Hecla Mining Company Exhibit 10.17(a) to Form 10-K





Exhibit 10.17(a) 




EXECUTION COPY


HECLA MINING COMPANY


RESTATED


RETIREMENT PLAN


(Effective as of January 1, 2008)
















HECLA MINING COMPANY


RESTATED

RETIREMENT PLAN


TABLE OF CONTENTS 


	
 

	
 

	
 


	
 

	
 

	
Page



	
INTRODUCTION

	
1


	
 

	
 

	
 


	
ARTICLE I DEFINITIONS

	
2


	
 

	
A. Accrued
 Benefit

	
2


	
 

	
B. Actuarial
 Equivalent

	
2


	
 

	
C.
 Administrator

	
3


	
 

	
D. Annuity
 Starting Date

	
3


	
 

	
F. Average
 Compensation

	
3


	
 

	
G.
 Beneficiary

	
3


	
 

	
H. Code

	
3


	
 

	
I. Committee

	
3


	
 

	
J. Company

	
3


	
 

	
K.
 Compensation

	
4


	
 

	
L. Covered
 Compensation

	
5


	
 

	
M. Credited
 Service

	
5


	
 

	
N. Death
 Benefit

	
5


	
 

	
O. Early
 Retirement

	
5


	
 

	
P. Early
 Retirement Age

	
5


	
 

	
Q. Early
 Retirement Benefit

	
6


	
 

	
R. Early
 Retirement Date

	
6


	
 

	
S. Effective
 Date

	
6


	
 

	
T. Eligible
 Employee

	
6


	
 

	
U. Eligible
 Spouse

	
7


	
 

	
V. Employee

	
7


	
 

	
W. Employer

	
7


	
 

	
X. Enrolled
 Actuary

	
7


	
 

	
Y. Entry
 Date

	
7


	
 

	
Z. ERISA

	
8


	
 

	
AA. Fiscal
 Year

	
8


	
 

	
AB. Hour of
 Service

	
8


	
 

	
AC. Key
 Employee

	
9


	
 

	
AD. Leased
 Employee

	
10


	
 

	
AE. Non-Key
 Employee

	
10


	
 

	
AF. Normal
 Form

	
10


	
 

	
AG. Normal
 Retirement

	
11


	
 

	
AH. Normal
 Retirement Age

	
11


	
 

	
AI. Normal
 Retirement Benefit

	
11


	
 

	
AJ. Normal
 Retirement Date

	
11


	
 

	
AK. One-Year
 Break in Service

	
11





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Page



	
 

	
AL.
 Participant

	
11


	
 

	
AM. Plan

	
11


	
 

	
AN. Plan
 Year

	
12


	
 

	
AO. Social
 Security Retirement Age

	
12


	
 

	
AP. Social
 Security Taxable Wage Base

	
12


	
 

	
AQ. Spousal
 Consent

	
12


	
 

	
AR.
 Top-Heavy Plan

	
12


	
 

	
AS. Total
 Compensation

	
13


	
 

	
AT. Total
 Disability

	
15


	
 

	
AU. Trust

	
15


	
 

	
AV. Trustees

	
15


	
 

	
AW. Year of
 Service

	
15


	
 

	
AX.
 Modification of Top-Heavy Rules

	
15


	
 

	
AY. Phased
 Retirement Date

	
16


	
 

	
AZ. Phased
 Retirement Benefit

	
17


	
 

	
BA. Highly
 Compensated Employee

	
17


	
 

	
BB. Military
 Service

	
17


	
 

	
BC.
 Kennecott Companies

	
17


	
 

	
BD.
 Kennecott Employees

	
17


	
 

	
BE.
 Kennecott Defined Contribution Plan

	
17


	
 

	
BF.
 Kennecott Pension Plan

	
17


	
 

	
BG.
 Kennecott Pension Participants

	
18


	
 

	
BH.
 Retirement Credit Balance Benefits

	
18


	
 

	
BI.
 Termination of Employment

	
18


	
 

	
BJ.
 Distribution Calendar Year

	
18


	
 

	
BK. Date of
 Distribution

	
18


	
 

	
BL.
 Retroactive Annuity Starting Date

	
18


	
 

	
 

	
 


	
ARTICLE II ELIGIBILITY AND PARTICIPATION

	
18


	
 

	
A. Service
 Requirement

	
18


	
 

	
B.
 Eligibility Computation Period

	
19


	
 

	
C. Participation

	
19


	
 

	
D. Leaves of
 Absence

	
20


	
 

	
E. Suspended
 Participation

	
20


	
 

	
F. Inactive
 Participation

	
20


	
 

	
G.
 Reemployment After Retirement

	
21


	
 

	
 

	
 


	
ARTICLE III NORMAL RETIREMENT BENEFITS

	
21


	
 

	
A. Benefit
 Eligibility

	
21


	
 

	
B. Waiver of
 Employer Contributions

	
21


	
 

	
C. Annual
 Valuation

	
22


	
 

	
D. Normal
 Retirement Benefit

	
22


	
 

	
E. Minimum
 Benefit Requirements

	
25


	
 

	
F. Maximum
 Benefit for any Participant

	
26


	
 

	
G. Early
 Retirement Benefit

	
26


	
 

	
H. Delayed
 Retirement Benefit

	
27


	
 

	
I. Death
 Benefit

	
27


	
 

	
J.
 Disability Retirement Benefit

	
28





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Page



	
 

	
K. Eligible
 Spouse’s Survivor Benefits

	
28


	
 

	
L. Qualified
 Joint and Survivor Annuity

	
29


	
 

	
M. Deferred
 Vested Benefit

	
30


	
 

	
N.
 Distributions Prior to Early Retirement Age

	
31


	
 

	
O. Optional
 Form of Benefit

	
31


	
 

	
P. Time of
 Distribution

	
32


	
 

	
Q. Direct
 Rollover Distributions to an Eligible Retirement Plan

	
40


	
 

	
R.
 Determination of Accrued Benefit Fresh-Start Rules

	
41


	
 

	
S. Pension
 Enhancement Option

	
42


	
 

	
T. Early
 Retirement Window Benefit

	
44


	
 

	
U. Early
 Retirement Window Additional Benefit

	
45


	
 

	
V. Phased
 Retirement Benefit

	
46


	
 

	
W. Special
 Early Retirement Window Benefit

	
47


	
 

	
Z. Employer
 Contributions

	
50


	
 

	
 

	
 


	
ARTICLE IV RETIREMENT CREDIT BALANCE BENEFITS

	
51


	
 

	
A. Benefit
 Eligibility

	
51


	
 

	
B.
 Retirement Credit Balance Benefit

	
51


	
 

	
C. Qualified
 Joint and Survivor Annuity

	
52


	
 

	
D. Optional
 Form of Benefit

	
53


	
 

	
E. Death
 Benefit

	
54


	
 

	
F. Time of
 Distribution

	
54


	
 

	
G. Employer
 Contributions

	
55


	
 

	
 

	
 


	
ARTICLE V LIMITATIONS ON BENEFITS

	
55


	
 

	
A. General
 Limitations

	
55


	
 

	
 

	
 


	
ARTICLE VI VESTING OF EMPLOYER FUNDED BENEFITS

	
56


	
 

	
A. Vesting

	
56


	
 

	
B.
 Termination of Employment

	
58


	
 

	
C. Rehired
 Participants

	
58


	
 

	
 

	
 


	
ARTICLE VII LOANS TO PARTICIPANTS

	
58


	
 

	
 

	
 


	
ARTICLE VIII BENEFICIARIES

	
59


	
 

	
A.
 Designation

	
59


	
 

	
B. Absence
 of Valid Designation of Beneficiaries

	
59


	
 

	
 

	
 


	
ARTICLE IX PARTICIPANT’S CONTRIBUTIONS AND SPECIAL ACCOUNTS

	
59


	
 

	
 


	
ARTICLE X ESTABLISHMENT OF TRUST

	
59


	
 

	
A. Trust
 Agreement

	
59


	
 

	
B. Trust
 Agreement Part of Plan

	
60


	
 

	
 

	
 


	
ARTICLE XI PLAN FIDUCIARIES AND ADMINISTRATION

	
60


	
 

	
A. Named
 Fiduciaries

	
60


	
 

	
B. Fiduciary
 Standard

	
60


	
 

	
C. Multiple
 Duties and Advisors

	
61


	
 

	
D.
 Allocation and Delegation of Fiduciary Duties

	
61





iii









	
 

	
 

	
 


	
 

	
 

	
Page



	
 

	
E.
 Indemnification

	
61


	
 

	
F. Costs and
 Expenses

	
61


	
 

	
G. Authority
 to Amend and Terminate

	
62


	
 

	
H.
 Administrative Committee

	
62


	
 

	
I. Plan
 Administration

	
62


	
 

	
J. Claims
 Procedures

	
63


	
 

	
K. Agent for
 Legal Process

	
65


	
 

	
 

	
 


	
ARTICLE XII AMENDMENT AND TERMINATION

	
65


	
 

	
A. Amendment

	
65


	
 

	
B.
 Termination or Complete Discontinuance of Contributions

	
65


	
 

	
C.
 Nonreversion

	
66


	
 

	
D.
 Limitations on Benefits in the Event of Plan Termination

	
67


	
 

	
E.
 Termination After Change in Control

	
68


	
 

	
 

	
 


	
ARTICLE XIII MISCELLANEOUS

	
68


	
 

	
A.
 Limitation of Rights; Employment Relationship

	
68


	
 

	
B. Transfer
 of Assets of Employer; Transfer of Assets of Plan

	
69


	
 

	
C.
 Spendthrift Provision

	
69


	
 

	
D.
 Applicable Law, Severability

	
69


	
 

	
E.
 Incorporation of Trust Agreement Provisions

	
70


	
 

	
F. No
 Liability

	
70


	
 

	
G. Missing
 Persons

	
70


	
 

	
 

	
 


	
APPENDIX I

	
72


	
 

	
 

	
 


	
APPENDIX II

	
73


	
 

	
 

	
 


	
APPENDIX III

	
74





iv









RESTATEMENT HISTORY


	
 

	
 


	
A.

	
Effective as of January 1, 1947, Hecla Mining Company adopted the
 Hecla Mining Company Retirement Plan (the “Prior Plan”) and executed a Trust
 Agreement. As of the original effective date of the Prior Plan, and
 subsequently the Plan, such arrangements have been intended to have
 tax-qualified status under Sections 401(a) of the Internal Revenue Code, as
 amended (the “Code”), exempt from tax under Section 501(a) of the Code, and
 to be subject to the applicable provisions of the Employee Retirement Income
 Security Act of 1974, as amended, as well as the applicable predecessor laws.
 


	
 

	
 


	
B.

	
Effective as of January 1, 1987, Hecla Mining Company amended and
 restated the Prior Plan and the Trust Agreement established under the Prior
 Plan to provide retirement entitlements for the exclusive benefit of its
 Eligible Employees and their beneficiaries in accordance with the terms and
 conditions set forth in the Plan. 


	
 

	
 


	
C.

	
Effective as of July 1, 2001, Hecla Mining Company amended and
 restated the Prior Plan and the Trust Agreement established under the Prior
 Plan to provide retirement entitlements for the exclusive benefit of its
 Eligible Employees and their beneficiaries in accordance with the terms and
 conditions set forth in the Plan. 


	
 

	
 


	
D.

	
Effective May 10, 2002, Hecla Mining Company amended and restated the
 Prior Plan and the Trust Agreement established under the Prior Plan to
 provide retirement entitlements for the exclusive benefit of its Eligible
 Employees and their beneficiaries in accordance with the terms and conditions
 set forth in the Plan. 


	
 

	
 


	
E.

	
Effective February 16, 2006, Hecla Mining Company amended and
 restated the Prior Plan and the Trust Agreement established under the Prior
 Plan to provide retirement entitlements for the exclusive benefit of its
 Eligible Employees and their beneficiaries in accordance with the terms and
 conditions set forth in the Plan. 


	
 

	
 


	
F.

	
Effective as of January 1, 2008, Hecla Mining Company amended and
 restated the Prior Plan and the Trust Agreement established under the Prior
 Plan to provide retirement entitlements for the exclusive benefit of its
 Eligible Employees and their beneficiaries in accordance with the terms and
 conditions set forth in the Plan. 





Notwithstanding the restatement of the Plan nor any provision of this
Plan to the contrary, no benefit accrued under the Prior Plan and protected
under Section 411(d)(6) of the Internal Revenue Code of 1986, as amended, and
regulations thereunder, shall be reduced or eliminated by this Plan. 


v









HECLA MINING COMPANY


RESTATED RETIREMENT PLAN


INTRODUCTION


This instrument constitutes the Hecla Mining Company Retirement Plan
(the “Plan”) established and maintained by Hecla Mining Company (the
“Company”), originally effective as of January 1, 1947. The Plan is intended to
constitute a tax-qualified defined benefit plan within the meaning of Section
401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and is
subject to the applicable provisions of the Employee Retirement Income Security
Act of 1974 (“ERISA”). The assets of the Plan are held in a tax-exempt trust
established under Section 501(a) of the Code (the “Trust”), the custody and
disposition of which are subject to the terms of a trust agreement executed by
the Company as of the Plan’s original effective date. Subsequent to the Plan’s
original effective date, the Plan has been amended and restated in its entirety
effective as of January 1, 1987, July 1, 2001, May 10, 2002, February 16, 2006,
and most recently as of December 3, 2007, with each such amendment and
restatement of the Plan in full compliance with the applicable legal
requirements then in effect, including, but not limited to, the requirements of
Section 411(d)(6) of the Code which prohibit the reduction or elimination of
protected benefits (as defined thereunder). Effective as of April 16, 2008,
Hecla Admiralty Company, a wholly owned subsidiary of the Company and
“Employer” within the meaning of Paragraph W of Article I hereof, acquired all
of the outstanding shares of capital stock of both the Kennecott Greens Creek
Mining Company and the Kennecott Juneau Mining Company (collectively “Kennecott
Companies”), the employees of which (the “Kennecott Employees”) participated in
the Rio Tinto America, Inc. Investment Partnership Plan, a tax-qualified
defined contribution plan funded solely by the Kennecott Companies (the
“Kennecott Defined Contribution Plan”) and the Rio Tinto America, Inc.
Retirement Plan (the “Kennecott Pension Plan”). In connection with the
transaction, the Company amended the Plan effective as of April 16, 2008, to
add a cash balance feature as necessary to replicate the benefits provided to
the Kennecott Employees under the Kennecott Defined Contribution Plan, which
has resulted in the change of the Plan’s classification, effective as of April
16, 2008, to that of a statutory hybrid plan within the meaning of Section
411(a)(13) of the Code. Effective as of the same date, the Company amended the
provisions of the Plan governing the calculation of the Normal Retirement
Benefits in order to allow Kennecott Employees who participated in the
Kennecott Pension Plan as of the effective date of the aforementioned
transaction, to accrue a Normal Retirement Benefit under this Plan calculated,
in part, based upon the Kennecott Employees’ vested and accrued benefit
entitlement under the Kennecott Pension Plan. This Plan is hereby restated in
its entirety effective as of January 1, 2008, in order to incorporate all
amendments made to the Plan since the last restatement, and to incorporate all
recent regulatory changes as reflected in Internal Revenue Service Notice
2007-94, including, but not limited to, the Pension Protection Act of 2006, the
final Treasury Regulations under Section 417 of the Code, governing “retroactive
annuity starting dates,” the final Treasury Regulations under Section 415 of
the Code, and the final Treasury Regulation under Section 401(a)(9) of the Code
governing required minimum distributions. 









ARTICLE I 


DEFINITIONS


	
 

	
 

	
 


	
A.

	
“Accrued Benefit” shall mean, effective as of April 16, 2008, with
 respect to the Normal Retirement Benefits provided under Article III, that
 portion of a Participant’s Normal Retirement Benefit which he has earned as
 of a determination date based upon the benefit formula reflected under
 Article III, which takes into account the Participant’s years of Credited
 Service through the determination date. For purposes of the Retirement Credit
 Balance Benefit provided under Article IV, Accrued Benefit shall mean the
 Participant’s Retirement Credit Balance (as defined in Paragraph BH of this
 Article I) as of any date. Accrued Benefits provided under the Plan shall be
 subject to the minimum benefit requirements of Articles III and IV. 


	
 

	
 


	
B.

	
“Actuarial Equivalent” shall mean a benefit, payable in a different
 form and/or at a different time than a Participant’s Accrued Benefit, which
 shall be an amount that is equal in value to the Participant’s Accrued
 Benefit by using assumptions determined by an Enrolled Actuary as follows. 


	
 

	
 


	
 

	
1.

	
For purposes of the Normal Retirement Benefits provided under Article
 III, the preretirement assumptions to be used are: Interest at seven percent
 (7%) per annum with mortality based on the UP-1984 (Uninsured Pensioners
 Unisex) table of mortality with no setback. The post-retirement assumptions
 to be used for this purpose are: Interest at seven percent (7%) per annum
 with mortality based on the UP-1984 (Uninsured Pensioners-Unisex) table of
 mortality with no setback. In determining whether this Plan is a Top-Heavy
 Plan as of a “determination date,” the same assumptions as stated above shall
 be used to calculate the value of each Participant’s Accrued Benefit as of
 such ‘determination date.’ If the definition of ‘Actuarial Equivalent’ is
 amended, the value of a Participant’s Accrued Benefit on or after the date of
 such amendment shall be the greater of: (1) the Actuarial Equivalent of the
 Participant’s total Accrued Benefit computed in accordance with the new
 definition, or (2) the Actuarial Equivalent of the Participant’s Accrued
 Benefit determined as of the date of such amendment and computed in
 accordance with the old definition. 


	
 

	
 

	
 


	
 

	
2.

	
For purposes of the Retirement Credit Balance Benefits provided under
 Article IV, effective as of April 16, 2008, the interest rate shall be equal
 to the annual rate of change of the consumer price index plus three percent
 (3%), with mortality based upon the UP-1984 (Uninsured Pensioners Unisex)
 table of mortality with no setback. The foregoing assumptions are intended to
 comply with the rate of return safe harbors reflected in IRS Notice 2007-6
 and IRS Notice 96-8, in order to comply with the requirements of Sections 411
 and 417 of the Code. To the extent the assumptions reflected in this
 Subparagraph B-2 are inconsistent with the foregoing regulatory guidance, the
 provisions of IRS Notice 2007-6 and IRS Notice 96-8 shall govern and control.
 





2









	
 

	
 

	
 


	
 

	
3.

	
For purposes of determining the Actuarial Equivalent of lump-sum
 payments made on or after January 1, 2008, under Articles III and IV, the
 lump-sum payment amount shall be calculated as the greater of: (a) the value
 determined using the interest rate or rates which would be used, as of the
 first day of the Plan Year that contains the Annuity Starting Date, by the
 Pension Benefit Guaranty Corporation for purposes of determining the present
 value of the Participant’s benefits under the Plan, if the Plan had
 terminated on such date with insufficient assets to provide benefits
 guaranteed by the Pension Benefit guaranty Corporation on that date; and (b)
 the value determined based upon (i) the Applicable Mortality Table under
 Section 417(e)(3)(B) of the Code, and (ii) the Applicable Interest Rate under
 Section 417(e)(3) of the Code for the fifth month immediately preceding the
 beginning of the Plan Year which includes the date selected for payment of
 the benefit. 


	
 

	
 

	
 


	
C.

	
“Administrator” shall mean the Plan Administrator as specified in
 Article XI. 


	
 

	
 


	
D.

	
“Annuity Starting Date” shall mean the first day of the first period
 for which an amount is payable as an annuity or, in the case of a benefit not
 payable in the form of an annuity, the first day on which all events have
 occurred which entitled the Participant to such benefit. In the case of a
 deferred annuity, the Annuity Starting Date shall be the date on which the
 annuity payments are scheduled to commence. The payment of any disability
 retirement benefit is to be disregarded in determining the Annuity Starting
 Date. 


	
 

	
 


	
E.

	
[RESERVED] 


	
 

	
 


	
F.

	
“Average Compensation” shall mean the average of the Compensation for
 the Participant’s three (3) consecutive years (36 months), selected from the
 last ten (10) years, which produce the highest such average. The period of
 service over which Compensation shall be considered when determining a Participant’s
 Average Compensation shall begin with the date the Participant first performs
 an Hour of Service for the Employer and end with his most recent date of
 termination for benefit purposes. 


	
 

	
 


	
 

	
In the event the period of employment is fewer than three (3) years,
 such lesser period of service shall be used to determine Average
 Compensation.


	
 

	
 


	
G.

	
“Beneficiary” shall mean the person or persons (natural or otherwise)
 designated by or for a Participant, entitled under this Plan to receive
 benefits after the death of a Participant. 


	
 

	
 


	
H.

	
“Code” shall mean the Internal Revenue Code of 1986, as amended from
 time to time. 


	
 

	
 


	
I.

	
“Committee” shall mean the administrative committee appointed and
 acting in accordance with Article XI of this Plan. 


	
 

	
 


	
J.

	
“Company” shall mean Hecla Mining Company, a Delaware corporation. 





3









	
 

	
 

	
 


	
K.

	
“Compensation” shall mean all compensation for the Plan Year paid or
 payable in cash or in kind by the Employer for personal services and elective
 deferrals with respect to employment with the Employer: (i) under a qualified
 cash or deferred arrangement described in Section 401(k) of the Code; (ii) to
 a plan qualified under Section 125 of the Code (iii) to a tax sheltered
 annuity described in Section 403(b) of the Code; (iv) to a plan qualified
 under Section 402(h) of the Code; or (v) for limitation years beginning after
 December 31, 1997, to an elective contribution under Section 408(p)(2)(A)(i).
 However, in the event that this Plan becomes a Top-Heavy Plan in a Plan Year
 beginning before January 1, 1989, Compensation shall not include, with
 respect to any Employee, in any Plan Year, any compensation in excess of
 $200,000. For Plan Years that begin after December 31, 1988 but before
 January 1, 1994 (whether or not a Top-Heavy Plan), Compensation shall not
 include, with respect to any Employee, in any Plan Year (or such other
 applicable period specifically designated in the Plan), any compensation in
 excess of $200,000 or such other amount established subsequent to 1989 and
 prior to 1994 by the Secretary of the Treasury in accordance with Section
 401(a)(17) of the Code. For Plan Years beginning after December 1, 1993,
 Compensation shall not include, with respect to any Employee in any Plan Year
 (or such other applicable period specifically designated in the Plan), any
 Compensation in excess of $150,000 or such other amount established
 subsequent to 1993 by the Secretary of the Treasury in accordance with
 Section 401(a)(17) of the Code. In addition, effective for benefits accrued
 after December 31, 1993 the amount of Compensation for any prior Plan Year
 that may be taken into account in determining an Employee’s benefit accruing
 in the current Plan Year, shall be limited to the applicable dollar
 limitation under Section 401(a)(17) of the Code for such prior period, except
 that for periods beginning before the first day of the first Plan Year
 beginning after December 31, 1993, the applicable dollar limitation shall be
 $150,000. For limitation years beginning on and after January 1, 2001 for purposes
 of applying the limitations described in Article V of the Plan, compensation
 paid or made available during such limitation years shall include elective
 amounts that are not includible in the gross income of the employee by reason
 of section 132(f)(4). 


	
 

	
 


	
 

	
(a)

	
Increase in
 limit. The annual compensation of each Participant
 taken into account in determining benefit accruals in any plan year beginning
 after December 31, 2001, shall not exceed $200,000. Annual compensation means
 compensation during the Plan Year or such other consecutive 12-month period
 over which compensation is otherwise determined under the Plan (the
 determination period). For purposes of determining benefit accruals in a Plan
 Year beginning after December 31, 2001, compensation for any prior
 determination period shall be limited as provided in the preceding Paragraph.
 


	
 

	
 

	
 


	
 

	
(b)

	
Cost-of-living adjustment. The $200,000
 limit on annual compensation in the preceding Paragraph shall be adjusted for
 cost-f-living increases in accordance with section 401(a)(17)(B) of the Code.
 The cost-of-living adjustment in effect for a calendar year applies to annual
 compensation for the determination period that begins with or within such
 calendar year. Effective as of January 1, 2008, a Participant’s annual
 compensation shall not exceed $230,000. Effective as of January 1, 2009, such
 limit shall be increased to $245,000. 





4









	
 

	
 


	
L.

	
“Covered Compensation” shall mean for any Plan Year, the average
 (without indexing) of the Social Security Taxable Wage Base in effect for
 each calendar year during the thirty-five (35) year period ending with the
 last day of the calendar year in which the Participant attains (or will
 attain) Social Security Retirement Age. No change in Covered Compensation
 shall decrease a Participant’s Accrued Benefit under the Plan. In determining
 a Participant’s Covered Compensation for a Plan Year, the Social Security
 Taxable Wage Base for the current Plan Year and any subsequent Plan Year
 shall be assumed to be the same as in effect for the Plan Year for which the
 determination is being made. A Participant’s Covered Compensation for any
 Plan Year after the thirty-five (35) year period is the Participant’s Covered
 Compensation for the Plan Year in which the Participant attained Social Security
 Retirement Age. A Participant’s Covered Compensation for a Plan Year before
 the thirty-five (35) year period is the Social Security Taxable Wage Base in
 effect as of the beginning of the Plan Year. A Participant’s Covered
 Compensation shall be automatically adjusted for each Plan Year in accordance
 with these rules. 


	
 

	
 


	
M.

	
“Credited Service” shall mean the total elapsed period of employment
 with the Employer while the Employee is an Eligible Employee, calculated from
 the Employee’s hire date to the date of his termination, subject to the break
 in service rules of Article V. The number of years and whole months of
 Credited Service shall be used to calculate the amount of any pension
 benefits to which an Eligible Employee is entitled. Elapsed time of less than
 15 days of service shall be disregarded, and 15 or more days of service shall
 be counted as a whole month of Credited Service. As of and after April 16,
 2008, an Eligible Employee’s Credited Service hereunder shall not include
 years of service with the Kennecott Companies. 


	
 

	
 


	
N.

	
“Death Benefit” shall mean a benefit payable in the event of the
 death of a Participant prior to such Participant’s Normal Retirement Age or
 Termination of Employment (as hereafter defined) as specified in Article III
 or, effective as of April 16, 2008, Article IV. 


	
 

	
 


	
O.

	
“Early Retirement” shall mean retirement on or after a Participant’s
 Early Retirement Age. Effective as of April 16, 2008, a Participant that is
 entitled to a Retirement Credit Balance Benefit under Article IV is not
 required to attain their Early Retirement Age as a condition precedent to
 benefit entitlement if the Participant has a Termination of Employment (as
 defined in Paragraph BI of this Article I) with the Employer prior to the
 attainment of the Participant’s Normal Retirement Date. 


	
 

	
 


	
P.

	
“Early Retirement Age” shall mean the earliest of: 








	
 

	
 

	
 

	
 


	
 

	
1.

	
The later
 of: 


	
 

	
 

	
 


	
 

	
 

	
(a)

	
Age
 fifty-five (55), or 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
The age of
 the Participant upon completion of ten (10) Years of Service. 





5









	
 

	
 

	
 

	
 


	
 

	
2.

	
The later of: 


	
 

	
 

	
 


	
 

	
 

	
(a)

	
Age sixty (60), or 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
The age of the Participant upon completion of thirty (30) Years of
 Service. 


	
 

	
 

	
 

	
 


	
 

	
3.

	
The later of: 


	
 

	
 

	
 


	
 

	
 

	
(a)

	
Age fifty-five (55), or 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
The age of the Participant upon completion of thirty (30) Years of
 Service if the Participant was terminated by the Company by reason of
 reduction of the work force. 


	
 

	
 

	
 


	
Q.

	
“Early Retirement Benefit” shall mean a monthly benefit in the Normal
 Form as determined pursuant to Article III of this Plan. 


	
 

	
 


	
R.

	
“Early Retirement Date” shall mean a date prior to the Participant’s
 Normal Retirement Date, which is the first day of any month coinciding with
 or following a Participant’s termination of employment and after satisfaction
 of the requirements for entitlement to an Early Retirement Benefit. 


	
 

	
 


	
S.

	
“Effective Date” shall mean January 1, 1947, and January 1, 2008, in
 connection with this recent restatement. 


	
 

	
 


	
T.

	
“Eligible Employee” shall mean, effective as of April 16, 2008, any
 Employee, except a person whose Compensation and conditions of employment are
 subject to determination by collective bargaining, provided that retirement
 entitlements have been a subject of good faith bargaining between the
 Employer and the person’s lawful representative or bargaining agent. 


	
 

	
 


	
 

	
1.

	
An Employee shall qualify as an Eligible Employee entitled to Normal
 Retirement Benefits under Article III only if such Employee is employed by an
 Employer, as well as those Kennecott Employees with vested and accrued
 benefits under the Kennecott Pension Plan (as defined in Paragraph BF of this
 Article I) and otherwise satisfies the applicable requirements of Article
 III. The foregoing Employees shall not qualify as Eligible Employees for
 purposes of the Retirement Credit Balance Benefits provided under Article IV.
 


	
 

	
 

	
 


	
 

	
2.

	
An Employee shall qualify as an Eligible Employee entitled to
 Retirement Credit Balance Benefits under Article IV only if such Employee is
 employed by the Kennecott Companies, was a participant in the Kennecott
 Defined Contribution Plan and otherwise satisfies the applicable requirements
 of Article IV. The foregoing Employees shall not qualify as Eligible
 Employees for purposes of the Normal Retirement Benefits provided under
 Article III. 





6









	
 

	
 

	
 


	
U.

	
“Eligible
 Spouse” shall mean that spouse to whom a Participant is married during the
 12-month period ending on either the Annuity Starting Date or the date of his
 death whichever occurs earlier. To the extent provided under a “qualified
 domestic relations order” as described in Section 414(p) of the Code, the
 term Eligible Spouse shall mean a former spouse in addition to or in place of
 the Participant’s current spouse. 


	
 

	
 


	
V.

	
“Employee”
 shall mean a person currently employed by the Employer, any portion of whose
 income is subject to withholding of income tax and/or for whom Social
 Security or railroad retirement contributions are made by the Employer, as
 well as any other person qualifying as a common law employee of the Employer
 “Employee” shall also include any Leased Employee deemed to be an Employee as
 provided in Sections 414(n) or 414(o) of the Code. 


	
 

	
 


	
W.

	
 “Employer” shall mean the Company and any
 other corporation, partnership or sole proprietorship which has adopted or
 hereafter adopts the Plan with the approval of the Company. In addition, for
 purposes of determining an Employee’s Hours of Service, the term “Employer”
 includes:


	
 

	
 


	
 

	
1.

	
Any
 corporation or trade or business which is or was a member of a controlled
 group of corporations, a group of businesses under common control or an
 affiliated service group (within the meaning of Section 414(b), (c), (m), and
 (o) of the Code respectively) of which an Employer adopting the Plan is a
 member, but only for such period as the corporation or trade or business and
 the adopting Employer are or were considered members of the group; 


	
 

	
 

	
 


	
 

	
2.

	
Any
 corporation or trade or business which is a predecessor employer, if this
 Plan is a successor plan to the predecessor employer’s qualified plan; 


	
 

	
 

	
 


	
 

	
3.

	
Any corporation
 or trade or business for which a Leased Employee performs services, but only
 for such period as the Leased Employee performs such services; and 


	
 

	
 

	
 


	
 

	
4.

	
Any
 corporation or trade or business which has been acquired directly or
 indirectly by the Company, provided that such corporation or trade or
 business shall be treated as an Employer under this Play only during such
 Plan Years as are designated by the Board of Directors of the Company, and
 only with respect to those persons employed by such corporation or trade or
 business on the date it was acquired by the Company. 


	
 

	
 

	
 


	
X.

	
“Enrolled
 Actuary” shall mean a person enrolled by the Joint Board for the Enrollment
 of Actuaries under ERISA who has been engaged by the Administrator to prepare
 valuations, establish appropriate assumptions, and complete all required
 actuarial reports. 


	
 

	
 


	
Y.

	
“Entry Date”
 shall mean the date upon which an Eligible Employee first becomes a
 Participant, which shall be the Effective Date or the first day of each month
 thereafter. 





7









	
 

	
 

	
 


	
Z.

	
“ERISA”
 shall mean the Employee Retirement Income Security Act of 1974, as amended. 


	
 

	
 


	
AA.

	
“Fiscal
 Year” shall mean the accounting period used by the Company on the Effective
 Date for federal income tax purposes, which currently is the twelve (12)
 month period ending December 31st of each year. 


	
 

	
 


	
AB.

	
“Hour of
 Service” shall mean each hour for which an Employee is: 


	
 

	
 


	
 

	
1.

	
Directly or
 indirectly paid or entitled to payment by the Employer for the performance of
 duties. 


	
 

	
 

	
 


	
 

	
2.

	
Directly or
 indirectly paid or entitled to payment by the Employer on account of a period
 of time during which no duties were performed (irrespective of whether the
 employment relationship was terminated) due to vacation, holiday, illness,
 incapacity (including disability), layoff, jury duty, military duty, or leave
 of absence authorized under Paragraph D of Article II. However, no more than
 501 House of Service shall be credited under this Subparagraph 2 on account
 of any single continuous period (except for hours credited due to salary
 continuation or paid temporary disability leave) during which the Employee
 performs no duties (whether or not such period occurs in a single computation
 period). Payments made or due under a plan maintained by the Employer solely
 to comply with applicable workers’ compensation, unemployment compensation,
 or disability insurance law, or to reimburse an Employee for medical or
 medically-related expenses shall not be considered as payments by the
 Employer for purposes of this Subparagraph; 


	
 

	
 

	
 


	
 

	
3.

	
Absent from
 work by reason of the pregnancy of the Employee, the birth of a child of the
 Employee, the placement of a child with the Employee in connection with the
 adoption of the child by the Employee, or the care of such child by the Employee
 for a period immediately following birth or placement. No more than 501 Hours
 of Service shall be credited under this Subparagraph 3 by reason of any one
 pregnancy or placement. Hours of Service credited under this Subparagraph 3
 shall be credited solely for purposes of determining whether a One-Year Break
 in Service has occurred in a computation period. All Hours of Service
 credited under this Subparagraph 3 shall be credited only in the computation
 period in which the absence from work begins if any of such Hours of Service
 are required in that computation period to avoid a One-Year Break in Service.
 If none of the Hours of Service credited under this Subparagraph 3 are
 required to avoid a One-Year Break in Service in the computation period in which
 the absence begins, then the Hours of Service will be credited to the next
 computation period. An Employee will be credited with 8 Hours of Service for
 each day of absence covered by this Subparagraph. Credit will be given
 pursuant to this Subparagraph 3 only after the Employee furnishes to the
 Administrator such timely information as the Administrator may reasonably
 require to establish that the absence is for a reason described in this
 Subparagraph;





8









	
 

	
 

	
 


	
 

	
4.

	
Either
 awarded back pay or for which the Employer agrees to pay such back pay,
 irrespective of mitigation of damages. An Hour of Service received under this
 Subparagraph 4 shall be credited to that computation period for which the
 award was granted. The same Hours of Service shall not be credited both under
 either Subparagraph 1 or 2, as the case may be, and under this Subparagraph
 4. Hours of Service for which back pay is awarded or agreed to with respect
 to periods described in Subparagraph 2 shall be subject to the limitations
 set forth in that Subparagraph; or 


	
 

	
 

	
 


	
 

	
5.

	
Temporary
 absence due to injuries arising out of and in the course of the Company’s
 employ shall be recognized in computing benefits; provided, however, that
 such temporary absence shall cease when the employee is physically capable of
 returning to work for the Company. Solely for the purpose of computing
 benefits, the period of absence shall be credited with earnings and hours of
 service to the extent that would have been received if the employee had not
 been injured. Only injuries causing an absence exceeding sixty (60) days or
 more shall be recognized under the provisions of this Paragraph. 


	
 

	
 

	
 


	
 

	
For purposes
 of Subparagraphs 2 and 4 of this Paragraph AB, and for purposes of
 Subparagraph 1 in the case of an Employee for whom records of hours worked
 are not required by applicable law to be kept, an Employee shall be credited
 with 95 Hours of Service for each semi-monthly pay period for which he would
 have been required to be credited with an Hour of Service. Hours of Service shall
 be credited to the applicable computation period in accordance with
 Department of Labor Regulation Section 2530.200b-2(b) and (c). 


	
 

	
 


	
AC.

	
“Key
 Employee” shall mean, with respect to Plan Years beginning prior to January
 1, 2002, an Employee or former Employee and their Beneficiaries who, within
 the meaning of Section 416(i) of the Code and the regulations thereunder, is
 or at any time during the four preceding Plan Yeas has been: 


	
 

	
 


	
 

	
1.

	
An officer
 of the Employer whose annual compensation exceeds 50% of the amount in effect
 under Section 415(b)(1)(A) of the Code for any such Plan Year; 


	
 

	
 

	
 


	
 

	
2.

	
One of the
 ten (10) Employees whose annual compensation from the Employer exceeds the
 limitation in effect under Section 415(c)(1)(A) of the Code and who owns or
 is considered as owning more than a one-half percent (1/2%) ownership
 interest and one of the ten largest percentage ownership interests in the
 Employer; 


	
 

	
 

	
 


	
 

	
3.

	
A five
 percent (5%) owner of the Employer; or 


	
 

	
 

	
 


	
 

	
4.

	
A one
 percent (1%) owner of the Employer having an annual compensation of more than
 $150,000. 





9









	
 

	
 

	
 


	
 

	
For purposes
 of this definition, no more than fifty employees (or, if less than fifty,
 either three employees or ten percent of all employees, whichever is greater)
 shall be treated as officer. In addition, for purposes of determining
 ownership percentages hereunder, the constructive ownership rules of Section
 318 of the Code shall apply as provided by Section 416(i)(1)(B) of the Code.
 For purposes of Subparagraph 2, if two Employees have the same interest in
 the Employer, the Employee having greater annual compensation from the
 Employer shall be treated as having a larger interest. For purposes of
 determining the number of officers taken into account under Subparagraph AC-1
 above, employees described in Section 414(q)(8) of the Code shall be
 excluded. For purposes of determining compensation for years beginning after
 1988, Total Compensation shall be used in addition to elective and
 salary-reduction contributions made by any 401(k) plan of the Employer, a
 simplified employee pension plan, a cafeteria plan, and a tax-sheltered
 annuity. Paragraph AR and Paragraph AX of this Article I governs the
 determination of Top-Heavy Plan and Key Employees for Plan Years beginning on
 and after January 1, 2002. 


	
 

	
 


	
AD.

	
“Leased
 Employee” shall mean a person (other than an Employee) who has performed
 services (i) under primary direction or control by the Employer, (ii) on a
 substantially fulltime basis for a period of at least one (1) year, (iii)
 either directly or indirectly for the Employer (or for the Employer and
 related persons determined in accordance with Section 414(n)(6) of the Code),
 and (iv) pursuant to a written or oral agreement between the Employer and any
 other person. For purposes of this Plan, Leased Employees shall be treated as
 follows: 


	
 

	
 


	
 

	
1.

	
Contributions
 and benefits provided to the Leased Employee by the person who has entered
 into the agreement with the Employer, which are attributable to services
 performed for the Employer, shall be treated as provided by the Employer. 


	
 

	
 

	
 


	
 

	
2.

	
Service
 provided by the individual who becomes a Leased Employee to the person who
 has entered into the agreement with the Employer, which are attributable to
 services performed for the Employer, shall be treated as provided under this
 Plan. 


	
 

	
 

	
 


	
 

	
The term
 “Leased Employee” shall include a person described above who is covered by a
 qualified money purchase pension plan of the other person who has entered
 into the agreement with the Employer which provides (i) a Unintegrated
 employer contribution rate of at least ten percent (10%) of compensation as
 defined in Section 415(c)(3) of the Code including amounts contributed
 pursuant to a salary reduction agreement which are excludable from his gross
 income under Sections 125, 402(e)(3), 402(h), and 403(b) of the Code, (ii)
 immediate participation, and (iii) immediate and full vesting. 


	
 

	
 


	
AE.

	
“Non-Key
 Employee” shall mean any Employee who is not a Key Employee. 


	
 

	
 


	
AF.

	
“Normal
 Form” shall mean an annuity payable monthly for the life of the Participant.
 The first monthly payment shall be made as of the first day of the month
 coincident 





10









	
 

	
 

	
 


	
 

	
with or next
 following the Participant’s Normal Retirement Date with the last payment as
 of the first day of the month in which the recipient’s death occurs. 


	
 

	
 


	
AG.

	
“Normal
 Retirement” shall mean retirement on or after the Participant’s Normal
 Retirement Age. In the case of a Participant who continues in the employ of
 the Employer after reaching such Normal Retirement Age, ‘Normal Retirement’
 shall mean retirement on the delayed retirement date, which is the date of
 the Participant’s actual termination of employment. When such Participant
 actually retires, he shall then be entitled to a Delayed Retirement Benefit
 in accordance with Article III. Notwithstanding the foregoing, if a
 Participant continues employment, but not in ‘Section 203(a)(3)(B) service’
 under Department of Labor Regulation 29 CFR Section 2530.203-3, payment shall
 commence to the Participant as if the Participant had terminated employment
 as of his Normal Retirement Age and benefits will continue to accrue under
 the Plan. Effective as of April 16, 2008, a Participant that is entitled to a
 Retirement Credit Balance Benefit under Article IV is not required to attain
 their Normal Retirement Age as a condition precedent to benefit entitlement
 if the Participant has a Termination of Employment (as defined in Paragraph
 BI of this Article I) with the Employer prior to the Participant’s attainment
 of the Participant’s Normal Retirement Age. 


	
 

	
 


	
AH.

	
“Normal
 Retirement Age” shall mean the earlier of: 


	
 

	
 


	
 

	
(1)

	
Age 60 if
 the Participant has not less than thirty (30) Years of Service with the
 Company while covered under this Plan; or 


	
 

	
 

	
 


	
 

	
(2)

	
Age 65. 


	
 

	
 

	
 


	
AI.

	
“Normal
 Retirement Benefit” shall mean a monthly benefit in the Normal Form as
 determined pursuant to Article III of this Plan. 


	
 

	
 


	
AJ.

	
“Normal
 Retirement Date” shall mean the first day of the month coinciding with or
 next following a Participant’s attainment of Normal Retirement Age. 


	
 

	
 


	
AK.

	
“One-Year
 Break in Service” shall mean, with respect to any Employee, a computation
 period during which the Employee is credited with 500 or fewer Hours of
 Service. Except as provided in Paragraph B of Article II, the Plan Year shall
 be the computation period. 


	
 

	
 


	
AL.

	
“Participant”
 shall mean any Eligible Employee who has become a participant of this Plan,
 in accordance with Article II of this Plan. Notwithstanding the foregoing,
 effective as of April 16, 2008, an Eligible Employee hereunder shall become a
 Participant solely with respect to either the Normal Retirement Benefits
 provided under Article III or the Retirement Credit Balance Benefits provided
 under Article IV, but shall not become a Participant for purposes of the
 benefits provided under both Articles III and IV. 


	
 

	
 


	
AM.

	
“Plan” shall
 mean the Hecla Mining Company Retirement Plan, as set forth herein, and any
 amendments hereto. Effective as of April 16, 2008, the Plan is intended to 





11









	
 

	
 


	
 

	
constitute a
 statutory hybrid plan within the meaning of Section 411(a)(13) of the Code
 which, in part, provides benefits based upon the balance of a Participant’s
 hypothetical account. 


	
 

	
 


	
AN.

	
“Plan Year”
 shall mean the twelve (12) month period ending December 31st. 


	
 

	
 


	
AO.

	
“Social
 Security Retirement Age” shall mean age sixty-five (65) for individuals born
 before January 1, 1938, age sixty-six (66) for individuals born before
 January 1, 1955 and age sixty-seven (67) for individuals born on or after
 January 1, 1955. 


	
 

	
 


	
AP.

	
“Social
 Security Taxable Wage Base” shall mean the contribution and benefit limit in
 effect under Section 3121(a)(1) of the Code. 


	
 

	
 


	
AQ.

	
“Spousal
 Consent” shall mean an Eligible Spouse’s written consent which acknowledges
 the effect of the Participant’s election and is witnessed by a Plan
 representative or a notary public. Once made, consent shall be irrevocable
 unless the Participant changes his Beneficiary designation or revokes his
 election to waive the qualified joint and survivor annuity or the qualified
 pre-retirement survivor annuity, as applicable; upon such event, consent and
 shall be deemed to be revoked. Notwithstanding the foregoing, Spousal Consent
 is not required if the Participant establishes to the satisfaction of a Plan
 representative that such written consent may not be obtained because there is
 no Eligible Spouse or that the Eligible Spouse cannot be located. In
 addition, no Spousal Consent is necessary if the Participant has been legally
 separated or abandoned within the meaning of local law and the Participant
 provides the Plan representative with a court order to that effect, so long
 as such court order does not conflict with a qualified domestic relations
 order. If the Eligible Spouse is legally incompetent to consent, the Eligible
 Spouse’s legal guardian may consent on her behalf, even if the legal guardian
 is the Participant. If the Eligible Spouse has consented to the designation
 of a trust as the Participant’s Beneficiary, Spousal Consent is not required
 for the designation of or change in trust beneficiaries. 


	
 

	
 


	
AR.

	
“Top-Heavy
 Plan” shall mean, subject to Section AX of the Plan effective as of January
 1, 2002: (1) a plan in which, as of the “determination date,” the aggregate
 of “accounts” of Key Employees exceeds sixty percent (60%) of the aggregate
 of “accounts” of all employees under the plan; and (2) each plan which is
 included in an “aggregation group” if such group is a top-heavy group, as
 determined under Section 416(g)(2) of the Code. For purposes of this
 Paragraph: (a) “determination date” means the last day of the immediately
 preceding Plan Year or, in the case of the first Plan Year, the last day of
 such year. Where two or more plans are aggregated, the plans will be
 aggregated by adding together the results for each plan as of the
 determination dates for such plans which fall in the same calendar year; (b)
 “accounts” means the sum of all accounts maintained for the employee
 determined as of the most recent valuation date occurring within the
 twelve-month period ending on the determination date (or, in the case of a
 defined benefit plan, the present value of the cumulative accrued benefits
 determined as of the valuation date used for computing plan costs for minimum
 funding purposes), including distributions made with respect to such employee
 under the plan during the five (5) year period ending on the 





12









	
 

	
 

	
 

	
 


	
 

	
“determination
 date,” but excluding, however, rollover contributions, the account of a
 Non-Key Employee who was formerly a Key Employee, the account of an individual
 who has not performed services for the Employer at any time during the give
 (5) year period ending on the determination date, and further excluding those
 amounts attributable to deductible employee contributions (as defined in
 Section 72)(o)(5)(A) of the Code); and (c) “aggregation group” means (i) each
 plan of the Employer in which a Key Employee participates, and each other
 plan of the Employer which enables a plan in which a Key Employee
 participates to meet the requirements of Section 401(a)(4) or Section 410 of
 the Code (including a terminated plan maintained within the last five (5)
 year period ending on the ‘determination date”), and (ii) any other plan
 maintained by the Employer which the Company elects to include within the
 group, provided the resulting group satisfies Section 401(a)(4) and Section
 410 of the Code. In determining the cumulative accrued benefits of a defined
 benefit plan for purposes of this Paragraph, the actuarial assumptions
 specified by the defined benefit plan for this purpose shall be utilized. If
 differing actuarial assumptions are specified for two or more defined benefit
 plans, then the actuarial assumptions for the defined benefit plan including
 the largest number of employees in the first year any defined benefit plan is
 included within the aggregation group shall be utilized. Solely for the
 purpose of determining if the Plan, or any other plan in a required
 aggregation group of which this Plan is a part, is a Top Heavy Plan, the
 accrued benefit of an Employee other than a Key Employee shall be determined
 (a) under the method, if any, that uniformly applies for accrual purposes
 under all plans maintained by the Employer, or (b) if there is no such
 method, as if such benefit accrued not more rapidly than the slowest accrual
 rate permitted under the fractional accrual rate of Section 411(b)(1)(C) of
 the Code. 


	
 

	
 


	
AS.

	
“Total
 Compensation” shall mean all amounts paid or made available to an Employee
 which are treated as compensation under Treasury Regulation Section 1.415-2(d)(2),
 and are not excluded from compensation under Treasury Regulation Section
 1.415-2(d)(3). 


	
 

	
 


	
 

	
1.

	
Items
Includable as Compensation. For purposes of applying the limitations of
Section 415 of the Code, the term “compensation” includes:  


	
 

	
 

	
 


	
 

	
 

	
(a) 

	
The
 Participant’s wages, salaries, fees for professional services and other
 amounts received for personal services actually rendered in the course of
 employment with an Employer maintaining the Plan (including, but not limited
 to, commissions paid to salesmen, compensation for services on the basis of a
 percentage of profits, commissions on insurance premiums, tips, bonuses,
 fringe benefits, reimbursements, and expense allowances).


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
In the case
 of a Participant who is an employee within the meaning of Section 401(c)(1)
 of the code and the regulations thereunder, the Participant’s earned income
 (as described in Section 401(c)(2) of the code and the regulations
 thereunder). 





13









	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
For purposes
 of subsections (a) and (b) of this Subparagraph, earned income from sources
 outside the United States (as defined in Section 911(b) of the Code, whether
 or not excludable from gross income under Section 911 of the Code). 


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
Amounts
 described in Sections 104(a)(3), 105(a) and 105(h) of the Code, but only to
 the extent that these amounts are includable in the gross income of the
 employee. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(e)

	
Amounts paid
 or reimbursed by the Employer for moving expenses incurred by an employee,
 but only to the extent that these amounts are not deductible by the employee
 under Section 217 of the Code. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(f)

	
The value of
 a non-qualified stock option granted to an employee by the Employer, but only
 to the extent that the value of the option is includable in the gross income
 of the employee for the taxable year in which granted. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(g)

	
The amount
 includable in the gross income of an employee upon making the election
 described in Section 83(b) of the Code.


	
 

	
 

	
 

	
 


	
 

	
2.

	
Items Not
Includable as Compensation. The term “compensation” does not include items
such as:  


	
 

	
 

	
 


	
 

	
 

	
(a)

	
Contributions
 made by the Employer to a plan of deferred compensation to the extent that,
 before the application of the Code Section 415 limitations to that plan, the
 contributions are not includable in the gross income of the employee for the
 taxable year in which contributed. In addition, Employer contributions made
 on behalf of an employee to a simplified employee pension described in
 Section 408(k) of the code are not considered as compensation for the taxable
 year in which contributed to the extent such contributions are deductible by
 the employee under Section 219(b)(7) of the Code. Additionally, any
 distributions from a plan of deferred compensation are not considered as
 compensation for Code Section 415 purposes, regardless of whether such
 amounts are includable in the gross income of the employee when distributed.
 However, any amounts received by an employee pursuant to an unfunded
 non-qualified plan may be considered as compensation for Code Section 415
 purposes in the year such amounts are includable in the gross income of the
 employee. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
Amounts
 realized from the exercise of a non-qualified stock option, or when
 restricted stock (or property) held by an employee either becomes freely
 transferable or is no longer subject to a substantial risk of forfeiture
 under Section 83 of the Code and the regulations thereunder. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
Amounts
 realized from the sale, exchange or other disposition of stock acquired under
 a qualified stock option. 





14









	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
Other amounts
 which receive special tax benefits, such as premiums for group term life
 insurance (but only to the extent that the premiums are not includable in the
 gross income of the employee), or contributions made by an Employer (whether
 or not under a salary reduction agreement) toward the purchase of an annuity
 contract described in Section 403(b) of the Code (whether or not the
 contributions are excludable from the gross income of the employee). 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Except as
 otherwise provided in this Plan, Total Compensation shall be determined on
 the basis of the Plan Year.


	
 

	
 

	
 

	
 


	
AT.

	
“Total
 Disability” shall mean total and permanent disability determined by a medical
 examiner of the Company’s choice. 


	
 

	
 


	
AU.

	
“Trust”
 shall mean the trust established pursuant to Article X of this Plan. 


	
 

	
 


	
AV.

	
“Trustees”
 shall mean the trustee or trustees of the Trust established pursuant to this
 Plan. 


	
 

	
 


	
AW.

	
“Year of
 Service” shall mean a computation period during which an Employee is credited
 with not less than 1,000 Hours of Service with the Employer. Except as
 provided in Paragraph B of this Article II, the Plan Year shall be the
 computation period. 


	
 

	
 


	
AX.

	
“Modification
 of Top-Heavy Rules” shall apply for purposes of determining whether the Plan
 is a top-heavy plan under section 416(g) of the Code for Plan Years beginning
 after December 31, 2001, and whether the Plan satisfies the minimum benefits
 requirements of section 416(g) of the Code for such years. 


	
 

	
 


	
 

	
1.

	
The term
 “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 $150,000 (effective as of January 1, 2008, as increased to
 $160,000 effective January 1, 2009), as adjusted under Section 416(i)(1) of
 the Code for subsequent Plan Years, 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 “415 Compensation” as
 reflected in Subparagraph AX-4. 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. 


	
 

	
 

	
 


	
 

	
2.

	
The
 following shall apply for purposes of determining the present values of
 accrued benefits and the amounts of account balances of employees as of the
 determination date. 


	
 

	
 

	
 


	
 

	
 

	
(a)

	
Distributions
 during year ending on the determination date. The present values of accrued
 benefits and the amounts of account balances





15









	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
of an
 employee as of the determination date shall be increased by the distributions
 made with respect to the employee under the Plan and any Plan aggregated with
 the Plan under Section 416(g)(2) of the Code during the 1-year period ending
 on the determination date. The preceding sentence shall also apply with
 distributions under a termination plan which, had it not been terminated,
 would have been 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
 from service, death, or disability, this provision shall be applied by
 submitting “5-year period” for “1-year period”.


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
Employees not
 performing services during year ending on the determination date. The accrued
 benefits and accounts of any individual who has not performed services for
 the employer during the 1-year period ending on the determination date shall
 not be taken into account. 


	
 

	
 

	
 

	
 


	
 

	
3.

	
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 shall be disregarded to the extent that such
 services 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. 


	
 

	
 

	
 


	
 

	
4.

	
For purposes
 of this Paragraph AX, “415 Compensation” shall mean all amounts paid or made
 available by the Employer to a Participant in a Plan Year that would
 constitute Compensation if paid to a Participant by the Employer. Effective
 as of January 1, 2008, 415 Compensation shall include any Compensation paid
 by the later of (a) 2 1⁄2 months after a Participant’s severance from the
 service of the Employer, or (b) by the end of the Plan Year that includes the
 date of the Participant’s severance from employment if: (i) the payment is
 regular compensation for services during the Participant’s regular working
 hours or outside of those hours, and would have been paid to the Participant
 prior to the severance from employment had the Participant remained employed
 (such as overtime or shift differential), (ii) payment is for unused accrued
 sick, vacation or other leave, but only if the Participant would have been
 able to use the leave had they remained employed, and (iii) payment received
 from an unfunded nonqualified deferred compensation plan, if such payment
 would have been made at the same time the Participant severed from employment
 had they remained employed. Except as provided herein, 415 Compensation shall
 not include severance pay or similar post-severance payments. This definition
 shall comply with the Treasury Regulations issued under Section 415(c) of the
 Code effective as of January 1, 2008, and shall be interpreted and construed
 in accordance therewith. 


	
 

	
 

	
 


	
AY.

	
“Phased
 Retirement Date” shall mean the first day of the month coinciding with or
 next following a Participant’s election of Phased Retirement Benefits. 





16









	
 

	
 

	
 


	
AZ.

	
“Phased
 Retirement Benefit” shall mean a monthly benefit in the Normal Form as
 determined pursuant to Article III of this Plan. 


	
 

	
 


	
BA.

	
“Highly
 Compensated Employee” means an Employee who, during the Plan Year or during
 the preceding 12-month period: 


	
 

	
 


	
 

	
(a)

	
is more than
 5% owner of the Employer (applying the constructive ownership rules of
 Section 318 of the Code, 


	
 

	
 

	
 


	
 

	
(b)

	
has
 Compensation in excess of $80,000 (as adjusted by the Commissioner of
 Internal Revenue for the relevant year); 


	
 

	
 

	
 


	
 

	
If the
 Employee satisfies the definition in clause (b), in the Plan Year but does
 not satisfy clause (b) during the preceding 12-month period and does not
 satisfy clause (a) in either period the Employee is a Highly Compensated
 Employee only if he is one of the 100 most highly compensated Employees for
 the Plan Year. 


	
 

	
 


	
 

	
For purposes
 of this Section BA, “Compensation” means Compensation as defined in Section K
 of this Article I. 


	
 

	
 


	
 

	
The term
 “Highly Compensated Employee” also includes any former Employee who separated
 from Service (or has a deemed Separation from Service, as determined under
 Treasury regulations) prior to the Plan Year, performs no Service for the
 Employer during the Plan Year, and was a Highly Compensated Employee either
 for the separation year or any Plan Year ending on or after his 55th
 birthday. 


	
 

	
 


	
BB.

	
“Military
 Service” Notwithstanding any provision of this Plan to the contrary,
 contributions, benefits and service will be provided in accordance with
 Section 414(u) of the Code. 


	
 

	
 


	
BC.

	
“Kennecott
 Companies” shall mean the Kennecott Greens Creek Mining Company and the
 Kennecott Juneau Mining Company. Effective as of and after April 16, 2008,
 Eligible Employees of the Kennecott Companies shall be eligible to
 participate in the Plan solely with respect to the either the Normal
 Retirement Benefits provided under Article III or the Retirement Credit
 Balance Benefits provided under Article IV. 


	
 

	
 


	
BD.

	
“Kennecott
 Employees” shall mean employees of the Kennecott Companies prior to, as of
 and after April 16, 2008. 


	
 

	
 


	
BE.

	
“Kennecott
 Defined Contribution Plan” means the Rio Tinto America, Inc. Investment
 Partnership Plan, a tax-qualified defined contribution plan, within the
 meaning of Section 401(a) of the Code, and subject to the requirements of
 ERISA. 


	
 

	
 


	
BF.

	
“Kennecott
 Pension Plan” means the Rio Tinto America, Inc. Retirement Plan, a
 tax-qualified defined benefit plan, within the meaning of Section 401(a) of
 the Code, and subject to the requirements of ERISA. 





17









	
 

	
 


	
BG.

	
“Kennecott Pension Participants” shall mean Eligible Employees of the
 Kennecott Companies with vested and accrued benefit entitlement under the
 Kennecott Pension Plan; provided, however, such term shall not include
 Kennecott Employees who elected, as of September 30, 2007, to cease benefit
 accrual under the Kennecott Pension Plan and to commence participation in the
 Kennecott Defined Contribution Plan as of October 1, 2007. 


	
 

	
 


	
BH.

	
“Retirement Credit Balance Benefits“ shall mean a Participant’s
 Accrued Benefit as determined under Article IV. 


	
 

	
 


	
BI.

	
“Termination of Employment“
 shall mean a Participant’s separation from service of the Employer by reason
 of his resignation, retirement, discharge, disability or death.


	
 

	
 


	
BJ.

	
“Distribution Calendar Year” A calendar year for which a minimum
 distribution is required. For distributions beginning before the
 Participant’s death, the first Distribution Calendar Year is the calendar
 year immediately preceding the calendar year which contains the Participant’s
 required beginning date (within the meaning of Paragraph P of Article III.)
 For distributions beginning after the Participant’s death, the first
 Distribution Calendar Year is the calendar year in which distributions are
 required to begin pursuant to Paragraph P-10 of Article III.


	
 

	
 


	
BK.

	
“Date of Distribution” shall mean the date the Participant’s
 benefit under the Plan commences based upon the Participant’s (with Spousal
 Consent, if applicable) election of a Retroactive Annuity Starting Date as
 provided in Paragraph X of Article III.


	
 

	
 


	
BL.

	
“Retroactive Annuity Starting Date” A
 benefit commencement date (which constitutes an annuity starting date within
 the meaning of Section 417(f) of the Code) affirmatively elected by the
 Participant that occurs on or before the date on which the Administrator
 provides the written explanation of the Qualified Joint and Survivor Annuity
 as required by Paragraph X of Article III, in accordance with Section
 417(a)(3) of the Code.





ARTICLE II

ELIGIBILITY AND PARTICIPATION


An Eligible Employee shall become a Participant of the Plan in
accordance with the following requirements; provided, however, that an Eligible
Employee who is employed on the Effective Date shall become a Participant of
the Plan on that date; and provided further, that an Eligible Employee who was
a Participant of the Plan prior to the effective date of this amendment shall
continue to be a Participant of the Plan under the terms and conditions set
forth herein:


	
 

	
 

	
 


	
A.

	
Service
 Requirement


	
 

	
 


	
 

	
1.

	
Each Eligible Employee who has completed one (1) Year of Service as
 an Eligible Employee shall become a Participant of the Plan as of the Entry
 Date coincident with or next following the last day of the Eligibility
 Computation Period during which such period of service is completed.





18









	
 

	
 

	
 


	
 

	
 

	
Effective January 1, 1995, each Eligible Employee who has completed
 one (1) Year of Service shall become a Participant of the Plan as of the
 Entry Date coincident with or next following the last day of the Eligibility
 Computation Period during which such period of service is completed.


	
 

	
 

	
 


	
 

	
2.

	
An Eligible Employee who satisfies the service requirements of
 Subparagraph 1 but who is not an Eligible Employee on the Entry Date shall
 become a Participant of the Plan immediately upon again becoming an Eligible
 Employee.


	
 

	
 

	
 


	
 

	
3.

	
Effective as of April 16, 2008, each person employed by the Kennecott
 Companies as of April 15, 2008, and who participated in the Kennecott Defined
 Contribution Plan or the Kennecott Pension Plan as of such date, shall become
 a Participant in the Plan on April 16, 2008. Each Eligible Employee hired by
 the Kennecott Companies as of and after April 16, 2008, who has completed one
 (1) Year of Service as an Eligible Employee shall become a Participant of the
 Plan as of the Entry Date coincident with or next following the last day of
 the Eligibility Computation Period during which such period of service is completed.
 


	
 

	
 

	
 


	
B.

	
Eligibility
 Computation Period


	
 

	
 

	
 


	
 

	
For purposes of Article II, the initial Eligibility Computation
 Period shall be the twelve (12) consecutive month period commencing with the
 date on which an Employee first performs an Hour of Service for the Employer.
 Subsequent Eligibility Computation Periods will be the Plan Year, commencing
 with the Plan Year which includes the first anniversary of the date the
 Employee first performs an Hour of Service.


	
 

	
 

	
 


	
C.

	
Participation


	
 

	
 

	
 


	
 

	
Participation in the Plan continues until a Participant terminates by
 Early Retirement, Normal Retirement, by delayed retirement, by reason of
 Total Disability, death or Termination of Employment with the Employer and
 has a One-Year Break in Service. An Employee whose participation in the Plan
 has terminated shall become a Participant again on the date he again becomes
 an Eligible Employee and completes the service requirement of Paragraph IIA.
 Effective as of April 16, 2008, an Employee of the Kennecott Companies whose
 participation in the Plan has terminated shall become a Participant again on
 the date he is rehired and otherwise satisfies the requirements of Paragraph
 IIA-3. An Employee whose participation in the Plan has terminated but who has
 not received all benefits under the Plan shall be a ‘former Participant.’ For
 the purpose of establishing a One-Year Break in Service hereunder, the
 applicable computation period shall be the Eligibility Computation Period as
 defined in Paragraph B of Article II hereof.





19









	
 

	
 


	
D.

	
Leaves of
 Absence


	
 

	
 


	
 

	
A Participant’s employment is not considered terminated for purposes
 of the Plan while he is on leave of absence with the consent of the Employer,
 provided that he returns to the employ of the Employer at the expiration of
 such leave. Leaves of absence shall mean leaves granted by the Employer, in
 accordance with written rules uniformly applied to all Employees, for reasons
 of health or public service or for reasons determined by the Employer to be
 in its best interests. A Participant’s employment shall also not be deemed to
 have terminated while he is a member of the Armed Forces of the United
 States, provided that he returns to the employment of the Employer within
 ninety (90) days (or such longer period as may be prescribed by law) from the
 date he first became entitled to his discharge. Participants who do not
 return to the employ of the Employer within sixty (60) days following the end
 of the leave of absence, or within the required time in case of service with
 the Armed Forces, shall be deemed to have terminated their employment as of
 the date when their leaves of absence began, unless such failure to return
 was the result of Early Retirement, Normal Retirement, delayed retirement,
 Total Disability or death.


	
 

	
 


	
E.

	
Suspended
 Participation


	
 

	
 


	
 

	
A Participant who ceases to be an Eligible Employee, but who has not
 separated from the service of the Employer, shall become a suspended
 Participant. During the period of suspension, no amounts which are based on
 his Compensation or Total Compensation from and after the date of suspension
 shall be used to determine his Accrued Benefit under Article III. However,
 the Participant shall continue to vest in his Accrued Benefit, and he shall
 be entitled to benefits in accordance with the other provisions of the Plan
 while he is a suspended Participant. Notwithstanding the foregoing, effective
 as of April 16, 2008, a Participant’s Retirement Credit Balance Benefits
 entitlement under Article IV shall continue to be credited with interest,
 pursuant to the assumptions set forth in Paragraph B-2 of Article I, during
 the Participant’s period of suspension.


	
 

	
 


	
F.

	
Inactive
 Participation


	
 

	
 


	
 

	
A Participant who has fewer than 1,000 Hours of Service in any Plan
 Year, but who is not separated from the service of the Employer, shall be an
 inactive Participant for such Plan Year. No amounts which are based on his
 Compensation or Total Compensation shall be used to determine his Accrued
 Benefit for such Plan Year. Provided, however, effective as of April 16,
 2008, a Participant’s Retirement Credit Balance Benefits entitlement under
 Article IV shall continue to be credited with interest, pursuant to the
 assumptions set forth in Paragraph B-2 of Article I, during the Participant’s
 period of inactive participation.





20









	
 

	
 


	
G.

	
Reemployment
 After Retirement


	
 

	
 


	
 

	
If a Participant is reemployed by the Employer in “Section
 203(a)(3)(B) service” after commencing benefit payments, the Participant’s
 payments will be suspended and benefits will continue to accrue as described
 in Subparagraph D-1 of Article III and Subparagraph B of Article IV. Benefit
 payments will recommence as of the Participant’s delayed retirement date and
 will be determined as provided in Paragraph H of Article III, and Paragraph B
 of Article IV. The employer shall adopt written procedures relating to this
 Paragraph G which comply with Department of Labor Regulation 29 CFR Section
 2530.203-3; these written procedures shall be provided to Participants by
 personal delivery or first class mail during the first payroll period in
 which the Plan withholds payments or the first calendar month that his
 benefits are suspended. The preceding suspension provisions shall not apply
 to a Participant during the first twenty-four (24) months following the
 Participant’s Phased Retirement Date for purposes of Article III.





ARTICLE
III

NORMAL RETIREMENT BENEFITS


	
 

	
 


	
A.

	
Benefit
 Eligibility


	
 

	
 


	
 

	
Effective as of April 16, 2008, the Normal Retirement Benefits
 described in this Article III shall apply solely with respect to: (1)
 Eligible Employees who are employed by an Employer and who are Participants
 in the Plan as of April 16, 2008; (2) Eligible Employees who are employed by
 an Employer other than the Kennecott Companies after April 16, 2008; and (3)
 Eligible Employees of the Kennecott Companies who participated in the
 Kennecott Pension Plan prior to April 16, 2008. An Eligible Employee employed
 by the Kennecott Companies as of and after April 16, 2008, who was not
 formerly a participant in the Kennecott Pension Plan with vested and accrued
 retirement benefits thereunder, shall not be eligible to receive any benefit
 to which this Article III applies. Notwithstanding the foregoing, Kennecott
 Employees with vested and accrued benefits under the Kennecott Pension Plan
 who elected, as of September 30, 2007, to cease benefit accrual under the
 Kennecott Pension Plan and to commence participation in the Kennecott Defined
 Contribution Plan as of October 1, 2007, shall not be eligible to receive a
 Normal Retirement Benefit as provided under this Article III. Instead, such
 Kennecott Employees shall be eligible to receive solely those Retirement
 Credit Balance Benefits under Article IV. 


	
 

	
 


	
B.

	
Waiver of
 Employer Contributions


	
 

	
 


	
 

	
Notwithstanding anything herein to the contrary, contributions by an
 Employer may be waived in whole or in part in any Plan Year during which a
 substantial business hardship has been sustained, as determined in writing by
 the Secretary of the Treasury pursuant to Section 412(d) of the Code.





21









	
 

	
 

	
 

	
 


	
C.

	
Annual
 Valuation


	
 

	
 

	
 

	
 


	
 

	
As soon as practical after the end of each Plan Year or after the
 removal or resignation of the Trustee, the Trustee shall determine the fair
 market value of the Trust Fund as of the close of the Plan Year (or the close
 of the shorter period ending with such resignation or removal), using
 procedures in accordance with generally accepted accounting principles.


	
 

	
 

	
 

	
 


	
D.

	
Normal
 Retirement Benefit


	
 

	
 

	
 

	
 


	
 

	
1.(a)

	
Subject to the Annual Overall Disparity provisions of Subparagraph
 D-3(a) and to the provisions of Paragraphs E and F of this Article III, each
 Participant who is not an Employee on or after July 1, 2000, upon attainment
 of his Normal Retirement Age, shall be entitled to receive a Normal
 Retirement Benefit equal to one-twelfth (1/12) of the sum of (a)(i) and (ii):


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
1.0% (subject to Subparagraph D-3 below) of such Participant’s
 Average Compensation multiplied by the number of years of Credited Service,
 plus


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
0.50% (subject to Subparagraph D-3 below) of such Participant’s
 Excess Compensation multiplied by the number of years of Credited Service.


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Subject to the Annual Overall Disparity provisions of Subparagraph
 D-3(a) and to the provisions of Paragraphs E and F of this Article III, each
 Participant who is an Employee on or after July 1, 2000, upon attainment of
 his Normal Retirement Age, shall be entitled to receive a Normal Retirement
 Benefit equal to one-twelfth (1/12) of the sum of (b)(i) and (ii):


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
1.0% (subject to Subparagraph D-3 below) of such Participant’s
 Average Compensation multiplied by the number of years of Credited Service,
 plus


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
0.75% (subject to Subparagraph D-3 below) of such Participant’s
 Excess Compensation multiplied by the number of years of Credited Service.


	
 

	
 

	
 

	
 


	
 

	
 

	
The number of years of Credited Service taken into account for any
 Participant under Subparagraph D-1(a)(ii) and D-1(b)(ii) above shall not
 exceed such Participant’s Cumulative Disparity Limit as determined under
 Subparagraph D-3(b) of this Article III.


	
 

	
 

	
 

	
 


	
 

	
For purposes of this Paragraph D, “Excess Compensation” shall mean
 for any Plan Year the amount by which a Participant’s Average Compensation
 exceeds the Participant’s Covered Compensation for such Plan Year.





22









	
 

	
 

	
 

	
 


	
2.

	
For any Participant whose Average Compensation is sufficient to
 generate a retirement benefit, said retirement benefit shall be not less than
 a minimum of $13.33 per month.


	
 

	
 

	
 

	
 


	
3.

	
Notwithstanding any other provision of this Plan to the contrary, if
 the Employer also maintains or maintained another qualified plan that
 provides for, or provided for, permitted disparity, the following provisions
 shall apply:


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Annual Overall Disparity. In any Plan Year
 beginning after December 31, 1988, in which any Participant accrues a benefit
 under this Plan, and under another qualified plan of the Employer (including
 a simplified employee pension plan as defined in Section 408(k) of the Code),
 that provides for permitted disparity (or imputes disparity) under Section
 401(1) of the Code and the regulations thereunder, the benefit of all
 Participants under this Plan shall be equal to the base benefit percentage,
 as entered into the benefit formula in Subparagraph D-1(a) of this Article
 III, multiplied by the Participant’s Average Compensation. In the event that
 this Subparagraph D-3(a) is applicable, this Plan shall have a Fresh-Start
 Date on the last day of the Plan Year preceding the Plan Year in which this
 Subparagraph is first applied. Further, if in any subsequent Plant Year this
 Plan no longer benefits any Participant who also benefits under another
 qualified plan of the Employer (including a simplified employee pension plan
 as defined in Section 408(k) of the Code), that provides for permitted
 disparity (or imputes disparity) under Section 401(1) of the Code and the
 regulations thereunder, this Plan shall have a Fresh-Start Date on the last
 day of the Plan Year preceding the Plan Year in which this Subparagraph is no
 longer applicable.


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Cumulative
 Disparity Limit. If a Participant of this Plan:


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
has benefited under one or more defined benefit plans of the Employer
 for a Plan Year beginning after December 31, 1991;


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
currently benefits or has ever benefited under one or more other
 qualified plans of the Employer (including a simplified employee pension plan
 as defined in Section 408(k) of the Code) that provide for, or provided for,
 permitted disparity; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
the number of years, when aggregated, in which such Participant
 benefits under all such plans using a formula that takes into account such
 permitted disparity exceeds thirty-five (35), then:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
The Participant’s benefit accrued under this Plan shall be restricted
 and limited to such Participant’s Cumulative Disparity Limit which shall be
 equal to thirty-five (35) less the number of years during which such
 Participant earned a year of credited service under one or more qualified
 plans ever maintained by the Employer (including a simplified employee
 pension plan as defined in Section 408(k) of the Code), other than years for
 which a Participant earned a year of





23









	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Credited Service under this Plan. For purposes of determining the
 Participant’s Cumulative Disparity Limit, all years ending in the same
 calendar year are treated as the same year. If the Participant’s Cumulative
 Disparity Limit is less than the period of years specified in Subparagraph
 D-1(b) of this Article III, then for years after the Participant reaches the
 Cumulative Disparity Limit and through the end of the period specified in
 Subparagraph D-1, the Participant’s benefit shall be equal to the excess
 benefit percentage, or, if less, the highest percentage permitted under the
 133-1/3 percent accrual rule of Section 411(b)(1)(B) of the Code, if
 applicable, multiplied by the Participant’s Average Compensation.


	
 

	
 

	
 

	
 


	
 

	
4.

	
Notwithstanding any provision of this Paragraph D to the contrary, if
 a Participant is entitled to a Minimum Annual Retirement Benefit pursuant to
 Paragraph E of this Article III, the Participant’s Normal Retirement Benefit
 shall be the greater of the benefit otherwise provided by this Paragraph D or
 the Minimum Annual Retirement Benefit.


	
 

	
 

	
 

	
 


	
 

	
5.

	
Benefits paid under this Subparagraph D shall be adjusted by the
 percentages and subject to the limitations set forth in Appendix I, as the
 Participants identified in that Appendix are shown from time to time.


	
 

	
 

	
 

	
 


	
 

	
6.

	
For purposes of determining the Normal Retirement Benefit of an
 Employee who becomes a Participant in the Plan as of and after April 16,
 2008, who formerly participated in the Kennecott Pension Plan as of April 16,
 2008, such Participant’s monthly Normal Retirement Benefit under this
 Paragraph D shall be adjusted by the sum of (a)(i) plus (a)(ii) below, minus
 the sum of (b)(i) plus (b)(ii) below.


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)(i)

	
1% of the Kennecott Pension Participant’s Average Monthly Final
 Earnings under the Plan multiplied by the Kennecott Pension Participant’s
 years of benefit service with the Kennecott Companies. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
1-2/3% of the Kennecott Pension Participant’s Average Monthly Final
 Earnings under the Plan in excess of the Participant’s Monthly Covered
 Compensation, multiplied by the Kennecott Pension Participant’s years of
 benefit service at the Kennecott Companies.


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)(i)

	
1% of the Kennecott Pension Participant’s Average Monthly Final
 Earnings under the Kennecott Pension Plan not in excess of the Participant’s
 Monthly Covered Compensation, multiplied by the Kennecott Pension
 Participant’s years of benefit service at the Kennecott Companies.


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
1-2/3% of the Kennecott Pension Participant’s Average Monthly Final
 Earnings under the Kennecott Pension Plan in excess of the Participant’s
 Monthly Covered Compensation, multiplied by the Kennecott Pension
 Participant’s years of benefit service at the Kennecott Companies.





24









	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
For purposes of Subparagraphs 6(a)(i), 6(a)(ii), 6(b)(i) and
 6(b)(ii), the terms ‘Average Monthly Final Earnings’ and ‘Monthly Covered
 Compensation’ shall mean as defined under the Kennecott Pension Plan, the applicable
 provisions of which are reflected in Appendix III hereto. To the extent the
 formula reflected in Subparagraph D-6(b) is inconsistent with the provisions
 of the Kennecott Pension Plan as reflected in Appendix III, the provisions of
 Appendix III shall govern and control, solely for the purpose of this
 Subparagraph D-6(b).


	
 

	
 

	
 

	
 

	
 


	
E.

	
Minimum
 Benefit Requirements


	
 

	
 

	
 

	
 

	
 


	
 

	
1.

	
Notwithstanding any provision of this Plan to the contrary, in any
 Plan Year in which the Plan is a Top-Heavy Plan, each Non-Key Employee who is
 a Participant shall accrue a Minimum Annual Retirement Benefit which shall be
 equal to the lesser of: (a) two percent (2%) of the Participant’s Average
 Annual Compensation multiplied by Years of Minimum Benefit Service, or (b)
 twenty percent (20%) of the Participant’s Average Annual Compensation.


	
 

	
 

	
 

	
 

	
 


	
 

	
2.

	
Notwithstanding any provision of this Paragraph E to the contrary, in
 any Plan Year in which this Plan is a Top-Heavy Plan, each Non-Key Employee
 Participant who is also covered by a defined contribution plan of the
 Employer shall accrue a Minimum Annual Retirement Benefit as provided by this
 Plan.


	
 

	
 

	
 

	
 

	
 


	
 

	
3.

	
For purposes
 of this Paragraph E, the term:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
“Minimum Annual Retirement Benefit” shall mean a benefit payable
 annually in the form of a single life annuity (with no ancillary benefits)
 beginning at the Normal Retirement Age.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
“Average Annual Compensation” shall mean the average of the Total
 Compensation for the Participant’s five (5) consecutive years which produce
 the highest such average. In the event a Participant has been such for fewer
 than five (5) years, such lesser period of participating service shall be 35
 used to determine Average Annual Compensation. Except to the extent otherwise
 provided in the Plan, a year shall not be included for purposes of
 determining Average Annual Compensation if:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Such year is
 not included in a Year of Service;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Such year
 ends with or within a Plan Year beginning before January 1, 1984; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
Such year
 begins after the close of the last year in which the Plan was a Top-Heavy
 Plan.





25









	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
“Years of Minimum Benefit Service” shall mean Years of Service, but
 excluding:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Years of
 Service prior to January 1, 1984;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Years of
 Service in which the Plan is not a Top-Heavy Plan; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
Years of
 Service in excess of ten (10) years.


	
 

	
 

	
 

	
 

	
 


	
F.

	
Maximum
 Benefit for any Participant


	
 

	
 

	
 

	
 

	
 


	
 

	
The amount of a Participant’s Normal Retirement Benefit shall be
 subject to the limitations of Section 415 of the Code as described under
 Article V of this Plan.


	
 

	
 

	
 

	
 

	
 


	
G.

	
Early
 Retirement Benefit


	
 

	
 

	
 

	
 

	
 


	
 

	
1.

	
Each Participant, upon Early Retirement, shall be entitled to receive
 an Early Retirement Benefit which shall be equal to his Accrued Benefit
 reduced by one-half percent (1/2%) for each month his Early Retirement Date
 precedes his Normal Retirement Date. Said benefit shall commence as of the
 first day of the month coincident with or next following the Participant’s
 Early Retirement Date.


	
 

	
 

	
 

	
 

	
 


	
 

	
2.

	
Early Retirement with Thirty (30) Years of Service. A Participant, or
 former Participant who has terminated with vested benefits, who has not less
 than thirty (30) Years of Service with the Company may retire on the first
 day of any month following his sixtieth (60) birthday. In such case, no
 actuarial reduction will be applied to the pension to be received. In
 addition, a former Participant who has not less than thirty (30) Years of
 Service and has attained the age of fifty-five (55), but who has not attained
 the age of sixty (60) and who has been terminated by the Company by reason of
 reduction of the work force, may retire on the first day of any moth
 following his termination on pension (1) to commence on the first day of the
 month following his sixtieth (60th) birthday in the amount accrued
 to him on the date of his actual retirement, or (2) to commence at this
 option on the first day of any month after his termination by the Company by
 reason of a reduction of work force and before this sixtieth (60th)
 birthday, but the amount of his pension shall be reduced by one-half (1/2) of
 one percent (1%) for each month which the date payments commence precedes age
 sixty (60). For purposes of this Subparagraph G-2, Years of Service while
 covered under the Lucky Friday Pension Plan shall be included.





26









	
 

	
 


	
 

	
Notwithstanding
 the foregoing, if a Participant’s retirement benefit commences at or prior to
 age sixty (60) with actuarial reduction from age sixty (60) under the terms
 of this Subparagraph, the percentage under Subparagraph D-1(a) of this
 Article III shall be increased as follows:








	
 

	
 

	
 

	
 

	
 


	
Benefit
Commencement Age 

	
 

	
Social
Security Retirement Age 


	
 

	
 

	
 


	
 

	
 

	
66


	
 

	
67



	
 

	
 

	
 

	
 

	
 


	
60

	
 

	
   .025%

	
 

	
   .050%


	
59

	
 

	
.020

	
 

	
.045


	
 

	
 

	
 

	
 

	
 


	
Benefit
Commencement Age 

	
 

	
Social
Security Retirement Age 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
66


	
 

	
67



	
 

	
 

	
 

	
 

	
 


	
58

	
 

	
.015

	
 

	
.040


	
57

	
 

	
.010

	
 

	
.035


	
56

	
 

	
.005

	
 

	
.036


	
55

	
 

	
.006

	
 

	
.034








	
 

	
 


	
H.

	
Delayed
 Retirement Benefit


	
 

	
 


	
 

	
If a Participant continues to be employed (or is reemployed by the
 Employer) after attaining Normal Retirement Age in “section 203(a)(3)(B)
 service” under Department of Labor Regulation 29 CFR Section 2530.203-3,
 payments shall not commence (or, in the case of reemployment, shall be
 suspended) until the Participant’s delayed retirement date. Such Participant,
 upon Normal Retirement on a delayed retirement date, shall be entitled to
 receive a Delayed Retirement Benefit which shall be the Normal Retirement
 Benefit based on years of Credited Service and Average Compensation through
 the Participant’s actual retirement date. The Plan shall give notice to such
 Participant as required under Department of Labor Regulation 29 CFR Section
 2530.203-3(b)(4) no later than the end of the first calendar month or payroll
 period in which the Plan delays the commencement of payments (or suspends
 payments due to reemployment). Notwithstanding the foregoing, if a
 Participant continues to be employed (or is reemployed by the Employer) after
 attaining Early Retirement Age. Benefits will accrue while such Participant
 remains employed as described in Article III and the amount of the payments
 will be recalculated each year as of the last day of the Plan Year to reflect
 those additional benefits. The increase in the Participant’s Accrued Benefit
 will be offset by the Actuarial Equivalent of the benefits received during the
 Plan Year. This Section III – H shall not apply to a Participant who has
 elected a Phased Retirement Date.


	
 

	
 


	
I.

	
Death
 Benefit


	
 

	
 


	
 

	
In the event of the death of vested Participant prior to such
 Participant’s Normal Retirement Age or Annuity Starting Date, such
 Participant’s Beneficiary shall be entitled to receive a Death Benefit
 payable pursuant to the provisions of Paragraph K of this Article III.





27









	
 

	
 

	
 


	
J.

	
Disability
 Retirement Benefit


	
 

	
 

	
 


	
 

	
A Participant who has ten (10) Years of Service and who, while in the
 employ of the Company and covered under this Plan prior to his Normal
 Retirement Date, is found to be totally and permanently disabled by a medical
 examiner of the Company’s choice, and whose disability is not covered by any
 Worker’s Compensation Act or Occupational Disease Law, shall be retired on
 the first of any month following the date he was determined to be totally
 disabled and be entitled to a monthly pension allowance equal to that pension
 he would receive for normal retirement based upon his service to his
 disability retirement date. In the event a Participant is totally and
 permanently disabled prior to completing the aforenoted ten (10) Years of
 Service, then, for purposes of accumulating the required ten (10) Years of
 Service described in this Paragraph J, time during which an Employee or
 former Employee is receiving benefits under a Hecla Mining Company
 non-occupational disability plan, insurance or related plan for permanent
 disability, or workmen’s compensation plan paid for by the Company, shall be
 taken into account for the purposes of computing Years of Service up to a
 total of ten (10) years, but not for the purposes of computing any accrued
 benefits payable.


	
 

	
 

	
 


	
 

	
An Employee will not be entitled to disability benefits under this
 Paragraph if the Total Disability resulted form his having been engaged in a
 criminal enterprise or from habitual drunkenness or addiction to narcotics or
 was from a self-inflicted injury or resulted from service in the Armed Forces
 after the effective date of the Plan or for which the employee receives a
 military pension. Provided also that if the Participant should recover so as
 to be able to return to the service of the Company, the pension provided by
 the Paragraph shall be suspended. If any such pensioner is restored at any
 age to active service as an Employee, his disability pension shall cease and
 his participant in the Plan shall be renewed.


	
 

	
 

	
 


	
 

	
The Company shall have the right, prior to his Normal Retirement
 Date, to require any participant receiving a monthly disability pension
 allowance pursuant to this Paragraph to be examined by a physician of the
 Company’s choice not more often than once in each calendar year to determine
 if he continues to be disabled, as a condition to his continuing to receive
 the disability pension allowance prior to his Normal Retirement Date. If the
 Company determines, at any time prior to his Normal Retirement Date, than any
 such Participant is not disabled, his disability pension allowance shall
 cease.


	
 

	
 

	
 


	
K.

	
Eligible
 Spouse’s Survivor Benefits


	
 

	
 

	
 


	
 

	
1.

	
If a Participant dies on or after his Annuity Start Date with respect
 to such benefit, effective as of December 12, 2002, the Participant’s
 Eligible Spouse, if any, shall receive:





28









	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
A benefit in the form of a qualified joint and survivor annuity as
 set forth in Paragraph L of this Article III, and


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
If the deceased Participant’s Annuity Start Date was prior to July 1,
 1986, a monthly benefit payable for thirty-six (36) consecutive months equal
 to the lesser of $75.00 and the monthly retirement benefit the Participant
 was receiving from the Plan immediately prior to his death.


	
 

	
 

	
 

	
 


	
 

	
2.

	
If a vested Participant dies before his Annuity Starting Date with
 respect to such benefit, the Participant’s Eligible Spouse, if any, shall
 receive the portion of the Participant’s Accrued Benefit which is not being
 distributed in the form of a qualified joint and survivor annuity as a
 qualified pre-retirement survivor annuity unless otherwise elected as
 provided below. A “qualified pre-retirement survivor annuity” means an
 immediate survivor annuity for the life of the Eligible Spouse. Payments to
 the Participant’s Eligible Spouse under such annuity shall be the same as the
 amounts which would be payable as a survivor annuity under a qualified joint
 and survivor annuity (or the Actuarial Equivalent thereof) if:


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
In the case of a Participant who dies after the earliest date on
 which he could elect to commence benefits under the Plan, such Participant
 had retired with an immediate qualified joint and survivor annuity on the day
 before his death. The qualified pre-retirement survivor annuity shall be
 calculated as of the Participant’s death.


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
In the case of a Participant who dies on or before the earliest date
 on which he could elect to commence benefits under the Plan, such
 Participant: had (i) separated form service on the earlier of actual
 separation of service or the date of death, (ii) survived until the earliest
 date on which he could elect to commence benefits under the Plan, (iii)
 retired with a benefit in the form of an immediate qualified joint and
 survivor annuity at that time, and (iv) dies on the day thereafter. The
 qualified pre-retirement survivor annuity shall be calculated as of the
 earliest date on which the Participant could elect to commence benefits.


	
 

	
 

	
 

	
 


	
 

	
3.

	
If a vested Participant dies before his Annuity Starting Date while
 in the active employ of the Company, the Participant’s Eligible Spouse, if
 any, shall receive a monthly benefit of one-half (1/2) of the Participant’s
 monthly Accrued Benefit as of the date of his death.


	
 

	
 

	
 

	
 


	
L.

	
Qualified
 Joint and Survivor Annuity


	
 

	
 

	
 

	
 


	
 

	
Unless the Participant elects otherwise as provided in Subparagraph
 L-2 below, the Committee shall direct the Trustee to distribute on behalf of
 a vested Participant a benefit in the form of a qualified joint and survivor
 annuity for all distributions to the Participant.





29









	
 

	
 

	
 


	
 

	
1.

	
The term “qualified joint and survivor annuity” means an immediate
 annuity for the life of the Participant if he does not have an Eligible
 Spouse or, if he has an Eligible Spouse, an annuity which is the Actuarial
 Equivalent of the Normal Form for the life of the Participant with a survivor
 annuity for the life of his Eligible Spouse. The survivor annuity percentage
 shall be fifty percent (50%) of the amount of the annuity payable during the
 joint lives of the Participant and his Eligible Spouse.


	
 

	
 

	
 


	
 

	
2.

	
Notwithstanding the foregoing, a Participant may elect to waive the
 qualified joint and survivor annuity and thereby receive an alternate form of
 distribution asset forth in Paragraph N of this Article III. Such waiver must
 be made within the one hundred and eighty (180) day period (ninety (90) day
 period prior to January 1, 2008) ending on the Participants Annuity Starting
 Date with respect to such benefit. A Participant may subsequently revoke an
 election to waive a qualified joint and survivor annuity and elect again to
 waive the qualified joint and survivor annuity at any time and any number of
 times prior to such Annuity Starting Date. All such elections and revocations
 shall be in writing. Any election to waive a qualified joint and survivor
 annuity (1) must specify the alternate form of distribution elected, (2) must
 be accompanied by the designation of a specific nonspouse beneficiary
 (including any class of beneficiaries or any contingent beneficiaries) who
 will receive the benefit upon the Participant’s death, if applicable, and (3)
 must be accompanied by a Spousal Consent, to the extent required under
 Paragraph AQ of Article I.


	
 

	
 

	
 


	
 

	
3.

	
Such designation of a joint and survivor annuity or exercise of the
 election to waive the joint and survivor annuity made before retirement shall
 become effective on the date of retirement. Any designation, change in
 designation or election to waive the joint and survivor annuity made after
 retirement shall become effective two (2) years after the date of such change
 of designation or election provided that both the Participant and his spouse
 must be alive at the end of the two (2) year period (unless (i) the
 Participant died from accidental causes, (ii) failure to give effect to the
 election or revocation would deprive the survivor of a survivor annuity and
 (iii) the election or revocation was made before the accident occurred). No designation
 of survivor pension amount, change in designation of survivor pension amount
 or election to take without survivor benefits shall affect any pensions
 payable prior to the date such respective exercise becomes effective. If the
 spouse dies after the Participant’s retirement, the Participant shall have no
 right to designate another, change the pension amount, or elect to waive the
 joint and survivor annuity.


	
 

	
 

	
 


	
M.

	
Deferred
 Vested Benefit


	
 

	
 

	
 


	
 

	
1.

	
A Participant who ceases to be an Employee for reasons other than
 death, Total Disability or retirement shall be entitled to a deferred vested
 benefit, commencing as of his Normal Retirement Date, which shall be equal to
 his Accrued Benefit at termination of employment multiplied by his vested
 percentage determined pursuant to Article VI.





30









	
 

	
 

	
 

	
 


	
 

	
2.

	
A Participant eligible for a termination benefit who ceased to be an
 Employee after satisfying the service requirements for an Early Retirement
 Benefit but before satisfying the age requirement for such Early Retirement
 Benefit shall be entitled upon satisfaction of the age requirement to elect
 to commence to receive his deferred vested benefit. The amount paid pursuant
 to this Subparagraph M-3 shall be the Actuarial Equivalent of the deferred
 vested benefit he would have received at his Normal Retirement Date.


	
 

	
 

	
 

	
 


	
N.

	
Distributions
 Prior to Early Retirement Age


	
 

	
 

	
 

	
 


	
 

	
Distributions prior to Early Retirement Age are not allowed except
 for payment of disability benefits, lump-sum payments of under $3,500, Early
 Retirement Window Benefit payments, or Early Retirement Window Additional
 Benefit payments.


	
 

	
 

	
 

	
 


	
O.

	
Optional
 Form of Benefit


	
 

	
 

	
 

	
 


	
 

	
1.

	
Effective for distributions made after December 31, 1992, a
 Participant or Beneficiary who is entitled to receive an Eligible Rollover
 Distribution may direct the Committee to pay all or a portion of such
 distribution directly to an Eligible Retirement Plan, in lieu of paying such
 amount to the Participant or Beneficiary, pursuant to Paragraph Q of this
 Article III. Except as provided in Paragraph L, a Participant may elect to
 receive his retirement benefits in any forms described in Subparagraph O(2)
 of this Article III, provided that distributions may be made only over one of
 the following periods (or a combination thereof):


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
The life of
 the Participant;


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
The life of
 the Participant and his Beneficiary;


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
A period
 certain not extending beyond the life expectancy of the Participant; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
a period certain not extending beyond the joint and last survivor
 expectancy of the Participant and his designated Beneficiary.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
An election to receive a Plan distribution under any method set forth
 in this Paragraph O for an Annuity Starting Date which occurs on or after the
 Participant’s Normal Retirement Age shall apply to all subsequent
 distributions mad eon behalf of the Participant. The form of benefit selected
 shall be the Actuarial Equivalent of the Normal Form of benefit.


	
 

	
 

	
 

	
 


	
 

	
2.

	
Optional forms of benefits are as follows, each of which shall be the
 Actuarial Equivalent of the Normal Form:


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
An annuity
 payable over the life of the Participant.





31









	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
A joint and survivor annuity payable over the life of the Participant
 with a continuation of 100%, 66 2/3% or 50% of the benefit to the spouse of
 the Participant upon the death of the Participant. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
A joint and survivor annuity with pop-up payable over the life of the
 Participant with a continuation of 100%, 66 2/3% or 50% of the benefit to the
 spouse of the Participant upon the death of the Participant. If the
 Participant’s spouse predeceases the Participant, the benefit payable to the
 Participant shall revert to its original amount as if the joint and survivor
 option had not been elected. 


	
 

	
 

	
 

	
 


	
 

	
3.

	
If the Participant’s Eligible Spouse is not the designated
 beneficiary, the method of distribution selected must assure that at least
 fifty percent (50%) of the present value of the amount available for
 distribution is paid within the Participant’s life expectancy; and payments
 under such distribution method shall comply with Treasury Regulation Section
 1.401(a)(9)-2 Q&A-6(b). 


	
 

	
 

	
 

	
 


	
 

	
4.

	
Notwithstanding anything to the contrary in this Article III, if a
 Participant ceases to be an Employee for any reason and the Actuarial
 Equivalent present value of his vested Accrued Benefit derived from Employer
 and Employee contributions (including rollovers) is equal to or less than
 $3,500 on the date distributions commence, the Committee shall pay as soon as
 practicable to the Participant or his Beneficiary, as the case may be, the
 Actuarial Equivalent present value of his vested Accrued Benefit in a lump-sum.
 No distribution may be made under the preceding sentence after the
 Participant’s Annuity Starting Date unless the Participant and his Eligible
 Spouse consent thereto in a manner which is comparable to the Spousal Consent
 requirements in Paragraph AQ of Article I. A Participant who has no vested
 right in his Accrued Benefit shall be deemed to have received a distribution
 of his entire vested Accrued Benefit as of the date he terminated
 participation in the Plan. The Actuarial Equivalent of lump-sum payments
 shall be determined in accordance with Subparagraph B-3 of Article I. 


	
 

	
 

	
 

	
 


	
 

	
5.

	
If any monthly annuity benefit payable under the Plan is $10 or less,
 the Plan may make benefit payments in less frequent intervals of one (1) year
 or less. 


	
 

	
 

	
 

	
 


	
 

	
6.

	
A Participant who is entitled to receive an Early Retirement Window
 Additional Benefit may elect to receive the Actuarial Equivalent present
 value of such benefit in a lump-sum. 


	
 

	
 

	
 

	
 


	
P.

	
Time of
 Distribution 


	
 

	
 

	
 

	
 


	
 

	
1.

	
The Committee must provide the Participant with a “general notice of
 distribution” no less than thirty (30) and no more than one hundred and
 eighty (180) days (ninety (90) days prior to January 1, 2008) before the
 Participant’s Annuity Starting Date. Such notice must be in writing and must
 set forth the following information: (i) an explanation of the eligibility
 requirements for, 





32









	
 

	
 

	
 

	
 


	
 

	
 

	
the material features of, and the relative values of the alternate
 forms of benefits available under Paragraphs L and O of this Article III, and
 (ii) the Participant’s right to defer receipt of a Plan distribution under
 Subparagraphs P-3 and P-4 of this Article III. This general notice also shall
 include (a) the terms and conditions of a qualified joint and survivor
 annuity; (b) the Participant’s right to make, and the effect of, an election
 to waive the qualified joint and survivor annuity; (c) the rights of the
 Participant’s Eligible Spouse; and (d) the right to make, and the effect of,
 a revocation of an election to waive a qualified joint and survivor annuity.
 Such notice shall be given to the Participant in person, by mailing, by
 posting, or by placing it in an Employer publication which is distributed in
 such a manner as to be reasonable available to such Participant. If the
 notice is to be posted, it shall be posted at the location within the
 Participant’s principal place of employment which is customarily used for
 employer notices to employees with regard to labor-management relation
 matters. Notice under this Paragraph P is not required if the present value
 of the Participant’s vested Accrued Benefit is less than or equal to $3,500.


	
 

	
 

	
 

	
 


	
 

	
2.

	
Upon receipt of the general notice of distribution, a Participant may
 consent in writing to receive a distribution of his vested Accrued Benefit to
 be distributed at the time and in the manner set forth in this Article III.
 The Participant’s consent to receive such distribution prior to his Normal
 Retirement Age must be accompanied by the written consent of the
 Participant’s Eligible Spouse, if married, which is comparable to the Spousal
 Consent requirements in Paragraph AQ of Article I, unless the distribution is
 to be made in the form of a joint and survivor annuity. Notwithstanding
 anything contained herein to the contrary, as provided in Paragraph X of this
 Article III, a Participant (with Spousal Consent, if applicable) may elect a
 Retroactive Annuity Starting Date, in which case the issuance of the written
 explanation described in Paragraph P of this Article III shall be provided as
 required in Paragraph X. 


	
 

	
 

	
 

	
 


	
 

	
3.

	
Subject to the maximum deferral requirements of Subparagraphs P-5 and
 P-6 of this Article III, a Participant may elect to defer receipt of a Plan
 distribution, provided that such election is in writing, describes the form
 of benefit payment, indicates the date the distribution is to commence, and
 is signed by the Participant. To the extent not inconsistent with
 Subparagraph P-4 below, in the event that the Participant does not elect to
 defer receipt of his distribution, payment of a Participant’s Accrued Benefit
 shall be gin not later than the 60th day after the latest of the
 close of the Plan Year in which: 


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
The Participant attains the earlier of age sixty-five (65) or Normal
 Retirement Age; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
Occurs the tenth (10th) anniversary of the year in which
 the Participant entered the Plan; or 


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
The Participant terminates employment with the Employer. 





33









	
 

	
 

	
 

	
 


	
 

	
4.

	
In the event that the Participant has terminated employment and the
 Participant (and the Eligible Spouse, if applicable) neither consents to
 receive a Plan distribution nor elects to defer receipt of a Plan
 distribution, the Actuarial Equivalent present value of the Participant’s
 vested Accrued Benefit shall be distributed in the form of a qualified joint
 and survivor annuity upon the Participant’s Normal Retirement Date (or, such
 later date of termination), but in no event before the date the Participant
 attains Normal Retirement Age, if the Actuarial Equivalent present value of
 such vested Accrued Benefit derived from Employer and Employee contributions
 (including rollovers) exceeds $3,500 (or, if the present value of such vested
 Accrued Benefit exceeded $3,500 prior to such distribution, is less than or
 equal to $3,500 for distributions made after the initial distribution date).
 For purposes of this Subparagraph P-4, the determination whether the
 Actuarial Equivalent present value of the Participant’s vested Accrued
 Benefit is equal to or less than $3,500 shall be made in accordance
 Subparagraph B-3 of Article I. The Committee may distribute a benefit in the
 form of a qualified joint and survivor annuity to the Participant without his
 prior consent if such distribution is necessary to comply with Section 415 or
 411(b) of the Code. 


	
 

	
 

	
 

	
 


	
 

	
5.

	
Notwithstanding anything to the contrary contained in this Plan,
 other than the rules pertaining to pre-1984 elections described in
 Subparagraph P-6 below, distribution to a Participant shall commence no later
 than April 1st of the calendar year following the later of (a) the
 calendar year in which the Participant attains age seventy and one-half 70 1⁄2
 or (b) terminates employment. Notwithstanding the foregoing, distributions
 must commence to Employees who were five-percent (5%) owners (as defined in
 Section 416 of the Code) no later than April 1 of the calendar year following
 the year in which the Participant attains age seventy and one-half (70 1⁄2).
 Once distributions have begun to a five percent (5%) owner, such
 distributions must continue even if the Participant ceases to be a five
 percent (5%) owner in a subsequent year. If the amount of the required
 payment cannot be ascertained by the date payment is to commence, of if it is
 not possible to make such payment because of the Committee’s inability to
 locate the Participant after making reasonable efforts to do so, a payment
 retroactive to the required commencement date shall be made no later than
 sixty (60) days after the date the amount of such payment can be ascertained
 or the Participant is located. 


	
 

	
 

	
 

	
 


	
 

	
6.

	
Notwithstanding anything in this Paragraph P to the contrary, a
 Participant may receive a Plan distribution at a time and in a form different
 from that required under this Paragraph if such distribution is pursuant to a
 written election by a Participant which (a) was signed and filed with the
 Employer prior to January 1, 1984, (b) specified when Plan distributions
 shall begin and in what form they shall be paid, (c) indicated the
 Participant’s designated Beneficiary in the case of a distribution upon the
 Participant’s death, (d) satisfied the requirements of the Internal Revenue
 Code in effect immediately prior to the effective date of the Tax Equity and
 Fiscal Responsibility Act of 1982, (e) satisfies the requirements of
 Paragraph L of this Article III, and (f) 





34









	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
either was not changed or changed only to substitute or add another
 Beneficiary if such change did not affect the period over which distributions
 were to be made. The Company shall alter this election if it determines that
 such action is necessary to preserve the tax qualification of this Plan.


	
 

	
 

	
 

	
 

	
 


	
 

	
7.

	
The Participant’s Beneficiary may consent to receive benefits as soon
 as practicable after the Participant’s death. Such consent by a surviving
 spouse must be comparable to the Spousal Consent requirements in Subparagraph
 AQ of Article I. 


	
 

	
 

	
 

	
 

	
 


	
 

	
8.

	
A Beneficiary may elect to defer such distribution beyond the time
 specified in Subparagraph P-7 above, provided that such election is in
 writing, describes the form of benefit payment to be received, indicates the
 date distributions are to commence, is signed by the Beneficiary, and
 satisfies the requirements of Subparagraph P-10 of this Article III. 


	
 

	
 

	
 

	
 

	
 


	
 

	
9.

	
In the event that the Beneficiary neither consents to receipt a Plan
 distribution nor elects to defer receipt of a Plan distribution, the
 Beneficiary shall receive a Plan distribution as soon as practicable after
 the Participant’s death. Notwithstanding the foregoing but subject to
 Subparagraph P-10 below, if the Beneficiary is the Participant’s Eligible
 Spouse, the Beneficiary shall not receive a Plan distribution before the date
 the Participant attained or would have attained Normal Retirement Age if the
 present value of the Participant’s vested Accrued Benefit exceeds $3,500 at
 the time of distribution (or, if the present value of the Participant’s
 vested Accrued Benefit exceeded $3,500 prior to such distribution, is less
 than or equal to $3,500 for distributions made after the initial distribution
 date). For purposes of this Subparagraph P-9, the determination whether the
 Actuarial Equivalent present value of the Participant’s vested Accrued
 Benefit is equal to or less than $3,500 shall be made in accordance with
 Subparagraph B-3 of Article I. 


	
 

	
 

	
 

	
 

	
 


	
 

	
10.

	
Notwithstanding any provision of this Paragraph P to the contrary,
 any distribution to a Participant’s Beneficiary must comply with the
 following requirements effective as of January 1, 2003.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
If the Participant dies before distributions begin, the Participant’s
 entire interest will be distributed, or begin to be distributed, no later
 than as follows:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
If the Participant’s Eligible Spouse is the Participant’s sole
 Beneficiary, then distributions to the Eligible Spouse will begin by December
 31 of the calendar year immediately following the calendar year in which the
 Participant died, or by December 31 of the calendar year in which the
 Participant would have attained age 70-1⁄2, if later. 





35









	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
If the Participant’s Eligible Spouse is not the Participant’s sole
 Beneficiary, then distributions to the designated beneficiary will begin by
 December 31 of the calendar year immediately following the calendar year in
 which the Participant died. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
If there is no Beneficiary as of September 30 of the year following
 the year of the Participant’s death, the Participant’s entire interest will
 be distributed by December 31 of the calendar year containing the fifth
 anniversary of the Participant’s death. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iv)

	
If the Participant’s Eligible Spouse is the Participant’s sole
 Beneficiary and the Eligible Spouse dies after the Participant but before
 distributions to the Eligible Spouse begin, this Subparagraph P-10(a), other
 than Subparagraph P-10(a)(i), will apply as if the Eligible Spouse were the
 Participant. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
If the Participant’s interest is distributed in the form of an
 annuity purchased from an insurance company, distributions thereunder will be
 made in accordance with the requirements of Section 401(a)(9) of the Code and
 the Treasury Regulations. If the Participant’s interest is paid in the form
 of annuity distributions under the Plan, payments under the annuity shall
 satisfy the following requirements: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
The annuity distributions will be paid in periodic payments made at
 intervals not longer than one year. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
The distribution period will be over a life (or lives) or over a
 period certain not longer than the period described in this Paragraph P-10. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
Once payments have begun over a period certain, the period certain
 will not be changed even if the period certain is shorter than the maximum
 permitted. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iv)

	
Payments will either be nonincreasing or increase only as follows: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
By an annual percentage increase that does not exceed the annual
 percentage increase in a cost-of-living index that is based on prices of all
 items and issued by the Bureau of Labor Statistics; 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
To the extent of the reduction in the amount of the Participant’s
 payments to provide for a survivor benefit upon death, but only if the
 Beneficiary whose life was being used to determine the distribution period
 described in Subparagraph P-10(e) dies or is no longer the 





36









	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
Participant’s beneficiary pursuant to a qualified domestic relations
 order within the meaning of a Section 414(p) of the Code; or 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(C)

	
To pay increased benefits that result from a Plan amendment. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
The amount that must be distributed on or before the Participant’s
 required beginning date (or, if the Participant dies before distributions
 begin, the date distributions are required to begin under Subparagraph
 P-10(a)) is the payment that is required for one payment interval. The second
 payment need not be made until the end of the next payment interval even if
 that payment interval ends in the next calendar year. Payment intervals are
 the periods for which payments are received, e.g., bi-monthly, monthly,
 semi-annually, or annually. All of the Participant’s benefit accruals as of
 the last day of the first Distribution Calendar Year will be included in the
 calculation of the amount of the annuity payments for payment intervals
 ending on or after the Participant’s required beginning date.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
Any additional benefits accruing to the Participant in a calendar
 year after the first Distribution Calendar Year will be distributed beginning
 with the first payment interval ending in the calendar year immediately
 following the calendar year in which such amount accrues. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(e)

	
This Subparagraph P-10(e) shall govern the requirements for annuity
 distributions that commence during the Participant’s lifetime. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
If the Participant’s interest is being distributed in the form of a
 Qualified Joint and Survivor Annuity for the joint lives of the Participant
 and a nonspouse Beneficiary, annuity payments to be made on or after the
 Participant’s required beginning date to the designated beneficiary after the
 Participant’s death must not at any time exceed the applicable percentage of
 the annuity payment for such period that would have been payable to the
 Participant using the table set forth in Q&A-2 of Section 1.401(a)(9)-6T
 of the Treasury Regulations. If the form of distribution combines a Qualified
 Joint and Survivor Annuity for the joint lives of the Participant and a
 nonspouse Beneficiary and a period certain annuity, the requirement in the
 preceding sentence will apply to annuity payments to be made to the
 designated Beneficiary after the expiration of the period certain. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Unless the Participant’s Eligible Spouse is the sole Beneficiary and
 the form of distribution is a period certain and no life annuity, the period
 certain for an annuity distribution 





37









	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
commencing during the Participant’s lifetime may not exceed the
 applicable distribution period for the Participant under the Uniform Lifetime
 Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations for the
 calendar year that contains the annuity starting date. If the annuity
 starting date precedes the year in which the Participant reaches age seventy
 (70), the applicable distribution period for the Participant is the
 distribution period for age seventy (70) under the Uniform Lifetime Table set
 forth in Section 1.401(a)(9)-9 of the Treasury Regulations plus the excess of
 seventy (70) over the age of the Participant as of the Participant’s birthday
 in the year that contains the annuity starting date. If the Participant’s
 spouse is the Participant’s sole Beneficiary and the form of distribution is
 a period certain and no life annuity, the period certain may not exceed the
 longer of the Participant’s applicable distribution period, as determined
 under this Subparagraph, or the joint life and last survivor expectancy of
 the Participant and the Participant’s Eligible Spouse as determined under the
 Joint and Last Survivor Table set forth in a Section 1.401(a)(9)-9 of the
 Treasury Regulations, using the Participant’s and spouse’s attained ages as
 of the Participant’s and Eligible Spouse’s birthdays in the calendar year
 that contains the annuity starting date.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(f)

	
This Subparagraph P-10(f) shall govern the requirements for minimum
 distributions where the Participant dies before the date distributions begin.
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
If the Participant dies before the date distribution of his or her
 interest begins and there is a Beneficiary, the Participant’s entire interest
 will be distributed, beginning no later than the time described in
 Subparagraphs P-10(a)(i) or (a)(ii) over the life of the Beneficiary or over
 a period certain not exceeding: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
Unless the annuity starting date is before the first Distribution
 Calendar Year, the life expectancy of the designated Beneficiary determined
 using the beneficiary’s age as of the Beneficiary’s birthday in the calendar
 year immediately following the calendar year of the Participant’s death; or 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
If the annuity starting date is before the first Distribution
 Calendar Year, the life expectancy of the designated Beneficiary determined using
 the Beneficiary’s age as of the Beneficiary’s birthday in the calendar year
 that contains the annuity starting date. 





38









	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(g)

	
If the Participant dies before the date distributions begin and there
 is no designated Beneficiary as of September 30 of the year following the
 year of the Participant’s death, distribution of the Participant’s entire
 interest will be completed by December 31 of the calendar year containing the
 fifth anniversary of the Participant’s death. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(h)

	
If the Participant dies before the date distribution of his or her
 interest begins, the Participant’s Eligible Spouse is the Participant’s sole
 designated Beneficiary, and the Eligible Spouse dies before distributions to
 the surviving spouse begin, Subparagraphs P-10(f), (g) and (h) will apply as
 if the Eligible Spouse were the Participant, except that the time by which
 distributions must begin will be determined without regard to Subparagraph
 P-10(a). 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
11.

	
Notwithstanding any Plan provision to the contrary, all Plan
 distributions shall comply with the requirements of Section 401(a)(9) of the
 Code and the final Treasury Regulations thereunder. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
12.

	
Notwithstanding any other provisions of this Plan to the contrary,
 for Plan Years beginning on or after January 1, 1992, Benefits distributed
 under this Plan to those Participants and former Participants who are among
 the twenty-five (25) most highly compensated employees shall be subject to
 the following requirements: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
Such Benefits shall be restricted such that the annual payments so
 distributed shall be no greater than an amount equal to the payment that
 would be made on behalf of such Participant or former Participant under a
 single life annuity which is the Actuarial Equivalent, as determined in
 accordance with Paragraph B of Article I, of the sum of the Participant’s or
 former Participant’s Accrued Benefit multiplied by his vested percentage and
 the Participant’s or former Participant’s other Benefits under this Plan. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
The preceding Subparagraph P-12(a) shall not apply if:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
After payment of the Benefit to a Participant or former Participant
 described in this Subparagraph P-12, the value of Plan assets equals or
 exceeds one hundred ten percent (110%) of the value of current liabilities,
 as defined in Section 412(1)(7) of the Code, or 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
The value of the Benefits distributable to a Participant or former
 Participant described in this Subparagraph P-12 is less than one percent (1%)
 of the value of current liabilities, as defined in Section 412(1)(7) of the
 Code. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
For purposes of this Subparagraph P-12, Benefit includes any periodic
 income, any withdrawal values payable to a living Participant or former
 Participant, 





39









	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
and any death benefits not provided for by insurance on the
 Participant’s or former Participant’s life.


	
 

	
 

	
 

	
 

	
 

	
 


	
Q.

	
Direct Rollover Distributions to an Eligible Retirement Plan 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
1.

	
Effective for distributions made after December 31, 1992, a
 Participant or Beneficiary who is entitled to receive an Eligible Rollover
 Distribution may direct the Committee to pay all or a portion of such
 distribution directly to an Eligible Retirement Plan, in lieu of paying such
 amount to the Participant or Beneficiary. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
2.

	
The Committee shall establish reasonable rules and procedures with
 respect to elections to make direct rollover distributions to an Eligible
 Retirement Plan pursuant to this Paragraph Q. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
3.

	
The Committee shall treat the election by a Participant or
 Beneficiary to make or not make a direct rollover with respect to one payment
 in a series of periodic payments as applicable to all subsequent payments in
 the series unless the Participant or Beneficiary subsequently changes the
 election. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
4.

	
For purposes of this Paragraph Q and Subparagraph 0-1 of this Article
 III, the following definitions shall apply: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
“Eligible Rollover Distribution” shall mean any distribution of all
 or any portion of the balance to the credit of the Participant or
 Beneficiary, 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 Participant or Beneficiary, or the joint lives (or joint
 life expectancies) of the Participant or Beneficiary and such Participant’s
 or Beneficiary’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; and 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). 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
“Eligible Retirement Plan” shall mean an individual retirement
 account described in Section 408(a) of the Code, an individual retirement
 annuity described in Section 408(b) of the Code, an annuity plan described in
 Section 403(a) of the Code, or a qualified trust described in Section 401 (a)
 of the Code, that accepts the Participant’s or Beneficiary’s Eligible
 Rollover Distribution. However, in the case of an Eligible Rollover
 Distribution to the surviving spouse, an Eligible Retirement Plan is an individual
 retirement account or individual retirement annuity. 





40









	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
“Beneficiary” shall include a Participant’s former spouse who is the
 alternate payee under a qualified domestic relations order, as defined in
 Section 414(p) of the Code, with respect to the interest of the former
 spouse. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
5.

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


	
 

	
 

	
 

	
 

	
 

	
 


	
R.

	
Determination of Accrued Benefit Fresh-Start Rules 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
This Paragraph R shall apply to all Participants who have accrued
 benefits as of the Fresh-Start Date and are credited with at least one Hour
 of Service after that date. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
1.

	
Definitions. For purposes of this Paragraph
 R. the terms Normal Form, Normal Retirement Age and Plan shall be construed
 under the provisions of the Plan in effect on the latest Fresh-Start Date if
 such term is to be applied as of such latest Fresh-Start Date. Further, the
 following definitions shall apply unless indicated otherwise: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
“Fresh-Start Date” shall mean the last day of the Plan Year preceding
 the Plan Year for which any amendment of the Plan that directly or indirectly
 affects the amount of a Participant’s benefit determined under the current
 benefit formula (such as an amendment to the definition of Compensation used
 in the current benefit formula or a change in the Normal Retirement Age) is
 made effective. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
“Frozen Accrued Benefit” shall mean the amount of the Participant’s
 Accrued Benefit as of the latest Fresh-Start Date determined in accordance
 with the provisions of Subparagraph R-3 of this Article III. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
2.

	
Accrued Benefit Formula. Each Participant’s
 Accrued Benefit under the Plan shall be equal to the greater of (a) or the
 sum of (b) plus (c): 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
the Participant’s Accrued Benefit determined with respect to the
 current benefit formula as applied to the Participant’s total years of
 Credited Service under the Plan, or 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
the Participant’s Frozen Accrued Benefit, if any, plus 





41









	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
the Participant’s Accrued Benefit determined with respect to the
 current benefit formula as applied to the Participant’s years of Credited
 Service beginning after the latest Fresh-Start Date. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
3.

	
Frozen Accrued Benefit Determination The
 amount of the Participant’s Frozen Accrued Benefit shall be determined in
 accordance with the method described below: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
A Participant’s Frozen Accrued Benefit is the amount of the
 Participant’s Accrued Benefit determined in accordance with the provisions of
 the Plan in effect on the latest Fresh-Start Date, determined as if the
 Participant terminated employment with the Employer as of the latest
 Fresh-Start Date, without regard to any amendment made to the Plan after that
 date. If this Plan has not had a Fresh-Start Date, the Participant’s Frozen
 Accrued Benefit shall be zero (O). 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
If, as of the latest Fresh-Start Date, the amount of a Participant’s
 Frozen Accrued Benefit was limited by the application of Section 415 of the
 Code, the Participant’s Frozen Accrued Benefit shall be increased for years
 after the latest Fresh-Start Date to the extent permitted under Section
 415(d)(1) of the Code. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
If the Frozen Accrued Benefit of a Participant includes the top-heavy
 minimum benefits provided in Paragraph E of this Article III, the
 Participant’s Frozen Accrued Benefit shall be increased to the extent necessary
 to comply with the average compensation requirement of Section
 416(c)(1)(D)(i) of the Code. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
If, as of the latest Fresh-Start Date: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
the Plan’s Normal Form of benefit in effect on such latest
 Fresh-Start Date is not the same as the Normal Form of benefit under the Plan
 after the latest Fresh-Start Date, or


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
the Normal Retirement Age for any Participant on such latest
 Fresh-Start Date was greater than the Normal Retirement Age for such
 Participant after the latest Fresh-Start Date. 


	
 

	
 

	
 

	
 

	
 

	
 


	
S.

	
Pension
 Enhancement Option 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
The provisions of Article VIII notwithstanding, any Participant who
 has reached his annuity starting date (or who is retiring for disability) may
 elect to have such pension increased by the Actuarial Equivalent of any
 rollover contribution or elective transfer of funds, as provided in this
 Paragraph S. 





42









	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
1.

	
The pension enhancement is available to any Participant who commences
 to receive his Normal Retirement Benefit, Early Retirement Benefit, Delayed
 Retirement Benefit or Disability Retirement Benefit under this Plan. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
2.

	
The amount of such rollover or transfer shall not be less than
 $10,000 (ten thousand dollars). 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
3.

	
The funds rolled-over or transferred into this Plan must originate
 from the Participant’s account in the Hecla Mining Company Capital
 Accumulation Plan (“the 401(k) Plan”). Funds which are rolled-over from the
 401(k) Plan into an individual retirement account and subsequently
 rolled-over into this Plan will be considered to have originated in the
 401(k) Plan. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
4.

	
The rollover or transfer of funds must be described in the Internal
 Revenue Regulation 1.401(a)(4)-11(b). 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
5.

	
The increase in the amount of the Participant’s retirement benefit
 attributable to the rollover or transfer shall be made in the same form of
 payment as the retirement benefit (except as provided in Paragraph S7 of this
 Article III) and shall be the actuarial equivalent of the amount of the
 rollover or transfer determined using the following: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
An interest rate determined as of the first day of July each Plan
 Year. This interest rate will be equal to the weighted average interest rate
 based on the Plan’s allocation of assets as reported on the December 31st
 preceding the most recent July 1st. The weighted average interest
 rate for each Plan Year will equal the total of the products of the asset
 allocation percentage times the following rates of return: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
the Pension Benefit Guarantee Corporation (PBGC) immediate annuity
 rate for terminating single-employer pension plans in effect on January 1
 plus 2% (two percent) for fixed income investments, 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
the rate determined in 5(a)(i) above plus 3 1⁄2% (three and one-half
 percent) for equity investments, and 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
3 1⁄2% (three and one-half percent) for all other investments; and 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
Mortality under the 1983 Group Annuity Mortality table incorporating
 a blend of male and female mortality in equal proportions as published in
 Revenue Ruling 95-6. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
6.

	
The acceptance by the Plan of a rollover contribution or elective
 transfer and payment of any enhanced pension shall be subject to and
 conditioned upon meeting the Spousal Consent requirements of Paragraph AQ of Article
 I. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
7.

	
Upon the death of the Participant (and Beneficiary, if any) a single
 sum death benefit will be paid to the beneficiary designated for this purpose
 equal to the 





43









	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
excess, if any, of the amount of rollover or transfer over the total
 of the retirement benefits paid attributable to the rollover or transfer.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
8.

	
Enhanced pension benefits shall not be considered in connection with
 the benefit limitations described in Article V. 


	
 

	
 

	
 

	
 

	
 

	
 


	
T.

	
Early
 Retirement Window Benefit. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Any Participant who is an Employee and who meets the following
 requirements shall be entitled to receive an Early Retirement Window Benefit
 as provided in this Section T. Payment of the Early Retirement Window Benefit
 shall commence as of the first day of the first month following the
 Employee’s termination of employment. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
1.

	
Eligibility Requirements. To be eligible for the Early Retirement
 Window Benefit, the Employee must meet all of the following requirements: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
The Employee must terminate employment during the period starting
 December 1, 2001 and ending December 31, 2001. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
As of January 1, 2001, the Employee: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Must have attained at least age 48; 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Must have age plus Credited Service exceed 60; and 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
Must not be the chief officer of the Company 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
2.

	
Amount of Early Retirement Window Benefit. The amount of the Early
 Retirement Window Benefit shall be the greater of: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
The Early Retirement Benefit determined under Paragraph G of this
 Article III without the reduction in Subparagraph G-1, if applicable; or 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
The Early Retirement Benefit determined under Paragraph G of this
 Article III with five (5) years added to the Employee’s Credited Service. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
3.

	
Special Rules. The following rules shall apply to all Early
 Retirement Window Benefits and any subsequent retirement benefits that the
 Employee may become entitled to: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
Certain Employees may receive the Early Retirement Window Benefit
 even though, for bona fide business reasons as determined by the Company,
 they terminate employment within a reasonable period after December 31, 2001.
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
As provided for in Paragraph G of Article II, if an Employee who retires
 and receives an Early Retirement Window Benefit is re-employee by the
 Employer is section 203(a)(3)(B) service after 





44









	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
commencing benefit payments, the Employee’s payments will be
 suspended and benefits will continue to accrued as described in Subparagraph
 D-1 of Article III. Upon such Employee’s subsequent retirement, the Employee
 will be entitled to receive the greater of:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
The sum of the Employee’s Early Retirement Window Benefit plus the
 benefits which accrue under Article III for the period from the date of the
 Employee’s re-employment to the date of the Employee’s re-retirement reduced
 by the Actuarial Equivalent of the Early Retirement Window Benefits received,
 or 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
The benefit determined under Article III based on all years of
 Credited Service reduced by the Actuarial Equivalent of the Early Retirement
 Window Benefits received. 


	
 

	
 

	
 

	
 

	
 

	
 


	
U.

	
Early Retirement Window Additional Benefit. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Any Participant who is an Employee and who meets the requirements and
 so elects to receive an Early Retirement Window Benefit shall be entitled to
 receive an Early Retirement Window Additional Benefit as provided in this
 Section U. Payment of the Early Retirement Window Additional Benefit shall
 commence as of the first day of the first month following the Employee’s
 termination of employment. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
1.

	
Amount of Early Retirement Window Additional Benefit. The amount of
 the Early Retirement Window Additional Benefit shall be a retirement
 supplement with an Actuarial Equivalent present value equal to the product of
 1.2 and the sum of (a) and (b): 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
If the annualized rate of base salary at the Employee’s termination
 of employment is less than $100,000, 1/104 times the product of (i) and (ii):
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
the annualized rate of base salary at the Employee’s termination of
 employment; and 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
the number of years and months of continuous employment with the
 Employer, 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
plus 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
$4,647.96 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
2.

	
Special Rules. The following rules shall apply to all Early
 Retirement Window Additional Benefits: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
Certain Employees may receive the Early Retirement Window Additional
 Benefit even though, for bona fide business reasons as 





45









	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
determined by the Company, they terminate employment within a
 reasonable period after December 31, 2001.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
Any Participant who is otherwise eligible for an Early Retirement
 Window Benefit but is entitled to and elects to receive a Disability
 Retirement Benefit pursuant to Paragraph J of Article III shall be entitled
 to receive an Early Retirement Window Additional Benefit, providing his
 disability retirement date is on or before January 1, 2002. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
As provided for in Paragraph G of Article II, if an Employee who
 retires and receives an Early Retirement Window Additional benefit is
 re-employed by the Employer in “section 203(a)(3)(B) service” after
 commencing benefit payments, the Employer’s payments will be suspended and
 benefits will continue to accrue as described in Subparagraph U-1 of Article
 III. Upon such Employee’s subsequent retirement, the Employee will be
 entitled to receive a re-determined Early Retirement Window Additional
 Benefit based upon the annualized rate of base salary at the date of the Employee’s
 re-retirement and inclusive of the number of years and months of continuous
 employment for the period from the date of the Employee’s re-employment to
 the date of the Employee’s re-retirement, reduced by the Actuarial Equivalent
 of the Early Retirement Window Additional Benefit received. 


	
 

	
 

	
 

	
 

	
 

	
 


	
V.

	
Phased Retirement Benefit. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
1.

	
Eligibility Requirement. Any Participant who
 is an Employee who has attained Normal Retirement Age and who has not
 otherwise elected another Retirement Date may elect to receive a Phased
 Retirement Benefit. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
2.

	
Amount of Phased Retirement Benefit. The
 amount of the Phased Retirement Benefit shall be the Normal Retirement
 Benefit determined under Paragraph D of this Article III. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
3.

	
Special Payment Rules. During the first
 twenty-four (24) calendar months after the Phased Retirement Date of an
 Employee, the Participant’s monthly benefit payments will not be suspended
 during periods of employment by the Employer in Section 203(a)(3)(B) service.
 After those first twenty-four (24) calendar months, the suspension provisions
 of Article II, Section G shall apply. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
4.

	
Suspension of Benefits. When applicable, a
 Participant’s Phased Retirement Benefit shall be suspended for months when
 section 203(a)(3)(B) service with the Employer exceeds thirty-nine (39)
 hours. During such suspensions, benefits will continue to accrue as described
 in Subparagraph D-1 of Article III. Upon such Employee’s subsequent
 retirement, the Normal Retirement Benefit determined under Paragraph III-D
 shall include benefits accrued during the re-employment period. 





46









	
 

	
 

	
 

	
 

	
 

	
 


	
W.

	
Special
 Early Retirement Window Benefit. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Any
 Participant who is an Employee and who meets the following requirements shall
 be entitled to receive a Special Early Retirement Window Benefit as provided
 in this Paragraph W. Payment of the Special Early Retirement Window Benefit
 shall commence as of the first day of the month following the Employee’s
 termination of employment.


	
 

	
 


	
 

	
1.

	
Eligibility
 Requirements. To be eligible for the Special Early
 Retirement Window Benefit, the Employee must meet all of the following
 requirements: 


	
 

	
 

	
 


	
 

	
 

	
(a)

	
Eligible
 Employees include all Hecla Mining Company Corporate salaried employees; 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
Eligible
 Employees may apply for the Special Early Retirement Window Benefit from
 March 1, 2006 through March 15, 2006; 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
As of
 January 1, 2006, the Employee must have age plus years of service with the
 Company of at least 75 (seventy-five). 


	
 

	
 

	
 

	
 


	
 

	
2.

	
Amount of
 Special Early Retirement Window Benefit. The amount
 of the Special Early Retirement Window Benefit is equal to the retiree’s
 accrued (to their actual retirement date) pension without reduction for early
 retirement. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
3.

	
Special
 Rules. The following rule shall apply to all Special
 Early Retirement Window Benefits and any subsequent retirement benefits that
 the Employee may become entitled to: 


	
 

	
 

	
 


	
 

	
 

	
(a)

	
As provided
 for in Paragraph G of Article II, if an Employee who retires and receives a
 Special Early Retirement Window Benefit is reemployed by the Employer in
 Section 203(a)(3)(B) service after commencing benefit payments, the
 Employee’s payments will be suspended and benefits will continue to accrue as
 described in Subparagraph D-1 and Article III. Upon such Employee’s
 subsequent retirement, the Employee will be entitled to receive the greater
 of: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
The sum of
 the Employee’s Special Early Retirement Window Benefit plus the benefits
 which accrue under Article III for the period from the date of the Employee’s
 re-employment to the date of the Employee’s re-retirement reduced by the
 Actuarial Equivalent of the Special Early Retirement Window Benefits
 received, or 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
The benefit
 determined under Article III based on all of Credited Service reduced by the
 Actuarial Equivalent of the Special Early Retirement Window Benefits
 received. 





47









	
 

	
 

	
 

	
 


	
X.

	
Retroactive
 Annuity Starting Date 


	
 

	
 

	
 

	
 


	
 

	
In the event
 a Participant affirmatively elects for their benefits to commence as of a
 Retroactive Annuity Starting Date, this Paragraph X shall apply.


	
 

	
 


	
 

	
1.

	
Except as
 provided herein, the written explanation described in Paragraph P of this
 Article III shall be provided to the Participant within no more than one
 hundred and eighty (180) days (ninety (90) days prior to January 1, 2008) and
 no fewer than thirty (30) days prior to the Date of Distribution based upon
 the Participant’s election of a Retroactive Annuity Starting Date.
 Notwithstanding the foregoing, the Date of Distribution may occur more than
 one hundred and eighty (180) days (ninety (90) days prior to January 1, 2008)
 after the date of the issuance of the written explanation as a result of
 administrative delay. In the event distribution of the Participant’s benefit
 does not occur within one hundred and eighty (180) days (ninety (90) days
 prior to January 1, 2008) following the issuance of the written explanation
 for reasons other than administrative delay, the Administrator shall furnish
 the Participant with another written explanation. The Participant (with
 Spousal Consent, if applicable) may, in writing, waive the requirement that
 benefits not be distributed in less than thirty (30) days of the
 Participant’s receipt of the written explanation, in which case benefits will
 not be distributed in less than seven (7) days after the written explanation
 is furnished. The Participant’s election to commence benefit receipt must be
 made after the written explanation is provided, and on or before the date the
 first distribution is made. 


	
 

	
 

	
 


	
 

	
2.

	
The
 Participant’s Eligible Spouse as of the Date of Distribution, including an
 alternate payee under the terms of a Qualified Domestic Relations Order, must
 consent to the Participant’s election of the Retroactive Annuity Starting
 Date. Spousal Consent, however, is not required in the event the survivor
 benefits that would be payable to the Participant’s Eligible Spouse as of the
 Retroactive Annuity Starting Date are not less than the survivor benefits
 that would be payable to the Participant’s Eligible Spouse in an optional
 form of benefit that satisfies the Qualified Joint and Survivor Annuity
 requirements as of a benefit commencement date which occurs subsequent to the
 date the written explanation is furnished. Additionally, Spousal Consent is
 not required if the Participant’s Eligible Spouse as of the Retroactive
 Annuity Starting Date would not be the Participant’s Eligible Spouse as of
 the date benefits actually commence, unless otherwise required by the terms
 of a Qualified Domestic Relations Order. 


	
 

	
 

	
 


	
 

	
3.

	
A
 Participant is not permitted to select a Retroactive Annuity Starting Date
 that precedes the date upon which the Participant could have otherwise
 started receiving benefits under the terms of this Article III. A Participant
 shall be deemed to have elected a Retroactive Annuity Starting Date, and
 receive distributions subject to this Paragraph X, even if the Participant’s
 benefits hereunder are adjusted in order to comply with Sections 417(e)(3)
 and 415 of the Code. 





48









	
 

	
 

	
 

	
 


	
 

	
4.

	
Future
 periodic payments with respect to a Participant who elects a Retroactive
 Annuity Starting Date shall be the same as the future periodic payments, if
 any, that would have been paid with respect to the Participant had payments
 actually commenced on the Retroactive Annuity Starting Date. Each Participant
 to whom this Paragraph X applies shall be paid make-up payments to reflect
 any missed payment or payments for the period from the Retroactive Annuity
 Starting Date to the date of the actual make-up payment (with the appropriate
 adjustment for interest from the date of the actual make-up payment). Said payments
 shall comply, in all respects, with the requirements of Sections 417(e)(3)
 and 415 of the Code, with the applicable interest rate and applicable
 mortality table determined as of that date. Distributions hereunder
 consisting of make-up payments under this Subparagraph X-4 shall not
 constitute “eligible rollover distributions” within the meaning of Section
 401(a)(31) of the Code. 


	
 

	
 

	
 


	
 

	
5.

	
Distributions
 (including interest adjustments) made hereunder as of a Retroactive Annuity
 Starting Date are intended to satisfy the annual benefit limitation of
 Section 415 of the Code in accordance with this Subparagraph X-5.
 Distributions under Paragraph X shall satisfy the annual benefit limitation
 of Section 415 of the Code as of the Date of Distribution, for all purposes,
 including for purposes of determining the applicable interest rate and the
 applicable mortality table. In the event the Participant’s benefit would have
 been exempt from the present value requirements of Section 417(e)(3) of the
 Code if the benefit commenced on the Retroactive Annuity Starting Date, the
 annual benefit limitation of Section 415 of the Code shall not be applied as
 of the Date of Distribution, if such date is twelve (12) months or less from
 the Retroactive Annuity Staring Date. Instead, the annual benefit limitation
 of Section 415 of the Code shall be applied as of the Retroactive Annuity
 Starting Date. 


	
 

	
 

	
 


	
 

	
6.

	
In the event
 the Participant’s benefit would have been subject to the present value
 requirements of Section 417(e)(3) of the Code had distributions commenced on
 the Retroactive Annuity Starting Date, the Participant’s benefit entitlement
 shall not be less than the benefit produced by applying the applicable
 interest rate and the applicable mortality table determined as of the Date of
 Distribution, to the Normal, Early or Deferred Vested Benefit under this
 Article III that corresponds to the benefit that was used to determine the
 Participant’s benefit entitlement as of the Retroactive Annuity Starting
 Date. 


	
 

	
 

	
 


	
 

	
7.

	
The purpose of
 this Paragraph X is to conform the requirements governing Retroactive Annuity
 Starting Dates as set forth in Treasury Regulations Section 1.417(e)-1, as
 now in effect or as hereunder amended. To the extent this Paragraph X is
 inconsistent with said regulations, Treasury Regulations Section 1.417(e)-1
 shall govern and control. 





49









	
 

	
 

	
 

	
 

	
 


	
Y.

	
Supplement
 to Medicare Benefit 


	
 

	
 


	
 

	
A retired
 Participant who meets the following requirements shall be entitled to a
 Supplement to Medicare Benefit as provided in this Section Y. Payment of the
 Supplement to Medicare Benefit shall be made once per calendar quarter after
 the eligibility requirements are met.


	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
1.

	
Participant
 Eligibility Requirements. To be eligible for the
 Supplement to Medicare Benefit, the Participant must meet both of the
 following requirements: 


	
 

	
 

	
 


	
 

	
 

	
(a)

	
The
 Participant’s Annuity Start Date was prior to October 1, 1982, and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
The
 participant has attained age sixty-five (65) or the Participant has not
 attained age sixty-five (65) but is in receipt of Medicare benefits due to a
 disability. 


	
 

	
 

	
 

	
 


	
 

	
2.

	
Spouse
 Eligibility Requirement. For the Participant to also
 be eligible for the Spouse Supplement to Medicare Benefit, the Eligible
 Spouse must attain age sixty-five (65). 


	
 

	
 

	
 


	
 

	
3.

	
Eligible Spouse’s Survivor Benefits. If a
Participant with an Annuity Start Date prior to October 1, 1982 dies, the
Participant’s Eligible Spouse, if any, shall receive a Supplement to Medicare
Benefit upon attainment of age sixty-five (65).  


	
 

	
 

	
 


	
 

	
4.

	
Amount of
 Supplement to Medicare Benefit. The amount of the
 Supplement to Medicare Benefit payable for each of the Participant and
 Eligible Spouse, if any, shall be: 


	
 

	
 

	
 


	
 

	
 

	
(a)

	
$48.00 per
 quarter if the individual purchases a Supplement to Medicare Plan, plus 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
$33.00 per
 quarter if the individual purchases Medicare Part B coverage. 


	
 

	
 

	
 

	
 

	
 


	
Z.

	
Employer
 Contributions 


	
 

	
 

	
 

	
 

	
 


	
 

	
For purposes
 of funding the Normal Retirement Benefits for eligible Participants under
 this Article III, the Employer shall contribute all amounts needed to provide
 the benefits under this Article III. The amount of Employer contributions
 shall be based on the recommendation of the Enrolled Actuary using such
 methods and assumptions as he may deem advisable and consistent with the
 minimum funding standards of ERISA.





50









ARTICLE IV

RETIREMENT CREDIT BALANCE BENEFITS


	
 

	
 

	
 

	
 

	
 


	
A.

	
Benefit
 Eligibility 


	
 

	
 


	
 

	
Effective as
 of April 16, 2008, the Retirement Credit Balance Benefits described in this
 Article IV shall apply solely with respect to those Eligible Employees that
 were employed by the Kennecott Companies prior to April 16, 2008, provided
 that such Eligible Employees participated in the Kennecott Defined
 Contribution Plan. Accordingly, no Eligible Employee employed by the
 Kennecott Companies prior to April 16, 2008, who participated in the
 Kennecott Pension Plan shall be eligible to receive any benefit to which this
 Article IV applies, unless the Eligible Employee ceased benefit accrual under
 the Kennecott Pension Plan effective as of September 30, 2007, and commenced
 participation in the Kennecott Defined Contribution Plan effective as of
 October 1, 2007. Eligible Employees that commence employment with the
 Kennecott Companies after April 16, 2008 shall be eligible to receive the
 benefits to which this Article IV applies, provided the Eligible Employee
 satisfies the requirements of Article II. No other Eligible Employee employed
 by an Employer prior to and after April 16, 2008 shall be eligible to receive
 Retirement Credit Balance Benefits under this Article IV, unless the Company
 adopts amendments to the Plan extending eligibility for benefits under this
 Article IV.


	
 

	
 


	
B.

	
Retirement
 Credit Balance Benefit 


	
 

	
 


	
 

	
Upon a
 Participant’s Termination of Employment with the Employer after April 16,
 2008, the Participant shall be entitled to receive an Accrued Benefit
 calculated as the balance of the hypothetical Retirement Credit Balance
 Account (“Account”) maintained for the Participant, which shall equal the
 hypothetical accumulation of Employer contributions allocated to such Account
 on the Participant’s behalf, as well as the interest credits as described in
 Paragraph B-2 of Article I, and as reflected in this Paragraph B.


	
 

	
 


	
 

	
1.

	
For each
 Plan Year in which a Participant is scheduled to work at least one thousand
 (1,000) Hours of Service with the Employer, the Participant’s hypothetical
 Retirement Credit Balance Account shall be credited with an amount equal to
 the sum of (a) and (b), and annually increased by the interest credit
 reflected in (c): 


	
 

	
 

	
 


	
 

	
 

	
(a)

	
6% of such Participant’s
 Compensation (as defined in Paragraph K of Article I), plus 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
11.7% of
 such Participant’s Compensation that exceeds the Social Security Taxable Wage
 Base for the Plan Year. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
For each
 calendar quarter of the Plan Year in which the Eligible Employee is a
 Participant, the Participant’s Retirement Credit Balance Benefit shall be
 credited with interest at a rate equal to the quarterly rate of change of the
 consumer price index plus three-quarters of one percent (3/4 of 1%). 





51









	
 

	
 

	
 

	
 


	
 

	
 

	
For the
 period beginning April 16, 2008, and ending December 31, 2008, each
 Participant’s entitlement hereunder shall be based solely upon the
 Participant’s Compensation for the Plan Year as earned between April 16, 2008
 and December 31, 2008, with Compensation that exceeds the Social Security
 Taxable Wage Base for the Plan Year determined on a pro rata basis.


	
 

	
 

	
 

	
 

	
 


	
 

	
2.

	
For purposes
 of this Paragraph B, the Annual and Cumulative Disparity provisions of
 Paragraph D-3 of Article III, and the Minimum Benefit Requirements of
 Paragraph E of Article III, shall apply to the extent applicable, and are
 deemed incorporated into this Article IV as if those provisions were a part
 hereof. 


	
 

	
 

	
 


	
 

	
3.

	
Notwithstanding
 any provision of this Paragraph B to the contrary, if a Participant is
 entitled to a Minimum Annual Retirement Benefit pursuant to Paragraph E of
 Article III, the Participant’s Retirement Credit Balance Benefit shall be the
 greater of the benefit otherwise provided by this Paragraph B or the Minimum
 Annual Retirement Benefit. 


	
 

	
 

	
 


	
 

	
4.

	
In no event
 shall any benefits provided under the Plan exceed the limitations of Section
 415 as provided in Article V. 


	
 

	
 

	
 


	
C.

	
Qualified
 Joint and Survivor Annuity 


	
 

	
 


	
 

	
Unless the
 Participant elects otherwise as provided in Subparagraph C-2 below, the
 Committee shall direct the Trustee to distribute on behalf of a vested
 Participant a benefit in the form of a qualified joint and survivor annuity
 for all distributions to the Participant.


	
 

	
 


	
 

	
1.

	
The term
 “qualified joint and survivor annuity” means an immediate annuity for the
 life of the Participant if he does not have an Eligible Spouse or, if he has
 an Eligible Spouse, an annuity which is the Actuarial Equivalent of the
 Participant’s Retirement Credit Balance Benefit for the life of the
 Participant with a survivor annuity for the life of his Eligible Spouse. The
 survivor annuity percentage shall be fifty percent (50%) of the amount of the
 annuity payable during the joint lives of the Participant and his Eligible Spouse.
 


	
 

	
 

	
 


	
 

	
2.

	
Notwithstanding
 the foregoing, a Participant may elect to waive the qualified joint and
 survivor annuity and thereby receive an alternate form of distribution as set
 forth in Paragraph F of this Article IV. Such waiver must be made within the
 one hundred and eighty (180) day period (ninety (90) day period prior to
 January 1, 2008) ending on the Participant’s Annuity Starting Date with
 respect to such benefit. A Participant may subsequently revoke an election to
 waive a qualified joint and survivor annuity and elect again to waive the
 qualified joint and survivor annuity at any time and any number of times
 prior to such Annuity Starting Date. All such elections and revocations shall
 be in 





52









	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
writing. Any
 election to waive a qualified joint and survivor annuity must (a) specify the
 alternate form of distribution elected, (b) be accompanied by the designation
 of a specific nonspouse beneficiary (including any class of beneficiaries or
 any contingent beneficiaries) who will receive the benefit upon the
 Participant’s death, if applicable, and (c) be accompanied by a Spousal
 Consent, to the extent required under Paragraph AQ of Article I.


	
 

	
 

	
 


	
 

	
3.

	
Such
 designation of a joint and survivor annuity or exercise of the election to
 waive the joint and survivor annuity made before the Participant’s
 Termination of Employment shall become effective on the date of the
 Participant’s Termination of Employment. Any designation, change in
 designation or election to waive the joint and survivor annuity made after
 the Participant’s Termination of Employment shall become effective two (2)
 years after the date of such change of designation or election provided that
 both the Participant and his spouse must be alive at the end of the two (2)
 year period (unless (a) the Participant died from accidental causes, (b)
 failure to give effect to the election or revocation would deprive the
 survivor of a survivor annuity and (c) the election or revocation was made
 before the accident occurred). No designation of survivor pension amount,
 change in designation of survivor pension amount or election to take without
 survivor benefits shall affect any pensions payable prior to the date such
 respective exercise becomes effective. If the spouse dies after the
 Participant’s retirement, the Participant shall have no right to designate
 another, change the pension amount, or elect to waive the joint and survivor
 annuity. 


	
 

	
 

	
 


	
 

	
4.

	
If a
 Participant dies prior to benefit commencement under this Article IV, the
 Participant’s Eligible Spouse, if any, shall receive a portion of the
 Participant’s Accrued Benefit payable under this Article IV, in the form
 described under Paragraph K of Article III, with Annuity Starting Date
 meaning the date of the Participant’s death. 


	
 

	
 

	
 


	
D.

	
Optional
 Form of Benefit 


	
 

	
 


	
 

	
1.

	
Except as
 provided in Paragraph C, a Participant may elect to receive his Retirement
 Credit Balance Benefits in any forms described in this Article IV, provided
 that distributions may be made only over one of the following periods (or a
 combination thereof): (a) the life of the Participant; (b) the life of the
 Participant and his Beneficiary; (c) A period certain not extending beyond
 the life expectancy of the Participant; or (d) a period certain not extending
 beyond the joint and last survivor expectancy of the Participant and his
 designated Beneficiary. The form of benefit selected shall be the Actuarial
 Equivalent of the Participant’s Retirement Credit Balance as of the date of
 commencement. 


	
 

	
 

	
 


	
 

	
2.

	
The optional
 forms of benefits are as follows: (a) cash lump sum payment; (b) an annuity
 payable over the life of the Participant; (c) a joint and survivor annuity
 payable over the life of the Participant with a continuation of 100%, 66 2/3%
 or 50% of the benefit to the Eligible Spouse of the Participant upon the 





53









	
 

	
 

	
 


	
 

	
 

	
death of the
 Participant; or (c) a joint and survivor annuity with pop-up payable over the
 life of the Participant with a continuation of 100%, 66 2/3% or 50% of the
 benefit to the Eligible Spouse of the Participant upon the death of the
 Participant. If the Participant’s Eligible Spouse predeceases the
 Participant, the benefit payable to the Participant shall revert to its
 original amount as if the joint and survivor option had not been elected.


	
 

	
 

	
 


	
 

	
3.

	
If the
 Participant’s Eligible Spouse is not the designated beneficiary, the method
 of distribution selected must assure that at least fifty percent (50%) of the
 present value of the amount available for distribution is paid within the
 Participant’s life expectancy; and payments under such distribution method
 shall comply with Treasury Regulation Section 1.401(a)(9)-2 Q&A-6(b). 


	
 

	
 

	
 


	
 

	
4.

	
Notwithstanding
 anything to the contrary in this Article IV, if a Participant ceases to be an
 Employee for any reason and the Actuarial Equivalent present value of his
 vested Accrued Benefit under this Article IV is equal to or less than $3,500
 on the date distributions commence, the Committee may, in its sole
 discretion, pay as soon as practicable to the Participant or his Beneficiary,
 as the case may be, the Actuarial Equivalent present value of his vested
 Accrued Benefit in a lump-sum. No distribution may be made under the
 preceding sentence unless the Participant and his Eligible Spouse consent
 thereto in a manner which is comparable to the Spousal Consent requirements
 in Paragraph AQ of Article I. For purposes of this Subparagraph F-4, the
 determination whether the Actuarial Equivalent present value of the
 Participant’s vested Accrued Benefit is equal to or less than $3,500 shall be
 made in accordance with Subparagraph B-3 of Article I. 


	
 

	
 

	
 


	
 

	
5.

	
The Direct
 Rollover Distribution provisions of Paragraph Q of Article III shall apply in
 connection with amounts distributed under this Article IV in the form of a
 cash lump sum. 


	
 

	
 

	
 


	
E.

	
Death Benefit
 


	
 

	
 


	
 

	
In the event
 of the death of a vested Participant prior to such Participant’s Normal
 Retirement Age or Annuity Starting Date, such Participant’s Beneficiary shall
 be entitled to receive a lump sum distribution of the Participant’s Account
 or a Death Benefit payable pursuant to the provisions of Subparagraph C-4 of
 this Article IV, if greater in value.


	
 

	
 


	
F.

	
Time of
 Distribution 


	
 

	
 


	
 

	
For purposes
 of this Article IV, the Time of Distribution rules under Paragraph P of
 Article III shall apply, to the extent applicable, but substituting the
 “Normal Retirement date” as reflected therein for the Participant’s
 Termination of Employment or death, and by further substituting benefit
 determination references to Article III to Article IV.





54









	
 

	
 


	
G.

	
Employer
 Contributions 


	
 

	
 


	
 

	
The amount
 of Employer contributions necessary to fund the benefits under this Article
 IV shall be based on the recommendation of the Enrolled Actuary using such
 methods and assumptions as he may deem advisable and consistent with the
 applicable provisions of ERISA and the Code.





ARTICLE V

LIMITATIONS ON BENEFITS


	
 

	
 

	
 

	
 


	
A.

	
General
 Limitations 


	
 

	
 


	
 

	
1.

	
The Annual
 Benefit payable to any Participant shall not exceed the lesser of the Defined
 Benefit Dollar Limitation or one hundred percent (100%) of the Participant’s
 average annual Total Compensation for his high three (3) years, where “high
 three (3) years” refers to the period of three (3) consecutive Plan Years (or
 the actual number of consecutive years of employment for Participants who are
 employed for less than three (3) consecutive years with the Employer) during
 which the Participant was an active participant in the Plan and had the
 greatest aggregate Total Compensation. 


	
 

	
 

	
 


	
 

	
2.

	
Benefit
 increases resulting from the increase in the limitations of section 415(b) of
 the Code will be provided to all current and former participants (with
 benefits limited by section 415(b)) who have an accrued benefit under the
 Plan immediately prior to the effective date of this section (other than an
 accrued benefit resulting from a benefit increase solely as a result of the
 increases in limitations under section 415(b)). 


	
 

	
 

	
 


	
 

	
3.

	
The “defined
 benefit dollar limitation” is $160,000, as adjusted, effective January 1 of
 each year, under section 415(d) of the Code in such manner as the Secretary
 shall prescribe, and payable in the form of a straight life annuity. A
 limitation as adjusted under section 415(d) will apply to limitation years
 ending with or within the calendar year for which the adjustment applies.
 Effective as of January 1, 2008, “$185,000” shall be substituted for
 “$160,000.” Effective as of January 1, 2009, “$195,000” shall be substituted
 for “$185,000.” 


	
 

	
 

	
 


	
 

	
4.

	
The maximum
 permissible benefit will be adjusted as follows: 


	
 

	
 

	
 


	
 

	
 

	
(a)

	
If the
 participant has fewer than 10 years of participation in the plan, the defined
 benefit dollar limitation shall be multiplied by a fraction, (i) the
 numerator of which is the number of years (or part thereof) of participation
 in the Plan and (ii) the denominator of which is 10. In the case of a
 participant who has fewer than 10 years of service with the employer, the
 defined benefit compensation limitation shall be multiplied by a fraction,
 (i) the numerator of which is the number of years (or part thereof) of
 service with the employer and (ii) the denominator of which is 10. 





55









	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
If the
 benefit of a participant begins prior to age 62, the defined benefit dollar
 limitation applicable to the participant at such earlier age is an annual
 benefit payable in the form of a straight life annuity beginning at the
 earlier age that is the actuarial equivalent of the defined benefit dollar
 limitation applicable to the participant at age 62 (adjusted under (a) above,
 if required). The defined benefit dollar limitation applicable at an age
 prior to age 62 is determined as the lesser of (i) the actuarial equivalent
 (at such age) of the defined benefit dollar limitation computed using the
 interest rate and mortality table specified in Article I-A of the Plan and
 (ii) the actuarial equivalent (at such age) of the defined benefit dollar
 limitation computed using a 5 percentage interest rate and the applicable
 mortality table as defined in article I-A of the plan. Any decrease in the
 defined benefit dollar limitation determined in accordance with this
 Subparagraph (b) shall not reflect a mortality decrement if benefits are not
 forfeited upon the death of the participant. If any benefits are forfeited
 upon death, the full mortality decrement is taken into account. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
If the
 benefit of a participant begins after the participant attains age 65, the
 defined benefit dollar limitation applicable to the participant at the later
 age is the annual benefit payable in the form of a straight life annuity
 beginning at the later age that is actuarially equivalent to the defined
 benefit dollar limitation applicable to the participant at the defined
 benefit dollar limitation applicable to the participant at age 65 (adjusted
 under (a) above, if required). The actuarial equivalent of the defined
 benefit dollar limitation applicable at an age after age 65 is determined as
 (i) the lesser of the actuarial equivalent (at such age) of the defined
 benefit dollar limitation computed using the interest rate and mortality
 table specified in Article I-A of the Plan and (ii) the actuarial equivalent
 (at such age) of the defined benefit dollar limitation computed using a 5
 percent interest rate assumption and the applicable mortality table as
 defined in Article I-A of the Plan. For these purposes, mortality between age
 65 and the age at which benefits commence shall be ignored. 





ARTICLE VI 

VESTING OF EMPLOYER FUNDED BENEFITS


	
 

	
 

	
 


	
A.

	
Vesting 


	
 

	
 


	
 

	
1.

	
A
 Participant’s total Accrued Benefit derived from Employer contributions shall
 be vested in him upon attainment of Normal Retirement Age, or on earlier
 termination of employment by death. 





56









	
 

	
 

	
 


	
 

	
2.

	
In the event
 this Plan is a Top-Heavy Plan, then (except as provided in Subparagraph 1), a
 Participant’s Accrued Benefit derived from Employer contributions shall vest
 in accordance with the following schedule: 







	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Completed

 Years of Service

	
 

	
Vested

 Percentage

	
 


	
 

	
 

	
 

	
 

	
 


	
Less than 2

	
 

	
0

	
%

	
 


	
2

	
 

	
20

	
 

	
 


	
3

	
 

	
40

	
 

	
 


	
4

	
 

	
60

	
 

	
 


	
5

	
 

	
80

	
 

	
 


	
              6
 or more

	
 

	
100

	
 

	
 








	
 

	
 

	
 


	
 

	
3.(a)

	
Except as
 provided in Subparagraphs 1 and 2, a Participant’s Accrued Benefit under
 Article III derived from Employer contributions shall vest in accordance with
 the following schedule: 








	
 

	
 

	
 

	
 


	
Completed

 Years of Vesting Service


	
 

	
Vested

 Percentage


	
 


	
 

	
 

	
 

	
 


	
Less than 5

	
 

	
    0%

	
 


	
5 or More

	
 

	
100%

	
 








	
 

	
 

	
 


	
 

	
(b)

	
Except as
 provided in Subparagraphs 1 and 2, a Participant’s Accrued Benefit under
 Article IV derived from Employer contributions shall vest in accordance with
 the following schedule, with Participants employed by the Kennecott Companies
 receiving credit for their years of vesting service with the Kennecott
 Companies earned prior to April 16, 2008: 








	
 

	
 

	
 

	
 


	
Completed

 Years of Vesting Service


	
 

	
Vested

 Percentage


	
 


	
 

	
 

	
 

	
 


	
1

	
 

	
33-1/3%

	
 


	
2

	
 

	
66-2/3%

	
 


	
3 or More

	
 

	
    100%

	
 








	
 

	
 

	
 


	
 

	
4.

	
If a
 Participant who has completed: (a) five (5) Years of Service before the first
 day of the first Plan Year beginning after December 31, 1988; or (b) three
 (3) Years of Service at any time and at least one (1) Hour of Service on or
 after the first day of the first Plan Year beginning after December 31, 1988
 elects, during the period commencing on the date the amendment is adopted and
 ending sixty (60) days after the later of (i) the day the Plan amendment is
 adopted, (ii) the day the Plan amendment becomes effective, or (iii) the day
 the Participant is issued a written notice of the Plan amendment, to have his
 Accrued Benefit derived from Employer contributions vest under the terms of
 the vesting schedule previously in effect, then, notwithstanding the provisions
 of the vesting schedules above, his Accrued Benefit shall vest in accordance
 with the schedule included in the Plan which he elects. 





57









	
 

	
 

	
 

	
 


	
 

	
5.

	
In determining the Years of Service under the Plan for purposes of
 determining a Participant’s vested percentage under Subparagraphs 2 and 3
 above, all of a Participant’s Years of Service with the Employer shall be
 taken into account, except as provided in subsections (a) and (b) of this
 Subparagraph 5. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
If, at the time of a One-Year Break in Service, a Participant does
 not have any vested right under Subparagraph 2 or 3 above, Years of Service
 before such One-Year Break in Service shall not thereafter be taken into
 account if the number of consecutive One-Year Breaks in Service equals or
 exceeds either five (5) or the aggregate number of Years of Service before
 such Breaks in Service, whichever is greater; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
The aggregate number of Years of Service before such Breaks in
 Service shall be deemed not to include any Years of Service not required to
 be taken into account hereunder by reason of any prior application of this
 Subparagraph.


	
 

	
 

	
 

	
 


	
 

	
6.

	
Amounts
 vested pursuant to this Paragraph shall not be subject to divestment for
 cause.


	
 

	
 

	
 


	
 

	
7.

	
In determining the Years of Service under the Plan for purposes of
 determining a Participant’s vested percentage under Subparagraphs 2 and 3
 above, a Participant’s Years of Service, not to exceed five (5) years, with
 foreign companies that are directly or indirectly wholly owned subsidiaries
 of Hecla Mining Company shall be taken into account, except as provided in
 subsections (a) and (b) of Subparagraph 5.


	
 

	
 

	
 


	
B.

	
Termination
 of Employment 


	
 

	
 


	
 

	
Upon termination of employment, a Participant shall be entitled to
 receive a benefit equal to the product of his Accrued Benefit multiplied by
 his vested percentage as determined hereunder. This amount shall be subject
 to distribution in accordance with the provisions of Articles III and IV.


	
 

	
 


	
C.

	
Rehired
 Participants 


	
 

	
 


	
 

	
Notwithstanding anything to the contrary contained in this Article
 VI, a Participant’s benefit shall be offset by the Actuarial Equivalent of
 the amount of any distribution he has previously received. 


	
 

	
 


	
ARTICLE VII

 LOANS TO PARTICIPANTS


	
 


	
 

	
No loans
 shall be made under this Plan to Participants from the assets of the Trust. 





58









ARTICLE VIII

BENEFICIARIES


	
 

	
 

	
 


	
A.

	
Designation 


	
 

	
 


	
 

	
Subject to the qualified pre-retirement survivor annuity and
 qualified joint and survivor annuity requirements set forth in Article III, a
 Participant shall have the right to designate, on forms provided by the
 Employer, a Beneficiary or Beneficiaries to receive the benefits herein
 provided in the event of his death and to revoke such designation or to
 substitute another Beneficiary or Beneficiaries at any time.


	
 

	
 


	
B.

	
Absence of Valid Designation of Beneficiaries 


	
 

	
 


	
 

	
If, upon the death of a Participant, former Participant or
 Beneficiary, there is no valid designation of Beneficiary on file with the
 Employer, the following shall be designated by the Committee as the
 Beneficiary or Beneficiaries, in order of priority:


	
 

	
 


	
 

	
1.

	
The
 surviving spouse; 


	
 

	
 

	
 


	
 

	
2.

	
Surviving
 children, including adopted children, in equal shares; 


	
 

	
 

	
 


	
 

	
3.

	
Surviving
 parents, in equal shares; 


	
 

	
 

	
 


	
 

	
4.

	
The
 Participant’s estate; 


	
 

	
 

	
 


	
 

	
5.

	
The
 Beneficiary’s estate; 


	
 

	
 

	
 


	
 

	
6.

	
The
 trustee(s) of the trust(s) named as beneficiary of the residue of the
 Participant’s probate estate; 


	
 

	
 

	
 


	
 

	
7.

	
The
 trustee(s) of the trust(s) named as beneficiary of the residue of the
 Beneficiary’s probate estate. 


	
 

	
 

	
 


	
 

	
The determination of the Committee as to which persons, if any,
 qualify within the categories listed above shall be final and conclusive upon
 all persons.


	
 

	
 

	
 


	
ARTICLE IX

 PARTICIPANT’S CONTRIBUTIONS AND SPECIAL ACCOUNTS


	
 

	
 

	
 


	
Individual Participants may not make contributions to this Plan. All
 contributions must be made by the Employer. 


	
 


	
ARTICLE X

 ESTABLISHMENT OF TRUST


	
 

	
 


	
A.

	
Trust
 Agreement 


	
 

	
 


	
 

	
Contributions made by the Employer pursuant to Article III hereof,
 and all other assets of this Plan shall be held in trust under a Trust
 Agreement. The Employer





59









	
 

	
 

	
 


	
 

	
shall enter
 into a Trust Agreement with the Trustee for the administration of the Trust
 which shall contain the assets of the Plan. The Trustee shall not be
 responsible for the administration of this Plan but only for the Trust
 established pursuant to this Plan.


	
 

	
 


	
B.

	
Trust
 Agreement Part of Plan 


	
 

	
 


	
 

	
The Trust
 Agreement shall be deemed to be a part of this Plan, and any rights or
 benefits accruing to any person under this Plan shall be subject to all of
 the relevant terms and provisions of the Trust Agreement, including any
 amendments. In addition to the powers of the Trustee set forth in the Trust
 Agreement, the Trustee shall have any powers, express or implied, granted to
 it under the Plan. In the event of any conflict between the provisions of the
 Trust Agreement and the provisions of the Plan, the provisions of the Plan
 shall control, except for the duties and responsibilities of the Trustee, in
 which case the Trust Agreement shall control.


	
 

	
 


	
ARTICLE XI

 PLAN FIDUCIARIES AND ADMINISTRATION


	
 

	
 

	
 


	
A.

	
Named
 Fiduciaries 


	
 

	
 


	
 

	
The
 authority to control and manage the operation and administration of the Plan
 is vested in the named fiduciaries specified herein. Each named fiduciary
 shall be responsible solely for the tasks allocated to it. No fiduciary shall
 have any liability for a breach of fiduciary responsibility of another
 fiduciary with respect to the Plan and Trust, unless it participates
 knowingly in the breach; has actual knowledge of the breach and fails to take
 reasonable remedial action to remedy said breach; or, through its negligence
 in performing its own specific fiduciary responsibilities, which give rise to
 its status as a fiduciary, it has caused another fiduciary to commit a breach
 of fiduciary responsibility.


	
 

	
 


	
B.

	
Fiduciary
 Standard 


	
 

	
 


	
 

	
Each named
 fiduciary and every other fiduciary under the Plan shall discharge its duties
 with respect to the Plan solely in the interests of the Participants and
 Beneficiaries and;


	
 

	
 


	
 

	
1.

	
For the
 exclusive purpose of providing benefits to Participants and their
 Beneficiaries and defraying reasonable expenses of administering the Plan;


	
 

	
 

	
 


	
 

	
2.

	
With the
 care, skill, prudence and diligence, under the circumstances then prevailing,
 that a prudent man acting in a like capacity and familiar with such matters
 would use in the conduct of an enterprise of a like character and with like
 aims; 


	
 

	
 

	
 


	
 

	
3.

	
In
 accordance with the documents and instruments governing the Plan, insofar as
 these are consistent with the provisions of Title I of ERISA. 





60









	
 

	
 


	
C.

	
Multiple
 Duties and Advisors 


	
 

	
 


	
 

	
Any person or group of persons may serve in more than one fiduciary
 capacity with respect to the Plan. A named fiduciary, or a fiduciary
 designated by a named fiduciary in accordance with the terms of the Plan, may
 employ one or more persons to render advice with regard to any
 responsibilities such fiduciary has under the Plan.


	
 

	
 


	
D.

	
Allocation and Delegation of Fiduciary Duties 


	
 

	
 


	
 

	
Each named fiduciary may allocate its fiduciary duties among its
 members or may delegate its responsibilities to persons who are not named
 fiduciaries with respect to the specific responsibility delegated. Any such
 allocation or delegation shall be in writing and shall be made a permanent
 part of the records of the named fiduciary. Such allocation or delegation
 shall be reviewed periodically by the named fiduciary and shall be terminable
 upon such notice as the named fiduciary, in its sole discretion, deems
 reasonable and prudent under the circumstances. An action by the Board of
 Directors of the Company or the Administrative Committee allocating or
 delegating its named fiduciary responsibilities shall be evidenced by a duly
 adopted resolution of the Committee or of the Board of Directors of the
 Company. 


	
 

	
 


	
E.

	
Indemnification 


	
 

	
 


	
 

	
Any Employer shall indemnify and hold harmless the named fiduciaries
 and any officers or employees of the Employer to which fiduciary
 responsibilities have been delegated, from and against any and all
 liabilities, claims, demands, costs and expenses, including attorneys’ fees,
 which may arise out of an alleged breach in the performance of their
 fiduciary duties under the Plan and under ERISA, other than such liabilities,
 claims, demands, costs and expenses as may result from the gross negligence
 or willful misconduct of such persons. The Company shall have the right, but
 not the obligation, to conduct the defense of such persons in any proceeding
 to which this Paragraph applies. An Employer may satisfy its obligation under
 this Paragraph, in whole or in part, through the purchase of a policy or
 policies of insurance; however, no insurer shall have any rights against the
 Employer arising out of this Paragraph. 


	
 

	
 


	
F.

	
Costs and Expenses 


	
 

	
 


	
 

	
The costs and expenses of the named fiduciaries shall be paid from
 Plan assets held in the Trust to the extent not paid by the Company. The
 payment by the Company of such costs and expenses for a Plan Year shall not
 be deemed an election to pay the costs and expenses in any subsequent Plan
 Year. The Company may charge to an Employer such expenses advanced by it on
 behalf of the Employer. 





61









	
 

	
 

	
 


	
G.

	
Authority to Amend and Terminate 


	
 

	
 


	
 

	
Subject to Article XII, the Board of Directors of the Company is the
 named fiduciary responsible for the amendment and termination of the Plan and
 Trust. In addition, the Board of Directors of the Company shall appoint and
 replace the members of the Administrative Committee as required.


	
 

	
 


	
H.

	
Administrative Committee 


	
 

	
 


	
 

	
The Administrative Committee (or more briefly denoted as “the
 Committee”) is the named fiduciary with the power and the duty to: (a)
 interpret the terms of the Plan; (b) formulate rules and regulations
 necessary to administer the Plan in accordance with its terms; (c) finally
 review claims under the claims review procedure; (d) establish and execute
 the funding policy of the Plan; (e) invest Plan assets, if the Company has transferred
 responsibility for Plan investments to the Committee pursuant to Article V of
 the Trust; and (f) annually review the funding policy and method.


	
 

	
 


	
 

	
1.

	
The Administrative Committee shall consist of two (2) or more persons
 and shall have as its officers a chairman who shall be a member of the
 Committee, a secretary who may be, but need not be, a member, and such other
 officers as may be appointed by the Board of Directors of the Company. The
 members of the Committee and its officers shall be appointed by and hold
 office at the pleasure of the Board of Directors of the Company and shall
 serve as such without compensation.


	
 

	
 

	
 


	
 

	
2.

	
The Committee shall keep minutes of its meetings and proceedings.
 Every decision made or action taken by a majority of the members then in
 office shall constitute a decision or action of the Committee, and shall be
 final, conclusive and binding upon all persons affected. A Committee decision
 or action, under or in connection with the Plan, may be made or taken either
 at a meeting held pursuant to its rules, at which a majority of the members
 then in office are present and vote in favor thereof, or without a meeting if
 approved and evidenced by a writing signed by a majority of the members then
 in office. No Committee member shall vote on any question relating solely to
 himself.


	
 

	
 

	
 


	
I.

	
Plan Administration 


	
 

	
 


	
 

	
The Company shall be the Administrator of the Plan for purposes of
 Section 3(16) of ERISA and Section 414(g) of the Code. In addition, the
 Administrator shall have the power and the duty to perform the following
 administrative functions according to the policies, interpretations, rules,
 practices and procedures established by the Board of Directors of the Company
 or the Committee in accordance with the respective areas of named fiduciary
 responsibilities:





62









	
 

	
 

	
 


	
 

	
1.

	
Apply Plan rules determining eligibility for participation or
 benefits; 


	
 

	
 

	
 


	
 

	
2.

	
Calculate service and compensation credits for benefits; 


	
 

	
 

	
 


	
 

	
3.

	
Prepare employee communications material; 


	
 

	
 

	
 


	
 

	
4.

	
Maintain Participants’ service and employment records; 


	
 

	
 

	
 


	
 

	
5.

	
Prepare reports required by government agencies; 


	
 

	
 

	
 


	
 

	
6.

	
Calculate benefits and, if necessary, purchase annuity contracts
 which satisfy the requirements of Sections 401(a)(9), 401(a)(11) and 417 of
 the Code; 


	
 

	
 

	
 


	
 

	
7.

	
Orient new Participants and advise Participants regarding their
 rights and options under the Plan; 


	
 

	
 

	
 


	
 

	
8.

	
Collect contributions and apply contributions as provided in the
 Plan; 


	
 

	
 

	
 


	
 

	
9.

	
Prepare reports concerning Participants’ benefits; 


	
 

	
 

	
 


	
 

	
10.

	
Process claims; and


	
 

	
 

	
 


	
 

	
11. 

	
Make recommendations to the Board of Directors of the Company or the
 Committee on Plan administration.


	
 

	
 

	
 


	
 

	
The Administrator (and those to whom it has delegated its authority)
 shall have vested in it under the terms of this Plan full discretionary and
 final authority when exercising its duties hereunder. 


	
 

	
 


	
J.

	
Claims Procedures


	
 

	
 

	
 


	
 

	
1.

	
Filing of Claim. A Participant or
 Beneficiary who believes he is entitled to a benefit which he has not
 received may file a claim in writing with his Employer. The Employer may
 require a claimant to submit additional information, if necessary to process
 the claim. The Company or its delegate shall review the claim and render its
 decision within ninety (90) days from the date the claim is filed (or the
 requested additional information is submitted, if later), unless special
 circumstances require an extension of time for processing the claim. If such
 an extension is required, written notice of the extension shall be furnished
 the claimant within the initial ninety (90) day period. The notice shall
 indicate the special circumstances requiring the extension and the date by
 which the Company expects to reach a decision on the claim. In no event shall
 the extension exceed a period of ninety (90) days from the end of the initial
 period. 





63









	
 

	
 

	
 

	
 


	
 

	
2.

	
Notice of Claim Denied. If the Company denies a claim, in whole or in
 part, it shall provide the claimant with written notice of the denial within
 the period specified in Subparagraph 1. The notice shall be written in
 language calculated to be understood by the claimant, and shall include the
 following information: 


	
 

	
 

	
 


	
 

	
 

	
(a)

	
The specific reason for such denial;


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
Specific reference to pertinent Plan provisions upon which the denial
 is based;


	
 

	
 

	
 

	
 


	
 

	
 

	
(c) 

	
A description of any additional material or information which may be
 needed to clarify or perfect the request, and an explanation of why such
 information is required; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
An explanation of the Plan’s review procedure with respect to the
 denial of benefits.


	
 

	
 

	
 

	
 


	
 

	
3.

	
Review Procedure. Any claimant whose claim
 has been denied, in whole or in part, shall follow those review procedures as
 set forth herein. 


	
 

	
 

	
 


	
 

	
 

	
(a)

	
A claimant whose claim has been denied, in whole or in part, may
 request a full and fair review of the claim by the Committee by making
 written request therefor within sixty (60) days of receipt of the
 notification of denial. The Committee, for good cause shown, may extend the
 period during which the request may be filed. The claimant shall be permitted
 to examine all documents pertinent to the claim and shall be permitted to
 submit issues and comments regarding the claim to the Committee in writing.


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
The Committee shall render its decision within sixty (60) days after
 receipt of the application for review, unless special circumstances (such as
 the need to hold a hearing) require an extension of time for processing, in
 which case the decision shall be rendered as soon as possible but not later than
 one hundred and twenty (120) days after receipt of a request for review. If
 an extension of time is necessary, written notice shall be furnished the
 claimant before the extension period commences.


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
The Committee shall decide whether a hearing shall be held on the
 claim. If so, it shall notify the claimant in writing of the time and place
 for the hearing. Unless the claimant agrees to a shorter period, the hearing
 shall be scheduled at least fourteen (14) days after the date of the notice
 of hearing. The claimant and/or his authorized representative may appear at
 any such hearing.





64









	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
The Committee shall send its decision on review to the claimant in
 writing within the time specified in this section. If the claim is denied, in
 whole or in part, the decision shall specify the reasons for the denial in a
 manner calculated to be understood by the claimant, referring to the specific
 Plan provisions on which the decision is based. The Committee shall not be
 restricted in its review to those provisions of the Plan cited in the
 original denial of the claim. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(e)

	
If the Committee does not furnish its decision on review within the
 time specified in this Subparagraph 3, the claim shall be deemed denied on
 review. 


	
 

	
 

	
 

	
 


	
K.

	
Agent for Legal
 Process


	
 

	
 

	
 

	
 


	
 

	
The Company
 shall be the Plan’s agent for service of legal process.


	
 

	
 

	
 

	
 


	
 

	
 

	
ARTICLE XII 

 AMENDMENT AND TERMINATION


	
 

	
 

	
 

	
 


	
A.

	
Amendment


	
 

	
 

	
 

	
 


	
 

	
To provide for contingencies which may require or make advisable the
 clarification, modification or amendment of this Plan, the Board of Directors
 of the Company reserves the right to amend this Plan (and such right is
 delegated to the Board of Directors of the Company by all Employers), at any
 time and from time to time, in whole or in part, by formally adopting such
 amendment in writing. Such power to amend includes the right, without
 limitation, to make retroactive amendments referred to in Section 401(b) of
 the Code. However, such right to amend the Plan shall be subject to Paragraph
 C of this Article XII. Further, no amendment of the Plan shall (1) alter,
 change or modify the duties, powers or liabilities of the Trustee or an
 Investment Manager appointed pursuant to the Trust Agreement without its
 written consent; or (2) permit any assets of the Trust to be used to pay
 premiums or contributions of the Employer under any other plan maintained by
 the Employer for the benefit of its employees.


	
 

	
 


	
B.

	
Termination
 or Complete Discontinuance of Contributions


	
 

	
 


	
 

	
Although the Employer has established the Plan with the bona fide
 intention and expectation that it will be able to make contributions
 indefinitely, nevertheless the Employer is not and shall not be under any
 obligation or liability whatsoever to continue its contributions or to
 maintain the Plan for any given length of time. An Employer may, in its sole
 and absolute discretion, discontinue such contributions or terminate the Plan
 with respect to its Employees, in accordance with the provisions of the Plan,
 at any time with no liability whatsoever for such discontinuance or
 termination. If the Plan is terminated or partially terminated, or if
 contributions of an Employer are completely discontinued, the rights of all
 affected Participants in their Accrued Benefits shall thereupon become
 nonforfeitable, notwithstanding any other provisions of the Plan. However,
 the Trust shall continue until all benefits have been distributed in
 accordance with the Plan.





65









	
 

	
 

	
 

	
 


	
C.

	
Nonreversion
 


	
 

	
 


	
 

	
1.

	
Except as provided in this Subparagraph C-1, the assets of the Plan
 shall never inure to the benefit of an Employer; such assets shall be held
 for the exclusive purpose of providing benefits to Participants and their
 Beneficiaries and for defraying the reasonable administrative expenses of the
 Plan.


	
 

	
 

	
 


	
 

	
 

	
(a)

	
If an Employer contribution is made by virtue of a mistake of fact,
 this Paragraph C shall not prohibit the return of such contribution to the
 Employer within one (1) year after the payment of the contribution. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
If an Employer contribution is made to the Plan which does not
 initially qualify under Section 401(a) of the Code, or any successor
 provision thereto, then the contribution shall be returned to the Employer
 within one (1) year after the date of denial of qualification of the Plan,
 provided that an application for determination is made by the time prescribed
 by law for filing the Employer’s return for the taxable year in which the
 Plan was adopted, or such later date as the Secretary of the Treasury may
 prescribe. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
If a deduction for an Employer contribution is disallowed under
 Section 404 of the Code, or any successor provision thereto, the contribution
 shall be returned to the Employer (to the extent disallowed) within one (1)
 year after such disallowance. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
In the case of the termination of the Plan, any residual assets of
 the Plan shall be distributed to the Employer at the direction of the
 Administrator (or at the direction of a trustee appointed upon the
 application of the Pension Benefit Guaranty Corporation) if all liabilities
 of the Plan to Participants and their Beneficiaries have been satisfied and
 the distribution does not contravene any provision of law, provided, however,
 that this provision shall not be effective before the end of the fifth
 calendar year following the earlier of. (1) the date of restatement, (2) the
 date of any earlier amendment or restatement allowing such reversion, or (3)
 the original effective date of this Plan, if the Plan has provided for such
 reversions from its original effective date. The certificate of an Enrolled
 Actuary engaged by the Committee pursuant to ERISA stating that there are
 residual assets of the Plan remaining in the Trust Fund after all liabilities
 of the Plan to Participants and their Beneficiaries have been satisfied shall
 be conclusive evidence of this fact; but in its discretion, the Trustee may
 require other and additional evidence of the existence and amount of residual
 assets. Notwithstanding the foregoing provisions of this Article XII, if any
 assets of the Plan attributable to employee contributions





66









	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
remain after all liabilities of the Plan to Participants and their
 Beneficiaries have been satisfied, such assets so attributable at the
 direction of the Committee (or at the direction of a trustee appointed upon
 the application of the Pension Benefit Guaranty Corporation) shall be
 equitably distributed to the Participants who made such contributions or to
 their Beneficiaries and the Employer may elect to reallocate the residual
 assets to those Employees who are Participants as of the date of termination
 of the Plan, such allocation to be made in a nondiscriminatory manner. Said
 election shall be in writing and shall be made prior to receipt of a
 determination by the Internal Revenue Service of the Plan’s qualified status
 resulting from the termination.


	
 

	
 

	
 

	
 


	
 

	
2.

	
The Company shall have no right to modify or amend the Plan
 retroactively in such a manner so as (i) to reduce the Participant’s vested
 entitlement, (ii) to reduce the benefits of any Participant or his
 Beneficiary accrued under the Plan by reason of contributions made by an
 Employer prior to the modification or amendment, or (iii) to eliminate an
 optional form of benefit with respect to benefits attributable to service
 before the amendment, except to the extent permitted by Section 411(d)(6) of
 the Code or Section 204(g) of ERISA and the regulations interpreting these
 sections.


	
 

	
 

	
 


	
D.

	
Limitations
 on Benefits in the Event of Plan Termination


	
 

	
 


	
 

	
Notwithstanding any other provisions of this Plan to the contrary, in
 the event of Plan termination, the Benefits provided under this Plan to those
 Participants or former Participants who are considered highly compensated
 employees shall be limited to a Benefit that is nondiscriminatory under
 Section 401(a)(4) of the Code and shall be subject to the following
 conditions:


	
 

	
 


	
 

	
1.

	
For Plan Years beginning on or after January 1, 1992, Benefits
 distributed under this Plan to those Participants and former Participants who
 are among the twenty-five (25) most highly compensated employees shall be
 restricted such that the annual payments so distributed shall be no greater
 than an amount equal to the payment that would be made on behalf of such
 Participant or former Participant under a single life annuity which is the Actuarial
 Equivalent, as determined in accordance with Paragraph B of Article I, of the
 sum of the Participant’s or former Participant’s Accrued Benefit and the
 Participant’s or former Participant’s other Benefits under this Plan.


	
 

	
 

	
 


	
 

	
2.

	
The
 preceding Subparagraph D-2 shall not apply if.


	
 

	
 

	
 


	
 

	
 

	
(a)

	
After payment of the Benefit to a Participant or former Participant
 described in Subparagraph D-2 above, the value of Plan assets equals or
 exceeds one hundred ten percent (110%) of the value of current liabilities,
 as defined in Section 412(1)(7) of the Code, or


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
The value of the Benefits distributable to a Participant or former
 Participant described in Subparagraph D-2 above is less than one percent (1%)
 of the value of current liabilities, as defined in Section 412(1)(7) of the
 Code.





67









	
 

	
 

	
 

	
 


	
 

	
 

	
For purposes of this Paragraph D, Benefit includes loans in excess of
 the amount set forth in Section 72(p)(2)(A) of the Code, any periodic income,
 any withdrawal values payable to a living Participant or former Participant,
 and any death benefits not provided for by insurance on the Participant’s or
 former Participant’s life. 


	
 

	
 

	
 


	
E.

	
Termination
 After Change in Control


	
 

	
 


	
 

	
Notwithstanding any other provisions of this Plan, in the event this
 Plan is terminated following a “change in control” (as hereinafter defined),
 the assets of the Plan shall be applied in accordance with the provisions of
 this Article to satisfy all liabilities to Participants and beneficiaries,
 and any remaining assets shall be applied on a pro rate basis to increase the
 benefits of the Participants and beneficiaries; provided, however, that no
 allocation of such remaining assets shall be made to any person who is a
 “Disqualified Individual,” as such term is defined in Section 280G(c) of the
 Code, if an to the extent that the allocation would be subject to the tax
 imposed by Section 4999 of the Code. For purposes hereof, a “change in
 control” shall occur if (i) there is an acquisition by any person or group of
 more than fifty percent (50%) of the then outstanding voting stock of the
 Company, otherwise than through a transaction arranged by, or with the
 consent of, the Company or its Board of Directors, or (ii) during any period
 of two consecutive years, individuals who, at the beginning of the period,
 constitute the Board of Directors, including for this purpose any new
 director whose election or nomination for election by the Company’s
 shareholders was approved by a vote of at least two-thirds of the directors
 then still in office who were directors at the beginning of the period, cease
 for nay reason to constitute a majority of the Board of Directors.
 Notwithstanding the provisions of Section (19) hereof, the foregoing
 provisions of this Paragraph may not be amended, following a “change in
 control,” without the written consent of a majority in both number and
 interest of the then Plan Participants and beneficiaries. 


	
 


	
ARTICLE XIII

 MISCELLANEOUS


	
 

	
 


	
A.

	
Limitation
 of Rights; Employment Relationship


	
 

	
 


	
 

	
Neither the establishment of the Plan and the Trust, nor any
 modifications thereof, nor the creation of any fund or account, nor the
 payment of any benefits, shall be construed as giving to any Participant or
 other person any legal or equitable right against the Employer or the Trustee
 except as provided herein; and in no event shall the terms of employment of
 any Employee or Participant, express or implied, be modified or in any way be
 affected hereby. 





68









	
 

	
 

	
 


	
B.

	
Transfer of
 Assets of Employer; Transfer of Assets of Plan 


	
 

	
 

	
 


	
 

	
1.

	
If the Employer merges or consolidates with or into a corporation, or
 if substantially all of the assets of the Employer are transferred to another
 business, the Plan hereby created shall terminate on the effective date of
 such merger, consolidation or transfer. However, if the surviving corporation
 resulting from such merger or consolidation, or the business to which the
 Employer’s assets have been transferred, adopts this Plan, it shall continue
 and such corporation or business shall succeed to all rights, powers and
 duties of the Employer hereunder. The employment of any Employee who
 continues in the employ of such successor corporation or business shall not
 be deemed to have been terminated for any purpose hereunder. 


	
 

	
 

	
 


	
 

	
2.

	
In no event shall this Plan be merged or consolidated with any other
 plan, nor shall there be any transfer of assets or liabilities from this Plan
 to any other plan, unless immediately after such merger, consolidation or
 transfer, each Participant’s benefits, if such other plan were then to terminate,
 are at least equal to or greater than the benefits to which the Participant
 would have been entitled, had this Plan been terminated immediately before
 such merger, consolidation, or transfer. 


	
 

	
 

	
 


	
C.

	
Spendthrift
 Provision 


	
 

	
 

	
 


	
 

	
Neither the Employer nor the Trustee shall recognize any transfer,
 mortgage, pledge, hypothecation, order, or assignment by any Participant or
 Beneficiary of all or part of his interest hereunder, except a transfer
 pursuant to a “qualified domestic relations order” within the meaning of
 Section 414(p) of the Code or Section 303(d) of the Retirement Equity Act of
 1984. Such interest shall not otherwise be subject in any manner to transfer
 by operation of law. Such interest shall be exempt from the claims of
 creditors or other claimants from all orders, decrees, levies, garnishments
 and/or executions and other legal or equitable processes or proceedings
 against such Participant or Beneficiary to the fullest extent permitted by
 law.


	
 

	
 

	
 


	
D.

	
Applicable
 Law, Severability 


	
 

	
 


	
 

	
The Plan hereby created shall be construed, administered and governed
 in all respects in accordance with ERISA and the laws of the State of Idaho;
 provided, however, that if any provision of this Plan is susceptible of more
 than one interpretation, such interpretation shall be given thereto as is
 consistent with the Plan being a qualified employees’ pension plan under the
 provisions for qualification set forth in the Code. If any provision of this
 Plan shall be held by a court of competent jurisdiction to be invalid or
 unenforceable, the remaining provisions shall continue in full force and
 effect.





69









	
 

	
 


	
E.

	
Incorporation
 of Trust Agreement Provisions 


	
 

	
 


	
 

	
The relevant provisions of the Trust Agreement regarding: (1) the
 exclusive benefit of Employees and their Beneficiaries, (2) amendment, (3)
 termination, (4) other employers, (5) Idaho law, (6) headings, gender and
 number, and (7) nonalienation are hereby incorporated into this Plan and are
 equally applicable to the Plan and to the Trust, which Plan and Trust
 together shall constitute the entire Plan as defined in the Code.


	
 

	
 


	
F.

	
No Liability
 


	
 

	
 


	
 

	
Any payment to any Participant, or to his legal representative or
 Beneficiary, in accordance with the provisions of the Plan, shall to the
 extent thereof be in full satisfaction of all claims hereunder against the
 Trustee, the Committee and the Employer, any of whom may require such
 Participant, legal representative or Beneficiary, as a condition precedent to
 such payment, to execute a receipt therefor in such form as shall be
 determined by the Trustee, the Committee or the Employer, as the case may be.
 The Employer does not guarantee the Trust, the Participants, former
 Participants or their Beneficiaries against loss of or depreciation in value
 of any right or benefit that any of them may acquire under the terms of this
 agreement. All benefits payable hereunder shall be paid or provided for
 solely from the Trust, and the Employer does not assume any liability or
 responsibility therefor.


	
 

	
 


	
G.

	
Missing
 Persons 


	
 

	
 


	
 

	
In the case of any benefit payable to a person under this Plan, if
 the Committee is unable to locate the person within six (6) months from the
 date a certified letter was mailed to such person notifying him of the
 benefit, the Committee shall direct the Trustee to maintain the Participant
 as an inactive Participant. The Committee shall continue to maintain this
 Participant in inactive status until: (1) the person entitled to the benefit
 makes application therefor; or (2) the benefit reverts by escheat to the
 state, whichever occurs first.


	
 

	
 


	
This Plan has been executed in several counterparts, each of which
 shall be deemed to be an original, and said counterparts shall constitute but
 one and the same instrument, which instrument may be sufficiently evidenced
 by one counterpart. 








	
 

	
 

	
 


	
 

	
 

	
Dated:
 December ____, 2008 








	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
  HECLA MINING COMPANY

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	
Phillips S.
 Baker, Jr.

	
 


	
 

	
 

	
 

	
President
 and CEO

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
Lewis E.
 Walde


	
 

	
 

	
Vice
 President and CFO





70









APPENDIX I


Normal Retirement Benefits for Certain
Employees Under Article III


	
 

	
 


	
A.

	
Effective July 1, 2000 the Normal Retirement Benefit for the
 following Participants shall thereafter be increased by the following
 percentages:








	
 

	
 

	
 

	
 

	
 


	
Participant

	
 

	
Percentage


	
 


	
 

	
 

	
 

	
 

	
 


	
Booth,
 Williams

	
 

	
10.40

	
%

	
 


	
Brown, Art

	
 

	
22.60

	
%

	
 


	
Carland,
 Robert

	
 

	
23.20

	
%

	
 


	
Childress,
 Gary

	
 

	
73.10

	
%

	
 


	
Clayton,
 Ronald

	
 

	
19.60

	
%

	
 


	
Fein,
 Matthew

	
 

	
1.60

	
%

	
 


	
Fudge,
 Thomas

	
 

	
5.20

	
%

	
 


	
Kauffman,
 Roger

	
 

	
117.30

	
%

	
 


	
Lang, Allan

	
 

	
27.70

	
%

	
 


	
Langstaff,
 Jon

	
 

	
14.20

	
%

	
 


	
Stilwell,
 John

	
 

	
46.30

	
%

	
 


	
Summers,
 Alastair

	
 

	
31.30

	
%

	
 


	
Veltkamp,
 Vicki

	
 

	
4.80

	
%

	
 


	
White,
 Michael B. White

	
 

	
29.60

	
%

	
 


	
Wollant,
 Douglas

	
 

	
13.00

	
%

	
 








	
 

	
 


	
B.

	
In no event shall the Normal Retirement Benefit exceed the benefit
 that would be determined if Compensation included amounts deferred into the
 Hecla Mining Company Executive Deferral Plan and amounts excluded under
 Section 401(a)(17) of the Code, and if compensation and service credited
 under any employment agreement between the Employee and Employer which so
 provides are included for purposes of determining retirement benefits. 


	
 

	
 


	
C.

	
In no event shall the above percentage increases cause the Plan to
 fail the nondiscrimination tests of Section 401(a)(4) and the regulations
 thereunder. If at any time the increases would cause the Plan to fail the
 nondiscrimination tests of Section 401(a)(4), such percentages shall be
 decreased for each listed Participant on a proportional basis.


	
 

	
 


	
D.

	
In no event shall any benefits provided under the Plan exceed the
 limitations of Section 415 as provided in Article V.





71









APPENDIX II


Normal Retirement Benefits for Certain
Employees Under Article III


	
 

	
 


	
A.

	
Effective August 1, 2005, the Normal Retirement Benefit for the
 following Participant(s) shall thereafter be increased by the following
 percentages:








	
 

	
 

	
 

	
 

	
 


	
Participant

	
 

	
Percentage


	
 


	
 

	
 

	
 

	
 

	
 


	
Garitone,
 Nancy

	
 

	
14.32

	
%

	
 





72









APPENDIX III


Kennecott Pension Plan Definitions Under
Article III


For purposes of Subparagraph D-6(b) of Article III, the terms below
shall have the following meaning. References to Section numbers in the
definitions below shall constitute references solely to the Kennecott Pension
Plan.


	
 

	
 


	
A.

	
Benefit
 Service


	
 

	
 


	
 

	
Benefit Service for any Participant shall equal the sum of his
 Benefit Service attributable to employment prior to January 1, 2003 as
 determined in accordance with the Plan as in effect on December 31, 2002 and
 his Benefit Service attributable to employment after December 31, 2002 as
 determined in accordance with this Section 2.03.


	
 

	
 


	
 

	
Each Eligible Employee shall be credited with Benefit Service under
 the Plan for the period or periods during which such Eligible Employee
 maintains an employment relationship with the Employer or an Affiliated
 Employer. An Eligible Employee’s employment relationship shall begin on the
 date the Eligible Employee first completes an Hour of Service as an Eligible
 Employee and shall end on his Severance from Service Date.


	
 

	
 


	
 

	
Except as provided in Sections 2.03(e) and (g) all periods of an
 Employee’s Benefit Service, whether or not consecutive, shall be aggregated.
 Benefit Service attributable to employment on or after January 1, 2003 shall
 be measured in elapsed years and fractions of years whereby each completed
 calendar month shall constitute one-twelfth of a year and days (based on a
 30-day month) when aggregated shall constitute a fraction of a year equal to
 the number of days divided by 365.


	
 

	
 


	
 

	
Notwithstanding any contrary provision of this Section 2.03, in the
 case of an Eligible Employee whose Employment Commencement Date (or if
 applicable, his Reemployment Commencement Date) is after December 1, 2002 and
 on or before December 1, 2003 and who completes a Year of Eligibility Service
 during the 12-month period that begins on such Employment Commencement Date
 (or if applicable, his Reemployment Commencement Date), Benefit Service
 attributable to service after December 31, 2002 for such Eligible Employee shall
 also include the period of employment between his Employment Commencement
 Date and December 31, 2002. Benefit Service attributable to such period of
 employment shall be determined in accordance with the Plan as in effect on
 December 31, 2002.


	
 

	
 


	
 

	
Except as provided in Section 7.04(c), no service earned under any
 qualified plan maintained by the Employer other than the Plan, the Kennecott
 Plan, the Luzenac Plan or the U.S. Borax Plan shall be counted as Benefit
 Service under the Plan.


	
 

	
 


	
 

	
If an Employee or Participant incurs a one-year Period of Severance
 and is subsequently rehired and has no nonforfeitable Accrued Benefit at the
 time of his one-year Period of Severance, his years Benefit Service prior to
 such one-year Period of 





73









	
 

	
 

	
 

	
 


	
 

	
Severance shall not be taken into account if the number of
 consecutive one-year Periods of Severance equals or exceeds the greater of
 (i) five, or (ii) his total years of Benefit Service prior to the one-year
 Period of Severance.


	
 

	
 

	
 

	
 


	
 

	
If an Employee or Participant incurs a one-year Period of Severance
 and he is subsequently rehired and (i) he has a nonforfeitable interest in
 his Accrued Benefit, or (ii) the number of consecutive one-year Periods of
 Severance is less than the greater of (A) five, or (B) his total of years of
 Benefit Service prior to the one-year Period of Severance, his years of
 Benefit Service prior to such one-year Period of Severance shall be restored
 to him.


	
 

	
 

	
 

	
 


	
 

	
In the event a Participant receives a distribution in accordance with
 Section 8.02(c) by the end of the second Plan year following the Plan Year in
 which his termination occurs and he is reemployed, the Benefit Service that
 is attributable to such distribution shall not be counted in determining the
 benefits he accrues subsequent to his Reemployment Commencement Date.


	
 

	
 

	
 

	
 


	
 

	
Notwithstanding the other provisions of this Section 2.03, any
 Participant who is an IPP Participant shall cease to accrue Benefit Service
 after September 30, 2007.


	
 

	
 

	
 

	
 


	
B.

	
Covered
 Compensation 


	
 

	
 

	
 

	
 


	
 

	
The average of the maximum taxable wage bases in effect in each year
 that would be used to calculate the primary Social Security benefit for an
 Employee retiring at his Social Security Retirement Age.


	
 

	
 

	
 

	
 


	
C.

	
Determination
of Final Average Earnings


	
 

	
 

	
 

	
 


	
 

	
Except as provided in Section 7.03, Final Average Earnings for a
 Participant shall be determined as follows:


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Determine all 36-consecutive month periods during the last 120 months
 of the Participant’s employment;


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Each 36-consecutive month period determined in paragraph (a) gives
 rise to one, two or three “averaging years” as follows:


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
A Participant who has been employed for at least 36 months will have
 three averaging years, each a 12-consecutive month period.


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
A Participant who has been employed for fewer than 36 months will
 have one, two or three averaging years, determined as follows:





74









	
 

	
 

	
 

	
 


	
Months of

 employment

	
 

	
Averaging years


	
12 or fewer
 months

	
 

	
One averaging year that begins on the Participant’s Employment
 Commencement Date and ends on his date of termination of employment


	
 

	
 

	
 

	
 


	
At least 12 but not more
 than 24 months

	
 

	
Two
 averaging years:


	
 

	
 

	
 


	
 

	
•

	
One averaging year that begins 12 months before his date of
 termination of employment and ends on his date of termination of employment


	
 

	
 

	
 


	
 

	
 

	
•

	
One averaging year that begins on the Participant’s Employment
 Commencement Date and ends 12 months before his date of termination of
 employment.


	
 

	
 

	
 

	
 


	
At least 24
 but not more than 36 months

	
 

	
Three
 averaging years:


	
 

	
 


	
 

	
•

	
One averaging year that begins 12 months before his date of
 termination of employment and ends on his date of termination of employment.


	
 

	
 

	
 


	
 

	
 

	
•

	
One averaging year that begins 24 months before his date of
 termination of employment and ends 12 months before his date of termination
 of employment.


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
One averaging year that begins on the Participant’s Employment
 Commencement Date and ends 24 months before his date of termination of
 employment.








	
 

	
 

	
 


	
 

	
(c)

	
For each averaging year, determine the “limited Base Pay” for the
 averaging year by disregarding any Base Pay in excess of the Annual Dollar
 Limit in effect on the first day of such averaging year; provided, however,
 that if the averaging year is less than a 12-month period, the applicable
 Annual Dollar Limit shall be the Annual Dollar Limit in effect on the day
 that is 12 months before the last day of such averaging year. For this
 purpose, the Annual Dollar Limit shall be prorated for any averaging year
 that is less than a 12-month period.


	
 

	
 

	
 


	
 

	
(d)

	
Determine the 36-consecutive month period during the last 120 months
 of the Participant’s employment during which the Participant had the highest
 aggregate limited Base Pay and determine the averaging years associated with
 such 36-consecutive month period as provided in paragraph (b).


	
 

	
 

	
 


	
 

	
(e)

	
For each averaging year determine the amount of earnings for the
 averaging year by adding one-half of the amount of any cash bonus (other than
 a cash bonus paid under a long-term incentive program of the Employer) paid
 to the Participant (and determined without regard to any deferral of such
 bonus under any deferred compensation program of the Employer) in the
 averaging year to the limited Base Pay for the averaging year determined in
 paragraph (c).


	
 

	
 

	
 


	
 

	
(f)

	
For each averaging year disregard any earnings determined in
 paragraph (e) that exceed the Annual Dollar Limit in effect on the first day
 of such averaging year; provided, however, that if the averaging year is less
 than a 12-month period, the applicable Annual Dollar Limit shall be the
 Annual Dollar Limit in effect on the day that is 12 months before the last
 day of such averaging year. For this purpose, the Annual Dollar Limit shall
 be prorated for any averaging year that is less than a 12-month period.





75









	
 

	
 

	
 

	
 


	
 

	
(g)

	
The Participant’s monthly Final Average Earnings are determined by
 aggregating the earnings determined in paragraph (f) for all of his averaging
 years and dividing such sum by the lesser of (i) 36 or (ii) the number of the
 Participant’s months of employment.


	
 

	
 

	
 

	
 


	
D.

	
Determination
 of Final Average Earnings for U.S. Borax Service


	
 

	
 

	
 

	
 


	
 

	
Notwithstanding Section 7.02, for purposes of determining benefits
 attributable to periods of employment with U.S. Borax, Inc. for a Participant
 who was a participant in the U.S. Borax Plan on December 31, 2002, Final
 Average Earnings shall be determined in the same manner as under Section
 7.02, but with Sections 7.02(e), (f) and (g) replaced with the following:


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Determine the Participant’s aggregate overtime pay for the
 three-consecutive calendar years ending before January 1, 2003 during which
 the Participant had the highest aggregate overtime pay and prorate such
 overtime pay over his averaging years.


	
 

	
 

	
 

	
 


	
 

	
(b)

	
If the Participant was a participant in the U.S. Borax Plan on
 December 31, 2002 determine the Participant’s vacation pay earned but not
 taken (up to 520 hours) as of the Participant’s termination date and prorate
 such vacation pay over his averaging years.


	
 

	
 

	
 

	
 


	
 

	
(c)

	
For each averaging year, determine the greater of (i) and (ii) as
 follows:


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
The sum of his vacation pay allocated to such averaging year in
 paragraph (f) and one-half of the amount of any cash bonus (other than a cash
 bonus paid under a long-term incentive program of the Employer) paid to the
 Participant (and determined without regard to any deferral of such bonus
 under any deferred compensation program of the Employer) during such
 averaging year.


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
The sum of his vacation pay allocated to such averaging year in
 paragraph (f) and his overtime pay allocated to such averaging year in
 paragraph (e).


	
 

	
 

	
 

	
 


	
 

	
(d)

	
For each averaging year, determine the amount of earnings for the
 averaging year by adding the amount determined in paragraph (g) to the
 limited Base Pay for the averaging year determined in paragraph (c).


	
 

	
 

	
 

	
 


	
 

	
(e)

	
For each averaging year, disregard any amounts determined under
 paragraph (h) that exceed the Annual Dollar Limit in effect on the first day
 of such averaging year; provided, however, that if the averaging year is less
 than a 12-month period, the applicable Annual Dollar Limit shall be the
 Annual Dollar Limit in effect on the day that is 12 months before the last
 day of such averaging year. For this purpose, the Annual Dollar Limit shall
 be prorated for any averaging year that is less than a 12-month period.





76









	
 

	
 

	
 


	
 

	
(f)

	
The Participant’s monthly Final Average Earnings for the Participant
 are determined by aggregating the earnings determined under paragraph (i) for
 all applicable averaging years and dividing the sum by the lesser of (i) 36
 or (ii) the number of the Participant’s months of employment.


	
 

	
 

	
 


	
 

	
(g)

	
For purposes of this Section 7.03, overtime earnings for any
 Participant who terminates after December 31, 2007 and vacation pay for any
 Participant who terminates after December 31, 2009 shall be disregarded.





77