Exhibit 10.1





Exhibit 10.1


PATHMARK STORES,
INC. PENSION PLAN
(As Amended and Restated Effective as of January 1, 2001)


 


INDEX OF ARTICLES


	ARTICLE I: DEFINITIONS	 	3	 
	 	 
	ARTICLE II: PARTICIPATION	 	15	 
	 	 
	ARTICLE III: RETIREMENT PENSIONS	 	18	 
	 	 
	ARTICLE IV: DETERMINATION OF VESTING SERVICE AND CREDITED SERVICE	 	25	 
	 	 
	ARTICLE V: FORMS OF PAYMENT OF RETIREMENT BENEFIT	 	27	 
	 	 
	ARTICLE VI: PRE-RETIREMENT DEATH BENEFITS	 	33	 
	 	 
	ARTICLE VII: THE FUND	 	36	 
	 	 
	ARTICLE VIII: PLAN ADMINISTRATION	 	38	 
	 	 
	ARTICLE IX: AMENDMENT, TERMINATION OR MERGER	 	43	 
	 	 
	ARTICLE X: MISCELLANEOUS PROVISIONS	 	46	 
	 	 
	ARTICLE XI: LIMITATIONS ON BENEFITS	 	52	 
	 	 
	ARTICLE XII: TOP HEAVY PROVISIONS	 	54	 





i


TABLE OF CONTENTS


	 	Page	 
	BACKGROUND
	 	 	 	 	 	 	 	 
	ARTICLE I: DEFINITIONS	 	3	 
	 
	 	 	Actuarial Equivalent	 	3	 
	 	 	Administrative Committee	 	3	 
	 	 	Average Final Compensation	 	3	 
	 	 	Beneficiary	 	4	 
	 	 	Benefit Commencement Date	 	4	 
	 	 	Benefit Commencement Date(s)	 	5	 
	 	 	Board of Directors	 	5	 
	 	 	Break-in-Service	 	5	 
	 	 	Code	 	5	 
	 	 	Company	 	5	 
	 	 	Compensation	 	5	 
	 	 	Computation Period	 	6	 
	 	 	Contingent Annuity	 	6	 
	 	 	Credited Service	 	7	 
	 	 	Credited Service Commencement Date	 	7	 
	 	 	Disability	 	7	 
	 	 	Disability Retirement Pension	 	7	 
	 	 	Early Retirement Age	 	7	 
	 	 	Early Retirement Date	 	7	 
	 	 	Effective Date	 	7	 
	 	 	Eligibility Year of Service	 	7	 
	 	 	Eligible Employee	 	7	 
	 	 	Employee	 	8	 
	 	 	Employer	 	8	 
	 	 	Employment	 	8	 
	 	 	Employment Commencement Date	 	8	 
	 	 	Employment Unit	 	8	 
	 	 	Entry Date	 	8	 
	 	 	ERISA	 	8	 
	 	 	ERISA Affiliate	 	8	 
	 	 	Full-Time Credited Service	 	9	 
	 	 	Fund	 	9	 
	 	 	Hour of Credited Service	 	9	 
	 	 	Hour of Service	 	9	 
	 	 	Investment Manager	 	11	 
	 	 	Late Retirement Date	 	11	 
	 	 	Non-Union Vesting Service	 	11	 
	 	 	Non-Vested Termination of Employment	 	11	 





ii


TABLE OF CONTENTS

(Continued)


	 	 	 	 	 	 	Page
 	 
	 	 	Normal Retirement Age	 	11	 
	 	 	Normal Retirement Date	 	11	 
	 	 	Participant	 	12	 
	 	 	Part-Time Credited Service	 	12	 
	 	 	Plan	 	12	 
	 	 	Plan Year	 	12	 
	 	 	Primary Social Security Benefit	 	12	 
	 	 	Qualified Joint and Survivor Annuity	 	13	 
	 	 	Reemployment Commencement Date	 	13	 
	 	 	Retirement	 	13	 
	 	 	Retirement Pension	 	14	 
	 	 	Single Life Annuity	 	14	 
	 	 	Spouse	 	14	 
	 	 	Subsidiary	 	14	 
	 	 	Surviving Spouse	 	14	 
	 	 	Termination of Employment	 	14	 
	 	 	Trust Agreement	 	14	 
	 	 	Trustee	 	14	 
	 	 	Vesting Service	 	14	 
	 	 	Year of Service	 	14	 
	 
	ARTICLE II: PARTICIPATION	 	15	 
	 
	 	 	2.1	Admission as a Participant	 	15	 
	 	 	2.2	Crediting of Service for Eligibility Purposes	 	15	 
	 	 	2.3	Nonparticipating Employment Units	 	16	 
	 	 	2.4	Employment Transfers	 	16	 
	 	 	2.5	Participation Automatic	 	17	 
	 
	ARTICLE III: RETIREMENT PENSIONS	 	18	 
	 
	 	 	3.1	Normal Retirement Pension	 	18	 
	 	 	3.2	Early Retirement Pension	 	19	 
	 	 	3.3	Late Retirement Pension	 	19	 
	 	 	3.4	Disability Retirement Pension	 	19	 
	 	 	3.5	Vested Termination Pension	 	21	 
	 	 	3.6	Special Retirement Pension	 	22	 
	 	 	3.7	Non-Vested Termination or Death	 	22	 
	 	 	3.8	Suspension of Benefits	 	22	 





iii


TABLE OF CONTENTS

(Continued)


	 	 	 	 	 	 	Page
 	 
	ARTICLE IV: DETERMINATION OF VESTING SERVICE AND CREDITED SERVICE	 	25	 
	 
	 	 	4.1	Rules for Determining Vesting Service	 	25	 
	 	 	4.2	Rules for Determining Credited Service	 	25	 
	 
	ARTICLE V: FORMS OF PAYMENT OF RETIREMENT BENEFIT	 	27	 
	 
	 	 	5.1	Normal Form of Benefit	 	27	 
	 	 	5.2	Election of Optional Forms	 	27	 
	 	 	5.3	Optional Forms of Benefit	 	28	 
	 	 	5.4	Mandatory Cash-Outs	 	29	 
	 	 	5.5	Beneficiary	 	30	 
	 	 	5.6	Required Commencement Date	 	30	 
	 
	ARTICLE VI: PRE-RETIREMENT DEATH BENEFITS	 	33	 
	 
	 	 	6.1	Pre-Retirement Death Benefit	 	33	 
	 	 	6.2	Required Commencement Date	 	34	 
	 	 	6.3	Pre-Effective Date Vested Terminations	 	35	 
	 
	ARTICLE VII: THE FUND	 	36	 
	 
	 	 	7.1	Establishment of Fund	 	36	 
	 	 	7.2	Appointment of Trustees	 	36	 
	 	 	7.3	Contribution by Employers	 	36	 
	 	 	7.4	Return of Employer Contributions under Special Circumstances	 	37	 
	 	 	7.5	Forfeitures	 	37	 
	 	 	7.6	Payment of Plan and Fund Expenses	 	37	 
	 
	ARTICLE VIII: PLAN ADMINISTRATION	 	38	 
	 
	 	 	8.1	The Administrative Committee	 	38	 
	 	 	8.2	Powers and Duties of the Administrative Committee	 	38	 
	 	 	8.3	Indemnification	 	40	 
	 	 	8.4	Delegation of Responsibility	 	40	 
	 	 	8.5	The Investment Manager	 	41	 
	 	 	8.6	Reliance on Information	 	41	 
	 	 	8.7	Named Fiduciaries	 	41	 
	 	 	8.8	Funding Policy	 	41	 
	 	 	8.9	Records	 	42	 
	 	 	8.10	Genuineness of Documents	 	42	 
	 	 	8.11	Proper Proof	 	42	 
	 	 	8.12	Disputes	 	42	 





iv


TABLE OF CONTENTS

(Continued)


	 	 	 	 	 	 	Page
 	 
	ARTICLE IX: AMENDMENT, TERMINATION OR MERGER	 	43	 
	 
	 	 	9.1	Plan Amendment	 	43	 
	 	 	9.2	Limitations on Plan Amendment	 	43	 
	 	 	9.3	Right of the Company to Terminate Plan	 	43	 
	 	 	9.4	Complete Termination	 	44	 
	 	 	9.5	Partial Termination of the Plan	 	45	 
	 	 	9.6	Merger or Transfer of Assets	 	45	 
	 
	ARTICLE X: MISCELLANEOUS PROVISIONS	 	46	 
	 
	 	 	10.1	Exclusive Benefit of Participants	 	46	 
	 	 	10.2	Plan Not a Contract of Employment	 	46	 
	 	 	10.3	Source of Benefits	 	46	 
	 	 	10.4	Qualified Domestic Relations Orders	 	46	 
	 	 	10.5	Benefits Not Assignable	 	46	 
	 	 	10.6	Separation of Invalid Provisions	 	47	 
	 	 	10.7	Benefits Payable to Minors, Incompetents and Others	 	47	 
	 	 	10.8	Doubt as to Right to Payment	 	47	 
	 	 	10.9	Direct Rollover	 	47	 
	 	 	10.10	Participation in the Plan by a Subsidiary	 	48	 
	 	 	10.11	Estoppel of Participants and Beneficiaries	 	49	 
	 	 	10.12	Inability to Locate Distributee	 	49	 
	 	 	10.13	Action by Company or Employer	 	49	 
	 	 	10.14	Provision of Information	 	50	 
	 	 	10.15	Controlling Law	 	50	 
	 	 	10.16	Conditional Restatement	 	50	 
	 	 	10.17	Singular and Plural and Article and Section References	 	50	 
	 	 	10.18	Non-duplication of Benefits	 	50	 
	 	 	10.19	Military Service	 	51	 
	 
	ARTICLE XI: LIMITATIONS ON BENEFITS	 	52	 
	 
	 	 	11.1	Code § 415 Limits	 	52	 
	 	 	11.2	Code § 401(a)(4) Top 25 Limits	 	53	 
	 
	ARTICLE XII: TOP HEAVY PROVISIONS	 	54	 
	 
	 	 	12.1	Definitions	 	54	 
	 	 	12.2	Minimum Benefit	 	55	 
	 	 	12.3	Vesting	 	56	 
	 	 	12.4	Limitations	 	56	 





v


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(Continued)


	 	 	 	 	 	 	Page
 	 
	 	 	Appendix A	 	Actuarial Equivalent	 	58	 
	 	 	Appendix B	 	Special Provisions For Members Of The United Pharmacists Guild	 	64	 
	 	 	Appendix C	 	Special Provisions For Members Of Local 478, IBT	 	65	 
	 	 	Appendix D	 	December 13, 1996 Retirement Incentive Program	 	66	 
	 	 	Appendix E	 	Special Provisions For Former Local 1776 Employees	 	71	 
	 	 	Appendix F	 	Special Provisions For Former Employees Of Rickel Home Centers Division	 	73	 
	 	 	Appendix G	 	Special Provisions Applicable To Employees Of Pauls Trucking And Blair Distributors	 	76	 
	 	 	Appendix H	 	Special Provisions For Former Sponsored Pension Plan Participants	 	77	 
	 	 	Appendix I	 	Special Provisions For Members Of Local 371, UFCW	 	78	 





vi


SGC PENSION PLAN


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


BACKGROUND


Effective as of October
30, 1966, Supermarkets General Corporation adopted the Supermarkets General
Corporation Pension Plan (“Plan”) for the benefit of its eligible
employees and the eligible employees of its subsidiaries which elected to
participate in the Plan. The Plan was subsequently amended from time to time and
effective as of January 1, 1976, the Plan was amended and restated to
conform with the provisions of the Employee Retirement Income Security Act of
1974 (“ERISA”). Through corporate restructuring effective
October 22, 1993, Supermarkets General Corporation became known as Pathmark
Stores, Inc. (the “Company”). The Plan was subsequently renamed the
SGC Pension Plan. The Plan is intended to comply with the applicable
requirements of the Internal Revenue Code of 1986 (“Code”) and ERISA,
both as amended.


Effective as of
January 1, 1984, and January 1, 1985, the Plan was amended to comply
with the applicable requirements of the Tax Equity and Fiscal Responsibility Act
of 1982, the Tax Reform Act of 1984 and the Retirement Equity Act of 1984.


Effective as of
January 1, 1989, the Plan was amended and restated to comply with the
applicable requirements of the Code and ERISA, both as amended, including 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.


Effective August 1,
1997, the Pathmark Stores, Inc. and United Food and Commercial Workers,
Local 1776, Pension Plan (“Local 1776 Pension Plan”) was
merged into this Plan and all of the assets and liabilities of the
Local 1776 Pension Plan were transferred to this Plan. Retirement benefits
of former participants in the Local 1776 Plan shall be payable in
accordance with the terms of Appendix E hereof.


Effective April 30, 1998,
the SGC Sponsored Pension Plan for Employees Covered by Certain Collective
Bargaining Agreements (the “Sponsored Pension Plan”), a single plan
comprising several plan documents, was merged into this Plan and all of the
assets and liabilities of the Sponsored Pension Plan were transferred to this
Plan. Retirement benefits of participants in the Sponsored Pension Plan shall be
payable in accordance with the terms of Appendices H and I hereof.


This amended and restated
Plan is intended to comply with the applicable requirements of the Code and
ERISA, both as amended, including 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.


2


Except as otherwise
expressly provided, the rights of any participant who terminates employment (and
his/her beneficiary), including rights with respect to vesting, benefit accrual,
and distributions shall be determined in accordance with the provisions of the
Plan as in effect on the date of such termination of employment.


Special provisions
applicable to certain groups of participants are 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.


3


ARTICLE I


DEFINITIONS


Each of the following
terms shall have the meaning set forth in this Article I for purposes of
this Plan:


Actuarial
Equivalent: An amount or a benefit of equivalent present value to the
Retirement Pension which would otherwise be provided a Participant, determined
on the basis of the actuarial assumptions set forth by the Administrative
Committee in Appendix A hereto, which assumptions may differ from those
used in establishing Plan costs and liabilities.


Administrative Committee:
The committee appointed by the Company pursuant to, and having the responsibilities
specified in, Article VIII.


Average
Final Compensation: Subject to the terms of Section 2.4, the highest average
of a Participant’s annual Compensation for the five full 12-month Plan
Years of Plan participation (whether or not consecutive) during the ten
consecutive Plan Years of Plan participation ending with the December 31
coincident with or next preceding the Participant’s Termination of
Employment, Retirement or date of death (or, in the case of a Participant who
has suffered a Disability, any earlier Benefit Commencement Date), whichever is
applicable. For purposes of determining a Participant’s Average Final
Compensation, any full 12-month Plan Year of Employment which begins prior to
the Participant’s first full 12-month Plan Year of Plan participation but
after the Participant’s Credited Service Commencement Date shall be treated
as a full 12-month Plan Year of Plan participation. If a Participant is in an
inactive status and receives no Compensation for one or more full 12- month Plan
Years, such year or years shall be disregarded in determining the
Participant’s consecutive years of Plan participation. In the event a
Participant does not have at least five full 12-month Plan Years of Plan
participation, Average Final Compensation shall mean the average annual
Compensation for the Participant’s total number of full 12-month Plan Years
of Plan participation. Notwithstanding the foregoing, if a Participant’s
Termination of Employment, Retirement or death occurs on or after December 1 of
a Plan Year, the year in which the Participant’s Termination of Employment,
Retirement or death occurs shall be included in such ten-year period.
Furthermore, if the Participant’s Termination of Employment, Retirement or
death occurs prior to December 1 of a Plan Year and Compensation in his/her last
year of employment is greater than any one of the full 12-month Plan Years of
Compensation which would otherwise be used in the averaging period, such
Compensation for the last year of employment shall be substituted for the lowest
Plan Year of Compensation which would otherwise have been used. Use of the
Participant’s Compensation in his/her last year of employment, pursuant to
the preceding sentence, extends the ten-year period of Compensation considered
in selecting the highest five to include, as an eleventh year, the
Participant’s last year of employment.


4


If
a Participant is rehired and is entitled to the reinstatement of prior Credited
Service and Vesting Service and does not have at least five consecutive full
12-month Plan Years of Plan participation after he/she is rehired, then his/her
Average Final Compensation shall mean the average of the annual Compensation for
the Participant’s total number of full 12-month Plan Years of Plan
participation after he/she is rehired plus the annual Compensation for the most
recent consecutive full 12-month Plan Years of Plan participation during his/her
prior period of Employment. No more than a total of five Plan Years of
Compensation are to be used in determining the Average Final Compensation.


In
no event will a Participant’s accrued benefit be reduced below the benefit
accrued as of December 31, 1994 as a result of the change in the definition of
Average Final Compensation effective as of January 1, 1995.


Beneficiary:
(1) With respect to any benefits payable upon a Participant’s death on
or after his/her Benefit Commencement Date, the person or persons determined in
accordance with Section 5.5, and (2) with respect to any benefits
payable under Section 6.1 upon a Participant’s death prior to his/her
Benefit Commencement Date, his/her Surviving Spouse.


Benefit
Commencement Date: The date as of which a Participant receives or begins to
receive payment of his/her Retirement Pension, determined in accordance with the
following:


	 	(a)	A Participant’s (or Beneficiary’s) Benefit Commencement Date is the
first date for which a benefit under the Plan is paid to the Participant (or
Beneficiary) as an annuity, or in any other form. No more than one Benefit
Commencement Date shall occur with respect to a Participant after attainment of
age 70-1/2.





	 	(b)	If payment of a Participant’s benefit
under Section 3.2, 3.5, or 3.6 as the case may be, commences before attainment of Normal Retirement Age,
and such benefit payments subsequently are suspended under Section 3.8 on account of reemployment, and
the Participant’s Retirement Pension increases during the period of suspension as a result of the accrual
of additional Credited Service —





	 	(i) 	the
Participant's original Benefit Commencement Date shall be cancelled, and





	 	(ii) 	the
Participant’s new Benefit Commencement Date as determined under  paragraph (a)
above and based on the date of benefit re-commencement shall  apply to his/her entire
benefit.





	 	(c)	The Benefit Commencement Date for a
Participant receiving a benefit under Section 3.4(a) or 3.4(b) shall be the earlier of (i) age 65, or (ii) any
date as of which the Participant elects to commence payment of a benefit to which the Participant is otherwise
entitled under Section 3.2 or 3.5.





	 	(d)	If a Participant’s Retirement Pension
is cashed out under Section 5.4 and the Participant subsequently accrues an additional Retirement Pension
—





5


	 	(i) 	the
Participant’s original Benefit Commencement Date with respect to the  Retirement
Pension cashed out under Section 5.4 as determined under  paragraph (a) above
shall continue to apply to such Retirement Pension, and





	 	(ii) 	the
Participant’s new Benefit Commencement Date with respect to the  additional
Retirement Pension shall be the date determined under  paragraph (a) above and based
on the date of commencement of the additional  Retirement Pension only with respect to
such additional Retirement Pension.





Benefit
Commencement Date(s) shall be determined in accordance with the applicable
provisions of Code § 417.


Board
of Directors: The board of directors of the Company or any person or persons
to whom the Board of Directors has delegated in writing the authority to act in
its place.


Break-in-Service:
A 12-month Computation Period in which an Employee is credited with less than
501 Hours of Service. Solely for purposes of determining whether a
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 Computation Period in which the absence begins if such Hours of
Service are needed to prevent a one year Break-in-Service, or (2) in any
other case, in the following 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 a Break-in-Service has occurred.


Code:
The Internal Revenue Code of 1986, as now in effect or as amended from time to
time. Reference to a specific provision of the Code shall include such provision
and any applicable regulation pertaining thereto.


Company: Pathmark Stores,
Inc. and any predecessor or successor legal entity.


Compensation:
The sum of an Eligible Employee’s base salary or wages, plus all other cash
compensation subject to Federal income tax withholding, that is paid directly by
the Company or a Subsidiary to the Eligible Employee during a Plan Year for
services rendered to the Company or a Subsidiary, including compensation paid
while such Eligible Employee is included in a unit covered by a collective
bargaining agreement, and any amounts contributed to or under a plan or
arrangement maintained by the Company or a Subsidiary under Code §125,
132(f) or 401(k) pursuant to a salary reduction election made by the Eligible
Employee, 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.


6


In the event
that an Eligible Employee is credited with less than 1,820 Hours of Credited Service for
any Plan Year beginning on or after January 1, 1976, the Eligible Employee’s
Compensation for such Plan Year shall be adjusted to a full-time basis by multiplying the
Eligible Employee’s actual Compensation for the Plan Year as defined above by 1,820
and dividing by the Eligible Employee’s actual number of Hours of Credited Service
for the Plan Year. A Participant who is receiving benefits under a long-term disability
plan sponsored by his/her Employer and who was both an Eligible Employee and a Participant
immediately prior to the commencement of the Disability shall be treated as continuing to
receive Compensation at the rate in effect prior to the commencement of the Disability,
determined based on the most recent full 12-month Plan Year of Compensation, for the
period for which he/she is receiving such long-term disability benefits up to (i) if
the initial date of the Participant’s absence from Employment by reason of the
illness or condition which resulted in the Disability was on or after February 1, 1998,
the date that is one year after the initial date of such absence or, if earlier, the date
the Participant attains age 65; or (ii) if the initial date of the Participant’s
absence from Employment by reason of the illness or condition which resulted in the
Disability was prior to February 1, 1998, the date the Participant attains age 65. In no
event, however, shall such a Participant be treated as receiving Compensation during any
period of time for which he/she is receiving a Disability Retirement Pension or any other
Retirement Pension.


Effective
January 1, 1989, the amount of an Eligible Employee’s Compensation taken into
account under the Plan for any Plan Year, including a year prior to 1989, shall not exceed
the dollar limit in effect for such year under Code § 401(a)(17).
Notwithstanding the immediately preceding sentence, until January 1, 1994, the Code
§ 401(a)(17) limit in effect on the date of the Participant’s Termination
of Employment, Retirement, death or Disability shall apply to all years of Compensation.
After December 31, 1993, each calendar year’s Code § 401(a)(17) limit
shall apply only to that calendar year and not to prior calendar years.


The
determination of Compensation will be made by the Administrative Committee in accordance
with records maintained by the Employer and shall be conclusive.


Computation
Period:  The calendar year.


Contingent
Annuity:  The Qualified Joint and Survivor Annuity or the annuity form of payment
described in Section 5.3(b).


Credited
Service:  The period taken into account under Section 4.2 for purposes of determining
the  amount of a Participant's Retirement Pension.


7


Credited
Service Commencement Date: For any Eligible Employee shall be the earlier of (x) the
date the Eligible Employee became a Participant, and (y) the first day of the month
coincident with or following the latest of (i) age 25, (ii) the date the Employee became
an Eligible Employee, or (iii) the Employee’s Employment Commencement Date in the
case of an Employee who is credited with at least 1,000 Hours of Service during the 12
month period beginning on his/her Employment Commencement Date or whose Hours of Service
during the Plan Year which includes his/her Employment Commencement Date, if annualized,
would equal or exceed 1,000 hours, and, in all other instances, the first day of the first
Plan Year in which the Employee has a Year of Service.


Disability:
An individual shall be considered to be suffering from a Disability for purposes of this
Plan if such individual is either (i) receiving benefits under a long-term disability
plan sponsored by the Employer, or (ii) receiving disability benefits under
Title II of the Social Security Act.


Disability
Retirement Pension:  A Retirement Pension payable pursuant to Section 3.4.


Early
Retirement Age: A Participant shall have attained his/her Early Retirement Age when
he/she has completed at least 10 years of Vesting Service and has attained the age of
55 while in active Employment or while suffering a Disability.


Early
Retirement Date: The first day of any month coincident with or next following the
Participant’s Early Retirement Age and prior to Normal Retirement Age as of which a
Participant elects to retire.


Effective
Date:  January 1, 2001, the effective date of this amended and restated Plan.


Eligibility
Year of Service: The consecutive 12-month period beginning on an Employee’s
Employment Commencement Date or Reemployment Commencement Date, as applicable, if such
Employee completes 1,000 Hours of Service within such 12-month period, or in the event the
Employee fails to complete 1,000 Hours of Service in such 12-month period, any Plan Year
commencing after the Employee’s Employment Commencement Date or Reemployment
Commencement Date, as applicable, in which an Employee completes 1,000 Hours of Service.


Eligible
Employee: Any Employee of the 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 §414(n)(2); (d) any Employee at one or more Employment Units of an Employer
designated in writing by that Employer as ineligible to participate in the Plan pursuant
to Section 2.3; or (e) prior to January 1, 2001, any Employee who was not an Eligible
Employee under the terms of the Plan then in effect. 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.


8


Employee:
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
§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
nonhighly compensated work force, within the meaning of Code § 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 § 414(n)(5).


Employer:
The Company and each Subsidiary which adopts this Plan with the approval of the Company
pursuant to Section 10.10. Effective January 1, 2001, only an ERISA Affiliate may
adopt this Plan.


Employment:
An Employee's employment with the Company or a Subsidiary or, as otherwise specified by
the Administrative Committee on a uniform and nondiscriminatory basis, any predecessor of
any of  them.


Employment
Commencement Date:  The date on which an Employee first completes an Hour of Service.


Employment
Unit:  An identifiable division, subdivision, plant or location of the Employer.


Entry
Date:  The first day of January and the first day of July of each Plan Year.


ERISA:
The Employee Retirement Income Security Act of 1974, as amended from time to time.
Reference to a specific provision of ERISA shall include such provision and any applicable
regulation pertaining thereto.


ERISA
Affiliate: Any entity (other than the Company) while it is:


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





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





9


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





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





Full-Time
Credited Service:  The amount of Credited Service determined in accordance with
Section 4.2.3(a).


Fund:
A fund established under the Plan in which Plan assets are held.


Hour of
Credited Service: Each Hour of Service attributable to Employment as an Eligible
Employee on or after the Employee’s Credited Service Commencement Date, provided
that:


	 	(a) 	Hours
of Service credited with respect to periods during which no services are  performed
(other than back pay awards or service with a predecessor employer)  shall be considered
attributable to Employment as an Eligible Employee only if  such periods of absence
immediately follow Employment as an Eligible Employee;  and





	 	(b) 	A
Participant who is receiving benefits under a long-term disability plan  sponsored by
his/her Employer and who was both an Eligible Employee and a  Participant immediately
prior to the commencement of the Disability shall be  credited with an Hour of Credited
Service for each regularly scheduled working  hour (exclusive of overtime) for the period
for which he/she is receiving such  long-term disability benefits up to (i) if the
initial date of the  Participant’s absence from Employment by reason of the illness
or condition  which resulted in the Disability was on or after February 1, 1998, the date
that  is one year after the initial date of such absence or, if earlier, the date on
which the Participant attains age 65; or (ii) if the initial date of the  Participant’s
absence from Employment by reason of the illness or condition  which resulted in the
Disability was prior to February 1, 1998, the date on  which the Participant attains age
65. In no event, however, shall such a  Participant be credited with Hours of Credited
Service during any period of time  for which he/she is receiving a Disability Retirement
Pension or any other  Retirement Pension.





Hour of
Service:  Each hour inclusive under any of subsections (a) through (f), applied
without  duplication, but subject to the provisions of subsection (g):


	 	(a) 	Each
hour for which an Employee is paid, or entitled to payment, for the  performance of
duties for the Company or a Subsidiary. Such hours shall be  credited to the period in
which the duties were performed;





	 	(b) 	Each
regularly scheduled working hour (exclusive of overtime) during a period  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 or leave of absence;





10


	 	(c) 	Each
regularly scheduled working hour (exclusive of overtime) which would  constitute an Hour
of Service under subsection (a) or (b) 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); and





	 	(d) 	Each
regularly scheduled working hour (exclusive of overtime) which would  constitute an Hour
of Service under subsection (a) or (b) 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;  provided, that such individual returns to
service with the Company or a  Subsidiary at the expiration of the leave unless otherwise
expressly provided by  the written terms of that leave.





For the
purposes of subsections (b), (c) and (d), Hours of Service shall be credited to
the period(s) in which occur the regularly scheduled working hours with respect to which
such Hours of Service are determined, beginning with the first such hours.


	 	(e) 	Each
hour for which back pay, irrespective of mitigation of damages, is either  awarded or
agreed to by the Company or a Subsidiary. Such hours shall be  credited to the period(s)
to which the back pay award or agreement pertains  rather than the period in which the
award, agreement or payment is made;





	 	(f) 	In
applying the provisions of this Section, each hour of an Employee’s  service with a
predecessor employer shall be treated as service with the Company  to the extent required
by law or to the extent determined by the Board of  Directors of the Company in its
discretion;





	 	(g) 	Notwithstanding
any other provision of this Plan, Hours of Service otherwise  required to be credited
pursuant to Subsections (b) or (d) shall be  subject to the following
limitations:





	 	(i) 	No
more than 501 of such Hours of Service shall be credited on account of any  single
continuous period during which an 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;





11


	 	(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.





	 	(h) 	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. Also, where an Employee’s  actual number of Hours of Service for an
entire Plan Year have been counted and  recorded, but the Employee’s Hours of
Service for a portion of such Plan  Year are not readily determinable from Employer
records or otherwise, the  Employee shall be credited with 45 Hours of Service for each
week during such  portion of the Plan Year; provided, however, that in no event shall the
total  number of Hours of Service so credited to any Employee for a Plan Year exceed  the
Employee’s actual number of Hours of Service for the entire Plan Year.





Investment
Manager:  Any person appointed pursuant to Section 8.5 having the power to direct the
investment of Plan assets in accordance with that Section.


Late
Retirement Date: The first day of any month after a Participant’s Normal
Retirement Age coincident with or next following the date the Participant actually
retires.


Non-Union
Vesting Service: A Participant’s Vesting Service determined by excluding any
Hours of Service credited with respect to a period while the Participant was a member of a
collective bargaining unit.


Non-Vested
Termination of Employment: A Termination of Employment without a right to an immediate
or deferred Retirement Pension under Article III.


Normal
Retirement Age: The later of (1) age 65 and (2) the earlier of
(a) the fifth anniversary of the date the Eligible Employee’s participation in
the Plan commenced or (b) the Eligible Employee’s completion of five years of
Vesting Service.


Normal
Retirement Date: The first day of the calendar month coinciding with or next following
the date on which the Participant attains Normal Retirement Age.


Participant:
An Eligible Employee who has commenced participation in the Plan as provided in
Article II or any other Employee or former Employee who has a right to receive
benefits under the Plan.


12


Part-Time
Credited Service:  The amount of Credited Service determined in accordance with
Section 4.2.3(b).


Plan:
The SGC Pension Plan, as amended from time to time.


Plan Year:
Each 12-consecutive month period ending on December 31.


Primary
Social Security Benefit: The amount of old age insurance benefit to which a
Participant would be entitled at age 65 (or Retirement, if later) under the Social
Security Act in effect at the Participant’s Retirement, Termination of Employment or
earlier Benefit Commencement Date, determined  —


	 	(a) 	on
the assumption that the Participant received no wages within the meaning of  the Social
Security Act for any of the calendar years 1967 through 1972 during  which the
Participant participated in the Supermarkets General Corporation  Profit-Sharing Plan; and





	 	(b) 	without
regard to provisions of such Social Security Act which relate to  scheduled increases in
benefit amounts or percentages, benefit formula break  points, or covered compensation
subsequent to the year of Termination of  Employment (or earlier Benefit Commencement
Date); and





	 	(c) 	without
regard to any event (including, without limitation, continued earnings,  insufficient
quarters of coverage to qualify for benefits, waiver of or failure  to claim benefits,
failure to survive to Social Security retirement age, or  reduction of benefits at Social
Security retirement age because of the earlier  commencement thereof) which might cause
the Participant not actually to receive  such benefit; and





	 	(d) 	with
regard to deferred retirement credits in the case of a Participant who  continues in
employment beyond age 65; and





	 	(e) 	on
the assumption that a Participant who has a Termination of Employment (or is  entitled to
a Disability Retirement Pension in accordance with  Section 3.4(a)) will receive
future earnings until Social Security  retirement age equal to Compensation earned in the
last full calendar year of  service preceding Termination of Employment (or in the case
of Disability, the  Participant’s initial date of absence by reason of the illness
or condition  which resulted in the Disability); and





	 	(f) 	on
the assumption that a Participant who separates from service on account of  Retirement
will receive no future earnings; and





	 	(g) 	on
an estimated basis by reference to tables (based on the Social Security Act  in effect in
the year of Termination of Employment, Retirement, death, or  Disability and the
Participant’s Compensation for the immediately preceding  calendar year) prepared
using the actual change in the average national wage  from year to year as determined by
the Social Security Administration, as  applicable to benefits payable at different ages
and levels of final pay, unless  the Participant (or Surviving Spouse) supplies the
Administrative Committee with  a detailed earnings history issued by the Social Security
Administration for  each year of employment, whether or not with an Employer, in which
case the  Participant’s Primary Social Security Benefit shall be calculated using
such earnings history, rather than by reference to tables if such earnings  history
results in a greater Retirement Pension; provided that the earnings for  a period of
disability shall be at the rate in effect in the year prior to the  commencement of
Disability, determined based on the most recent full 12-month  Plan Year of Compensation,
provided that such data is supplied to the  Administrative Committee within six months
following the later of the date of  (i) separation from service or (ii) notification
of the Plan benefit  to which the Participant (or Surviving Spouse) is entitled by
reference to  tables. Notice of the rights of Participants to obtain such data from the
Social  Security Administration and to supply it to the Administrative Committee and
notice of financial consequences thereof shall be given each time the summary  plan
description of this Plan is provided to Participants and upon separation  from service.





13


For purposes
of determining the Social Security Leveling Benefit optional form of benefit (under
Section 5.3(d)), the Primary Social Security Benefit shall be reduced as if it
commenced at age 62.


Qualified
Joint and Survivor Annuity: An annuity for the life of the Participant with a survivor
annuity continuing after the Participant’s death to the Participant’s surviving
Spouse for the surviving Spouse’s life in an amount which is equal to 50% of the
amount payable during the Participant’s life and which is the Actuarial Equivalent of
the Participant’s Retirement Pension.


Reemployment
Commencement  Date:  The date upon which an Employee first completes an Hour of
Service  after a  Break-in-Service.


Retirement:
Any termination of a Participant’s Employment on or after his/her Normal Retirement
Age or Early Retirement Age. 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 Retirement 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. An Employee whose last day
of Employment is the last day of a payroll year shall be deemed to retire on the first day
of the next payroll year.


Retirement
Pension: As of any date, the monthly retirement benefit credited to a Participant
under Article III in the form of a Single Life Annuity, determined as if the
Participant had terminated Employment on such date.


Single
Life Annuity:  The annuity form of payment described in Section 5.3(a).


14


Spouse:
The person married to a Participant on the Participant's Benefit Commencement Date.


Subsidiary:
(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 and that the Administrative Committee designates as a
“Subsidiary” for purposes of this Plan; or (c) any ERISA
Affiliate.


Surviving
Spouse: For purposes of the pre-retirement death benefit of Article VI, the
person, if any, married to a Participant throughout the six-month period ending on the
date of the Participant’s death.


Termination
of Employment: The voluntary or involuntary severance of Employment, including
lay-off, prior to and not including an Employee’s Retirement or death. 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. An Employee whose last day of Employment is
the last day of a payroll year shall be deemed to terminate on the first day of the next
payroll year.


Trust
Agreement:  The agreement between the Company and the Trustee with respect to the
Fund.


Trustee:
An individual, bank, trust company or other financial institution appointed as trustee
pursuant to Article Vii, and any successor trustee.


Vesting
Service: The Years of Service credited to a Participant under Section 4.1 for
purposes of determining the Participant’s right to receive his/her Retirement Pension
under Article III.


Year of
Service:  Each Plan Year in which an Employee is credited with 1,000 Hours of Service.


15


ARTICLE II


PARTICIPATION


	2.1 	Admission as a Participant





	2.1.1 	An
Eligible Employee shall become a Participant on the Entry Date coincident  with or next
following the date on which he/she attains age 21 and completes an  Eligibility Year of
Service, provided he/she is an Eligible Employee on such  Entry Date. Any Eligible
Employee who was a Participant immediately prior to the  Effective Date shall remain a
Participant as of that date. An Eligible Employee  whose Employment Commencement Date was
both prior to January 1, 1988 and  after his/her attainment of age 60 shall become a
Participant in the Plan on  January 1, 1988 or, if later, on the Entry Date
coincident with or next  following the date on which he/she completes an Eligibility Year
of Service  provided he/she is actively employed as an Eligible Employee on such date.





	2.1.2 	An
Eligible Employee who did not become a Participant on the Entry Date  coincident with or
next following the date on which he/she met the eligibility  requirements of Section 2.1.1
because he/she was not then an Eligible  Employee shall become a Participant as of the
first day on which he/she again  becomes an Eligible Employee, unless his/her prior Years
of Service are  disregarded under Section 2.2.1 in which event he/she will be
treated as a  new Employee.





	2.1.3 	An
individual who has ceased to be a Participant and who again becomes an  Eligible Employee
shall become a Participant as of the first date on which  he/she again becomes an
Eligible Employee, unless his/her prior Years of Service  are disregarded under Section 2.2.1
in which event he/she will be treated  as a new Employee.





	2.2 	Crediting
of Service for Eligibility Purposes





	2.2.1 	An
Eligible Employee or Participant who has a Non-Vested Termination of  Employment shall
lose credit for his/her Eligibility Years of Service prior to  such Termination of
Employment and shall be treated as a new Employee if:





	 	(a) 	as
of any date prior to January 1, 1985, his/her number of consecutive one  year
Breaks-in-Service was equal to or exceeded his/her Eligibility Years of  Service credited
at the time of such Termination of Employment; or





	 	(b) 	as
of any date after December 31, 1984, his/her number of consecutive one  year
Breaks-in-Service equals or exceeds the greater of five consecutive one  year
Breaks-in-Service or his/her Years of Eligibility Service credited at the  time of such
Termination of Employment.





	2.2.2 	An
Eligible Employee or Participant who incurs one or more consecutive  Breaks-in-Service
but whose Eligibility Years of Service prior to such  Breaks-in-Service are not
disregarded in accordance with Section 2.2.1  shall become a Participant:





16


	 	(a) 	In
the case of an individual who had been a Participant, as of his/her  Reemployment
Commencement Date.





	 	(b) 	In
the case of an Eligible Employee who had not yet become a Participant, as of  his/her
Reemployment Commencement Date, if he/she completes a consecutive  12-month period
beginning on his/her Reemployment Commencement Date during which  he/she had at least
1,000 Hours of Service; or in the event he/she fails to be  credited with at least 1,000
Hours of Service in such 12-month period, as of  January 1 of the first Plan Year
beginning after his/her Reemployment  Commencement Date during which he/she completes at
least 1,000 Hours of Service.





	2.3 	Nonparticipating
Employment Units





Notwithstanding
Section  2.1.1, 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





	2.4.1	(a) 	If an Employee of a Subsidiary not participating in the Plan or an Employee  employed in
an ineligible employment category is transferred to service in an  eligible category with
an Employer and he/she has otherwise met the eligibility  requirements to become a
Participant under Section 2.1.1, he/she shall become a  Participant on the date of such
transfer. Otherwise, he/she shall become a  Participant at the applicable date determined
in accordance with the provisions  of Section 2.1.1.





	 	(b) 	If
an Employee of a Subsidiary not participating in the Plan or an Employee in  an
ineligible category is transferred to service in an eligible category with an  Employer
and becomes a Participant in accordance with this Section 2.4.1,  (1) then
his/her prior years of service with the Company or a Subsidiary  shall be taken into
account for purposes of determining his/her Vesting Service,  but shall not be taken into
account for purposes of determining his/her years of  Credited Service, and (2) his/her
full 12-month Plan Years of compensation  earned during his/her prior years of service
with the Company or a Subsidiary  shall be taken into account for purposes of determining
his/her Average Final  Compensation for such Plan Years coincident or following the date
the Employee  would have become a Participant if employed as an Eligible Employee and in
such  amount as would have counted as Compensation if the Employee had been an  Eligible
Employee for such Plan Years.





	2.4.2 	If
a Participant is transferred to a Subsidiary not participating in the Plan or  an
ineligible Employment category, (1) then the Participant’s service  with the
Company or a Subsidiary subsequent to transfer shall be taken into  account for purposes
of determining Vesting Service, but shall not be taken into  account for purposes of
determining Credited Service, and (2) his/her full  12-month Plan Years of
compensation (in such amount as would have counted as  compensation if the Employee had
been an Eligible Employee in such plan years)  earned during his/her years of service
with the Company or a Subsidiary  subsequent to transfer shall be taken into account for
purposes of determining  his/her Average Final Compensation, and (3) his/her Primary
Social Security  Benefit shall be determined upon his/her Retirement or Termination of
Employment.





17


	2.5 	Participation
Automatic





Participation
in this Plan shall be automatic upon satisfaction of the eligibility provisions of this
Article II, and no Employee who is otherwise eligible shall be permitted to decline
participation.


18


ARTICLE III


RETIREMENT
PENSIONS


	3.1 	Normal
Retirement Pension





Each
Participant who attains his/her Normal Retirement Age while an Employee and retires from
Employment shall receive a monthly Retirement Pension commencing on his/her Normal
Retirement Date. The monthly amount of such Retirement Pension shall be equal to the
greatest of —


	 	(a) 	1/12th
of (1) the excess of 40% of the Participant’s Average Final  Compensation over 50%
of the Participant’s Primary Social Security Benefit,  multiplied by (2) a fraction,
the numerator of which is the Participant’s  Credited Service (not to exceed 30
years) and the denominator of which is 30; or





	 	(b) 	the
sum of (i) $10.50 times each year of Full-Time Credited Service and (ii)  $8.00 times
each year of Part-Time Credited Service; provided that no more than  30 years of Credited
Service (applied by first using the years of Full-Time  Credited Service) shall be taken
into account; or





	 	(c) 	the
largest monthly benefit to which the Participant would have been entitled  under Section
3.2 had he/she retired with an immediate Retirement Pension at an  Early Retirement Date;
or





	 	(d) 	in
the case of any Participant whose Compensation (determined without regard to  the
limitations of Code § 401(a)(17)) exceeded $200,000 in any  calendar year prior
to January 1, 1989, the sum of (i) the Retirement Pension  (calculated without regard to
this paragraph (d)) calculated as of December 31,  1988, without regard to the
limitations of Code § 401(a)(17) and (ii)  the Retirement Pension (calculated
without regard to this paragraph (d))  calculated as of any date after December 31, 1988
but taking into account only  Credited Service since January 1, 1989 (such Credited
Service not to exceed 30  years less the Credited Service as of December 31, 1988); or





	 	(e) 	in
the case of any Participant whose Compensation (determined without regard to  the
limitations of Code § 401(a)(17)) exceeded $200,000 in any  calendar year prior
to January 1, 1994, the Retirement Pension (calculated by  applying the adjusted $200,000
limit in effect for 1993 (or such earlier year of  Termination of Employment, Retirement,
death or Disability) to all years of  Compensation) calculated as of December 31, 1993
(or such earlier date of  Termination of Employment, Retirement, death, or Disability); or





	 	(f) 	in
the case of any Participant whose Compensation (determined without regard to  the
limitations of Code § 401(a)(17)) exceeded $150,000 in any  calendar year prior
to January 1, 1994, the sum of (i) the Retirement Pension  (calculated without regard to
this paragraph (f)) calculated as of December 31,  1993 and (ii) the Retirement Pension
(calculated without regard to this  paragraph (f)) calculated as of any date after
December 31, 1993 but taking into  account only Credited Service since January 1, 1994
(such Credited Service not  to exceed 30 years less the Credited Service as of December
31, 1993).





19


Notwithstanding
the foregoing, a leased employee within the meaning of Code  § 414(n)(2), who
has attained Normal Retirement Age and, by virtue of  a prior period of employment, is
entitled to a benefit from this plan, shall  received his/her monthly Retirement Pension
commencing on his/her Normal  Retirement Date.


	3.2 	Early
Retirement Pension





A
Participant who has attained his/her Early Retirement Age while an active Employee and
retires from Employment prior to Normal Retirement Age shall be entitled to receive a
monthly Retirement Pension. Such monthly Retirement Pension shall be payable, at the
Participant’s election, (a) commencing as of the Participant’s Normal
Retirement  Date in an amount determined as of the date of his/her Retirement in
accordance with  Section 3.1, or (b) commencing as of the Participant’s Early
Retirement Date in an  amount determined as of the date of his/her Retirement in
accordance with Section 3.1, but  reduced by 1/3 of 1% for each month by which the
Participant’s Benefit Commencement  Date precedes his/her attainment of age 65. A
Participant’s election to commence  distribution of his/her Retirement Pension under
this Section 3.2 prior to his/her Normal  Retirement Date shall be made within the 90-day
period preceding his/her Benefit  Commencement Date.


	3.3 	Late
Retirement Pension





A
Participant who retires from Employment after his/her Normal Retirement Date shall
receive  a monthly Retirement Pension commencing as of his/her Late Retirement Date.


Subject to
Sections 3.8 and 5.6.2, the amount of such monthly Retirement Pension shall be determined
as of the date of his/her Retirement in accordance with Section 3.1. The Retirement
Pension payable upon a Participant’s Late Retirement Date shall never be less than
the Retirement Pension payable at his/her Normal Retirement Date.


	3.4 	Disability
Retirement Pension





A
Participant who prior to Normal Retirement Age suffers a Disability while an Eligible
Employee shall be entitled to a monthly Retirement Pension (a “Disability Retirement
Pension”) as follows —


20


	 	(a) 	If
the Participant is receiving benefits under a long-term disability plan  sponsored by
his/her Employer, his/her Disability Retirement Pension shall  commence on the first day
of the month coincident with or next following his/her  attainment of age 65 in a monthly
amount determined as of his/her attainment of  age 65 in accordance with Section 3.1.
Alternatively, such Participant may elect  to commence an Early Retirement Pension in
accordance with Section 3.2 or a  Disability Retirement Pension under Section 3.4(b)
below, in each case, if  he/she is otherwise eligible for such Retirement Pension.





	 	(b) 	If
the Participant is receiving disability benefits under Title II of the Social  Security
Act, the Participant shall be entitled to receive, upon application to  the
Administrative Committee, a monthly Disability Retirement Pension commencing  on the
first day of any month following the Participant’s commencement of  disability
benefits under Title II of the Social Security Act.





The monthly
amount of a Disability Retirement Pension payable to a Participant under  this Section
3.4(b) shall be determined under Section 3.1 except that such  determination shall be
made (i) without any reduction for commencement  prior to Normal Retirement Age; (ii) using
the Participant’s Average  Final Compensation and Credited Service as of the date
that the payment of  benefits under this Section 3.4(b) commences to the Participant; and
(iii) using  the monthly Social Security disability benefit payable to the Participant as
of  the date that the payment of benefits under this Section 3.4(b) commences to the
Participant (in lieu of his/her monthly Primary Social Security Benefit).


	 	(c) 	A
Disability Retirement Pension shall terminate (or shall not be payable, in the  event
such pension has not previously begun) if, prior to the Participant’s  Normal
Retirement Age, the Participant ceases to be eligible for benefits under  a long-term
disability plan sponsored by the Employer (in the case of Section  3.4(a)), the
Participant ceases to be eligible for Social Security disability  benefits (in the case
of Section 3.4(b)), the Participant returns to work  (except for purposes of
rehabilitation approved by the Administrative Committee)  or the Participant refuses to
undergo such physical examination or to furnish  such information as the Administrative
Committee may require in order to verify  the continuation of such Disability. The
Participant shall, thereafter, be  entitled to receive any other benefit under the Plan
to which the Participant  may then be entitled, based upon his/her Average Final
Compensation, Vesting  Service, Credited Service and Primary Social Security Benefit as
of the date  he/she is no longer entitled to receive a Disability Retirement Pension or,
if  earlier, the date that the Disability Retirement Pension commenced.





21


	3.5 	Vested
Termination Pension





A
Participant who terminates Employment with at least five years of Vesting Service (and
without being eligible to receive benefits under any other provision of this Article III)
shall be entitled to a monthly Retirement Pension. Such Retirement Pension shall be
payable, at the Participant’s election:


	 	(a) 	commencing
as of the Participant’s Normal Retirement Date in an amount  determined as of
his/her Termination of Employment in accordance with Section  3.1, or





	 	(b) 	if
the Participant has completed at least ten years of Vesting Service (and is  not eligible
to receive benefits under paragraph (c) of this Section 3.5),  commencing as of the first
day of any month coincident with or next following  the Participant’s attainment of
age 55 and prior to the first day of the  month coincident with or next following
attainment of age 65 in an amount  determined as of his/her Termination of Employment in
accordance with Section  3.1, but (i) if the Participant terminates Employment on or
after age 45,  reduced by 1/2 of 1% for each month by which the Participant’s
Benefit  Commencement Date precedes his/her Normal Retirement Date and (ii) if the
Participant terminates Employment prior to age 45, such amount shall be the  Actuarial
Equivalent of the Participant’s Retirement Pension payable as of  the Participant’s
Normal Retirement Date, or





	 	(c) 	if
the Participant has completed at least ten years of Non-Union Vesting Service  and the
Participant’s total years of Vesting Service and age as of the date  he/she
terminates Employment equals or exceeds 70 years, commencing as of the  first day of any
month coincident with or next following the Participant’s  attainment of age 55 and
prior to the first day of the month which is coincident  with or next following
attainment of age 65 in an amount determined as of  his/her Termination of Employment in
accordance with Section 3.1, but reduced by  1/3 of 1% for each month by which the
Participant’s Benefit Commencement  Date precedes his/her Normal Retirement Date.
Solely for purposes of this  paragraph (c), a Participant shall be credited with a
partial year of Vesting  Service (but not a partial year of Non-Union Vesting Service)
for any Plan Year  beginning on or after January 1, 1976 in which the Participant was
credited with  one or more but less than 1,000 Hours of Service (and would otherwise be
credited with a year of Vesting Service but for the failure to complete 1,000  Hours of
Service in such year) equal to the fraction determined by dividing the  Participant’s
actual number of Hours of Service for such Plan Year by  1,000.





A
Participant’s election to commence distribution of his/her Retirement  Pension under
this Section 3.5 prior to his/her Normal Retirement Date shall be  made within the 90-day
period preceding his/her Benefit Commencement Date.


22


	3.6 	Special
Retirement Pension





The Company
may, in its sole discretion, from time to time, in response to business needs of an
Employer, define on a non-discriminatory basis a group of Participants to whom there will
be offered the opportunity to retire from Employment under special terms and conditions.
The terms of any such offer shall be set forth in an appendix hereto, which shall be
treated as part of the Plan as if set forth fully herein.


	3.7 	Non-Vested
Termination or Death





A
Participant who has a Non-Vested Termination of Employment shall not be entitled to any
benefit under this Plan. No benefit shall be payable with respect to a Participant who
dies before his/her Benefit Commencement Date except as may be provided under Article VI
(Pre-Retirement Death Benefits).


	3.8 	Suspension
of Benefits





	3.8.1. 	If
a Participant receiving monthly retirement benefits under the Plan is rehired  by the
Company or any ERISA Affiliate, the monthly retirement benefits payable  to such a
Participant shall not be suspended (in accordance with the remainder  of this Section 3.8)
unless and until such Participant completes a Year of  Service.





	3.8.2 	If
a Participant receiving monthly retirement benefits under the Plan is rehired  by the
Company or any ERISA Affiliate and completes a Year of Service subsequent  to
reemployment, such monthly benefits shall be suspended for each calendar  month or
four-week or five-week payroll period ending in a calendar month during  which the
Participant is employed by the Company or an ERISA Affiliate and is  credited with 83 or
more Hours of Service for the Company or an ERISA Affiliate  which is considered as
service under ERISA § 203(a)(3)(B).





If for any
month such an Employee or an Employee who continues to work past his/her Normal
Retirement  Age is credited with less than 83 Hours of Service for the Employer or an
ERISA Affiliate  considered as service under ERISA § 203(a)(3)(B) in any
calendar month or  four-week or five-week payroll period, no benefit payment shall be
made until the  Participant subsequently terminates Employment. Upon Termination of
Employment or, if  earlier, the Participant’s Required Beginning Date under Section
5.6.2, the  Participant shall be paid the Actuarial Equivalent of the monthly payment
which would have  been paid for the month in which the Participant is credited with less
than 83 Hours of  Service.


	3.8.3 	The
amount of benefits which shall be suspended under this Section 3.8 shall not  exceed the
lesser of the actual amount of benefits previously payable to the  Participant or the
amount which would have been payable under a Single Life  Annuity.





23


	3.8.4 	No
payment shall be withheld by the Plan pursuant to this Section 3.8 unless the
Administrative Committee notifies the Employee by personal delivery or first  class mail
during the first calendar month or payroll period in which the Plan  withholds payments
that his/her benefits are suspended. Such notification shall  contain a description of
the specific reasons why benefit payments are being  suspended, a description of the Plan
provision relating to the suspension of  payments, a copy of such provisions, and a
statement to the effect that  applicable Department of Labor regulations may be found in
Title 29 of the Code  of Federal Regulations § 2530.203-3. In addition, the
notice shall  inform the Employee of the Plan’s procedures for affording a review of
the  suspension of benefits. Requests for such reviews shall be considered in  accordance
with the claims procedure adopted by the Administrative Committee.





	3.8.5 	Any
benefits which are required to be suspended pursuant to this  Section 3.8 but are in
fact not suspended during a period of re-employment  will be recovered in full by
withholding up to 100% of the initial resumed  payment and up to 25% of subsequent
resumed monthly benefit payments.





	3.8.6 	Employees
shall notify the Administrative Committee of any Employment with the  Company or an ERISA
Affiliate occurring after commencement of the Retirement  Pension and provide the
Administrative Committee with such information as may be  necessary to verify such
Employment. As a condition to receiving future benefit  payments, upon the request of the
Administrative Committee, an Employee shall  either certify that he/she is unemployed or
provide sufficient information to  enable the Administrative Committee to establish that
he/she has not completed  83 Hours of Service during a calendar month or four-week or
five-week payroll  after commencement of his/her Retirement Pension.





	3.8.7 	Whenever
the Administrative Committee becomes aware that a Participant is  employed by the Company
or an ERISA Affiliate after the date benefits are  scheduled to commence under the Plan,
and the Participant has not complied with  the Plan’s reporting requirements with
respect to that Employment, the  Administrative Committee may presume that the
Participant has completed 83 Hours  of Service during the relevant period.





	3.8.8 	The
Administrative Committee will respond to written requests for advice as to  whether
specific employment will cause benefits under the Plan to be suspended  within 30 days
after receipt of such requests by the Administrative Committee.





	3.8.9 	Upon
the subsequent Retirement or Termination of Employment of a Participant who  was eligible
for a Retirement Pension upon his/her prior Retirement or  Termination of Employment
(whether or not payment of such Retirement Pension had  commenced) the Participant’s
Retirement Pension shall first be redetermined  upon the basis of his/her aggregate
Credited Service and Vesting Service and  his/her then Average Final Compensation and
Primary Social Security Benefit as  if no prior benefit payments had been made, provided
that the Participant’s  Retirement Pension shall in no event be reduced by reason of
such  redetermination.





24


His/her
Retirement Pension as so redetermined shall then be reduced by the Actuarial Equivalent
of  the benefit payments (including any lump sum distributions), other than payments of a
Disability Retirement Pension, previously made prior to the Participant’s
re-employment, if any. The form of payment of any Retirement Pension to which he/she may
thereafter become entitled shall be determined in accordance with the provisions of
Article V without regard to the form in which his/her Retirement Pension had previously
been paid.


25


ARTICLE IV


DETERMINATION OF
VESTING
SERVICE AND CREDITED SERVICE


	4.1 	Rules
for Determining Vesting Service





	4.1.1 	Subject
to Section 4.1.2 below, a Participant’s Vesting Service shall mean  —





	 	(a) 	for
periods prior to January 1, 1976, the Participant’s years of  “Continuous
Service” as of December 31, 1975, as determined under the  terms of the Plan then in
effect (including the break-in-service rules then in  effect), and





	 	(b) 	all
Years of Service under the Plan beginning on or after January 1, 1976,  except for Years
of Service before the year in which the Participant attained  age 18.





	4.1.2 	A
Participant who has a Non-Vested Termination of Employment shall, if he/she  returns to
Employment, receive no credit for Vesting Service prior to such  Termination of
Employment if:





	 	(a) 	as
of any date prior to January 1, 1985, his/her number of consecutive one year
Breaks-in-Service was equal to or exceeded his/her Vesting Service credited at  the time
of such Termination of Employment; or





	 	(b) 	as
of any date after December 31, 1984, his/her number of consecutive one year
Breaks-in-Service equals or exceeds the greater of five consecutive one year
Breaks-in-Service or his/her Vesting Service credited at the time of such  Termination of
Employment.





	4.2 	Rules
for Determining Credited Service





	4.2.1 	Subject
to Section 4.2.2 below, Credited Service shall mean —





	 	(a) 	For
a Participant who participated in the Plan prior to January 1, 1976, the sum  of such
Participant’s number of years and complete months of Credited  Service as of
December 31, 1975 as determined under the Plan as then in effect  (including any
break-in-service rules then in effect), plus





	 	(b) 	For
all Participants, Credited Service commencing on or after January 1, 1976,  shall be
determined as follows:





	 	(i) 	One
year of Credited Service shall be credited for each Plan Year during which a  Participant
completes 1,820 or more Hours of Credited Service.






26


	 	(ii) 	A
Participant who completes fewer than 1,820 Hours of Credited Service during a  Plan Year,
but who completes a Year of Service (whether or not Credited  Service), during such Plan
Year shall be credited with a fraction of a year of  Credited Service. With respect to a
Participant whose Credited Service  Commencement Date falls in the same Plan Year as
his/her Employment Commencement  Date, the foregoing requirement of a Year of Service
shall be reduced  proportionately to reflect the portion of the Plan Year beginning on
the  Participant’s Employment Commencement Date and ending on December 31 of  such
Plan Year. With respect to an Employee who resumes his/her status as a  Participant
following one or more Break(s)-in-Service on a date other than  January 1, the foregoing
requirement of a Year of Service shall be reduced  proportionately to reflect the portion
of the Plan Year beginning on such date  and ending on December 31 of such Plan Year.





	 	(iii) 	A
Participant who completes less than 1,820 Hours of Credited Service during the  Plan Year
in which occurs his/her Termination of Employment, Retirement or death  shall be credited
with a fraction of a year of Credited Service for such year,  whether or not he/she
completes a Year of Service.





	4.2.2 	A
Participant who has a Non-Vested Termination of Employment shall, if he/she  returns to
Employment, receive no credit for Credited Service prior to such  Termination of
Employment if:





	 	(a) 	as
of any date prior to January 1, 1985, his/her number of consecutive one year
Breaks-in-Service was equal to or exceeded his/her Vesting Service credited at  the time
of such Termination of Employment; or





	 	(b) 	as
of any date after December 31, 1984, his/her number of consecutive one year
Breaks-in-Service equals or exceeds the greater of five consecutive one year
Breaks-in-Service or his/her Vesting Service credited at the time of such  Termination of
Employment.





	4.2.3 	Solely
for purposes of the benefit formula under Section 3.1(b):





	 	(a) 	A
Participant’s Credited Service for any Plan Year (as determined under the  foregoing
provisions of this Section 4.2) shall be Full-Time Credited Service if  the Participant
completes at least 1,820 Hours of Credited Service in such Plan  Year or the Participant’s
actual number of Hours of Service for such Plan  Year, if annualized, would equal or
exceed 1,820 hours.





	 	(b) 	A
Participant’s Credited Service for any Plan Year (as determined under the  foregoing
provisions of this Section 4.2) shall be Part-Time Credited Service if  it is not
Full-Time Credited Service.





27


ARTICLE V


FORMS OF PAYMENT
OF RETIREMENT BENEFIT


	5.1 	Normal
Form of Benefit





Unless a
Participant elects an optional form of benefit available under Section 5.3 (in accordance
with the procedures of Section 5.2), the Participant’s Retirement Pension shall be
payable in the form of a Qualified Joint and Survivor Annuity if the Participant is
married on his/her Benefit Commencement Date or a Single Life Annuity if the Participant
is not married on his/her Benefit Commencement Date.


	5.2 	Election
of Optional Forms





	5.2.1 	Within
the period beginning 90 days before and ending 30 days before a  Participant’s
Benefit Commencement Date, the Administrative Committee shall  provide to each
Participant a written explanation in non-technical terms of:





	 	(a) 	the
terms and conditions of the normal form of benefit provided under Section  5.1;





	 	(b) 	the
Participant’s right to make, and the effect of, an election to waive  the normal
form of benefit provided under Section 5.1;





	 	(c) 	the
rights of the Participant’s Spouse under Section 5.2.3;





	 	(d) 	the
right to make, and the effect of, a revocation of a previous election to waive  the
normal form of benefit provided under Section 5.1;





	 	(e) 	the
material features and relative values of the normal and optional forms of  benefit
available under Section 5.1 and 5.3; and





	 	(f) 	if
applicable, the Participant’s right to defer the commencement of  benefits until
Normal Retirement Date.





The
Administrative Committee may, on a uniform and nondiscriminatory basis, provide for such
other notices, information or election periods or take such other action as the
Administrative Committee considers necessary or appropriate so that this Section 5.2 is
implemented in such a manner as to comply with Code §§ 401(a)(11) and 417.


	5.2.2 	During
the 90-day period preceding a Participant’s Benefit Commencement  Date, the
Participant may elect, on a form prescribed by the Administrative  Committee and subject
to the spousal consent rules set forth in Section 5.2.3,  to receive one of the optional
forms of benefit available under Section 5.3 in  lieu of the normal form of benefit
provided under Section 5.1.





28


A
Participant may revoke an election of an optional form of benefit or a designation of
Beneficiary by filing a written election of another available form of benefit or a
designation of a new Beneficiary with the Administrative Committee at any time prior to
his/her Benefit Commencement Date. A Participant’s revocation of an optional form of
benefit or change of Beneficiary and the election of a new optional form of benefit or
the  designation of a new Beneficiary shall not be subject to the spousal consent
requirements  of Section 5.2.3, provided that the consent of the Participant’s
Spouse to the  original election or designation was obtained in accordance with Section
5.2.3.


	5.2.3 	A
married Participant’s election of an optional form of benefit (other than  a
Contingent Annuity under Section 5.3 with the Participant’s Spouse  designated as
Beneficiary), shall not be effective unless the Participant has,  during the 90-day
period preceding his/her Benefit Commencement Date, obtained  the written consent of
his/her Spouse, witnessed by a notary public, to the  waiver of the Qualified Joint and
Survivor Annuity.





Any such
spousal consent shall (1) permit the election of any optional form of benefit and the
designation of any Beneficiary by the Participant (and the change of any such election or
designation without further spousal consent), (2) acknowledge that the Spouse would
otherwise have the right to limit consent to a specific Beneficiary and a specific
optional form of benefit and state that the Spouse voluntarily relinquishes such right,
and (3) acknowledge the effect of the Spouse’s consent to the waiver of the
Qualified  Joint and Survivor Annuity. Spousal consent shall not be required if the
Participant  establishes to the satisfaction of the Administrative Committee that such
written 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.


	5.3 	Optional
Forms of Benefit





A
Participant may, subject to Sections 5.2 and 5.4, elect to receive any one of the
optional  forms of benefit available under this Section 5.3 in lieu of the normal form of
benefit  provided under Section 5.1. A Participant’s election of an optional form of
benefit  described in this Section 5.3 shall become effective on the Participant’s
Benefit Commencement Date.


	 	(a) 	Single
Life Annuity — An annuity under which the Participant’s  Retirement Pension
is payable monthly to the Participant for his/her lifetime  with no further payments from
the Plan on his/her behalf after his/her death.  Such payments shall cease with the last
payment due on or immediately prior to  the Participant’s death.





29


	 	(b) 	Contingent
Annuity — An annuity under which reduced Actuarial  Equivalent monthly payments
are made to the Participant during the  Participant’s lifetime, with payments
continuing after the  Participant’s death to the individual designated by the
Participant as  his/her Beneficiary, in an amount equal to 50%, 66-2/3% or 100% (as the
Participant may elect) of the monthly payments previously payable to the  Participant,
for the lifetime of the Beneficiary. Such payments shall cease with  the payment due for
the month of the Participant’s death or, if later, the  month of the Beneficiary’s
death. If the Participant’s designated  Beneficiary dies before the Benefit
Commencement Date, the Participant’s  election of a Contingent Annuity shall be
revoked and the Participant’s  Retirement Pension shall be payable in the normal
form of payment under Section  5.1 unless the Participant again elects an optional form
of payment in  accordance with Section 5.2.





	 	(c) 	Annuity
with Period Certain — An annuity under which reduced  Actuarial Equivalent
monthly payments are made to the Participant during the  Participant’s lifetime,
with the provision that if the Participant’s  death occurs after his/her Benefit
Commencement Date but before he/she had  received a total of 60 or 120 monthly payments
(as the Participant may elect)  the remaining monthly payments shall be paid to his/her
Beneficiary. Such  payments shall cease with the last payment due on or immediately prior
to the  Participant’s death or, if later, the 60th or 120th monthly payment (as
elected by the Participant). If the Participant and Beneficiary both die before  60 or
120 monthly payments have been made (as appropriate), the single sum  Actuarial
Equivalent of the remaining payments shall be made in a lump sum  distribution to the
estate of the last to die. 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.





	 	(d) 	Social
Security Leveling Benefit — An annuity available only if the  Participant
retires or terminates Employment prior to age 62, under which an  Actuarial Equivalent
adjusted pension will be payable monthly for the  Participant’s lifetime in a
greater amount before age 62, and in a reduced  amount after age 62, so that the total
income including both the adjusted  retirement benefit and the Primary Social Security
Benefit shall be as nearly  uniform as possible both before and after such date. Such
payments shall cease  with the last payment due on or immediately prior to the Participant’s
death.





	5.4 	Mandatory
Cash-Outs





Notwithstanding
any provision in this Plan to the contrary, if the single sum Actuarial Equivalent value
of a Participant’s Retirement Benefit does not exceed $5,000 at Termination of
Employment or Retirement, such amount shall be paid in the form of a lump sum
distribution  as soon as practicable following his/her Termination of Employment or
Retirement and no  alternative form of benefit payment shall be available.


30


For this
purpose, a Participant who has a Non-Vested Termination of Employment (and thus is not
entitled to any benefit under the Plan) shall be deemed to have received a complete
distribution of his/her Retirement Pension upon Termination of Employment. Any such
distribution (or deemed distribution) shall be a complete discharge of all Plan
obligations to the Participant and his/her Spouse, if any.


	5.5 	Beneficiary






Subject to
the requirements of Section 5.2, a Participant may designate any individual as his/her
Beneficiary under the Contingent Annuitant optional form of benefit or may designate any
person, or persons, as his/her Beneficiary under the Annuity with Period Certain optional
form of benefit, and may change such designation without the consent of or notice to,
his/her Spouse or any Beneficiary. If the Participant fails to designate a Beneficiary
under the Annuity with Period Certain option, the Participant’s estate shall be
his/her Beneficiary. Any Beneficiary designation and change of designation must be on the
form supplied by the Administrative Committee for such purpose. A Beneficiary designation
shall become effective only when received by the Committee and shall revoke any prior
designation. If the Participant’s Beneficiary dies after the Benefit Commencement
Date, but before the Participant, the Participant’s election shall remain in effect
and the monthly payments to the Participant shall not be affected. If the Participant has
elected the Annuity with Period Certain Option, he/she may designate another Beneficiary
if his/her Beneficiary shall predecease him/her. No Beneficiary shall have any rights
under the Plan except such rights as specifically provided in the Plan.


	5.6 	Required
Commencement Date





	5.6.1 	Notwithstanding
any provision in this Plan to the contrary, a Participant’s  Benefit Commencement
Date shall in no event be later than the 60th day after the  close of the Plan Year in
which the later of the following events occurs:





	 	(a) 	the
Participant’s attainment of his/her Normal Retirement Age; or





	 	(b) 	the
Participant’s Retirement or Termination of Employment.





If the
amount  of benefits payable cannot be determined by such date, or if it is not possible
to pay  such benefits by such date because the Administrative Committee has been unable
to locate  the Participant after making reasonable efforts to do so, then a payment,
retroactive to  such date, shall be made no later than 60 days after the earliest date on
which the amount  of such benefits can be determined or the Participant can be located,
as the case may be.


31


	5.6.2 	Notwithstanding
any provision in this Plan to the contrary, distribution of a  Participant’s
Retirement Pension shall be subject to the requirements of  this Section 5.6.2 and
Section 6.2 and shall be made in accordance with Code  § 401(a)(9), as amended by
the Small Business Job Protection Act of 1996  (“SBJPA”), and the regulations
thereunder, to the extent consistent  with the SBJPA, including the minimum distribution
incidental benefit  requirements of proposed Treasury regulation §1.401(a)(9)-2 (or
any  successor regulation).





	 	(a) 	Distribution
of a Participant’s Retirement Pension shall commence as of the  Participant’s
“Required Beginning Date” (as defined in Subsection  (b) or (c) below, as
applicable). Such distribution shall be made in the form of  payment payable to the
Participant in accordance with the provisions of this  Article V; provided, however, that
(i) payment in the form of a  66-2/3% or 100% Contingent Annuity
with a Beneficiary  other than the Participant’s Spouse shall be available only to
the extent  permitted by proposed Treasury regulation §1.401(a)(9)-2 (or any
successor  regulation), and (ii) the period certain under any Annuity with Period Certain
form of payment shall not exceed the maximum period certain permitted under  proposed
Treasury regulation § 1.401(a)(9)-2 (or any successor regulation).





	 	(b) 	With
respect to a Participant who attains age 701⁄2 on or after  January 1, 1988 and
prior to January 1, 1999 or is a 5% owner (as  defined in Code § 416) at any
time during the Plan Year ending with or  within the calendar year in which the
Participant attains age 701⁄2, the  Participant’s Required Beginning Date shall
be the April 1 following the  calendar year in which the Participant attains age 701⁄2,
whether or not the  Participant has retired. If such a Participant continues in
Employment after  his/her Required Beginning Date:





	 	(i) 	Any
additional monthly Retirement Pension which the Participant may accrue in a  Plan Year
ending after the Participant’s Required Beginning Date shall be  payable effective
as of the first monthly payment due after the Plan Year in  which such amount accrues; and





	 	(ii) 	The
Required Beginning Date for any such Participant shall be the Benefit  Commencement Date
for the Participant’s Retirement Pension accrued to such  date as well as for any
additional Retirement Pension which may accrue after  such date in accordance with
Subsection (b)(i) above. Accordingly, the  Participant shall not be allowed to change the
form of payment after his/her  Required Beginning Date, and upon the Participant’s
death no benefit shall  be payable except in accordance with the terms of the form of
retirement benefit  payable as of the Participant’s Required Beginning Date.





32


	 	(c) 	With
respect to a Participant who attains age 701⁄2 either before  January 1, 1988 or
on or after January 1, 1999 and is not a 5% owner,  the Participant’s Required
Beginning Date shall be the April 1 following  the later of the calendar year in which
the Participant attains age 701⁄2 or  the calendar year in which the Participant
retires. If such a Participant  continues in Employment after the April 1 following the
calendar year in which  the Participant attains age 701⁄2, the Participant’s
Retirement Pension  shall be adjusted as follows until the Participant’s Benefit
Commencement  Date:





	 	(i) 	As
of the end of the Plan Year which includes the April 1 following the  calendar year
in which the Participant attains age 701⁄2 or, if earlier, the  Participant’s
Benefit Commencement Date, the Participant’s Retirement  Pension shall be equal to
the greater of (A) the Actuarial Equivalent of  the Retirement Pension payable as of
the April 1 following the calendar  year in which the Participant attains age 701⁄2,
and (B) the  Participant’s Retirement Pension, including all accruals earned
through  such date; and





	 	(ii) 	As
of the end of each succeeding Plan Year in which the Participant continues in  Employment
but does not begin to receive distribution of his/her retirement  benefit and as of the
Participant’s Benefit Commencement Date, the  Participant’s Retirement Pension
shall be equal to the greater of  (A) the Actuarial Equivalent of the Retirement
Pension payable as of the  end of the prior Plan Year, and (B) the Participant’s
Retirement  Pension, including all accruals earned through such date.





Notwithstanding
the foregoing, with respect to any Participant who has been rehired after a  retirement,
no actuarial increase shall be made under this Subsection (c) with  respect to any period
during which the Participant is receiving distribution of  his/her Retirement Pension in
accordance with Section 3.8.


	 	(d) 	If
a Participant dies after distribution of his/her retirement benefit has  begun, the
remaining portion of such retirement benefit shall continue to be  distributed at least
as rapidly as under the method of distribution being used  prior to the Participant’s
death.





33


ARTICLE VI


PRE-RETIREMENT
DEATH BENEFITS


	6.1 	Pre-Retirement
Death Benefit





	6.1.1 	If
a married Participant who is entitled to a Retirement Pension under Section  3.1, 3.2 or
3.3 dies on or after his/her Normal Retirement Age but prior to  his/her Benefit
Commencement Date, then a monthly pre-retirement death benefit  shall be payable to the
Participant’s Surviving Spouse commencing as of the  first day of the month
coincident with or next following the Participant’s  death. The amount of such
monthly pre-retirement death benefit shall be equal to  the amount of the monthly benefit
the Surviving Spouse would have received if  the Participant had retired and commenced
payment of his/her Retirement Pension  on the first of the month coincident with or next
following the date of his/her  death in the form of a Contingent Annuity with a 66-2/3%
survivor benefit payable to the Surviving Spouse. However, the amount of the  monthly
pre-retirement death benefit determined in accordance with the preceding  sentence shall
not be less than the benefit which would be payable with respect  to the Participant’s
Retirement Pension accrued to January 31, 1997 if  “100%” were substituted
for “66-2/3%” in the preceding sentence.





	6.1.2 	If
a married Participant who is entitled to a Retirement Pension under Section  3.2, whether
or not actively employed by the Employer dies prior to his/her  Benefit Commencement Date
(and prior to Normal Retirement Age), then a monthly  pre-retirement death benefit shall
be payable to the Participant’s  Surviving Spouse commencing, at the election of the
Surviving Spouse, as of (a)  the first day of any month coincident with or next following
the  Participant’s death and prior to the date which would have been the  Participant’s
Normal Retirement Date, or (b) the date which would have been  the Participant’s
Normal Retirement Date. Such commencement date will be  the Benefit Commencement Date for
the benefit payable to the Surviving Spouse.  The amount of such monthly pre-retirement
death benefit shall be equal to the  amount of the monthly benefit the Surviving Spouse
would have received if the  Participant had retired from Employment on the day before the
date of his/her  death (or actual Retirement, if earlier), survived until the Surviving
Spouse’s Benefit Commencement Date, commenced payment of his/her Retirement  Pension
on the Surviving Spouse’s Benefit Commencement Date in the form of  a Contingent
Annuity with a 66-2/3% survivor annuity  payable to the Surviving
Spouse (reduced in accordance with Section 3.2 if  commencement is prior to the date
which would have been the Participant’s  Normal Retirement Date), and died on the
date after the Surviving Spouse’s  Benefit Commencement Date. However, the amount of
the monthly pre-retirement  death benefit determined in accordance with the preceding
sentence shall not be  less than the benefit which would be payable with respect to the
Participant’s Retirement Pension accrued to January 31, 1997 if  “100%” were
substituted for “66-2/3%” in the preceding sentence.





34


	6.1.3 	If
a married Participant who is entitled to a vested termination Retirement  Pension under
Section 3.5 dies prior to his/her Benefit Commencement Date, then  a monthly
pre-retirement death benefit shall be payable to the  Participant’s Surviving Spouse
commencing, at the election of the Surviving  Spouse, as of (a) the first day of any
month coincident or following the date  which would have been the Participant’s
“Earliest Distribution  Date” (as defined below) and prior to the date which
would have been the  Participant’s Normal Retirement Date, or (b) the date which
would have been  the Participant’s Normal Retirement Date. Such commencement date
will be  the Benefit Commencement Date for the benefit payable to the Surviving Spouse.
The amount of such monthly pre-retirement death benefit shall be equal to the  amount of
the monthly benefit the Surviving Spouse would have received if the  Participant had
terminated Employment as of the date of his/her death (or such  earlier actual date of
Termination of Employment), survived until the Surviving  Spouse’s Benefit
Commencement Date, commenced payment of his/her Retirement  Pension on the Surviving
Spouse’s Benefit Commencement Date in the form of  a Qualified Joint and Survivor
Annuity (and reduced in accordance with Section  3.5 if commencement is prior to the date
which would have been the  Participant’s Normal Retirement Date), and died on the
day after the  Surviving Spouse’s Benefit Commencement Date. For purposes of this
Section  6.1.3, “Earliest Distribution Date” shall mean the earliest date as of
which the Participant could have commenced distribution of his/her vested  termination
Retirement Pension under Section 3.5.





	6.1.4 	Notwithstanding
Section 6.1.1 through 6.1.3 above, if a Participant had elected  a Contingent Annuity
with his/her Surviving Spouse as Beneficiary in accordance  with Section 5.2 but died
prior to his/her Benefit Commencement Date, any  benefit payable to the Surviving Spouse
under his Article VI shall be based on  such form of Contingent Annuity if it results in
greater benefit payments to the  Surviving Spouse.





	6.1.5 	Notwithstanding
any provision in this Plan to the contrary, if the single sum  Actuarial Equivalent of
the pre-retirement death benefit payable to a Surviving  Spouse under this Article VI
does not exceed $5,000 at the date of the  Participant’s death, such benefit shall
be distributed in a lump-sum  distribution as soon as practicable following the
Participant’s death.





	6.2 	Required
Commencement Date





Notwithstanding
any Plan provision to the contrary, if a Participant dies before distribution of his/her
benefits has commenced, the Participant’s entire interest will be distributed no
later than five years after the Participant’s death, except to the extent that
distributions are to be made in substantially equal installments over the life of the
Participant’s Surviving Spouse, in which case such distributions shall begin no
later  than the last day of the calendar year in which the Participant would have
attained age  70-1/2 (or the last day of the calendar year following the calendar year in
which the  Participant died, if later).


35


	6.3 	Pre-Effective
Date Vested Terminations





The
provisions of this Article VI shall apply to a Participant who terminated Employment
prior  to the Effective Date (including a Participant who terminated Employment prior to
August 23, 1984) with a vested right to a benefit under the Plan and who dies on or
after December 1, 1995 but prior to his or her Benefit Commencement Date.


36


ARTICLE VII


THE FUND


	7.1 	Establishment
of Fund





	7.1.1 	The
Company shall maintain or establish a Fund under one or more trust  agreements or
contracts with an insurance company or companies, or any  combination thereof.





	7.2 	Appointment
of Trustees





	7.2.1 	If
there are any assets of the Plan which are not either insurance contracts or  policies
issued by an insurance company or other assets of the Plan held by an  insurance company,
the Administrative Committee shall appoint one or more  persons as a Trustee who shall
serve as a Trustee of all or a portion of the  Fund pursuant to a Trust Agreement. If all
of the assets of the Plan are  invested pursuant to insurance contracts or policies
issued by an insurance  company, the Administrative Committee may decide not to appoint a
Trustee.





	7.2.2 	The
Company shall have full power and authority to act on behalf of each  Subsidiary which is
an Employer under this Plan in entering into any Trust  Agreement and to appoint or to
designate people who will instruct and otherwise  deal with the Trustee in respect of any
and all matters pertaining to the Plan  and/or the Trust Agreement.





The
Trustees, Administrative Committee, and any investment manager appointed pursuant to
Section 8.5 shall have such powers as to investment, reinvestment, control and
disbursement of the Fund as are provided in such Trust Agreement and shall be in
accordance with the Plan. The properties held in the Fund shall be applied to the payment
of Retirement Pensions and other benefits as provided in the Plan to such persons as are
entitled thereto in accordance with the Plan and for the payment of expenses incurred in
the administration of the Plan and the Fund not paid by an Employer. The Company or the
Trustees shall be empowered to enter into a contract or contracts with any insurance
company for the purpose of providing the benefits granted by the Plan, and may at any
time  substitute a new insurance company without such substitution being considered a
discontinuance of the Plan.


	7.3 	Contribution
by Employers





Each
Employer shall make contributions to the Fund at such times and in such amounts as the
Company may determine in accordance with the funding policy established by the
Administrative Committee. Employer contributions are hereby conditioned on their current
deductibility under Code § 404. No contributions shall be required or permitted
by Participants. No person shall have any financial interest in, or right to, the Fund or
any part thereof, except as expressly provided for in the Plan.


37


	7.4 	Return
of Employer Contributions under Special Circumstances





Notwithstanding
any provision of this Plan to the contrary:


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





	7.5 	Forfeitures





The
Retirement Pension of a Participant who has a Non-Vested Termination of Employment shall
be forfeited. Forfeitures arising from a Participant’s Non-Vested Termination or
death shall be applied to reduce the Employer’s actuarial liability under the Plan,
and shall not be applied to increase the benefits of any Participant or Beneficiary
hereunder.


	7.6 	Payment
of Plan and Fund Expenses





All
reasonable expenses of administering the Plan and Fund which are incurred in connection
with, or which arise out of the operation and/or termination of the Plan and/or Fund
(including, without limitation, legal, actuarial, accounting and general administrative
expenses) shall be paid from the 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.


38


ARTICLE VIII


PLAN
ADMINISTRATION


	8.1 	The
Administrative Committee





	8.1.1 	The
Plan will be administered 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.





	8.1.2 	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.





	8.1.3 	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.





	8.1.4 	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.





	8.1.5 	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 Duties of the Administrative Committee





	8.2.1 	The
Administrative Committee shall have the sole power and discretion to  interpret and
construe the provisions of the Plan, to resolve any omissions,  ambiguities or
inconsistencies, and to determine all questions, including  questions of fact that may
arise hereunder (including, but not limited to,  questions 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. Any such interpretation,
construction or determination  shall be conclusively binding upon all persons interested
in the Plan.





39


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 the death or Disability of a Participant) and the application
and interpretation of the terms of this Plan.


	8.2.2 	The
Administrative Committee shall have the power 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.





	8.2.3 	Subject
to the terms of the Plan, the Administrative Committee shall determine  the time and
manner in which all elections authorized by the Plan shall be made  or revoked.





	8.2.4 	The
Administrative Committee shall determine the Compensation, Hours of Service,  Hours of
Credited Service, Primary Social Security Benefit, Vesting Service and  Credited Service
of any individual for all purposes of the Plan and for such  purpose, in its discretion,
to adopt such rules, presumptions and procedures  permitted by applicable law as it shall
deem appropriate or desirable.





	8.2.5 	The
Administrative Committee shall direct the Trustees with respect to all  payments and
distributions to be made from the Fund in accordance with the Plan.  In the event that
the Fund shall be invested in whole or in part in one or more  insurance contracts, or
distribution under this Plan is to be made through the  purchase of an annuity contract
from an insurance company, the Administrative  Committee shall be authorized to give such
instructions to any such insurance  company as may be necessary or appropriate in order
to provide for the payment  of benefits in accordance with the Plan.





	8.2.6 	The
Administrative Committee shall establish a claims procedure in accordance  with
applicable law and 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.





	8.2.7 	The
Administrative Committee may direct that such amounts be withheld from any  payment due
under this Plan as required to conform with applicable income tax  law.





	8.2.8 	The
Administrative Committee shall have all powers necessary or appropriate to  determine
whether a court order is a “qualified domestic relations  order,” within the
meaning of the Code § 414(p), including, but  not limited to, the power to
establish operational procedures, 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 §414(p).





40


	8.2.9 	The
Administrative Committee shall have all the rights, power, duties and  obligations
granted or imposed upon it elsewhere in the Plan or Trust Agreement.





	8.2.10 	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 	Indemnification





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 	Delegation
of Responsibility





	8.4.1 	The
Administrative Committee may allocate fiduciary responsibilities among its  members and
may designate persons, including persons other than “named  fiduciaries” (as
defined in ERISA § 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.





	8.4.2 	The
Administrative Committee may employ such counsel (including legal counsel,  who may be
counsel for the Company or any Subsidiary), accountants, investment  advisors, actuaries,
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 to  the Fund unless paid by the Company. Unless
otherwise prohibited by law, persons  employed by the Administrative Committee as
counsel, agents or otherwise, may  include members of the Administrative Committee, or
the Board, or the board of  directors of a Subsidiary, or firms with which members of the
Administrative  Committee, the Board or the board of directors of a 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.





41


	8.5 	The
Investment Manager





	8.5.1 	The
Administrative Committee may, by an instrument in writing, appoint one or  more persons
as an Investment Manager. Each person so appointed shall be (a) an  investment adviser
registered under the Investment Advisers Act of 1940, (b) a  bank as defined in that Act,
or (c) an insurance company qualified to manage,  acquire or dispose of any asset of the
Plan under the laws of more than one  state.





	8.5.2 	Each
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
Investment Manger specifying the duties and compensation of such  Investment Manager and
the other terms and conditions under which such  Investment Manager shall be retained.
The Administrative Committee shall not be  liable for any act or omission of any
Investment Manger and shall not be liable  for following the advice of any Investment
Manager, with respect to any duties  delegated to any Investment Manager.





	8.6 	Reliance
on Information





The members
of the Administrative Committee and the Company and any Subsidiary and their respective
advisors, directors and employees shall be entitled to rely upon all tables, valuations,
certificates, opinions and reports furnished by any actuary, accountant, trustee,
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 so 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.


	8.7 	Named
Fiduciaries





The members
of the Administrative Committee shall be the named fiduciaries of the Plan, as that term
is defined in ERISA § 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 also be the  “administrator” and
“plan administrator” with respect to the Plan, as  those terms are defined in
ERISA § 3(16)(A) and in Code § 414(g),  respectively.


	8.8 	Funding
Policy





The
Administrative Committee shall establish and carry out, or cause to be provided by those
persons (including without limitation, any Investment Manager or Trustee) to whom
responsibility or authority therefore has been allocated or delegated in accordance with
this Plan or the Trust Agreement, a funding policy and method consistent with the
objectives of the Plan and the requirements of ERISA. For such purposes, the
Administrative Committee shall, at a meeting duly called for the purpose, establish a
funding policy and method that satisfies the requirements of said Act and shall meet
annually at a stated time of the year to review such funding policy and method. All
actions taken with respect to such funding policy and method and the reasons therefore
shall be recorded in the minutes of such meeting.


42


	8.9 	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.


	8.10 	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.


	8.11 	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.


	8.12 	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.


43


ARTICLE IX


AMENDMENT,
TERMINATION OR MERGER


	9.1 	Plan
Amendment





The Company
shall have the right at any time to amend the Plan, by an instrument in writing,
effective  retroactively or otherwise. No such amendment shall have any of the effects
specified in  Section 9.2.


	9.2 	Limitations
on Plan Amendment





No  Plan
amendment shall:


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





	 	(b) 	decrease
the accrued benefits of any Participant or his/her Beneficiary under  the Plan (except to
the extent permitted under Code § 412(c)(8));





	 	(c) 	reduce
the vested interest of any Participant in his/her Retirement Pension;





	 	(d) 	eliminate
an optional form of benefit, except to the extent permitted by Code § 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  later 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.





	9.3 	Right
of the Company to Terminate Plan





The Company
intends and expects that from year to year it will be able to and will deem it advisable
to continue this Plan in effect and to make contributions as herein provided. The Company
reserves the right however, to terminate the Plan at any time in whole or in part by an
instrument in writing; provided, however, that it shall be impossible at any time prior
to  the satisfaction of all benefit liabilities for any part of the corpus or income of
the  Fund to be used for or diverted to purposes other than for the exclusive benefit of
providing Plan benefits or for the payment of the expenses of the administration of the
Plan and Fund. In any such action to terminate the Plan, the Board of Directors shall
specify the termination date, which date shall be such as to permit the Company to give
at  least 60 days advance notice of intent to terminate the Plan to affected parties
pursuant  to ERISA § 4041(a)(2). In any such action to terminate the Plan, the
Company  shall terminate the Plan as a “standard termination” pursuant to ERISA
§ 4041(b) or a “distress termination” pursuant to ERISA  § 4041(c).


44


	9.4 	Complete
Termination





In the
event of a complete termination of the Plan pursuant to Section 9.3, or in the event the
Plan is terminated by operation of law, the Fund shall be allocated as of the Plan
termination date to provide nonforfeitable benefits to each affected Employee based on
such affected Employee’s rights to benefits accrued to such date, to the extent such
accrued benefits have been funded, among such affected Employees and the persons who have
or may become entitled to benefits under the Plan on account of such affected Employees
in  accordance with the priorities specified in ERISA § 4044; provided,
however,  that the benefit payable upon Plan termination to any Participant who is a
highly  compensated employee or former employee, within the meaning of Code § 414(q),
of  the Company or any ERISA Affiliate shall be limited to a benefit which is
nondiscriminatory under Code § 401(a)(4). In a standard termination such
allocated amounts shall continue to be held under the Trust Agreement (or used to
purchase  annuities from an insurance company) pending the expiration of 60 days after
the Company  notifies the Pension Benefit Guaranty Corporation pursuant to ERISA §4041(b)(2)
of  the termination of the Plan. After the expiration of such 60 day period, and if the
Pension Benefit Guaranty Corporation does not issue a notice of noncompliance, and in
accordance with Article V, the amount allocated to each Participant or person shall
either  be paid to such Participant or person in a lump sum or, if annuities had not
previously  been purchased, applied to purchase an annuity of actuarial equivalent value
for such  Participant or person, or for the Participant and such person. Benefits of
missing  participants shall be transferred to the Pension Benefit Guaranty Corporation or
distributed through the purchase of annuity contracts in accordance with ERISA §4050.
If any part of the Fund remains after such payments, transfers and annuity purchases, the
amount remaining shall be paid to the Employer.


In a
distress termination, the Company shall implement the termination of the Plan pursuant to
ERISA § 4041(c)(3) if the Pension Benefit Guaranty Corporation determines that
the requirements for distress termination have been met.


45


	9.5 	Partial
Termination of the Plan





Upon a
partial termination of the Plan with respect to a group of Participants, the rights of
all  affected Employees to benefits accrued to the date of such partial termination, to
the  extent then funded, shall be nonforfeitable.


	9.6 	Merger
or Transfer of Assets





	9.6.1 	Subject
to Section 9.6.2, 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.





	9.6.2 	The
Plan may not merge or consolidate with, or transfer any assets or  liabilities to, any
other plan, unless each Participant would (if the Plan then  terminated) receive a
benefit immediately after the merger, consolidation or  transfer 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 terminated).





46


ARTICLE X


MISCELLANEOUS
PROVISIONS


	10.1 	Exclusive
Benefit of Participants





Except as
provided by Sections 7.4 and 9.4, all Employer contributions when made to the Fund and
all  property of the 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 Fund to  the extent not paid by the Employers.


	10.2 	Plan
Not a Contract of Employment





The Plan is
not a contract of employment, and the terms of employment of any Employee shall not be
affected in any way by the Plan or related instruments except as specifically provided
therein.


	10.3 	Source
of Benefits





Benefits
under the Plan shall be paid or provided for solely from the Fund, and neither the
Company, an Employer, the Administrative Committee, Trustee, Investment Manager or
insurance company shall assume any liability therefor.


	10.4 	Qualified
Domestic Relations Orders





Notwithstanding
any provision of this Plan to the contrary, a Participant’s benefits under this Plan
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 §414(p) (a “QDRO”).


	10.5 	Benefits
Not Assignable





Except as
may be required by a QDRO (as defined in Section 10.4), within the meaning of Code  § 414(p),
or as otherwise required by law, no benefit or payment under the 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 the person entitled to such
benefit  or payment, or subject to attachment, garnishment, levy, execution or other
legal or  equitable process.


47


	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.


	10.7 	Benefits
Payable to Minors, Incompetents and Others





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 	Direct
Rollover





Notwithstanding
any provision of the Plan to the contrary that would otherwise limit a distributee’s
election under this Section 10.9, a distributee may elect, at the time and in the manner
prescribed by the Administrative Committee, to have any portion of a distribution under
the Plan which is an eligible rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct rollover.


48


Definitions


	 	(a) 	Eligible
rollover distribution: An eligible rollover distribution is any  distribution of all or
any portion of the balance to the credit of the  distributee, except that an eligible
rollover distribution does not include:





	 	(i) 	any
distribution that is one of a series of substantially equal periodic  payments (not less
frequently than annually) made for the life (or life  expectancy) of the distributee or
the joint lives (or joint life expectancies)  of the distributee and the distributee’s
designated beneficiary, or for a  specified period of ten years or more;





	 	(ii) 	any
distribution to the extent such distribution is required under Code § 401(a)(9); or





	 	(iii) 	the
portion of any distribution that is not includable in gross income.





	 	(b) 	Eligible
retirement plan: An eligible retirement plan is an individual  retirement account
described in Code § 408(a), an individual  retirement annuity described in Code
§ 408(b), an annuity plan  described in Code § 403(a), or a qualified
trust described in Code  § 401(a), that accepts the distributee’s eligible
rollover  distribution. However, in the case of an eligible rollover distribution to the
surviving spouse, an eligible retirement plan is an individual retirement  account or
individual retirement annuity. Notwithstanding anything herein to the  contrary, only one
eligible retirement plan may be designated with respect to  any eligible rollover
distribution.





	 	(c) 	Distributee:
A distributee includes an Employee or former Employee. In addition,  the Employee’s
or former Employee’s spouse or former spouse who is the  alternate payee under a
qualified domestic relations order, as defined in Code  § 414(p), are
distributees with regard to the interest of the spouse  or former spouse.





	 	(d) 	Direct
rollover: A direct rollover is a payment by the Plan to the eligible  retirement plan
specified by the distributee. Notwithstanding anything herein to  the contrary, only one
direct rollover may be made with respect to any eligible  rollover distribution.





	10.10 	Participation
in the Plan by a Subsidiary





	10.10.1 	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. If no such
action is taken, the Eligible Employees  and the amount of Retirement Pension shall be
determined in accordance with the  Plan provisions applicable to an Employer.





49


	10.10.2 	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.





	10.10.3 	An
Employer other than the Company shall have no power with respect to the Plan  or Fund
except as specifically provided by this Section 10.10.





	10.11 	Estoppel
of Participants and 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.


	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
shall direct that  the distributee’s benefit be forfeited and applied to reduce the
Employee’s  actual liability under the Plan. The amount of any benefit under the
Plan which is so  forfeited shall be restored 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 	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.


50


	10.14 	Provision
of Information





For
purposes of the Plan, each Employee shall execute such forms as may be reasonably
required  by the Administrative Committee and the Employee shall make available to the
Administrative Committee and the Trustee any information they may reasonably request in
this regard.


	10.15 	Controlling
Law





The Plan is
intended to qualify under Code § 401(a) and to comply with ERISA, and its terms
shall be interpreted accordingly. To the extent not preempted by ERISA, the laws of the
State of Delaware shall control the interpretation and performance of the terms of the
Plan.


	10.16 	Conditional
Restatement





Anything in
the foregoing to the contrary notwithstanding, the Plan has been restated on the express
condition that it will be considered by the Internal Revenue Service as qualifying under
the provisions of Code § 401(a) and the Trust qualifying for exemption from
taxation under Code § 501(a). If the Internal Revenue Service determines that
the Plan or Trust does not so qualify, the Plan shall be amended or terminated as decided
by the Company.


	10.17 	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.


	10.18 	Non-Duplication
of Benefits





If a
Participant  (or Beneficiary) has received, is entitled to receive, or upon application
would be  entitled to receive, any pension or retirement benefits or lump sum payment in
lieu  thereof, from any other qualified defined benefit plan to which an Employer has
made  contributions (other than Social Security) and which does not adjust for benefits
payable  from this Plan, then the benefit otherwise payable to the Participant (or
Beneficiary)  under this Plan shall be reduced by the Actuarial Equivalent of the benefit
payable to  such Participant (or Beneficiary) under such other plan to the extent based
on service of  the Participant that is recognized as Credited Service under this Plan and
derived from  Employer contributions (as determined under Code § 411(c)).


51


	10.19 	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 §414(u).


52


ARTICLE XI


LIMITATIONS ON
BENEFITS


	11.1 	Code
§ 415 Limits





	11.1.1 	The
annual benefit of any Participant shall not exceed the maximum amount  permitted by Code
§ 415(b), the lesser of —





	 	(a) 	The
dollar limit under Code §415(b)(1)(A), as adjusted annually under Code § 415(d), or





	 	(b) 	100%
of the Participant’s Highest Average Compensation.





The
limitations of Code § 415, as adjusted from time to time and including any
applicable legislative transitional rules (including, but not limited to, Section 1106(i)
of the Tax Reform Act of 1986) are hereby incorporated by reference. In applying the
limits of Code § 415, the adjustments to the dollar limit of Code  § 415(b)(1)(A)
made pursuant to Code § 415(d) shall apply to the  annual benefit of a
Participant who has terminated Employment.


	11.1.2 	If
a Participant’s total annual benefits under this Plan and any other  defined benefit
plan or plans maintained by the Company or any ERISA Affiliate  would exceed the amount
permitted under Code § 415(b), then the  Participant’s rate of accruals
under this Plan shall be frozen or reduced  to the extent necessary to comply with the
limit of Code § 415(b).





	11.1.3 	Prior
to January 1, 2000, the benefit payable under this Plan to a Participant  who is, or was
at any time, also covered by a defined contribution plan or plans  maintained by the
Company or any ERISA Affiliate, shall be limited to the extent  required to comply with
the limitations of Code §415(e). Effective January  1, 2000, the limitations of Code
§415(e) shall cease to apply to the  benefit of any Participant (including a
Participant who retired or otherwise  terminated employment before January 1, 2000
and has an accrued  benefit under the Plan immediately prior to January 1, 2000)
which is  payable under the Plan on or after January 1, 2000. In the case of a
Participant whose benefits under the Plan commenced before January 1, 2000, the  benefit
payable for any Limitation Year beginning on or after January 1, 2000  shall not exceed
the benefit which could have been permitted for such year under  Code §415(b) had
Code §415(e) not limited the Participant’s  benefit at the time of commencement.





	11.1.4 	In
applying the limitations of Code § 415, each of the following terms  shall have
the meaning set forth in this Section 11.1.4:





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





53


	 	(b) 	Limitation
Compensation shall mean all remuneration as defined in  Treasury Regulations § 1.415-2(d)(2)
and (3) actually paid or made  available to a Participant by the Employer or an ERISA
Affiliate during a  Limitation Year and, effective for Limitation Years beginning on or
after  January 1, 1998, any amounts contributed to or under a plan or arrangement
maintained by the Employer or an ERISA Affiliate under Code §125, 132(f) or  401(k)
pursuant to a salary reduction election made by the Participant.





	 	(c) 	Highest
Average Compensation shall mean a Participant’s average  Limitation Compensation
for the 3 consecutive calendar years of Employment (or,  if the Participant has less than
3 such years, the actual number thereof) which  produces the highest average.





	 	(d) 	Limitation
Year shall mean the Plan Year.





	11.2 	Code
§ 401(a)(4) Top 25 Limits





	11.2.1 	Notwithstanding
any provision in this Plan to the contrary, the annual payments  to a Participant who is
among the 25 “highly compensated employees” or  “highly compensated former
employees”, within the meaning of Code  § 414(q), of the Company and its
ERISA Affiliates with the greatest  Compensation for the Plan Year shall not exceed an
amount equal to the payments  that would be made to such Participant in the year under
(a) a single life  annuity that is the Actuarial Equivalent of the Participant’s
accrued  benefit and other benefits to which the Participant is entitled under the Plan
(other than any Social Security supplement) and (b) any Social Security  supplement to
which the Participant is entitled under the Plan, unless:





	 	(a) 	after
the payment of such Participant’s benefit under the Plan, the value  of Fund assets
equals or exceeds 110% of the value of the Plan’s  “current liabilities” (as
defined in Code § 412(1)(7)),





	 	(b) 	the
value of such Participant’s benefit under the Plan is less than 1% of  the value of
the Plan’s current liabilities, or





	 	(c) 	the
single sum Actuarial Equivalent of the Participant’s Retirement Pension  is $5,000
or less.





	11.2.2 	The
limitations of this Section 11.2 shall automatically become inoperative and  of no effect
in the event of a determination by statute, court decision  (acquiesced in by the
Internal Revenue Service) or ruling by the Internal  Revenue Service that they are no
longer required to qualify this Plan under the  Code.





54


ARTICLE XII


TOP HEAVY
PROVISIONS


The provisions of this
Article XII shall be effective for any Plan Year in which the Plan is Top Heavy
and shall supersede any conflicting provisions of the Plan.


	12.1 	Definitions.
Wherever used in this Article XII, unless the context  otherwise indicates, the following
terms shall have the respective meanings set  forth below:





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





	 	(b) 	Determination
Period means the 5-year period ending on the Determination Date.





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







	 	(1) 	an
officer of the Employer or an ERISA Affiliate having annual compensation  greater than
50% of the dollar limitation under Code § 415(b)(1)(A)  (provided that no more
than 50 Employees or, if less, the greater of 3 Employees  or 10% of all Employees shall
be treated as officers for this purpose);





	 	(2) 	one
of the 10 Employees owning (or considered under § 318 as owning)  the largest
interests in the Employer or an ERISA Affiliate (which is at least  .5%) and having
annual compensation in excess of the dollar limitation under  Code § 415(c)(1)(A);





	 	(3) 	a
5% owner of the Employer or an ERISA Affiliate; or





	 	(4) 	a
1% owner of the Employer or an ERISA Affiliate who has annual compensation of  more than
$150,000.





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


	 	(d) 	Limitation
Compensation shall mean Limitation Compensation as defined in  Section 11.1.5(b),
subject to Code § 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 and one or more other
qualified plans of the Employer or an ERISA Affiliate which when considered  together
with the Required Aggregation Group would continue to satisfy the  requirements of Code
§§ 401(a)(4) and 410.





55


	 	(g) 	Relevant
Aggregation Group means (1) this Plan, if this Plan is not part  of a Required
Aggregation Group or a Permissive Aggregation Group or (2) any  Required Aggregation
Group designated by the Administrative Committee, or any  Permissive Aggregation Group
designated by the Administrative Committee which  includes this Plan.





	 	(h) 	Required
Aggregation Group means (1) each qualified plan of the Employer  or an ERISA
Affiliate in which a Key Employee participates at any time during  the Determination
Period (including a terminated plan), and (2) each other  qualified plan of the Employer
or an ERISA Affiliate which enables a plan  described in (1) to meet the requirements of
Code § 401(a)(4) or 410.





	 	(i) 	Top
Heavy means that, as of a Determination Date for a Plan Year, the Top  Heavy Ratio
for the Relevant Aggregation Group exceeds 60%.





	 	(j) 	Top
Heavy Ratio means the ratio, determined as of a Determination Date,  of (1) the sum
of the present value of accrued benefits and, if applicable,  account balances of Key
Employees (both determined as of the Valuation Date)  under all plans in the Relevant
Aggregation Group, to (2) the sum of the present  value of accrued benefits and, if
applicable, account balances of all Employees  (both determined as of the Valuation Date)
under all plans in the Relevant  Aggregation Group. The account balances and accrued
benefits of Non-Key  Employees who were Key Employees and former Employees who have not
performed  services for the Employer or any ERISA Affiliate during the Determination
Period  shall not be taken into account. The calculation of the Top Heavy Ratio,
including the extent to which distributions and rollovers are taken into account  shall
be made in accordance with Code § 416(g).





	 	(k) 	Valuation
Date means (1) for purposes of valuing account balances, the  most recent Valuation
Date occurring during the Plan Year including the  Determination Date and (2) for
purposes of determining the present value of  accrued benefits, the valuation date for
computing Plan costs for minimum  funding requirements, whether or not a valuation is
performed for such year.





	12.2 	Minimum
Benefit





	 	(a) 	Subject
to Subsection (c) below, for any Plan Year in which the Plan is Top  Heavy, each
Participant who is a Non-Key Employee and is credited with at least  1,000 Hours of
Service during such Plan Year shall accrue a minimum  employer-derived annual benefit
(expressed as a Single Life Annuity, with no  ancillary benefits, commencing at Normal
Retirement Age) equal to the product of  (1) 2% times the Participant’s Years of
Vesting Service credited for any  Plan Year after 1983 in which the Plan was Top Heavy
or, if less, 20%,  multiplied by (2) the Participant’s average annual Limitation
Compensation  for the period of consecutive Years of Vesting Service (not exceeding 5)
when  the Participant had the highest aggregate Limitation Compensation.





56


	 	(b) 	The
minimum benefit shall be accrued even if under other Plan provisions the  Participant
would not otherwise be entitled to receive an accrual, or would have  received a lesser
accrual for the year, because the Participant (1) was not  employed on a specified date,
(2) failed to make mandatory employee  contributions, or (3) had compensation less than a
stated amount.





	 	(c) 	The
minimum accrual required under Section 12.2(a) above (1) shall be reduced by  a
Participant’s total employer-derived accrued benefits under this Plan and  any other
defined benefit plan of the Employer or an ERISA Affiliate, whether or  not attributable
to Top Heavy Plan Years, and (2) shall not apply if the  Participant receives a top heavy
minimum allocation for such year under a  defined contribution plan maintained by the
Employer or an ERISA Affiliate.





	 	(d) 	The
suspension of benefits provisions of Section 3.8 shall not apply to the  minimum benefits
hereunder.





	12.3 	Vesting





	 	(a) 	If
the Plan becomes Top Heavy for any Plan Year, each Participant who is  credited with an
Hour of Service after the Plan becomes Top Heavy shall have a  vested interest in his
Retirement Pension determined according to the following  table:





	 	Completed Years
of Vesting Service	 	Vested
Percentage	 
	 	 	Less than 2	 	0%	 
	 	 	2	 	20%	 
	 	 	3	 	40%	 
	 	 	4	 	60%	 
	 	 	5	 	100%	 





	 	(b) 	Subject
to Code § 411(a)(10), if the Plan ceases to be Top Heavy, the  Company may
change the vesting schedule to one that is permitted by Code  § 411(a).





	12.4 	Limitations





	 	(a) 	The
provisions of Sections 12.2 and 12.3 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.





57


	 	(b) 	In
the event of a determination by statute, court decision (acquiesced in by the  Internal
Revenue Service) or ruling by the Internal Revenue Service that all or  any portion of
this Article XII is not necessary to qualify this Plan under the  Code, then this Article
XII, to the extent so determined, shall automatically  become inoperative and of no
effect.





	 	(c) 	Nothing
in this Article XII shall be construed as limiting the Company’s  right to terminate
the Plan.





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


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








ATTEST:



/s/ Marc Strassler

Marc Strassler

Secretary


58


APPENDIX A


ACTUARIAL
EQUIVALENT


	A.	Adjustments for annuity equivalents
under Section 3.8.9 and for certain participants working past Normal Retirement Age under Section
3.8.2 or age 701⁄2 under Section 5.6.2(c):





	 	1. 	Mortality
Table (a) For Participants whose reemployment date is prior to  January 1, 1993, the
1971 Basic Group Annuity Mortality table, and (b) for  Participants whose reemployment
date is on or after January 1, 1993, the 1983  Basic Group Annuity Mortality table
projected to 1988 using scale H.





	 	2. 	Interest
Rate 
7.5% per annum.





	 	3. 	In
developing factors under this Section A, an average of the male and female  values
determined in accordance with the assumptions set forth in (1) and (2)  shall be used.





	 	4. 	Any
actuarial adjustment under Section 5.6.2(c) shall be the same as, and not in  addition
to, any actuarial adjustment which may apply to a Participant under  Section 3.8.2.





	B. 	Qualified
Joint and Survivor Annuity under Section 5.1:





	 	1. 	If
the Participant is less than 5 years older (or younger) than his/her Spouse,  the monthly
benefit payable to the Participant shall be 95% of the  Participant’s monthly
Retirement Pension.





	 	2. 	If
the Participant is more than 5 years older than his/her Spouse, the monthly  benefit
payable to the Participant shall be an amount equal to 95% of the  Participant’s
monthly Retirement Pension reduced by 1/2 of 1% for each full  year by which the
Participant is more than 5 years older than his/her Spouse,  but not below 87.5% of the
Participant’s monthly Retirement Pension.





	 	3. 	If
the Participant’s Spouse is more than 15 years older than the  Participant, the
monthly benefit payable to the Participant shall be an amount  equal to 95% of the
Participant’s monthly Retirement Pension increased by  1/2 of 1% for each full year
by which the Participant’s Spouse is more than  15 years older than the Participant,
but not above 97.5% of the  Participant’s monthly Retirement Pension.





59


	C. 	Adjustment
for Contingent Annuity option under Section 5.3(b):





	 	1. 	100%
Contingent Annuity:





	 	(a) 	If
the Participant is less than 5 years older (or younger) than his/her  Beneficiary, the
monthly benefit payable to the Participant shall be 82% of the  Participant’s
monthly Retirement Pension.





	 	(b) 	If
the Participant is more than 5 years older (younger) than his/her  Beneficiary, the
monthly benefit payable to the Participant shall be the amount  determined under (a)
above reduced (increased) by 1% of the Participant’s  monthly Retirement Pension for
each full year by which the Participant is more  than 5 years older (younger) than
his/her Beneficiary, but not below 67% (nor  above 97%) of the Participant’s monthly
Retirement Pension.





	 	2. 	66
2/3% Contingent Annuity:





	 	(a) 	If
the Participant is less than 5 years older (or younger) than his/her  Beneficiary, the
monthly benefit payable to the Participant shall be 87% of the  Participant’s
monthly Retirement Pension.





	 	(b) 	If
the Participant is more than 5 years older (younger) than his/her  Beneficiary, the
monthly benefit payable to the Participant shall be the amount  determined under (a)
above reduced’ (increased) by 2/3% of the  Participant’s monthly Retirement
Pension for each full year by which the  Participant is more than 5 years older (younger)
than his/her Beneficiary, but  not below 77% (nor above 97%) of the Participant’s
monthly Retirement  Pension.





	 	3. 	50%
Contingent Annuity with non Spouse Beneficiary:





	 	(a) 	If
the Participant is less than 5 years older (or younger) than his/her non  Spouse
Beneficiary, the monthly benefit payable to the Participant shall be 90%  of the
Participant’s monthly Retirement Pension.





	 	(b) 	If
the Participant is more than 5 years older (younger) than his/her  Beneficiary, the
monthly benefit payable to the Participant shall be the amount  determined under (a)
above reduced (increased) by 1/2% of the Participant’s  monthly Retirement Pension
for each full year by which the Participant is more  than 5 years older (younger) than
his/her non spouse Beneficiary, but not below  82.5% (nor above 97.5%) of the Participant’s
monthly Retirement Pension.





If  the
Spouse is the designated Beneficiary under a 50% Contingent Annuity,  Actuarial
Equivalence shall be determined in accordance with B above.


60


	D. 	Adjustment
for Annuity with Period Certain under Section 5.3(c), Social Security Leveling Benefit
Under Section 5.3(d):





	 	1. 	Mortality
Table (a) For Participants whose Benefit Commencement Dates are  prior to January 1,
1993, the 1971 Basic Group Annuity Mortality table, and (b)  for Participants whose
Benefit Commencement Dates are on or after January 1,  1993, the 1983 Basic Group Annuity
Mortality table projected to 1988 using  scale H.





	 	2. 	Interest Rate – 7.5% per annum.





	 	3. 	In
developing factors under this Section D an average of the male and female values
determined in accordance with the assumptions set forth in (1) and (2) shall be  used.





	 	4. 	However,
for Participants whose Benefit Commencement Dates are on or after  January 1, 1993, their
adjusted pension shall not be less than that determined  based on their Retirement
Pension accrued to December 31, 1992 and using the  1971 Group Annuity Mortality table.





	E. 	Adjustment
for Lump Sum Distributions under Section 5.3(c), 5.4 or 6.1.5:





	 	1. 	Mortality
Table – the “applicable mortality table” prescribed by  the Secretary of
the Treasury based on the prevailing commissioners’ standard table (described in
Code § 807(d)(5)(A)) used to determine  reserves for group annuity contracts
issued on the date as of which present  value is being determined (without regard to any
other subparagraph of Code  § 807(d)(5)).





	 	2. 	Interest
Rate — the annual interest rate on 30-year Treasury securities as  specified by the
Secretary of the Treasury (“30-year Treasury rate”)  for September of the Plan
Year preceding the Plan Year in which occurs the  Participant’s Benefit Commencement
Date;





provided,
however, that for Participants whose Benefit Commencement Dates are on or after  January 1,
1997 but prior to January 1, 1998, the interest rate shall be the  30-year Treasury
rate for December 1996 if this results in a greater benefit; and provided  further that
for Participants who terminated Employment prior to January 1, 1997 (and  have not
been reemployed on or after such date), the mortality table shall be the 1983  Basic
Group Annuity Mortality Table projected to 1988 using scale H and the interest rate
shall be the lesser of 7.5% (per annum) or the interest rate(s) which would be used (as
of  the first day of the Plan Year in which the Participant’s benefit is paid) by
the  Pension Benefit Guaranty Corporation for a trusteed single-employer plan to value a
benefit upon termination of an insufficient trusteed single-employer plan, if this
results  in a greater benefit.


	 	3. 	In
determining such single sum Actuarial Equivalent present value, commencement  of the
benefit shall be assumed to occur





61


	 	(a) 	If
payable to the Participant under Section 3.1, 3.2, 3.3, 3.4(b) or 3.6, as the  case may
be, immediately (unless, in the case of a Participant under age 65,  commencement at age
65 would produce a greater single sum Actuarial Equivalent  present value of the benefit)





	 	(b) 	If
payable to the Participant under Section 3.5, on the Participant’s  Normal Retirement Date





	 	(c) 	If
payable to the Surviving Spouse under Section 6.1.5 and the Surviving  Spouse’s
benefit was determined under Section 6.1.1 or 6.1.2, as the case  may be, immediately
(unless, in the case of a Spouse’s Benefit Commencement  Date prior to the
Participant’s Normal Retirement Date, assumed  commencement at the Participant’s
Normal Retirement Date would produce a  greater single sum Actuarial Equivalent present
value of the benefit)





	 	(d) 	If
payable to the Surviving Spouse under 6.1.5 and the Surviving Spouse’s  benefit was
determined under Section 6.1.3, on the date which would have been  the Participant’s
Normal Retirement Date





	 	(e) 	Otherwise,
on the Participant’s Normal Retirement Date.





	 	4. 	In
developing factors under this Section E, except as provided for in (1), a  unisex basis
shall be developed by using an average of the male and female  values determined in
accordance with the assumptions set forth.





	 	5. 	However,
for Participants whose Benefit Commencement Dates are on or after  January 1, 1997,
their lump sum distribution shall not be less than that  determined based on their
Retirement Pension accrued to December 31, 1996,  using an interest rate of 7.5% per
annum and the 1983 Basic Group Annuity  Mortality table projected to 1988 using scale H.





	F. 	Adjustment
for Top Heavy Test under Article XII:





	 	1. 	Mortality
Table — (a) For Participants whose Benefit Commencement  Dates are prior to
January 1, 1993, the 1971 Basic Group Annuity Mortality  table, and (b) for Participants
whose Benefit Commencement Dates are on or after  January 1, 1993, the 1983 Basic Group
Annuity Mortality table projected to 1988  using scale H.





	 	2. 	Interest
Rate 5.0% per annum.





	 	3. 	In
developing factors under this Section F an average of the male and female values
determined in accordance with the assumptions set forth in (1) and (2) shall be  used
(except with respect to the top heavy test, in which case sex distinct  factors shall be
employed).





62


	 	4. 	However,
for Participants whose Benefit Commencement Dates are on or after  January 1, 1993, their
adjusted limitations shall not be less than those  determined based on the dollar limits
in effect on December 31, 1992 and using  the 1971 Group Annuity Mortality table.





	G. 	Adjustment
for commencement of benefits prior to age 55 for terminated vested participants under
Section 3.5:





	 	1. 	Mortality
Table





	 	(a) 	For
Participants whose Benefit Commencement Dates are prior to January 1,  1993, the
1971 Basic Group Annuity Mortality table, and (b) for  Participants whose Benefit
Commencement Dates are on or after January 1, 1993,  the 1983 Basic Group Annuity
Mortality table projected to 1988 using scale H.





	 	2. 	Interest
Rate 7.5% per annum.





	 	3. 	In
developing factors under this Section G an average of the male and female values
determined in accordance with the assumptions set forth in (1) and (2) shall be  used.





	 	4. 	However,
for Participants whose Benefit Commencement Dates are on or after  January 1, 1993, their
adjusted pension shall not be less than that determined  based on their Retirement
Pension accrued to December 31, 1992 and using the  1971 Group Annuity Mortality table.





	H. 	Adjustment
for commencement of benefits on or after age 55 under Section 3.5 for terminated vested
participants who terminate Employment prior to age 45:





	 	1. 	Mortality
Table – the “applicable mortality table” prescribed by the Secretary
of the Treasury based on the prevailing  commissioners’ standard table (described in
Code § 807(d)(5)(A))  used to determine reserves for group annuity contracts
issued on the date as of  which present value is being determined (without regard to any
other  subparagraph of Code § 807(d)(5)).





	 	2. 	Interest Rate – 7.5% per annum.





	 	3. 	However,
for any Participant whose Benefit Commencement Date is on or after  February 1,
1997, his/her adjusted pension shall not be less than that  determined based on his/her
Retirement Pension accrued to January 31, 1997  reduced by 1/2 of 1% for each month
by which the Participant’s Benefit  Commencement Date precedes his/her Normal
Retirement Date.





63


	I. 	Adjustment
to the Code §415(b) limit under Section 11.1:





The dollar
limitation under Code §415(b) shall be adjusted for form of payment and commencement
age based on the terms of the statute and applicable regulations and IRS guidance using
plan factors or, if a lower benefit would result, using:


	 	1. 	Mortality
Table – the “applicable mortality table” prescribed by the Secretary
of the Treasury based on the prevailing  commissioners’ standard table (described in
Code §807(d)(5)(A)) used  to determine reserves for group annuity contracts issued
on the date of which  present value is being determined (without regarding to any other
subparagraph  of Code §807(d)(5)).





	 	2. 	Interest
Rate– 5% per annum.





64


APPENDIX B


SPECIAL
PROVISIONS FOR MEMBERS OF THE UNITED PHARMACISTS GUILD


	B.1	A member of the United Pharmacists Guild who is an active Participant in this
Plan (or his/her Beneficiary) is entitled to a benefit from this Plan as
follows:





	 	a) 	for
a Participant who has an Hour of Service as an active Employee on or after  January 1,
1993 and whose date of Termination of Employment, Retirement, death  or Disability is on
or before December 31, 1993:





120% of the
benefit otherwise payable from this Plan.


	 	b) 	for
a Participant who has an Hour of Service as an active Employee on or after  January 1,
1994, the greater of





	 	i) 	120%
of the benefit otherwise payable from this Plan, calculated as of December  31, 1993 (or
such earlier date of transfer to non-United Pharmacists Guild  status); and





	 	ii) 	100%
of the benefit payable from this Plan calculated as of the  Participant’s date of
Termination of Employment, Retirement, death, or  Disability.





65


APPENDIX C


SPECIAL
PROVISIONS FOR MEMBERS OF LOCAL 478, IBT


	C.1	A member of Local 478, IBT who is an active Participant in this Plan (or his/her
Beneficiary) is entitled to a benefit from this Plan as follows:





	 	a) 	for
a Participant who has an Hour of Service as an active Employee on or after  January 1,
1993 and who is a member of Local 478 at his/her date of Termination  of Employment,
Retirement, death or Disability:





105% of the
benefit otherwise payable from this Plan.


	 	b) 	for
a Participant who has an Hour of Service as an active Employee on or after  January 1,
1993 and who subsequently transfers to non-Local 478 status, the  greater of





	 	i) 	105%
of the benefit otherwise payable from this Plan, calculated as of the date  of transfer
to non-Local 478 IBT status; and





	 	ii) 	100%
of the benefit payable from this Plan calculated as of the  Participant’s date of
Termination of Employment, Retirement, death, or  Disability.





66


APPENDIX D


DECEMBER 13,
1996 RETIREMENT INCENTIVE PROGRAM
(Section 3.6)


	D.1 	Definitions





	 	(a) 	The
following modifies terms which are otherwise defined in Article I,  solely for the
purpose of determining benefits payable in accordance with this  Appendix:





Actuarial
Equivalent:  Actuarial Equivalent as otherwise defined, with the following addition
to  Appendix A:


	 	I. 	Adjustments
for December 13, 1996 Retirement Incentive Program Retirement Incentive Bonus  (D.5) and
conversion to a single sum amount (D.7(c) and (d))





	 	1. 	Mortality
Table – the “applicable mortality table” prescribed by  the Secretary of
the Treasury based on the prevailing commissioners’ standard table (described in
Code § 807(d)(5)(A)) used to determine  reserves for group annuity contracts
issued on the date as of which present  value is being determined (without regard to any
other subparagraph of Code  § 807(d)(5)).





	 	2. 	Interest
Rate – the annual interest rate on 30-year Treasury securities as  specified by the
Secretary of the Treasury (“30-year Treasury rate”)  for September of the Plan
Year preceding the Plan Year in which occurs the  Participant’s Benefit Commencement
Date.





	 	3. 	Assumed
commencement date – the Eligible Participant’s actual  retirement date.





Compensation:
The Compensation as otherwise defined, except that an Eligible Participant’s
Compensation for the 1996 Plan Year shall (subject to the limit of Code
§ 401(a)(17)) be the sum of:


	 	1. 	Compensation
earned by the Participant from December 24, 1995 through  September 28, 1996; plus





	 	2. 	the
Participant’s regularly scheduled weekly base pay for the period  September 29,
1996 through December 21, 1996.





Credited
Service: An Eligible Participant’s aggregate period or periods of service with
the Employer while an Eligible Employee (measured in completed years and months). All such
service shall be deemed to be Full-Time Credited Service.


Early
Retirement Age: An Eligible Participant shall have attained his/her Early Retirement
Age when he/she has, or would in the event of continued Employment until July 31,
1997 have, completed at least 10 years of Company Service and attained the age of 52 while
in active Employment.


67


	 	(b) 	In
addition to those terms defined in Article I, the following words and  phrases, as
used in this Appendix, shall have the following meanings





Annual
Salary:  An Eligible Participant's annualized base pay rate as of October 1, 1996.


Company
Service: An Eligible Participant’s period of service with the Employer (measured
in years, months and days) beginning with the Eligible Participant’s most recent
Employment Commencement Date.


Eligible
Participant: A Participant who (1) as of December 13, 1996, is an active,
full-time associate of Pathmark Stores, Inc. (including Blair Distributors and Pauls
Trucking subsidiaries) or Chefmark, Inc., other than an employee represented by a
collective bargaining agent; and (2) as of July 31, 1997, has attained Early
Retirement Age, provided that such term shall not include a Participant who is terminated
for violation of Company policy.


Retirement
Incentive Bonus:  The benefit calculated in accordance with Section D.5 of this
Appendix.


Retirement
Incentive Supplement:  The benefit calculated in accordance with Section D.4 of this
Appendix.


Retirement
Incentive Pension:  The benefit calculated in accordance with Section D.3 of this
Appendix.


	D.2 	Eligibility





An Eligible
Participant whose Early Retirement Age is on or before March 31, 1997 and who,
between December 13, 1996 and January 27, 1997, elects to retire effective no
later than February 1, 1997 or April 1, 1997 for Store associates (or such later
date, not more than 90 days after such date, as may be specified by the Company in order
to accommodate business needs) and executes a release and waiver form prescribed by the
Administrative Committee, will receive, in lieu of any other retirement benefit under the
Plan, a benefit determined in accordance with Sections D.3 (“Retirement Incentive
Pension”), D.4 (“Retirement Incentive Supplement”), and D.5
(“Retirement Incentive Bonus”) below.


An Eligible
Participant whose Early Retirement Age is after March 31, 1997 and on or before
July 31, 1997, and who, between January 24, 1997 and March 10, 1997, elects
to retire effective no later than April 1, 1997 (or such later date, not more than 90
days after such date, as may be specified by the Company in order to accommodate business
needs) and executes a release and waiver form prescribed by the Administrative Committee,
will receive, in lieu of any other retirement benefit under the Plan, a benefit determined
in accordance with Sections D.3 (“Retirement Incentive Pension”), D.4
(“Retirement Incentive Supplement”), and D.5 (“Retirement Incentive
Bonus”) below.


68


	D.3 	Retirement
Incentive Pension





An
Eligible Participant shall receive a Retirement Pension determined as the
greater of:


	 	(a) 	The
Retirement Pension which would otherwise be calculated under Sections 3.1,  3.2, or 3.3
of the Plan, as the case may be, granting an additional 3 years of  Credited Service
(which are deemed to be years of Full-Time Credited Service.)  In no event, however, will
such grant of additional years of Credited Service  cause the total number of years of
Credited Service to exceed 30. Such benefit  is reduced by 1/3 of 1% for each month
(including any months prior to the  Eligible Participant’s attainment of age 55) by
which the Eligible  Participant’s actual retirement date precedes the Eligible
Participant’s attainment of age 65; and





	 	(b) 	The
Retirement Pension which would otherwise be calculated under Sections 3.1,  3.2, or 3.3
of this Plan, as the case may be. Such benefit is reduced by 1/3 of  1% for each month
(including any months prior to the Eligible Participant’s  attainment of age 55) by
which the Eligible Participant’s actual retirement  date precedes the Eligible
Participant’s attainment of age 62.





	D.4 	Retirement
Incentive Supplement





If an
Eligible Participant is under age 62, he/she shall receive a monthly benefit in an amount
equal to (i) if the Participant’s Retirement Pension, determined without regard
to this Appendix, would not be determined under the minimum benefit provisions of Section
3.1(b), (“Minimum Benefit”), 50% of the Participant’s monthly Primary
Social Security Benefit multiplied by a fraction, the numerator of which is the
Participant’s Credited Service (not to exceed 30 years) and the denominator of which
is 30 (with such monthly benefit determined without regard to Section D.3 above), or
(ii) if the Participant’s Retirement Pension, determined without regard to this
Appendix would be determined under the Minimum Benefit, the excess of (a) 40% of the
Participant’s Average Final Compensation multiplied by Credited Service (not to
exceed 30 years and determined without regard to Section D.3 above) and divided by 30 over
(b) the Participant’s Minimum Benefit (with such monthly benefit determined
without regard to Section D.3 above). Such benefit is reduced by 1/3 of 1% for each month
(including any months prior to the Eligible Participant’s attainment of age 55) by
which the Eligible Participant’s actual retirement date precedes the Eligible
Participant’s attainment of age 65.


	D.5 	Retirement
Incentive Bonus





An Eligible
Participant shall receive a monthly benefit which is the Actuarial Equivalent of the
single sum amount equal to the percentage of the Eligible Participant’s Annual Salary
determined from the following table:


	Completed Years of
Company Service	 	Percentage of
Annual Salary
	10, but less than 13	 	35%
	13, but less than 16	 	40%
	16, but less than 19	 	45%
	19 or more	 	50%





69


	D.6 	Application
of Limitations on Benefits





The benefits
payable in accordance with this Appendix are subject to the restrictions of Code
§§ 401(a)(4), 401(a)(17), and 415. To the extent that the benefits payable
to an Eligible Participant under this Appendix are restricted by the above Code sections,
the benefits will be reduced in the following order to the extent required to meet such
limitation:


first, the
Retirement Incentive Supplement


and then,
the Retirement Incentive Bonus


and then,
the Retirement Incentive Pension.


	D.7 	Payment
of Benefits





	 	(a) 	Subject
to (d) below, the Eligible Participant’s Retirement Incentive  Pension shall be paid
commencing on the Eligible Participant’s actual  retirement date in accordance with
Article V. If an Eligible Participant who has  properly elected to retire in accordance
with this Appendix dies before his/her  actual retirement date, his/her Surviving Spouse
shall receive a pre-retirement  death benefit in accordance with Article VI,
substituting the Retirement  Incentive Pension for the Retirement Pension therein.





	 	(b) 	Subject
to (d) below, the Eligible Participant’s Retirement Incentive  Supplement shall be
paid commencing on the Eligible Participant’s actual  retirement date until the
month he/she attains age 62. If the Eligible  Participant dies prior to attaining age 62,
no further payments (after the  payment for the month of death) shall be made.





	 	(c) 	Subject
to (d) below, the Eligible Participant’s Retirement Incentive Bonus  shall be paid
commencing on the Eligible Participant’s actual retirement  date in accordance with
Article V. If an Eligible Participant who has  properly elected to retire in
accordance with this Appendix dies before his/her  actual retirement date, his/her
Surviving Spouse shall receive the Actuarial  Equivalent of the Retirement Incentive
Bonus. In addition, the Eligible  Participant (or, in the event of the Eligible
Participant’s death before  his/her actual retirement date, his/her Surviving
Spouse) can elect, in  accordance with the election and spousal consent rules of Section
5.2 to receive  his/her Retirement Incentive Bonus as an immediate single sum payment
which is  the Actuarial Equivalent of such benefit.





	 	(d) 	The
Eligible Participant (or, in the event of the Eligible Participant’s  death before
his/her actual retirement date, his/her Surviving Spouse) can  elect, in accordance with
the election and spousal consent rules of Section 5.2  to receive his/her Retirement
Incentive Pension and his/her Retirement Incentive  Supplement as an immediate single sum
payment which is the Actuarial Equivalent  of such benefits; provided that he/she also
elects to receive his/her Retirement  Incentive Bonus as the Actuarial Equivalent single
sum amount.





70


If the
retirement date elected by an Eligible Participant is deferred at the option of the
Company (in accordance with Section D.2), then in no event (other than the application of
legal limits) shall the amount of any single sum payment elected by such Participant under
this Section D.7 be less than the amount which would have been payable if the Participant
had retired on his/her originally elected retirement date.


71


APPENDIX E


SPECIAL
PROVISIONS FOR FORMER LOCAL 1776 EMPLOYEES


	E.1	Definitions. For purposes of this Appendix E, “Local 1776 Pension
Plan” shall mean the Pathmark Stores, Inc. and United Food and Commercial
Workers, Local 1776, Pension Plan as in effect on July 31, 1997.





	E.2	Background/Applicability. Certain Company stores at which employees
represented by United Food and Commercial Workers Local 1776
(“Local 1776”) were employed were closed during 1997 and in
accordance with a Store Closings Memorandum of Agreement between the Company and
Local 1776 dated June 18, 1997, all employees who were covered by a
collective bargaining agreement between the Company and Local 1776 during
May 1997 and who, as of May 25, 1997 were participants in the Local 1776
Pension Plan became 100% vested in their accrued benefits as of May 25,
1997 under the Local 1776 Pension Plan and the Local 1776 Pension Plan
was merged into this Plan effective August 1, 1997.





Except as
provided in Section E.3 below, the benefits of any former Local 1776 employee who was
entitled to a retirement benefit under the Local 1776 Pension Plan as of
July 31, 1997 (“Local 1776 Participant”) or the surviving spouse of
any Local 1776 Participant shall be determined in accordance with the terms of the
Local 1776 Pension Plan in effect on the date the Local 1776 Participant
terminated, retired or died, whichever occurred first.


	E.3 	Optional
Lump Sum Distribution.





	 	(a) 	Subject
to Section E.3(d) below and the election and spousal consent rules of  Section 5.2,
effective August 1, 1997, a Local 1776 Participant who  has terminated Employment
but who has not yet commenced payment of his/her  retirement benefit may, in addition to
the optional forms of payment permitted  under the Local 1776 Pension Plan, elect to
receive (i) an immediate  lump sum distribution of the single sum Actuarial
Equivalent value (as  determined under Section E.3(c) below) of his/her vested accrued
benefit under  the Local 1776 Pension Plan or (ii) an immediate annuity payable
in  the normal form of annuity payment applicable to the Local 1776 Participant
under the terms of the Local 1776 Pension Plan which is the actuarial  equivalent
(as determined under the terms of the Local 1776 Pension Plan)  of the Local 1776
Participant’s vested accrued benefit under the Local  1776 Pension Plan or, in the
case of payments commencing prior to age 55, which  is the Actuarial Equivalent (as
determined under Appendix A) of such benefit.  Any lump sum distribution shall be in full
settlement of the Participant’s  benefit under the Plan.





	 	(b) 	Subject
to Section E.3 (d) below, effective August 1, 1997, the surviving spouse  of a Local 1776
Participant who is entitled to a pre-retirement death benefit  under the terms of the
Local 1776 Pension Plan but who has not yet commenced  payment of such benefit may, in
lieu of the survivor annuity otherwise payable,  elect to receive such benefit in the
form of a lump sum distribution which is  the single sum Actuarial Equivalent value (as
determined under Section E.3(c)  below) of such pre-retirement death benefit. Any lump
sum distribution shall be  in full settlement of the surviving spouse’s benefit
under the Plan.





72


	 	(c) 	For
purposes of determining the amount of any lump sum benefit payable to a  Local 1776
Participant under Section E.3(a) above or the surviving spouse of a  Local 1776
Participant under Section E.3(b) above, single sum Actuarial  Equivalent value shall be
determined using the following assumptions:





	 	(i) 	Mortality
Table – the “applicable mortality table” prescribed by the Secretary
of the Treasury based on the prevailing  commissioners’ standard table (described in
Code § 807(d)(5)(A))  used to determine reserves for group annuity contracts
issued on the date as of  which present value is being determined (without regard to any
other  subparagraph of Code § 807(d)(5));





	 	(ii) 	Interest
Rate – the annual interest rate on 30-year Treasury  securities as specified by
the Secretary of the Treasury for September of the  Plan Year preceding the Plan Year in
which occurs the Participant’s Benefit  Commencement Date;





	 	(iii) 	In
determining such single sum Actuarial Equivalent present value, commencement  of the
benefit shall be assumed to occur at the later of the date the  Participant ceased to be
an Employee and (1) age 62 if the Participant had at  least 10 Years of Service (Vesting)
(unless assuming commencement at age 65  would produce a greater single sum Actuarial
Equivalent present value of the  benefit); or (2) immediately if the Participant is
entitled to a disability  retirement benefit under the terms of the Local 1776 Pension
Plan; or (3) in all  other events, age 65.





	 	(d) 	Notwithstanding
any other provision of this Plan to the contrary, if the single  sum actuarial equivalent
(as determined under the Local 1776 Pension Plan) of  the benefit payable to a Local 1776
Participant upon termination of Employment  or the benefit payable to the surviving
spouse of a Local 1776 Participant upon  the Participant’s death does not exceed
$3,500, then he/she shall receive  his/her benefit in the form of a lump sum distribution
in accordance with the  terms of the Local 1776 Pension Plan in full settlement of
his/her benefit under  the Plan.





	E.4	Spinoff or Termination Prior to August 1, 2002. Notwithstanding any other
provision of this Plan to the contrary, in the event of a spinoff or termination
of the Plan occurring after the date of the merger of the Local 1776 Pension
Plan into this Plan, August 1, 1997, and before August 1, 2002, Plan assets
shall first be allocated for the benefits of former participants in the Local
1776 Pension Plan to the extent of the present value of such benefits as of
August 1, 1997.





73


APPENDIX F


SPECIAL
PROVISIONS FOR FORMER
EMPLOYEES OF RICKEL HOME CENTERS DIVISION


	F.1	Definitions. For purposes of this Appendix F, “Rickel
Participant” shall mean a Participant (a) who on November 3, 1994 was an
Employee, or a former Employee who was last employed by, the Rickel Home Centers
Division of Plainbridge, Inc., (b) who was vested in his/her Retirement Pension
on November 3, 1994, or became vested in his/her Retirement Pension taking into
account service with Rickel Home Centers, Inc., or continued in employment with
Rickel Home Centers, Inc. until December 31, 1995, and (c) whose accrued benefit
under this Plan has not been transferred to the Rickel Home Centers, Inc.
Pension Plan or any other plan.





	F.2 	Optional
Lump Sum Distribution.





	 	(a) 	Subject
to Section F.2(d) below and the election and spousal consent rules of  Section 5.2,
effective November 1, 1997, a Rickel Participant who has  terminated Employment but who
has not yet commenced payment of his/her  Retirement Pension may, in addition to the
optional forms of payment permitted  under Article V of the Plan, elect to receive (i) an
immediate lump sum  distribution of the single sum Actuarial Equivalent value (as
determined under  Section F.2(c) below) of his/her vested Retirement Pension or (ii) if
the  Rickel Participant is not then eligible to receive an immediate benefit under
Article III, an immediate annuity payable in the normal form of benefit payable  to the
Rickel Participant under Section 5.1 of the Plan which is the Actuarial  Equivalent of
the Rickel Participant’s vested Retirement Pension. Any lump  sum distribution shall
be in full settlement of the Participant’s benefit  under the Plan.





	 	(b) 	Subject
to Section F.2 (d) below, effective November 1, 1997, the surviving  spouse of a Rickel
Participant who is entitled to a pre-retirement death benefit  under the terms of the
Plan but who has not yet commenced payment of such  benefit may, in lieu of the survivor
annuity otherwise payable, elect to receive  such benefit in the form of a lump sum
distribution which is the single sum  Actuarial Equivalent value (as determined under
Section F.2(c) below) of such  pre-retirement death benefit. Any lump sum distribution
shall be in full  settlement of the surviving spouse’s benefit under the Plan.





	 	(c) 	For
purposes of determining the amount of any lump sum benefit payable to a  Rickel
Participant under Section F.2(a) above or the surviving spouse of a  Rickel Participant
under Section F.2(b) above, single sum Actuarial Equivalent  value shall be determined
using the following assumptions:





	 	(i) 	Mortality
Table – the “applicable mortality table” prescribed by the Secretary
of the Treasury based on the prevailing  commissioners’ standard table (described in
Code § 807(d)(5)(A))  used to determine reserves for group annuity contracts
issued on the date as of  which present value is being determined (without regard to any
other  subparagraph of Code § 807(d)(5));





74


	 	(ii) 	Interest
Rate – the interest rate shall be either —





	 	(A) 	the
annual interest rate on 30-year Treasury securities as specified by the  Commissioner of
Internal Revenue (“30-year Treasury rate”) for August  of the Plan Year
preceding the Plan Year in which occurs the Participant’s  Benefit Commencement Date
if the single sum Actuarial Equivalent of the  Participant’s Retirement Pension as
so determined does not exceed $5,000;  or





	 	(B) 	solely
with respect to distributions made to a Participant whose benefit amount  as determined
under (c)(ii)(A) above exceeds $5,000, the 30-year Treasury rate  for the fourth month
immediately preceding the Plan quarter in which occurs the  Participant’s Benefit
Commencement Date (i.e., June 1997 for distributions  occurring in October, November or
December 1997), provided that the single sum  Actuarial Equivalent of the Participant’s
Retirement Pension as so  determined shall not be less than $5,000;





	 	(iii) 	In
determining such single sum Actuarial Equivalent present value, commencement  of the
benefit shall be assumed to occur





	 	(A) 	Except
for lump sum distributions in excess of $5,000, if payable to the  Participant under
Section 3.1, 3.2, 3.3, 3.4(b) or 3.6, as the case may be,  immediately (unless, in the
case of a Participant under age 65, commencement at  age 65 would produce a greater
single sum Actuarial Equivalent present value of  the benefit)





	 	(B) 	If
payable to the Participant under Section 3.5 or for any lump sum  distributions in excess
of $5,000 to the Participant or Surviving Spouse, on the  Participant’s Normal
Retirement Date (or immediately in the case of a  Participant over age 65)





	 	(C) 	Except
for lump sum distributions in excess of $5,000, if payable to the  Surviving Spouse under
Section 6.1.1 or 6.1.2, as the case may be, immediately  (unless, in the case of a Spouse’s
Benefit Commencement Date prior to the  Participant’s Normal Retirement Date,
assumed commencement at the  Participant’s Normal Retirement Date would produce a
greater single sum  Actuarial Equivalent present value of the benefit)





	 	(D) 	If
payable to the Surviving Spouse under Section 6.1.3, on the date which would  have been
the Participant’s Normal Retirement Date





	 	(E) 	Otherwise,
on the Participant's Normal Retirement Date.





75


	 	(d) 	Notwithstanding
the foregoing, if the single sum Actuarial Equivalent of a  Rickel Participant’s
vested Retirement Pension determined without regard to  this Appendix F is greater than
the single sum amount payable under this  Appendix F but does not exceed $5,000, then the
amount, timing and form of  payment of such Participant’s vested Retirement Pension
shall be determined  without regard to this Appendix F.





76


APPENDIX G


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 Retirement Pension.


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 Retirement Pension.


77


APPENDIX H


SPECIAL
PROVISIONS FOR
FORMER SPONSORED PENSION PLAN PARTICIPANTS


	H.1	Background/Applicability. Effective April 30, 1998, the SGC Sponsored
Pension Plan for Employees Covered by Certain Collective Bargaining Agreements
(the “Sponsored Pension Plan”), a single plan comprising several plan
documents, was merged into this Plan. The benefits of any participant in the
Sponsored Pension Plan who as of April 30, 1998 had retired or otherwise
terminated Employment and was entitled to a retirement benefit under the
Sponsored Pension Plan (“Former Sponsored Plan Participant”) or the
surviving spouse of any participant in the Sponsored Pension Plan who died
before April 30, 1998 shall be determined in accordance with the terms of the
Sponsored Pension Plan in effect on the date such participant terminated,
retired or died, whichever occurred first.





	H.2	Spinoff or Termination Prior April 30, 2003. Notwithstanding any other
provision of this Plan to the contrary, in the event of a spinoff or termination
of the Plan occurring after the date of the merger of the Sponsored Pension Plan
into this Plan, April 30, 1998, and before April 30, 2003, Plan assets shall
first be allocated for the benefits of former participants in the Sponsored
Pension Plan to the extent of the present value of such benefits as of April 30,
1998.





78


APPENDIX I


SPECIAL
PROVISIONS FOR
MEMBERS OF LOCAL 371, UFCW


	I.1	Background/Applicability. Effective April 30, 1998, the SGC Sponsored
Pension Plan for Employees Covered by Certain Collective Bargaining Agreements
(the “Sponsored Pension Plan”), a single plan comprising several plan
documents, was merged into this Plan. Certain employees represented by Local No.
371, United Food & Commercial Workers International Union (the
“Union”) were covered by the SGC Sponsored Pension Plan for Part-Time
Employees Represented by Local No. 371, United Food & Commercial Workers
International Union, which was a component part of the Sponsored Pension Plan
and was established effective January 1, 1989. This Appendix I shall apply to an
Employee who is represented by the Union and an Eligible Employee (as defined
below) (a “Local 371 Eligible Employee”) on or after April 30, 1998 or
the surviving spouse of any such employee.





	I.2	Definitions. Notwithstanding anything in Article I to the contrary, the
following definitions, in addition to those in Section I.1 above, shall apply
for purposes of this Appendix I:





Benefit
Multiplier:  Eight dollars ($8.00)


Collective
Bargaining Agreement: An agreement then in effect between the Company and the Union
governing the wages and working conditions of Employees of the Company in the collective
bargaining unit represented by the Union for collective bargaining purposes.


Early
Retirement Age:  A Participant shall have attained his/her Early Retirement
Age when he/she has completed at least 10 years of Vesting Service and has attained the
age of 55 while an Employee.


Eligibility
Year of Service:  One complete Year of Service.


Eligible
Employee:  An Employee with respect to whom all of the following conditions are then
satisfied:


	 	(i) 	the
Employee is employed at the Company on a “part-time basis” (which  shall mean a
regular weekly work schedule of no less than 15 hours and no more  than 30 hours) in the
bargaining unit represented for collective bargaining  purposes by the Union;





	 	(ii) 	the
Employee’s wages and working conditions are governed by a Collective Bargaining
Agreement; and





	 	(iii) 	the
Employee is eligible for participation in the Plan under the terms of such  Collective
Bargaining Agreement.





79


In no event
shall an employee who is a “leased employee” (within the meaning of Code §
414(n)) be an Eligible Employee.


Local 371
Credited Service: A Participant shall accrue Local 371 Credited Service for Years of
Service during which the Participant was a Local 371 Eligible Employee, including periods
prior to becoming a Participant but excluding periods of absence for disability, leave of
absence, layoff, maternity or paternity absence, or any other period included as a Years
of Service for which the Participant is not compensated. Local 371 Credited Service shall
be expressed as years and months with a fraction of a month treated as a whole month.


Non-Vested
Termination of Employment: A Termination of Employment without a right to an immediate
or deferred Retirement Pension under Article III, including termination of employment by
reason of disability.


Vesting
Service:  A Participant's total Years of Service.


Years of
Service: An Employee’s Years of Service shall be equal to the period of time
beginning on the Employee’s “service commencement date” (as defined below)
and ending on the Employee’s “severance date” (as defined below); provided
that if an Employee has more than one service commencement date, all periods between each
service commencement date and the immediately following severance date shall be aggregated
in determining Years of Service. An Employee’s service commencement date for a
particular period of employment is the first date of such period with respect to which the
Participant accrues an Hour of Service. An Employee’s severance date for a particular
period of employment is the earlier of (i) the date the Employee quits, retires or is
discharged from employment with the Employer, whether or not the Employee is absent from
work for any reason on such date, or (ii) the date which is the first anniversary of the
first date of a period of absence for any reason other than quit, retirement or discharge
(e.g., disability, leave of absence, layoff, etc.); provided, however, that in computing
Years of Service of a Participant with respect to whom a severance date occurs by reason
of quit, retirement or discharge (whether or not the Employee was absent from work for any
reason on the date thereof), such severance date shall be disregarded if the Participant
again accrues an Hour of Service within twelve (12) months (x) from the date of such quit,
retirement or discharge, or (y) if absent from work for any other reason (e.g.,
disability, leave of absence, layoff, etc.) when such quit, retirement or discharge
occurred, from the first date of such period of absence.


	I.3	Participation. The following shall
apply with respect to a Local 371 Eligible Employee in lieu of Article II
(“Participation”):





	2.1 	Admission
as a Participant





	2.1.1 	Each
person who is a Local 371 Eligible Employee and a participant in the  Sponsored Pension
Plan immediately prior to April 30, 1998, shall continue to be  a Participant in this
Plan. Any other person who is a Local 371 Eligible  Employee on, or becomes a Local 371
Eligible Employee after, April 30, 1998,  shall become a Participant on the Entry Date
coincident with or next following  the date he/she completes one Eligibility Year of
Service, provided he/she is a  Local 371 Eligible Employee on such date.





80


	2.1.2 	A
Local 371 Eligible Employee who did not become a Participant on the Entry Date
coincident with or next following the date on which he/she met the eligibility
requirements of Section 2.1.1 because he/she was not then a Local 371 Eligible  Employee
shall become a Participant as of the first day on which he/she again  becomes a Local 371
Eligible Employee.





	2.1.3 	An
individual who has ceased to be a Participant and who again becomes a Local  371 Eligible
Employee shall become a Participant as of the first date on which  he/she again becomes a
Local 371 Eligible Employee.





	2.2 	[Omitted]





	2.3 	[Omitted]





	2.4 	Employment
Transfers





	2.4.1	(a) 	If an Employee employed in an ineligible employment category is transferred  to service
as a Local 371 Eligible Employee and he/she has otherwise met the  eligibility
requirements to become a Participant under Section 2.1.1, he/she  shall become a
Participant on the date of such transfer. Otherwise, he/she shall  become a Participant
at the applicable date determined in accordance with the  provisions of Section 2.1.1.





	 	(b) 	If
an Employee in an ineligible category is transferred to service as a Local  371 Eligible
Employee and becomes a Participant in accordance with this Section  2.4.1, then his/her
prior years of service with the Company or a Subsidiary  shall be taken into account for
purposes of determining his/her Vesting Service,  but shall not be taken into account for
purposes of determining his/her Local  371 Credited Service.





	2.4.2 	If
a Local 371 Eligible Employee is transferred to an ineligible Employment  category, then
the Participant’s service with the Company or a Subsidiary  subsequent to transfer
shall be taken into account for purposes of determining  Vesting Service, but shall not
be taken into account for purposes of determining  Local 371 Credited Service. Such an
Employee’s period of service as a Local  371 Eligible Employee shall not count as
Credited Service under the Plan except  for purposes of this Appendix (and only to the
extent provided in this  Appendix).





	I.4	Retirement Pensions. The following shall apply with respect to a Local
371 Eligible Employee in lieu of Sections 3.1 through 3.5:





81


	3.1 	Normal
Retirement Pension





Each
Participant who attains his/her Normal Retirement Age while an Employee and retires from
Employment shall receive a monthly Retirement Pension commencing on his/her Normal
Retirement Date. The monthly amount of such Retirement Pension shall be equal to the
Participant’s Local 371 Credited Service multiplied by the Benefit Multiplier in
effect on the date the Employee ceased to be an Employee (or if earlier, the date he/she
ceased to be a Local 371 Eligible Employee).


	3.2 	Early
Retirement Pension





A
Participant who has attained his/her Early Retirement Age while an Employee and retires
from Employment prior to Normal Retirement Age shall be entitled to receive a monthly
Retirement Pension. Such monthly Retirement Pension shall be payable, at the  Participant’s
election,


	 	(a) 	commencing
as of the Participant’s Normal Retirement Date in an amount  determined as of the
date of his/her Retirement in accordance with Section 3.1,  or





	 	(b) 	commencing
as of the Participant’s Early Retirement Date in an amount  determined as of the
date of his/her Retirement in accordance with Section 3.1,  but reduced as follows: (i) for
each month not in excess of 60 that the  commencement of monthly benefit payments
precedes the Participant’s Normal  Retirement Date, the reduction shall be 8/12 of
1% (8% per year), and  (ii) for each month in excess of 60 that the commencement of
monthly  benefit payments precedes the Participant’s Normal Retirement Date, the
reduction shall be 5/12 of 1% (5% per year).





A
Participant’s election to commence distribution of his/her Retirement Pension under
this Section 3.2 prior to his/her Normal Retirement Date shall be made within the 90-day
period preceding his/her Benefit Commencement Date.


	3.3 	Late
Retirement Pension





A
Participant who retires from Employment after his/her Normal Retirement Date shall
receive  a monthly Retirement Pension commencing as of his/her Late Retirement Date.


Subject to
Sections 3.8 and 5.6.2, the amount of such monthly Retirement Pension shall be determined
as of the date of his/her Retirement in accordance with Section 3.1. The Retirement
Pension payable upon a Participant’s Late Retirement Date shall never be less than
the Retirement Pension payable at his/her Normal Retirement Date.


82


	3.4 	[Omitted]





	3.5 	Vested
Termination Pension





A
Participant who terminates Employment with at least five years of Vesting Service (and
without being eligible to receive benefits under any other provision of this Article III)
shall be entitled to a monthly Retirement Pension. Such Retirement Pension shall be
payable (a) commencing as of the Participant’s Normal Retirement Date in an amount
determined as of his/her Termination of Employment in accordance with Section 3.1, or (b)
if the Participant has completed at least ten years of Vesting Service and so elects,
commencing as of the first day of any month coincident with or next following the
Participant’s attainment of age 55 and prior to the first day of any month
coincident  with or next following age 65 in an amount determined as of his/her
Termination of  Employment in accordance with paragraph (b) of Section 3.2. A Participant’s
election  to commence distribution of his/her Retirement Pension under this Section 3.5
prior to  his/her Normal Retirement Date shall be made within the 90-day period preceding
his/her  Benefit Commencement Date.


	I.5	Suspension of Benefits. The following shall apply with respect to a Local
371 Eligible Employee in lieu of Section 3.8:





	3.8 	Suspension
of Benefits





	 	(a) 	If
a Participant receiving benefit payments under Section 3.2 or 3.5 again becomes  an
Employee, subject to Section 5.6.2, benefit payments shall be suspended for  any month
during which such Participant is an Employee; provided, however, that  benefit payments
shall not be suspended for any month —





	 	(i) 	after
the attainment of Normal Retirement Age during which the Participant  accrues less than
65 Hours of Service, or





	 	(ii) 	after
the attainment of Normal Retirement Age during which the Participant  accrues 65 or more
Hours of Service, unless the Participant has been furnished  with written notice of such
suspension in accordance with the requirements of  Department of Labor Regulations
section 2530.203-3(b)(4).





	 	(b) 	In
the event that a Participant receiving benefit payments under Section 3.1 or  3.3 again
becomes an Employee, or in the event a Participant continues to be an  Employee after
attainment of Normal Retirement Age, subject to Section 5.6.2,  benefit payments under
3.1 or 3.3 shall be suspended for any month during which  the Participant is an Employee;
provided, however, that benefit payments shall  not be suspended for any month —





	 	(i) 	during
which the Participant accrues less than 65 Hours of Service, or





83


	 	(ii) 	after
the attainment of Normal Retirement Age during which the Participant  accrues 65 or more
Hours of Service, unless the Participant has been furnished  with written notice of such
suspension in accordance with the requirements of  Department of Labor Regulations
section 2530.203-3(b)(4).





	 	(c) 	If
benefit payments to a Participant have been suspended under paragraph (a) or  (b) above,
or if the Participant received a cash out distribution under Section  5.4, the benefit
subsequently payable to the Participant under Section 3.1, 3.2,  3.3 or 3.5 after the
Participant again ceases to be an Employee (or, if earlier,  upon reaching the required
beginning date under Section 5.6.2) shall be  determined, subject to subsequent
adjustments required after the required  beginning date pursuant to Section 5.6.2 on the
basis of his/her Local 371  Credited Service, Vesting Service and age at the date the
Participant ceases to  be an Employee (or, if earlier, reaches the required beginning
date under  Section 5.6.2); provided, however, that such benefit shall be reduced by the
Actuarial Equivalent of the benefit payments made to the Participant (but not  below the
benefit that would have been payable had the Participant not again  become an Employee
(or the Actuarial Equivalent thereof if paid in a different  form)).





	I.6	Vesting Service and Credited Service. Article IV (“Determination of
Vesting Service and Credited Service”) shall not apply with respect to a
Local 371 Eligible Employee.





	I.7	Forms of Payment of Retirement Benefit. Article V (“Forms of Payment
of Retirement Benefit”), including Section 5.4 (“Mandatory Cash
Outs”), shall apply with respect to a Local 371 Eligible Employee, except
that the only optional forms of benefit under Section 5.3 available to a Local
371 Eligible Employee shall be those described in Section 5.3(a) (Single Life
Annuity) and 5.3(b) (Contingent Annuity).





	I.8	Required Commencement Date. The following shall apply with respect to a
Local 371 Eligible Employee in lieu of Section 5.6.2:





	5.6.2	(a) 	Notwithstanding any provision in the Plan to the contrary, a  Participant’s entire
vested interest in the Plan must be distributed, or  distribution of such vested interest
must commence, no later than the  Participant’s required beginning date, which shall
be the later of —





	 	(i) 	the
April 1 of the calendar year following the calendar year of attaining age  70-1/2, and





	 	(ii) 	the
earlier of (1) the date of attaining Normal Retirement Age and (2) the  date of
completing five Years of Service.





	 	(b) 	In
the event that a Participant receives benefit payments under the Plan for any  month
beginning on or after the required beginning date (as defined in (a)  above) and during
which the Participant is an Employee, the following provisions  shall be applicable:





84


	 	(i) 	Adjustments
in the amount of monthly benefit payments to reflect any increase in  the Participant’s
accrued benefit attributable to Local 371 Credited  Service accrued in a Plan Year ending
after the required beginning date for  service after such date shall be made as of the
first scheduled benefit payment  in the following Plan Year; and





	 	(ii) 	that
portion of the total accrued benefit attributable to Local 371 Credited  Service accrued
in a Plan Year ending after the required beginning date for  service after such date
(determined before application of this subparagraph  (ii)) shall be reduced by the
Actuarial Equivalent of such benefit payments made  during such Plan Year; provided,
however, that such reduction shall not reduce  the Participant’s total accrued
benefit below the total accrued benefit as  of the end of the immediately preceding Plan
Year.





	I.9	Pre-Retirement Death Benefit. The following shall apply with respect to a
Local 371 Eligible Employee in lieu of Section 6.1(“Pre-Retirement Death
Benefit”)





	6.1 	Pre-Retirement
Death Benefit





	6.1.1 	If
a married Participant dies on or after his/her Normal Retirement Age but  prior to
his/her Benefit Commencement Date, then a monthly pre-retirement death  benefit shall be
payable to the Participant’s Surviving Spouse commencing  as of the first day of the
month coincident with or next following the  Participant’s death. The amount of such
monthly pre-retirement death  benefit shall be the benefit the Surviving Spouse would
have received if the  Participant had retired and commenced payment of his/her Retirement
Pension on  the first of the month coincident or next following the date of his/her death
in  the form of a Qualified Joint and Survivor Annuity.





	6.1.2 	If
a married Participant dies prior to his/her Normal Retirement Age and prior  to his/her
Benefit Commencement Date at a time when he/she is entitled to an  early retirement or
vested termination Retirement Pension under Section 3.2 or  3.5, then a monthly
pre-retirement death benefit shall be payable to the  Participant’s Surviving Spouse
commencing, at the election of the Surviving  Spouse, as of (a) the first day of any
month coincident or following the  date which would have been the Participant’s
“Earliest Distribution  Date” (as defined below) and prior to the date which
would have been the  Participant’s Normal Retirement Date, or (b) the date
which would have  been the Participant’s Normal Retirement Date. Such commencement
date will  be the Benefit Commencement Date for the benefit payable to the Surviving
Spouse. The amount of such monthly pre-retirement death benefit shall be equal  to the
amount of the monthly benefit the Surviving Spouse would have received if  the
Participant had terminated Employment as of the date of his/her death (or  such earlier
actual date of Termination of Employment), survived until the  Surviving Spouse’s
Benefit Commencement Date, commenced payment of his/her  Retirement Pension on the
Surviving Spouse’s Benefit Commencement Date in  the form of a Qualified Joint and
Survivor Annuity (and reduced in accordance  with Section 3.2 if commencement is prior to
the date which would have been the  Participant’s Normal Retirement Date), and died
on the day after the  Surviving Spouse’s Benefit Commencement Date. For purposes of
this Section  6.1.2, “Earliest Distribution Date” shall mean the earliest date
as of  which the Participant could have commenced distribution of his/her vested
termination Retirement Pension under Section 3.2 or 3.5, as applicable.





85


	6.1.3 	Notwithstanding
Sections 6.1.1 and 6.1.2 above, if a Participant had elected a  Contingent Annuity with
his/her Spouse as Beneficiary in accordance with Section  5.2 but dies prior to his/her
Benefit Commencement Date, any benefit payable to  the Surviving Spouse under this
Article VI shall be based on such form of  Contingent Annuity if it results in greater
benefit payments to the Surviving  Spouse.





	6.1.4 	Notwithstanding
any provision in this Plan to the contrary, if the single sum  Actuarial Equivalent of
the pre-retirement death benefit payable to a Surviving  Spouse does not exceed $5,000 at
the date of the Participant’s death, such  benefit shall be distributed in a
lump-sum distribution as soon as practicable  following the Participant’s death.





	I.10	Actuarial Equivalent. Notwithstanding anything in Appendix A
(“Actuarial Equivalent”) to the contrary, the following shall apply in
determining Actuarial Equivalent forms of benefit with respect to a Local 371
Eligible Employee:





	 	1. 	Reduction
for payment of benefits in a form other than a Single Life Annuity





In the
event that benefits payable to a Participant are payable in the form of a Qualified Joint
and Survivor Annuity or a Contingent Annuity, monthly benefit payments to the Participant
shall be a percentage of the monthly benefit payments that would be payable to the
Participant if the benefit had been paid in the form of a Single Life Annuity, determined
in accordance with the following:


	 	(a) 	Qualified
Joint and Survivor Annuity (Section 5.1) — The monthly benefit  payable in the
Qualified Joint and Survivor Annuity form shall be 90% of the  monthly benefit payable in
the form of a Single Life Annuity; provided that if  there is more than a five year
difference in the ages of the Participant and the  Beneficiary, the 90% shall be adjusted
by 1/2 of 1% for each full year and each  part of a year of difference in excess of 5
years, but not below 82.5% and not  above 98%.





	 	(b) 	50%
Contingent Annuity (Section 5.3(b)) — Same as Qualified Joint and  Survivor Annuity.





	 	(c) 	66-2/3%
Contingent Annuity (Section 5.3(b)) — The monthly benefit payable  in the 66-2/3%
Contingent Annuity form shall be 87% of the monthly benefit  payable in the form of a
Single Life Annuity; provided that if there is more  than a five year difference in the
ages of the Participant and the Beneficiary,  the 87% shall be adjusted by 2/3 of 1% for
each full year and part of a year of  difference in excess of 5 years, but not below 77%
and not above 97%.





86


	 	(d) 	100%
Contingent Annuity (Section 5.3.(b)) — The monthly benefit payable in  the 100%
Contingent Annuity form shall be 82% of the monthly benefit payable in  the form of a
Single Life Annuity; provided that if there is more than a five  year difference in the
ages of the Participant and the Beneficiary, the 82%  shall be adjusted by 1% for each
full year and each part of a year of difference  in excess of 5 years, but not below 67%
and not above 97%.





	 	2. 	Computing
single sum Actuarial Equivalent present values under Section 5.4 or  6.1.4





	 	(a) 	Mortality
Table – the “applicable mortality table” prescribed by the Secretary
of the Treasury based on the prevailing  commissioners’ standard table (described in
Code § 807(d)(5)(A))  used to determine reserves for group annuity contracts
issued on the date as of  which present value is being determined (without regard to any
other  subparagraph of Code § 807(d)(5)).





	 	(b) 	Interest
Rate – the annual interest rate on 30-year Treasury  securities as specified by
the Secretary of the Treasury (“30-year Treasury  rate”) for September of the
Plan Year preceding the Plan Year in which  occurs the Participant’s Benefit
Commencement Date; provided, however, that  for a Local 371 Eligible Employee whose
Benefit Commencement Date is on or after  August 1, 2001 but prior to November 1,
2002, the interest rate  shall be the 30-year Treasury rate for January of the year in
which occurs  his/her Benefit Commencement Date if this results in a greater benefit.





	 	(c) 	In
determining such single sum Actuarial Equivalent present value, commencement  of the
benefit shall be assumed to occur at age 55, if the Participant has at  least 10 Years of
Service (unless assuming commencement at age 65 would produce  a greater single sum
Actuarial Equivalent present value of the benefit), or age  65, otherwise; or, if later,
at the date the Participant ceases to be an  Employee.





	 	(d) 	However,
for a Local 371 Eligible Employee whose Benefit Commencement Date is on  or after January 1, 2000
and before November 1, 2001,  his/her lump sum distribution shall not be less
than that determined using the  interest rate or rates which would be used by the Pension
Benefit Guaranty  Corporation for determining the present value of the benefits under the
Plan if  the Plan had terminated on the first day of the Plan Year in which the payment
is made and the 1983 Basic Group Annuity Mortality table projected to 1988 with  Scale H.





87


	 	(e) 	Unisex
Basis – Factors shall be determined separately for males and  females in
accordance with this section and the results shall be equally  weighted in determining
the applicable unisex factor.





	 	3. 	Reduction
for Payments Made After Required Beginning Date Under Section 3.8





	 	(a) 	Mortality
Table – as in 2(a) above.





	 	(b) 	Interest
Rate – as in 2(b) above.





	 	(c) 	Unisex
Basis – as in 2(d) above.





	I.11	Spinoff or Termination Prior to April 30, 2003. Notwithstanding any other
provision of this Plan to the contrary, in the event of a spinoff or termination
of the Plan occurring after the date of the merger of the Sponsored Pension Plan
into this Plan, April 30, 1998, and before April 30, 2003, Plan assets shall
first be allocated for the benefits of former participants in the Sponsored
Pension Plan to the extent of the present value of such benefits as of April 30,
1998.





 


AMENDMENT No. 1


to the


SGC PENSION PLAN


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


The
SGC Pension 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”:


“Leased
Employee: 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
§ 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 the definition of
“Eligible Employee” in Article I is hereby amended in its entirety to
read as follows:


“(c)
any Leased Employee;”


3.
Effective January 1, 1997, the definition of “Employee” in Article I
is hereby amended in its entirety to read as follows:


“Employee:
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 § 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 § 414(n)(5).”


4.
Effective January 1, 1997, the last paragraph of Section 3.1 is hereby amended
in its entirety to read as follows:


“Notwithstanding
the foregoing, a Leased Employee who has attained Normal Retirement Age and, by virtue of
a prior period of employment, is entitled to a benefit from this Plan, shall receive
his/her monthly Retirement Pension commencing on his/her Normal Retirement Date.”


 


5.
Effective January 1, 1997, the last sentence of the definition of “Eligible
Employee” in Section I.2 of Appendix I is hereby amended in its entirety to
read as follows:


“In
no event shall an employee who is a Leased Employee be an Eligible
Employee.”


6.
Effective January 1, 2001, the definition of “Normal Retirement
Age” in Article I is hereby amended by adding the following sentence at the
end thereof:


“A
Participant who attains his/her Normal Retirement Age while an Employee and retires from
Employment shall have a nonforfeitable right to a Retirement Pension determined under
Section 3.1 or 3.3, as applicable.”


7.
Effective January 1, 1998, the first paragraph of Section 5.4 is hereby amended
in its entirety to read as follows:


“Effective
with respect to Participants who terminate Employment on or after January 1, 1998 and
notwithstanding any provision in this Plan to the contrary, if the single sum Actuarial
Equivalent value of a Participant’s Retirement Benefit does not exceed $5,000 at
Termination of Employment or Retirement, such amount shall be paid in the form of a lump
sum distribution as soon as practicable following his/her Termination of Employment or
Retirement and no alternative form of benefit payment shall be available.”


8.
Section 12.1(d) is hereby corrected by substituting “Section
11.1.4(b)” for “Section 11.1.5(b)” therein.


9.
Effective January 1, 2001, Section 12.1 is hereby amended by adding the
following definition of “Years of Vesting Service” at the end thereof:


“(l)
“Years of Vesting Service means the years of Vesting Service
credited to a Participant under Section 4.1.”


10.
Effective January 1, 2001, Section 12.3(b) is hereby amended in its entirety to
read as follows:


	 	“(b)	Subject to Code § 411(a)(10), if the Plan ceases to be Top Heavy, then
notwithstanding Section 12.3(a) above, each Participant’s vested interest  in
his/her Retirement Pension shall be determined in accordance with the  provisions of
Article III.





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	 





 


AMENDMENT No. 2


to the


SGC PENSION PLAN


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


The
SGC Pension 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.
Pension Plan,” and the definition of “Plan” in Article I is
hereby amended in its entirety to read as follows:


“Plan:
The Pathmark Stores, Inc. Pension 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	 





 


AMENDMENT No. 3


to the


PATHMARK STORES,
INC. PENSION PLAN


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


The
Pathmark Stores, Inc. Pension 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. Pension 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 § 415 LIMIT ON
BENEFITS


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


2. Increase in Code  § 415
Limit; Effect on Participants. Section 11.1 of the Plan incorporates  by reference the
Code §415 limit. Benefit increases resulting from the  changes to the Code § 415(b)
limit made by EGTRRA will be provided to all  Participants with benefits limited by Code
§ 415(b), including Participants  who retired or otherwise terminated employment
before the effective date of this  section, who have an accrued benefit under the Plan
immediately prior to the  effective date of this section (other than an accrued benefit
resulting from a  benefit increase solely as a result of the increases in limitations
under Code  § 415(b)). The provisions of this section shall not increase the amount
of  any benefit payable before January 1, 2002.


 


SECTION II.  INCREASE IN
COMPENSATION LIMIT


1.  Applicability.  This section
shall only apply to a Participant who is an Employee of the Company or  a Subsidiary
after December 31, 2001.


2. Increase in limit. The  limit
on annual compensation taken into account in determining a  Participant’s benefit
accruals under the Plan in any Plan Year beginning  after December 31, 2001 shall be
$200,000. 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). For purposes of determining benefit accruals in a Plan
Year beginning  after December 31, 2001, the annual compensation limit for determination
periods  beginning before January 1, 2002 shall be $200,000.


3. Cost-of-living  adjustment. The
$200,000 limit on annual compensation in paragraph 2 above shall  be adjusted for
cost-of-living increases in accordance with Code Section  401(a)(17)(B). 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.  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 10.9 of the Plan, an eligible retirement plan shall also
mean an annuity contract described in Code § 403(b) and an eligible plan
under Code § 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 § 414(p).


SECTION IV.  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 § 416(g) for Plan Years beginning after December 31, 2001,
and whether the Plan satisfies the minimum benefits requirements of Code §
416(c) for such years. This section amends Article XII 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 Employer or an ERISA Affiliate having annual compensation greater than
$130,000 (as adjusted under Code § 416(i)(1) for Plan Years beginning after
December 31, 2002), a 5-percent owner of the Employer or an ERISA Affiliate, or
a 1-percent owner of the Employer or an ERISA Affiliate having annual compensation of more
than $150,000. For this purpose, annual compensation means compensation within the meaning
of Code § 415(c)(3). The determination of who is a Key Employee will be made in
accordance with Code § 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.


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 § 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 § 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
Employer or an ERISA Affiliate during the 1-year period ending on the Determination Date
shall not be taken into account.


3.
Minimum benefits. For purposes of satisfying the minimum benefit requirements of
Code § 416(c)(1) and the Plan, in determining Years of Vesting Service, any
service with the Employer or an ERISA Affiliate shall be disregarded to the
extent that such service occurs during a Plan Year when the Plan benefits
(within the meaning of Code § 410(b)) no Key Employee or former Key
Employee.”


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	 





 


AMENDMENT No. 4


to the


PATHMARK STORES,
INC. PENSION PLAN


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


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


1. Effective for
distributions with Benefit Commencement Dates on or after
December 31, 2002, and notwithstanding any other Plan provision to the
contrary, the mortality table prescribed in IRS Revenue Ruling 2001-62 shall be
the applicable mortality table used for purposes of Section E,1, Section H, and
Section I of Appendix A; Section E.3(c)(i) of Appendix E; Section F.2(c)(i) of
Appendix F; and Sections I.10, 2(a) and I.10, 3(a) of Appendix I.


2. Effective
January 1, 1998, for purposes of the definition of
“Compensation” in Article I and the definition of
“Limitation Compensation” in Section 11.1.4(b), amounts
contributed to or under a plan or arrangement maintained by the Company or a
Subsidiary under Code §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 §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	 





 


AMENDMENT No. 5


to the


PATHMARK STORES,
INC. PENSION PLAN


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


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


“APPENDIX J


MARCH 2003
RETIREMENT INCENTIVE PROGRAM
(Section 3.6)


	J.1. 	Background/Applicability





This
Appendix sets forth the provisions of a special retirement incentive program applicable to
“Eligible Participants” (as defined in Section J.2 below) who retire during
a limited period of time, under certain terms and conditions, as specified in
Section J.3 below.


	J.2 	Definitions





As  used in
this Appendix, the following words and phrases shall have the following  meanings:


Actuarial
Equivalent: Actuarial Equivalent as defined in Article I of the Plan, except that for
purposes of determining the amount of a lump sum distribution of a portion of a Retirement
Incentive Pension under Section J.4 of this Appendix or converting a Retirement Incentive
Bonus to a single life annuity form of payment under Section J.5 or J.6 of this Appendix,
it shall be determined on the basis of the following assumptions:


	 	(a) 	Mortality
Table – the mortality table prescribed in IRS Revenue Ruling  2001-62.





	 	(b) 	Interest
Rate – the annual interest rate on 30-year Treasury securities as  specified by the
Secretary of the Treasury for September of the Plan Year  preceding the Plan Year in
which occurs the Participant’s Retirement Date.





	 	(c) 	Assumed
Commencement Date – the Eligible Participant’s actual  retirement date (except
that in determining the amount of a lump sum  distribution of a portion of a Retirement
Incentive Pension under Section J.4 of  this Appendix for a Participant under age 65,
commencement at age 65 shall be  assumed if it would produce a greater single sum
Actuarial Equivalent present  value of such benefit).





 


If an
Eligible Participant’s Retirement Incentive Bonus is paid in an annuity form other
than a single life annuity, the Actuarial Equivalent single life annuity of such benefit,
as determined under the foregoing assumptions, shall be further adjusted in accordance
with the appropriate assumptions for such form of annuity under Appendix A of the Plan.


Annual
Base Pay:  An Eligible Participant's annual rate of base pay as of January 1, 2003,
not to  exceed $200,000.


Continuous
Service: An Eligible Participant’s continuous period of service with the Employer
(measured in years, months and days) from his/her most recent date of hire by the Employer
until his/her Retirement Date.


Eligible
Participant: A Participant who (1) as of March 3, 2003, is an active, full-time
Eligible Employee of the Company or PTMK LLC and is not (a) a store associate; (b) a
Product Manager; (c) divisional staff; or (d) an Employee included in a unit of employees
covered by a collective bargaining agreement; (2) by December 31, 2003, will be at least
age 52 (age 55 if he/she is a Vice President); and (3) has at least 10 continuous years of
Non-Union Vesting Service since his/her most recent date of hire by the Employer;
provided, however, that a Participant shall not be an Eligible Participant if he/she (i)
is terminated for violation of Employer policy; (ii) was entitled to severance payments
from the Employer as of March 3, 2003; (iii) has been offered benefits pursuant
to a non-qualified retirement incentive agreement or arrangement with the Employer which
benefits are intended to be in lieu of the additional Plan benefits provided under this
Appendix; or (iv) as of April 30, 2003 (or, if earlier, the date he/she actually
terminates Employment) is not actively at work (other than by reason of a leave of absence
covered by the federal Family and Medical Leave Act of 1993, as amended).


Program:
The retirement incentive program offered by the Employer to Eligible Participants who
retire from Employment in accordance with the requirements of Section J.3 of this
Appendix.


Retirement
Date: May 1, 2003 or, if earlier, the first day of the month coincident with or next
following the date as of which an Eligible Participant terminates Employment.


Retirement
Incentive Bonus:  The benefit determined in accordance with Section J.5 of this
Appendix.


Retirement
Incentive Pension:  The benefit determined in accordance with Section J.4 of this
Appendix.


Retire(s)
under the Program: An Eligible Participant Retires under the Program if he/she has
elected to retire from Employment in accordance with the requirements of
Section J.3(a) of this Appendix or is entitled to the benefits provided under this
Appendix pursuant to Section J.3(b).


Rule of
70: An Eligible Participant shall have satisfied the Rule of 70 if his/her total years
of Vesting Service and age as of his/her Retirement Date equals or exceeds 70 years.


 


Capitalized
terms used in this Appendix but not defined herein shall have the respective meanings set
forth in the Plan.


	J.3 	Eligibility





	 	(a) 	An
Eligible Participant who, between March 3, 2003 and April 17, 2003 (or,  if later,
the date that is 45 days after the date the Participant was given the  “Program
Booklet” which describes the benefits available to Eligible  Participants under the
Program) elects to retire from Employment and commence  payment of his/her benefits under
the Plan effective no later than  May 1, 2003 and executes a release and waiver
in the form prescribed  by the Company, shall be entitled to the Retirement Incentive
Pension and the  Retirement Incentive Bonus described below in lieu of any other benefits
under  the Plan.





	 	(b) 	An
Eligible Participant who did not elect to retire from Employment during the  period
described in paragraph (a) above and was involuntarily terminated from  Employment by the
Employer effective April 30, 2003, shall be entitled  to the benefits provided
under this Appendix (in lieu of any other benefits  under the Plan) if, and only if,
he/she executes such waivers and releases as  the Company may require as a condition to
receipt of such additional pension  benefits within 45 days after the date he/she was
given such waivers and  releases (but in no event later than September 1, 2003).
Notwithstanding any  other provision of this Appendix to the contrary, payment of such
benefits shall  not commence until the first day of the month coincident with or next
following  the date he/she executes and returns such releases and waivers to the Company.





	J.4 	Retirement
Incentive Pension





	 	(a) 	An
Eligible Participant who Retires under the Program shall be entitled to a  monthly
benefit commencing as of his/her Retirement Date equal to the greater  of:





	 	(i) 	The
monthly Retirement Pension which would be payable to the Participant,  commencing as of
his/her Retirement Date, under Section 3.1, 3.2, or 3.3 of the  Plan, as applicable, if
the Participant had 3 full additional years of Full-Time  Credited Service as of his/her
Retirement Date; provided, however, that in no  event shall a Participant’s years of
Credited Service taken into account  under the Plan exceed 30; and





	 	(ii) 	The
monthly Retirement Pension which would be payable to the Participant,  commencing as of
his/her Retirement Date, under Section 3.1, 3.2, or 3.3 of the  Plan, as applicable, if
the Participant were 3 years older as of his/her  Retirement Date.





	 	(b) 	For
purposes of this Section J.4, Section 3.2 of the Plan shall be  applied as if
(i) the Early Retirement Age was age 51 and (ii) the reduction for  benefit commencement
before attainment of age 65 was as follows: (A) for an  Eligible Participant who as of
his/her Retirement Date is at least age 55 or is  under age 55 but has satisfied the Rule
of 70, a reduction of 1/3 of 1% for each  month by which the Participant’s
Retirement Date precedes his/her  attainment of age 65; and (B) for an Eligible
Participant who as of his/her  Retirement Date is under age 55 and has not satisfied the
Rule of 70, a  reduction of 1/2 of 1% for each month by which the Participant’s
Retirement  Date precedes his/her attainment of age 65.





 


	 	(c) 	Payment
of an Eligible Participant’s Retirement Incentive Pension shall  commence as of
his/her Retirement Date in the annuity form of payment determined  under Article V of the
Plan, except that an Eligible Participant may instead  elect to have





	 	(i) 	the
single sum Actuarial Equivalent of 50% of his/her Retirement Incentive  Pension paid in
an immediate lump sum payment, with the remainder of his/her  Retirement Incentive
Pension paid in an immediate annuity under the annuity form  of payment determined under
Article V of the Plan, or





	 	(ii) 	the
single sum Actuarial Equivalent of his/her “benefit enhancement” (as defined
below) paid in an immediate lump sum payment, with the remainder of  his/her Retirement
Incentive Pension paid in an immediate annuity under the  annuity form of payment
determined under Article V of the Plan;





provided,
however that if an Eligible Participant makes such an election to receive a portion of
his/her Retirement Incentive Pension in a lump sum payment, he/she must also elect to
receive his/her Retirement Incentive Bonus in a lump sum payment. Any election to receive
such a lump sum payment shall be subject to the election and spousal consent rules of
Section 5.2 of the Plan.


For this
purpose, an Eligible Participant's "benefit enhancement" shall mean the excess
of


	 	(x) 	the
Retirement Incentive Pension payable to the Participant as of his/her  Retirement Date
under the provisions of this Appendix, over





	 	(y) 	the
Retirement Pension which would be payable to the Participant under Article  III of the
Plan as of his/her Retirement Date without regard to the provisions  of this Appendix and
applying the assumptions set forth in Section J.4(b) above  for an Eligible Participant
who is under age 55 as of his/her Retirement Date.





For
purposes of determining the annuity form of payment under Article V of the Plan, the
provisions of Article V of the Plan shall be applied by substituting “Retirement
Incentive Pension” for “Retirement Pension.”


	 	(d) 	Notwithstanding
the foregoing, no benefit shall be payable with respect to an  Eligible Participant who
dies before his/her Retirement Date, except as may be  provided under Section J.6 of this
Appendix.





 


	J.5 	Retirement
Incentive Bonus





	 	(a) 	In
addition to the Retirement Incentive Pension determined under  Section J.4 above, an
Eligible Participant who Retires under the Program  shall be entitled to receive a lump
sum benefit, payable as of his/her  Retirement Date, which is equal to the percentage of
the Participant’s  Annual Base Pay determined from the following table based on
his/her completed  years of Continuous Service:





	Completed Years of
Vesting Service	 	Percentage of
Annual Base Pay
	10, but less than 15	 	35%
	15, but less than 20	 	40%
	20, but less than 25	 	45%
	25 or more	 	50%





	 	(b) 	Payment
of an Eligible Participant’s Retirement Incentive Bonus shall  commence as of
his/her Retirement Date. An Eligible Participant’s  Retirement Incentive Bonus shall
be paid in the same form of annuity payment as  is the Participant’s Retirement
Incentive Pension, except that (i) if the  Participant elects to receive payment of a
portion of his/her Retirement  Incentive Pension in a lump sum payment, his/her
Retirement Incentive Bonus  shall also be paid in a lump sum payment; and (ii) the
Participant may elect to  receive payment of his/her Retirement Incentive Bonus in a lump
sum payment  (regardless of the form of payment he/she elects for his/her Retirement
Incentive Pension). Any annuity form of payment for a Participant’s  Retirement
Incentive Bonus shall be the Actuarial Equivalent of the lump sum  amount of the
Participant’s Retirement Incentive Bonus. Any lump sum  payment of an Eligible
Participant’s Retirement Incentive Bonus shall be  subject to the election and
spousal consent rules of Section 5.2 of the Plan.





	 	(c) 	Notwithstanding
the foregoing, no benefit shall be payable with respect to an  Eligible Participant who
dies before his/her Retirement Date, except as may be  provided under Section J.6 of this
Appendix.





	J.6 	Pre-Retirement
Death





	 	(a) 	If
an Eligible Participant who has properly elected to Retire under the Program  dies before
his/her Retirement Date and has a Surviving Spouse, then the  Participant’s
Surviving Spouse shall (in lieu of any other benefit under  the Plan) be entitled to a
monthly pre-retirement death benefit determined as  follows: (i) if the Participant’s
Retirement Incentive Pension would have  been determined under Section 3.1 or 3.3 of the
Plan, such monthly  pre-retirement death benefit shall be the benefit determined under
Section 6.1.1  (or, if applicable, 6.1.4) of the Plan based on the Participant’s
Retirement Incentive Pension; or (ii) if the Participant’s Retirement  Incentive
Pension would have been determined under Section 3.2 of the Plan, such  monthly
pre-retirement death benefit shall be the benefit determined under  Section 6.1.2 (or, if
applicable, Section 6.1.4) of the Plan based on the  Participant’s Retirement
Incentive Pension assuming the Early Retirement  Age was 51 and applying the early
retirement reduction factors which would have  been applicable to the Participant under
Section J.4(b) of this Appendix. In  addition, the Surviving Spouse’s payments under
such pre-retirement death  benefit shall be increased by the Actuarial Equivalent of the
lump sum amount of  the Retirement Incentive Bonus which would have been payable to the
Participant.  A Surviving Spouse shall not be entitled to elect a lump sum payment of any
part  of his/her death benefit.





 


	 	(b) 	If
an Eligible Participant dies before making a proper election to Retire under  the
Program, any pre-retirement death benefit shall be determined under Article  VI of the
Plan without regard to the provisions of this Appendix.”





IN
WITNESS WHEREOF, Pathmark Stores, Inc. has caused this amendment to be executed
this 30th day of April, 2003.


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





 


AMENDMENT No. 6


to the


PATHMARK STORES,
INC. PENSION PLAN


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


The
Pathmark Stores, Inc. Pension Plan (as amended and restated effective as of
January 1, 2001) (“Plan”) is hereby amended in the following
respects, effective March 28, 2005:


1.  The
EGTRRA Addendum is hereby amended by adding the following new Section V at the end
thereof:


“SECTION
V.  AUTOMATIC ROLLOVERS


1.
Effective date.  This section shall apply to distributions from the Plan made on or after
March 28,  2005.


2. Automatic
rollovers. In the event of a mandatory distribution greater than  $1,000 which is made to
a terminated Participant in accordance with the  provisions of Section 5.4 of the Plan
(or any corresponding provision of an  Appendix to the Plan), if the Participant does not
elect to have such  distribution paid directly to an eligible retirement plan specified
by the  Participant in a direct rollover or to receive the distribution directly in
accordance with the provisions of the Plan, then such distribution will be paid  in a
direct rollover to an individual retirement plan designated by the  Administrative
Committee.”


IN
WITNESS WHEREOF, Pathmark Stores, Inc. has caused this amendment to be executed
this 15th day of May, 2005.


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





 


AMENDMENT No. 7


to the


PATHMARK STORES,
INC. PENSION PLAN


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


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


1. Effective January 1,
2004, the second paragraph of Section 5.6.1 (which begins “If the amount .
.. .”) is hereby deleted.


2.  Effective January 1, 2004,
Section 10.12 is hereby amended by adding the following paragraph as the  new first
paragraph thereof:


“If
payment of the Retirement Pension to which a former Employee is entitled under Section 3.2
or 3.5 has not commenced by his/her Normal Retirement Date solely because the
Administrative Committee is unable to locate the Participant and the Participant
subsequently makes a claim for benefits under the Plan, then the Participant’s
benefit may be paid retroactive to the Participant’s Normal Retirement Date if (i)
the Participant consents to such retroactive payment; (ii) the Participant’s spouse
as of the date benefits actually commence (the “Actual Payment Date”), if any,
consents to the distribution (in accordance with Section 5.2.3) unless the distribution is
made in the form of a Contingent Annuity with the Participant’s Spouse as Beneficiary
and the Spouse’s monthly death benefit under such annuity is not less than it would
have been under the Qualified Joint and Survivor Annuity if the Participant’s Benefit
Commencement Date was on or after the Actual Payment Date; (iii) payment is not made in a
form of payment subject to Code § 417(e); and (iv) the Actual Payment Date is
not more than three years after the Participant’s Normal Retirement Date and the
Participant’s claim for benefits is made at least 90 days (or such lesser period as
may be permitted by rules established by the Administrative Committee) before the Actual
Payment Date (in such form and manner as the Administrative Committee may require). In any
such case, (w) the Participant’s benefit shall be subject to the Code § 415
limit determined as of the Participant’s Normal Retirement Date and, if the Actual
Payment Date is more than 12 months after the Participant’s Normal Retirement Date,
as of the Actual Payment Date; (x) notwithstanding any other provision of the Plan to the
contrary, the Participant’s “Spouse” shall be the person, if any, married
to the Participant on the Actual Payment Date; (y) the provisions of Sections 5.1 and 5.2
(regarding the normal form of payment and participant notice and election requirements)
shall be applied by replacing “Benefit Commencement Date” with “Actual
Payment Date”; and (z) a make-up payment shall be made to reflect the missed payments
for the period from the Participant’s Normal Retirement Date to the date of the
actual make-up payment, with such missed payments adjusted for interest for the period
from the date they would have been made to the date of the actual make-up payment at the
annual interest rate on 30-year Treasury securities as specified by the Secretary of the
Treasury for September of the Plan Year preceding the Plan Year in which occurs the
Participant’s Actual Payment Date. Notwithstanding the foregoing, this paragraph
shall not apply to a Participant who continues in employment with, or is rehired by, the
Company or an ERISA Affiliate on or after his/her Normal Retirement Date and distribution
of a Participant’s benefit under the Plan shall be subject to the requirements of
Code § 401(a)(9).”


 


3. Effective January 1,
2005, Section B, 3 of Appendix A (“Actuarial Equivalent”) is hereby
amended in its entirety to read as follows:


	 	“3.	If the Participant’s Spouse is more than 5 years older than the  Participant, the
monthly benefit payable to the Participant shall be an amount  equal to 95% of the
Participant’s monthly Retirement Pension increased by  1/2 of 1% for each full year
by which the Participant’s Spouse is more than  5 years older than the Participant,
but not above 97.5% of the  Participant’s monthly Retirement Pension.”





4.  Effective December 9, 2005,
the following new Appendix K is hereby added at the end of the Plan:


"APPENDIX K


December 2005
RETIREMENT INCENTIVE PROGRAM
(Section 3.6)


	K.1 	Background/Applicability





This
Appendix sets forth the provisions of a special retirement incentive program applicable to
“Eligible Participants” (as defined in Section K.2 below) who retire during
a limited period of time, under certain terms and conditions, as specified in
Section K.3 below.


	K.2 	Definitions





As  used in
this Appendix, the following words and phrases shall have the following  meanings:


Actuarial
Equivalent: Actuarial Equivalent as defined in Article I of the Plan, except that for
purposes of determining the amount of a lump sum distribution of a portion of a Retirement
Incentive Pension under Section K.4 of this Appendix or converting a Retirement Incentive
Bonus to a single life annuity form of payment under Section K.5 or K.6 of this Appendix,
it shall be determined on the basis of the following assumptions:


	 	(a) 	Mortality
Table – the mortality table prescribed in IRS Revenue Ruling  2001-62.





	 	(b) 	Interest
Rate – the annual interest rate on 30-year Treasury securities as  specified by the
Secretary of the Treasury for September of the Plan Year  preceding the Plan Year in
which occurs the Participant’s Retirement Date.





	 	(c) 	Assumed
Commencement Date – the Eligible Participant’s Retirement Date  (except that in
determining the amount of a lump sum distribution of a portion  of a Retirement Incentive
Pension under Section K.4 of this Appendix for a  Participant under age 65, commencement
at age 65 shall be assumed if it would  produce a greater single sum Actuarial Equivalent
present value of such  benefit).





 


If an
Eligible Participant’s Retirement Incentive Bonus is paid in an annuity form other
than a single life annuity, the Actuarial Equivalent single life annuity of such benefit,
as determined under the foregoing assumptions, shall be further adjusted in accordance
with the appropriate assumptions for such form of annuity under Appendix A of the Plan.


Annual
Base Pay:  An Eligible Participant's annual rate of base pay from the Employer as of
December 1, 2005, not to exceed $210,000.


Continuous
Service: An Eligible Participant’s continuous period of service with the Employer
(measured in years, months and days) from his/her most recent date of hire by the Employer
until the date he/she terminates Employment.


Election
Period: In the case of an Eligible Participant who is not a store associate, the
period from December 9, 2005 through (and including) January 23, 2006; and in the case of
an Eligible Participant who is a store associate, the period from December 14, 2005
through (and including) January 28, 2006.


Eligible
Participant:  A Participant who is described in (a)(i) or (a)(ii) below and is not
ineligible under (b) below.


	 	(a)	(i) 	A Participant who (1) as of December 9, 2005, is an active, full-time  Eligible Employee
of the Company, Plainbridge, Inc. or PTMK LLC and is not  either (A) a store associate or
(B) included in a unit of Employees covered by a  collective bargaining agreement; (2) by
December 31, 2005, will be at least age  52 (age 55 if he/she is a Vice President); and
(3) has at least 10 continuous  years of Non-Union Vesting Service since his/her most
recent date of hire by the  Employer.





	 	(ii) 	A
Participant who (1) as of December 14, 2005, is an active, full-time Eligible  Employee
of the Company and is a General Store Manager, Assistant Store Manager,  District
Manager, Assistant District Manager or Store Receiver; (2) by December  31, 2005, will be
at least age 58 (age 55 if he/she is a Store Receiver); and  (3) has at least 10
continuous years of Non-Union Vesting Service since his/her  most recent date of hire by
the Employer.





	 	(b) 	Notwithstanding
(a) above, a Participant shall not be an Eligible Participant if  he/she (i) is
terminated for violation of Employer policy; (ii) is receiving  severance payments from
the Employer; (iii) has been offered benefits pursuant  to a non-qualified retirement
incentive agreement or arrangement with the  Employer which benefits are intended to be
in lieu of the additional Plan  benefits provided under this Appendix; or (iv) as of the
last day of his/her  Election Period (or, if earlier, the date he/she actually terminates
Employment)  is not actively at work (other than by reason of a leave of absence covered
by  the federal Family and Medical Leave Act of 1993, as amended).





 


Program:
The retirement incentive program offered by the Employer to Eligible Participants who
retire from Employment in accordance with the requirements of Section K.3 of this
Appendix.


Retirement
Date: February 1, 2006 or, if earlier, the first day of the month coincident with or
next following the date as of which an Eligible Participant terminates Employment.
Notwithstanding the preceding sentence, in the case of an Eligible Participant whose
retirement is delayed by the Employer until after February 1, 2006 in accordance with
Section K.3, it shall mean the first day of the month coincident with or next following
the date as of which the Eligible Participant terminates Employment.


Retirement
Incentive Bonus:  The benefit determined in accordance with Section K.5 of this
Appendix.


Retirement
Incentive Pension:  The benefit determined in accordance with Section K.4 of this
Appendix.


Retire(s)
under the Program: An Eligible Participant Retires under the Program if he/she has
elected to retire from Employment in accordance with the requirements of Section K.3
of this Appendix.


Rule of
70: An Eligible Participant shall have satisfied the Rule of 70 if his/her total years
of Vesting Service and age as of his/her Retirement Date equals or exceeds 70 years.


Capitalized
terms used in this Appendix but not defined herein shall have the respective meanings set
forth in the Plan.


	K.3 	Eligibility





An Eligible
Participant who, during his/her Election Period (or, if later, the date that is 45 days
after the date the Participant was given the Program Booklet which describes the benefits
available to Eligible Participants under the Program), elects to retire from Employment
and commence payment of his/her benefits under the Plan effective no later than February
1, 2006 and executes a release and waiver in the form prescribed by the Company, shall be
entitled to the Retirement Incentive Pension and the Retirement Incentive Bonus described
below in lieu of any other benefits under the Plan. The Employer may, in its discretion,
delay the retirement of an Eligible Participant who elects to Retire under the Program for
up to 90 days to accomplish business needs.


	K.4 	Retirement
Incentive Pension





	 	(a) 	An
Eligible Participant who Retires under the Program shall be entitled to a  monthly
benefit commencing as of his/her Retirement Date equal to the greater  of:





	 	(i) 	The
monthly Retirement Pension which would be payable to the Participant,  commencing as of
his/her Retirement Date, under Section 3.1, 3.2, or 3.3 of the  Plan, as applicable, if
the Participant had 3 full additional years of Full-Time  Credited Service as of his/her
Retirement Date; provided, however, that in no  event shall a Participant’s years of
Credited Service taken into account  under the Plan exceed 30; and





 


	 	(ii) 	The
monthly Retirement Pension which would be payable to the Participant,  commencing as of
his/her Retirement Date, under Section 3.1, 3.2, or 3.3 of the  Plan, as applicable, if
the Participant were 3 years older as of his/her  Retirement Date.





	 	(b) 	For
purposes of this Section K.4, Section 3.2 of the Plan shall be  applied as if
(i) the Early Retirement Age was age 52 and (ii) the reduction for  benefit commencement
before attainment of age 65 was as follows: (A) for an  Eligible Participant who as of
his/her Retirement Date is at least age 55 or is  under age 55 but has satisfied the Rule
of 70 (as determined based on his/her  actual age as of such date and without regard to
(a)(ii) above), a reduction of  1/3 of 1% for each month by which the Participant’s
Retirement Date  precedes his/her attainment of age 65; and (B) for an Eligible
Participant who  as of his/her Retirement Date is under age 55 and has not satisfied the
Rule of  70 (as determined based on his/her actual age as of such date and without regard
to (a)(ii) above), a reduction of 1/3 of 1% for each of the first 120 months by  which
the Participant’s Retirement Date precedes his/her attainment of age  65, and 1/2 of
1% for each month in excess of 120 months by which the  Participant’s Retirement
Date precedes his/her attainment of age 65.





	 	(c) 	Payment
of an Eligible Participant’s Retirement Incentive Pension shall  commence as of
his/her Retirement Date in the annuity form of payment determined  under Article V of the
Plan, except that an Eligible Participant may instead  elect to have:





	 	(i) 	the
single sum Actuarial Equivalent of 50% of his/her Retirement Incentive  Pension paid in
an immediate lump sum payment, with the remainder of his/her  Retirement Incentive
Pension paid in an immediate annuity under the annuity form  of payment determined under
Article V of the Plan, or





	 	(ii) 	the
single sum Actuarial Equivalent of his/her “benefit enhancement” (as defined
below) paid in an immediate lump sum payment, with the remainder of  his/her Retirement
Incentive Pension paid in an immediate annuity under the  annuity form of payment
determined under Article V of the Plan;





provided,
however, that if an Eligible Participant makes such an election to receive a portion of
his/her Retirement Incentive Pension in a lump sum payment, he/she must also elect to
receive his/her Retirement Incentive Bonus in a lump sum payment. Any election to receive
such a lump sum payment shall be subject to the election and spousal consent rules of
Section 5.2 of the Plan.


For  this
purpose, an Eligible Participant’s “benefit enhancement” shall mean the
excess of:


 


	 	(x) 	the
Retirement Incentive Pension payable to the Participant as of his/her Retirement Date
under the provisions of this Appendix, over





	 	(y) 	the
Retirement Pension which would be payable to the Participant under Article  III of the
Plan as of his/her Retirement Date without regard to the provisions  of this Appendix
and, in the case of an Eligible Participant who is under age 55  as of his/her Retirement
Date, applying a reduction of 1/2 of 1% for each month  by which the Participant’s
Retirement Date precedes his/her attainment of  age 65.





For
purposes  of determining the annuity form of payment under Article V of the Plan, the
provisions of  Article V of the Plan shall be applied by substituting “Retirement
Incentive  Pension” for “Retirement Pension.”


	 	(d) 	Notwithstanding
the foregoing, no benefit shall be payable with respect to an  Eligible Participant who
dies before his/her Retirement Date, except as may be  provided under Section K.6 of this
Appendix.





	K.5 	Retirement
Incentive Bonus





	 	(a) 	In
addition to the Retirement Incentive Pension determined under  Section K.4 above, an
Eligible Participant who Retires under the Program  shall be entitled to receive a lump
sum benefit, payable as of his/her  Retirement Date, which is equal to the percentage of
the Participant’s  Annual Base Pay determined from the following table based on
his/her completed  years of Continuous Service:





	Completed Years of
Continuous Service	 	Percentage of
Annual Base Pay
	10, but less than 15	 	35%
	15, but less than 20	 	40%
	20, but less than 25	 	45%
	25 or more	 	50%





	 	(b) 	Payment
of an Eligible Participant’s Retirement Incentive Bonus shall  commence as of
his/her Retirement Date. An Eligible Participant’s  Retirement Incentive Bonus shall
be paid in the same form of annuity payment as  is the Participant’s Retirement
Incentive Pension, except that (i) if the  Participant elects to receive payment of a
portion of his/her Retirement  Incentive Pension in a lump sum payment, his/her
Retirement Incentive Bonus  shall also be paid in a lump sum payment; and (ii) the
Participant may elect to  receive payment of his/her Retirement Incentive Bonus in a lump
sum payment  (regardless of the form of payment he/she elects for his/her Retirement
Incentive Pension). Any annuity form of payment for a Participant’s  Retirement
Incentive Bonus shall be the Actuarial Equivalent of the lump sum  amount of the
Participant’s Retirement Incentive Bonus. Any lump sum  payment of an Eligible
Participant’s Retirement Incentive Bonus shall be  subject to the election and
spousal consent rules of Section 5.2 of the Plan.





 


	 	(a) 	Notwithstanding
the foregoing, no benefit shall be payable with respect to an  Eligible Participant who
dies before his/her Retirement Date, except as may be  provided under Section K.6 of this
Appendix.





	K.6 	Pre-Retirement
Death





	 	(a) 	If
an Eligible Participant who has properly elected to Retire under the Program  dies before
his/her Retirement Date and has a Surviving Spouse, then the  Participant’s
Surviving Spouse shall (in lieu of any other benefit under  the Plan) be entitled to a
monthly pre-retirement death benefit determined as  follows: (i) if the Participant’s
Retirement Incentive Pension would have  been determined under Section 3.1 or 3.3 of the
Plan, such monthly  pre-retirement death benefit shall be the benefit determined under
Section 6.1.1  (or, if applicable, 6.1.4) of the Plan based on the Participant’s
Retirement Incentive Pension; or (ii) if the Participant’s Retirement  Incentive
Pension would have been determined under Section 3.2 of the Plan, such  monthly
pre-retirement death benefit shall be the benefit determined under  Section 6.1.2 (or, if
applicable, Section 6.1.4) of the Plan based on the  Participant’s Retirement
Incentive Pension assuming the Early Retirement  Age was 52 and applying the early
retirement reduction factors which would have  been applicable to the Participant under
Section K.4(b) of this Appendix. In  addition, such Surviving Spouse’s
pre-retirement death benefit shall be  increased by the Actuarial Equivalent of the lump
sum amount of the Retirement  Incentive Bonus which would have been payable to the
Participant. A Surviving  Spouse shall not be entitled to elect a lump sum payment of any
part of his/her  death benefit.





	 	(b) 	If
an Eligible Participant dies before making a proper election to Retire under  the
Program, any pre-retirement death benefit shall be determined under Article  VI of the
Plan without regard to the provisions of this Appendix.”





IN
WITNESS WHEREOF, Pathmark Stores, Inc. has caused this amendment to be executed
this 30th day of December, 2005.


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