the definition of  “Compensation” in
Section 1.12, the definition of “Testing  Compensation” in Section 3.8(i),
and the definition of  “Limitation Compensation” in Section 3.12.1(c),
amounts  contributed to or under a plan or arrangement maintained by the Employer or an
ERISA Affiliate under Code Section 125 pursuant to a salary reduction election  by a
Participant shall include any salary reduction contributions which are not  available to
the Participant in cash in lieu of group health coverage because  the Participant is
unable to certify that he/she has other health coverage. Any  such salary reduction
contribution will be treated as a salary reduction  contribution under Code Section 125
only if the employer does not request or  collect information regarding the Participant’s
other health coverage as  part of the enrollment process for the health plan.






IN
WITNESS WHEREOF, Pathmark Stores, Inc. has caused this amendment to be executed
this 10th day of December, 2002.


	 	 	PATHMARK STORES, INC.
 	 
	 	 	
     /s/ Marc Strassler	 
	 	 	Marc Strassler
Secretary	 





64


AMENDMENT No. 7


to the


PATHMARK STORES,
INC. SAVINGS PLAN


(As Amended and
Restated Effective as of January 1, 2001)


The
Pathmark Stores, Inc. Savings Plan, as amended and restated effective as of January 1,
2001  (“Plan”) is hereby amended in the following respects:


1. Effective
January 1, 2004, Section IX of the EGTRRA Addendum (“Catch-Up
Contributions”) is hereby amended by deleting subsection 2 thereof
(“Limit on Pre-Tax Contributions”).


2. Effective
January 1, 2003, the Plan is hereby amended by adding the following addendum at  the end
thereof:


“CODE SECTION
401(a)(9) ADDENDUM


MINIMUM
DISTRIBUTION REQUIREMENTS


Section 1.
General Rules.


1.1.
Effective Date. The provisions of this Addendum will apply for purposes of  determining
required minimum distributions for calendar years beginning with the  2003 calendar year.


1.2.
Precedence. The requirements of this Addendum will take precedence over any  inconsistent
provisions of the Plan.


1.3.
Requirements of Treasury Regulations Incorporated. All distributions required  under this
Addendum will be determined and made in accordance with the Treasury  regulations under
Code Section 401(a)(9).


1.4.
Purpose. This Addendum is intended to set forth the required minimum  distribution
provisions of Code Section 401(a)(9) and the Treasury  regulations issued
thereunder. It shall not be construed to permit a Participant  or Beneficiary to defer a
distribution required by the other terms of the Plan  or to receive an amount in excess
of the vested portion of the  Participant’s Accounts.


1.5.
Definitions. All capitalized terms used in this Addendum and not defined herein  shall
have the respective meanings set forth in the Plan.


65


Section 2.
Time and Manner of Distribution.


2.1.
Required Beginning Date. The Participant’s entire interest will be  distributed, or
begin to be distributed, to the Participant no later than the  Participant’s
required beginning date.


2.2.  Death
of Participant Before Distributions Begin. If the Participant dies before  distributions
begin, the Participant’s entire interest will be distributed  by December 31 of
the calendar year containing the fifth anniversary of the  Participant’s death.


For
purposes  of this section 2.2 and section 4, distributions are considered to begin on the
Participant’s required beginning date.


2.3.  Forms
of Distribution. Unless the Participant’s interest is distributed in  the form of a
single sum on or before the required beginning date, as of the  first distribution
calendar year distributions will be made in accordance with  sections 3 and 4 of this
Addendum.


Section 3.
Required Minimum Distributions During Participant's Lifetime.


3.1.
Amount of Required Minimum Distribution For Each Distribution Calendar Year.  During the
Participant’s lifetime, the minimum amount that will be  distributed for each
distribution calendar year is the lesser of:


(a)  the
quotient obtained by dividing the Participant’s account balance by the  distribution
period in the Uniform Lifetime Table set forth in section  1.401(a)(9)-9 of the Treasury
regulations, using the Participant’s age as  of the Participant’s birthday in
the distribution calendar year; or


(b)  if the
Participant’s sole designated beneficiary for the distribution  calendar year is the
Participant’s spouse, the quotient obtained by  dividing the Participant’s
account balance by the number in the Joint and  Last Survivor Table set forth in section
1.401(a)(9)-9 of the Treasury  regulations, using the Participant’s and spouse’s
attained ages as of  the Participant’s and spouse’s birthdays in the
distribution calendar  year.


3.2.
Lifetime Required Minimum Distributions Continue Through Year of  Participant’s
Death. Required minimum distributions will be determined  under this section 3 beginning
with the first distribution calendar year and up  to and including the distribution
calendar year that includes the  Participant’s date of death.


Section 4.
Required Minimum Distributions After Participant's Death.


4.1.  Death
On or After Date Distributions Begin.


(a)
Participant Survived by Designated Beneficiary. If the Participant dies on or  after the
date distributions begin and there is a designated beneficiary, the  minimum amount that
will be distributed for each distribution calendar year  after the year of the Participant’s
death is the quotient obtained by  dividing the Participant’s account balance by the
longer of the remaining  life expectancy of the Participant or the remaining life
expectancy of the  Participant’s designated beneficiary, determined as follows:


(1) The
Participant’s remaining life expectancy is calculated using the age of the
Participant in the year of death, reduced by one for each subsequent year.


66


(2) If the
Participant’s Surviving Spouse is the Participant’s sole designated
beneficiary,  the remaining life expectancy of the Surviving Spouse is calculated for
each distribution  calendar year after the year of the Participant’s death using the
Surviving  Spouse’s age as of the spouse’s birthday in that year. For
distribution calendar  years after the year of the Surviving Spouse’s death, the
remaining life expectancy  of the Surviving Spouse is calculated using the age of the
Surviving Spouse as of the  spouse’s birthday in the calendar year of the spouse’s
death, reduced by one for  each subsequent calendar year.


(3) If the
Participant’s Surviving Spouse is not the Participant’s sole designated
beneficiary, the designated beneficiary’s remaining life expectancy is calculated
using the age of the beneficiary in the year following the year of the Participant’s
death, reduced by one for each subsequent year.


(b)  No
Designated Beneficiary. If the Participant dies on or after the date  distributions begin
and there is no designated beneficiary as of September 30 of  the year after the year of
the Participant’s death, the minimum amount that  will be distributed for each
distribution calendar year after the year of the  Participant’s death is the
quotient obtained by dividing the  Participant’s account balance by the Participant’s
remaining life  expectancy calculated using the age of the Participant in the year of
death,  reduced by one for each subsequent year.


4.2.  Death
Before Date Distributions Begin. If the Participant dies before the date  distributions
begin, distribution of the Participant’s entire interest will  be made in accordance
with section 2.2.


Section 5.
Definitions.  The following terms shall have the following meanings for purposes of this
Addendum.


5.1.
Designated beneficiary. The individual who is designated as the  Participant’s
Beneficiary under Section 7.2(c) of the Plan and is the  designated beneficiary under
Code Section 401(a)(9) and section 1.401(a)(9)-1,  Q&A-4, of the Treasury regulations.


5.2.
Distribution calendar year. A calendar year for which a minimum distribution is
required. For distributions beginning before the Participant’s death, the  first
distribution calendar year is the calendar year immediately preceding the  calendar year
which contains the Participant’s required beginning date. The  required minimum
distribution for the Participant’s first distribution  calendar year will be made on
or before the Participant’s required  beginning date. The required minimum
distribution for other distribution  calendar years, including the required minimum
distribution for the distribution  calendar year in which the Participant’s required
beginning date occurs,  will be made on or before December 31 of that distribution
calendar year.


5.3.  Life
expectancy. Life expectancy as computed by use of the Single Life Table in  section
1.401(a)(9)-9 of the Treasury regulations.


5.4.
Participant’s account balance. The Participant’s account balance as of  the
last valuation date in the calendar year immediately preceding the  distribution calendar
year (“valuation calendar year”) increased by  the amount of any contributions
made and allocated or forfeitures allocated to  the account balance as of dates in the
valuation calendar year after the  valuation date and decreased by distributions made in
the valuation calendar  year after the valuation date. The account balance for the
valuation calendar  year includes any amounts rolled over or transferred to the Plan
either in the  valuation calendar year or in the distribution calendar year if
distributed or  transferred in the valuation calendar year.


67


5.5
Required beginning date. The required benefit commencement date specified in  Section
7.4(b) of the Plan.”


IN  WITNESS
WHEREOF, Pathmark Stores, Inc. has caused this amendment to be executed  this 12th day of
December, 2003.


	 	 	PATHMARK STORES, INC.
 	 
	 	 	
     /s/ Marc Strassler	 
	 	 	Marc Strassler
Secretary	 





68


AMENDMENT No. 8


to the


PATHMARK STORES,
INC. SAVINGS PLAN


(As Amended and
Restated Effective as of January 1, 2001)


The
Pathmark Stores, Inc. Savings Plan, as amended and restated effective as of
January 1, 2001 (“Plan”) is hereby amended in the following
respects, effective as of March 28, 2005 with respect to distributions made on
or after such date:


1. Section
7.1(b) of the Plan is hereby amended by substituting “$1,000 as of a Cash
Out Valuation Date” for “$5,000 as of a Cash Out Valuation Date (and,
effective with respect to distributions made prior to March 22, 1999, did not at
the time of any prior distribution exceed the involuntary cash out limit then in
effect under the Plan in accordance with Code Section 411(a)(11)(A)).”


2. Section
7.2(b) of the Plan is hereby amended by substituting “$1,000” for “$5,000.”


3. Section
VI of the EGTRRA Addendum to the Plan (“Rollovers Disregarded in
Involuntary Cash-Outs”) is hereby amended in its entirety to read as
follows:


“SECTION
VI.  [Omitted.]”


IN
WITNESS WHEREOF, Pathmark Stores, Inc. has caused this amendment to be executed
this 28th day of March, 2005.


	 	 	PATHMARK STORES, INC.
 	 
	 	 	
     /s/ Marc Strassler	 
	 	 	Marc Strassler
Secretary