exv10w5



 





EXHIBIT
10.5




NUVEEN INVESTMENTS, LLC EMPLOYEES’ RETIREMENT PLAN



(As amended and restated effective January 1, 2007)




 









 





	 	 	 	 	 	 	 	 	 
	ARTICLE I. THE PLAN	 	 	1	 
	 
	 	Section 1.1.	 	Name	 	 	1	 
	 
	 	Section 1.2.	 	Purpose	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE II. DEFINITIONS	 	 	1	 
	 
	 	Section 2.1.	 	“Actuarial or Actuarially Equivalent”	 	 	1	 
	 
	 	Section 2.2.	 	“Affiliated Company”	 	 	2	 
	 
	 	Section 2.3.	 	“Average Monthly Compensation”	 	 	2	 
	 
	 	Section 2.4.	 	“Basic Pension”	 	 	2	 
	 
	 	Section 2.5.	 	“Beneficiary”	 	 	2	 
	 
	 	Section 2.6.	 	“Code”	 	 	2	 
	 
	 	Section 2.7.	 	“Committee” or “Retirement Plan Committee”	 	 	2	 
	 
	 	Section 2.8.	 	“Company”	 	 	3	 
	 
	 	Section 2.9.	 	“Compensation”	 	 	3	 
	 
	 	Section 2.10.	 	“Disabled”	 	 	4	 
	 
	 	Section 2.11.	 	“Effective Date”	 	 	4	 
	 
	 	Section 2.12.	 	“Employee”	 	 	4	 
	 
	 	Section 2.13.	 	“Employer”	 	 	5	 
	 
	 	Section 2.14.	 	“ERISA”	 	 	6	 
	 
	 	Section 2.15.	 	“Highly-Compensated Employee”	 	 	6	 
	 
	 	Section 2.16.	 	“Participant”	 	 	6	 
	 
	 	Section 2.17.	 	“Plan Year”	 	 	6	 
	 
	 	Section 2.18.	 	“Primary Social Security Benefit”	 	 	6	 
	 
	 	Section 2.19.	 	“Retired Participant”	 	 	7	 
	 
	 	Section 2.20.	 	“Retirement Age”	 	 	7	 
	 
	 	Section 2.21.	 	“Retirement Benefit”	 	 	8	 
	 
	 	Section 2.22.	 	“Retirement Date”	 	 	8	 
	 
	 	Section 2.23.	 	Service definitions	 	 	10	 
	 
	 	Section 2.24.	 	“Social Security Retirement Age”	 	 	19	 
	 
	 	Section 2.25.	 	“Spouse”	 	 	19	 
	 
	 	Section 2.26.	 	“Surviving Spouse"	 	 	19	 
	 
	 	Section 2.27.	 	Top-Heavy Plan Definitions	 	 	20	 
	 
	 	Section 2.28.	 	“Trust Fund”	 	 	22	 
	 
	 	Section 2.29.	 	“Trust”	 	 	22	 
	 
	 	Section 2.30.	 	“Trustee”	 	 	22	 
	 
	 	Section 2.31.	 	Gender and Number	 	 	22	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE III. ELIGIBILITY AND PARTICIPATION	 	 	23	 
	 
	 	Section 3.1.	 	Date of Participation	 	 	23	 
	 
	 	Section 3.2.	 	Duration	 	 	24	 
	 
	 	Section 3.3.	 	Freezing of Participation and Benefit Accrual Effective as of March 24, 2003	 	 	24	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IV. BENEFITS	 	 	25	 
	 
	 	Section 4.1.	 	Normal Retirement Benefits	 	 	25	 
	 
	 	Section 4.2.	 	Early Retirement Benefits	 	 	28	 






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	 	Section 4.3.	 	Postponed Retirement Benefits	 	 	30	 
	 
	 	Section 4.4.	 	Disability Retirement Benefits	 	 	31	 
	 
	 	Section 4.5.	 	Deferred Vested Retirement Benefits	 	 	32	 
	 
	 	Section 4.6.	 	Full Career Retirement Benefits	 	 	34	 
	 
	 	Section 4.7.	 	Automatic Postretirement (Joint and Survivor) Surviving Spouse Benefits	 	 	35	 
	 
	 	Section 4.8.	 	Maximum Annual Benefits	 	 	40	 
	 
	 	Section 4.9.	 	Optional Forms of Settlement	 	 	44	 
	 
	 	Section 4.10.	 	Rules Regarding Options	 	 	47	 
	 
	 	Section 4.11.	 	Vested Benefits	 	 	48	 
	 
	 	Section 4.12.	 	Suspension of Benefit Rules	 	 	50	 
	 
	 	Section 4.13.	 	Designation of Beneficiary	 	 	50	 
	 
	 	Section 4.14.	 	Direct Rollovers	 	 	52	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE V. DEATH BENEFITS	 	 	53	 
	 
	 	Section 5.1.	 	Death Benefit	 	 	53	 
	 
	 	Section 5.2.	 	Death of a Married, Vested Participant Prior to Commencement of Benefits	 	 	53	 
	 
	 	Section 5.3.	 	Death After Retirement	 	 	56	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VI. NONALIENATION OF BENEFITS	 	 	56	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VII. ADMINISTRATION	 	 	56	 
	 
	 	Section 7.1.	 	Plan Administrator and Fiduciary	 	 	56	 
	 
	 	Section 7.2.	 	Compensation and Expenses	 	 	57	 
	 
	 	Section 7.3.	 	Manner of Action	 	 	57	 
	 
	 	Section 7.4.	 	Chairman, Secretary and Employment of Specialists	 	 	57	 
	 
	 	Section 7.5.	 	Records	 	 	58	 
	 
	 	Section 7.6.	 	Rules	 	 	58	 
	 
	 	Section 7.7.	 	Administration	 	 	58	 
	 
	 	Section 7.8.	 	Claims Review; Appeals	 	 	60	 
	 
	 	Section 7.9.	 	Notice of Address	 	 	64	 
	 
	 	Section 7.10.	 	Data	 	 	64	 
	 
	 	Section 7.11.	 	Individual Liability	 	 	64	 
	 
	 	Section 7.12.	 	Facility of Payment	 	 	65	 
	 
	 	Section 7.13.	 	No Enlargement of Employee Rights 	 	 	65	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VIII. FINANCING	 	 	66	 
	 
	 	Section 8.1.	 	Funding	 	 	66	 
	 
	 	Section 8.2.	 	Company Contributions	 	 	66	 
	 
	 	Section 8.3.	 	Nonreversion	 	 	67	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IX. AMENDMENT AND TERMINATION	 	 	67	 
	 
	 	Section 9.1.	 	Amendment and Termination	 	 	67	 
	 
	 	Section 9.2.	 	Distribution on Termination	 	 	68	 






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	 	Section 9.3.	 	Effect of Bankruptcy or Other Contingencies Affecting the Company	 	 	72	 
	 
	 	Section 9.4.	 	Merger or Consolidation of Plan	 	 	73	 
	 
	 	Section 9.5.	 	Employees of Acquired Businesses	 	 	73	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE X. TEMPORARY RESTRICTIONS ON BENEFITS	 	 	74	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE XI. APPLICABLE LAW	 	 	74	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE XII. ADOPTION AND WITHDRAWAL OF AFFILIATED COMPANY	 	 	75	 
	 
	 	Section 12.1.	 	Adoption	 	 	75	 
	 
	 	Section 12.2.	 	Withdrawal	 	 	75	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE XIII. TOP-HEAVY PLAN PROVISIONS	 	 	76	 
	 
	 	Section 13.1.	 	Minimum Vesting Requirements	 	 	76	 
	 
	 	Section 13.2.	 	Minimum Benefit	 	 	76	 
	 
	 	 	 	 	 	 	 	 
	APPENDIX A	 	 	80	 






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NUVEEN INVESTMENTS, LLC EMPLOYEES’ RETIREMENT PLAN

(As amended and restated effective January 1, 2007)




     In accordance with the terms and provisions hereinafter set forth, the Nuveen Investments, LLC
Employees’ Retirement Plan is hereby amended and restated effective January l, 2007, except as
other effective dates for specific provisions are provided herein.



ARTICLE I. The Plan




Section 1.1. Name. Effective December 31, 2002, the name of the
Plan set forth in this instrument became the Nuveen
Investments, LLC Employees’ Retirement Plan. On and after
January 1, 2001 but before December 31, 2002, the name of the
Plan was the Nuveen Investments Employees’ Retirement Plan.
Before January 1, 2001, the name of the Plan was the John
Nuveen & Co. Incorporated Employees’ Retirement Plan.



Section 1.2. Purpose. The purpose of this amended and restated Plan
is to provide retirement benefits for eligible employees of
Nuveen Investments, LLC and those Affiliated Companies whose
employees are designated as eligible to become Participants.



ARTICLE II. Definitions




          The following words and phrases shall have the meanings stated below unless a different
meaning is specified or clearly required by the context:




Section 2.1. “Actuarial Equivalent” means, with respect to a value or
benefit, equality in value of the aggregate amounts expected
to be received under all different available forms of
payment, based on the applicable actuarial assumptions set
forth in Appendix A hereto.



Section 2.2. “Affiliated Company” means any entity which, along with the
Company, is a member of a controlled group of corporations, a
group of trades or businesses


 









 









under common control or an
affiliated service group, as described, respectively, in
Sections 414(b), (c) and (m) of the Code or any other entity
which is required to be aggregated with the Company under
Section 414(o) of the Code.



Section 2.3. “Average Monthly Compensation” means the greater of:




	 	(a)	 	one-twelfth of a Participant’s average annualized Compensation
during the five (5) consecutive calendar years of highest annual Compensation
in the ten (10) consecutive calendar years prior to the earliest of (i) his
Normal Retirement Date, (ii) his actual Retirement Date, (iii) the date on
which his Continuous Service is terminated because of a Break In Service, (iv)
April 1, 2014; or (v) termination of the Plan; or
	 
	 	(b)	 	the average monthly Compensation during the sixty (60) calendar
months ending immediately prior to the earliest of (i), (ii), (iii), (iv), or
(v) in (a) above.





Section 2.4. “Basic Pension” means the monthly benefit payable under the
provisions of Section 4.l hereof.



Section 2.5. “Beneficiary” means a person, trust or estate determined
under the rules of Section 4.13 who has a right to receive
payments under this Plan because of the death of a
Participant.



Section 2.6. “Code” means the Internal Revenue Code of 1986, as amended.



Section 2.7. “Committee” or “Retirement Plan Committee” means the
committee described in Article VII hereof and that is charged
with the general administration of the Plan.



Section 2.8. “Company” means Nuveen Investments, LLC, its predecessors and
its successors.



Section 2.9. “Compensation” means:



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	 	(a)	 	The total remuneration, exclusive of bonuses and commissions
(whether paid annually or quarterly) and of overtime, payable to an Employee
for personal services rendered to an Employer during his employment which is
subject to withholding for federal income tax purposes. Compensation shall
also include any amount that is contributed by the Employer under a salary
reduction agreement and that is not includible in the gross income of the
Participant under a “cafeteria plan” maintained under Section 125 of the Code,
and any elective reductions in remuneration for qualified transportation
benefits within the meaning of Section 132(f) of the Code. The fact that
another Affiliated Company provides payroll services for an Employer through a
“common paymaster” or similar relationship shall not cause any amounts
described in this paragraph to fail to be treated as Compensation, if they
would otherwise be Compensation.
Notwithstanding the foregoing, if a Participant is transferred, or has
reporting responsibility, to an Affiliated Company which is not an Employer,
his remuneration from the Affiliated Company shall be treated as
“Compensation” for purposes of Benefit calculations under Article IV.
	 
	 	(b)	 	Effective January 1, 2007, not more than $225,000 of
Compensation will be taken into account for any Participant in any Plan Year,
with this limit to be adjusted for each Plan Year under Section 401(a)(17) of
the Code. Also effective January 1, 2002, for purposes of determining benefit
accruals in a Plan Year beginning after December 31, 2001, Compensation for
any prior Plan Year up to $200,000, may be taken into account.




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	 	(c)	 	For purposes of Section 2.27 and Article XIII of this Plan, and
in accordance with Code Section 416(i)(1)(D), Compensation of a Key Employee
means compensation determined under Code Section 415(c)(3).





Section 2.10. “Disabled” means an inability to engage in any substantial
gainful activity by reason of a medically determinable
physical or mental impairment which has existed for six (6)
continuous months and which can be expected to result in
death or to be of long-continued and indefinite duration.
Every question with respect to the existence, commencement
or cessation of a total and permanent Disability shall be
determined by the Committee after consulting with a
physician of its choosing, and its decision shall be
conclusive and binding on all persons. The condition of
being Disabled may be referred to herein as a “Disability.”



Section 2.11. “Effective Date” means, with respect to this amendment and
restatement, January 1, 2007. The original effective date
of the Plan was October l, 1969.



Section 2.12. “Employee” means a person employed by an Employer, as
determined under general common law principles, who receives
Compensation, whether on a salaried or hourly basis, for
personal services rendered to an Employer, and who is on the
payroll of the Employer. The fact that another Affiliated
Company provides payroll services for an Employer through a
“common paymaster” or similar relationship shall not cause a
person to fail to be treated as an Employee of the Employer
for which he performs services. However, the term
“Employee” does not include, with respect to any Employer,
(i) any “Leased Employee” as
defined in Section 2.23(g); or (ii) any person who is classified by his Employer as
an “intern” or who is classified by his Employer as an “off-shift hourly”


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employee.
The Committee, pursuant to its authority under Section 7.7, shall make all
determinations of whether a person is an Employee. A person who is classified as an
independent contractor by the Employer for which he performs services shall not be
treated as an Employee for purposes of the Plan during such period of
classification, even if such person is subsequently treated as an employee of an
Employer for other purposes, and even if a court or administrative agency determines
that such person is a common law employee and not an independent contractor for all
or any portion of the period during which such person was excluded from
participation in the Plan.




For purposes of Sections 3.1 and 3.3, an Employee (other than a Participant
described in the following sentence) will not become eligible to become a
Participant if he becomes employed by an Employer as a result of a transfer of
employment or reporting responsibility from an Affiliated Company that is not an
Employer. Also, for purposes of Sections 3.1 and 3.3, a Participant who is
transferred, or who has reporting responsibility, to an Affiliated Company that is
not an Employer will continue to be a Participant, and will continue to earn
Credited Service, during such period of employment or reporting responsibility with
such Affiliated Company.



Section 2.13. “Employer” means, as the context requires, either jointly or severally, the
Company and each of its Affiliated Companies whose employees have been
designated by the Company, or in a Schedule pursuant to Section 9.5, as
eligible to participate in this Plan.


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Section 2.14. “ERISA” means the Employee Retirement Income Security
Act of 1974, as amended, and the regulations
promulgated thereunder.



Section 2.15. “Highly-Compensated Employee” means any Employee who:




	 	(a)	 	was a five-percent (5%) owner, as defined in Code Section
414(q)(2), during the current or prior Plan Year; or
	 
	 	(b)	 	for the preceding Plan Year:






	 	(i)	 	had compensation (as defined in Code Section
415(c)(3)) from the Employer of more than $100,000 (for the look-back
year 2007) (as adjusted under Code Section 414(q)); and
	 
	 	(ii)	 	was in the top-paid group of Employees for the
preceding Plan Year.






An Employee is in the top-paid group of Employees for any year if such Employee is
in the group consisting of the top 20% of Employees (ranked by compensation (as
defined in Code Section 415(c)(3)).



Section 2.16. “Participant” means an Employee meeting the eligibility
requirements of Article III hereof.



Section 2.17. “Plan Year” means the calendar year (or the portion of the
calendar year during which the Plan is in effect).



Section 2.18. “Primary Social Security Benefit” means the monthly benefit
which a Participant is or would be entitled to receive at a
specified age as a primary insurance amount under the
Federal Social Security Act, as amended, whether or not he
applies for
such benefit, and even though he may lose part or all of such benefit through delay
in applying for it, by making application for a reduced benefit prior to his


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Social
Security Retirement Age, by re-entering covered employment, or for any other reason.
The amount of such Primary Social Security Benefit to which the Participant is or
would be entitled shall be determined for the purposes of the Plan on the following
basis:




	 	(a)	 	For a Participant entitled to a Normal Retirement Benefit, on
the basis of the Federal Social Security Act as in effect at his Normal
Retirement Age; or
	 
	 	(b)	 	For a Participant entitled to an Early Retirement Benefit, or a
Deferred Vested Retirement Benefit, or a Disability Retirement Benefit, or a
Full Career Retirement Benefit, on the basis of the Federal Social Security Act
as in effect at the time of his termination of employment with an Employer and
all Affiliated Companies and assuming that he will have no further employment
and no further earnings after the date of such termination of employment.





Section 2.19. “Retired Participant” means a person whose Continuous
Service has terminated by reason of retirement and who is
receiving or is entitled to receive benefits under this
Plan.



Section 2.20. “Retirement Age” means whichever of the following is
applicable to a Participant:




	 	(a)	 	“Normal Retirement Age” means age 65.
	 
	 	(b)	 	“Early Retirement Age” means age 55 or later (but
before age 65), provided the Participant has completed 15 years of Continuous
Service.




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	 	(c)	 	“Disability Retirement Age” means a Participant’s age
as of which he is determined to have become Disabled, but not later than his
Normal Retirement Age.
	 
	 	(d)	 	“Vested Retirement Age” means a Participant’s age when
he has retired after completing five years or more of Continuous Service.
	 
	 	(e)	 	“Deferred Vested Retirement Age” means a Participant’s
age on his Deferred Vested Retirement Date.
	 
	 	(f)	 	“Full Career Retirement Age” means a Participant’s age
when his age plus his years of Continuous Service equals 90.





Section 2.21. “Retirement Benefit” means any retirement benefit provided
for in Article IV.



Section 2.22. “Retirement Date” means whichever of the following is
applicable to a Participant:




	 	(a)	 	“Normal Retirement Date” means the first day of the
calendar month coincident with or next following the date a Participant attains
his Normal Retirement Age.
	 
	 	(b)	 	“Postponed Retirement Date” means the first day of the
calendar month coincident with or next following the date a Participant, whose
Continuous Service has continued after his Normal Retirement Age, actually
retires and his Continuous Service terminates. Notwithstanding the previous
sentence, the Postponed Retirement Date of a Participant who is a 5% Owner must
be no later than the April 1 of the calendar year
following the calendar year in which the Participant attains age 701/2, even
if he is still employed.





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	 	(c)	 	“Early Retirement Date” means the first day of the
calendar month coincident with or next following the date a Participant’s
Continuous Service terminates because of retirement on or after attainment of
his Early Retirement Age, but before his attainment of Normal Retirement Age.
	 
	 	(d)	 	“Disability Retirement Date” means the first day of the
calendar month coincident with or next following the date a Participant’s
Continuous Service terminates because he became Disabled prior to reaching his
Normal Retirement Age. In the event a Participant becomes Disabled, he shall,
for purposes of computing his Retirement Benefits under Article IV, be deemed
to be in the Continuous Service of the Employer so long as such Disability
continues (as if he were on an approved leave of absence) until the first to
occur of:






	 	(i)	 	Normal Retirement Age;
	 
	 	(ii)	 	retirement on or after his Early Retirement Age;
	 
	 	(iii)	 	the date he is no longer Disabled; or
	 
	 	(iv)	 	death.






	 	(e)	 	“Deferred Vested Retirement Date” means, for a
Participant whose Continuous Service terminates after he has attained his
Vested Retirement Age for reasons other than Normal or Early Retirement,
Disability or Death, the first day of any calendar month coincident with or
next
following his 55th birthday as of which he makes application for a Deferred
Vested Retirement Benefit, but in no event later than the first day




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	 		 	of the
calendar month coincident with or next following his Normal Retirement Age.
	 
	 	(f)	 	“Full Career Retirement Date” means the first day of
the calendar month coincident with or next following the date a Participant’s
Continuous Service terminates because of his Early Retirement on or after the
date he has attained his Full Career Retirement Age, but before his Normal
Retirement Age.





Section 2.23. Service definitions:




	 	(a)	 	“Hours of Service” means for an Employee or
Participant, any of the following:






	 	(i)	 	each hour for which he is paid or entitled to
payment for the performance of duties for an Employer;
	 
	 	(ii)	 	each hour for which he performed no duties for
an Employer (regardless of whether the employment relationship had
terminated) by reason of vacation, holiday, illness, incapacity
(including Disability), layoff, jury duty, military duty or leave of
absence but for which he is directly or indirectly paid or entitled to
payment by an Employer (excluding, however, payments made solely as
reimbursement for medical or medically-related expenses or solely for
the purpose of complying with applicable workers’ compensation,
unemployment compensation or disability
insurance laws), but an individual will not be credited with more
than 501 Hours of Service under this paragraph for any single




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	 	 	 	continuous period during which he performed no duties for an
Employer;
	 
	 	(iii)	 	each hour for which back pay, irrespective of
mitigation of damages, has been awarded to the Employee or Participant
or agreed to by an Employer; and
	 
	 	(iv)	 	each hour which would normally have been
credited as an Hour of Service except that the individual was absent
from work because of her pregnancy, the birth of his or her child, the
placement of a child with him or her following adoption, or caring for
his or her child immediately following such birth or placement;
provided, however, that Hours of Service will be credited under this
paragraph only to the extent that (after counting Hours of Service
already credited under paragraphs (i)-(iii)) credit under this
paragraph is necessary to prevent the Employee or Participant from
having a Break In Service.






Notwithstanding anything in the Plan to the contrary, in no event will Hours
of Service be credited under the Plan after March 31, 2014. After March 31,
2014, no Employee or Participant shall be credited with additional Hours of
Service under the Plan, except as is necessary to calculate Continuous
Service under Section 2.23(b).




The same Hours of Service will not be credited under paragraph (i) or (ii)
and again under paragraph (iii) and no Hour of Service credited under
paragraph (i), (ii) or (iii) will be credited again under paragraph (iv).
The



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provisions of paragraphs (i), (ii) and (iii) will be applied in
accordance with Department of Labor Regulations Sections 2530.200b-2(b) and
(c), which are incorporated into this Section by reference.




	 	(b)	 	“Continuous Service” means an Employee’s last
continuous period of employment with an Employer and any Affiliated Company,
determined in accordance with reasonable and uniform standards and policies
adopted by the Employer from time to time, which standards and policies shall
be consistently observed; provided, however, that:






	 	(i)	 	Continuous Service shall be determined in
completed full years and completed fractions of years in excess of
completed full years, each full 12 months of continuous service
constituting a completed full year of Continuous Service and any full
month of continuous service in excess of the completed full years
constituting a fractional one-twelfth of a year of Continuous Service.
	 
	 	(ii)	 	An Employee shall receive credit for one full
year of Continuous Service for any Plan Year during which he has at
least 1,000 Hours of Service, except that service in a Plan Year prior
to the Plan Year in which the Employee attained age 18 shall be
disregarded. Notwithstanding the preceding sentence, if an Employee
has fewer than 1,000 Hours of Service for any Plan Year, he shall
receive
credit for Continuous Service for that Plan Year at the rate of one
month for each full 190 Hours of Service he has during the Plan






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	 	 	 	Year, but only if his customary employment is at the rate of at
least 1,000 Hours of Service for that Plan Year.
	 
	 	(iii)	 	Continuous Service shall not be deemed to have
been broken:






	 	(A)	 	During such period as an Employee
is receiving credit for Hours of Service under Section
2.23(a)(ii)-(iv) while on leave, vacation, holiday, jury duty,
lay off, or while in the military service.
	 
	 	(B)	 	During any Plan Year in which an
Employee has more than 500 Hours of Service.






	 	(iv)	 	If an Employee who has had a Break In Service
is subsequently reemployed by an Employer as an Employee, he shall be
considered a new Employee for purposes of the Plan, except:






	 	(A)	 	If at such Break In Service he
became eligible for a benefit under Article IV hereof, the
Continuous Service (and Credited Service) he had at the
commencement of such Break In Service shall be reinstated upon
his reemployment as provided in Article IV hereof.
	 
	 	(B)	 	If he is reemployed before at
least 12 months have elapsed after such Break In Service, the
Continuous Service (and Credited Service) he had at the
commencement of such Break In Service shall be reinstated upon
his reemployment.




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	 	(C)	 	If neither (A) nor (B) above is
applicable, and if the period between such Break In Service and
his reemployment does not equal or exceed the greater of five
(5) years or the number of years of Continuous Service he had at
such Break In Service, and he is reemployed for a period of 12
months during which he completes at least 1,000 Hours of
Service, the Continuous Service (and Credited Service) he had at
such Break In Service shall be reinstated after such
reemployment.






	 	 	 	If such prior Continuous Service (and Credited Service) is
reinstated, the Employee shall commence to participate in the Plan
again on the date he performs his first Hour of Service for an
Employer after his reemployment.
	 
	 	(v)	 	After March 31, 2014, Continuous Service shall
continue to be calculated and credited for all purposes under the Plan,
except that such calculation and crediting of Continuous Service shall
not operate to increase the amount of a Participant’s Basic Pension in
excess of the amount calculated as of March 31, 2014.






	 	(c)	 	“Break In Service” means a Plan Year in which the
Participant is credited with fewer than 501 Hours of Service.
	 
	 	(d)	 	“Credited Service” means a Participant’s Hours of
Service for which he receives credit for purposes of the Plan, as follows:




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	 	(i)	 	For any Hours of Service after October l, 1949
and prior to January 1, 1975, his Hours of Service included in
determining his Continuous Service after October l, 1949 and before
January 1, 1975 shall be reduced by:






	 	(A)	 	Any Hours of Service completed
before age 21.
	 
	 	(B)	 	Any Hours of Service completed
after the Normal Retirement Age; provided however that if a
Participant has at least one Hour of Service after December 31,
1987, the Participant’s Continuous Service shall not be reduced
for any Hours of Service completed after his Normal Retirement
Age.
	 
	 	(C)	 	Any remaining Hours of Service
which did not qualify for “Credited Service” under the Plan as
it existed on the date immediately prior to January 1, 1975.






	 	(ii)	 	For any Hours of Service on or after January 1,
1975, his Hours of Service included in determining his Continuous
Service after December 31, 1974 shall be reduced by:






	 	(A)	 	Any Hours of Service completed
before age 21.
	 
	 	(B)	 	Any Hours of Service completed
after the Normal Retirement Age; provided however that if a
Participant has at least one Hour of Service after December 31,
1987, the Participant’s Continuous Service shall not be reduced
for




-15-









 






	 	 	 	any Hours of Service completed after his Normal Retirement
Age.
	 
	 	(C)	 	Any remaining Hours of Service
during which he was on any leave of absence or lay off, as
provided in Section 2.23(a)(ii), other than, effective January
1, 1995, an approved leave of absence; provided however that, to
the extent provided by law, the Hours of Service of any
Participant who was on military leave shall not be reduced.






	 	(iii)	 	Credited Service shall be computed annually
for each Participant on the basis of Hours of Service in each Plan Year
which remain after the reductions in (i) and (ii) above. A Participant
shall receive credit for one full year of Credited Service for any Plan
Year during which he has at least 1,800 Hours of Service remaining
after such reductions. If a Participant has less than 1,800 Hours of
Service remaining for any Plan Year, he shall receive credit for
Credited Service at the rate of one month for each full 190 Hours of
Service.
	 
	 	(iv)	 	In no event shall a Participant be credited
with more than 35 years of Credited Service.
	 
	 	(v)	 	Notwithstanding any other Plan provision,
Credited Service shall not include any service after March 31, 2014.






	 	(e)	 	Other Service Credits. For purposes of determining
Hours of Service, Continuous Service and Credited Service, an Employee who was




-16-









 






	 	 	 	employed on January 1, 1975 shall receive credit as herein provided for
employment:






	 	(i)	 	During the period October l, 1949 to September
30, 1969 by John Nuveen & Co., a partnership, John Nuveen & Co., a
Delaware corporation, and Nuveen Corporation, predecessor entities of
the Company.
	 
	 	(ii)	 	During the period October l, 1949 to March 22,
1974, by Investors Diversified Services, Inc., parent of the Company
immediately prior to March 22, 1974 and sponsor of the predecessor
retirement plan to this Plan.






	 	(f)	 	From time to time the Company may make acquisitions of other
businesses and in the contracts effecting such acquisitions may provide for
crediting employees of such other businesses who become Employees with Hours of
Service, Continuous Service or Credited Service for periods prior to the date
they became Employees. The Committee is authorized and directed to provide for
such service credits for such Employees, according to the relevant contract
provisions, as if such contract provisions were included in this Plan, and the
Committee may set forth such provisions for a group of Employees in a Schedule
which will form a part of this Plan.
	 
	 	(g)	 	Leased Employees. If a Leased Employee becomes an
Employee, his service with the Company or an Affiliated Company while a Leased
Employee shall be included for purposes of computing his Hours of




-17-









 






	 	 	 	Service and
Continuous Service under the Plan, to the same extent as actual service with
the Company or an Affiliated Company.
	 
	 	 	 	“Leased Employee” means any person (other than a common-law employee of the
Company or an Affiliated Company) who, under an agreement between the
Company or an Affiliated Company and any other person (the “leasing
organization”), has performed services for the Company or an Affiliated
Company (or for such entity and related persons (determined in
accordance with Code Section 414(n)(6))) on a substantially full-time
basis for a period of at least one year, provided that the services are
performed under the primary direction or control of the Company or an
Affiliated Company.
	 
	 	 	 	The term “Leased Employee” will not include any person who would otherwise
be described in this Section, if (i) the person is covered by a money
purchase pension plan providing (A) a nonintegrated employer contribution
rate of at least 10% of compensation, as defined in Code Section 415(c)(3),
but including amounts contributed in accordance with a salary reduction
agreement that are excludable from the person’s gross income under Code
Section 125, 402(e)(3), 402(h), or 403(b), (B) immediate participation, and
(C) full and immediate vesting; and (ii) Leased Employees do not constitute
more than 20% of the workforce of the Company or an Affiliated Company who
are non-Highly-Compensated Employees.




-18-









 






	 	(h)	 	Qualified Military Service. For purposes of
determining Hours of Service, Continuous Service and Credited Service, an
Employee shall receive credit for qualified military service in accordance with
the requirements of Code Section
414(u) and any Treasury Regulations or other official guidance issued under
that Section.






			
	Section 2.24.	 	“Social Security Retirement Age” means the age at which a Participant is
entitled to receive his full, unreduced Social Security benefit, determined as follows:





	 	 	 	 	 
	Year Participant	 	Social Security
	Attains Age 62	 	Retirement Age
	Before 2000
	 	 	65	 
	After 1999 and before 2017
	 	 	66	 
	After 2016
	 	 	67	 







			
	Section 2.25.	 	“Spouse” means an individual that is a Participant’s spouse for
purposes of the Code.






			
	Section 2.26.	 	“Surviving Spouse” means (a) the widow or widower of
a deceased Participant who was married to the
Participant throughout the one-year period
immediately preceding the earlier of the
Participant’s Retirement Date or the date of the
Participant’s death or (b) the widow or widower of a
deceased Participant who married the Participant
within one year preceding the Participant’s
Retirement Date and was married to the Participant
for at least a one-year period ending on or before
the date of the Participant’s death. A former spouse
will be treated as a Spouse to the extent required
under a Qualified Domestic Relations Order, as
described in Code Section 414(p) and ERISA Section
206(d)(3).





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	Section 2.27.	 	Top-Heavy Plan Definitions:






	 	(a)	 	“Top-Heavy Plan” or “Top-Heavy” means the
Plan if, as of the Determination Date, the present value of the accrued
benefits of Key Employees under the Plan exceeds 60% of the present value of
the accrued benefits of all Participants
under the Plan, as determined in accordance with the provisions of Section
4l6(g) of the Code. The determination of whether the Plan is Top-Heavy
shall be made after aggregating all the Required Aggregation Group and after
aggregating the Permissive Aggregation Group. The Plan is “Super
Top-Heavy” if, as of the Determination Date, the Plan would meet the
test specified above for being a Top-Heavy Plan if “90%” were substituted
for “60%” in each place it appears in this subsection. For purposes of this
Section, 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 to the Employee under the Plan and any Plan
aggregated with the Plan under Section 416(g)(2) of the Code during the
one-year period ending on the Determination Date. The preceding sentence
shall also apply to distributions under a terminated plan, which had not
been terminated would have aggregated with the Plan under Section
416(g)(2)(A)(i) of the Code. In the case of a distribution made for a
reason other than separation of service, death or Disability, this provision
shall be applied by substituting “five-year period” for “one-year period.”
For the purposes of this Section, the terms “Employee” and “Key




-20-









 






	 	 	 	Employee”
shall not include any individual who has not performed services for the
Employer during the one-year period ending on the Determination Date.
	 
	 	(b)	 	“Determination Date” means, for purposes of determining
whether the Plan is Top-Heavy for a particular Plan Year, the last day of the
preceding Plan Year.
	 
	 	(c)	 	“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 having annual
compensation greater than $130,000 (as adjusted under Section 416(i)(1) of the
Code), a 5-percent owner of the Employer, or a 1-percent owner of the Employer
having annual compensation of more than $150,000. For this purpose, “annual
compensation” means compensation within the meaning of Section 415(c)(3) of the
Code. The determination of who is a Key Employee will be made in accordance
with Section 416(i)(1) of the Code and the applicable regulations and other
guidance of general applicability issued thereunder.
	 
	 	(d)	 	“Non-Key Employee” means any Participant (including any
Beneficiary of such Participant) who is not a Key Employee.
	 
	 	(e)	 	For purposes of this Section and Article XIII, the terms
“Required Aggregation Group” and “Permissive Aggregation Group” have the
following meanings:




-21-









 












	 	(i)	 	“Required Aggregation Group” means a group of
plans consisting of (A) each plan of the Company in which a Key
Employee is a participant, and (B) each other plan of the Company which
enables any plan described in (A) to meet the requirements of Code
Section 401(a)(4) or 410; and
	 
	 	(ii)	 	“Permissive Aggregation Group” means the
Required Aggregation Group described in (i) plus any other plan of the
Company not required to be included in the Required Aggregation Group,
but which is
designated by the Company as being part of such group if such group
would continue to meet the requirements of Code Sections 401(a)(4)
and 410 with such plan being taken into account.






			
	Section 2.28.	 	“Trust Fund” means the assets held under any trust forming a part of the Plan.






			
	Section 2.29.	 	“Trust” means any trust established to receive, hold, invest and dispose of any part of the Trust Fund.






			
	Section 2.30.	 	“Trustee” means the individuals, or individual, or corporate fiduciary, or combination thereof, acting as trustee
under the Trust at any time of reference.






			
	Section 2.31.	 	Gender and Number. Except when otherwise indicated by the context, any masculine terminology herein shall also
include the feminine and neuter, and the definition of any term herein in the singular may also include the
plural.





-22-









 








ARTICLE III. Eligibility and Participation





			
	Section 3.1.	 	Date of Participation.






	 	 	 	Each Employee who was a Participant in the Plan on December 31, 2006 will continue
to be a Participant.






			
	Section 3.2.	 	Duration. An Employee who becomes a Participant shall remain
a Participant until he has a Break In Service, and also shall
continue to be treated as a Participant thereafter for as
long as he is entitled to receive any benefits hereunder. If
he has a Break In Service before becoming entitled to receive
any benefits hereunder, such Employee shall cease to be a
Participant unless and until he again becomes eligible to
become a Participant in accordance with the provisions of
Sections 2.23(b)(iv) and 3.l.






			
	Section 3.3.	 	Freezing of Participation and Benefit Accrual Effective as of
March 24, 2003. The following provisions of this Section 3.3
shall supersede any provision of the Plan to the contrary:






	 	(a)	 	No Employee who was not previously a Participant on or before
March 24, 2003 shall be eligible to become a Participant in the Plan after
March 24, 2003.
	 
	 	(b)	 	A former Participant who is reemployed after March 24, 2003,
shall not be eligible to become a Participant again unless, upon reemployment,
he would be eligible to receive restoration of his Continuous Service under
Section 4.11. In the case of such a rehired former Participant, the rules of
Sections 2.23(b), 3.1, 3.2 and 4.11 shall apply; provided, however, that such a
rehired former Participants shall not be credited with Credited




-23-









 






	 	 	 	Service with
respect to any period following his rehire, so that he shall not accrue any
additional benefit under the Plan with respect to service after such rehire.
	 
	 	(c)	 	A Participant who is not described in paragraph (b) above who:
(i) ceased to be an Employee on or before March 24, 2003; (ii) had an accrued
benefit under the Plan at the time of employment termination but did not
receive a full distribution of that benefit prior to reemployment and therefore
remained a Participant pursuant to Section 3.2; and (iii) is reemployed after
March 24, 2003, shall remain a Participant following his rehire in accordance
with Plan terms; provided, however, that such rehired Participant shall not be
credited with Credited Service with respect to any period following his rehire,
so that he
shall not accrue any additional benefit under the Plan with respect to
service after such rehire.





ARTICLE IV. Benefits





			
	Section 4.1.	 	Normal Retirement Benefits.






	 	(a)	 	Eligibility. A Participant who attains his Normal
Retirement Date shall have a nonforfeitable right to receive a Normal
Retirement Benefit as described in this Section.
	 
	 	(b)	 	Amount. The amount of a Participant’s Normal
Retirement Benefit will be either (x) or (y), whichever is applicable, except
that the Normal Retirement Benefit for any Participant described in (z) will be
the greater of (x) or (y) (whichever is applicable) or (z).




-24-









 






	 	 	 	(x) Participants with Credited Service that includes Hours of Service during
the period October l, 1949 to September 30, 1969 with the Company or a
predecessor entity described in Section 2.23(e)(i) shall be entitled to a
monthly Retirement Benefit equal to:






	 	(i)	 	An amount computed by multiplying the number of
his years of Credited Service accumulated during the period October l,
1949 to September 30, 1969 by l% of his Average Monthly Compensation;
plus
	 
	 	(ii)	 	An amount computed by multiplying the number of
years of Credited Service accumulated subsequent to September 30, 1969
by l-1/2% of his Average Monthly Compensation; minus
	 
	 	(iii)	 	1-1/2% of the Primary Social Security Benefit to
which he is entitled at age 65 (even if his Social Security Retirement
Age is not 65) multiplied by the number of years of his Credited
Service accumulated after January l, 1975, but not to exceed 50% of
such Primary Social Security Benefit.






	 	 	 	(y) Participants not described in (x) shall be entitled to a monthly
Retirement Benefit equal to:






	 	(i)	 	An amount computed by multiplying the number of
years of Credited Service by l-1/2% of his Average Monthly Compensation;
minus
	 
	 	(ii)	 	l-1/2% of the Primary Social Security Benefit to
which he is entitled at age 65 (even if his Social Security Retirement
Age is not 65)




-25-









 






	 	 	 	multiplied by the number of years of his Credited
Service accumulated after January l, 1975, but not to exceed 50% of
such Primary Social Security Benefit.






	 	 	 	(z) A Participant who had Compensation in any Plan Year which exceeds the
limits in Section 2.9 shall be entitled to a monthly Retirement Benefit
equal to the greatest of:






	 	(i)	 	the amount determined under (x) or (y), as
applicable, calculated using his Credited Service through December 31,
1993 and the definition of Compensation in Section 2.9 applicable
through that date plus the amount determined under (y) using
his Credited Service after December
31, 1993 and the definition of Compensation in Section 2.9 applicable
after that date;
	 
	 	(ii)	 	his Normal Retirement Benefit under (x) or (y),
as applicable, calculated using his Credited Service through December
31, 1988 and the definition of Compensation under Section 2.9
applicable through that date, plus the amount determined under
(y) using his Credited Service for the period January 1, 1989 -
December 31, 1993 and the definition of Compensation in Section 2.9
applicable for that period, plus the amount determined under
(y), using his Credited Service after December 31, 1993 and the
definition of Compensation in Section 2.9 applicable after that date;
or
	 
	 	(iii)	 	the amount determined under (x) or (y), as
applicable, calculated using all the Participant’s Credited Service
through the calculation




-26-









 






	 	 	 	date, and applying the limit on Compensation
under Section 2.9 applicable to Plan Years beginning after December 31,
1993 to all Plan Years.






	 	(c)	 	Commencement and Duration. Monthly Normal Retirement
Benefit payments shall begin as soon as practicable after the Participant’s
application for benefits on or after such Retired Participant’s Normal
Retirement Date, and shall be paid monthly thereafter as of the first day of
each succeeding month during the Participant’s lifetime, provided, however, if
he is reemployed as an Employee, his benefit payments shall be suspended and
shall not be paid during the period of such reemployment, but he shall have his
Continuous Service and Credited
Service he had at his Normal Retirement Date reinstated. Upon his
subsequent retirement, his eligibility for a benefit and the amount of the
benefit shall be determined, calculated and paid as if he were then first
retired, based upon such reinstated Continuous Service and Credited Service,
plus such service earned following the date of reemployment, provided that
such benefit shall be adjusted in accordance with the last sentence of
Section 4.12.






			
	Section 4.2.	 	Early Retirement Benefits.






	 	(a)	 	Eligibility. A Participant who attains his Early
Retirement Date shall be eligible to receive an Early Retirement Benefit as
described in this Section. Such a Participant, in lieu of an Early Retirement
Benefit, may




-27-









 






	 	 	 	elect a Deferred Vested Retirement Benefit as described in Section
4.5 at a date subsequent to his Early Retirement Age.
	 
	 	(b)	 	Amount. A Retired Participant who is eligible to
receive an Early Retirement Benefit pursuant to paragraph (a) above, shall be
entitled to receive a monthly Early Retirement Benefit beginning at his Early
Retirement Date equal to an amount computed in the same manner as his Normal
Retirement Benefit under Section 4.l hereof, based upon the provisions of the
Plan as in effect as of the Early Retirement Date and using for benefit
calculation purposes the Retired Participant’s Credited Service and Average
Monthly Compensation at his Early Retirement Date. This amount shall then be
reduced by the percentage thereof set forth in the table below opposite the age
of the Retired Participant on his Early Retirement Date:





	 	 	 	 	 
	 	 	Percentage
	Age	 	Reduction
	64
	 	 	3	%
	63
	 	 	6	%
	62
	 	 	9	%
	61
	 	 	12	%
	60
	 	 	15	%
	59
	 	 	21	%
	58
	 	 	27	%
	57
	 	 	33	%
	56
	 	 	39	%
	55
	 	 	45	%







	 	 	 	(Reductions for intermediate ages shall be applied by straight line
interpolation in the above table.)




-28-









 






	 	(c)	 	Commencement and Duration. Monthly Early Retirement
Benefit payments shall begin as soon as practicable after the Participant’s
application for benefits on or after such Retired Participant’s Early
Retirement Date, and shall be paid monthly thereafter as of the first day of
each succeeding month during his lifetime; provided, however, if he is
reemployed as an Employee, his benefit payments shall be discontinued and shall
not be paid during the period of such reemployment, but he shall have his
Continuous Service and Credited Service he had at the time of his retirement
reinstated. Upon his subsequent retirement, his eligibility for a benefit and
the amount of the benefit shall be determined, calculated and paid as if he
were then first retired based upon such reinstated Continuous Service and
Credited Service plus such service earned following the
date of reemployment, provided that such benefit shall be adjusted in
accordance with the last sentence of Section 4.12.






			
	Section 4.3.	 	Postponed Retirement Benefits.






	 	(a)	 	Eligibility. A Participant who attains his Postponed
Retirement Date shall be eligible to receive a Postponed Retirement Benefit, as
described in this Section.
	 
	 	(b)	 	Amount. The Postponed Retirement Benefit shall be an
amount computed in the same manner as a Normal Retirement Benefit under Section
4.1, but using the Participant’s Credited Service and Average Monthly
Compensation as of his Postponed Retirement Date. If a Participant elects to
defer payment as provided for in the last sentence of Section 2.22(b),




-29-









 






	 	 	 	his
Postponed Retirement Benefit as of any date after the later of the Effective
Date or the April 1 following the end of the Plan Year in which he reached age
70-1/2 shall be the greater of (i) his Postponed Retirement Benefit calculated
under the preceding sentence and (ii) his Postponed Retirement Benefit
calculated under the preceding sentence as of the date one year earlier, then
actuarially increased to the present date, using the factors in paragraph (A)
of Appendix A.
	 
	 	(c)	 	Commencement and Duration. Monthly Postponed
Retirement Benefit payments shall begin as soon as practicable after the
Participant’s application for benefits on or after such Retired Participant’s
Postponed Retirement Date, and shall be paid monthly thereafter as of the first
day of each succeeding month during his lifetime.






			
	Section 4.4.	 	Disability Retirement Benefits.






	 	(a)	 	Eligibility. A Participant who attains his Disability
Retirement Date shall be eligible to receive a Disability Retirement Benefit as
described in this Section.
	 
	 	(b)	 	Amount. The Disabled Participant who is eligible to
receive a Disability Retirement Benefit pursuant to paragraph (a) above shall
be entitled to receive a monthly Disability Retirement Benefit beginning at his
Normal Retirement Date (unless he elects an Early Retirement Benefit) of an
amount computed in the same manner as a Normal Retirement Benefit under Section
4.l, based upon the provisions of the Plan as in effect at his Disability
Retirement Age and based upon his Average Monthly




-30-









 






	 	 	 	Compensation as of the date
on which he became Disabled, and on his Credited Service at his Normal
Retirement Date assuming his Continuous Service continued and he received
credit for Credited Service until his Normal Retirement Date. If a Participant
ceases to be Disabled prior to his Normal Retirement Age (for any reason except
death) but he is not reemployed as an Employee within thirty (30) days
thereafter, or if a Disabled Participant is eligible for and elects to take an
Early Retirement Benefit, then he will be deemed to have been terminated as of
the date he is no longer Disabled or his Early Retirement Date, as applicable,
and will be entitled to the benefits determined in accordance with Section 4.2
or 4.5, as the case may be, for which he would have been eligible at his
Disability Retirement Age, based upon the provisions of the Plan as in effect
at his Disability Retirement Age and upon his Average Monthly Compensation at
his Disability Retirement Age, assuming
he continued to receive credit for Continuous Service and Credited Service
until the date he is no longer Disabled or his Early Retirement Date.






			
	Section 4.5.	 	Deferred Vested Retirement Benefits.






	 	(a)	 	Eligibility. A Participant who attains his Deferred
Vested Retirement Date shall be eligible to receive a Deferred Vested
Retirement Benefit as described in this Section.
	 
	 	(b)	 	Amount. A terminated Participant who is eligible to
receive a Deferred Vested Retirement Benefit pursuant to paragraph (a) above
shall be entitled to a monthly Deferred Vested Retirement Benefit beginning at
his




-31-









 






	 	 	 	Deferred Vested Retirement Date of an amount computed as of his Deferred
Vested Retirement Age in the same manner as a Normal Retirement Benefit under
Section 4.l (using the Participant’s actual Average Monthly Compensation and
Credited Service as of his Deferred Vested Retirement Date) if the Participant
is 65 years of age on his Deferred Vested Retirement Date and reduced under
Section 4.2(b) if the Participant has not attained age 65 on his Deferred
Vested Retirement Date, and multiplied by such Participant’s vested percentage
as specified in Section 4.11, and based upon the provisions of the Plan as in
effect as of the date of his termination of Continuous Service, and using for
benefit calculation purposes the Participant’s Credited Service and Average
Monthly Compensation on the date his Continuous Service terminated.
	 
	 	(c)	 	Commencement and Duration. Monthly Deferred Vested
Retirement Benefit payments shall begin as soon as practicable after the
Participant’s application
for benefits on or after such terminated Participant’s Deferred Vested
Retirement Date; provided, however, if a terminated Participant receiving or
entitled to receive a Deferred Vested Retirement Benefit hereunder is
reemployed as an Employee before or after the date his benefit payments
begin, any benefit payments he may be receiving shall be discontinued and
shall not be paid during the period of such reemployment, but he shall have
his Continuous Service and Credited Service at the time of his termination
of Continuous Service reinstated. Upon his subsequent retirement or
termination of Continuous Service, his




-32-









 






	 	 	 	eligibility for a benefit and the
amount of the benefit shall be determined and calculated as if he were then
first retired or terminated based upon such reinstated Continuous Service
and Credited Service, plus such service earned following the date of
reemployment, provided that such benefit shall be adjusted in accordance
with the last sentence of Section 4.12.






			
	Section 4.6.	 	Full Career Retirement Benefits.






	 	(a)	 	Eligibility. A Participant who attains his Full Career
Retirement Date shall be eligible to receive a Full Career Retirement Benefit
as described in this Section.
	 
	 	(b)	 	Amount. A Retired Participant who is eligible to
receive a Full Career Retirement Benefit pursuant to paragraph (a) above, shall
be entitled to receive a monthly Full Career Retirement Benefit beginning at
his Full Career Retirement Date of an amount computed as of his Full Career
Retirement Date in the same manner as his Normal Retirement Benefit under
Section 4.l, based upon the provisions of the Plan as in effect as of his Full
Career Retirement Date
and using for benefit calculation purposes the Retired Participant’s
Credited Service and Average Monthly Compensation at his Full Career
Retirement Date.
	 
	 	(c)	 	Commencement and Duration. Monthly Full Career
Retirement Benefit payments shall begin as soon as practicable after the
Participant’s application for benefits on or after such Retired Participant’s
Full Career Retirement Date; provided, however, if he is reemployed as an
Employee,






-33-










 






his benefit payments shall be discontinued and shall not be paid during the
period of such reemployment, but he shall have his Continuous Service and
Credited Service he had at the time of his retirement reinstated. Upon his
subsequent retirement, his eligibility for a benefit and the amount of the
benefit shall be determined and calculated and paid as if he were then first
retired, based upon such reinstated Continuous Service and Credited Service
plus such service earned following the date of reemployment, provided that
such benefit shall be adjusted in accordance with the last sentence of
Section 4.12.


Section 4.7. Automatic Postretirement (Joint and Survivor) Surviving Spouse Benefits.





	 	(a)	 	Eligibility and Conditions. Unless an optional form of
settlement is selected under Section 4.9 pursuant to a Qualified Waiver within
the Election Period ending on the date Retirement Benefit payments would
commence, the Participant shall be deemed to have automatically elected to
receive a monthly Retirement Benefit payable to him in the form of a Qualified
Joint and Survivor Annuity.






	 	(i)	 	Effective Date of Automatic Election. The
automatic election provided in this Section 4.7 shall be effective on
the first to occur of: (A) the Participant’s Retirement Date, or (B)
the Participant’s Normal Retirement Age; provided, however, it will
become effective on the date he has been married one year if he is
married when the election would otherwise become effective under (A) or




-34-









 






	 	 	 	(B) above but such marriage has been in effect less than one year at
that date.
	 
	 	(ii)	 	Election Period for Qualified Waiver of
Automatic Election. With respect to a Qualified Waiver under this
Section 4.7, the election period is the 90-day period ending on the
effective date of the election specified in (i) above, or such later
date as shall be required by regulations prescribed by the Secretary of
the Treasury.
	 
	 	(iii)	 	Qualified Waiver. A waiver of a Qualified
Joint and Survivor Annuity must be in writing and must be consented to
by the Participant’s Spouse. The Spouse’s consent to the waiver must
be witnessed by a Plan representative or notary public and must
acknowledge the identity of the Participant’s designated Beneficiary
and the optional form of settlement under which the Participant’s
Retirement Benefit will be paid. Notwithstanding this consent
requirement, if the Participant establishes to the satisfaction of a
Plan representative that such written consent may not be obtained
because there is no Spouse or the Spouse cannot be located, the
Participant’s waiver will be deemed a Qualified Waiver. Any consent
necessary under this provision will be valid only with respect to the
Spouse who signs the consent, or if a deemed Qualified Waiver, the
designated Spouse. Additionally, a revocation of a prior waiver may be
made by a Participant without the consent of the Spouse at any time
before the commencement of




-35-









 






	 	 	 	the Participant’s Retirement Benefit. The number of revocations
shall not be limited.
	 
	 	(iv)	 	Notice Requirements. The Plan Administrator
shall provide to each Participant, no less than 30 days and no more
than 90 days before the Participant’s annuity starting date, a written
explanation (in a form which satisfies Treasury Regulation
1.401(a)-11(c)(3)) of: (A) the terms and conditions of a Qualified
Joint and Survivor Annuity; (B) the Participant’s right to make and the
effect of any election to waive the Qualified Joint and Survivor
Annuity form of benefit; (C) the rights of a Participant’s Spouse; and
(D) the right to make, and the effect of, a revocation of a previous
election to waive the Qualified Joint and Survivor Annuity. A
Participant may waive his right under this subparagraph to receive the
written explanation no less than 30 days before his annuity starting
date if, in fact, distribution of his Retirement Benefit does not
commence until at least the eighth day following the date he actually
received the required written explanation.
	 
	 	(v)	 	Qualified Joint and Survivor Annuity. A
Participant who is deemed to have made the automatic election pursuant
to this Section 4.7 shall receive a reduced amount of monthly
Retirement Benefit, which shall be the Actuarial Equivalent of the
Retirement Benefit otherwise payable to the Participant, giving effect
to the




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	 	 	 	increased costs of the automatic election. The Surviving Spouse
benefit payable to the Surviving Spouse of a Participant who is
deemed to have made an automatic election pursuant to this Section
4.7 shall be a monthly benefit for the further lifetime of such
Surviving Spouse equal to 50% of the reduced amount of such
Participant’s monthly Retirement Benefit as determined under this
paragraph.






	 	(b)	 	Amount of Benefits.






	 	(i)	 	For a Participant who is deemed to have made
the automatic election pursuant to this Section 4.7 (and who does not
waive it as provided in paragraph (a)(ii) above), the reduced amount of
his monthly Retirement Benefit referred to in paragraph (a) above shall
be the Actuarial Equivalent of the Retirement Benefit otherwise payable
to the Participant, giving effect to the increased costs of the
automatic election.
	 
	 	(ii)	 	The Surviving Spouse benefit payable to the
Surviving Spouse of a Participant who is deemed to have made an
automatic election pursuant to this Section 4.7, and who dies after
such election becomes effective, shall be a monthly benefit for the
further lifetime of such Surviving Spouse equal to 50% of the reduced
amount of such Participant’s monthly Retirement Benefit as determined
in paragraph (b)(i) above.




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	 	(c)	 	Retroactive Annuity Starting Date. Notwithstanding any
provision herein to the contrary, a Participant (other than a Participant who
elects to receive
his benefit in the form of an optional lump-sum distribution under Section
4.9(b)) may affirmatively elect a retroactive annuity starting date (a
“Retroactive Annuity Starting Date”) (in accordance with Treasury Regulation
1.417(e)-1(b)(3)) that is on or before the date that the written explanation
referred to in Section 4.7(a)(iv) is provided to the Participant. A
Participant who elects a Retroactive Annuity Starting Date will receive
future benefit payments equal to the benefit payments that he would have
received if the benefit payments had actually commenced on the Retroactive
Annuity Starting Date. Additionally, a Participant who elects a Retroactive
Annuity Starting Date will receive a make-up payment that covers any missed
payment(s) for the period beginning on the Retroactive Annuity Starting Date
and ending on the date of the actual make-up payment, including an
adjustment for interest (using the applicable interest rate assumption
indicated in Appendix A) from the date the missed payment(s) would have been
made to the date of the actual make-up payment. A Participant may not elect
a Retroactive Annuity Starting Date that precedes the date on which he
otherwise could have begun receiving benefits under the Plan as in effect on
the Retroactive Annuity Starting Date.
	 
	 	 	 	The written explanation described in Section 4.7(a)(iv) must be provided to
a Participant who elects a Retroactive Annuity Starting Date (and to any




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	 	 	 	Participant whose annuity starting date is after the date the Participant
receives the written explanation but before the date the Participant makes
his distribution election) no fewer than 30 days and no more than 90 days
before the date of the Participant’s first benefit payment (unless the delay
is due solely to administrative reasons), and the election to receive the
distribution must be made after the written explanation is provided and on
or before the date of the first payment to the Participant. Notwithstanding
the preceding sentence, the written explanation may be provided fewer than
30 days prior to the first benefit payment, provided that the Participant is
notified that he has the right to at least 30 days to consider whether to
waive the normal form of Retirement Benefit and consent to an optional form
of benefit under Section 4.9. In such case, the Participant shall be
permitted to revoke his distribution election at any time and any number of
times until the benefit commencement date. If the written explanation is
provided fewer than 30 days before the first benefit payment, the
Participant’s benefit commencement date may not be before the expiration of
the seven-day period that begins on the day after the written explanation is
provided to the Participant.
	 
	 	 	 	A Participant’s Spouse must consent to the Participant’s election of a
Retroactive Annuity Starting Date if the Spouse’s share of the Qualified
Joint and Survivor Annuity is less on the Retroactive Annuity Starting Date
than it would be on any permitted annuity starting date after the written
explanation is provided.




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	 	 	 	A benefit payment with a Retroactive Annuity Starting Date must satisfy the
requirements of Code Sections 415 and 417(e) in accordance with Treasury
Regulations 1.417(e)-1(b)(3)(v)(B) and (C).




Section 4.8. Maximum Annual Benefits.





	 	(a)	 	Notwithstanding any other provision of the Plan (with the
exception of Section 13.1(c)), the aggregate annual Retirement Benefit payable
to a Participant under this Plan as an annuity for his life beginning at age 65
may not exceed the lesser of $180,000 for Plan Years beginning on or after
January 1, 2007 (as adjusted under Code Section 415(d)(1)) or the average of
his Compensation (as defined in Section 4.8(d) of the Plan) for the three (3)
consecutive calendar years when he was a Participant and such Compensation was
the highest. If a Participant has never been a participant in a defined
contribution plan maintained by an Employer, his annual Retirement Benefit
limit under this paragraph will not be less than $10,000, however:






	 	(i)	 	The $180,000 limit in paragraph (a) will be
adjusted to its Actuarial Equivalent (but using an interest rate
assumption which is the greater of 5% or the interest rate assumption
indicated in Appendix A for purposes of subparagraph (3) below, and
using an interest rate which is not greater than the lesser of 5% or
the interest rate assumption indicated in Appendix A for purposes of
subparagraph (4) below), as follows:




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	 	 	 	(1) To reflect payment in a form other than an annuity for the
Participant’s life or an automatic postretirement (joint and
survivor) Surviving Spouse benefit.
	 
	 	 	 	(2) For Plan Years before January 1, 2002, to reduce a Retirement
Benefit which begins on or after the date the Participant attains age
62 but before his Social Security Retirement Age to the Actuarial
Equivalent of the same pension beginning at the Participant’s Social
Security Retirement Age as follows:






(A) if the Participant’s Social Security Retirement Age is
65, the reduction shall be 5/9ths of 1% for each month by
which the benefit begins before the month in which the
Participant attains Social Security Retirement Age; and




(B) if the Participant’s Social Security Retirement Age is
greater than 65, the reduction shall be 5/9ths of 1% for each
of the first 36 months and 5/12ths of 1% for each of the
additional months (up to 24 months) by which the benefit
begins before the month in which the Participant attains his
Social Security Retirement Age.




	 	 	 	(3) To reduce a Retirement Benefit which begins before the
Participant attains age 62 to the Actuarial Equivalent of the same
benefit beginning at age 62, reduced for each month by which the
benefit began before the month in which the Participant attains age
62.




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	 	 	 	(4) To increase a Retirement Benefit which begins after the
Participant’s Social Security Retirement Age (or, age 65, for Plan
Years beginning on or after January 1, 2002) to the Actuarial
Equivalent of the same benefit beginning at the Participant’s Social
Security Retirement Age.
	 
	 	 	 	For purposes of subparagraphs (2), (3) and (4) above, “Social
Security Retirement Age” means the Participant’s retirement age under
Section 216(l) of the Social Security Act, determined without regard
to the age increase factor, and assuming that the early retirement
age under Section 216(l)(2) of that Social Security Act was 62.
	 
	 	(ii)	 	The limits in paragraph (a)(i) above will be
adjusted as follows:
	 
	 	 	 	(1) If a Participant has fewer than 10 years of Continuous Service,
the $180,000 limit, the limit on his average Compensation, and the
$10,000 limit under paragraph (a) will be multiplied by a fraction
whose numerator is his years of Continuous Service and whose
denominator is 10.
	 
	 	 	 	(2) If a Participant was, on December 31, 1986, entitled to receive a
Retirement Benefit in excess of the limit determined under this
paragraph (a), or would have been entitled to receive a Retirement
Benefit in excess of that limit had he retired on December 31, 1986,
paragraph (a) will not be applied to reduce his Retirement Benefit
below that higher amount.




-42-









 












	 	(b)	 	The amount determined in paragraph (a) for a Participant who is
separated from the service of an Employer shall be adjusted annually for
increases in the cost of living in accordance with Section 415(d) of the Code.
	 
	 	(c)	 	For purposes of this Section 4.8, all defined benefit plans
maintained by the Company or an Affiliated Company will be treated as a single
defined benefit plan, and all defined contribution plans maintained by the
Company or an Affiliated Company will be treated as a single defined
contribution plan.
	 
	 	(d)	 	For purposes of this Section 4.8 only, “Compensation” shall
mean compensation paid during a Plan Year as defined in Treasury Regulation
Section 1.415-(2)(d) promulgated under the Code, and shall also include any
elective deferrals (as that term is defined in Code Section 402(g)(3)), any
amount which is contributed or deferred by the Employer at the election of the
Employee and which is not includible in the gross income of the Employee by
reason of Code Section 125 and 457, and any elective reductions in remuneration
for qualified transportation benefits within the meaning of Section 132(f) of
the Code.




Section 4.9. Optional Forms of Settlement.





	 	(a)	 	Annuity Options. In lieu of the normal form of
Retirement Benefit provided for in Sections 4.l, 4.2, 4.3, 4.4, 4.5 or 4.6
hereof (including a waiver of the automatic election of the postretirement
(joint and survivor) Surviving Spouse benefit under Section 4.7 hereof), a
Participant may elect to receive a monthly Retirement Benefit equal to one of
the Actuarial




-43-









 






	 	 	 	Equivalent forms described below as either Options (l), (2) or (3), subject
to all the terms and conditions set forth in Section 4.l0 hereof:






	 	(i)	 	10 Year Certain Option (Option (l)). A
reduced monthly Retirement Benefit payable to the Participant for the
remainder of his lifetime and, in the event of the Participant’s death
prior to the receipt of 120 of such monthly payments, the same monthly
payment shall continue to be paid to the Participant’s Beneficiary
until a total of 120 of such monthly payments shall have been paid to
the Participant and his Beneficiary; provided, however, that payments,
if any, to the Beneficiary may not extend beyond the life expectancies
of the Participant and his Beneficiary determined in accordance with
regulations prescribed by the Secretary of the Treasury as of his
Retirement Date; and provided further, that if payments to the
Participant had not commenced as of his death, payments to a designated
Beneficiary will be distributed over a period not extending beyond the
life of the Beneficiary or over a period not extending beyond the life
expectancy of the Beneficiary determined as of the Participant’s death
and payments will commence no later than one year after the
Participant’s death or, in the case of a Surviving Spouse being the
Beneficiary, no later than the date the Participant would have attained
age 70 1/2.
	 
	 	(ii)	 	50%, 66-2/3% or 100% Joint and Survivor
Annuity Option (Option (2)). A reduced monthly Retirement Benefit
payable to




-44-









 






	 	 	 	the Participant for the remainder of his lifetime and, if the Participant
shall predecease his designated contingent annuitant, all or a
fractional part of such reduced monthly amount (such as l/2 or 2/3
thereof) as designated by him shall be payable to his designated
contingent annuitant; provided, however, if payments to the
Participant had not commenced as of his death, payments to the
contingent annuitant will be distributed over the life of the
contingent annuitant commencing no later than one year after the date
of the Participant’s death, or, in the case of a Surviving Spouse
being the Beneficiary, no later than the date the Participant would
have attained age 70-1/2.
	 
	 	(iii)	 	Level Income Option (Option (3)). A
monthly Retirement Benefit payable to the Participant for the remainder
of his lifetime with a larger monthly amount being payable from his
Early Retirement Date until the date on which his benefits commence
under the Social Security Act and a smaller monthly amount payable
thereafter, the intention being to provide the Participant, as nearly
as may be determined, with a level monthly retirement income for the
remainder of his lifetime from both this Plan and Social Security.






	 	(b)	 	Lump-Sum Options. Notwithstanding the provisions of
Section 4.9(a), the Participant may elect one of the following methods of
settlement:




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	 	(i)	 	A lump-sum distribution no later than the end
of the Plan Year in which the Participant attains his Normal Retirement
Age or his Early Retirement Age or his Deferred Vested Retirement Age
or his Full Career Retirement Age, if the Participant requests in
writing, at least 15 days prior to attaining the applicable age, a
lump-sum distribution of the monthly Retirement Benefit for which he is
eligible under the Plan. The amount of such lump-sum distribution
shall be the Actuarial Equivalent, as of his Retirement Date, of the
monthly Retirement Benefit to which he would otherwise be entitled.
	 
	 	(ii)	 	Any other provisions of the Plan
notwithstanding, if a vested Retirement Benefit hereunder is the
Actuarial Equivalent of less than a Normal Retirement Benefit of $100
per month, then such Retirement Benefit shall be paid in a single sum
Actuarial Equivalent payment; provided, however, that if the present
value of such Retirement Benefit exceeds $1,000, such Retirement
Benefit shall not be paid in a lump-sum payment without the written
consent of the Participant and the Participant’s Spouse, if any, or, if
the Participant is deceased, the written consent of the Participant’s
Spouse.




Section 4.10. Rules Regarding Options.





	 	(a)	 	A Participant may elect any one of the above Options in Section
4.9 or cancel a previous election at any time up to 90 days prior to his
retirement,




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	 	 	 	but in no event after his Retirement Date, by filing a written notice with
the Committee in accordance with its rules.






	 	(b)	 	If the designated contingent annuitant of a Participant who has
elected Option (2) dies prior to the date on which the Participant’s benefits
hereunder are to commence, his election of Option (2) shall automatically be
deemed canceled by such death.




Section 4.11. Vested Benefits.





In general, a Participant has a nonforfeitable interest in his Basic Pension to the
extent of his vested percentage set forth in the table below (or such percentage, if
greater, that such Participant was entitled to under the Plan as it existed on
December 31, 1974). If a Participant has a Break In Service (and does not again
become an Employee within one year of such Break In Service) and such Participant is
not eligible for, or if eligible, does not elect to take, the benefits provided
under Sections 4.l through 4.4 and Section 4.6 hereof (or an optional settlement
under Section 4.9), such Participant shall nevertheless have a vested interest equal
to the percentage of his Basic Pension set forth in the table below (or such
percentage, if greater, that such Participant was entitled to under the Plan as it
existed on December 3l, 1974) opposite the Participant’s years of Continuous Service
coincident with or immediately preceding his Break In Service.



	 	 	 
	Years of	 	 
	Continuous Service	 	Percent Vested
	0-4

5
	 	    0%

100%






-47-









 







Such vested interest shall be payable to such Participant in the form of a Basic
Pension as provided in Section 4.l hereof, commencing on his Normal Retirement Date
or, if the Participant so elects, as a Deferred Vested Retirement Benefit as
provided in Section 4.5. If the present actuarial value of the vested interest of a
Participant who incurs a Break In Service due to his termination of employment does
not exceed $1,000, the Actuarial Equivalent of such Basic Pension shall be paid to
the Participant in a lump sum within one year after such Break In Service. Except
as provided in the preceding sentence, a lump-sum distribution may not be made after
the Participant’s Retirement Date, regardless of the Actuarial Equivalent of the
Participant’s Basic Pension, unless either (a) the distribution is consented to in
writing by the Participant and the Participant’s Spouse, if any, or if the
Participant is deceased, by the Surviving Spouse, or (b) if the Participant has
attained his Normal Retirement Age or his Deferred Vested Retirement Age, a lump-sum
distribution may be made without the consent of the Participant and the
Participant’s Spouse, if the lump-sum distribution is in the amount of the present
value of the automatic joint and survivor annuity benefit provided for in Section
4.7 or the preretirement Surviving Spouse’s benefit provided for in Section 5.1(b).
For purposes of subsection (b) of the preceding sentence of this Section 4.11, such
a lump-sum distribution may only be made to a Participant who has attained his
Normal Retirement Age or his Deferred Vested Retirement Age before the Participant
has begun receiving his Normal Retirement Benefit or Deferred Vested Retirement
Benefit.



-48-









 






Notwithstanding any other provision of the Plan to the contrary, if a Participant
who had received a lump-sum distribution of his entire nonforfeitable accrued
benefit is subsequently reemployed as an Employee, his Credited Service as of his
most recent termination from Service date shall be disregarded hereunder unless he
repays the amount of such distribution on or before the fifth anniversary of his
reemployment date following the termination from Service date as of which such
nonforfeitable accrued benefit was previously determined. For any Participant whose
vested percentage is zero as of the date of termination of his Continuous Service,
such Participant shall be deemed to have received a distribution of his entire
interest under the Plan and the non-vested portion of his benefit shall be treated
as an immediate forfeiture as of the date he incurs a Break In Service following his
termination of Continuous Service.



Section 4.12. Suspension of Benefit Rules. If a Participant resumes employment with an
Employer prior to the attainment of Normal Retirement Age, payment of his Retirement Benefit
shall cease upon the first day of the month following the later of:




	 	(a)	 	the date he completes at least 40 Hours of Service during a
calendar month; or
	 
	 	(b)	 	the date on which he completes one Hour of Service on each of
eight separate days;






provided, however, that no payment may be withheld unless the Retirement Plan
Committee notifies the Participant of (i) such suspension before the first month in
which a payment is to be suspended, and (ii) his right to obtain a review of such



-49-









 






suspension under the procedure specified in Section 7.8 of the Plan. On his
subsequent termination of employment, his Retirement Benefit shall be reduced by the
Actuarial Equivalent of the payments previously paid, but the resulting monthly
payment amount shall not be less than the monthly payment amount that was payable
prior to the suspension of payments pursuant to this Section 4.12.



Section 4.13. Designation of Beneficiary. Any person entitled to benefits under the Plan
may designate a Beneficiary or Beneficiaries, including contingent or successive
Beneficiaries, to receive any payments due under the terms of the Plan on account of the death
of such person (except as otherwise provided in Sections 4.7 and 5.l hereof). The right to
designate a Beneficiary or to change a prior designation shall continue so long as such person
is living and entitled to benefits under this Plan. If any person entitled to benefits under
this Plan fails to designate a Beneficiary, or if his designated Beneficiary predeceases him,
all amounts payable to such person’s Beneficiary under the provisions of this Plan shall be
paid either in a lump sum or in installments to such Beneficiary or Beneficiaries determined
as follows: the Participant’s (a) Surviving Spouse; (b) surviving children; (c) surviving
grandchildren; (d) surviving parents; (e) surviving brothers and sisters; or (f) executors or
administrators. Any determination or direction made by the Committee in good faith as to the
rights or identity of any Beneficiary shall be conclusive on all persons, and neither an
Employer, the Committee, nor an Employer’s officers or employees shall be liable to any person
on account of any error in such decision or determination. Any payment made in accordance
with this Section shall fully acquit and discharge the Committee, each



-50-









 









Employer, the
Trustee, their officers and employees from all future liability with respect to
the amount so paid. A distribution of Plan benefits under this Section 4.13
shall be made in accordance with the minimum required distribution rules of
Code Section 401(a)(9), including the minimum distribution incidental benefit
requirements of Treasury Regulation Section 1.401(a)(9)-2.



Section 4.14. Direct Rollovers. Notwithstanding any provision of
the Plan to the contrary that would otherwise limit a
Distributee’s election under this Section, a
Distributee may elect, at the time and in the manner
prescribed by the Committee, to have any portion of
an Eligible Rollover Distribution paid directly to an
Eligible Retirement Plan specified by the Distributee
in a Direct Rollover.




	 	(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: any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or
life expectancy) of the Distributee or the joint lives (or joint life
expectancies) of the Distributee and the Distributee’s designated Beneficiary,
or for a specified period of ten years or more; any distribution to the extent
such distribution is required under Section 401(a)(9) of the Code; the portion
of any distribution that is not includible in gross income (determined without
regard to the exclusion for net unrealized appreciation with respect to
Employer securities); and any distribution made from a tax-qualified retirement
plan on account of financial hardship.




-51-









 






	 	(b)	 	Eligible Retirement Plan. An Eligible Retirement Plan
is an individual retirement account described in Section 408(a) of the Code; an
individual retirement annuity described in Section 408(b) of the Code; an
annuity plan described in Section 403(a) of the Code; a plan described in Code
Section 403(b); a plan described in Code Section 457(b) that is maintained by a
state, political subdivision of a state, or any agency or instrumentality of a
state or political subdivision of a state, that agrees to separately account
for amounts transferred into such plan from this Plan; or a qualified trust
described in Section 401(a) of the Code, that accepts the Distributee’s
Eligible Rollover Distribution.
	 
	 	(c)	 	Distributee. A Distributee includes an Employee or
former Employee. In addition, the Employee’s or former Employee’s Surviving
Spouse and the Employee’s or former Employee’s Spouse or former Spouse who is
the alternate payee under a Qualified Domestic Relations Order, as defined in
Section 414(p) of the Code and Section 206(d)(3) of ERISA, 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.




-52-









 











ARTICLE V. Death Benefits




Section 5.1. Death of a Participant Prior to Retirement. Except
where Section 5.2 is applicable, in the event of the death of
a Participant prior to retirement, a death benefit equal to
the Actuarial Equivalent of the vested portion of such
Participant’s Basic Pension, if any, shall be payable, either
in a lump sum, or in installments, as provided in section
4.13, as of the Participant’s date of death, and as soon as
practicable thereafter.



Section 5.2. Death of a Married, Vested Participant Prior to
Commencement of Benefits. If a vested Participant who has a
Spouse dies before benefits have commenced, then the
Participant’s benefit shall be paid to his Surviving Spouse
in the form of a Qualified Preretirement Survivor Annuity,
unless the Participant waives the application of this Section
5.2 within the Election Period.




	 	(a)	 	Election Period. With respect to an election under this
Section 5.2(a), the Election Period is the period which begins on the first day
of the Plan Year in which the Participant attains age 35 and ends on the date
of the Participant’s death. If a Participant’s severance from service date is
prior to the first day of the Plan Year in which age 35 is attained, with
respect to the Participant’s accrued benefits as of the date of separation, the
Election Period shall begin on the date of separation.
	 
	 	(b)	 	Notice Requirements. The Plan Administrator shall provide each
Participant within the period beginning on the first day of the Plan Year in
which the Participant attains age 32 and ending with the close of the Plan Year
in which the Participant attains age 35, a written explanation of the




-53-









 






	 	 	 	Qualified Preretirement Survivor Annuity in such terms and in such manner as
would be comparable to the explanation of the Qualified Joint and Survivor
Annuity set forth in Section 4.7. If a Participant enters the Plan after
the first day of the Plan Year in which the Participant attained age 32, the
Plan Administrator shall provide notice no later than the close of the
second Plan Year succeeding the entry of the Participant into the Plan.
	 
	 	(c)	 	A Participant may, during the Election Period, waive a
Qualified Preretirement Survivor Annuity for his Spouse by making a specific
written waiver of such automatic election on a form provided by the Committee,
by having the Participant’s Spouse consent to such waiver in writing and
acknowledge the effect thereof, by having the Spouse’s consent notarized, and
by filing the form with the Committee. If no consent is given by the Spouse,
waiver of the automatic election may be accomplished without such consent if it
is established to the satisfaction of the Committee that the consent cannot be
obtained because there is no Spouse, the Spouse cannot be located or other
reasons exist as specified in regulations prescribed by the Secretary of the
Treasury. If a Participant who has vested Retirement Benefits and who has not
waived the Qualified Preretirement Survivor Annuity dies leaving a Spouse, such
Spouse shall be eligible for a Qualified Preretirement Survivor Annuity. A
Participant may waive or revoke a waiver of the Qualified Preretirement
Survivor




-54-









 






	 	 	 	Annuity pursuant to this paragraph in writing at any time prior to the first
to occur of the Participant’s Retirement Date or his death.
	 
	 	(d)	 	Qualified Preretirement Survivor Annuity. The Qualified
Preretirement Survivor Annuity, in the case of a Participant who dies after
attaining age 55, shall be equal to the amount that would have been payable as
a joint and survivor annuity under Section 4.7 had the Participant retired on
the day immediately preceding the date of his death. The amount of such
benefit, in the case of a Participant who dies before attaining age 55, shall
be equal to the amount that would have been payable as a joint and survivor
annuity under Section 4.7 had the Participant retired on the date of his death,
survived to age 55 and died on the day after the day the Participant would have
attained age 55.





Section 5.3. Death After Retirement. In the event of the death
after retirement of a Participant, the Basic Pension of such
Participant under the Plan will terminate unless an optional
benefit, as provided for in Section 4.7 and 4.9 hereof, was
elected.



ARTICLE VI. Nonalienation of Benefits




     Subject to the following sentence, the Trust Fund shall not in any manner be liable for or
subject to the debts or liabilities of any Participant. Except to the extent to which Participants
are permitted by the provisions of the Plan to designate a Beneficiary or Beneficiaries to receive
payments under the Plan, and except as to the payment of benefits to the extent necessary to comply
with any judgment, decree or other order which the Committee determines is a “Qualified Domestic
Relations Order” as defined in Section 414(p)(1)(B) of the
Code and Section 206(d)(3) of ERISA, no Retirement Benefit or other benefit at any time



-55-









 




payable from the Trust Fund shall be subject in any manner to alienation, sale, transfer,
assignment, pledge or encumbrance of any kind. The Committee will adopt rules for determining
whether any judgment, decree or order received by the Plan is a Qualified Domestic Relations Order
and for administering payments under any such order.




ARTICLE VII. Administration




Section 7.1. Plan Administrator and Fiduciary. The Plan shall be
administered by a Retirement Plan Committee composed of not
less than three nor more than seven individuals appointed by
the Company who shall hold office at the pleasure of the
Company. Any member of the Committee may resign by
delivering his written resignation to the Company. Vacancies
in the Committee arising by resignation, death, removal or
otherwise, shall be filled by the Company. The Committee
shall be the administrator of the Plan, a fiduciary under the
Plan, and a named fiduciary under the Trust Fund in
accordance with ERISA. A member of the Committee may not
participate in the decision of any question as that relates
solely to his own rights as a Participant.



Section 7.2. Compensation and Expenses. Members of the Committee shall
serve as such without compensation. All expenses of the
Committee shall be paid by the Employer. Such expenses shall
include any expenses incident to the functioning of the
Committee, including, but not limited to, fees of actuaries,
accountants, counsel and other specialists and other costs of
administering the Plan.



Section 7.3.  Manner of Action. A majority of the members of the Committee
at the time in office shall constitute a quorum for the
transaction of business. All resolutions
adopted, and other actions taken by the Committee at any meeting shall be by



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the vote of a majority of those present at any such meeting. The Committee may
also take action other than at a meeting by unanimous consent of the members at
the time in office.



Section 7.4. Chairman, Secretary and Employment of Specialists.
The members of the Committee shall elect one of their
number as Chairman and shall elect a Secretary who
may, but need not, be a member of the Committee.
They may appoint from their number such committees
with such powers as they shall determine, may
authorize one or more of their number or any agent to
execute or deliver any instrument or instruments in
their behalf, and may employ at the Employer’s
expense such counsel, auditors and other specialists
and such clerical, medical, actuarial and other
services as they may require in carrying out the
provisions of the Plan. To the extent permitted by
law, the members of the Committee shall be fully
protected in any action taken in good faith and in
relying upon any opinions or reports which shall be
furnished the Committee by any actuary, accountant,
counsel or other specialist.



Section 7.5. Records. All resolutions, proceedings, acts and
determinations of the Committee shall be recorded by
the Secretary thereof or under his supervision, and
all such records, together with such documents and
instruments as may be necessary for the
administration of the Plan, shall be preserved in the
custody of the Secretary.



Section 7.6. Rules. Subject to the limitations contained in the
Plan, the Committee shall be empowered from time to
time in its discretion to adopt by-laws and establish
rules for the conduct of its affairs and the exercise of the duties imposed
upon it under the Plan.



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Section 7.7. Administration. The Committee shall be responsible
for the administration of the Plan. The Committee
shall have all such powers as may be necessary to
carry out the provisions hereof and may, from time to
time, establish rules for the administration of the
Plan and the transaction of the Plan’s business. The
Committee shall have the exclusive right to make any
finding of fact necessary or appropriate for any
purpose under the Plan including, but not limited to,
the determination of the eligibility for and the
amount of any benefit payable under the Plan. The
Committee shall have the exclusive right to interpret
the terms and provisions of the Plan and to determine
any and all questions arising under the Plan or in
connection with the administration thereof,
including, without limitation, the right to remedy or
resolve possible ambiguities, inconsistencies or
omissions, by general rule or particular decision.
In addition, the Committee shall have the right to
amend the Plan, provided that no amendment adopted by
the Committee may have the effect of:




	 	(a)	 	altering the eligibility requirements to become a Participant,
or the date an Employee becomes a Participant;
	 
	 	(b)	 	changing the calculation of a Participant’s Retirement Benefit;
	 
	 	(c)	 	changing the eligibility requirements for any Retirement
Benefit;
	 
	 	(d)	 	altering the Committee’s duties and powers under Article VII;
or
	 
	 	(e)	 	modifying Section 8.3 or Article IX;






provided, however, that an amendment adopted by the Committee may have an
effect described in (a) — (e) above, but only to the extent that:





	 	(1)	 	it is made at the direction of the Company;




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	 	(2)	 	it is of a technical nature and its effect is, in the
Committee’s judgment, de minimus; or
	 
	 	(3)	 	the Committee has been advised in writing by legal counsel that
the amendment is necessary to retain the Plan’s tax-qualified status or to
satisfy some other substantive legal requirement.






All findings of fact, determinations, interpretations and decisions of the Committee
shall be conclusive and binding upon all persons having or claiming to have any
interest or right under the Plan.



Section 7.8.
Claims Review; Appeals. If any applicant makes a claim for benefits under
the Plan and the claim is wholly or partially denied, the following procedures will apply:




	 	(a)	 	Claims.






	 	(i)	 	Claims Generally. The Committee will
give the applicant written or electronic notice of the adverse benefit
determination within a reasonable period of time, but no later than 90
days after receipt of the claim. This notice will be written in a
manner calculated to be understood by the average Plan Participant and
will include the specific reasons for the adverse benefit determination
and specific references to any facts or any provisions of the Plan on
which the adverse determination is based. If an adverse benefit
determination
was rendered because specific material or information was not
provided to the Committee, the notice will include a description of
the additional material or information that




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	 	 	 	the applicant must
provide in connection with the claim, along with an explanation of
why such material or information is necessary. The notice will also
provide an explanation of the Plan’s claims appeal procedure and the
time limits applicable to such procedure, including a statement of
the applicant’s right to bring a civil action under Section 502(a) of
ERISA following an adverse benefit determination, as set out in
paragraph (b) below. If the Committee determines that an extension
of time is necessary for processing the claim, the Committee or its
delegate shall notify the applicant in writing of such extension, the
special circumstances requiring the extension, and the date by which
the Committee expects to render the benefit determination. In no
event shall the extension exceed a period of 90 days from the end of
the initial 90-day period.
	 
	 	(ii)	 	Claims Involving Disability. If the
applicant’s claim involves a determination of Disability, then the
procedures in subparagraph (i) will be modified as described in this
subparagraph. The 90-day period for response to the claim will be a
45-day period. That 45-day period may be extended by the Plan
Administrator for up to 30 days, provided that the Plan Administrator
both determines that such an extension is necessary due to matters
beyond its control




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	 	 	 	and notifies the applicant, prior to the expiration of the initial
45-day period, of the circumstances requiring the extension of time
and the date by which the Plan Administrator expects to made a
decision. If, prior to the end of the first 30-day extension period,
the Plan Administrator determines that, due to matters beyond its
control, a decision cannot be made within that extension period, the
period for making the determination may be extended for up to 30 more
days, provided that the Plan Administrator notifies the applicant,
prior to the expiration of the first 30-day extension period, of the
circumstances requiring the extension and the date as of which the
Plan Administrator expects to make a decision. In the case of any
extension, the notice of extension will specifically explain the
standards on which entitlement to a benefit is based, the unresolved
issues that prevent a decision on the claim, and the additional
information needed to resolve those issues, and that the applicant
will be afforded at least 45 days within which to provide the
specified information.






	 	(b)	 	Appeals Generally.






	 	(i)	 	An applicant who wishes to use the Plan’s claim
appeal procedure must, within 60 days of receiving the Committee’s
notice of the




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	 	 	 	adverse benefit determination notify the Committee in
writing that he wishes the Committee to conduct a review of the adverse
benefit determination. Such review will be a full and fair review,
and will include the holding of a hearing, if deemed necessary by the
Committee. In connection with the applicant’s appeal of the adverse
benefit determination, the applicant may review all relevant
documents relating to his claim and submit issues and comments in
writing. The Committee will review the record of the appeal of the
adverse benefit determination and prepare its decision. The
Committee will give the applicant notice of the decision on the
appeal within 60 days after receipt of the applicant’s request for
review, unless special circumstances require an extension of time for
processing, but notice will in any event be given within 120 days
after receipt of the applicant’s notice of appeal. The Committee
shall notify the applicant in writing of any such extension, the
special circumstances requiring an extension, and the date by which
the Committee expects to render the determination on review. The
applicant shall be notified of the Committee’s decision in writing or
electronically. In the case of an adverse benefit determination,
such notice will be written in a manner calculated to be understood
by the average Plan Participant and will include the specific reasons
for the denial and specific references to any facts or any provisions
of the Plan on which the denial on appeal is based. In addition,
such notice shall contain a statement that the applicant is entitled
to receive upon request and free of charge, reasonable access to, and
copies of, all documents,
records, and other information relevant to the applicant’s claim for




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	 	 	 	benefits, and contain a statement of the applicant’s right to bring
an action under Section 502(a) of ERISA.
	 
	 	(ii)	 	Appeals of Claims Involving Disability.
If the applicant’s claim involves a determination of Disability, then
the procedures in subparagraph (i) will be modified as described in
this subparagraph. The 60-day period to make an appeal in paragraph
(c) is extended to 180 days. Any 60-day period (initial or extended)
described in paragraph (e) will be a 45-day period. In addition, the
appeal procedure must, to the extent relevant, comply with paragraphs
(h)(3)(ii) through (v) of Department of Labor Regulations § 2560.503-1.
	 
	 	(iii)	 	The Committee may adopt additional rules for
implementing this Section as are consistent with Department of Labor
Regulations Section 2560.503-1.





Section 7.9. Notice of Address. Each person entitled to benefits from
the Trust Fund must file with the Committee, in writing, his
post office address and each change of post office address.
Any communication, statement or notice addressed to such a
person at his latest reported post office address will be
binding upon him for all purposes of the Plan and neither
the Committee nor an Employer or Trustee shall be obliged to
search for, or ascertain his whereabouts.



Section 7.10. Data. All persons entitled to benefits from the Plan must
furnish to the Committee such documents, evidence or
information as the Committee considers
necessary or desirable for the purpose of administering the Plan; and each such



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person must furnish such information and sign such documents as the Committee
may reasonably require.



Section 7.11. Individual Liability. To the extent permitted by
law, it is declared to be the express purpose and
intention of the Plan that no liability whatever
shall attach to or be incurred by the Committee,
stockholders, officers or directors of an Employer or
any representatives appointed hereunder by an
Employer, under or by reason of any of the terms or
conditions of the Plan. Members of the Committee
shall be indemnified by the Company for all
liability, joint or several, arising out of their
acts and omissions and the acts and omissions of
their agents and co-fiduciaries in the administration
and operation of the Plan, and shall also be
indemnified by the Company against all costs and
expenses reasonably incurred by them in connection
with the defense of any action, suit, or proceeding
in which they may be made defendants by reason of
their being or having been Committee members, whether
or not then serving as such, including the cost of
reasonable settlements (other than amounts paid to an
Employer) made to avoid costs of litigation and
payment of any judgment or decree entered in such
action, suit or proceeding. The Company shall not,
however, indemnify Committee members with respect to
any act finally adjudicated to have been caused by
willful misconduct. The right of indemnification
shall not be exclusive of any other right to which a
Committee member may be legally entitled and it shall
inure to the benefit of the legal representatives of
the Committee.



Section 7.12. Facility of Payment. If the Committee shall
determine that any person to whom benefits are
payable is unable to care for his affairs because of
illness, accident or



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other incapacity, any payment
due from the Plan (unless prior claim therefor shall
have been made by a duly qualified guardian,
administrator or other legal representative) may be
paid to his Spouse, parent, brother or sister, or any
other person as the Committee may determine. Any
such payment shall be a payment for the account of
such person entitled thereto and shall, to the extent
thereof, be a complete discharge of any liability of
the Plan to such person.



Section 7.13. No Enlargement of Employee Rights. Nothing contained
in the Plan shall be deemed to give any Employee or
Participant the right to be retained in the service
of an Employer or to interfere with the right of an
Employer to discharge or retire any Employee or
Participant at any time.



ARTICLE VIII.  Financing




Section 8.1. Funding. A Trustee shall be designated by the
Company and a Trust Agreement executed between the
Company and the Trustee, and an insurance company may
be designated by the Company and an insurance
contract executed between the Company and the
insurance company, under the terms of which a
retirement fund shall be established to receive and
hold contributions payable by the Employers, interest
and other income, and to pay the benefits provided by
the Plan. Any Trust Agreement or insurance contract
entered into shall be deemed to form a part of the
Plan and any and all rights and benefits which may
accrue to any person under the Plan shall be subject
to all the terms and provisions of any such Trust
Agreement or insurance contract. The Company may
modify any Trust
Agreement or insurance contract from time to time to accomplish the purpose of



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the Plan and may replace any insurance company or Trustee, and appoint a
successor Trustee or Trustees.



Section 8.2. Company Contributions. The Company shall make
contributions to the Trust Fund in an amount,
determined by an actuary selected by the Committee,
to be required under accepted actuarial principles to
at least meet the minimum funding standard
requirements of the Code. Forfeitures arising under
the Plan for any reason shall be used as soon as
possible to reduce Employer contributions under the
Plan. Except as provided in Title IV of ERISA, all
benefits under the Plan shall be payable only from
the Trust Fund and no liability for the payment of
benefits under the Plan shall be imposed upon the
Employer, Committee or officers, directors or
shareholders of the Employer.



Section 8.3. Nonreversion. Except as provided in this section, no
Employer shall have any right, title or interest in
the contributions made by it under the Plan and no
part of the Trust Fund shall revert to an Employer or
for an Employer’s benefit, except that:




	 	(a)	 	Upon termination of the Plan and the allocation and
distribution of the Trust Fund as provided herein, any funds remaining in the
Trust Fund with respect to an Employer because of an erroneous actuarial
computation after the satisfaction of all fixed and contingent liabilities
under the Plan may revert to that Employer.
	 
	 	(b)	 	If a contribution is made to the Trust Fund by an Employer by a
mistake of fact, then such contribution shall be returned to that Employer
within one
year after the payment of the contribution; and if any part or all of a




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	 	 	 	contribution is disallowed as a deduction under Section 404 of the Code with
respect to an Employer, then to the extent a contribution is disallowed as a
deduction it may be returned to that Employer within one year after the
disallowance. Contributions made to the Trust Fund by an Employer shall be
conditioned upon deductibility.





ARTICLE IX. Amendment and Termination




Section 9.1. Amendment and Termination. While the Company
expects the Plan to continue until March 31, 2014,
future conditions affecting the Company cannot be
anticipated or foreseen, and therefore the Company
cannot and does not guarantee that Hours of Service
and/or Credited Service will continue to be credited
through March 31, 2014, and the Company must
necessarily and does hereby reserve the right to
amend, modify or terminate the Plan at any time, and
the right to amend the Plan at any time by action of
the Committee, as permitted under Section 7.7. The
Company may make any modifications or amendments to
the Plan that are necessary or appropriate to qualify
or maintain the Plan and related Trust as a plan and
trust meeting, respectively, the requirements of
Sections 40l(a) and 501(a) of the Code or any other
applicable provisions of the Code or the regulations
issued thereunder. No amendment of the Plan shall
cause any part of the Trust Fund to be used for, or
diverted to, purposes other than for the exclusive
benefit of the Participants or their Beneficiaries
covered by the Plan. Notwithstanding anything in
this Plan to the contrary, a Participant’s accrued
benefits may not be decreased
by an amendment of the Plan, other than an amendment described in Section
4l2(c)(8) of the Code.



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Section 9.2. Distribution on Termination. Upon termination
of the Plan or upon termination of the Plan with
respect to a group of Participants which constitutes
a partial termination of the Plan, that portion of
any assets then held in the Trust Fund with respect
to the affected Participants shall be allocated after
payment of all expenses of administration or
liquidation, among the affected Participants, for the
following purposes and in the following manner and
order, to the extent of the sufficiency of such
assets:




	 	(a)	 	First, to provide all or that part of his benefit under Article
IV or Article V hereof for each Participant (or his Spouse or Beneficiaries)
who either:






	 	(i)	 	Has begun to receive benefit payments at the
date which is three years prior to the date of termination of the Plan,
or
	 
	 	(ii)	 	Could have begun to receive benefit payments at
the date which is three years prior to the date of termination of the
Plan if the Participant would have been eligible to retire under
Section 4.l, 4.2, 4.3, 4.4 or 4.6 prior thereto and begin to receive
benefit payments three years prior to the date of termination of the
Plan, which is equal to the smallest benefit (he was receiving or could
have received) which would be provided for such person under the Plan
based on its provisions as in effect during the five-year period ending
on the date of termination of the Plan; and for this purpose the lowest
benefit payment received under (i) above during the




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	 	 	 	three years prior to the date of termination of the Plan shall be
considered to be the benefit he was receiving at the date which is
three years prior to termination of the Plan. Allocation shall be
made on a pro-rata basis based on the then-present value of the
benefits under this paragraph (a), if assets are not sufficient to
provide such benefits in full.






	 	(b)	 	Second, if any assets remain, to provide all or that part of
his remaining (after (a) above) benefit under Articles IV or V hereof that is
guaranteed under Section 4022 of ERISA for each remaining Participant (or his
Spouse or Beneficiaries) who does not qualify under (a) (ii) above but who
either:






	 	(i)	 	Has begun to receive benefit payments later
than three years prior to the date of termination of the Plan, or
	 
	 	(ii)	 	Would have been eligible to retire under
Section 4.l, 4.2, 4.3, 4.4 or 4.6 at the date of termination of the
Plan and be eligible to receive benefit payments thereunder, or
	 
	 	(iii)	 	Had attained his Vested Retirement Age at the
date of termination of the Plan and would have been eligible to
terminate Continuous Service at the date of termination of the Plan and
be eligible to receive Deferred Vested Retirement Benefit payments
under Section 4.5 of the Plan, which is equal to the smallest benefit
that would be provided for such person under the Plan based on its
provisions as in effect during the five-year period ending on the
date of termination of the Plan. Allocation shall be made on a
pro-rata basis based on the then-present value of the benefits under




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	 	 	 	this paragraph (b) if assets are not sufficient to provide such
benefits in full.






	 	(c)	 	Third, if any assets remain, to provide that part, if any, of
his benefit under Article IV or Article V hereof for each Participant (or his
Spouse or Beneficiaries) described in (a) and (b) above, which is not provided
for under (a) or (b) above, in the following order of priority if such
remaining assets are not sufficient to provide all of such part of such
benefits for all such persons:






	 	(i)	 	To provide such part of the benefits which
would be provided for such person under the Plan based on its
provisions as in effect at the beginning of the five-year period ending
on the date of termination of the Plan; and on a pro-rata basis based
on the then-present value of such benefits under this paragraph (i) if
such assets are not sufficient to provide such benefits described in
this paragraph (i) in full; provided, however, if such assets are more
than sufficient to provide such benefits described in this paragraph
(i) in full, then the assets available under this paragraph (c) shall
be allocated as provided in (ii) below.
	 
	 	(ii)	 	To provide such part of the benefits which
would be provided for such persons under the Plan based on its
provisions as in effect as amended by the most recent Plan amendment
effective during the
five-year period ending on the date of termination of the Plan under
which the assets under this paragraph (c) are sufficient to provide
such benefits in full; and with any assets remaining thereafter to be
allocated to provide such part of the benefits which would be




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	 	 	 	provided for such persons under the Plan based on its provisions as
in effect as amended by each next succeeding Plan amendment effective
during such five-year period.






	 	(d)	 	Fourth, if any assets remain, to provide all other benefits
under Article IV or Article V hereof for each Participant which are not
provided for above, accrued to the date of termination of the Plan, and in the
order of priority described in (c) (i) and (ii) above if assets are not
sufficient to provide such benefits in full.
	 
	 	(e)	 	If any assets remain, they may revert to an Employer, but only
as provided in Section 8.3(a) hereof. The benefits to be provided by the
allocations outlined above in this Section 9.2 shall be fully vested and
nonforfeitable as of the date of such termination of the Plan for distribution
to the persons entitled thereto, and distribution may be implemented through
the continuance of the Trust Fund, or the creation of a new retirement fund for
that purpose, or by purchase of nontransferable annuity contracts, or by a
combination thereof. Provided that no discrimination in value results, an
Employer may direct that any or all of the benefits to be provided by such
allocations may be computed on an actuarial basis and distributed as an
Actuarial Equivalent immediate cash payment.





Section 9.3. Effect of Bankruptcy or Other Contingencies Affecting the
Company. In the event the Company is judicially declared
bankrupt or insolvent, or in the event of



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the dissolution or
reorganization of the Company or its merger into or
consolidation with another company or the sale by the Company
of all or substantially all of its assets, without provision
for continuing the Plan, the Plan shall be terminated and the
funds held in the Plan distributed as provided herein;
provided, however, that in any such event whereby a successor
person, firm or company, or any purchaser of all or
substantially all of the Company’s assets shall continue to
carry on all or a substantial part of the Company’s business,
and such successor or such purchaser shall elect to carry on
the provisions of the Plan, such successor or purchaser shall
be substituted for the Company hereunder upon the filing in
writing of its election to do so with the Company.



Section 9.4. Merger or Consolidation of Plan. In the event of a merger or
consolidation with, or transfer of Plan assets or liabilities
to, any other plan, each Participant in the Plan shall (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 would have been entitled to
receive immediately prior to the merger, consolidation or
transfer (if the Plan had then terminated).



Section 9.5. Employees of Acquired Businesses.




	 	(a)	 	Applicability. From time to time, as a result of
mergers, acquisitions or other corporate transactions, persons will become
Employees as defined in Section 2.12 of the Plan, because the entities which
employ them become Employers as defined in Section 2.13 of the Plan as a result
of such
transactions. In general, the provisions of the Plan shall be applied to
each such Employee as if he first became an Employee on the first date that
the




-72-









 












	 	 	 	entity which employs him meets the definition of Employer. However, the
Committee may, pursuant to this Section 9.5, provide special rules for the
application of the provisions of the Plan to persons who become Employees as
a result of mergers, acquisitions or other corporate transactions.
	 
	 	(b)	 	Schedules. With respect to any group of Employees who
become Employees as a result of a merger, acquisition or other corporate
transaction, the Committee may adopt a Schedule which will set forth any
special rules with respect to Compensation, eligibility to become a
Participant, Years of Service or other items which shall be applied to such
Employees. Each such Schedule is to be interpreted as a part of the Plan and,
to the extent there is any conflict between a Schedule and another provision of
the Plan, the Schedule shall control. No Schedule shall, however, be given
effect to the extent that it would result in discrimination in contributions or
benefits under the Plan in favor of any Highly-Compensated Employee, in
violation of Code Section 401(a)(4).





ARTICLE X. Temporary Restrictions on Benefits




     Notwithstanding any other provisions in the Plan to the contrary, if, after payment of
benefits provided under the Plan for a Participant (including subsequently Retired Participants)
who is among the 25 most Highly-Compensated Employees for such year: (a) the value of Plan assets
would be less than 110% of the value of the Plan’s current liabilities, as
defined in Code Section 412(1)(7); (b) the value of the benefits payable to such Participant
under the Plan would equal or exceed 1% of the Plan’s current liabilities; or (c) the value of the



-73-









 




benefits payable to such Participant would exceed the amount described in Code Section
411(a)(11)(A); then, annual distributions to such Participant shall not exceed an amount equal to
the payment that would be made under a single life annuity that is the Actuarial Equivalent of the
sum of the Participant’s Retirement Benefit and other benefits available under the Plan.




ARTICLE XI. Applicable Law




     The Plan and all rights hereunder shall be governed by and construed according to ERISA and
any subsequent amendment thereto and the laws of the State of Illinois, provided that in the case
of conflict the provisions of ERISA shall control.



ARTICLE XII. Adoption and Withdrawal of Affiliated Company




Section 12.1. Adoption. An Affiliated Company authorized by the Company
to adopt the Plan may do so by appropriate action which:




	 	(a)	 	Directs that the Affiliated Company becomes a party to the
Trust Agreement;
	 
	 	(b)	 	Specifies the date upon which the Plan becomes effective with
respect to the Employees of the Affiliated Company;
	 
	 	(c)	 	Prescribes the period, if any, during which an Employee’s
employment with the Affiliated Company prior to the adoption of the Plan by the
Affiliated Company shall be deemed Service for purposes of the Plan.





Section 12.2. Withdrawal. Any Affiliated Company that has adopted the Plan may at any time
withdraw from the Plan upon giving the Committee and the Trustee at least 30 days’ notice in
writing of its intention to withdraw. Upon the withdrawal of an
Affiliated Company, the Committee may cause a
segregation of the withdrawing Affiliated
Company’s proportionate share of the assets of the
Trust Fund (as



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determined by the Committee). The
determination of which assets are to be segregated
shall be made by the Trustee in its sole
discretion. If the withdrawing Affiliated Company
adopts another pension plan qualified under
Section 40l of the Code, the Committee may direct
the transfer of the segregated assets to the
funding medium maintained under the Plan. If
there is a partial termination of the Plan, as a
result of the withdrawal, the termination
provisions of the Plan and Trust shall apply.



ARTICLE XIII. Top-Heavy Plan Provisions




     The Retirement Plan Committee shall determine annually as of the Determination Date whether
the Plan is a Top-Heavy Plan. Notwithstanding anything herein to the contrary, if the Plan is
Top-Heavy as determined pursuant to Section 4l6 of the Code on any Determination Date, then the
Plan shall meet the following requirements for any such Plan Year:



Section 13.1. Minimum Vesting Requirements. A Participant’s
vested benefit under Section 4.11 shall be
determined in accordance with the following
schedule and not Section 4.11:



	 	 	 
	Years of Continuous Service	 	Vested Percentage
	0-2

3 or more
	 	    0%

100%







	 	 	 	In the event that the Top-Heavy Plan ceases thereafter to be Top-Heavy and
the schedule in this Section was in effect, each Participant’s vested
interest shall again be determined under Section 4.11, provided that a
Participant’s vested interest shall not be reduced thereby. To the extent
required by Section 411(a)(10) of the Code and final Regulations of the




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	 	 	 	Department of Treasury under Section 4l6 of the Code, if the determination
of a Participant’s vested interest is changed from the use of Section 4.11
to the use of Section 13.1, each Participant with at least three years of
Continuous Service may elect to continue to have his vested interest
computed under the formerly applied vesting schedule. Such a Participant
shall make the foregoing election no later than the last to occur of the
following:
	 
	 	(a)	 	The date that is 60 days after the date on which the change in
vesting schedules is adopted;
	 
	 	(b)	 	the date that is 60 days after the date on which the change in
vesting schedules is effective; or
	 
	 	(c)	 	the date that is 60 days after the date on which the
Participant receives written notice of the change in vesting schedule.





Section 13.2. Minimum Benefit. It is intended that each Employer will meet the minimum
benefit requirements of Sections 4l6(c) and (h) of the Code by providing a minimum benefit for
such Plan Year for each of its Participants who are Non-Key Employees. Such minimum benefit,
when expressed as an annual Retirement Benefit payable in the form of a single life annuity
beginning at Normal Retirement Age, shall not be less than the Participant’s average
Compensation for years in the “testing period” multiplied by the lesser of:




	 	(a)	 	the number of Years of Service with the Employer; or
	 
	 	(b)	 	20%.




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For purposes of this Section, “Years of Service” shall be determined under the rules
of Section 4.11(a)(4), (5) and (6) of the Code but excluding any year of service if
(A) the Plan was not a Top-Heavy Plan for any Plan Year ending during such year of
service, or (B) such year of service was completed in a Plan Year beginning before
January l, 1984. A Participant’s “testing period” for purposes of determining his
average Compensation under this section is the five consecutive year period during
which the Participant had the greatest aggregate Compensation, excluding years not
included in a Year of Service, years ending in a Plan Year beginning before January
l, 1984, and years beginning after the close of the last Plan Year in which the Plan
is a Top-Heavy Plan. Such minimum benefit shall be increased in any Plan Year in
which the Plan is not a Super Top-Heavy Plan to not more than the lesser of 3% per
Year of Service or 30% of such Participant’s average Compensation for years in the
testing period pursuant to Section 4l6(h)(2)(A) of the Code for any year in which
his Employer also maintains a defined-contribution plan if necessary to avoid the
application of Section 4l6(h)(l) of the Code. No minimum benefit will be required
for a Participant under this Plan if his Employer maintains another qualified plan
under which a minimum benefit or contribution is being made or funded for such year
for the Participant in accordance with Section 4l6(c) and (f) of the Code and the
Employer elects by written resolution or in such other plan to have such other plan
meet such minimum benefit requirements. For purposes of satisfying the minimum
benefit requirement of Section 416(c)(1) of the Code and the Plan, in determining
Years
of Service with the Employer, any service with the Employer



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shall be disregarded to
the extent that such service occurs during a Plan Year when the Plan benefits
(within the meaning of Section 410(b) of the Code) no Key Employee or former Key
Employee.



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     Executed this 25th day
 of January, 2007



	 	 	 	 	 	 	 
	ATTEST:	 	 	 	NUVEEN INVESTMENTS, LLC
	 
	 	 	 	 	 	 
	/s/ John L. MacCarthy

	 	 	 	By	 	/s/ Larry W. Martin
	 

	 	 	 	 	 	 
	Secretary

	 	 	 	 	 	Larry W. Martin
	 

	 	 	 	 	 	Vice President






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APPENDIX A



Whenever the amount of a benefit is to be determined by a procedure which requires the use of
actuarial assumptions, the following assumptions, where applicable, shall be utilized:



(A) With respect to payments other than in the form of a lump sum or the Level Income Option:





	 	1.	 	1971 Group Annuity Morality Table.
	 
	 	2.	 	Weighting of annuities using 70% male and 30% female.
	 
	 	3.	 	7% interest rate.





(B) With respect to payments made in the form of a lump sum or the Level Income Option:





	 	1.	 	The applicable mortality table prescribed by the Internal Revenue Service
pursuant to Code Section 417(e)(3). For distributions from the Plan made prior to
December 31, 2002, this is the mortality table described in Revenue Ruling 95-6. For
distributions from the Plan made on or after December 31, 2002, the mortality table
shall be the mortality table described in Revenue Ruling 2001-62.
	 
	 	2.	 	Interest rate equal to the average yield in November of the preceding Plan Year
on 30-year Treasury Constant Maturities (as published in December by the Internal
Revenue Service).






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