BANTA CORPORATION 



EXECUTIVE DEFERRED
COMPENSATION PLAN “C” 



Effective January 1,
2005 





















DRAFT PENDING IRS
GUIDANCE FOR CODE SECTION 409A 











TABLE OF CONTENTS 





				Page
	
Section 1.	 	Purpose:	  1
	
Section 2.	 	Definitions:	  1
		2.1	"Accrued Benefit"	  1
		2.2	"Active Participant"	  1
		2.3	"Beneficiary"	  1
		2.4	"Board"	  2
		2.5	"CEO"	  2
		2.6	"Committee"	  2
		2.7	"Compensation"	  2
		2.8	"Employee"	  2
		2.9	"Employer"	  3
		2.10	"In-Service Payment Account"	  3
		2.11	"Participant"	  3
		2.12	"Participating Employer"	  3
		2.13	"Plan"	  3
		2.14	"Plan Year"	  3
		2.15	"Post-Termination Payment Account"	  3
		2.16	"Salary Deferral Agreement"	  4
		2.17	"Salary Deferral Credits"	  4
		2.18	"Service"	  4
	
Section 3.	 	Salary Deferral Credits:	  4
		3.1	Election:	  4
		3.2	Timing of Credit:	  4
		3.3	Manner of Election:	  4
		3.4	Additional Rules:	  5
	
Section 4.	 	Account; Deemed Investment; Adjustment of Accounts:	  5
		4.1	Account:	  5
		4.2	Deemed Investments:	  5
		4.3	Adjustments to Accounts:	  5
	
Section 5.	 	Vesting:	  6
	
Section 6.	 	In-Service Payment Account(s):	  6
	
Section 7.	 	Post-Termination Payment Account(s):	  6
	
Section 8.	 	Death:	  7
	
Section 9.	 	Administration by Committee:	  7
		9.1	Membership of Committee:	  7
		9.2	Committee officers; Subcommittee:	  7






i 








		 		  
		9.3	Committee meetings:	  8
		9.4	Transaction of business:	  8
		9.5	Committee records:	  8
		9.6	Establishment of rules:	  8
		9.7	Conflicts of interest:	  8
		9.8	Correction of errors:	  9
		9.9	Authority to interpret Plan:	  9
		9.10	Third party advisors:	  9
		9.11	Compensation of members:	  9
		9.12	Expense reimbursement:	10
		9.13	Indemnification:	10
	
Section 10.	 	Contractual Liability:	10
		10.1	Contractual Liability:	10
	
Section 11.	 	Allocation of Responsibilities:	11
		11.1	Board:	11
		11.2	Committee:	11
	
Section 12.	 	Benefits Not Assignable; Facility of Payments:	11
		12.1	Benefits not assignable:	11
		12.2	Payments to minors and others:	12
	
Section 13.	 	Beneficiary:	12
	
Section 14.	 	Amendment and Termination of Plan:	13
	
Section 15.	 	Communication to Participants:	13
	
Section 16.	 	Claims Procedure:	13
		16.1	Filing of a claim for benefits:	13
		16.2	Notification to claimant of decision:	13
		16.3	Procedure for review:	14
		16.4	Decision on review:	14
		16.5	Action by authorized representative of claimant:	15
	
Section 17.	 	Miscellaneous Provisions:	15
		17.1	Set off:	15
		17.2	Notices:	15
		17.3	Lost distributees:	16
		17.4	Reliance on data:	16
		17.5	Receipt and release for payments:	16
		17.6	Headings:	16
		17.7	Continuation of employment:	16
		17.8	Merger or consolidation:	17
		17.9	Construction:	17








ii 










BANTA
CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN “C” 



        Section
1. Purpose:  





        The
Employer has adopted the Plan set forth herein to provide a means by which certain
management employees may elect to defer receipt of current compensation in order to
provide retirement benefits on behalf of such employees. The Plan is intended to be a
nonqualified deferred compensation plan under Section 409A of the Internal Revenue
Code. The Plan is intended to be an unfunded plan maintained primarily for the purpose of
providing deferred compensation benefits for a select group of management or highly
compensated employees under Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee
Retirement Income Security Act of 1974. 



        Section
2. Definitions:  





        As
used in the Plan, including this Section 2, references to one gender shall include
the other and, unless otherwise indicated by the context:  





        2.1
“Accrued Benefit” shall mean, with respect to each Participant, the
aggregate balance credited to his In-Service Payment Account(s) and his Post-Termination
Payment Account(s).  





        2.2
“Active Participant” shall mean, with respect to any day or date, a
Participant who is in Service on such day or date; provided, that a Participant who is in
Service shall cease to be an Active Participant as of the end of the calendar year in
which occurs a determination by the Committee that the Participant has ceased to be an
Employee.  





        2.3
     “Beneficiary” shall mean the person,  persons,  entity or entities
designated or determined pursuant to the provisions of Section 13 of the Plan.  







1 













        2.4
     “Board” shall mean the Compensation Committee of the Board of Directors of Banta
Corporation.  






        2.5
     “CEO” shall mean the Chief Executive Officer of Banta Corporation.  






        2.6
     “Committee” shall mean the administrative committee provided for in Section 9.  






        2.7
“Compensation” shall mean all of a Participant’s compensation
received as an Employee reportable in box 1, Wages, Tips and other Compensation, on Form
W-2 which is derived from base salary, any short-term incentive payments under the Banta
Corporation Short-Term Incentive Plan or any successor thereto, and any long-term cash
incentive payments under the Banta Corporation Long-Term Incentive Cash Compensation Plan
or any successor thereto. Notwithstanding the foregoing, Compensation shall include
Salary Deferral Credits under this Plan and amounts contributed by the Participant
pursuant to a Salary Deferral Agreement to another employee benefit plan of the Employer
which are not includible in the gross income of the Employee under Section 125, 132(f) or
402(e)(3) of the Internal Revenue Code.  







        2.8
“Employee” shall mean an individual in the Service of the Employer
if the relationship between the individual and the Employer is the legal relationship of
employer and employee and if the individual is a highly compensated or management
employee of the Employer. An individual shall cease to be an Employee upon the first to
occur of the following: (i) the Employee’s termination of Service; or (ii) a
determination by the Committee that the Employee no longer meets the eligibility
requirements for participation in the Plan.  





2 










        2.9
“Employer” shall mean Banta Corporation and any Participating
Employer. All references herein to the Employer shall be applied separately to each such
Employer as if the Plan were solely the Plan of that Employer.  






        2.10
“In-Service Payment Account” shall mean the separate account or
accounts, if any, to be kept for each Participant as described in Sections 3 and 6.  





        2.11
“Participant” shall mean with respect to any Plan Year an Employee
who has been designated by the CEO as a Participant and who has entered the Plan or who
has an Accrued Benefit under the Plan. An Employee designated by the CEO as a Participant
who has not otherwise entered the Plan shall enter the Plan and become a Participant as
of the date determined by the CEO. A Participant who separates from Service with the
Employer and who later returns to Service will not be eligible to defer Compensation
under the Plan except upon satisfaction of such terms and conditions as the CEO shall
establish upon the Participant’s return to Service, whether or not the Participant
shall have an Accrued Benefit remaining under the Plan on the date of his return to
Service.  





        2.12
“Participating Employer” shall mean any trade or business (whether
or not incorporated) affiliated with Banta Corporation which employs a Participant as
designated by the CEO. 







        2.13
“Plan” shall mean the Banta Corporation Executive Deferred
Compensation Plan “C” as herein set out or as duly amended.  






        2.14
“Plan Year” shall mean the twelve-month period ending on the last
day of December and each anniversary thereof.  






        2.15
“Post-Termination Payment Account” shall mean the separate account
or accounts to be kept for each Participant as described in Sections 3 and 7.  




3 











        2.16
“Salary Deferral Agreement” shall mean a written agreement entered
into between a Participant and the Employer pursuant to the provisions of Section 3.  






        2.17
“Salary Deferral Credits” shall mean the amounts credited to the
Participant’s Post-Termination Payment Account(s) and/or In-Service Payment
Account(s) by the Employer pursuant to the provisions of Section 3.  





        2.18
    “Service” shall mean employment by the Employer. 





        Section
3. Salary Deferral Credits:  





        3.1
Election: Each Active Participant may elect, by entering into a Salary
Deferral Agreement, to reduce his Compensation as specified in the Salary Deferral
Agreement. The Active Participant may elect to defer base salary and/or annual short-term
incentive bonus and/or annual long-term bonus to be earned for such year, but in no event
more than an aggregate of 50% of his Compensation for such year. In the event that the
Participant is also deferring pay during the Plan Year pursuant to the Banta Corporation
1988 Deferred Compensation Plan for Key Employees, such deferrals shall reduce the
applicable limit hereunder for such Plan Year. The amount of the Participant’s
Salary Deferral Credit shall be credited by the Employer to the Participant’s
Post-Termination Payment Account(s) and/or In-Service Payment Account(s) as elected by
the Participant in the Salary Deferral Agreement.  





        3.2
Timing of Credit:On each payroll date, the Employer shall credit to the
Participant’s applicable payment accounts an amount equal to the total Salary
Deferral Credit for such period. 







        3.3
Manner of Election: An election pursuant to Section 3.1 shall be made by the
Participant by executing and delivering a Salary Deferral Agreement to the Committee. The
Salary Deferral Agreement shall become effective with respect to such Participant as of
the first full payroll period commencing on or immediately following the January 1
which occurs after the date such Salary Deferral Agreement is received by the Committee;
provided, that a Participant who first becomes a Participant in the Plan during a Plan
Year may, within 30 days of such entry date, enter into a Salary Deferral Agreement with
respect to base salary to be effective as of the first payroll period next following the
date he submits the Salary Deferral Agreement. A Participant’s election shall
continue in effect, without change, for the applicable calendar year unless the Service
of the Participant is terminated.  




4 











        3.4
Additional Rules:The Committee may from time to time establish policies or
rules governing the manner in which Salary Deferral Credits may be made.  






        Section
4. Account; Deemed Investment; Adjustment of Accounts: 





        4.1
Account: The Committee shall establish one or more book reserve accounts on
behalf of each Participant consistent with the Participant’s election for
Post-Termination Payment Account(s) and/or In-Service Payment Account(s). Such account(s)
shall be adjusted pursuant to the provisions of Section 4.3.  





        4.2
Deemed Investments: The Accrued Benefit of a Participant shall be credited
with an investment return determined as if the account(s) were invested in one or more
investment funds made available by the Committee. The Participant shall elect the
investment funds in which his Accrued Benefit shall be deemed to be invested. Such
election shall be made in the manner prescribed by the Committee and shall take effect
upon the entry of the Participant into the Plan. The investment election of the
Participant shall remain in effect until a new election is made by the Participant. In
the event the Participant fails for any reason to make an effective election of the
investment return to be credited to his account, the investment return shall be
determined by the Committee.  





        4.3
Adjustments to Accounts: With respect to each Participant who has one or more
Post-Termination Payment Accounts and/or In-Service Payment Accounts under the Plan, the
amount credited to such account(s) shall be adjusted by the following debits and credits,
at the times and in the order stated:  




5 











	 	        4.3.1The
account shall be debited each business day with the total amount of any payments made
from such account to him or for his benefit since the last preceding business day.  







	 	        4.3.2
The account shall be credited on each payroll date with any Salary Deferral Credits to
such account for such date.  







	 	        4.3.3The
account shall be credited or debited on each day securities are traded on a national
stock exchange with the amount of deemed investment gain or loss resulting from the
performance of the investment funds elected by the Participant in accordance with Section
4.2. The amount of such deemed investment gain or loss shall be determined by the
Committee and such determination shall be final and conclusive upon all concerned.  







        Section
5. Vesting:  





        A
Participant shall be fully vested (that is, nonforfeitable) in his Accrued Benefit. 






        Section
6.    In-Service Payment Account(s):  







        A
Participant may elect in the Salary Deferral Agreement for a designated percentage of the
Salary Deferral Credits to be credited to one or more In-Service Payment Accounts. Any
such account shall specify a date for payment of that account. The Employer shall pay to
the Participant the balance in such account as of the earlier of such specified date or
the date six months after the Participant’s termination of Service. 



        Section
7. Post-Termination Payment Account(s):  





        A
Participant may elect in the Salary Deferral Agreement for a designated percentage of the
Salary Deferral Credits to be credited to one or more Post-Termination Payment Accounts.
The commencement date for payment from any such account shall be the date six months after
the Participant’s termination of Service. The form of payment shall be any of the
following payment forms as selected by the Participant in the Salary Deferral Agreement: 



	 	        (i)
               A lump sum payment; or  







7 










	 	        (ii)
               Approximately equal annual installments over a term certain of 3, 5 or 10
years                as selected by the Participant in the Salary Deferral Agreement.  







The payment of each subsequent
annual installment shall be made on the anniversary of the payment date of the first
installment. The amount of the annual installment shall be determined by dividing the
balance in the applicable account on each such date (following adjustment on such date
pursuant to Section 4.3 of the Plan) by the number of annual installments remaining to be
paid hereunder; provided that the last annual installment due under the Plan shall be the
entire amount credited to the Participant’s account on the date of payment. 





        Section
8. Death: 





        If
a Participant dies before all payments to him under the Plan have been made, the payment
of the balance of the Participant’s Accrued Benefit shall be made (or continued to be
made, as applicable) in accordance with Section 6 and/or Section 7, as applicable, but to
the Participant’s Beneficiary rather than to the Participant. 



        Section
9. Administration by Committee:  





        9.1
Membership of Committee: The Committee shall consist of at least four
individuals who shall be appointed by the Board to serve at the pleasure of the Board.
Any member of the Committee may resign, and his successor, if any, shall be appointed by
the Board. The Committee shall be responsible for the general administration and
interpretation of the Plan and for carrying out its provisions, except to the extent all
or any of such obligations are specifically imposed on the Board.  





        9.2
Committee officers; Subcommittee: The members of the Committee shall elect a
Chairman and may elect an acting Chairman. They shall also elect a Secretary and may
elect an acting Secretary, either of whom may be but need not be a member of the
Committee. The Committee may appoint from its membership such subcommittees with such
powers as the Committee shall determine, and may authorize one or more of its members or
any agent to execute or deliver any instruments or to make any payment on behalf of the
Committee.  





7 










        9.3
Committee meetings: The Committee shall hold such meetings upon such notice,
at such places and at such intervals as it may from time to time determine. Notice of
meetings shall not be required if notice is waived in writing by all the members of the
Committee at the time in office, or if all such members are present at the meeting.  





        9.4
Transaction of business: A majority of the members of the Committee at the
time in office shall constitute a quorum for the transaction of business. All resolutions
or other actions taken by the Committee at any meeting shall be by vote of a majority of
those present at any such meeting and entitled to vote. Resolutions may be adopted or
other action taken without a meeting upon written consent thereto signed by all of the
members of the Committee.  





        9.5
Committee records:The Committee shall maintain full and complete records of
its deliberations and decisions. The minutes of its proceedings shall be conclusive proof
of the facts of the operation of the Plan.  






        9.6
Establishment of rules: Subject to the limitations of the Plan, the Committee
may from time to time establish rules or by-laws for the administration of the Plan and
the transaction of its business.  







        9.7
Conflicts of interest: No individual member of the Committee shall have any
right to vote or decide upon any matter relating solely to himself or to any of his
rights or benefits under the Plan (except that such member may sign unanimous written
consent to resolutions adopted or other action taken without a meeting), except relating
to the terms of his Salary Deferral Agreement.  




8 











        9.8
Correction of errors: The Committee may correct errors and, so far as
practicable, may adjust any benefit or credit or payment accordingly. The Committee may
in its discretion waive any notice requirements in the Plan; provided, that a waiver of
notice in one or more cases shall not be deemed to constitute a waiver of notice in any
other case. With respect to any power or authority which the Committee has discretion to
exercise under the Plan, such discretion shall be exercised in a nondiscriminatory
manner.  






        9.9
Authority to interpret Plan: Subject to the claims procedure set forth in
Section 16, the Committee shall have the duty and discretionary authority to
interpret and construe the provisions of the Plan and to decide any dispute which may
arise regarding the rights of Participants hereunder, including the discretionary
authority to construe the Plan and to make determinations as to eligibility and benefits
under the Plan. Determinations by the Committee shall apply uniformly to all persons
similarly situated and shall be binding and conclusive upon all interested persons.  







        9.10
Third party advisors: The Committee may engage an attorney, accountant,
actuary or any other technical advisor on matters regarding the operation of the Plan and
to perform such other duties as shall be required in connection therewith, and may employ
such clerical and related personnel as the Committee shall deem requisite or desirable in
carrying out the provisions of the Plan. The Committee shall from time to time, but no
less frequently than annually, review the financial condition of the Plan and determine
the financial and liquidity needs of the Plan. The Committee shall communicate such needs
to the Employer so that its policies may be appropriately coordinated to meet such needs. 







        9.11
Compensation of members: No fee or compensation shall be paid to any member of
the Committee for his Service as such.  




9 












        9.12
Expense reimbursement: The Committee shall be entitled to reimbursement by the
Employer for its reasonable expenses properly and actually incurred in the performance of
its duties in the administration of the Plan.  







        9.13
Indemnification:No member of the Committee shall be personally liable by
reason of any contract or other instrument executed by him or on his behalf as a member
of the Committee nor for any mistake of judgment made in good faith, and the Employer
shall indemnify and hold harmless, directly from its own assets (including the proceeds
of any insurance policy the premiums for which are paid from the Employer’s own
assets), each member of the Committee and each other officer, employee, or director of
the Employer to whom any duty or power relating to the administration or interpretation
of the Plan may be delegated or allocated, against any unreimbursed or uninsured cost or
expense (including any sum paid in settlement of a claim with the prior written approval
of the Board) arising out of any act or omission to act in connection with the Plan
unless arising out of such person’s own fraud, bad faith, willful misconduct or
gross negligence.  





        Section
10. Contractual Liability:  





        10.1
Contractual Liability: The obligation of the Employer to make payments
hereunder shall constitute a contractual liability of the Employer to the Participant.
Such payments shall be made from the general funds of the Employer, and the Employer
shall not be required to establish or maintain any special or separate fund, or otherwise
to segregate assets to assure that such payments shall be made, and the Participant shall
not have any interest in any particular assets of the Employer by reason of its
obligations hereunder. To the extent that any person acquires a right to receive payment
from the Employer, such right shall be no greater than the right of an unsecured creditor
of the Employer.  





10 










        Section
11. Allocation of Responsibilities:  





        The
persons responsible for the Plan and the duties and responsibilities allocated to each are
as follows: 



        11.1
Board:  





	 	        (i)              To
amend the Plan;  







	 	        (ii)              To
appoint and remove members of the Committee; and  







	 	        (iii)              To
terminate the Plan.  







        11.2
Committee:  





	 	        (i)
               To designate Participants;  







	 	        (ii)
               To interpret the provisions of the Plan and to determine the rights of the
               Participants under the Plan, except to the extent otherwise provided in
               Section 16 relating to claims procedure;  







	 	        (iii)
               To administer the Plan in accordance with its terms, except to the extent
powers                to administer the Plan are specifically delegated to another person
or persons                as provided in the Plan;  







	 	        (iv)
               To account for the Accrued Benefits of Participants;  







	 	        (v)
               To direct the Employer in the payment of benefits;  







	 	        (vi)
               To file such reports as may be required with the United States Department
of                Labor, the Internal Revenue Service and any other government agency to
which                reports may be required to be submitted from time to time; and  







	 	        (vii)
               To administer the claims procedure to the extent provided in Section 16.  







        Section
12. Benefits Not Assignable; Facility of Payments:  





        12.1
Benefits not assignable: No portion of any benefit credited or paid under the
Plan with respect to any Participant shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt so
to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same
shall be void, nor shall any portion of such benefit be in any manner payable to any
assignee, receiver or any one trustee, or be liable for his debts, contracts,
liabilities, engagements or torts. 






11 












        12.2
Payments to minors and others: If any individual entitled to receive a payment
under the Plan shall be physically, mentally or legally incapable of receiving or
acknowledging receipt of such payment, the Committee, upon the receipt of satisfactory
evidence of his incapacity and satisfactory evidence that another person or institution
is maintaining him and that no guardian or committee has been appointed for him, may
cause any payment otherwise payable to him to be made to such person or institution so
maintaining him. Payment to such person or institution shall be in full satisfaction of
all claims by or through the Participant to the extent of the amount thereof. 






        Section
13. Beneficiary: 





        The
Participant’s Beneficiary shall be the person or persons designated by the
Participant on the beneficiary designation form provided by and filed with the Committee
or its designee. If the Participant does not designate a Beneficiary, the Beneficiary
shall be his surviving spouse. If the Participant does not designate a Beneficiary and has
no surviving spouse, the Beneficiary shall be the Participant’s estate. The
designation of a Beneficiary may be changed or revoked only by filing a new beneficiary
designation form with the Committee or its designee. If a Beneficiary (the “primary
beneficiary”) is receiving or is entitled to receive payments under the Plan and dies
before receiving all of the payments due him, the balance to which he is entitled shall be
paid to the contingent beneficiary, if any, named in the Participant’s current
beneficiary designation form. If there is no contingent beneficiary, the balance shall be
paid to the estate of the primary beneficiary. Any Beneficiary may disclaim all or any
part of any benefit to which such Beneficiary shall be entitled hereunder by filing a
written disclaimer with the Committee before payment of such benefit is to be made. Such a
disclaimer shall be made in a form satisfactory to the Committee and shall be irrevocable
when filed. Any benefit disclaimed shall be payable from the Plan in the same manner as if
the Beneficiary who filed the disclaimer had died prior to the Participant. 




12 









        Section
14. Amendment and Termination of Plan:  





        The
Board may amend any provision of the Plan or terminate the Plan at any time; provided,
that in no event shall such amendment or termination reduce any Participant’s Accrued
Benefit as of the date of such amendment or termination, nor shall any such amendment
affect the terms of the Plan relating to the payment of such Accrued Benefit. In the event
of termination of the Plan, any remaining Accrued Benefits shall be paid in a lump sum. 



        Section
15. Communication to Participants:  





        The
Employer shall make a copy of the Plan available for inspection by  Participants  and
their  beneficiaries  during  reasonable hours at the principal office of the Employer. 






        Section
16.    Claims Procedure:  







        The
following claims procedure shall apply with respect to the Plan: 



        16.1
Filing of a claim for benefits: If a Participant or Beneficiary (the “claimant”)
believes that he is entitled to benefits under the Plan which are not being paid to him
or which are not being accrued for his benefit, he shall file a written claim therefor
with the Committee.  






        16.2
Notification to claimant of decision: Within 90 days after receipt of a claim
by the Committee (or within 180 days if special circumstances require an extension of
time), the Committee shall notify the claimant of his decision with regard to the claim.
In the event of such special circumstances requiring an extension of time, there shall be
furnished to the claimant prior to expiration of the initial 90-day period written notice
of the extension, which notice shall set forth the special circumstances and the date by
which the decision shall be furnished. If such claim shall be wholly or partially denied,
notice thereof shall be in writing and worded in a manner calculated to be understood by
the claimant, and shall set forth: (i) the specific reason or reasons for the
denial; (ii) specific reference to pertinent provisions of the Plan on which the
denial is based; (iii) a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of why such material
or information is necessary; and (iv) an explanation of the procedure for review of the
denial. If the Committee fails to notify the claimant of the decision in timely manner,
the claim shall be deemed denied as of the close of the initial 90-day period (or the
close of the extension period, if applicable).  






13 











        16.3
Procedure for review: Within 60 days following receipt by the claimant of
notice denying his claim, in whole or in part, or, if such notice shall not be given,
within 60 days following the latest date on which such notice could have been timely
given, the claimant shall appeal denial of the claim by filing a written application for
review with the Committee. Following such request for review, the Committee shall fully
and fairly review the decision denying the claim. Prior to the decision of the Committee,
the claimant shall be given an opportunity to review pertinent documents and to submit
issues and comments in writing.  





        16.4
Decision on review: The decision on review of a claim denied in whole or in
part by the Committee shall be made in the following manner:  






	 	        16.4.1
Within 60 days following receipt by the Committee of the request for review (or within
120 days if special circumstances require an  extension of time), the Committee shall
notify the claimant in writing of its decision with regard to the claim. In the event of
such special circumstances requiring an extension of time, written notice of the
extension shall be furnished to the claimant prior to the commencement of the extension.
If the decision on review is not furnished in a timely manner, the claim shall be deemed
denied as of the close of the initial 60-day period (or the close of the extension
period, if applicable).  








14 









	 	        16.4.2With
respect to a claim that is denied in whole or in part, the decision on review shall set
forth specific reasons for the decision, shall be written in a manner calculated to be
understood by the claimant, and shall cite specific references to the pertinent Plan
provisions on which the decision is based.  







	 	        16.4.3
  The decision of the Committee shall be final and conclusive. 







        16.5
Action by authorized representative of claimant: All actions set forth in this
Section 16 to be taken by the claimant may likewise be taken by a representative of
the claimant duly authorized by him to act in his behalf on such matters. The Committee
may require such evidence as either may reasonably deem necessary or advisable of the
authority to act of any such representative.  





        Section
17. Miscellaneous Provisions:  





        17.1
Set off: Notwithstanding any other provision of this Plan, the Employer may
reduce the amount of any payment otherwise payable to or on behalf of a Participant
hereunder by the amount of any loan, cash advance, extension of credit or other
obligation of the Participant to the Employer that is then due and payable, and the
Participant shall be deemed to have consented to such reduction.  





        17.2
Notices: Each Participant who is not in Service and each Beneficiary shall be
responsible for furnishing the Committee or its designee with his current address for the
mailing of notices and benefit payments. Any notice required or permitted to be given to
such Participant or Beneficiary shall be deemed given if directed to such address and
mailed by regular United States mail, first class, postage prepaid. If any check mailed
to such address is returned as undeliverable to the addressee, mailing of checks will be
suspended until the Participant or Beneficiary furnishes the proper address. This
provision shall not be construed as requiring the mailing of any notice or notification
otherwise permitted to be given by posting or by other publication.  





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        17.3
Lost distributees: A benefit shall be deemed forfeited if the Committee is
unable to locate the Participant or Beneficiary to whom payment is due on or before the
fifth anniversary of the date payment is to be made or commence; provided, that the
deemed investment rate of return pursuant to Section 4.2 shall cease to be applied to the
Participant’s account following the first anniversary of such date; provided
further, however, that such benefit shall be reinstated, without interim interest, if a
valid claim is made by or on behalf of the Participant or Beneficiary for all or part of
the forfeited benefit.  





        17.4
Reliance on data:The Employer and the Committee shall have the right to rely
on any data provided by the Participant or by any Beneficiary. Representations of such
data shall be binding upon any party seeking to claim a benefit through a Participant,
and the Employer and the Committee shall have no obligation to inquire into the accuracy
of any representation made at any time by a Participant or Beneficiary.  






        17.5
Receipt and release for payments: Subject to the provisions of Section 17.1,
any payment made from the Plan to or with respect to any Participant or Beneficiary, or
pursuant to a disclaimer by a Beneficiary, shall, to the extent thereof, be in full
satisfaction of all claims hereunder against the Plan and the Employer with respect to
the Plan. The recipient of any payment from the Plan may be required by the Committee, as
a condition precedent to such payment, to execute a receipt and release with respect
thereto in such form as shall be acceptable to the Committee.  





        17.6
Headings: The headings and subheadings of the Plan have been inserted for
convenience of reference and are to be ignored in any construction of the provisions
hereof.  





        17.7
Continuation of employment: The establishment of the Plan shall not be
construed as conferring any legal or other rights upon any Employee or any persons for
continuation of employment, nor shall it interfere with the right of the Employer to
discharge any Employee or to deal with him without regard to the effect thereof under the
Plan.  




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        17.8
Merger or consolidation: No employer-party to the Plan shall consolidate or
merge into or with another corporation or entity, or transfer all or substantially all of
its assets to another corporation, partnership, trust or other entity (a “Successor
Entity”) unless such Successor Entity shall assume the rights, obligations and
liabilities of the employer-party under the Plan and upon such assumption, the Successor
Entity shall become obligated to perform the terms and conditions of the Plan.  





        17.9
Construction: The provisions of the Plan shall be construed and enforced
according to the laws of the State of Wisconsin, except to the extent that such laws are
superseded by the Employee Retirement Income Security Act of 1974.  






















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