EXHIBIT 10.7


WEYCO GROUP, INC. PENSION PLAN


Amended and Restated Effective January 1, 2006


The Weyco Group Inc. Pension Plan consists of Parts A, B and C











WEYCO GROUP, INC. PENSION PLAN


PART A











WEYCO GROUP, INC. PENSION PLAN
 PART A


Table of Contents

	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
Page
  
	
  
 
  	
  
 
  	
   
 	
  
 
  	
  


  
	
  PREAMBLE
  	
  
 
  	
   
 	
  
 
  	
   
 
	
  
ARTICLE I
  	
  
 
  	
  
DEFINITIONS AND CONSTRUCTION
  	
  
 
  	
  
1
  
	
 
	
 
	
 
	
 
	
 
	
 

	
  
1.01
  	
  
 
  	
  
 
  	
  
“Actuary”
  	
  
 
  	
  
1
  
	
  
1.02
  	
  
 
  	
  
 
  	
  
“Affiliated   Employer”
  	
  
 
  	
  
1
  
	
  
1.03
  	
  
 
  	
  
 
  	
  
“Committee”
  	
  
 
  	
  
1
  
	
  1.04
  	
  
 
  	
  
 
  	
  
“Company”
  	
  
 
  	
  
1
  
	
  
1.05
  	
  
 
  	
  
 
  	
  
“Employee”   means any person who is a participant in this Plan
  	
  
 
  	
  
1
  
	
  
1.06
  	
  
 
  	
  
 
  	
  
“ERISA”
  	
  
 
  	
  
1
  
	
  
1.07
  	
  
 
  	
  
 
  	
  
“Plan”
  	
  
 
  	
  
1
  
	
  1.08
  	
  
 
  	
  
 
  	
  
“Plan   Administrative” means the Company
  	
  
 
  	
  
1
  
	
  
1.09
  	
  
 
  	
  
 
  	
  
“Trust”
  	
  
 
  	
  
1
  
	
  
1.10
  	
  
 
  	
  
 
  	
  
“Trust Fund”
  	
  
 
  	
  
2
  
	
  
1.11
  	
  
 
  	
  
 
  	
  
“Trustee”
  	
  
 
  	
  
2
  
	  
	  
	  
	  
	  
	  

	
  ARTICLE II
  	
  
 
  	
  
PLAN FINANCING
  	
  
 
  	
  
3
  
	  
	  
	  
	  
	  
	  

	
  
2.01
  	
  
 
  	
  
 
  	
  
Contributions
  	
  
 
  	
  
3
  
	
  
2.02
  	
  
 
  	
  
 
  	
  
Trust Fund
  	
  
 
  	
  
3
  
	
  
2.03
  	
  
 
  	
  
 
  	
  
Non-Reversion
  	
  
 
  	
  
3
  
	  
	  
	  
	  
	  
	  

	
  ARTICLE III
  	
  
 
  	
  
ADMINISTRATION
  	
  
 
  	
  
4
  
	  
	  
	  
	  
	  
	  

	
  
3.01
  	
  
 
  	
  
 
  	
  
General   Administration
  	
  
 
  	
  
4
  
	
  
3.02
  	
  
 
  	
  
 
  	
  
Retirement   Committee
  	
  
 
  	
  
4
  
	
  
3.03
  	
  
 
  	
  
 
  	
  
Plan   Administrator Authority
  	
  
 
  	
  
4
  
	
  3.04
  	
  
 
  	
  
 
  	
  
Committee   Procedures
  	
  
 
  	
  
5
  
	
  
3.05
  	
  
 
  	
  
 
  	
  
Books and   Records
  	
  
 
  	
  
5
  
	
  
3.06
  	
  
 
  	
  
 
  	
  
Indemnity   Against Liability
  	
  
 
  	
  
5
  
	
  
3.07
  	
  
 
  	
  
 
  	
  
Claim and   Domestic Relations Order Review Procedure
  	
  
 
  	
  
6
  
	  
	  
	  
	  
	  
	  

	
  ARTICLE IV
  	
  
 
  	
  
PLAN AMENDMENT AND TERMINATION
  	
  
 
  	
  
7
  
	  
	  
	  
	  
	  
	  

	
  
4.01
  	
  
 
  	
  
 
  	
  
Amendment   and Termination
  	
  
 
  	
  
7
  
	
  
4.02
  	
  
 
  	
  
 
  	
  
Retroactive   Effect
  	
  
 
  	
  
7
  
	
  
4.03
  	
  
 
  	
  
 
  	
  
Distribution   of Assets
  	
  
 
  	
  
7
  
	
  4.04
  	
  
 
  	
  
 
  	
  
Manner of   Distribution
  	
  
 
  	
  
8
  
	
  
4.05
  	
  
 
  	
  
 
  	
  
Residual   Amounts
  	
  
 
  	
  
8
  
	
  
4.06
  	
  
 
  	
  
 
  	
  
Termination   Following Merger, Consolidation, or Transfer
  	
  
 
  	
  
8
  
	
  
4.07
  	
  
 
  	
  
 
  	
  
Withdrawal   by Participating Sponsor
  	
  
 
  	
  
8
  



i











Table of Contents
(continued)


 

	  
	  
	  
	  
	  
	 Page

	  
	  
	  
	  
	  
	

	
  
ARTICLE V
  	
  
 
  	
  
GUARANTIES AND LIABILITIES
  	
  
 
  	
  
10
  
	  
	  
	  
	  
	  
	  

	
  
5.01
  	
  
 
  	
  
 
  	
  
Duplications
  	
  
 
  	
  
10
  
	
  
5.02
  	
  
 
  	
  
 
  	
  
Nonguarantee   of Employment
  	
  
 
  	
  
10
  
	
  5.03
  	
  
 
  	
  
 
  	
  
Rights to   Plan Assets
  	
  
 
  	
  
10
  
	
  
5.04
  	
  
 
  	
  
 
  	
  
Nonalienation   of Benefits
  	
  
 
  	
  
10
  
	
  
5.05
  	
  
 
  	
  
 
  	
  
Individual   Liability
  	
  
 
  	
  
10
  
	  
	  
	  
	  
	  
	  

	
  
ARTICLE VI
  	
  
 
  	
  
GENERAL PROVISIONS
  	
  
 
  	
  
11
  
	  
	  
	  
	  
	  
	  

	
  6.01
  	
  
 
  	
  
 
  	
  
Facility of   Payment
  	
  
 
  	
  
11
  
	
  
6.02
  	
  
 
  	
  
 
  	
  
Identity of   Payee
  	
  
 
  	
  
11
  
	
  
6.03
  	
  
 
  	
  
 
  	
  
Written Communications
  	
  
 
  	
  
11
  
	
  
6.04
  	
  
 
  	
  
 
  	
  
Copy   Available
  	
  
 
  	
  
11
  
	
  6.05
  	
  
 
  	
  
 
  	
  
Evidence   Conclusive
  	
  
 
  	
  
11
  
	
  
6.06
  	
  
 
  	
  
 
  	
  
Name and   Address Changes
  	
  
 
  	
  
12
  
	
  
6.07
  	
  
 
  	
  
 
  	
  
Retirement   During Authorized Absence
  	
  
 
  	
  
12
  
	
  
6.08
  	
  
 
  	
  
 
  	
  
Construction
  	
  
 
  	
  
12
  
	
  6.09
  	
  
 
  	
  
 
  	
  
Headings
  	
  
 
  	
  
12
  
	
  
6.10
  	
  
 
  	
  
 
  	
  
Multiple   Copies
  	
  
 
  	
  
12
  
	
  
6.11
  	
  
 
  	
  
 
  	
  
Legislation   Governs
  	
  
 
  	
  
12
  
	
  
6.12
  	
  
 
  	
  
 
  	
  
Unclaimed   Benefits
  	
  
 
  	
  
13
  
	
  6.13
  	
  
 
  	
  
 
  	
  
Reemployment   Following Military Service
  	
  
 
  	
  
13
  
	
  
6.14
  	
  
 
  	
  
 
  	
  
Electronic   Alternative to Writings
  	
  
 
  	
  
13
  
	  
	  
	  
	  
	  
	  

	
  
ARTICLE VII
  	
  
 
  	
  
TOP-HEAVY PROVISIONS
  	
  
 
  	
  
14
  
	  
	  
	  
	  
	  
	  

	
  
7.01
  	
  
 
  	
  
 
  	
  
Application
  	
  
 
  	
  
14
  
	
  7.02
  	
  
 
  	
  
 
  	
  
Special   Vesting Rule
  	
  
 
  	
  
14
  
	
  
7.03
  	
  
 
  	
  
 
  	
  
Special Minimum   Benefit
  	
  
 
  	
  
14
  
	
  
7.04
  	
  
 
  	
  
 
  	
  
Special Plan   Compensation Cap
  	
  
 
  	
  
15
  
	
  
7.05
  	
  
 
  	
  
 
  	
  
Key Employee   Defined
  	
  
 
  	
  
15
  



ii











Table of Contents
(continued)

	  
	  
	  
	  
	  
	 Page

	  
	  
	  
	  
	  
	

	
  
ARTICLE VIII
  	
  
 
  	
  
GENERAL BENEFIT LIMITATIONS
  	
  
 
  	
  
16
  
	  
	  
	  
	  
	  
	  

	
  
8.01
  	
  
 
  	
  
 
  	
  
Limitation   on Annual Benefits
  	
  
 
  	
  
16
  
	
  
8.02
  	
  
 
  	
  
 
  	
  
Rule Where   an Employee is also Covered by a Defined Contribution Plan
  	
  
 
  	
  
20
  
	
  8.03
  	
  
 
  	
  
 
  	
  
Definitions
  	
  
 
  	
  
20
  
	
  
8.04
  	
  
 
  	
  
 
  	
  
Application   of Cost of Living Increases to Fresh Start Benefits
  	
  
 
  	
  
22
  
	  
	  
	  
	  
	  
	  

	
  
ARTICLE IX
  	
  
 
  	
  
GOVERNMENTAL LIMITATIONS
  	
  
 
  	
  
23
  
	  
	  
	  
	  
	  
	  

	
  
9.01
  	
  
 
  	
  
 
  	
  
In General
  	
  
 
  	
  
23
  
	
  9.02
  	
  
 
  	
  
 
  	
  
Interpretative   Rules
  	
  
 
  	
  
23
  
	  
	  
	  
	  
	  
	  

	
  
ARTICLE X
  	
  
 
  	
  
DIRECT ROLLOVER
  	
  
 
  	
  
25
  
	  
	  
	  
	  
	  
	  

	
  
10.01
  	
  
 
  	
  
 
  	
  
General Rule
  	
  
 
  	
  
25
  
	
  
10.02
  	
  
 
  	
  
 
  	
  
Definitions
  	
  
 
  	
  
25
  
	
  10.03
  	
  
 
  	
  
 
  	
  
$1,000 Rule
  	
  
 
  	
  
26
  
	  
	  
	  
	  
	  
	  

	
  
ARTICLE XI
  	
  
 
  	
  
EGTRRA AMENDMENTS
  	
  
 
  	
  
27
  
	  
	  
	  
	  
	  
	  

	
  
11.01
  	
  
 
  	
  
 
  	
  
Preamble
  	
  
 
  	
  
27
  
	
  
11.02
  	
  
 
  	
  
 
  	
  
Limitations   on Benefits
  	
  
 
  	
  
27
  
	
  11.03
  	
  
 
  	
  
 
  	
  
Increase in   Compensation Limit
  	
  
 
  	
  
29
  
	
  
11.04
  	
  
 
  	
  
 
  	
  
Modification   of Top-Heavy Rules
  	
  
 
  	
  
29
  
	
  
11.05
  	
  
 
  	
  
 
  	
  
Direct   Rollovers of Plan Distributions
  	
  
 
  	
  
30
  




iii











WEYCO GROUP, INC. PENSION PLAN


PART A


PREAMBLE


          Weyco Group, Inc. (known as “Weyenberg Shoe Manufacturing Company” until April 24, 1990) previously established and maintained the Weyenberg Shoe Manufacturing Company Salaried Employees Pension Plan (the “Salaried Plan”).


          Weyco Group, Inc. also previously established and maintained the Weyenberg Shoe Manufacturing Company Pension Plan for Hourly Paid Staff Employees (the “Hourly Plan”).  The assets and liabilities of the Hourly Plan were merged into the Salaried Plan effective January 1, 1992 and the resulting Plan was renamed as the Weyco Group, Inc. Pension Plan and Weyco Group, Inc. created a single document to set forth the provisions of each of the Salaried Plan and the Hourly Plan from the 1986 Tax Reform Act effective date (January 1, 1989) of each Plan until the date of the merger and, following the merger, the single plan resulting from such merger;


          Effective December 31, 2003, the assets and liabilities of the Weyco Group, Inc. Shoe Production Workers Pension Plan were merged into the Weyco Group, Inc. Pension Plan and Weyco Group, Inc. restated the Plan to set forth the terms and provisions of the merged plan.


          The Weyco Group, Inc. Pension Plan consists of Parts A, B and C.  Part A sets forth the provisions of general applicability such as the administration provisions, amendment and termination provisions, maximum benefit limitations, top heavy provisions, etc.  Part B sets forth the benefit structure applicable to the class of employees who would have been eligible under the provisions of this Plan as in effect prior to December 31, 2003.  Part C sets forth the benefit structure applicable to the class of employees would have been eligible under the Weyco Group, Inc. Shoe Production Workers Pension Plan as in effect prior to December 31, 2003.


          This Part A is restated effective as of January 1, 2006 (except to the extent a different effective date for a particular provision is specified.) 











ARTICLE I


DEFINITIONS AND CONSTRUCTION


          Words and phrases appearing in this Part A shall have the respective meanings set forth in this Article, unless the context clearly indicates to the contrary.  Any capitalized term used but not defined in this Part A shall have the same meaning as set forth in Part B or C, whichever is applicable.


          1.01     “Actuary” means an individual actuary enrolled with the Federal Joint Board for the Enrollment of Actuaries selected by the Company, or firm of actuaries at least one of whose members is so enrolled.


          1.02     “Affiliated Employer” means each corporation which is included as a member of a controlled group with the Company and trades or businesses, whether or not incorporated, which are under common control by or with the Company within the meanings of Sections 414(b) and 414(c) of the Internal Revenue Code, or any amendments thereof.  Further, the term shall include any members of the same “affiliated service group” within the meaning of Internal Revenue Code Section 414(m) or deemed as such pursuant to regulations under Code Section 414(o).


          1.03     “Committee” means the Retirement Committee, if any, appointed pursuant to Section 3.02 to aid in administration of the Plan.


          1.04     “Company” means Weyco Group, Inc.  “Company” also means any Affiliated Employer which has been authorized by the Board of Directors of Weyco Group, Inc. to participate as a sponsor hereof and which has adopted this Plan by resolution of its Board; provided, however, that for purposes of the power to amend the Plan or to terminate the Plan in whole or in part or to make decisions with respect to the selection of the Trustee or to serve as Plan Administrator, Company shall refer only to Weyco Group, Inc.  (Nunn-Bush Shoe Company has become a Company sponsoring the Plan as to its employees effective January 1, 1992.)  Any participating Company shall have the right to terminate participation in the Plan with respect to its own employees.


          1.05     “Employee” means any person who is a participant in this Plan.


          1.06     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.


          1.07     “Plan” means the Weyco Group, Inc. Pension Plan, the provisions of which are set forth herein, as amended from time to time.


          1.08     “Plan Administrator” means the Company.


          1.09     “Trust” means the Trust Agreement executed between the Company and the Trustee under the terms of which an irrevocable pension trust fund (the Trust Fund) is established to receive, hold and invest the contributions payable by the Company and the interest and other income thereon, and to pay pensions and expenses of the Plan as herein provided.


1











          1.10     “Trust Fund” means the assets of every kind and description attributable to the Plan held under the Trust Agreement.


          1.11     “Trustee” means the trustee designated from time to time by the Company, currently the Marshall & Ilsley Trust Company.  Such term shall also refer to all successor trustees.


2











ARTICLE II


PLAN FINANCING


          2.01     Contributions.


          No contributions shall be required or permitted under the Plan from any Employee.  The Company shall make such contributions to the Trust in such amounts and at such times as it shall determine, but at least in amounts and at times sufficient under accepted principles to maintain the Plan as a qualified employee pension plan meeting the minimum funding standard requirements of the Internal Revenue Code based upon the recommendations of the Actuary.  Forfeitures arising under the Plan for any reason shall be used as soon as possible to reduce the Company’s contributions under the Plan.  Except as provided in Title I and IV of the Employee Retirement Income Security Act of 1974, as amended, all benefits under the Plan shall be payable only from the Trust Fund and no liability for the payment of benefits under the Plan shall be imposed upon the Company or officers, directors, or
shareholders, agent or employees of the Company.


          2.02     Trust Fund.


          All contributions under this Plan shall be paid to the Trustee and deposited in the Trust Fund.  Except as otherwise provided in Section 2.03, all assets of the Trust Fund, including investment income, shall be retained for the exclusive benefit of the Employees and their beneficiaries and shall be used to pay benefits to such persons or to pay administrative expenses to the extent not paid by the Company.


          2.03     Non-Reversion.


          Except as provided in this Section, the Company shall not have any right, title or interest in the contributions made by it under the Plan and no part of the Trust Fund shall revert to it or for its benefit, except that


	
  
 
  	
  
(a)
  	
  
Upon   termination of the Plan and the allocation and distribution of the Trust Fund   as provided herein, any funds remaining in the Trust Fund with respect to the   Plan after the satisfaction of all benefit liabilities under the Plan (as   defined in Section 4001(a)(16) of the Employee Retirement Income   Security Act of 1974, as amended) shall revert to the Company.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
If a   contribution is made to the Trust by the Company by a mistake of fact, then   such contribution shall be returned to the Company within one year after the   payment of the contribution; and if any part or all of a contribution is   disallowed as a deduction under Section 404 of the Internal Revenue Code   with respect to the Company, then to the extent a contribution is disallowed   as a deduction it shall be returned to the Company within one year after the   disallowance.
  




          The Company hereby declares its intention that this Plan, as in effect from time to time, meet all requirements for tax qualified plans under the Internal Revenue Code, so that initial contributions and all succeeding contributions will be deductible under Section 404(a) and related provisions of the Internal Revenue Code, and all such contributions are hereby expressly made conditional upon such qualification of the Plan and the deductibility thereof.


3











ARTICLE III


ADMINISTRATION


          3.01     General Administration.


          The Company shall be the Plan Administrator of, and a named fiduciary under, the Plan and may designate and appoint one or more persons to aid it in carrying out its duties as administrator and fiduciary.  The Company (and any such person appointed by the Company) shall have such powers as may be necessary to carry out the provisions of and may, from time to time, establish rules for the administration of the Plan and the transaction of the Plan’s business.  In making any such determination or rule, the Company (and any person appointed by the Company) shall pursue uniform policies and shall not discriminate in favor of or against any Employee.


          3.02     Retirement Committee.


          The Company may establish a Retirement Committee to consist of not less than three nor more than five persons (and may provide for alternates for each such person), to act for it in the administration of the Plan.  The Company may at any time appoint a successor member or alternate or remove and replace a member or alternate of such Committee.  The members of the Committee shall not receive compensation with respect to their services as such.


          3.03     Plan Administrator Authority.


          The Company as Plan Administrator shall have such powers as may be necessary to direct the administration of the Plan, including, but not by way of limitation, the following:


	
  
 
  	
  
(a)
  	
  
To construe   and interpret the Plan, decide all questions of eligibility, and determine   the amount, manner, and time of payment of any benefits hereunder;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
To prescribe   forms to be used in the administration of the Plan;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
To make a   determination as to the right of any person to a benefit and to afford any   person dissatisfied with such determination the right to a hearing thereon;
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(d)
  	
  
To receive   such information as shall be necessary for the proper administration of the   Plan;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(e)
  	
  
To prepare   and distribute information explaining the Plan;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(f)
  	
  
To receive   and review the valuation of the Plan made by the Actuary;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(g)
  	
  
To receive   and review reports of the financial condition and of the receipts and   disbursements of the Trust Fund from the Trustee;
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(h)
  	
  
To appoint   or employ any agents it deems advisable, including accounting, legal, and   actuarial counsel;
  




4










	
  
 
  	
  
(i)
  	
  
To direct   the Trustee concerning all benefits which are to be paid from the Trust Fund   pursuant to the provisions of the Plan;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(j)
  	
  
To prescribe   such procedures, rules and regulations as it shall deem necessary or proper   for the efficient administration of the Plan.
  



          3.04    Committee Procedures.


          Any such Committee may in its regulations or by action delegate the authority to any one or more of its members to take any action on behalf of the Committee and as to such actions, no meetings or unanimous consent shall be required.  The Committee may also act at a meeting or by its unanimous written consent.  A majority of the members of the Committee shall constitute a quorum for the transaction of business and shall have full power to act hereunder.  All decisions shall be made by vote of the majority present at any meeting at which a quorum is present, except for actions in writing without a meeting which must be unanimous.  The Committee may appoint a Secretary who may, but need not be, a member of the Committee.  The Committee may adopt such bylaws and regulations as it deems desirable for the conduct of its affairs.  Any absent Committee member, and any dissenting
Committee member who (at the time of the making of any decision by the majority) registers his dissent in writing delivered at that time to the other Committee members, shall be immune to the fullest extent permitted by law from any and all liability occasioned by or resulting from the decision of the majority.  All rules and decisions of the Committee shall be uniformly and consistently applied to all persons in similar circumstances.  The Committee shall be entitled to rely upon the Company’s records as to information pertinent to calculations or determinations made pursuant to the Plan.  A member of the Committee may not vote or decide upon any matter relating solely to himself or vote in any case in which his individual right to claim to any benefit under the Plan is particularly involved.  If, in any case in which a Committee member is so disqualified to act, the remaining members cannot agree, then the Company will appoint a temporary substitute member to exercise all of
the powers of the disqualified member concerning the matter in which that member is disqualified to act.


          3.05     Books and Records.


          The Company shall maintain such books of accounts, records, and other data as may be necessary or advisable in its judgment for the proper administration of the Plan.  The Company shall keep on file, in such manner as it may deem convenient and proper, all reports received from the Trustee and the Actuary.


          3.06     Indemnity Against Liability.


          The Company shall hold harmless and defend any individual in the employment of the Company, any director of the Company, and any Committee member against any claim, action or liability asserted against him in connection with or any action or failure to act regarding the Plan, except as and to the extent that any such liability is determined by the Company to be based upon the individual’s own willful misconduct.  This indemnification shall not duplicate but may supplement any coverage available under any applicable insurance.


5











          3.07     Claim and Domestic Relations Order Review Procedure.


          The Plan Administrator shall establish and administer a reasonable written procedure for the filing of claims (requests for benefits) by the Participants or their Beneficiaries, and for determining the qualified status of any “domestic relations order” as defined in paragraph 206(d)(3) of ERISA, including segregation to the extent required by law of any amounts thereby contested, all in accordance with such regulations as may be issued by the Secretary of Labor.  The Plan Administrator shall provide written notice to any Participant, Beneficiary, or alternate payee whose claim for benefits under the Plan has been denied, setting forth the specific reasons for such denial, and shall afford a reasonable opportunity to any Participant or Beneficiary for a full and fair review of the decision denying the claim in accordance with such regulations as may be issued by the Secretary of Labor and
consistent with the claims procedure established by that Plan Administrator.


          The Plan Administrator shall have full and complete discretionary authority to determine eligibility for benefits, to construe the terms of the Plan and to decide any matter presented through the claims review procedure.  Any final determination by the Plan Administrator shall be binding on all parties.  If challenged in court, such determination shall not be subject to de novo review and shall not be overturned unless proven to be arbitrary and capricious upon the evidence considered by the Plan Administrator at the time of such determination.


6











ARTICLE IV


PLAN AMENDMENT AND TERMINATION


          4.01     Amendment and Termination.


          The Company expects the Plan to be permanent and continue indefinitely, but since future conditions affecting the Company cannot be anticipated or foreseen, the Company must necessarily and does hereby reserve the right to amend, modify or terminate the Plan at any time by action of its Board of Directors or by any person or persons authorized by the Board to take such action.  The Company may make any modifications or amendments to the Plan that are necessary or appropriate to qualify or maintain the Plan as a plan meeting the requirements of ERISA and the Internal Revenue Code and regulations thereunder as now in effect or hereafter amended.  No amendment of the Plan shall cause any part of the Trust Fund to be used for, or diverted to purposes other than for the exclusive benefit of the Employees or their beneficiaries covered by the Plan.


          4.02     Retroactive Effect.


          The Company may make such retroactive amendments as may be required by the Internal Revenue Service or by changes in the law from time to time in order to maintain qualification of the Plan and the Trust Fund under the appropriate provisions of the Internal Revenue Code or ERISA.  Anything to the contrary notwithstanding, any person who becomes entitled to a benefit from the Trust Fund shall not be affected by any benefit increases resulting from a subsequent Plan amendment, unless such amendment specifically provides otherwise.


          4.03     Distribution of Assets.


          Upon termination of the Plan as above provided (or upon partial termination as to Employees affected thereby), the rights of all affected Employees to benefits accrued to the date of termination shall be nonforfeitable; provided, however, that Employees shall be entitled to receive nonforfeitable benefits only from Plan assets, i.e., the Company does not guaranty that Plan assets shall be sufficient to pay all nonforfeitable benefits.  In the event of Plan termination, unless the Company will pay liquidation expenses, an amount estimated to be sufficient for that purpose shall be set aside, and the remaining portion of the Trust Fund held for the purposes of this Plan shall be used to provide for the payment of pensions in the following order of precedence:

	
  
 
  	
  
(a)
  	
  
To provide   for the payment of benefits to Employees or their beneficiaries which were in   pay status as of the beginning of the three year period ending on the   termination or complete discontinuance of contributions date (or which would   have been in pay status as of such date if the Employee had elected to retire   as of the earliest date on which he was eligible to retire and receive a   pension) based upon the provisions of the Plan (as in effect during the five   year period ending on the termination or complete discontinuance of   contributions date) under which such pension benefit would be the least;
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(b)
  	
  
To provide   for the payment of benefits to Employees or their beneficiaries in excess of   amounts covered in (a) above, to the extent such benefits are guaranteed by   the Pension Benefit Guaranty Corporation;
  




7










	
  
 
  	
  
(c)
  	
  
To provide   for the payment of benefits to Employees who are entitled to or eligible for   a Deferred Vested Pension (not including within the meaning thereof those   benefits which are nonforfeitable solely as a result of the termination of   the Plan) in excess of the amounts covered under (a) and (b) above; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
To provide   for the payment of all benefits to all other Employees according to the   respective actuarial values of their Accrued Pensions as of the termination   or complete discontinuance of contributions date.
  



          It is the express intention of the Plan that the foregoing allocation of assets upon termination be accomplished in accordance with the provisions of Section 4044 of ERISA and the provisions of such Act shall be controlling in the event of any conflict or inconsistency of the above with such provisions of said Act.


          4.04     Manner of Distribution.


          Any distribution after termination of the Plan shall be made in nontransferable annuity contracts, except that if the single sum Actuarially Equivalent value of an Employee’s Accrued Pension is not more than $3,500 ($5,000 after 1997) (or such higher amount as permitted under IRS regulations), or less, such single sum value shall be distributed to the Employee in lieu of any other benefit hereunder.


          4.05     Residual Amounts.


          Upon termination of the Plan, and notwithstanding any other provision of the Plan, the Company shall receive such amount, if any, as may remain after the satisfaction of all benefit liabilities (as defined in Section 4001(a)(16) of ERISA) under the Plan.


          4.06     Termination Following Merger, Consolidation, or Transfer.


          If the Plan is terminated immediately following its merger or consolidation with, or a transfer of its assets and/or liabilities to, another plan, the benefit payable to each affected Employee shall not be less than that which he would have received if the Plan had terminated immediately before the merger, consolidation, or transfer.


          4.07     Withdrawal by Participating Sponsor.

	
  
 
  	
  
(a)
  	
  
(i)
  	
  
The Actuary   shall maintain records as to the portion of the Trust Fund allocable (based   on uniform principles consistently applied) to the contributions of each   Company, but such records are for accounting purposes only.  The Plan shall constitute one Plan, i.e.,   assets of the Plan which are attributable to the contributions of each   sponsoring Company shall be available to provide benefits for Employees who   are its own employees and the employees of each of the other sponsoring   Companies hereunder.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
Weyco Group,   Inc., based on the recommendations of the Actuary, shall determine the amount   of total contributions to be made to the Plan each year.  The portion of such contributions   chargeable to each sponsoring Company hereunder shall be determined by Weyco Group,   Inc., based on the recommendations of the Actuary consistently applied.
  



8










	
  
 
  	
  
 
  	
  
(iii)
  	
  
Any   sponsoring Company may, by action of its Board of Directors, cease benefit   accruals for its own Employees.    Unless waived by each of the other sponsoring Employers, such Employer   shall have a continuing obligation to contribute to the Plan until the   portion of the Fund attributable to the contributions of such Company is at   least equal to the present value of the benefits on a termination basis, as   defined in IRS Reg. Section 1.414(l)-1, of the Employees (and former   Employees) of that Company.  Such   present value shall be determined under the funding assumptions being   utilized by the Actuary.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(iv)
  	
  
A Company   may, by action of its Board of Directors, direct the transfer of assets and   liabilities of its Employees (and former Employees) who are participating   hereunder to a new plan and a separate trust (or other form of funding   agency).  Upon receiving notice of   Internal Revenue Service approval of such replacement plan the Plan   Administrator shall transfer to that plan assets and liabilities attributable   to the Employees (and former Employees) of the Company creating the   replacement plan as determined by the Actuary consistent with the requirements   of Internal Revenue Code Section 414(1).  Such transfer shall be permitted only if the amount which would   be transferred under the foregoing provisions is no greater than the portion   of the Fund attributable to the contributions of the transferring Company.  In the event the Company has ceased to be   an Affiliated Employer with the remaining Companies who sponsor the Plan,
any   “excess assets” within the meaning of Internal Revenue Code   Section 414(1) to be allocated to the replacement plan shall, to the   extent permitted by law, be limited so that the total assets being   transferred do not exceed the portion of the Fund attributable to the   contributions to this Plan of the Company directing the transfer to the   replacement plan.
  



9











ARTICLE V


GUARANTIES AND LIABILITIES


          5.01     Duplications.


          There shall be no duplication of any benefits payable under the Plan.


          5.02     Nonguarantee of Employment.


          Employment rights shall not be enlarged or affected by reason of this Plan and when an Employee is retired or terminated, his employment relationship with the Company is terminated and his right to benefits is then determined by the terms of this Plan.


          5.03     Rights to Plan Assets.


          No Employee shall have any right to, or interest in, any assets of the Plan upon termination of his employment or otherwise, except as specifically provided herein.


          5.04     Nonalienation of Benefits.


          Benefits payable under this Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, except for the payment of benefits pursuant to qualified domestic relations orders as required by paragraph 206(d)(3) of ERISA or pursuant to federal tax liens as permitted by Code Section 401(a)(13)(C).  


          5.05     Individual Liability.


          To the extent permitted by law, it is declared to be the express purpose of the Plan that no liability whatever shall attach to or be incurred by the stockholders, officers, employees or directors of the Company or by the Committee or by reason of any of the terms or conditions of the Plan.


10











ARTICLE VI


GENERAL PROVISIONS


          6.01     Facility of Payment.


          If, in the Company’s judgment, any person entitled to make an election or to receive payment of a benefit is physically, mentally, or legally prevented from so doing, the Company may make such election or may authorize payment of such benefit to any person who, or institution which, in the Company’s judgment, is responsible for caring for the person entitled to the benefit.  If an amount becomes distributable to a minor or a person under legal disability, the Company may direct that such distribution may be made to such person without the intervention of any legal guardian or conservator, to a relative of such person for the benefit of such person or to the legal guardian or conservator of such person.  Any such distribution shall constitute a full discharge with respect to the Company as well as the Trust Fund, and the Company shall not be required to see to the application of any
distribution so made.


          6.02     Identity of Payee.


          If at any time any doubt as to the identity of any person entitled to payment of any benefit hereunder or as to the amount or time of any such payment arises, the Company shall direct that such sum be held in the Trust until its further order or until final order of a court of competent jurisdiction or that such sum be paid into a court of competent jurisdiction in accordance with any lawful procedures in such case made and provided.


          6.03     Written Communications.


          Any notice, request, instruction, or other communication to be given or made hereunder shall be in writing and either personally delivered to the addressee or mailed fully postpaid and properly addressed to such addressee at the last address for notice shown on the Company’s records.


          6.04     Copy Available.


          A copy of this instrument and of any and all future amendments thereto shall be available to Employees for inspection at all reasonable times.


          6.05     Evidence Conclusive.


          The Company, the Committee, and any person or persons involved in the administration of the Plan shall be entitled to rely upon any certification, statement, or representation made or evidence furnished by any person with respect to his age or other facts required to be determined upon any of the provisions of the Plan, and shall not be liable on account of the payment of any monies or the doing of any act or failure to act in reliance thereon.  Any such certification, statement, representation, or evidence, upon being duly made or furnished, shall be conclusively binding upon the person furnishing it but not upon the Company, the Committee, or any person involved in the administration of the Plan.  Nothing herein contained shall be construed to prevent any of such parties from contesting any such certification, statement, representation, or evidence or to relieve any person from the duty of
submitting satisfactory proof of his age or such other fact.


11











          6.06     Name and Address Changes.


          Each person entitled to a benefit hereunder shall at all times be responsible for notifying the Company of any change in his name and address.  If any check in payment of a benefit hereunder (which was mailed to the last address of the payee as shown on the Company’s records) is returned unclaimed, further payments shall be discontinued until the Company directs otherwise.


          6.07     Retirement During Authorized Absence.


          An Employee who has been granted an authorized leave of absence by the Company and who otherwise is eligible to retire and receive a pension may do so without returning to active employment with the Company.


          6.08     Construction.


          The masculine gender, where appearing in the Plan, shall be deemed to include the feminine or common genders, unless the context clearly indicates to the contrary.  The words “hereof,” “hereunder,” and other similar compounds of the word “here” shall mean and refer to the entire Plan, not to any particular provision or section.  Where applicable, words in the singular shall include the plural, and vice versa.


          6.09     Headings.


          The headings and subheadings in this instrument are inserted for convenience and reference only and are not to be used in construing the Plan or any provision thereof.


          6.10     Multiple Copies.


          This instrument may be executed in any number of counterparts, each of which shall be deemed the original but all of which shall constitute one and the same Plan.


          6.11     Legislation Governs.


          This Plan is intended to meet the requirements of Section 401 and related provisions of the Internal Revenue Code and all applicable provisions of ERISA and regulations thereunder and any amendments thereto or replacements thereof (hereinafter, the “Applicable Employee Benefits Law”) and this Plan shall be construed and operated accordingly.  In the event of any conflict between any part, clause or provision hereof and the Applicable Employee Benefits Law, the provisions of such law shall be deemed controlling and the conflicting part, clause or provision hereof shall be deemed superseded to the extent of the conflict.


12











          Any provision in this restated Plan originally created by amendment conditioned upon receipt of a favorable IRS determination letter shall be of no force and effect until such letter is received.


          The law of the State of Wisconsin shall govern this Plan in all matters which are to be determined by reference to state law as distinguished from federal law.


          6.12     Unclaimed Benefits.


          In the event a benefit cannot be paid due to an inability to locate the applicable Employee or beneficiary, such benefits shall be immediately forfeited.  Prior to any such forfeiture, the Committee shall make reasonable efforts to locate the person entitled to payment.  Any benefit forfeited pursuant to this Section 6.12 shall be restored and payable to the applicable Employee or beneficiary upon the making of a valid claim by such person.  Such person shall be entitled to any and all amounts which would have been payable to such person had the Committee been able to locate such Employee in time for payments to commence at Normal Retirement Date or, if later, the first of the month following his termination of employment.


          6.13     Reemployment Following Military Service.


          Notwithstanding any provision of this Plan to the contrary, effective as of December 12, 1994, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Internal Revenue Code.


          6.14     Electronic Alternative to Writings.


          Any election, designation, waiver or other action to be taken in writing pursuant to the provisions of this Plan may instead be made electronically to the extent permitted under IRS and Department of Labor regulations governing retirement plans and to the extent permitted under applicable procedures established by the Plan Administrator.


13











ARTICLE VII


TOP-HEAVY PROVISIONS


          7.01     Application.


          The provisions of this Article VII shall become effective only in any Plan Year in which the Plan is determined to be a top-heavy plan within the meaning of Section 416(g) of the Internal Revenue Code (the “Code”).  Generally, under Code Section 416(g) the Plan will be considered a top-heavy plan if:

	
   
  	
  
(a)
  	
  
sixty   percent (60%) or more of the aggregate present value of the Accrued Pensions   of Plan Participants who are participants in this Plan as of any   “determination date,” as defined in Section 416(g)(4) of the Code, i.e.,   December 31, is attributable to “key employees” as defined in   Section 7.05.  For this purpose,   the present value of accrued pensions in this Plan shall be determined on the   basis of the actuarial assumptions then being used for funding purposes; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
the Plan is   part of a required aggregation group, within the meaning of   Section 416(g) of the Code, and the required aggregation group is top-heavy.
  




          Notwithstanding paragraph (a) above, the Plan shall not be considered a top-heavy plan for any Plan Year in which the Plan is part of a required or a permissive aggregation group (within the meaning of Section 416(g) of the Code) which is not a top-heavy group.  If the Plan becomes “top-heavy” as of any determination date, then effective in the next succeeding Plan Year, the provisions of this Article VII shall apply.


          7.02     Special Vesting Rule.


          Notwithstanding any other provisions of Part B or C to the contrary, a Plan participant with at least 2 years of Vesting Service shall be entitled to a partial Deferred Vested Pension equal to the applicable percentage of his Accrued Pension, payable at the time provided in Part B or C, shown on the following table:


	
  
Years of
   Credited Service
  	
   
 	
  
Percentage   of Accrued Pension
   to which He is Entitled
  
	
  


  	
   
 	
  


  
	
  
2   years
  	
  
 
  	
  
20%
  
	
  
3   years
  	
  
 
  	
  
40%
  
	
  
4   years
  	
  
 
  	
  
60%
  
	
  
5   years or more
  	
  
 
  	
  
100%
  



          7.03     Special Minimum Benefit.


          Notwithstanding any other provisions of the Plan to the contrary, each Plan participant who is not a Key Employee shall be entitled to a minimum normal accrued pension equal to (i) the amount otherwise provided by this Plan or (ii) two percent (2%) of the Plan participant’s average compensation under Code Section 416 for the five-year period in which it was the highest multiplied by his years of Credited Service up to ten (10) years for each Plan Year in which the Plan was “top-heavy” (as defined in Section 416 of the Internal Revenue Code), whichever is greater.  If such pension becomes payable prior to Normal Retirement Date, the amount payable to the Plan participant as a Basic Pension shall be his accrued pension reduced by one-half percent (.5%) per month for each month by which the payment commencement date precedes Normal Retirement Date.


14











          7.04     Special Plan Compensation Cap.


          Notwithstanding any other provisions to the contrary, the total compensation (as defined in Section 415 of the Internal Revenue Code) of any Plan participant which is in excess of two hundred thousand dollars ($200,000) for any calendar years in which the Plan was “top-heavy” shall not be recognized by the Plan in computing benefits.  Such two hundred thousand dollars ($200,000) Plan Compensation Cap shall be adjusted for cost-of-living increases in the same manner as described in Section 415(c)(1)(A) of the Internal Revenue Code.


          7.05     Key Employee Defined.


          The term
“Key Employee” shall have the same meaning as is specified in
Section 416(i)(1) of the Internal Revenue Code, i.e., (i) certain officers
of the Company whose annual compensation in any calendar year is greater than
150% of the Code Section 415(c)(1)(A) amount, (ii) the ten (10)
employees with the largest equity ownership of the Company whose annual
compensation in any calendar year is greater than the Code
Section 415(c)(1)(a) amount, (iii) any employee with a five percent (5%)
equity interest in the Company and (iv) any employee with a one percent (1%)
equity interest in the Company whose annual compensation in any calendar year is
one hundred fifty thousand dollars ($150,000) or more.  The term “Key
Employee” as of any determination date shall be applied to any employee,
former employee, retired employee, vested terminated employee or his spouse or
beneficiary who was a “Key Employee” during the
calendar year (ending with the determination date) or in any of the four preceding calendar years.


15











ARTICLE VIII


GENERAL BENEFIT LIMITATIONS

	
  
 
  	
  
8.01
  	
  
Limitation   on Annual Benefits.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Anything to   the contrary herein notwithstanding, the maximum annual pension payable to an   Employee on a single life basis under any provision of this Plan (and any   other defined benefit pension plan of the Company or an Affiliated Employer)   shall not exceed the greater of:
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(i)
  	
  
$10,000; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
the lesser   of:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(1)
  	
  
$90,000   (which amount shall be adjusted automatically each Plan Year to the extent   permitted by and in accordance with the Internal Revenue Code and regulations   promulgated by the Secretary of the Treasury); or
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(2)
  	
  
100% of his   compensation during his highest three consecutive calendar years during which   he was both an active participant covered under this Plan and had his   greatest aggregate compensation from the Company.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
If an   Employee has fewer than 10 Years of Participation in the Plan, the applicable   maximum in subparagraph (a)(ii)(1) above shall be multiplied by a fraction of   which the numerator is his Years of Participation in the Plan and the   denominator is ten (10).  (For   purposes of the rule of Section 8.02 only, the phrase “ten years of   Vesting Service” shall replace the phrase “ten Years of Participation” in   applying the requirements of this paragraph (b)).
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
If an   Employee has fewer than 10 Years of Vesting Service, the applicable maximum   in each of subparagraphs (a)(i) and (a)(ii)(2) above shall be multiplied by a   fraction of which the numerator is his Years of Vesting Service, and the   denominator is 10.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
In no event   shall the limitations of subparagraph (c) reduce the ceiling in subparagraph   (a)(i) or subparagraph (a)(ii)(2) below 1/10 of the ceiling otherwise   applicable under such subparagraph.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(e)
  	
  
The   limitations of paragraphs (b), (c) and (d) above shall apply separately to   each change in the benefit structure of the Plan.
  



16










	
  
 
  	
  
(f)
  	
  
Except as   provided below, a benefit payable in a form other than a straight life   annuity must be adjusted to an Actuarial Equivalent straight life annuity   before applying the limitations of this Article.  For limitation years beginning before January 1, 1995, such   Actuarially Equivalent straight life annuity is equal to the greater of the   annuity benefit computed using the interest rate specified in the Plan for   adjusting benefits in the same form or 5 percent.  For limitation years beginning after December 31, 1994, the   Actuarially Equivalent straight life annuity is equal to the greater of the   annuity benefit computed using the interest rate and mortality table (or   other tabular factor) specified in the Plan for adjusting benefits in the   same form, and the annuity benefit computed using a 5 percent interest rate   assumption and the applicable mortality table as specified in the definition   of Actuarial Equivalent.  In
determining the Actuarially Equivalent straight life annuity for a benefit   form other than a nondecreasing annuity payable for a period of not less than   the life of the Participant (or, in the case of a qualified pre-retirement   survivor annuity, the life of the surviving spouse), or an annuity that   decreases during the life of the Participant merely because of (a) the death   of the survivor annuitant (but only if the reduction is not below 50% of the   annual benefit payable before the death of the survivor annuitant), or (b)   the cessation or reduction of Social Security supplements of qualified   disability payments (as defined in §401(a)(11), “the applicable interest   rate,” as specified in the definition of Actuarial Equivalent, will be   substituted for “a 5 percent interest rate assumption” in the preceding   sentence.  No actuarial adjustment to   the benefit is required for (a) the value of a qualified joint and survivor   annuity, (b) benefits that are
not directly related to retirement benefits   (such as the qualified disability benefit, pre-retirement death benefits, and   post-retirement medical benefits), and (c) the value of post-retirement   cost-of-living increases made in accordance with Section 415(d) of the   Internal Revenue Code and Section 1.415-3(c)(2)(iii) of the Income Tax   Regulations.  The annual benefit does   not include any benefits attributable to Employee contributions or rollover   contributions, or the assets transferred from a qualified plan that was not   maintained by the Employer or an Affiliated Employer.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(g)
  	
  
(i)
  	
  
If benefits   begin prior to Social Security Retirement Age, the limitation specified in   subparagraph (a)(ii)(1) above shall be replaced with a limitation which is   the Actuarial Equivalent of the limitation described at subparagraph   (a)(ii)(1) above beginning at the Social Security Retirement Age.  Computation of such Actuarial Equivalence   for purposes of this subparagraph shall be made in such manner as the   Secretary of the Treasury may prescribe which is consistent with the   reduction for old-age insurance benefits commencing before the Social   Security Retirement Age under the Social Security Act.  Unless regulations specify to the contrary:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(1)
  	
  
If a   Participant’s Social Security Retirement Age is 65, the applicable limitation   under subparagraph (a)(ii)(1) for benefits commencing on or after age 62 is   reduced by 5/9 of 1% for each month by which benefits commence before the   month in which the Employee attains age 65.
  



17










	
  
 
  	
  
 
  	
  
 
  	
  
(2)
  	
  
If a   Participant’s Social Security Retirement Age is greater than 65, the   limitation under subparagraph (a)(ii)(1) for benefits commencing at or after   age 62 is determined by reducing it by 5/9 of 1% for each of the first   36 months and 5/12 of 1% for each of the additional months (up to 24 months)   by which benefits commence before the month of the Participant’s Social   Security Retirement Age.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(3)
  	
  
The   limitation under subparagraph (a)(ii)(1) for benefits commencing prior to age   62 is the Actuarial Equivalent of the limitation for benefits commencing at   age 62, with the limitation under subparagraph (a)(ii)(1) for benefits   commencing at age 62 reduced for each month by which benefits commence before   the month in which a Participant attains age 62.  The annual benefit beginning prior to age 62 shall be   determined as the lesser of the equivalent annual benefit computed using the   interest rate and mortality table (or other tabular factor) specified in the   Plan for determining Actuarial Equivalence for early retirement benefits, and   the equivalent annual benefit computed using a 5 percent interest rate   and the applicable mortality table specified in the definition of Actuarial   Equivalent.  Any decrease in the   adjusted defined benefit dollar limitation determined in accordance with this   provision shall not reflect any
mortality decrement to the extent that   benefits will not be forfeited upon the death of the Participant.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
If benefits   begin after the Social Security Retirement Age, the limitation specified in   subparagraph (a)(ii)(1) above shall be increased so that it is the Actuarial   Equivalent of the limit described at subparagraph (a)(ii)(1) above beginning   at the Social Security Retirement Age.    The equivalent annual benefit beginning after Social Security   Retirement Age shall be determined as the lesser of (i) the equivalent   annual benefit computed using the interest rate and mortality table (or other   tabular factor) specified in the Plan for purposes of determining Actuarial   Equivalence for delayed retirement benefits and (ii) the equivalent   annual benefit computed using a 5 percent interest rate assumption and the   applicable mortality table specified in the definition of Actuarial   Equivalent.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(h)
  	
  
Because the   Plan was adopted and in effect before December 8, 1994, determinations under   Code Section 415(b)(2)(E) that are made before the “RPA ’94 freeze   date,” i.e., the date that is the earlier of:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
the later of   the date a Plan amendment incorporating the applicable interest rate and   mortality table in the Actuarial Equivalent definition was adopted or made   effective, and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
the first   day of the first limitation year beginning after December 31, 1999
  




18










	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
shall be made   with respect to an Employee’s RPA ‘94 old law benefit on the basis of Code   Section 415(b)(2)(E) as in effect on December 7, 1994, and the   provisions of the Plan as in effect on December 7, 1994, because such   provisions of the Plan met the requirements of Code Section 415(b)(2)(E)   as so in effect.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
The RPA ‘94   old law benefit is the Participant’s accrued benefit under the terms of the   Plan as of the RPA ‘94 freeze date, for the annuity starting date and   optional form and taking into account the limitations of Section 415, as   in effect on December 7, 1994, including the participation requirements under   Section 415(b)(5).  In   determining the amount of a Participant’s RPA ‘94 old law benefit, the following   shall be disregarded:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(i)
  	
  
Any plan   amendment increasing benefits adopted after the RPA ‘94 freeze date; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
Any cost of   living adjustments that become effective after such date.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
A   Participant’s RPA ‘94 old law benefit is not increased after the RPA ‘94   freeze date, but if the limitations of Section 415, as in effect on   December 7, 1994, are less than the limitations that were applied to   determine the Participant’s RPA ‘94 old law benefit on the RPA ‘94 freeze   date, then the Participant’s RPA ‘94 old law benefit will be reduced in   accordance with such reduced limitation.    If, at any date after the RPA ‘94 freeze date, the Participant’s total   Plan benefit, before the application of Section 415, is less than the   Participant’s RPA ‘94 old law benefit, the RPA ‘94 old law benefit will be   reduced to the Participant’s total Plan benefit.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
The RPA ‘94   freeze date is a date that is on or before the first day of the first   limitation year beginning after December 31, 1999, and is the same date that   the Section 417(e)(3) changes were made effective for the Plan.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Notwithstanding   any other provision hereof to the contrary, Method 3 of Rev. Rul. 98-1,   Question and Answer 14 shall be used in calculating the limitations of Code   Section 415(b)(2)(E).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(i)
  	
  
On January 1   of each year, to the extent the annual pension payable to a retired or   otherwise terminated participant has been limited by the maximum dollar   limitation imposed by Code Section 415(b)(1)(A) and Plan Section   8.01(a)(ii)(1), such pension shall automatically increase in accordance with   cost of living adjustments to the maximum dollar limitation on pension   benefits under Code Section 415(d)(1).
  




19











          8.02     Rule Where an Employee is also Covered by a Defined Contribution Plan.


          This Section 8.02 shall cease to be of any effect from and after January 1, 2000 for Participant who have not terminated employment prior to January 1, 2000.  If any Employee hereunder is also a participant under any defined contribution plan maintained by the Company or an Affiliated Employer for any limitation year, then the projected annual benefit payable as a single life pension hereunder shall be restricted so that the sum of the defined benefit plan fraction and the defined contribution plan fraction for any such year shall not exceed 1.0.  Such restriction shall be made in this Plan first, i.e. no adjustment shall be required in the defined contribution plan.  For purposes of this Section 8.02, “defined benefit plan fraction” shall mean a fraction (i) the numerator of which is the projected annual benefit of the Employee (the annual benefit to which such Employee
would be entitled under the terms of the defined benefit plan on the assumptions that he continues employment until his normal retirement age as determined under the terms of such defined benefit plan, that his compensation continues at the same rate as in effect in the year under consideration until the date of his normal retirement age and that all other relevant factors used to determine benefits under such defined benefit plan remain constant as of the current limitation year for all future years) under all defined benefit plans maintained by the Company and Affiliated Employers, determined as of the close of the limitation year, and (ii) the denominator of which is the lesser of (a) 1.25 multiplied by the maximum dollar limitation for such year for defined benefit plans pursuant to Internal Revenue Code Section 415 or (b) 1.4 multiplied by the projected annual benefit of such Employee under such defined benefit plans determined as of the close of the limitation year as if such defined
benefit plans provided the maximum benefits allowable under the Internal Revenue Code Section 415 expressed as a percentage of compensation; and “defined contribution plan fraction,” for any limitation year, shall mean a fraction (i) the numerator of which is the sum of the Annual Additions to the Employee’s account under all defined contribution plans maintained by the Company and Affiliated Employers in such limitation year and all other limitation years, and (ii) the denominator of which is the lesser of the sum for such limitation year and all prior limitation years of the Employee’s service with the Company and Affiliated Employers (including service prior to the effective date of the Plan) of the lesser for each such year of (a) 1.25 multiplied by the maximum dollar limitation under Code Section 415 for such year for defined contribution plans or (b) 1.4 times maximum amount of Annual Additions for such year to such Employee’s accounts under such defined
contribution plans expressed as a percentage of compensation which could have been made under the maximum dollar limitation of Internal Revenue Code Section 415 for defined contribution plans.



	
  
 
  	
  
8.03
  	
  
Definitions.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
For purposes   of this Article VIII, the term “Annual Additions” with respect to all defined   contribution plans (as defined in Section 414(i) of the Internal Revenue   Code) of the Company and any Affiliated Employers for any limitation year   means with regard to any Employee the sum (for any limitation year) of:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
Company and   Affiliated Employer contributions to all such plans in respect of said year;   and
  



20










	
  
 
  	  
	
  
(ii)
  	
  
(1)
  	
  
For   limitation years ending prior to January 1, 1987 the lesser of:
  
	
  
 
  	  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	  
	
  
 
  	
  
 
  	
  
a.
  	
  
The amount   of the Employee’s contribution, if any, in said year in excess of six percent   (6%) of his compensation received by such plans in said year; and
  
	
   
  	 
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	  
	
  
 
  	
  
 
  	
  
b.
  	
  
One-half (1⁄2)   of the Employee’s contributions to such plans in said year; and
  
	
  
 
  	  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	  
	
  
 
  	
  
(2)
  	
  
For   limitation years beginning after December 31, 1986:
  
	
  
 
  	  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	 
	
  
 
  	
  
 
  	
  
The amount   of any Employee contributions received by such plans in said year.
  
	
  
 
  	  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	  
	
  
(iii)
  	
  
Forfeitures   credited to such Employee’s accounts in respect of such year; and
  
	
  
 
  	  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	  
	
  
(iv)
  	
  
Amounts   described in Section 415(e)(1) and 419(A)(d)(2) of the Internal Revenue   Code.
  




          The Employee’s contributions mentioned in subparagraph (ii) above shall be determined without regard to rollover contributions from any individual retirement account, if any.




	
  
 
  	
  
(b)
  	
  
For purposes   of this Article VIII, “compensation” shall mean the Employee’s earnings from   his employment with the Company and Affiliated Employers, and, unless   otherwise required by regulation, includes bonuses and other taxable   payments, but excludes deferred compensation, stock options and other   distributions which received special tax benefits.  For limitation years beginning after December 31, 1997, for   purposes of applying the limitations of this Article, compensation paid or   made available during such limitation year shall include any elective   deferral (as defined in Code §402(g)(3)), and any amount which is contributed   or deferred by the Employer at the election of the Participant and which is   not includible in the gross income of the Participant by reason of  §125 or 132(f)(4).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
For purposes   of this Article VIII, a 50% test rather than an 80% test shall be used in   determining whether a corporation is an Affiliated Employer under Internal   Revenue Code Section 1563(a)(1).
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
For purposes   of this Article VIII, “Limitation Year” means the Plan Year.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(e)
  	
  
For purposes   of this Article VIII, “Year of Participation” shall mean a Plan Year during   which the Employee was covered under the Plan as an Employee described in   Article II on at least one day in such Plan Year.
  




21










	
  
 
  	
  
8.04
  	
  
Application   of Cost of Living Increases to Fresh Start Benefits.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Part B   utilizes the fresh start approach described in IRS Regulation Section   1.401(a)(4) - (13).  In particular,   for purposes of the fresh start rules, the individual’s frozen accrued   benefit under Part B Section 3.01(c)(1) and Part B Section 1.01(b)(iii) and   (c)(iii) is the December 31, 1988 accrued benefit under the Weyenberg Shoe   Manufacturing Company’s Salaried Employees’ Pension Plan as in effect on   December 31, 1988.  As provided under   LRM #24 for defined benefit plans, in connection with such fresh start if the   amount of a Participant’s December 31, 1988 frozen accrued benefit was   limited by the application of Code Section 415, the Participant’s December   31, 1988 frozen accrued benefit will be increased for years after that date   to the extent permitted under Code Section 415(d)(1).  The same rule shall apply to the December   31, 1993 frozen accrued benefit of any Employee who had a December
31, 1993   fresh start described in Part B Section 1.01(a).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
This   paragraph (b) has been added to the Plan by an amendment adopted in December   of the year 2000 and describes the effect of the foregoing paragraph (a) of   this Section 8.04 and Section 8.01(i) on two Employees in the Plan whose   benefits continue to be the December 31, 1988 fresh start benefits.  The interaction of the ongoing Plan provisions   with the Employees’ compensation levels and capped years of service has been   such that these two Employees have accrued no additional benefits subsequent   to December 31, 1988.  In the absence   of the ceiling on benefits established under Code Section 415(b)(1)(A) and   Plan Section 8.01(a)(ii)(A), the December 31, 1988 accrued pensions of these   two Employees would have been $207,525.20 and $230,729.34 respectively.  However, because of the limitations under   Code Section 415(b)(1)(A) and Plan Section 8.01(a)(ii)(A), the December 31,   1988 accrued benefit of each of these individuals
was $94,023.  One of the individuals retired and went   into pay status January 1, 1998.  The   pension payable to him for 1998 under the rules of paragraph (a) of this   Section 8.04 was $130,000.  This was   the December 31, 1988 benefit of $94,023 (as limited by Code Section   415(b)(l)(A) as then in effect) increased by the cost of living increases   permitted under Code Section 415(d)(1).    The same individual was entitled to a pension of $130,000 in 1999 and   $135,000 in the year 2000 because of the further increases in the limitation   described in Code Section 415(b)(1)(A) and Plan Section 8.01(a)(ii)(A) as a   result of the cost of living increases pursuant to Code Section 415(d)(1) and   Plan Section 8.01(i).  The other   individual is retiring and going into pay status effective January 1,   2001.  Therefore, that individual’s   pension payable in the year 2001 will be $140,000–the December 31, 1988 fresh   start amount of $94,023 increased for cost
of living increases pursuant to   Code Section 415(d)(1).  The pension   of each of the two individuals will continue to increase in the future   pursuant to Section 8.01(i) as and when the maximum pension available under   Code Section 415(b)(1)(A) and Plan Section 8.01(a)(ii)(A) increases as a   result of cost of living increases under Code Section 415(d)(1).
  



22











ARTICLE IX


GOVERNMENTAL LIMITATIONS

	
  
 
  	
  
9.01
  	
  
In General.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
          Notwithstanding   any other provisions in the Plan to the contrary, the retirement benefits   provided under the Plan from Company contributions shall be subject to the   following restrictions:
  
	
  
 
  
	
  
 
  	
  
(a)
  	
  
In the event   of the termination of the Plan, the benefit of any current or former Highly   Compensated Employee as defined in Section 9.02 is limited to a benefit   that is nondiscriminatory under Section 401(a)(4) of the Internal   Revenue Code.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
The annual   payments to a Restricted Employee, as defined below, are limited to an amount   equal to the payments that would be made on behalf of the Restricted Employee   under a Basic Pension that is the Actuarial Equivalent of the sum of the   Restricted Employee’s Accrued Pension and the Restricted Employee’s other   benefits under the Plan.
  




          Notwithstanding the foregoing, the restrictions in paragraph (b) above shall not apply if after payment of all benefits to a Restricted Employee, the value of Plan assets equals or exceeds 110% of the value of current liabilities as defined in Internal Revenue Code Section 412(1)(7), or if the value of a Restricted Employee’s benefits is less than 1% of the value of the Plan’s current liabilities.

	
  
 
  	
  
9.02
  	
  
Interpretative   Rules.
  
	
  
 
  	
  
 
  	
  
 
  
	
            For   purposes of this Article IX a “Restricted Employee” shall include the 25   most highly paid current and former Highly Compensated Employees.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
          “Highly   Compensated Employee” means any Employee who is a “Highly Compensated   Employee” within the meaning of Code Section 414(q), i.e., any employee   of the Company or any Affiliated Employer who:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
was more   than a 5% owner, as defined in Code Section 416(i)(1)(B), of the Company   or any Affiliated Employer during the Plan Year or immediately preceding Plan   Year; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
during the   immediately preceding Plan Year received annual compensation from the group   consisting of the Employer and any Affiliated Employers of more than $80,000   (or such greater amount as may be established by the Internal Revenue   Service) and was in the top 20% of employees in the group consisting of the   Company and any Affiliated Employers during that immediately preceding year.
  



          For purposes of this Section 9.02 “compensation” for any Plan Year shall have the same meaning as “compensation” for that Plan Year as defined in Section 8.03(b) plus for years prior to 1998 the amount of any contributions for the Employee under this Plan for that Plan Year and the amount of any elective deferrals of the Employee under a plan described in Internal Revenue Code Section 125 or 132(f)(4).


23











          In addition, for any Plan Year following reemployment after a termination of employment, an employee shall be treated as a Highly Compensated Employee if, either at the time he originally terminated employment or at any time after attaining age 55, he was a Highly Compensated Employee.


          The determination of who is a Highly Compensated Employee shall be made in accordance with Code Section 414(q) and regulations thereunder (including the use of any transition rules and/or available alternatives, as elected by the Company).


          For purposes of this Article IX a Restricted Employee’s benefits include loans in excess of the amount set forth in Internal Revenue Code Section 72(p)(2)(A), any periodic income, any withdrawal values payable to a living Restricted Employee, and any death benefits not provided for by insurance on the Restricted Employee’s life.


          The limitations in this Article IX shall automatically become inoperative and of no effect upon a ruling by the Internal Revenue Service that they are not required.


24











ARTICLE X


DIRECT ROLLOVER

	
  
 
  	
  
10.01
  	
  
General Rule.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
          This   Article applies to any eligible rollover distributions.  Notwithstanding any provision of the Plan   to the contrary that would otherwise limit a distributee’s election under   this Article, a distributee may elect, at the time and in the manner   prescribed by the Plan Administrator, to have any portion of an eligible   rollover distribution paid directly to an eligible retirement plan specified by   the distributee in a direct rollover.
  
	
  
 
  
	
  
 
  	
  
10.02
  	
  
Definitions.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(a)
  	
  
Eligible   rollover distribution:  an eligible   rollover distribution is any distribution otherwise authorized by the Plan of   all or any portion of the balance to the credit of the distributee, except   that an eligible rollover distribution does not include:  any distribution that is one of a series   of substantially equal periodic payments (not less frequently than annually)   made for the life (or life expectancy) of the distributee or the joint lives   (or joint life expectancies) of the distributee and the distributee’s   designated beneficiary, or for a specified period of ten years or more; any   distribution to the extent such distribution is required under   Section 401(a) of the Code; and the portion of any distribution that is   not includable in gross income determined without regard to the exclusion for   net unrealized appreciation with respect to employer securities).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Eligible   retirement plan:  An eligible   retirement plan is an individual retirement account described in   Section 408(a) of the Code, an individual retirement annuity described   in Section 408(b) of the Code, an annuity plan described in   Section 403(a) of the Code, or a qualified trust described in Section 401(a)   of the Code, that accepts the distributee’s eligible rollover   distribution.  However, in the case of   an eligible rollover distribution to the surviving spouse, an eligible   retirement plan is an individual retirement account or individual retirement   annuity.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
Distributee:  A distributee includes an employee or   former employee.  In addition, the   employee’s or former employee’s surviving spouse and the employee’s or former   employee’s spouse or former spouse who is the alternate payee under a   qualified domestic relations order, as defined in Section 414(p) of the   Code, are distributees with regard to the interest of the spouse or former   spouse.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
Direct   rollover:  A direct rollover is a   payment by the plan  to the eligible   retirement plan specified by the distributee.
  




25










	
   
  	
  
10.03
  	
  
$1,000 Rule.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
          If   the recipient should fail to make a direct rollover election with respect to   a distribution which is an eligible rollover distribution and if the amount   of that distribution is in excess of $1,000, then the Plan Administrator   shall cause the recipient’s distribution to be rolled to an individual   retirement account selected by the Plan Administrator.  (Of course, once such distribution is made   the recipient may elect to receive a distribution from that individual   retirement account or to roll the assets of that individual retirement   account to some other individual retirement account or employer sponsored   retirement plan authorized under the Code to accept rollovers.)  The rules of this Section 10.03 are   effective after December 31, 2001 or such later date as established under   applicable regulations.
  




26











ARTICLE XI


EGTRRA AMENDMENTS

	
  
 
  	
  
11.01
  	
  
Preamble.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Adoption and   effective date of amendment. This amendment of the   Plan is adopted to reflect certain provisions of the Economic Growth and Tax   Relief Reconciliation Act of 2001 (“EGTRRA”). This amendment is intended as   good faith compliance with the requirements of EGTRRA and is to be construed   in accordance with EGTRRA and guidance issued thereunder. Except as otherwise   provided, this amendment shall be effective as of the first day of the first   plan year beginning after December 31, 2001.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Supersession   of inconsistent provisions. This amendment shall   supersede the provisions of the Plan to the extent those provisions are   inconsistent with the provisions of this amendment.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.02
  	
  
Limitations   on Benefits.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Effective   date.  This   Section shall be effective for limitation years ending after December   31, 2001.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Effect on   Employees.    Benefit increases resulting from the increase in the limitations of   Section 415(b) of the Code will be provided to all current and former   Plan participants who have an accrued benefit in the Plan on December 31,   2001 other than an accrued benefit resulting from a benefit increase solely   as a result of the increases in limitations under Code Section 415(b).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
Definitions.
  





	
  
 
  	
  
 
  	
  
(i)
  	
  
Defined   benefit dollar limitation. 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.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
Maximum   permissible benefit: The “maximum permissible   benefit” is the lesser of the defined benefit dollar limitation or the   defined benefit compensation limitation (both adjusted where required, as   provided in (1) and, if applicable, in (2) or (3) below).
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(1)
  	
  
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.
  




27










	
  
 
  	
  
 
  	
  
 
  	
  
(2)
  	
  
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 (or other tabular factor) specified in   Section 1.02 of Part B of the plan and (ii) the actuarial equivalent (at   such age) of the defined benefit dollar limitation computed using a 5 percent   interest rate and the applicable mortality table as defined in the plan. Any   decrease in the defined benefit dollar
limitation determined in accordance   with this paragraph (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.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(3)
  	
  
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 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 (or other tabular factor) specified in Section 1.02 of Part B 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
Section 1.02 of Part B of the   plan. For these purposes, mortality between age 65 and the age at which   benefits commence shall be ignored.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(d)
  	
  
Multiemployer   Plans.  For   limitation years beginning after December 31, 2001, a multiemployer plan is   not combined or aggregated with a non-multiemployer plan for purposes of   applying the Section 415(b)(1)(B) compensation limit to the   non-multiemployer plan.
  




28










	
  
 
  	
  
11.03
  	
  
Increase in   Compensation Limit.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Increase in   limit.  The   annual compensation of each Plan 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, the compensation for any prior   determination period shall be $200,000.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Cost-of-living   adjustment.    The $200,000 limit on annual compensation in paragraph (a) shall be   adjusted for cost-of-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.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.04
  	
  
Modification   of Top-Heavy Rules.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(a)
  	
  
Effective   date.  This   Section 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(c) of the Code for such years. This   Section amends Article VII of the Plan.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Determination   of top-heavy status.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
Key employee.  Key employee means any employee or former   employee (including any deceased employee) who at any time during the Plan   Year that includes the determination date was an officer of the employer   having annual compensation greater than $130,000 (as adjusted under   Section 416(i)(1) of the Code for plan years beginning after   December 31, 2002), a 5 percent owner of the employer, or a 1   percent owner of the employer having annual compensation of more than   $150,000. For this purpose, annual compensation means compensation within the   meaning of Section 415(c)(3) of the Code. The determination of who is a   key employee will be made in accordance with Section 416(i)(1) of the   Code and the applicable regulations and other guidance of general   applicability issued thereunder.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
Determination   of present values and amounts.  Subparagraphs (iii) and (iv) below 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.
  




29










	
  
 
  	
  
 
  	
  
(iii)
  	
  
Distributions   during year ending on the determination date.  The present values of accrued benefits and   the amounts of account balances of an employee as of the determination date   shall be increased by the distributions made with respect to the employee   under the plan and any plan aggregated with the Plan under   Section 416(g)(2) of the Code during the 1 year period ending on the   determination date. The preceding sentence shall also apply to distributions   under a terminated plan which, had it not been terminated, would have been   aggregated with the plan under 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   substituting “5 year period” for “1 year period.”
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(iv)
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
Minimum   benefits.    For purposes of satisfying the minimum benefit requirements 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 service occurs during a Plan Year when the Plan   benefits (within the meaning of Section 410(b) of the Code) no key   employee or former key employee.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.05
  	
  
Direct   Rollovers of Plan Distributions.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Effective   date. This Section shall be effective for   limitation years ending after December 31, 2001.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Modification   of definition of eligible retirement plan. For   purposes of the direct rollover provisions in Article X 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.
  
	
   
  	
   
  	
   
  	
   
  	
   
  
	
   
  	
  (c)
  	
  Modification   of definition of eligible rollover distribution to include after-tax employee   contributions.    For purposes of the direct rollover provisions in Article X of   the Plan, a portion of a distribution shall not fail to be an eligible   rollover distribution merely because the portion consists of after-tax   employee contributions which are not includible in gross income. However,   such portion may be paid only to an individual retirement account or annuity   described in Section 408(a) or (b) of the Code, or to a qualified   defined contribution plan described in Section 401(a) or 403(a) of the   Code that agrees to separately account for amounts so transferred, including   separately accounting for the portion of such distribution which is   includible in gross income and the portion of such distribution which is not   so includible.
  



30











WEYCO GROUP, INC. PENSION PLAN


PART B


Amended and Restated Effective January 1, 2006











WEYCO GROUP, INC. PENSION PLAN
 PART B


Table of Contents

	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Page
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  


  
	
  PREAMBLE
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
ARTICLE I
  	
  
 
  	
  
DEFINITIONS
  	
  
 
  	
  
1
  
	
  
 
  	
  
 
  	
   
 	
  
 
  	
   
 
	
  
1.01
  	
  
 
  	
  
 
  	
  
“Accrued   Pension”
  	
  
 
  	
  
1
  
	
  
1.02
  	
  
 
  	
  
 
  	
  
“Actuarial   Equivalent”
  	
  
 
  	
  
5
  
	
  1.03
  	
  
 
  	
  
 
  	
  
“Actuary”
  	
  
 
  	
  
5
  
	
  
1.04
  	
  
 
  	
  
 
  	
  
“Affiliated   Employer”
  	
  
 
  	
  
5
  
	
  
1.05
  	
  
 
  	
  
 
  	
  
“Annuity   Starting Date”
  	
  
 
  	
  
5
  
	
  
1.06
  	
  
 
  	
  
 
  	
  
“Average   Annual Compensation”
  	
  
 
  	
  
5
  
	
  1.07
  	
  
 
  	
  
 
  	
  
“Basic   Pension”
  	
  
 
  	
  
6
  
	
  
1.08
  	
  
 
  	
  
 
  	
  
“Benefit   Rate”
  	
  
 
  	
  
6
  
	
  
1.09
  	
  
 
  	
  
 
  	
  
“Break in   Service”
  	
  
 
  	
  
6
  
	
  
1.10
  	
  
 
  	
  
 
  	
  
“Committee”
  	
  
 
  	
  
6
  
	
  1.11
  	
  
 
  	
  
 
  	
  
“Company”
  	
  
 
  	
  
6
  
	
  
1.12
  	
  
 
  	
  
 
  	
  
“Compensation”
  	
  
 
  	
  
7
  
	
  
1.13
  	
  
 
  	
  
 
  	
  
“Covered   Compensation”
  	
  
 
  	
  
7
  
	
  
1.14
  	
  
 
  	
  
 
  	
  
“Credited   Service”
  	
  
 
  	
  
7
  
	
  1.15
  	
  
 
  	
  
 
  	
  
“Disability”
  	
  
 
  	
  
8
  
	
  
1.16
  	
  
 
  	
  
 
  	
  
“Employee”
  	
  
 
  	
  
8
  
	
  
1.17
  	
  
 
  	
  
 
  	
  
“Employee   Year”
  	
  
 
  	
  
8
  
	
  
1.18
  	
  
 
  	
  
 
  	
  
“ERISA”
  	
  
 
  	
  
8
  
	
  1.19
  	
  
 
  	
  
 
  	
  
“ERISA   Amendment Date”
  	
  
 
  	
  
8
  
	
  
1.20
  	
  
 
  	
  
 
  	
  
“Final   Average Compensation”
  	
  
 
  	
  
8
  
	
  
1.21
  	
  
 
  	
  
 
  	
  
“General   Permitted Disparity Factor”
  	
  
 
  	
  
9
  
	
  
1.22
  	
  
 
  	
  
 
  	
  
“Hour of   Service”
  	
  
 
  	
  
9
  
	
  1.23
  	
  
 
  	
  
 
  	
  
“Hourly Paid   Staff Employee”
  	
  
 
  	
  
9
  
	
  
1.24
  	
  
 
  	
  
 
  	
  
“Joint and   Survivor Pension”
  	
  
 
  	
  
10
  
	
  
1.25
  	
  
 
  	
  
 
  	
  
“Plan”
  	
  
 
  	
  
10
  
	
  
1.26
  	
  
 
  	
  
 
  	
  
“Plan Year”
  	
  
 
  	
  
10
  
	
  1.27
  	
  
 
  	
  
 
  	
  
“Retirement   Date”
  	
  
 
  	
  
10
  
	
  
1.28
  	
  
 
  	
  
 
  	
  
“Salaried   Employee”
  	
  
 
  	
  
10
  
	
  
1.29
  	
  
 
  	
  
 
  	
  
“Salesmen’s   Permitted Disparity Factor”
  	
  
 
  	
  
10
  
	
  
1.30
  	
  
 
  	
  
 
  	
  
“Social   Security Retirement Age”
  	
  
 
  	
  
10
  
	
  1.31
  	
  
 
  	
  
 
  	
  
“Vesting   Service”
  	
  
 
  	
  
11
  




i











Table of Contents
(continued)

	 
	  
	  
	  
	  
	 Page

	 
	  
	  
	  
	  
	

    
	
  
 ARTICLE II
  	
  
 
  	
   ELIGIBILITY
 	
  
 
  	
  12
 
	
  
 
  	
   
 	
  
 
  	
   
 
	
  
2.01
  	
  
 
  	
  
 
  	
  
Prior to   January 1, 1992
  	
  
 
  	
  
12
  
	
  
2.02
  	
  
 
  	
  
 
  	
  
After   December 31, 1991
  	
  
 
  	
  
12
  
	
  
2.03
  	
  
 
  	
  
 
  	
  
Leased   Employees
  	
  
 
  	
  
13
  
	
  2.04
  	
  
 
  	
  
 
  	
  
Transition   Rule For Employees Over Age 60 When Hired
  	
  
 
  	
  
13
  
	
   
 	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
ARTICLE III
  	
  
 
  	
  
RETIREMENT BENEFITS
  	
  
 
  	
  
14
  
	
  
 
  	
  
 
  	
   
 	
  
 
  	
   
 
	
  
3.01
  	
  
 
  	
  
 
  	
  
Normal Retirement   Pension
  	
  
 
  	
  
14
  
	
  3.02
  	
  
 
  	
  
 
  	
  
Early   Retirement Benefit
  	
  
 
  	
  
16
  
	
  
3.03
  	
  
 
  	
  
 
  	
  
Disability   Pension
  	
  
 
  	
  
16
  
	
  
3.04
  	
  
 
  	
  
 
  	
  
Method of   Payment - Joint and Survivor Pension
  	
  
 
  	
  
17
  
	
  
3.05
  	
  
 
  	
  
 
  	
  
Required   Distribution If Employed Beyond Age 701⁄2
  	
  
 
  	
  
20
  
	
  3.06
  	
  
 
  	
  
 
  	
  
Code   Requirements
  	
  
 
  	
  
21
  
	
  
3.07
  	
  
 
  	
  
 
  	
  
Re-employment
  	
  
 
  	
  
22
  
	
  
3.08
  	
  
 
  	
  
 
  	
  
Special   Additional Pension
  	
  
 
  	
  
24
  
	
   
 	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  ARTICLE IV
  	
  
 
  	
  
SEVERANCE BENEFIT
  	
  
 
  	
  
26
  
	
  
 
  	
  
 
  	
   
 	
  
 
  	
   
 
	
  
4.01
  	
  
 
  	
  
 
  	
  
Deferred   Vested Pension
  	
  
 
  	
  
26
  
	
  
4.02
  	
  
 
  	
  
 
  	
  
Payment   Procedures
  	
  
 
  	
  
26
  
	
  
4.03
  	
  
 
  	
  
 
  	
  
Election of   Former Vesting Provisions
  	
  
 
  	
  
26
  
	
  4.04
  	
  
 
  	
  
 
  	
  
Effect of   Termination Prior to Eligibility for a Deferred Vested Pension
  	
  
 
  	
  
26
  



 




ii








Table of Contents
(continued)

	
   
 	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Page
  
	
   
 	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  


  
	
  ARTICLE V
  	
  
 
  	
  
DEATH BENEFITS
  	
  
 
  	
  
27
  
	
  
 
  	
  
 
  	
   
 	
  
 
  	
   
 
	
  
5.01
  	
  
 
  	
  
 
  	
  
Survivor   Income Benefit
  	
  
 
  	
  
27
  
	
  
5.02
  	
  
 
  	
  
 
  	
  
After   Annuity Starting Date
  	
  
 
  	
  
27
  
	
  
5.03
  	
  
 
  	
  
 
  	
  
Death Before   Annuity Starting Date
  	
  
 
  	
  
27
  
	
   
 	
   
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
ARTICLE VI
  	
  
 
  	
  
TRANSFERS
  	
  
 
  	
  
28
  
	
  
 
  	
  
 
  	
   
 	
  
 
  	
   
 
	
  
6.01
  	
  
 
  	
  
 
  	
  
From or to   Another Defined Benefit Plan of the Company
  	
  
 
  	
  
28
  
	
  
6.02
  	
  
 
  	
  
 
  	
  
From or to a   Defined Contribution Plan of the Company
  	
  
 
  	
  
28
  
	
  6.03
  	
  
 
  	
  
 
  	
  
Transfer   from or to an Affiliated Employer
  	
  
 
  	
  
29
  
	
   
 	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
ARTICLE VII
  	
  
 
  	
  
IMPACT OF AMENDMENTS ON PRIOR RETIRED OR TERMINATED EMPLOYEES
  	
  
 
  	
  
30
  
	
  
 
  	
  
 
  	
   
 	
  
 
  	
   
 
	
  
7.01
  	
  
 
  	
  
 
  	
  
General Rule
  	
  
 
  	
  
30
  
	
  7.02
  	
  
 
  	
  
 
  	
  
Exception
  	
  
 
  	
  
30
  
	
   
 	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
ARTICLE VIII
  	
  
 
  	
  
GENERAL PROVISIONS
  	
  
 
  	
  
31
  
	
  
 
  	
  
 
  	
   
 	
  
 
  	
   
 
	
  
8.01
  	
  
 
  	
  
 
  	
  
Full Vesting   Upon Attainment of Age 65
  	
  
 
  	
  
31
  
	
  8.02
  	
  
 
  	
  
 
  	
  
Minimum   Optional Form of Benefit
  	
  
 
  	
  
31
  
	
  
8.03
  	
  
 
  	
  
 
  	
  
Small   Amounts
  	
  
 
  	
  
32
  
	
   
 	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
ARTICLE IX
  	
  
 
  	
  
COVERAGE OF ADLER SHOE SHOPS, INC. EMPLOYEES
  	
  
 
  	
  
33
  
	
   
  	
  
 
  	
   
 	
  
 
  	
   
 
	
  
9.01
  	
  
 
  	
  
 
  	
  
Effective   Date
  	
  
 
  	
  
33
  
	
  
9.02
  	
  
 
  	
  
 
  	
  
Service
  	
  
 
  	
  
33
  
	
  
9.03
  	
  
 
  	
  
 
  	
  
No Reduction   of Benefits
  	
  
 
  	
  
33
  



iii











WEYCO GROUP, INC. PENSION PLAN
 PART B


PREAMBLE


          This document sets forth the terms and provisions of Part B of the Weyco Group, Inc. Pension Plan.  Employees eligible under this Part B are those employees who would have been eligible under the Weyco Group, Inc. Pension Plan had the merger of the Weyco Group Inc. Shoe Production Workers Pension Plan into the Weyco Group, Inc. Pension Plan not taken place.  This Part B is restated effective as of January 1, 2006 (except to the extent a different effective date for a particular provision is otherwise specified.)











ARTICLE I


DEFINITIONS


          Words and phrases appearing in this Part B shall have the respective meanings set forth in this Article, unless the context clearly indicates to the contrary.  Any reference to an Article or Section shall mean an Article or Section in this Part B unless specified to the contrary.  Any capitalized term used in this Part B which is not defined in Part B shall have the same meaning as in Part A of the Plan.


          1.01     “Accrued Pension”

	
   
 	
  
(a)
  	
  
There are   two types of Accrued Pension under the Plan.    The Normal Accrued Pension and the Early Accrued Pension.  Any reference to the term “Accrued   Pension” shall be deemed to refer to the “Normal Accrued Pension” in the case   of a benefit which is commenced to be paid at or after Normal Retirement Date   (or to a pension to be paid under Section 3.03) and shall be deemed to refer   to the Early Accrued Pension in the case of a benefit which is commenced to   be paid prior to Normal Retirement Date (except in the case of a pension to   be paid under Section 3.03).  In   calculating the Normal Accrued Pension or the Early Accrued Pension, such   pension shall be based upon Average Annual Compensation, Final Average   Compensation, Covered Compensation and Credited Service at the date of the   Employee’s termination of employment (or the earlier termination of the Plan   or his earlier transfer from the covered
group of employees).  In no event shall the Accrued Pension of   an Employee whose employment termination date with the Company is subsequent   to December 31, 1993 be less than his December 31, 1993 Accrued   Pension calculated under the benefit formula as in effect on   December 31, 1993.  As provided   in option 3 of Part II of Internal Revenue Service Revenue   Procedure 94-13, from and after January 1, 1994, the Accrued   Pension of each “401(a)(17) Employee” (as defined below) will be   determined as follows:
  
	
   
 	
   
 	
   
 
	
   
 	
   
 	
  (i)
  	
  
Each   401(a)(17) Employee’s Accrued Pension under this Plan will be the   greater of the Accrued Pension determined for the Employee under (1)   or (2) below:
  
	
   
 	
   
 	
   
 	
   
 
	
   
 	
   
 	
   
 	
  
(1)
  	
  
The   Employee’s Accrued Pension determined with respect to the benefit formula   applicable on January 1, 1994, as applied to the Employee’s total years   of employment taken into account under the Plan for the purpose of benefit   accruals, or
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
   
 	
   
 	
   
 	
  
(2)
  	
  
The sum of:

	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
   
 	
   
 	
   
 	
   
 	
  a.
  	
  
The   Employee’s Accrued Pension as of December 31, 1993, frozen in accordance   with Section 1.401(a)(4)-13 of IRS regulations, and
  




1










	
   
 	
   
 	
   
 	
   
 	
  
b.
  	
  
The   Employee’s Accrued Pension determined under the benefit formula applicable on   January 1, 1994, as applied to the Employee’s years of employment   credited to the Employee from and after January 1, 1994, for purposes of   benefit accruals.
  
	 
	 
	 
	 
	 
	 

	
   
 	
   
 	
  
(ii)
  	
  
A   “401(a)(17) Employee” means an Employee whose current Accrued Pension as   of a date on or after January 1, 1994, is based on Compensation for   a year beginning prior to January 1, 1994 that exceeded $150,000.
  
	 
	 
	 
	 
	 
	 

	
   
 	
  (b)
  	
  
The term   “Normal Accrued Pension” is the Basic Pension to which an Employee would be   entitled at his Normal Retirement Date in the event of his termination for   any reason prior to his Normal Retirement Date (or the earlier termination of   the Plan or his earlier transfer from the covered group of employees) and is   the higher of (i), (ii), (iii) or (iv) below:
  
	 
	 
	 
	 
	 
	 

	
   
 	
   
 	
  
(i)
  	
  
(1)
  	
  
An amount   equal to one-twelfth (1/12) multiplied by the remainder of a. minus b. below:
  
	 
	 
	 
	 
	 
	 

	
   
 	
   
 	
   
 	
   
 	
  
a.
  	
  
One and   six-tenths percent (1.6%) of his Average Annual Compensation multiplied by his   number of years of Credited Service to a maximum of 25 such years; minus
  
	 
	 
	 
	 
	 
	 

	
   
 	
   
 	
   
 	
   
 	
  
b.
  	
  
The General   Permitted Disparity Factor multiplied by his Final Average Compensation (but   not in excess of Covered Compensation) multiplied by his number of years of   Credited Service to a maximum of 25 such years; provided, however, that the   amount of offset under this subparagraph shall not exceed 50% of the amount   of benefit calculated under the immediately preceding subparagraph.
  
	 
	 
	 
	 
	 
	 

	
   
 	
   
 	
   
 	
  (2)
  	
  
Notwithstanding   subparagraph (1) above, for any Employee who is a salesman, an amount equal   to one-twelfth (1/12) multiplied by the remainder of a. minus b. below:
  
	 
	 
	 
	 
	 
	 

	
   
 	
   
 	
   
 	
   
 	
  
a.
  	
  
One (1%) of   his Average Annual Compensation multiplied by his number of years of Credited   Service to a maximum of 25 such years; minus
  
	 
	 
	 
	 
	 
	 

	
   
 	
   
 	
   
 	
   
 	
  
b.
  	
  
The   Salesmen’s Permitted Disparity Factor multiplied by his Final Average   Compensation (but not in excess of Covered Compensation) multiplied by his   number of years of Credited Service to a maximum of 25 such years; provided,   however, that the amount of offset under this subparagraph shall not exceed   50% of the amount of benefit calculated under the immediately preceding   subparagraph.
  




2










	
   
 	
   
 	
  (ii)
  	
  
In the case   of an Employee who had been covered under the Weyenberg Shoe Manufacturing   Company’s Salaried Employees Pension Plan as in effect on December 31, 1988   and who is entitled to the special minimum benefit described in Section   3.01(d) hereof, the amount of Accrued Pension determined under the rules of   Section 1.01 of the Salaried Employees Plan as in effect on December 31,   1988 (but limited by 3.01(d) hereof) payable at Normal Retirement Date.  However, in computing such pension the   definition of Compensation contained in this document (but multiplied times   1/12) shall be substituted for the definition of Earnings contained in the   Weyenberg Shoe Manufacturing Company Salaried Employees Pension Plan as in   effect on December 31, 1988 for determining the amount of Earnings of   the Employee in Plan years after 1988 (but not for Plan years prior to 1989).
  
	
   
 	
   
 	
   
 	
   
 
	
   
 	
   
 	
  
(iii)
  	
  
In the case   of an Employee who had been covered under the Weyenberg Shoe Manufacturing   Company’s Salaried Employees Pension Plan as in effect on December 31,   1988, the amount of Accrued Pension through December 31, 1988 as   determined under the rules of such Plan as in effect on December 31,   1988.
  
	
   
 	
   
 	
   
 	
   
 
	
   
 	
   
 	
  (iv)
  	
  
For an   Hourly Paid Staff Employee, the Benefit Rate multiplied by his number of   years of Credited Service.
  
	
   
 	
   
 	
   
 	
   
 
	
   
 	
  
(c)
  	
  
The term   “Early Accrued Pension” means the Basic Pension to which the Employee is   entitled on his benefit commencement date which precedes his Normal   Retirement Date.  The Early Accrued   Pension is the higher of (i), (ii), (iii) or (iv) below:
  
	
   
 	
   
 	
   
 
	
   
 	
   
 	
  
(i)
  	
  
(1)
  	
  
An amount   equal to one-twelfth (1/12) multiplied by the remainder of a. minus b. below:
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
   
 	
   
 	
   
 	
   
 	
  
a.
  	
  
(i) One and   six-tenths percent (1.6%) of his Average Annual Compensation multiplied by   his number of years of Credited Service to a maximum of 25 such years reduced   by (ii) one-half percent (0.5%) for each month that the benefit   commencement date precedes his Normal Retirement Date; minus
  
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
   
 	
   
 	
   
 	
   
 	
  b.
  	
  
The General   Permitted Disparity Factor multiplied by Final Average Compensation (but not   in excess of Covered Compensation) multiplied by his number of years of   Credited Service to a maximum of 25 such years; provided, however, that the   amount of offset under this subparagraph shall not exceed 50% of the amount   of benefit calculated under the immediately preceding subparagraph.
  




3










	
   
 	
   
 	
   
 	
  
(2)
  	
  
Notwithstanding   subparagraph (1) above, for any Employee who is a salesman, an amount equal   to one-twelfth (1/12) multiplied by the remainder of a. minus b. below:
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
   
 	
   
 	
   
 	
   
 	
  a.
  	
  
(i)  One percent (1%) of his Average Annual   Compensation multiplied by his number of years of Credited Service to a   maximum of 25 such years reduced by (ii) one-half percent (0.5%) for each   month that the benefit commencement date precedes his Normal Retirement Date;   minus
  
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
   
 	
   
 	
   
 	
   
 	
  
b.
  	
  
The   Salesmen’s Permitted Disparity Factor multiplied by Final Average   Compensation (but not in excess of Covered Compensation) multiplied by his   number of years of Credited Service to a maximum of 25 such years; provided,   however, that the amount of offset under this subparagraph shall not exceed   50% of the amount of benefit calculated under the immediately preceding   subparagraph.
  
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
   
 	
   
 	
  
(ii)
  	
  
In the case   of an Employee who had been covered under the Weyenberg Shoe Manufacturing   Company Salaried Employees Pension Plan as in effect on December 31, 1988   entitled to the special minimum benefit described in Section 3.01(d) hereof,   the amount of Accrued Pension determined under the rules of Section 1.01 of   the Salaried Employees Plan as in effect on December 31, 1988 (but   limited by 3.01(d) hereof) actuarially reduced using the factors described at   Table I hereto to account for the fact that payment commences prior to Normal   Retirement Date.  However, in   computing such pension the definition of Compensation contained in this   document (but multiplied times one-twelfth) shall be substituted for the   definition of Earnings contained in the Weyenberg Shoe Manufacturing Company   Salaried Employees Pension Plan as in effect on December 31, 1988 for   determining the amount of Earnings of the Employee in Plan Years after 1988
(but not for Plan Years prior to 1989).
  
	
   
 	
   
 	
   
 	
   
 
	
   
 	
   
 	
  (iii)
  	
  
In the case   of an Employee who had been covered under the Weyenberg Shoe Manufacturing   Company Salaried Employees Pension Plan as in effect on December 31, 1988,   the amount of Accrued Pension through December 31, 1988, (as determined under   the rules of such Plan as in effect on December 31, 1988) actuarially   reduced using the factors described at Table I hereto to account for the fact   that payment commences prior to Normal Retirement Date.
  
	
   
 	
   
 	
   
 	
   
 
	
   
 	
   
 	
  
(iv)
  	
  
With respect   to an Hourly Paid Staff Employee an amount equal to his Normal Accrued   Pension (calculated under paragraph (b)(iv) above) reduced by fifty-five   hundredths percent (.55%) for each month that the benefit commencement date   precedes Normal Retirement Date.
  




4











          1.02     “Actuarial Equivalent” shall mean a benefit having the same value as the benefit it replaces:


	
   
 	
  (a)
  	
  
Except as   otherwise specifically provided in the Plan, actuarial equivalence shall be   determined on the basis of 8% interest and the UP-1984 mortality table with   no adjustment in ages for Employees and with ages set back four years for   joint pensioners or alternate payees.
  
	
   
 	
   
 	
   
 
	
   
 	
  
(b)
  	
  
For benefits   commencing on or after January 1, 2006, actuarial equivalence shall be   determined on the basis of 6% interest and the blended 1994 Group Annuity   Mortality Table projected to 2002 with no adjustment in ages for Employees,   joint pensioners or alternate payees [for the 50% Joint and Survivor benefit   and Life Benefit with 10 Years Certain as described in Section 3.04(b), the   benefit shall not be less than the adjusted Accrued Pension as of December   31, 2005 as calculated under 1.02(a)].
  
	
   
 	
   
 	
   
 
	
   
 	
  
(c)
  	
  
For purposes   of computing Actuarial Equivalent present value for purposes of lump sum   distributions the foregoing assumptions shall be utilized, except that such   lump sum value shall not be less than the Actuarial Equivalent value   calculated by using the “applicable mortality table” and the “applicable interest   rate.”  The term “applicable mortality   table” means the table prescribed by the IRS from time to time pursuant to   Code Section 417(e) as amended by Public Law 103-465.  The term “applicable interest rate” means   the annual rate of interest on 30-year Treasury securities as published by   the IRS for the month second next preceding the month in which occurs the   first day of the Plan Year in which distribution is made.
  



          1.03     “Actuary” means an individual actuary enrolled with the Federal Joint Board for the Enrollment of Actuaries selected by the Company, or firm of actuaries at least one of whose members is so enrolled.


          1.04     “Affiliated Employer” means each corporation which is included as a member of a controlled group with the Company and trades or businesses, whether or not incorporated, which are under common control by or with the Company within the meanings of Sections 414(b) and 414(c) of the Internal Revenue Code, or any amendments thereof.  Further, the term shall include any members of the same “affiliated service group” within the meaning of Internal Revenue Code Section 414(m) or deemed as such pursuant to regulations under Code Section 414(o).


          1.05     “Annuity Starting Date” means (i) as provided in Internal Revenue Code Section 417(e), the first day of the first period for which an amount is payable as an annuity and (ii) pursuant to IRS Notice 93-26, the date of the distribution in the case of a lump sum distribution made before the first day of the first period for which an amount is paid as an annuity.


          1.06     “Average Annual Compensation” means the amount obtained by dividing by 5 the total Compensation of an Employee during the five consecutive Plan Years in the 10 Plan Year period ending with the current Plan Year in which his Compensation was highest.  If an Employee’s entire period of service with the Company is less than five Plan Years, the Employee’s Average Annual Compensation shall be determined by averaging (on an annual basis) the Compensation received by the Employee from the Company during the Employee’s entire period of service with the Company.


5











          1.07     “Basic Pension” means a monthly amount which shall be payable for the life of the recipient (before any reduction for a Joint and Survivor Pension), the last payment to be made as of the first day of the month in which his death occurs.


          1.08     “Benefit Rate” means for Employees who terminate employment after December 31, 1988 and prior to January 7, 1991, the sum of $6.00.  For Employees who terminate employment after January 6, 1991 and prior to March 9, 1992, “Benefit Rate” means $6.25.  For Employees who terminate employment after March 8, 1992 and prior to March 8, 1993, “Benefit Rate” means $6.50.  For Employees who terminate employment after March 7, 1993, Benefit Rate means $7.00.  An Employee’s pension shall be governed by the Benefit Rate in effect at the time of his termination of employment.


          1.09     “Break in Service” means any Employee Year during which the Employee does not complete 500 Hours of Service in the aggregate with the Company or any Affiliated Employer.  Solely for the purpose of determining whether or not a Break in Service occurs under this Plan for terminations after 1984, up to 501 Hours of Service shall be credited during the continuation of any maternity or paternity absence, as such absences are defined in paragraph 202(b)(5) of ERISA, either in the Employee Year of its commencement if a Participant would otherwise have fewer than 501 Hours of Service in that year, or, if not, then in the following Employee Year.  Such Hours of Service shall be credited at the same rate as normally would occur but for such absence, or, in the case of uncertainty, at the rate of eight hours of service per day of absence.  If the
Employee does not return to the performance of duties for the Company or for an Affiliated Employer by the first business day of the first Employee Year after such maternity or paternity hours are credited, then a Break in Service may be deemed to commence either on that date or on such later date as any authorized leave of absence given in connection with or during the maternity or paternity absence shall have ended without return of the Employee to such active duties.  Nothing in this Section shall be understood to establish or alter any Employee policy with respect to maternity or paternity leaves for any purpose other than the determination of Breaks in Service under this Plan.


          1.10     “Committee” means the Retirement Committee, if any, appointed pursuant to Part A to aid in administration of the Plan.


          1.11     “Company” means Weyco Group, Inc.  “Company” also means any Affiliated Employer which has been authorized by the Board of Directors of Weyco Group, Inc. to participate as a sponsor hereof and which has adopted this Plan by resolution of its Board; provided, however, that for purposes of the power to amend the Plan or to terminate the Plan in whole or in part or to make decisions with respect to the selection of the Trustee or to serve as Plan Administrator, Company shall refer only to Weyco Group, Inc.  (Nunn-Bush Shoe Company has become a Company sponsoring the Plan as to its employees effective January 1, 1992.)  Any participating Company shall have the right to terminate participation in the Plan with respect to its own employees.


6











          1.12     “Compensation” means for any Plan Year the sum of (i) the total of all amounts paid to an Employee by the Employer defined as wages within the meaning of Internal Revenue Code Section 3401(a) (determined without regard to any rules under Section 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Section 3401(a)(2)) and all other payments of compensation paid to an Employee by the Company for which the Company is required to furnish the Employee a written statement under Internal Revenue Code Sections 6041(d) and 6051(a)(3), exclusive of amounts paid or reimbursed by the Company for moving expenses incurred by the Employee to the extent that at the time of the payment it is reasonable to believe that these amounts are deductible
by the Employee under Internal Revenue Code Section 217, plus (ii) the amount of any salary reduction contributions made on behalf of the Employee during that year to plans  described in Sections 125, 132(f)(4) or 401(k) of the Internal Revenue Code.  However, for any Plan Year, Compensation in excess of $200,000 ($150,000 after 1993) (as adjusted for cost of living under Internal Revenue Code Section 401(a)(17) from time to time) shall be disregarded.


          1.13     “Covered Compensation” for an Employee means the average (without indexing) of the taxable wage bases as in effect under the Federal Insurance Contributions Act for each calendar year during the 35-year period ending with the calendar year in which the Employee attains (or will attain) Social Security Retirement age.  A 35-year period is used for all individuals regardless of the year of birth of the individual.  In determining an Employee’s Covered Compensation for a Plan Year, the taxable wage base for all Plan Years beginning after the first day of the Plan Year is assumed to be the same as the taxable wage base in effect as of the beginning of the Plan Year.  An employee’s Covered Compensation for a Plan Year beginning after such 35-year period is the Employee’s Covered Compensation for the Plan Year during which the
35-year period ends.  An Employee’s Covered Compensation for a Plan Year beginning before such 35-year period is the taxable wage base in effect as of the beginning of the Plan Year.  For purposes of determining the amount of an Employee’s Covered Compensation, the Plan shall use tables provided by the Internal Revenue Service that are developed by rounding the actual amounts of Covered Compensation for different years of birth.  An Employee’s Covered Compensation shall be automatically adjusted for each Plan Year.


          1.14     “Credited Service” means time spent by an Employee in the employment of the Company which is relevant for purposes of determining benefit amount.  Credited Service shall be equal to the Employee’s Vesting Service less Vesting Service attributable to (i) Hours of Service with an Affiliated Employer, (ii) Hours of Service attributable to service in the Armed Forces when, although in the employ of the Company, he was not an “Employee” as defined herein at the time he went into the Armed Forces and (iii) any other Hours of Service with the Company during periods when he was not an “Employee” as defined herein.  Service with Weyenberg Shoe Manufacturing Company of Ireland, Ltd. shall be treated as though it were service with the Company for purposes of computing Credited Service; provided, however, that if any person who is
credited with such service becomes a Highly Compensated Employee as described in Part A, then notwithstanding any provision of this Plan to the contrary such Employee’s Accrued Pension under this Plan shall be equal to the greater of (A) or (B) where (A) is his Accrued Pension based on Credited Service excluding Credited Service attributable to employment at Weyenberg Shoe Manufacturing Company of Ireland, Ltd. and (B) is the sum of (i) his Accrued Pension as of the last day before he became a Highly Compensated Employee plus (ii) his Accrued Pension calculated under this Plan based only on years of Credited Service earned from and after the date he became a Highly Compensated Employee.


7











          1.15     “Disability” means a physical or mental condition which totally disables and which is expected to and presumably will continually and permanently totally disable the Employee.  Such disability shall be established by a determination of the Social Security Administration.


          Disability shall not include any physical or medical condition which resulted from:

	
  
 
  	
  
(a)
  	
  
The Employee   having engaged in the commission of a felony for which he was convicted,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
An   intentionally self-inflicted injury, or
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(c)
  	
  
Service in   the armed forces of the United States or Canada for which a service connected   government disability pension is payable, or from service in the armed forces   of any other country.
  




          1.16     “Employee” means any person defined as an “Employee” in Article II hereof.  No individual who is an independent contractor providing services to the Company or an employee of an independent contractor providing services to the Company shall be considered to be an Employee.  Notwithstanding any other provision of this Plan to the contrary, no individual shall be covered hereunder while classified other than as an eligible “Employee” by the Company with respect to its payroll practices (including, but not limited to, an independent contractor or an employee of an independent contractor, a consultant or a temporary help agency worker) during the period of such classification, regardless of any subsequent reclassification arising as a matter of law or otherwise.


          1.17     “Employee Year” means with respect to each Employee, the 12 month period commencing with his employment commencement date and each succeeding 12 month period.


          1.18     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.


          1.19     “ERISA Amendment Date” means January 1, 1976.


          1.20     “Final Average Compensation” for an Employee means the average of the Employee’s Compensation for the 3-consecutive-year period ending with the Plan Year.  If, as of a Plan Year, an Employee’s entire period of employment with the Employer is less than 3 consecutive years, the Employee’s Final Average Compensation must be determined by averaging the Compensation received by the Employee from the Company during the Employee’s entire period of employment with the Company.  The definition of Final Average Compensation used in the Plan shall be applied consistently with respect to all Employees.  In determining an Employee’s Final Average Compensation, Compensation for any Plan Year in excess of the taxable wage base under the Federal Insurance Contributions Act in effect at the beginning of that Plan Year shall not be
taken into account.


8











          1.21     “General Permitted Disparity Factor” means the lesser of (a) or (b) below:

	
  
 
  	
  
(a)
  	
  
Seventy-five   hundredths percent (.75%); provided, however, that the seventy-five   hundredths percent (.75%) factor shall be reduced by 1/15th for each of the   first five years, 1/30th for each of the next five years and 1/24th for each   year in excess of 10 years that the date of the Employee’s commencement of   benefits precedes his Social Security Retirement Age.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Eight-tenths   percent (.8%).
  




          1.22     “Hour of Service” means each hour for which an Employee is either directly or indirectly paid, or entitled to payment by the Company or an Affiliated Employer for the performance of duties for the Company or an Affiliated Employer, whether as an Employee as defined herein or as an employee of the Company or an Affiliated Employer prior to or subsequent to his becoming an Employee hereunder.  In addition, Hours of Service shall include each hour of paid absence.  Employees who are compensated other than on an hourly basis shall be credited with 45 Hours of Service for each week in which they are paid or entitled to be paid by the Company or an Affiliated Employer.  An Hour of Service shall include each hour for which back pay, irrespective of mitigation of damages, has been either awarded or agreed upon by the Company or an Affiliated
Employer.  Further, the term “Hour of Service” shall include periods of time during which the Employee is on an authorized leave of absence or during which his absence is due to service in the Armed Forces of the United States, provided that he returns to employment upon the expiration of any such leave of absence or within the period during which his reemployment rights are guaranteed by law, with the Employee to be credited with the number of hours for each week during such periods of time as he would accrue in a customary work week.  Notwithstanding any other provision hereof to the contrary, no one shall be credited with Hours of Service for any portion of a period of paid or unpaid absence (other than for military leave or jury duty) in excess of six months (or such longer period of time permitted by IRS regulations under Code Section 401(a)(4)); provided, however, that this exclusion shall not apply to absences which occurred prior to 1992.  For purposes of determining
Vesting Service only, the limitation on credited Leave of Absence in the preceding sentence shall not apply to those individuals who were credited with 3 years of Vesting Service prior to January 1, 1992.  Nonperformance Hours of Service shall be determined and credited, and all Hours of Service shall be allocated to computation periods, in accordance with Department of Labor Regulations 2530.200b-2(b) and (c).  No Employee shall be credited more than once with Hours of Service with respect to the same actual hours or weeks.


          1.23     “Hourly Paid Staff Employee” means any individual who had been covered in the Weyenberg Shoe Manufacturing Company Pension Plan for Hourly Paid Staff Employees as of December 31, 1988 and who continues in the employ of the Company after that date and, also, any individual described in subparagraph (i) of paragraph (b) of Section 2.01.


9











          1.24     “Joint and Survivor Pension” means a reduced pension payable for the Employee’s life with 66.67% thereof continued after his death to, and for the life of, his Eligible Spouse.  The reduced pension is the Basic Pension otherwise payable to the Employee multiplied by the factor determined from Table II attached hereto.


          1.25     “Plan” as used in this Part B, shall mean this Part B of the Weyco Group, Inc. Pension Plan unless the context clearly requires that the term “Plan” shall mean the entire plan.


          1.26     “Plan Year” means the annual accounting period of the Plan, which is the calendar year.


          1.27     “Retirement Date” means an Employee’s Normal, Disability or Early Retirement Date, whichever is applicable as follows:                               

	
   
  	
  
(a)
  	
  
“Normal   Retirement Date” means the first day of the month coincident with or next   following the Employee’s 65th birthday.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
“Disability   Retirement Date” means the first day of the month following the month in   which the Social Security Administration issues its determination that the   Employee has incurred a Disability.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
“Early   Retirement Date” means the day on which the Employee retires prior to his   reaching age 65 but after he has both attained age 55 and completed 15 years   of Credited Service.
  




          1.28     “Salaried Employee” means any person who had been covered by the Weyenberg Shoe Manufacturing Company Salaried Employees Pension Plan as of December 31, 1988 and continues in the employ of the Company after that date and any individual described in subparagraph (ii) of paragraph (b) of Section 2.01.


          1.29     “Salesmen’s Permitted Disparity Factor” means the lesser of (a) or (b) below:

	
  
 
  	
  
(a)
  	
  
Seventy-five   hundredths percent (.75%); provided, however, that the seventy-five   hundredths percent (.75%) factor shall be reduced by 1/15 for each of the   first five years, 1/30th for each of the next five years and 1/24th for each   year in excess of 10 years that the date of the Employee’s commencement of   benefits precedes his Social Security Retirement Age.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
One-half   percent (.50%).
  




          1.30     “Social Security Retirement Age” means the age used as the retirement age for the Employee under Section 216(1) of the Social Security Act, except that such Section shall be applied without regard to the age increase factor, and as if the early retirement age under Section 216(a)(2) of such Act were 62.  Accordingly, the Social Security Retirement Age is 65 for a Participant attaining age 62 before January 1, 2000 (i.e., born before January 1, 1938), 66 for a Participant attaining age 62 after December 31, 1999 and before January 1, 2017 (i.e., born after December 31, 1937, but before January 1, 1955), and 67 (for a Participant attaining age 62 after December 31, 2016 (i.e., born after December 31, 1954).


10











          1.31     “Vesting Service” means time spent by an Employee in the employment of the Company (or an Affiliated Employer after the ERISA Amendment Date) prior to his having reached his Normal Retirement Date which is relevant for purposes of determining eligibility for a Deferred Vested Benefit, determined in accordance with reasonable and uniform standards and policies adopted by the Company from time to time, subject to the following provisions:

	
  
 
  	
  
(a)
  	
  
Vesting   Service shall equal the aggregate service obtained by adding an Employee’s   Pre-ERISA Service to his Post-ERISA Service, as set forth below:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
“Pre-ERISA   Service” means an Employee’s years of service with the Company prior to   his first Employee Year commencing on or after the ERISA Amendment Date as   determined under the Plan as in effect immediately prior to the ERISA   Amendment Date.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
“Post-ERISA   Service” means an Employee’s years of service with the Company or an   Affiliated Employer prior to his Normal Retirement Date, beginning with his   first Employee Year commencing on or after the ERISA Amendment Date,   calculated on the basis of one full year for each Employee Year in which the   Employee has completed 1000 Hours of Service.  If an Employee has less than 1000 Hours of Service for any Employee   Year, he shall not receive any Vesting Service for such year.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
If an   Employee who terminates employment incurs five or more consecutive Breaks in   Service before he becomes entitled to a Deferred Vested Pension, his Vesting   Service shall be forfeited.  If an   Employee who terminates employment is subsequently reemployed before   incurring five consecutive Breaks in Service and before Normal Retirement   Date, his prior Vesting Service shall be restored provided that he earns at   least one year of Vesting Service following his reemployment.  He shall receive no Vesting Service for   the period during an actual Break in Service.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
If an   Employee who incurs a Break in Service after he becomes entitled to a   Deferred Vested Pension is subsequently reemployed before Normal Retirement   Date, his prior Vesting Service shall be restored so long as he earns at   least one year of Vesting Service following his reemployment.  He shall receive no Vesting Service for the   period during the actual Break in Service.
  




11











ARTICLE II


ELIGIBILITY

	
  
 
  	
  
2.01
  	
  
Prior to   January 1, 1992.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(a)
  	
  
Any person   who as of December 31, 1988 was actually a covered Employee under the   Weyenberg Shoe Manufacturing Company Salaried Employees’ Pension Plan or   Weyenberg Shoe Manufacturing Company Pension Plan for Hourly Paid Staff   Employees shall continue to be an Employee eligible to participate in the   Plan.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
From January   1, 1989 through December 31, 1991 any person employed by the Company who is   not described in paragraph (a) shall be an Employee eligible to participate   in the Plan if such person is described in either (i) or (ii) below:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
a person   employed by the Company who is compensated on an hourly basis and who is not   covered by any other pension plan established by the Company or to which the   Company makes contributions.  Any such   person shall be covered under the Plan commencing with his date of hire by   the Company.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
a person   employed by the Company who receives a regularly stated salary as a salaried   employee, and not a wage or compensation on an hourly or piecework basis   (other than a pension, severance pay, retainer or fee); provided, that no   person who is classified by the Company as a salesman shall be considered an   Employee hereunder eligible to participate in the Plan.  Notwithstanding the foregoing, no   individual who is not already covered by the Plan under paragraph (a) shall   be considered an “Employee” by reason of this subparagraph (ii) of paragraph   (b) prior to the later of (i) January 1, 1989 or (ii) the first January   1st or July 1st which is not more than six months after the later of (A)   the date he attains age 21 and (B) the last day of the first Employee Year   during which he completes 1,000 Hours of Service.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.02
  	
  
After   December 31, 1991.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Any person   who became an Employee pursuant to Section 2.01 prior to   January 1, 1992 and who continues in the employ of the company   after December 31, 1991 shall continue to be an Employee covered   hereunder.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
From January   1, 1992 forward, the term “Employee” also includes any person who is in the   employ of the Company, excepting those who are members of a collective   bargaining agreement which (as a result of good faith bargaining between the   Company and the representatives of such unit) does not provide for their   inclusion.  Notwithstanding the   foregoing, no individual who is not already covered by the Plan pursuant to   paragraph (a) shall be considered an “Employee” prior to the later of (i)   January 1, 1992 or (ii) the first January 1st or July 1st which is not more   than six months after the later of (A) the date he attains age 21 and (B) the   last day of the first Employee Year during which he completes 1,000 Hours of   Service.
  



12










	
  
 
  	
  
(c)
  	
  
The Plan was   amended in May of 2002 to provide that the term “Employee” excludes all those   individuals who had been employed by Florsheim immediately prior to the   Company’s acquisition of assets from Florsheim.  (For this purpose, the term “Florsheim” means Florsheim, Inc.   and its subsidiaries and affiliates.)    Effective January 1, 2006, the preceding exclusion from coverage shall   cease to apply to those salesmen employees of the Company who had been   employed by Florsheim immediately prior to the Company’s acquisition of   assets from Florsheim.  The   individuals described in the preceding sentence shall earn Average Annual   Compensation and Credited Service under the Plan only for periods of   employment subsequent to 2005.    Employment with the Company rendered prior to 2006 shall nevertheless   be taken into account for purposes of computing Vesting Service.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
Any retail   employee (excluding area supervisors and above) who was not already a   participant in the Plan on or before August 1, 2004 shall not be eligible to   participate in the Plan.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.03
  	
  
Leased   Employees.
  




          “Leased employees,” as that term is defined in Section 414(h) of the Internal Revenue Code, shall not be treated as “Employees” for either Section 2.01 or 2.02 above even though it is recognized that such leased employees, if any, must be treated as employees of the Company for purposes of certain nondiscrimination, coverage and other rules under the Internal Revenue Code.


          2.04     Transition Rule For Employees Over Age 60 When Hired.


          Any person hired prior to January 1, 1988 who would have been excluded from coverage under the Plan, because over age 60 when hired who remains in the Company’s employ at least until January 1, 1988 shall nevertheless be treated as covered by the Salaried Plan or Hourly Paid Staff Plan, as the case may be, as of such person’s date of hire.


13











ARTICLE III


RETIREMENT BENEFITS

	
   
  	
  
3.01
  	
  
Normal   Retirement Pension.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
An Employee   who retires on his Normal Retirement Date shall be entitled to a Normal   Retirement Pension.  The Normal   Retirement Pension shall commence on the Employee’s Normal Retirement Date in   the manner specified in Section 3.04.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
The monthly   amount of the Normal Retirement Pension payable as a Basic Pension shall be   an amount equal to one-twelfth (1/12) multiplied by the remainder of (i)   minus (ii) below:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
(1)
  	
  
One and   six-tenths percent (1.6%) of his Average Annual Compensation multiplied by   his number of years of Credited Service to a maximum of 25 such years; minus
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(2)
  	
  
The General   Permitted Disparity Factor multiplied by Final Average Compensation (but not   in excess of Covered Compensation) multiplied by his number of years of   Credited Service to a maximum of 25 such years; provided, however, that the   amount of offset under this subparagraph shall not exceed 50% of the amount   of benefit calculated under the immediately preceding subparagraph.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(ii)
  	
  
For an   Hourly Paid Staff Employee, the monthly amount of the Normal Retirement   Pension payable as a Basic Pension shall not be less than the Benefit Rate   multiplied by his number of years of Credited Service.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(iii)
  	
  
Notwithstanding   paragraph (i) above, for any Employee who is a salesman, the monthly amount   of the Normal Retirement Pension payable as a Basic Pension shall be an   amount equal to one-twelfth (1/12) multiplied by the remainder of (1) minus   (2) below:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(1)
  	
  
One percent   (1%) of his Average Annual Compensation multiplied by his number of years of   Credited Service to a maximum of 25 such years; minus
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(2)
  	
  
The   Salesmen’s Permitted Disparity Factor multiplied by Final Average   Compensation (but not in excess of Covered Compensation) multiplied by his   number of years of Credited Service to a maximum of 25 such years; provided,   however, that the amount of offset under this subparagraph shall not exceed   50% of the amount of benefit calculated under the immediately preceding   subparagraph.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
If an   Employee retires subsequent to his Normal Retirement Date, his Basic Pension   shall be equal to the monthly amount computed in accordance with the   foregoing provisions of this Section 3.01, based on Credited Service, Final   Average Compensation, Average Annual Compensation and Covered Compensation as   of the date of his actual later retirement.    Such pension shall commence on the first of the month following the   Employee’s actual later retirement in the manner specified in Section 3.04.
  



14










	
  
 
  	
  
(c)
  	
  
(i)
  	
  
Notwithstanding   any provision of the Plan to the contrary, under no circumstances shall the   pension payable under Section 3.01(a) or 3.01(b) of an Employee covered under   the Weyenberg Shoe Manufacturing Company Salaried Employees Pension Plan as   in effect on December 31, 1988 be less than the amount of his Accrued Pension   on December 31, 1988 as determined under the rules of such Plan as in   effect on December 31, 1988.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
Notwithstanding   any provision of the Plan to the contrary, under no circumstances shall the   pension payable under Section 3.01(a) or 3.01(b) of an Employee covered under   the Weyenberg Shoe Manufacturing Company Pension Plan for Hourly Paid Staff   Employees as in effect on December 31, 1988 be less than the amount   of his Accrued Pension on December 31, 1988 as determined under the rules of   such Plan as in effect on December 31, 1988.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
(i)
  	
  
For any   person who was a covered Employee under the Weyenberg Shoe Manufacturing   Company Salaried Employees Pension Plan on December 31, 1988 and who is not a   Highly Compensated Employee as described in Section 9.02 of Part A, the   minimum Accrued Pension of such individual at any date shall not be less than   the amount of Accrued Pension he would have had at such date under the rules   of the Weyenberg Shoe Manufacturing Company Salaried Employees Pension Plan   as in effect on December 31, 1988.    However, in computing such pension the definition of Compensation   contained in this document (but multiplied times one-twelfth) shall be   substituted for the definition of Earnings contained in the Weyenberg Shoe   Manufacturing Company Salaried Employees Pension Plan as in effect on   December 31, 1988 for determining the amount of Earnings of the Employee   in Plan Years after 1988 (but not Plan Years prior to 1989).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
In the case   of any individual accruing the special minimum pension described in   paragraph (d)(i) who subsequently becomes a Highly Compensated Employee,   the minimum pension under paragraph (d)(i) (and, hence the minimum   Normal Accrued Pension and Early Accrued Pension) of such individual shall be   frozen as of the day prior to the day such individual became a Highly   Compensated Employee.  Thereafter,   such person shall not accrue any additional minimum pension under   paragraph (d)(i) or Section 1.01.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(iii)
  	
  
In the event   an Employee should cease to be a Highly Compensated Employee, such individual   shall commence to accrue the minimum pension described in   paragraph (d)(i) (and, hence, the minimum Normal Accrued Pension and   Early Accrued Pension under Section 1.01) beginning on the first day he is   not a Highly Compensated Employee.    His total accrual of such minimum pension shall be based only on   Credited Service performed prior and subsequent to and on Final Average   Compensation earned prior and subsequent to the period during which such   individual was a Highly Compensated Employee.  In the event such person again becomes a Highly Compensated   Employee his minimum pension under this paragraph (d)(i) (and, hence, the   minimum Normal Accrued Pension and Early Accrued Pension under Section 1.01)   will be frozen as of the day prior to the day he subsequently becomes a   Highly Compensated Employee.
  




15










	
  
 
  	
  
(e)
  	
  
An   Employee’s Pension payable at or after Normal Retirement Date and an   Employee’s Normal Accrued Pension or Early Accrued Pension shall never be   less than the highest Early Accrued Pension which would have been payable to   him had he terminated employment and commenced to receive benefits at an   earlier date but after having attained age 55; provided, however, that such   minimum pension shall be subject to adjustment for increases in Covered   Compensation at any subsequent date prior to his termination of employment.
  



          3.02     Early Retirement Benefit.


          An Employee who has both completed 15 years of Vesting Service and attained age 55 may elect to retire at any time prior to his Normal Retirement Date.  In such event, he shall receive a Basic Pension which shall commence on his Normal Retirement Date equal to his Normal Accrued Pension as of his Early Retirement Date.  Alternatively, the Employee may elect to have payment of his pension commence on the first day of any calendar month coinciding with or following his Early Retirement Date and prior to his Normal Retirement Date.  In such event, his Basic Pension shall be his Early Accrued Pension on such early benefit commencement date.  Payment of such pension shall be made in the manner specified in Section 3.04.


          3.03     Disability Pension.


          If an Employee who has completed at least five years of Vesting Service terminates employment as a result of a Disability before reaching his Normal Retirement Date, he shall be entitled to a Pension in the amount of his Accrued Pension at his Disability Retirement Date.  The Disability Pension shall be payable as a Basic Pension through the month preceding the month in which falls the Employee’s Normal Retirement Date.


          A Disability Pension shall be payable only so long as the Employee continues to have a Disability.  If, after Disability Pension payments have begun, the Social Security Administration determines that the Employee no longer has a Disability, his Disability Pension shall cease.


          An Employee entitled to a Disability Pension shall not have incurred an Annuity Starting Date within the meaning of Section 3.04(c) until Normal Retirement Date.  In any event, the Disability Pension shall end upon the Employee’s attainment of his Normal Retirement date.  At that time the Employee’s Normal Retirement Pension shall commence to him instead.  Such Normal Retirement Pension shall be equal in an amount to his Accrued Normal Pension at the time of his termination of employment due to Disability and shall be payable in the manner provided in Section 3.04.


16











          In the event of the death prior to his Normal Retirement Date of an Employee who had been receiving a Disability Pension, then the Disability Pension shall be discontinued and no continuing annuity shall be payable to the Employee’s spouse or any other person with respect to such Disability Pension.  However, if such Employee was married at the time of his death, the surviving spouse to whom the Employee was married at the time of his death shall be entitled to the Automatic Survivor Income Benefit described in Section 5.01.  Such benefit shall commence at the time elected by such surviving spouse in accordance with the requirements of Section 5.01 and shall be calculated with respect to the Accrued Pension on his Disability Retirement Date.


          The pension payable hereunder to a disabled Employee whose Disability is considered to have ended prior to his Normal Retirement Date shall be handled as follows:

	
  
 
  	
  
(a)
  	
  
If such   Employee’s Disability ceases prior to his attainment of Normal Retirement   Date but he is not reemployed by the Company or an Affiliated Employer, then   upon such cessation, the Employee will be entitled to a Pension determined in   accordance with Section 3.02 or Section 4.01, whichever is applicable,   treating his Disability Retirement Date as the date of his termination of   employment.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(b)
  	
  
If such   Employee’s Disability ceases prior to his Normal Retirement Date and he is   thereupon reemployed by the Employer or an Affiliated Employer, the   Disability Pension shall cease and his final Pension hereunder shall be based   on his Average Annual Compensation, Final Average Compensation, Covered   Compensation, and Credited Service earned before and after the period of his   absence from employment due to Disability.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
3.04
  	
  
Method of   Payment - Joint and Survivor Pension.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
A married   Employee shall receive his benefit as a Joint and Survivor Pension unless he   elects in writing, during the applicable election period (which shall be the   ninety day period ending on his Annuity Starting Date or such other period as   may be required by applicable governmental regulations) to receive his   benefit as a Basic Pension or in one of the optional forms available under   paragraph (b) below and his spouse consents to his election, in a manner   acknowledging the effect of such election, in a writing witnessed by a plan   representative or notary public (unless the Participant can establish to the   satisfaction of the Plan Administrator that consent cannot be obtained   because the Participant’s spouse cannot be located or such other   circumstances as may be provided by applicable government regulations).  Such election of an alternative form of   payment will not be valid unless (1) the election designates a form of   payment
(and beneficiary) which may not be changed without spousal consent or   (2) the consent of the spouse permits further designations as to the form of   payment (and beneficiary) by the Participant without any requirement of   further consent of the spouse; provided, however, that no general consent of   the spouse is valid, unless the general consent acknowledges that the spouse   has the right to limit consent to a specific beneficiary and a specific   optional form of benefit and that the spouse voluntarily elects to relinquish   both of such rights.  An Employee who   is unmarried on his benefit commencement date shall receive his benefit as a   Basic Pension or in one of the optional forms available under paragraph (b)   below.  An election made before the   applicable election period shall be invalid.
  



17










	
  
 
  	
  
(b)
  	
  
An Employee   may elect to receive an optional form of benefit in lieu of the Joint and   Survivor Pension or Basic Pension which would otherwise be paid to him.  Any elections made by a married Employee   must be consented to by the Employee’s spouse in a writing witnessed by a   plan representative or notary public as described in paragraph (a)   above.  Such optional form shall be   the Actuarial Equivalent of the Employee’s Basic Pension as defined in   Section 1.02.  Age for employee and   beneficiary shall be rounded to the nearest whole age.  Optional forms of payment available are:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
A reduced   monthly pension payable to the Employee for his life and continuing   thereafter to his spouse or other named beneficiary (as of the Employee’s   comment date) at either 50%, 66.67%, 75% or 100% of such reduced pension for   such beneficiary’s lifetime.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
A reduced   monthly pension payable to the Employee for his life and if he dies within a   period of ten (10) years after his retirement date, the same reduced monthly   pension to a named beneficiary (or divided among beneficiaries), for the   remainder of said ten (10) year period.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
At least   thirty but no more than ninety days prior to the Employee’s Annuity Starting   Date (or within such other reasonable period prior to the Employee’s Annuity   Starting Date as shall be determined by the Committee consistent with   applicable governmental regulations), the Committee shall furnish to the   Employee a written notification of the terms and conditions of the Joint and   Survivor Pension, the availability and general effect of any election under   this Section to waive the Joint and Survivor Pension, the availability of   additional information about the specific financial effect of making such   election, the right of the Employee and the Employee’s spouse with regard to   electing the Basic Pension and other options and the Employee’s right to   revoke any such election along with the effect of such revocation.  If an Employee makes a request for   additional information during the applicable election period, the
Committee   shall furnish such information, in terms of dollars per benefit payment, to   the Participant within 30 days of such request.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
An Employee   may revoke any election and make a new election under this Section in writing   during the applicable election period.    The new election must be consented to by the spouse in the same manner   as described above (unless the Participant can establish to the satisfaction   of the Plan Administrator that consent cannot be obtained because the   Participant’s spouse cannot be located or such other circumstances as may be   provided by applicable government regulations), unless the prior consent of   the spouse expressly permits elections by the Employee of a new form of   consent by the spouse; provided, however, that no general consent of   the spouse is valid, unless the general consent acknowledges that the   spouse has the right to limit consent to a specific beneficiary and a   specific optional form of benefit and that the spouse voluntarily elects to   relinquish both of such rights.
  




18










	
  
 
  	
  
(e)
  	
  
This   paragraph (e) shall be applicable only in the circumstance where either due   to short notice provided by a Participant or administrative oversight, the   requirements of paragraph (c) above are not met for the Participant’s   intended Annuity Starting Date.    Notwithstanding any other provision of the Plan and subject to the   requirements set forth below, a Participant shall be permitted to elect to   waive the requirement that the written explanation of the Joint and Survivor   Pension be provided at least 30 days before the Annuity Starting Date so long   as that written explanation is provided more than 7 days in advance of the   date benefits actually commence (the “Benefit Commencement Date”) and,   notwithstanding any other provision of the Plan to the contrary, the Plan may   provide the written explanation of the Joint and Survivor Pension after the   Annuity Starting Date:
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
Any Annuity   Starting Date elected hereunder shall be no earlier than the first day of the   month following the date the Participant first gives notice of his desire to   commence receipt of benefits or, if later, the first day upon which he is   eligible to commence receipt of benefits.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
If the   Benefit Commencement Date is subsequent to the Annuity Starting Date, then on   the Benefit Commencement Date the Participant receives a lump-sum payment   equal to the monthly benefit payments that would have been made from the   Annuity Starting Date to the Benefit Commencement Date had benefits started   on the Annuity Starting Date plus an appropriate adjustment for interest   calculated using the applicable interest rate (as described in Section 1.02);
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(iii)
  	
  
The periodic   payments beginning on the first of the month coincident with or next   following the Benefit Commencement Date for a Participant whose Annuity   Starting Date precedes the Benefit Commencement Date are in the same amount   as the periodic payments that would have been paid to the Participant had payment   actually commenced on the Annuity Starting Date.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(iv)
  	
  
The   applicable election period does not end    before the 30th day after the date on which such   explanation is provided or, if the Participant elects, such 30 day   requirement may be waived as long as the distribution commences more than 7   days after such explanation is provided.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(v)
  	
  
The   Participant’s spouse as of the Benefit Commencement Date consents (in the   manner described in paragraph (a) above) to any retroactive Annuity Starting   Date election if the survivor payments under a retroactive annuity are less   than the survivor payments would have been under an optional form of benefit   that would satisfy the requirements of the Joint and Survivor Pension on the   Benefit Commencement Date.
  



19










	
  
 
  	
  
 
  	
  
(vi)
  	
  
The benefit   distribution (including appropriate interest adjustments) based on a   retroactive Annuity Starting Date meets the requirements of Code Section 415   (and in the case of a non-annuity distribution Code Section 417(e)(3)) using   the Benefit Commencement Date for all purposes (including for determining the   applicable interest rate and the applicable mortality table).  The Plan is not required to show   compliance with Code Section 415 as of the Benefit Commencement Date if that   date is no more than twelve months after the retroactive Annuity Starting   Date.
  




          A Participant shall have until the later of (i) the Benefit Commencement Date or (ii) the eighth day following the date the Participant is provided with the explanation of the Joint and Survivor Pension in which to revoke any waiver made by the Participant under this paragraph.  

	
   
  	
  
(f)
  	
  
Unless there   is an administrative delay, distributions must start not more than 90 days   after the Plan Administrator furnishes the Participant with the written   explanation of the Joint and Survivor Pension.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(g)
  	
  
An Employee   who terminated after September 1, 1974 and prior to 1976 who had not   commenced to receive a pension prior to August 23, 1984 shall receive   his benefit in the form of a Joint and Survivor Pension, if he is married,   calculated under the actuarial factors in use for the Plan as in effect at   the time of termination of his employment unless he elects against such Joint   and Survivor Pension in favor of some other form of distribution available to   him under the terms of the Plan at the time he retired.  There shall be no spousal consent   requirement applicable to the waiver of the Joint and Survivor Pension by   such an Employee.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
3.05
  	
  
Required   Distribution If Employed Beyond Age 701⁄2.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Payment of   his pension accrued to date shall commence to a Participant on April 1   following the calendar year in which he attains age 701⁄2 even if he has not   yet retired from the employ of the Company.    The amount of Basic Pension payable to such person in each subsequent   year shall be equal to the Accrued Pension of such person on the last day of   the prior year reduced by the Actuarial Equivalent value of total payments   made to the individual under the Plan by the close of the prior year (but not   reduced below the amount of Accrued Pension on the date payments initially   commence).  Such Actuarial Equivalent   value shall be determined by accumulating each payment made at 5% compound annual   interest to the last day of such prior Plan Year and then converting such   aggregate accumulated values into a Basic Pension based on the factors   described in Section 1.02.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
In the case   of an Employee who attains age 701⁄2 prior to January 1, 1988, paragraph (a)   above shall apply only if such Employee was a more than 5% owner of the   Company, as defined in Internal Revenue Code Section 416(i)(1)(B), during the   Plan Year ending with or within the calendar year in which the Employee   attained age 661⁄2 or in any subsequent Plan Year.  If the Employee becomes a more than 5% owner during any   subsequent year, payment of benefits shall commence no later than April 1 of   the calendar year following the calendar year in which the Employee becomes a   more than 5% owner.  An individual who   attains age 701⁄2 in 1988 shall be treated as though he attained age 701⁄2 in   1989.
  



20










	
  
 
  	
  
(c)
  	
  
Paragraph   (a) shall not be applicable to a Participant who turns age 701⁄2 in calendar   year 2003 or later and who is not a more than 5% owner of the Employer as   defined in Internal Revenue Code Section 416(i)(1)(B).  Pension benefits to a Participant   described in the preceding sentence shall commence on the Late Retirement   Date, i.e., the first day of the month coincident with or next following   retirement.  Notwithstanding   Section 3.01(b), the Basic Pension of such a Participant shall not be   less than the Employee’s Accrued Benefit on April 1 following the calendar   year the Participant attained age 701⁄2 increased annually (as described in   Proposed IRS Regulation Section 1.411(b)-2(b)(4)(iii) for plans which do   not suspend benefits) until the Late Retirement Date by the greater of   (i) the Actuarial Equivalent of the Basic Pension that the Participant   would have received had the pension commenced on
April 1 following the   calendar year in which the Participant attained age 701⁄2, plus the Actuarial   Equivalent of any additional accrued benefits arising after that date,   reduced by the Actuarial Equivalent value of any distributions to the   Participant made after that date, or (ii) the additional accrued   benefits arising because of the Participant’s continued service.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
3.06
  	
  
Code   Requirements.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
All   distributions will be made in accordance with the rules of Internal Revenue   Code Section 401(a)(9) and regulations thereunder, including rules of IRS   Regulation Section 1.401(a)(9)-2.    The rules of Internal Revenue Code Section 401(a)(9) and regulations   thereunder shall override any distribution options described in this Plan to   the extent that those options could be considered to be inconsistent with the   requirements of Code Section 401(a)(9) and regulations thereunder.  The rules set forth in the Plan regarding   time of commencement of distribution and method of distribution shall be in   lieu of the default provisions in IRS Regulation Sections 1.401(a)-1,   1.401(a)(9)-1 and 1.401(a)(9)-2.  For   purposes of determining compliance with Code Section 401(a)(9), life   expectancies shall not be recalculated.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Paragraph   (a) above shall not apply with respect to distributions made for calendar   years beginning on or after January 1, 2002.    With respect to distributions under the Plan made for calendar years   beginning on or after January 1, 2002, the Plan will apply the minimum distribution   requirements of Section 401(a)(9) of the Internal Revenue Code in   accordance with the regulations under Section 401(a)(9) that were   proposed on January 17, 2001, notwithstanding any provision of the Plan to   the contrary.  This paragraph (b) shall   continue in effect until the end of the last calendar year beginning before   the effective date of final regulations under Section 401(a)(9) or such   other date as may be specified in guidance published by the Internal Revenue   Service.
  



21










	
  
 
  	
  
3.07
  	
  
Re-employment.
  




          If a former Employee is reemployed by the Company at a time when he is receiving a pension hereunder, the Employee’s pension benefit shall be suspended throughout the period of his reemployment.  No payment shall be withheld unless the Company notifies the Employee by personal delivery or first class mail during the first calendar month or payroll period in which the Plan withholds payments that his or her benefits are suspended.  Such notification shall contain a description of the specific reasons why benefit payments are being suspended, a description of this provision relating to the suspension of payments, a copy of such provision, and a statement to the effect  that applicable Department of Labor regulations may be found in 29 CFR Section 2530.203.3.  In addition, the notice shall inform the Employee of the Plan’s procedures for affording a review of the suspension
of benefits.  Requests for such review shall be considered in accordance with the claims procedure described in Part A.  The notification described in this paragraph shall also be provided in the case of an Employee who continues in employment beyond Normal Retirement date.


          Upon such Employee’s subsequent cessation of reemployment the pension benefit payable to or with respect to such Employee, if any, shall resume upon the Benefit Resumption Date, which shall be the first day of the calendar month following the calendar month in which the Employee terminates reemployment.


          From and after the Benefit Resumption Date, the Pension payable under this Plan, if any, to or with respect to a former Employee who is reemployed by the Company as an Employee shall be determined as follows:

	
  
 
  	
  
(a)
  	
  
The Basic   Pension payable under whichever Section of the Plan is applicable to the   Employee at the time of the termination of his reemployment shall be   calculated as provided in such Section based on his Average Annual   Compensation, Final Average Compensation and Covered Compensation at the time   of termination of his reemployment (or such other factor relevant under the   minimum benefit rules of this Plan at the time of his termination) and based   on his number of initial years of Credited Service and his years of Credited   Service during his period of reemployment; provided, however, that any   increase in the Employee’s Basic Pension as so determined over the Basic   Pension payable to him prior to his reemployment shall be reduced by an   offset to take into account the fact that pension benefits (other than the   Disability Pension payable under Section 3.03) have been previously paid to   such Employee.  Such offset shall be   the
Actuarial Equivalent of pension benefits previously distributed to the   Employee computed by accumulating each payment made at 5% compound annual   interest to date of re-commencement of benefits and then converting such   aggregate accumulated values into a Basic Pension based on the factors   described in Section 1.02.
  
	  
	  
	  
	  

	
   
  	
  
(b)
  	
  
(i)
  	
  
In the case   of a reemployed Employee whose initial termination of employment was after   his Normal Retirement Date, whether the Employee’s benefit upon termination   of employment is paid as a Basic Pension or under one of the other options   available under the Plan depends on the form of settlement option in effect   for such Employee prior to his reemployment.    Reemployment shall not entitle such Employee to revise such settlement   option.
  




22










	
  
 
  	
  
 
  	
  
(ii)
  	
  
In the case   of an Employee whose initial termination of employment was prior to Normal   Retirement Date, the portion of his pension payable upon termination of   reemployment which is not in excess of his pension payable prior   to reemployment shall continue to be paid under the settlement option in   effect for such Employee prior to reemployment.  Reemployment shall not entitle such Employee to revise such   settlement option as to such portion of his benefit.  However, the usual rules regarding   election of form of payment set forth in Section 3.04 shall apply to   that portion of his Basic Pension    following reemployment which is in excess of his Basic Pension accrued   to the date of his first termination of employment.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
On the   Employee’s Benefit Resumption Date [or his actual retirement date in the case   of a late retiring Employee under Section 3.01(b)], the Employee shall   also be paid the amount of benefit which would have been paid to the Employee   during any calendar month of his reemployment period (or, in the case of a   late retiring Employee under Section 3.01(b), the period after his   Normal Retirement Date until his actual retirement date) had he not been   reemployed (or, in the case of a late retiring Employee, had he not continued   in employment) if in such calendar month the Employee had less than 40 Hours   of Service (as Hours of Service are defined in Section 1.22 but   excluding Hours of Service which are attributable to authorized leaves of   absence other than for service in the Armed Forces of the United   States).  The benefit due with respect   to any such month in which the Employee had less than 40 such Hours of Service
shall be increased by interest at the rate of 6% compounded annually for the   period from the date the payment for such month would have been made had the   Employee not been reemployed (or, in the case of a late retiring Employee,   had he not continued in employment) until the Employee’s Benefit Resumption   Date [or his actual retirement date in the case of a late retiring Employee   under Section 3.01(b)].  In the   event of the Employee’s death while reemployed (or, in the case of a late   retiring Employee, while continuing in employment beyond Normal Retirement   Date), the benefits due with respect to any such month in which the Employee   had such 40 Hours of Service shall be paid to the beneficiary, if any,   specified in the settlement option in effect prior to the Employee’s   reemployment or, if no such beneficiary was designated or is surviving, to   the Employee’s estate.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
(i)
  	
  
With respect   to an Employee described in subparagraph (b)(i) above, if the reemployed   Employee dies while reemployed, no Survivor Income Benefit will be paid with   respect to such Employee under the provisions of Article V.  In the event of such Employee’s death   while reemployed, the benefit, if any, payable shall depend on whether the   settlement option in effect for the Employee prior to his reemployment   provided for a continuing payment upon the Employee’s death and whether the   recipient of such payment survives the Employee.  The amount of the payment, if any, shall be the amount which   would have been due to the contingent annuitant had the Employee retired on   the day immediately preceding the date of his death, immediately commenced to   receive his pension and then died.
  




23










	
  
 
  	
  
 
  	
  
(ii)
  	
  
With respect   to an Employee described in subparagraph (b)(ii) above, if such individual   dies while reemployed, a Survivor Income Benefit will be paid with respect to   such Employee under the provisions of Article V.  Such Survivor Income benefit shall be computed with respect to   that part of the individual’s Basic Pension accrued to the date of his death   while reemployed which is in excess of the Basic Pension he had earned to the   date of his first termination of employment.    No Survivor Income Benefit shall be paid with respect to that part of   the Employee’s pension accrued to the date of his first termination of   employment.  With respect to that   portion of his pension, the benefit, if any, payable shall depend on whether   the settlement option in effect for the Employee prior to his reemployment   provided for a continuing payment upon the Employee’s death and whether the   recipient of such payment survives the
Employee.  The amount of the payment, if any, shall be the amount which   would have been due to the contingent annuitant had the Employee retired on   the day immediately preceding the date of his death, immediately commence to   receive his pension and then died.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(e)
  	
  
An Employee   may request, and the Company in a reasonable amount of time will render, a   determination of whether any specific contemplated reemployment or continued   employment beyond Normal Retirement Date with the Company will result in a   suspension of benefits.  Such request   shall be processed in accordance with the usual Plan claims procedure.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(f)
  	
  
If any   individual is reemployed following receipt of a lump sum distribution under   this Plan, the Basic Pension payable to such person shall be calculated based   upon the Average Annual Compensation, Final Average Compensation and Covered   Compensation in effect at the time of his termination of reemployment and his   number of years of initial Credited Service and his years of Credited Service   during his reemployment; provided, however, that such Basic Pension shall be   reduced by the Actuarial Equivalent of the lump sum amount previously paid to   him.
  




24











	
  
 
  	
  
3.08
  	
  
Special   Additional Pension.
  




          For each Employee identified below by the Employee’s Social Security Number, the monthly Accrued Pension payable at Normal Retirement Date as otherwise determined under Section 1.01 shall also include the additional monthly amount shown below:

	
  
Social   Security No. of Employee
  	
   
 	
  
Additional   Monthly Amount
   of Accrued Pension Payable to Employee
  
	
  


  	
   
 	
  


  
	
  
XXX-XX-XXXX
  	
  
 
  	
  
$2,794.37
  
	
  XXX-XX-XXXX
  	
  
 
  	
  
$3,188.20
  




          In the event the special additional pension is payable prior to normal retirement date pursuant to Section 3.02 or Article IV hereof, it shall be reduced at the rate of 1⁄2% per month for each month that the benefit commencement date precedes Normal Retirement Date.


25











ARTICLE IV
 SEVERANCE BENEFIT


          4.01     Deferred Vested Pension.


          An Employee shall be entitled to a Basic Pension if his employment with the Company is terminated (other than by retirement or death) after he has completed five years of Vesting Service.


          4.02     Payment Procedures.


          A former Employee will receive his Deferred Vested Pension in an amount equal to his Normal Accrued Pension beginning on his Normal Retirement Date.  However, if he had completed 15 years of Credited Service prior to his termination, he may elect to receive his Deferred Vested Pension commencing on the first of any month coincident with or next following his 55th birthday by filing a written application no earlier than 90 days prior to such early commencement date.  In such event, he shall be entitled to receive a benefit which is an amount equal to his Early Accrued Pension determined as of his early commencement date.  Payment of the Deferred Vested Pension shall be made in the manner specified under Section 3.04.  In the circumstance in which a former Employee files a written application after his Normal Retirement Date, he shall be entitled to receive a benefit on his Annuity
Starting Date which is an amount equal to the Actuarial Equivalent value of his Normal Accrued Pension as defined in Section 1.02.


          4.03     Election of Former Vesting Provisions.


          In the event the eligibility requirements of this Plan for a Deferred Vested Pension are hereafter directly or indirectly amended or such requirements of any preceding Plan have been amended by adoption of this amendment and restatement, any Employee who has completed at least three (3) Years of Vesting Service may elect to have his eligibility for a Deferred Vested Pension determined without regard to such amendment by notifying the Committee in writing during the election period as hereafter defined.  The election period shall begin on the date such amendment is adopted and shall end no earlier than the latest of the following dates:

	
  
 
  	
  
(a)
  	
  
The date   which is 60 days after the date the amendment is adopted;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
The date   which is 60 days after the day the Plan amendment becomes effective; or
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
The date   which is 60 days after the day the Employee is issued written notice of the   amendment by the Company or Committee.    Such election shall be available only to an individual who is within   the group of employees designated as eligible to participate hereunder at the   time such election is made and such election shall be irrevocable.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
4.04
  	
  
Effect of   Termination Prior to Eligibility for a Deferred Vested Pension.
  




          Any individual who terminates employment prior to becoming eligible for a Deferred Vested Pension shall be deemed to have had an immediate distribution of his vested interest (which is zero) in his Accrued Pension in the Plan and his unvested interest in his Accrued Pension (which is 100% of his Accrued Pension) shall be deemed to be immediately forfeited.  In the event such individual is reemployed prior to incurring five or more consecutive Breaks in Service, he shall be deemed to have repaid such deemed distribution at the time of reemployment and his previously forfeited Accrued Pension shall be restored.


26











ARTICLE V


DEATH BENEFITS

	
  
 
  	
  
5.01
  	
  
Survivor   Income Benefit.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
If any   Employee who is entitled to a Deferred Vested Pension under Article IV (or   any former Employee who was entitled to a Deferred Vested Pension under the   terms of the Plan as in effect at the time of his termination of employment)   dies before his Annuity Starting Date and if he is married on his date of   death, then his surviving spouse shall be entitled to a monthly benefit for   life (the “Survivor Income Benefit”).
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(b)
  	
  
Payment of   the Survivor Income Benefit will commence on the first day of the month   following the later of (i) the Employee’s or former Employee’s date of death   or (ii) the date which would have been the Normal Retirement Date of the   Employee or former Employee.  However,   if the Employee had completed 15 years of Vesting Service, then following the   Employee’s death the Employee’s spouse may elect instead to commence earlier   receipt of the Survivor Income Benefit beginning on the first day of any   month commencing after the later of (i) the 55th anniversary of the   Employee’s date of birth or the (ii) date of the Employee’s death.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
The monthly   amount of the Survivor Income Benefit payable to the surviving spouse shall   be an amount equal to what such spouse would have received under the survivor   portion of the Joint and Survivor Pension which would have been payable to   the Employee or former Employee if he had commenced to receive a Joint and   Survivor Pension on the date payments commence under paragraph (b) above   based on his Credited Service, Covered Compensation, Final Average   Compensation and Average Annual Compensation at the time of his death or   earlier termination (or such other factors relevant under the minimum benefit   rules of this Plan at the time of his termination) and died on the day after   commencing to receive benefits.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
5.02
  	
  
After Annuity   Starting Date.
  




          No benefits shall be payable under Section 5.01 if an Employee’s Annuity Starting Date has occurred prior to his death.  In such case, the form, payee and amount of benefit payable, if any, shall be in accordance with the option applicable to the Employee as a result of his election or non-election under Section 3.04.

	
  
 
  	
  
5.03
  	
  
Death Before   Annuity Starting Date.
  




          Except for the Survivor Income Benefit under Section 5.01, no benefits shall be payable under this Plan with respect to any Employee who dies before his Annuity Starting Date.


27











ARTICLE VI


TRANSFERS

	
   
  	
  
6.01
  	
  
From or to   Another Defined Benefit Plan of the Company.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
If an   Employee participating in this Part B is transferred to a position with the   Company which makes him ineligible for continued coverage under this Part B   but he then becomes covered by Part C or another private non-governmental   defined benefit plan (the “Other Plan”) maintained by the Company, upon his   termination of employment eligibility for a pension and the amount of such   pension, if any, shall be determined under the provisions of Part C or the   Other Plan based upon his total Credited Service (i.e., his Credited Service   under this Part B plus his Credited Service under Part C or the Other Plan)   with the Company.  His pension, if   any, shall be paid as follows:  From   Part C or the Other Plan, the Employee will receive the pension payable under   Part C or the Other Plan based on his total Credited Service (Credited   Service under this Part B plus Credited Service under Part C or such Other   Plan) with the Company
reduced by his Accrued Pension hereunder at the time   of his transfer.  From this Plan, he   shall receive an amount equal to his Accrued Pension hereunder at the time of   his transfer.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(b)
  	
  
If an   Employee is transferred from another group of employees who are ineligible   for coverage under this Part B but who are covered under Part C or the Other   Plan so that the Employee becomes eligible for coverage under this Part B,   upon his termination of employment eligibility for a pension and the amount   of such pension, if any, shall be determined under the provisions of this   Part B based upon his total Credited Service (i.e., his Credited Service   under this Part B plus his Credited Service under Part C or the Other Plan)   with the Company.  His pension, if   any, shall be paid as follows: From this Part B the Employee will receive the   pension payable under this Part B based upon his total Credited Service with   the Company reduced by his Accrued Pension under Part C or the Other Plan at   the time of his transfer.  From Part C   or the Other Plan he shall receive an amount equal to his Accrued Pension   thereunder at the time of
his transfer.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
For purposes   of determining an Employee’s eligibility for a Deferred Vested Pension under   this Part B or Part C or any Other Plan, his total Vesting Service as   determined under the rules of this Part B with the Company shall be taken   into account.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
6.02
  	
  
From or to a   Defined Contribution Plan of the Company.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
If an   Employee participating in this Part B is transferred to a position with the   Company which makes him ineligible for continued coverage under this Part B   and in his new position he is either covered under a defined contribution   plan (or not covered by any plan), he shall retain the Accrued Pension which   he had as of the last day of the month in which such transfer occurs.  He shall continue to be credited with   Vesting Service (but not Credited Service) as long as he remains in the   employ of the Company.  Upon   termination of employment, eligibility for a pension hereunder shall be based   upon his total Vesting Service, but the amount of such pension shall be based   upon his Accrued Pension as of the last day of the month in which his   transfer occurs.
  




28










	
  
 
  	
  
(b)
  	
  
If a person   is transferred from a position with the Company in which he is ineligible for   coverage under this Part B (and in which he is either covered under a defined   contribution plan or not covered under any plan) to a position with the   Company in which he is eligible for coverage under this Part B he shall be   credited with Vesting Service (but not Credited Service) under the rules of   this Part B for his prior employment in the ineligible position.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
6.03
  	
  
Transfer   from or to an Affiliated Employer.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
If an   Employee participating in this Part B is transferred to a position with an   Affiliated Employer which makes him ineligible for continued coverage under   this Part B, he shall retain the Accrued Pension which he had as of the last   day of the month in which such transfer occurs.  He shall continue to be credited with Vesting Service (but not   Credited Service) as long as he remains in the employ of the Affiliated   Employer.  Upon termination of   employment, eligibility for a pension hereunder shall be based upon his total   Vesting Service, but the amount of such pension shall be based upon his   Accrued Pension as of the last day of the month in which his transfer occurs.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
If a person   is transferred from a position with an Affiliated Employer in which he is   ineligible for coverage under this Part B to a position with the Company in   which he is eligible for coverage under    this Part B he shall be credited with Vesting Service (but not Credited   Service) under the rules of this Part B for his prior employment in the   ineligible position.
  



29











ARTICLE VII
 IMPACT OF AMENDMENTS ON PRIOR RETIRED
 OR TERMINATED EMPLOYEES

	
  
 
  	
  
7.01
  	
  
General Rule.
  




          It is recognized that this Plan has been amended and will continue to be amended from time to time.  Unless otherwise specifically stated in the amendment to the contrary, no amendment to this Plan shall have any applicability to persons who retired or otherwise terminated employment prior to the effective date of such amendment.  The benefits of such persons shall be governed by the provisions of the Plan as in effect at the time of their retirement or earlier termination of employment.

	
  
 
  	
  
7.02
  	
  
Exception.
  




          Notwithstanding Section 7.01, any individual who terminated employment prior to January 1, 1989 and has not commenced receipt of his pension shall automatically be eligible for the Survivor Income Benefit described under Article V of either the Weyenberg Shoe Manufacturing Company Salaried Employees Pension Plan or the Weyenberg Shoe Manufacturing Company Pension Plan for Hourly Paid Staff Employees, whichever was applicable to him, as in effect on December 31, 1988, regardless of whether such individual has affirmatively elected such coverage and without any further charges being assessed for such coverage other than charges due to periods prior to 1989 during which such coverage was in effect.


30











ARTICLE VIII


GENERAL PROVISIONS

	
  
 
  	
  
8.01
  	
  
Full Vesting   Upon Attainment of Age 65.
  




          Notwithstanding any other provision hereof, an Employee who attains his 65th birthday shall at such time become fully vested and nonforfeitable in his benefit hereunder.  The amount and time of payment of such benefit shall be determined as elsewhere provided herein, except that an Employee who terminates prior to his Normal Retirement Date but on or after the later of (i) age 65 or (ii) the fifth anniversary of the date he first became eligible to participate in the Plan, shall be entitled to a Deferred Vested Pension under Section 4.01 even if he did not have five years of Vesting Service at the time of his termination of employment.

	
  
 
  	
  
8.02
  	
  
Minimum   Optional Form of Benefit.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Notwithstanding   any provision hereof to the contrary, the pension payable to an Employee in   any form other than the Basic Pension shall be equal to the greater of (1)   the amount of the optional form of pension to which the Employee is entitled   under the terms of the Plan as described herein, including the method and   assumptions for computing actuarial equivalencies, or (2)(a) in the case of   an Employee terminated on or prior to August 31, 1985 the amount of optional   form of pension to which the Employee would have been entitled under the   optional form of payment in question on the date of termination of employment   or (b) in the case of an Employee who terminates after August 31, 1985 the   amount of optional form of pension to which the Employee would have been   entitled had the Employee terminated on August 31, 1985 and selected the   optional form of payment in question, determined for both clauses (a) and (b)   under the terms of the
Weyenberg Shoe Manufacturing Company Pension Plan for   Salaried Employees or Weyenberg Shoe Manufacturing Company Pension Plan for Hourly   Paid Staff Employees, whichever was applicable to him, as in effect on   December 31, 1983 (including the method and assumptions for computing   actuarial equivalencies as in effect as of December 31, 1983).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Notwithstanding   any provision hereof to the contrary, the pension payable to an Hourly Paid   Staff Employee in any form other than the Basic Pension shall be equal to the   greater of:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
The amount   of the optional form of pension to which the Employee is entitled under the   terms of the Plan as described herein, including the method and assumptions   for computing actuarial equivalencies; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
The amount   of optional form of pension to which the Employee would have been entitled   (if that optional form was available under the Hourly Plan) on the same   benefit commencement date under the same optional form, determined by   applying the methods and assumptions for computing actuarial equivalencies   under the Weyenberg Shoe Manufacturing Company Pension Plan for Hourly Paid   Staff Employees as in effect on December 31, 1988 to his Accrued Pension   under whichever is applicable of either Section 1.01(b)(iv) or   Section 1.01(c)(iv).
  





31










	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
8.03
  	
  
Small   Amounts.
  




          The Actuarial Equivalent lump sum value of an Employee’s Pension under Section 3.01, 3.02 or 4.01, whichever is applicable, shall be paid to the Employee as soon as administratively practicable following his termination of employment in lieu of the monthly Pension otherwise payable under the Plan if on the date of distribution such Actuarial Equivalent lump sum value is less than $3,500 ($5,000 after 1997) (or such other amount as may be specified from time to time under the Internal Revenue Code and regulations thereunder).  If the Employee’s Annuity Starting Date, as defined in Section 1.05(i), shall already have occurred, lump sum payment shall be made only if the Employee so elects and, if he is married, the Employee’s spouse has consented to such election in accordance with Section 3.04.  Persons who are not already in pay status and who terminate before this Section became
effective shall be subject to this Section and shall receive the distributions called for by this Section as soon as practicable.


32











ARTICLE IX


COVERAGE OF ADLER SHOE SHOPS, INC. EMPLOYEES


          9.01     Effective Date.


          Salaried Employees and Hourly Paid Staff Employees of Adler Shoe Shops, Inc., became covered from and after January 1, 1980 - the effective date of participation in the Plan by Adler Shoe Shops, Inc.  Effective July 17, 1988 Adler Shoe Shops, Inc. was merged into Nunn-Bush Shoe Company.  However, those individuals who had formerly worked for Adler Shoe Shops, Inc. who had been covered hereunder became employees of Weyenberg Shoe Manufacturing Company on July 17, 1988 and continued to be covered hereunder from July 17, 1988 forward.


          9.02     Service.

          Each employee described in Section 9.01 shall be credited with one year of Vesting Service and one year of Credited Service for each “Year of Service” credited to him prior to January 1, 1980 under the plan maintained by Adler Shoe Shops, Inc. pursuant to the Shoe League Master Pension Trust (the “Prior Plan”).  (Accrued benefits and assets sufficient to provide such Accrued Benefits were transferred from the Prior Plan to this Plan and, accordingly, service with Adler Shoe Shops, Inc. credited under the Prior Plan is properly treated as service credited under this Plan, including (pursuant to Code Section 414(a)) service with Adler prior to the time it became affiliated with the Company.)  Vesting Service and Credited Service for employment from and after January 1, 1980 shall be determined in accordance with the rules of the Plan.

          9.03     No Reduction of Benefits.

          Notwithstanding any other provision hereof, the Accrued Pension applicable to any individual described in Section 9.01 shall not be less than the accrued benefit of each such person under the Prior Plan as of December 31, 1979.

33













THE WEYCO GROUP, INC. PENSION PLAN


PART C


Amended and Restated Effective January 1, 2006











THE WEYCO GROUP, INC. PENSION PLAN


PART C


Table of Contents

	
   
 	
   
 	
   
 	
  
Page
  
	
   
 	
   
 	
   
 	
  



  
	
  
PREAMBLE
  	
  
 
  	
   
 
	
  
ARTICLE I
  	
  
     DEFINITIONS
  	
  
1
  
	
   
  	
  
 
  	
   
 
	
  
1.01
  	
  
 
  	
  
“Accrued   Pension”
  	
  
1
  
	
  
1.02
  	
  
 
  	
  
“Actuarial   Equivalent”
  	
  
1
  
	
  
1.03
  	
  
 
  	
  
“Actuary”
  	
  
1
  
	
  
1.04
  	
  
 
  	
  
“Affiliated   Employer”
  	
  
1
  
	
  
1.05
  	
  
 
  	
  
“Basic   Pension”
  	
  
2
  
	
  
1.06
  	
  
 
  	
  
“Benefit   Rate”
  	
  
2
  
	
  
1.07
  	
  
 
  	
  
“Break in   Service”
  	
  
2
  
	
  
1.08
  	
  
 
  	
  
“Company”
  	
  
3
  
	
  
1.09
  	
  
 
  	
  
“Credited   Service”
  	
  
3
  
	
  
1.10
  	
  
 
  	
  
“Disability”
  	
  
3
  
	
  
1.11
  	
  
 
  	
  
“Effective   Date”
  	
  
3
  
	
  
1.12
  	
  
 
  	
  
“Employee”
  	
  
3
  
	
  
1.13
  	
  
 
  	
  
“Employee   Year”
  	
  
3
  
	
  
1.14
  	
  
 
  	
  
“ERISA”
  	
  
3
  
	
  
1.15
  	
  
 
  	
  
“ERISA   Amendment Date”
  	
  
4
  
	
  
1.16
  	
  
 
  	
  
“Hour of   Service”
  	
  
4
  
	
  
1.17
  	
  
 
  	
  
“Joint and   Survivor Pension”
  	
  
4
  
	
  
1.18
  	
  
 
  	
  
“Labor Agreement”
  	
  
4
  
	
  
1.19
  	
  
 
  	
  
“Pension   Agreement”
  	
  
4
  
	
  
1.20
  	
  
 
  	
  
“Plan”
  	
  
4
  
	
  
1.21
  	
  
 
  	
  
“Plan Year”
  	
  
4
  
	
  
1.22
  	
  
 
  	
  
“Retirement   Date”
  	
  
4
  
	
  
1.23
  	
  
 
  	
  
“Union”
  	
  
5
  
	
  
1.24
  	
  
 
  	
  
“Vesting   Service”
  	
  
5
  
	
   
 	
   
  	
  
 
  	
   
 
	
  
ARTICLE II
  	
  
     RETIREMENT   BENEFIT
  	
  
7
  
	
  
 
  	
  
 
  	
   
 
	
  
2.01
  	
  
 
  	
  
Normal   Retirement
  	
  
7
  
	
  
2.02
  	
  
 
  	
  
Early   Retirement
  	
  
7
  




i











Table of Contents
(continued)

	
   
 	
   
 	
   
 	
  
Page
  
	
   
 	
   
 	
   
 	
  



  
	
  
2.03
  	
  
 
  	
  
Method of   Payment - Joint and Survivor Pension
  	
  
7
  
	
  
2.04
  	
  
 
  	
  
Re-employment
  	
  
10
  
	
  
2.05
  	
  
 
  	
  
Required   Distributions
  	
  
13
  
	
  
2.06
  	
  
 
  	
  
Special   Requirements
  	
  
14
  
	
  
2.07
  	
  
 
  	
  
Impact of   Amendments on Prior Retired or Terminated Employees
  	
  
15
  
	
   
 	
   
  	
  
 
  	
   
 
	
  
ARTICLE III
  	
  
     DISABILITY   BENEFIT
  	
  
16
  
	
  
 
  	
  
 
  	
   
 
	
  
3.01
  	
  
 
  	
  
Eligibility   and Payment
  	
  
16
  
	
  
3.02
  	
  
 
  	
  
Duration of   Payment
  	
  
16
  
	
   
 	
  
 
  	
  
 
  	
   
 
	
  ARTICLE IV
  	
  
     SEVERANCE   BENEFITS
  	
  
18
  
	
  
 
  	
  
 
  	
   
 
	
  
4.01
  	
  
 
  	
  
Deferred   Vested Pension
  	
  
18
  
	
  
4.02
  	
  
 
  	
  
Required   Procedures
  	
  
18
  
	
  
4.03
  	
  
 
  	
  
Election of   Former Vesting Provisions
  	
  
19
  
	
  
4.04
  	
  
 
  	
  
Nonforfeitable   Upon Attainment of Age 65
  	
  
19
  
	
   
 	
  
 
  	
  
 
  	
   
 
	
  
ARTICLE V
  	
  
     DEATH   BENEFITS
  	
  
20
  
	
  
 
  	
  
 
  	
   
 
	
  
5.01
  	
  
 
  	
  
Before   Benefits Commence
  	
  
20
  
	
  5.02
  	
  
 
  	
  
After   Benefit Commencement Date
  	
  
22
  
	
   
 	
  
 
  	
  
 
  	
   
 
	
  
ARTICLE VI
  	
  
     TRANSFERS
  	
  
23
  
	
  
 
  	
  
 
  	
   
 
	
  
ARTICLE VII
  	
  
     PLAN   AMENDMENT
  	
  
25
  
	
  
 
  	
  
 
  	
   
 
	
  
7.01
  	
  
 
  	
  
Amendment in   General
  	
  
25
  
	
  
7.02
  	
  
 
  	
  
Qualification   Amendments by the Company
  	
  
25
  
	
   
 	
  
 
  	
  
 
  	
   
 
	
  
ARTICLE VIII
  	
  
     GENERAL   PROVISIONS
  	
  
26
  
	
  
 
  	
  
 
  	
   
 
	
  
8.01
  	
  
 
  	
  
Minimum   Optional Form of Benefit
  	
  
26
  
	
  
8.02
  	
  
 
  	
  
Small   Amounts
  	
  
26
  
	
  
8.03
  	
  
 
  	
  
Retirement   During Authorized Absence
  	
  
26
  




ii











THE WEYCO GROUP, INC. PENSION PLAN


PART C


PREAMBLE


          This document sets forth the terms and provisions of Part C of the Weyco Group, Inc. Pension Plan.  Employees eligible under this Part C are those employees who would have been eligible under the Weyco Group Inc. Shoe Production Workers Pension Plan had it not been merged into the Weyco Group, Inc. Pension Plan.  This Part C is restated effective as of January 1, 2006 (except to the extent a different effective date for a particular provision is otherwise specified.)











ARTICLE I


DEFINITIONS


          Words and phrases appearing in this Part C shall have the respective meanings set forth in this Article, unless the context clearly indicates to the contrary.  Any reference to an Article or Section shall mean an Article or Section in this Part C unless specified to the contrary.  Any capitalized term used in this Part C which is not defined in Part C shall have the same meaning as in Part A of the Plan.


          1.01     “Accrued Pension” means the unreduced pension of an Employee in the event of his termination of employment with the Company for any reason before Normal Retirement Date or the earlier termination of the Plan or his transfer to a position with the Company which makes him ineligible for continued coverage hereunder, which shall be an amount equal to the Benefit Rate in effect at the date of his termination or termination of the Plan or such transfer based on his Credited Service as of the date of his termination or the earlier termination of the Plan or such transfer.


          1.02     “Actuarial Equivalent” shall mean a benefit having the same value as the benefit it replaces.  Except as otherwise specifically provided in the Plan, actuarial equivalents shall be determined on the basis of 8% interest and the UP-1984 mortality table with no adjustment in ages for Participants and with ages set back four years for joint pensioners or alternate payees.  For purposes of computing Actuarial Equivalent present value for purposes of lump sum distributions the foregoing assumptions shall be utilized, except that if the PBGC interest rate (immediate or deferred annuity rate, whichever is appropriate) to be used for determining the present value of a lump sum distribution on plan termination as of the first day of the year in which distribution is made is lower than the interest rate specified in Exhibit A-1, such lower PBGC rate shall

be used; provided, however, that for purposes of calculating lump sums, the interest assumption used shall be the “applicable interest rate” and the mortality assumption used shall be the “applicable mortality table.”  The term ‘applicable mortality table’ means the table prescribed by the IRS from time to time pursuant to Code Section 417(e) as amended by Public Law 103-465.  The term “applicable interest rate” means the annual rate of interest on 30-year Treasury securities as published by the IRS for the month second next preceding the month in which occurs the first day of the Plan Year in which distribution is made; e.g. the rate published for November 1999 to be used for all distributions in 2000, the November 2000 rate for 2001 distributions, etc.


          1.03     “Actuary” means an individual actuary enrolled with the Federal Joint Plan Administrator for the Enrollment of Actuaries selected by the Plan Administrator or a firm of actuaries at least one of whose members is so enrolled.


          1.04     “Affiliated Employer” means each corporation which is included as a member of a controlled group with the Company and trades or businesses, whether or not incorporated, which are under common control by or with the Company within the meanings of Sections 414(b) and (c) of the Internal Revenue Code and shall include members of the same “affiliated service group” within the meaning of Code Section 414(m) or deemed as such pursuant to regulations under Code Section 414(o).


1











          1.05     “Basic Pension” means a pension which shall be payable for the life of the recipient (before any reduction for Joint and Survivor Pension benefit), the last payment to be made as of the first day of the month in which his death occurs.


          1.06     “Benefit Rate” means as of January 1, 1976, a monthly amount equal to $3.50 for each year of Credited Service.  From and after January 1, 1977, “Benefit Rate” means a monthly amount equal to $3.75 for each year of Credited Service.  From and after March 16, 1979, “Benefit Rate” means a monthly amount equal to $4.25 for each year of Credited Service.  From and after February 16, 1981, “Benefit Rate” means a monthly amount equal to $4.50 for each year of Credited Service.  From and after March 1, 1982, “Benefit Rate” means a monthly amount equal to $5.00 for each year of Credited Service.  From and after February 7, 1983, “Benefit Rate” means a monthly amount equal to $5.25 for each year of Credited Service.  From and after March 6, 1984, “Benefit Rate” means

a monthly amount equal to $5.50 for each year of Credited Service from and after March 4, 1985, “Benefit Rate” means a monthly amount equal to $5.75 for each year of Credited Service.  From and after November 16, 1987, ‘Benefit Rate’ means a monthly amount equal to $6.00 for each year of Credited Service.  From and after January 7, 1991, ‘Benefit Rate’ means a monthly amount equal to $6.25 for each year of Credited Service.  From and after March 9, 1992, ‘Benefit Rate’ means a monthly amount equal to $6.50 for each year of Credited Service.  From and after March 8, 1993, ‘Benefit Rate’ means a monthly amount equal to $7.00 for each year of Credited Service.  From and after February 21, 1994, ‘Benefit Rate’ means a monthly amount equal to $7.25 for each year of Credited Service.  From and after March 6, 1995, ‘Benefit Rate’ means a monthly amount equal to $7.50 for each year of
Credited Service.  From and after March 11, 1996, ‘Benefit Rate’ means a monthly amount equal to $7.75 for each year of Credited Service.  From and after March 10, 1997, ‘Benefit Rate’ means a monthly amount equal to $8.00 for each year of Credited Service.  From and after March 2, 1998, ‘Benefit Rate’ means a monthly amount equal to $9.00 for each year of Credited Service.  From and after February 28, 2000, ‘Benefit Rate’ means a monthly amount equal to $9.50 for each year of Credited Service.  From and after February 26, 2001, ‘Benefit Rate’ means a monthly amount equal to $10.00 for each year of Credited Service.


          1.07      “Break in Service” means any Employee Year during which the Employee does not complete 500 Hours of Service in the aggregate with the Company or any Affiliated Employer.  Solely for the purpose of determining whether or not a Break in Service occurs under this Plan for terminations after 1984, up to 501 Hours of Service shall be credited during the continuation of any maternity or paternity absence, as such absences are defined in paragraph 202(b)(5) of ERISA, either in the Employee Year of its commencement if a Participant would otherwise have fewer than 501 Hours of Service in that year, or, if not, then in the following Employee Year.  Such Hours of Service shall be credited at the same rate as normally would occur but for such absence, or, in the case of uncertainty, at the rate of eight hours of service per day of absence.  If the
Employee does not return to the performance of duties for the Company or for an Affiliated Employer by the first business day of the first Employee Year after such maternity or paternity hours are credited, then a Break in Service may be deemed to commence either on that date or on such later date as any authorized leave of absence given in connection with or during the maternity or paternity absence shall have ended without return of the Employee to such active duties.  Nothing in this Section shall be understood to establish or alter any Employer policy with respect to maternity or paternity leaves for any purpose other than the determination of Breaks in Service under this Plan.


2











          1.08     “Company” means Weyco Group, Inc. or any successor by merger, purchase or otherwise.


          1.09     “Credited Service” means time spent by an Employee in the employment of the Company which is relevant for purposes of determining benefit amount.  Credited Service shall be equal to the Employee’s Vesting Service except that Vesting Service attributable to Hours of Service with an Affiliated Employer or to Hours of Service during periods when he was employed by the Company other than as an Employee as defined herein or to periods of employment with Sportwelt Shoe Company, Inc. of Wisconsin (and its predecessors) shall be subtracted.


          1.10     “Disability” shall be deemed to exist when the Employee is found by the Plan Administrator on the basis of a report by a physician appointed by the Plan Administrator to be wholly and permanently prevented from engaging in any occupation or employment for wage or profit as a result of injury or disease, either occupational or non-occupational in cause.  Notwithstanding the foregoing, the term “Disability” shall exclude for the purposes of the Plan, any disability found by the Plan Administrator to have been incurred while the Employee was engaged in a criminal enterprise, or which consists of chronic alcoholism or addiction to narcotics, or is the result of an injury intentionally self-inflicted by the Employee, or any disability resulting from service in the armed forces of any country.


          1.11     “Effective Date” means November 4, 1957.


          1.12     “Employee” means any person employed by the Company to whom the benefits of this Plan have been made available by the Pension Agreement with the Union.  Any such person shall be covered under the Plan commencing with his date of hire by the Company; provided that any person who was hired by the Company prior to the ERISA Amendment Date and who was excluded from coverage under the Plan as in effect prior to the ERISA Amendment Date because not a regular full-time employee and who is still in the employ of the Company on the ERISA Amendment Date shall be covered commencing on the ERISA Amendment Date and his Vesting Service and Credited Service shall be counted only from and after the ERISA Amendment Date.  “Leased Employees” within the meaning of Internal Revenue Code Section 414(n) shall not be eligible to participate in this Plan

because they do not come within the foregoing definition.  Notwithstanding any other provision of this Plan to the contrary, no individual shall be covered hereunder while classified other than as an eligible “Employee” by the Employer with respect to its payroll practices (including, but not limited to, an independent contractor or an employee of an independent contractor, a consultant or a temporary help agency worker) during the period of such classification, regardless of any subsequent reclassification arising as a matter of law or otherwise.


          1.13     “Employee Year” means with respect to each Employee, the 12 month period commencing with his employment commencement date and each succeeding 12 month period.  The employment commencement date of any person previously excluded because not a regular full-time employee who becomes covered as an Employee on the ERISA Amendment Date shall be deemed to be the ERISA Amendment Date.


          1.14     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.


3











          1.15     “ERISA Amendment Date” means January 1, 1976.


          1.16     “Hour of Service” means each hour for which an Employee is either directly or indirectly paid, or entitled to payment by the Company or an Affiliated Employer for the performance of duties for the Company or an Affiliated Employer, whether as an Employee as defined herein or as an employee of the Company or an Affiliated Employer prior to or subsequent to his becoming an Employee hereunder.  In addition, Hours of Service shall include each hour of paid absence.  Employees who are compensated other than on an hourly basis shall be credited with 45 Hours of Service for each week in which they are paid or entitled to be paid by the Company or an Affiliated Employer.  An Hour of Service shall include each hour for which back pay, irrespective of mitigation of damages, has been either awarded or agreed upon by the Company or an Affiliated
Employer.  Further, the term “Hour of Service” shall include periods of time during which the Employee is on an authorized leave of absence or during which his absence is due to service in the Armed Forces of the United States, provided that he returns to employment upon the expiration of any such leave of absence or within the period during which his reemployment rights are guaranteed by law, with the Employee to be credited with the number of hours for each week during such periods of time as he would accrue in a customary work week.  Nonperformance Hours of Service shall be determined and credited, and all Hours of Service shall be allocated to computation periods, in accordance with Department of Labor Regulations 2530.200b-2(b) and (c).  No Employee shall be credited more than once with Hours of Service with respect to the same actual hours or weeks.


          1.17     “Joint and Survivor Pension” means a reduced pension payable for the Employee’s life with 50% thereof continued after his death to, and for the life of, his Eligible Spouse.  For an Employee and Eligible Spouse the same age, the reduced pension is equal to .902 multiplied by the Basic Pension otherwise payable to the Employee.  The reduction factor is increased .004 for each full year that the Eligible Spouse’s age exceeds the Employee’s age and decreased .004 for each full year that the Eligible Spouse’s age is less than the Employee’s age.


          1.18     “Labor Agreement” means the Company’s Labor Agreement with the Union.


          1.19     “Pension Agreement” means the Company’s Pension Agreement with the Union.


          1.20     “Plan”, as used in this Part C, shall mean this Part C of the Weyco Group, Inc. Pension Plan unless the context clearly requires that the term “Plan” shall mean the entire plan.


          1.21     “Plan Year” means the annual accounting period of the Plan, which is the calendar year.


          1.22     “Retirement Date” means an Employee’s Normal Retirement Date, Early Retirement Date, Disability Retirement Date or Deferred Vested Retirement Date, whichever is applicable as follows:

	
   
  	
  
(a)
  	
  
“Normal   Retirement Date” means the first day of the month coincident with or next   following the later of:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
The date   upon which the Employee attains age 65, or
  




4










	
  
 
  	
  
 
  	
  
(ii)
  	
  
The 5th   anniversary of the date upon which a person first became an Employee.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(b)
  	
  
“Early   Retirement Date” means the first day of any month as of which the   Employee elects to retire prior to his reaching age 65 but after he has both   attained age 62 and completed 15 years of Credited Service.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
“Disability   Retirement Date” means the first of month following the date (after the   Employee has attained age 50 and completed 15 years of Credited Service or,   at any age, after he has completed 25 years of Credited Service and prior to   Normal Retirement Date) as of which an Employee is deemed to be disabled   pursuant to Section 1.10.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
“Deferred   Vested Retirement Date” means the first day of the month coincident with   or next following the date on which an Employee resigns from the service of   the Employer or is discharged before his Normal, Early or Disability   Retirement Date but after he has completed at least 5 years of Vesting   Service.
  



          1.23     “Union” means local 651 of the Boot and Shoe Workers Union, AFL-CIO, which has agreed with the Company to be covered by this Plan or as this Plan may be modified.


          1.24     “Vesting Service” means time spent by an Employee in the employment of the Company (or an Affiliated Employer after the ERISA Amendment Date) which is relevant for purposes of determining eligibility for a Deferred Vested Pension, determined in accordance with reasonable and uniform standards and policies adopted by the Company from time to time, subject to the following provisions:

	
  
 
  	
  
(a)
  	
  
Vesting   Service shall equal the aggregate service obtained by adding an Employee’s   Pre-ERISA Service to his Post-ERISA Service, as set forth below:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
“Pre-ERISA   Service” means an Employee’s years of service with the Company prior to   his first Employee Year commencing on or after the ERISA Amendment Date as   determined under Section 8 of the Plan as in effect immediately prior to   the ERISA Amendment Date.  For   purposes of this Section 1.24(a), an Employee who entered employment   with the Company after age 50 and prior to September 1, 1969 shall be given   credit for employment with Sportwelt Shoe Company, Inc. of Wisconsin (and its   predecessors).
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
“Post-ERISA   Service” means an Employee’s years of service with the Company or any   Affiliated Employer, beginning with his first Employee Year commencing on or   after the ERISA Amendment Date, calculated on the basis of one full year for   each Employee Year in which the Employee has completed 1000 Hours of   Service.  If an Employee has less than   1000 Hours of Service for any Employee Year, he shall not receive any Vesting   Service for such year.  Notwithstanding   the preceding sentence, in the event the Employee has 500 or more Hours of   Service as defined in Section 1.16 in the Employee Year in which he   terminates his service for whatever reason, he shall be credited with one   year of Post-ERISA Vesting Service for such Plan Year.
  




5










	
  
 
  	
  
(b)
  	
  
If an   Employee incurs a Break in Service before he becomes entitled to a Deferred   Vested Pension, his Vesting Service shall be forfeited after the number of   his Breaks in Service equals or exceeds the period of such pre-break Vesting   Service, but not before he has 5 consecutive Breaks in Service.  If he is subsequently reemployed before   such forfeiture and before his Normal Retirement Date, his prior Vesting   Service shall be restored provided that he earns at least one year of Vesting   Service (1000 Hours in any Employee Year) following his reemployment.  He shall receive no Vesting Service for   the period during the actual Break in Service.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
If an   Employee who incurs a Break in Service after he becomes entitled to a   Deferred Vested Pension is subsequently reemployed before Normal Retirement   Date, his prior Vesting Service shall be restored so long as he earns at   least one year of Vesting Service (1000 Hours in any Employee Year) following   his reemployment.
  




6











ARTICLE II


RETIREMENT BENEFIT

	
  
 
  	
  
2.01
  	
  
Normal   Retirement.
  





          Any present or future Employee whose active service with the Company has been terminated on or after his Normal Retirement Date shall be entitled to receive a Basic Pension which shall equal the applicable Benefit Rate at the Employee’s Normal Retirement Date based on his Credited Service at such date.  Payment of such pension shall be made in the manner specified under Section 2.03 commencing on the Employee’s Normal Retirement Date, or in the event of retirement after Normal Retirement Date, on the first of the month coincident with or next following the date of actual retirement (the “Late Retirement Date”).


	
  
 
  	
  
2.02
  	
  
Early   Retirement.
  




          An Employee who has completed 15 years of Credited Service may elect to retire at any time after his 62nd birthday.  In such event, he shall receive an immediate Basic Pension commencing on his Normal Retirement Date equal to his Accrued Pension.  However, the Employee may elect to commence receipt of his pension beginning on his Early Retirement Date or the first day of any subsequent month.  In that event, he shall be eligible to receive an immediate Basic Pension in the following reduced amount:

	
  
 
  	
  
Age 62   retirement - 80% of the applicable Benefit Rate on his Early Retirement Date   based on his Credited Service at such date.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Age 63   retirement - 86.7% of the applicable Benefit    Rate on his Early Retirement Date based on his Credited  Service at such date.
  
	
   
  	
  
 
  
	
  
 
  	
  
Age 64   retirement - 93.3% of the applicable Benefit Rate on his Early Retirement   Date based on his Credited Service at such date.
  




Payment of such pension shall be made in the manner specified in Section 2.03 commencing on the Employee’s Early Retirement Date.

	
  
 
  	
  
2.03
  	
  
Method of   Payment - Joint and Survivor Pension.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
A married   Employee who has been married throughout the one-year period ending on his   benefit commencement date shall receive his benefit as a Joint and Survivor   Pension unless he elects in writing, during the applicable election period,   which shall be the ninety day period ending on his benefit commencement date   or such other period as may be required by applicable governmental   regulations, to receive his benefit as a Basic Pension and his spouse   consents to his election, in a manner acknowledging the effect of such   election, in a writing witnessed by a plan representative or notary public   (unless the Employee can establish to the satisfaction of the Plan   Administrator that consent cannot be obtained because the Employee’s spouse   cannot be located or such other circumstances as may be provided by   applicable government regulations).    Such election of an alternative form of payment will not be valid   unless (1) the election
designates a form of payment (and beneficiary) which   may not be changed without spousal consent or (2) the   consent of the spouse permits further designations as to the form of payment   (and beneficiary) by the Participant without any requirement of further   consent of the spouse; provided, however, that no general consent of the   spouse is valid, unless the general consent acknowledges that the spouse has   the right to limit consent to a specific beneficiary and a specific optional   form of benefit and that the spouse voluntarily elects to relinquish both of   such rights. 
  



7










	
  
 
  	
  
 
  	
  
 An Employee who married   within one year before his benefit commencement date, and has been married to   that spouse for at least one year on his date of death shall be deemed to   have been married throughout the one year period ending on his benefit   commencement date.  An Employee who   married within one year before his benefit commencement date, and has been   married for less than one year on his benefit commencement date shall receive   his benefit as a Basic
Pension until the first anniversary of his marriage,   at which time his benefit shall be converted to a Joint and Survivor Pension,   unless he elects in writing during the applicable election period specified   above to receive his benefit as a Basic Pension, and his spouse consents to   his election, in a manner acknowledging the effect of such election, in a   writing, witnessed by a plan representative or notary public (or the Employee   can establish to the satisfaction of the Plan Administrator that consent   cannot be obtained because the Employee’s spouse cannot be located or such   other circumstances as may be provided by applicable government   regulations).  Such election of an   alternative form of payment will not be valid unless (1) the election   designates a form of payment (and beneficiary) which may not be changed   without spousal consent or (2) the consent of the spouse permits further   designations as to the form of payment (and beneficiary) by the Participant
without any requirement of further consent of the spouse; provided, however,   that no general consent of the spouse is valid, unless the general consent   acknowledges that the spouse has the right to limit consent to a specific   beneficiary and a specific optional form of benefit and that the spouse   voluntarily elects to relinquish both of such rights.  An Employee who is unmarried on his   benefit commencement date shall receive his benefit as a Basic Pension.  Any election made prior to the applicable   election period shall be invalid.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Not less   than thirty nor more than ninety days prior to the Employee’s benefit   commencement date or within such reasonable period prior to the Employee’s   benefit commencement date as shall be determined by the Plan Administrator   consistent with applicable governmental regulations, the Plan Administrator   shall furnish to the Employee a written notification of the terms and   conditions of the Joint and Survivor Pension, the availability and effect of   any election under this Section to waive the Joint and Survivor Pension,   the right of the Employee and the Employee’s spouse with regard to electing   against the Joint and Survivor Pension under this Section 2.03, and the   Employee’s right to revoke any such election along with the effect of such   revocation.  If an Employee makes a   request for additional information during the applicable election period, the   Plan Administrator shall furnish such information, in
terms of dollars per   benefit payment, to the Participant within 30 days of such request.
  




8










	
  
 
  	
  
(c)
  	
  
An Employee   may revoke any election and make a new election with his spouse’s consent at   any time during the applicable election period as specified above.  The new election must be consented to by   the spouse in the same manner as described above (unless the Employee can   establish to the satisfaction of the Plan Administrator that consent cannot   be obtained because the Employee’s spouse cannot be located or such other   circumstances as may be provided by applicable government regulations), unless   the prior consent of the spouse expressly permits election of the Basic   Pension by the Employee without additional consent by the spouse; provided,   however, that no general consent of the spouse is valid, unless the   general consent acknowledges that the spouse has the right to limit consent   to a specific beneficiary and a specific optional form of benefit and that   the spouse voluntarily elects to relinquish both of such
rights.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
“Benefit   commencement date” means “annuity starting date” as that term is used in   Internal Revenue Code Section 417(e), i.e., 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 entitle the Employee to payment of such benefit.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(e)
  	
  
This   paragraph (e) shall be applicable only in the circumstance where either due   to short notice provided by a Participant or administrative oversight, the   requirements of paragraph (c) above are not met for the Participant’s   intended Annuity Starting Date.    Notwithstanding any other provision of the Plan and subject to the   requirements set forth below, a Participant shall be permitted to elect to   waive the requirement that the written explanation of the Joint and Survivor   Pension be provided at least 30 days before the Annuity Starting Date so long   as that written explanation is provided more than 7 days in advance of the   date benefits actually commence (the “Benefit Commencement Date”) and,   notwithstanding any other provision of the Plan to the contrary, the Plan may   provide the written explanation of the Joint and Survivor Pension after the   Annuity Starting Date:
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
Any Annuity   Starting Date elected hereunder shall be no earlier than the first day of the   month following the date the Participant first gives notice of his desire to   commence receipt of benefits or, if later, the first day upon which he is   eligible to commence receipt of benefits.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
If the   Benefit Commencement Date is subsequent to the Annuity Starting Date, then on   the Benefit Commencement Date the Participant receives a lump-sum payment   equal to the monthly benefit payments that would have been made from the   Annuity Starting Date to the Benefit Commencement Date had benefits started   on the Annuity Starting Date plus an appropriate adjustment for interest   calculated using the applicable interest rate (as described in Section 1.02);
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(iii)
  	
  
The periodic   payments beginning on the first of the month coincident with or next   following the Benefit Commencement Date for a Participant whose Annuity   Starting Date precedes the Benefit Commencement Date are in the same amount   as the periodic payments that would have been paid to the Participant had   payment actually commenced on the Annuity Starting Date.
  




9










	
  
 
  	
  
 
  	
  
(iv)
  	
  
The   applicable election period does not end    before the 30th day after the date on which such   explanation is provided or, if the Participant elects, such 30 day   requirement may be waived as long as the distribution commences more than 7   days after such explanation is provided.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(v)
  	
  
The   Participant’s spouse as of the Benefit Commencement Date consents (in the   manner described in paragraph (a) above) to any retroactive Annuity Starting   Date election if the survivor payments under a retroactive annuity are less   than the survivor payments would have been under an optional form of benefit   that would satisfy the requirements of the Joint and Survivor Pension on the   Benefit Commencement Date.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(vi)
  	
  
The benefit   distribution (including appropriate interest adjustments) based on a   retroactive Annuity Starting Date meets the requirements of Code Section 415   (and in the case of a non-annuity distribution Code Section 417(e)(3)) using   the Benefit Commencement Date for all purposes (including for determining the   applicable interest rate and the applicable mortality table).  The Plan is not required to show   compliance with Code Section 415 as of the Benefit Commencement Date if that   date is no more than twelve months after the retroactive Annuity Starting   Date.
  




          A Participant shall have until the later of (i) the Benefit Commencement Date or (ii) the eighth day following the date the Participant is provided with the explanation of the Joint and Survivor Pension in which to revoke any waiver made by the Participant under this paragraph.  


	
  
 
  	
  
(f)
  	
  
Unless there   is an administrative delay, distributions must start not more than 90 days   after the Plan Administrator furnishes the Participant with the written   explanation of the Joint and Survivor Pension.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(g)
  	
  
An Employee   who terminated after September 1, 1974 and prior to August 23, 1984 who has   not commenced to receive his benefits before August 23, 1984 shall receive   his benefit in the form of a Joint and Survivor Pension, if he is married,   under the terms of the Plan as in effect at the time of termination of his   employment unless he elects against such Joint and Survivor Pension in favor   of some other form of distribution available to him under the terms of the   Plan at the time he retired.  There   shall be no spousal consent requirement applicable to the waiver of the Joint   and Survivor Pension by such an Employee.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
2.04
  	
  
Re-employment.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
If a former   Employee is reemployed by the Company at a time when he is receiving a   pension hereunder, the Employee’s pension benefit shall be suspended   throughout the period of his reemployment.
  




10










	
  
 
  	
  
 
  	
  
Upon such   Employee’s subsequent cessation of reemployment the pension benefit payable   to or with respect to such Employee, if any, shall resume upon the Benefit   Resumption Date, which shall be the first day of the calendar month following   the calendar month in which the Employee terminates reemployment.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
From and after   the Benefit Resumption Date, the Pension payable under this Plan, if any, to   or with respect to such a former Employee who is reemployed shall be   determined as follows:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
With respect   to an Employee who is reemployed, the Basic Pension payable at the time of   the termination of his reemployment shall be based on his years of Credited   Service and Benefit Rate at the time of termination of reemployment;   provided, however, that in the increase in the employee’s basic pension as so   determined over the Basic Pension payable to him prior to his reemployment   shall be reduced by an offset to take into account the fact that pension   benefits (other than Disability Benefits) have been previously paid to such   Employee.  Such offset shall be the   Actuarial Equivalent of pension benefits previously distributed to the   Employee.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
(1)
  	
  
In the case   of a reemployed Employee whose initial termination of employment was after   his Normal Retirement Date, whether the Employee’s benefit upon termination   of employment is paid as a Basic Pension or under one of the other options   available under the Plan depends on the form of settlement option in effect   for such Employee prior to his reemployment.    Reemployment shall not entitle such Employee to revise such settlement   option.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(2)
  	
  
In the case   of an Employee whose initial termination of employment was prior to Normal   Retirement Date, the portion of his pension payable upon termination of   reemployment which is not in excess of his pension payable prior to reemployment   shall continue to be paid under the settlement option in effect for such   Employee prior to reemployment.    Reemployment shall not entitle such Employee to revise such settlement   option as to such portion of his benefit.    However, the usual rules regarding election of form of payment set   forth in Section 2.03 shall apply to that portion of his Basic   Pension  following reemployment which   is in excess of his Basic Pension accrued to the date of his first   termination of employment.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(iii)
  	
  
On the   Employee’s Benefit Resumption Date (or date of his actual later retirement in   the case of a late retiring Employee under Section 2.01), the Employee   shall also be paid the amount of benefit which would have been paid to the   Employee during any calendar month of his reemployment period (or, in the   case of a late retiring Employee under Section 2.01, the period after   his Normal Retirement Date until his actual retirement date) had he not been   reemployed (or, in the case of a late retiring Employee, had he not continued   in employment) if in such calendar month the Employee had less than 40 Hours   of Service (as Hours of Service are defined in Section 1.16 but   excluding Hours of Service which are attributable to authorized leaves of   absence other than for service in the Armed Forces of the United   States).  
  




11










	
   
  	
  
 
  	
  
 
  	
  
The benefit   due with respect to any such month in which the Employee had less than 40   such Hours of Service shall be increased by interest at the rate of 6%   compounded annually for the period from the date the payment for such month   would have been made had the Employee not been reemployed (or, in the case of   a late retiring Employee, had he not continued in employment) until the   Employee’s Benefit Resumption Date (or his actual retirement date in the case   of a late retiring Employee under Section 2.01).  In the event of a married Employee’s death   while reemployed (or, in the case of a late retiring Employee, while   continuing in employment beyond Normal Retirement Date), the benefits due   with respect to any such month in which the Employee had such 40 Hours of   Service shall be paid to the surviving spouse, if any, provided the Employee   did not elect, and his spouse consented, to receive his benefits in the form   of the
Basic Pension.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(iv)
  	
  
(1)
  	
  
With respect   to an Employee described in subparagraph (ii)(1) above, if the reemployed   Employee dies while reemployed, no Spouse’s Benefit will be paid with respect   to such Employee under the provisions of Article V.  In the event of such Employee’s death while reemployed, the   benefit, if any, payable shall depend on whether the settlement option in   effect for the Employee prior to his reemployment provided for a continuing   payment upon the Employee’s death and whether the recipient of such payment   survives the Employee.  The amount of   the payment, if any, shall be the amount which would have been due to the   contingent annuitant had the Employee retired on the day immediately   preceding the date of his death, immediately commenced to receive his pension   and then died.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(2)
  	
  
With respect   to an Employee described in subparagraph (ii)(2) above, if such individual   dies while reemployed, a Spouse’s Benefit will be paid with respect to such   Employee under the provisions of Article V unless the Employee has waived the   Spouse’s Benefit pursuant to Article V.    Such Spouse’s Benefit shall be computed with respect to that part of   the individual’s Basic Pension accrued to the date of his death while   reemployed which is in excess of the Basic Pension he had earned to the date   of his first termination of employment.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(v)
  	
  
An Employee   may request, and the Company in a reasonable amount of time will render, a   determination of whether any specific contemplated reemployment or continued   employment beyond Normal Retirement Date with the Company will result in a   suspension of benefits.  Such request   shall be processed in accordance with the usual Plan claims procedure.
  



12










	
  
 
  	
  
(b)
  	
  
(i)
  	
  
No payment   shall be withheld unless the Plan Administrator notifies the Employee by   personal delivery or first class mail during the first calendar month or   payroll period in which the Plan withholds payments that his or her benefits   are suspended.  Such notification   shall contain a description of the specific reasons why benefit payments are   being suspended, a description of this provision relating to the suspension   of payments, a copy of such provision, and a statement to the effect that   applicable Department of Labor regulations may be found in Section 2530.203.3   of the Code of Federal Regulations.    In addition, the notice shall inform the Employee of the Plan’s   procedures for affording a review of the suspension of benefits.  Requests for such review shall be   considered in accordance with the Plan’s claims procedure.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(ii)
  	
  
The   notification described in the preceding subparagraph shall also be provided   in the case of an Employee who continues in employment beyond Normal   Retirement date.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
If any   individual is reemployed following receipt of a lump sum distribution under   this Plan, the Basic Pension payable to such person shall be calculated based   upon the Benefit Rate in effect at the time of his termination of   reemployment and his number of years of initial Credited Service and his years   of Credited Service during his reemployment; provided, however, that such   Basic Pension shall be reduced by the Actuarial Equivalent of the lump sum   amount previously paid to him.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.05
  	
  
Required   Distributions.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Payment of   benefits shall commence to an Employee no later than April 1 following the   calendar year in which he attains age 701⁄2 even if he remains in the employ of   the Company.  The Basic Pension   payable to such an individual in the year in which benefits commence shall be   equal to such individual’s Accrued Pension on the date benefits   commence.  The Basic Pension payable   to such person in each subsequent year shall be equal to the Accrued Pension   of such person on the last day of the prior year reduced (but not reduced   below the amount of Basic Pension on the date payments initially commence) by   the Actuarial Equivalent value of total payments made to the individual under   the Plan by the close of that prior year.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
In the case   of an Employee who attains age 701⁄2 prior to January 1, 1988, paragraph   (a) above shall apply only if such Employee was a more than 5% owner of the   Company, as defined in Internal Revenue Code Section 416(i)(1)(B),   during the five year period ending with the calendar year in which the   Employee attained age 701⁄2.  If the   Employee becomes a more than 5% owner during any subsequent year, payment of   benefits shall commence no later than April 1 of the calendar year following   the calendar year in which the Employee becomes a more than 5% owner.  An individual who attains age 701⁄2 in 1988   shall be treated as though he attained age 701⁄2 in 1989.
  



13










	
   

  	
  
(c)
  	
  
Paragraph   (a) shall not be applicable to an Employee who turns age 701⁄2 in calendar year   2003 or later and who is not a more than 5% owner of the Employer as defined   in Internal Revenue Code Section 416(i)(1)(B).  Pension benefits to an Employee described in the preceding   sentence shall commence on the Late Retirement Date, i.e., the first day of   the month coincident with or next following retirement.  Notwithstanding Section 2.01, the   Basic Pension of such an Employee shall not be less than the Employee’s   Accrued Pension on April 1 following the calendar year the Employee attained   age 701⁄2 increased annually (as described in Proposed IRS Regulation Section 1.411(b)-2(b)(4)(iii)   for plans which do not suspend benefits) until the Late Retirement Date by   the greater of (i) the Actuarial Equivalent of the Basic Pension that   the Employee would have received had the pension commenced on April 1
following the calendar year in which the Employee attained age 701⁄2, plus the   Actuarial Equivalent of any additional accrued benefits arising after that   date, reduced by the Actuarial Equivalent value of any distributions to the   Employee made after that date, or (ii) the additional accrued benefits   arising because of the Employee’s continued service.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
2.06
  	
  
Special   Requirements.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
All   distributions will be made in accordance with the rules of Internal Revenue   Code Section 401(a)(9) and regulations thereunder, including rules of   IRS Regulation Section 1.401(a)(9)-2.    The rules of Internal Revenue Code Section 401(a)(9) and   regulations thereunder shall override any distribution options described in   this Plan to the extent that those options could be considered to be   inconsistent with the requirements of Code Section 401(a)(9) and   regulations thereunder.  The rules set   forth in the Plan regarding time of commencement of distribution and method   of distribution shall be in lieu of the default provisions in IRS Regulation   Sections 1.401(a)-1, 1.401(a)(9)-1 and 1.401(a)(9)-2.  For purposes of determining compliance   with Code Section 401(a)(9), life expectancies shall not be   recalculated.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Paragraph   (a) above shall not apply with respect to distributions made for calendar   years beginning on or after January 1, 2002.    With respect to distributions under the Plan made for calendar years   beginning on or after January 1, 2002, the Plan will apply the minimum   distribution requirements of Section 401(a)(9) of the Internal Revenue   Code in accordance with the regulations under Section 401(a)(9) that   were proposed on January 17, 2001, notwithstanding any provision of the Plan   to the contrary.  This paragraph (b)   shall continue in effect until the end of the last calendar year beginning   before the effective date of final regulations under Section 401(a)(9)   or such other date as may be specified in guidance published by the Internal   Revenue Service.
  



14










	
  
 
  	
  
2.07
  	
  
Impact of   Amendments on Prior Retired or Terminated Employees.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
          It   is recognized that this Plan has been amended and will continue to be amended   from time to time.  Unless otherwise   specifically stated in the amendment to the contrary, no amendment to this   Plan shall have any applicability to persons who retired or otherwise   terminated employment prior to the effective date of such amendment.  The benefits of such persons shall be   governed by the provisions of the Plan as in effect at the time of their   retirement or earlier termination of employment.
  




15











ARTICLE III


DISABILITY BENEFIT

	
   
  	
  
3.01
  	
  
Eligibility   and Payment.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
          Any   Employee who incurs a Disability after attaining age 50 and who has completed   at least 15 years of Credited Service, or who at any age has completed 25   years of Credited Service, if the benefits provided under any accident and   health plan maintained by the Company have ended, shall be entitled to   receive a Basic Pension which shall be equal to his Accrued Pension on his   Disability Retirement Date.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
3.02
  	
  
Duration of   Payment.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(a)
  	
  
(i)
  	
  
An Employee   entitled to a Disability Pension shall not have incurred a benefit   commencement date within the meaning of Section 2.03 until Normal   Retirement Date. Nevertheless, on such Employee’s Disability Retirement Date   his Disability Pension shall commence in such form as the Employee elects in   accordance with the procedures set forth in Section 2.03 while treating   the Disability Retirement Date as the benefit commencement date for this   purpose.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
A Disability   Pension shall be payable only during continuous “Disability” as the term is   defined in Section 1.10.  The   Disability Pensioner may be required by the Plan Administrator to submit to a   medical examination by a physician appointed by the Plan Administrator to   determine whether or not the Disability exists or has continued, but not more   often than once every six months.  If,   after Disability Pension payments have begun, it is found that the Pensioner   is no longer totally and permanently disabled, the Pensioner’s Disability   Pension shall cease and he shall be entitled to return to such employment as   his seniority status would entitle him to if he were returning from sick   leave.  In the event a request is made   for a medical examination of a Disability Pensioner as herein provided and   the request is refused, such refusal of itself shall be cause for   discontinuance of any pension payments at
least until the Pensioner submits   to examination.  Once a Disability   Pensioner reaches his Normal Retirement Date, the Disability Pension shall be   continued, as provided in (b) below, even if his Disability should cease to   exist after that date.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(iii)
  	
  
In the event   of the death prior to his Normal Retirement Date of an Employee who had been   receiving a Disability Pension, if such Employee was married at the time of   his death and if the Employee was receiving a Disability Pension in a form   other than a Joint and Survivor Pension for the benefit of himself and the   spouse to whom he is married on his date of death, then the Disability   Pension shall be discontinued, no continuing annuity shall be payable to the   Employee’s spouse or any other person with respect to such Disability   Pension, but instead the surviving spouse to whom the Employee was married at   the time of his death shall be entitled to the Automatic Survivor Income   Benefit described in Section 6.01.    Such benefit shall commence at the time elected by such surviving   spouse in accordance with the requirements of Section 6.01 and shall be   calculated with respect to the Employee’s Benefit Service and
Benefit Rate in   effect on his Disability Retirement Date.
  




16










	
   
  	
  
 
  	
  
(iv)
  	
  
In the event   of the death prior to his Normal Retirement Date of an Employee who had been   receiving a Disability Pension, if such Employee was married at the time of   his death, and if the Employee was receiving a Disability Pension in the form   of the Joint and Survivor Pension for the benefit of himself and the spouse   to whom he was married at the time of his death, then such individual’s   surviving spouse shall elect whether to receive the Automatic Survivor Income   Benefit described in the preceding subparagraph or, instead, to receive the   survivor portion of the Joint and Survivor Pension which the Employee had been   receiving since Disability Retirement Date with such survivor portion to   commence effective as of the first of the month coincident with the next   following the Employee’s death.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
The   Employee’s attainment of his Normal Retirement Date shall be considered his   benefit commencement date under Section 2.03.  Payment of his continuing Disability Pension from and after   Normal Retirement Date shall be made in the manner specified in   Section 2.03 based on his Accrued Pension at his Disability Retirement Date.  No other pension shall be payable to or   with respect to the Employee under this Plan.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(c)
  	
  
The pension   payable hereunder to a disabled Employee whose Disability is considered to   have ended prior to his reaching his Normal Retirement Date shall be handled   as follows:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
If such   Employee’s Disability ceases prior to his reaching age 65 but he is not   reemployed by the Company or an Affiliated Employer, then upon such   cessation, the Employee will be entitled to a pension determined in accordance   with Section 2.02 or Section 4.01, whichever is applicable, such   Pension to be equal to that to which he would have been entitled to   thereunder upon termination of his service on his Disability Retirement Date   based upon the provisions of the Plan, his age and Credited and Vested   Service he had accrued, all determined as of his Disability Retirement Date.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
If such   Employee’s Disability ceases prior to his reaching age 65 and he is thereupon   reemployed by the Company or an Affiliated Employer, the Disability Pension   Benefit payable to him shall cease and his prior Credited Service and Vested   Service shall be determined under Sections 1.09 and 1.24 hereof.
  



17











ARTICLE IV


SEVERANCE BENEFITS

	
  
 
  	
  
4.01
  	
  
Deferred   Vested Pension.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
          An   Employee shall be entitled to a Deferred Vested Pension if his employment   with the Company and all Affiliated Employers is terminated (other than by   death) and he has completed at least 5 years of Vesting Service before   he has become entitled to any pension under Articles II and III hereof.  The amount of his Deferred Vested Pension   shall be his Accrued Pension as of his Deferred Vested Retirement Date and   its payment shall be governed by the provisions of Sections 4.02 and 4.03.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
4.02
  	
  
Required   Procedures.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Notification.  At the time of the termination of an   Employee entitled to a Deferred Vested Pension, the Plan Administrator shall   inform him of his right thereto, the necessity of applying for such Pension   when it becomes payable, and the time and procedure for making such   application.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Application   and Payment.    By filing a written application no earlier than 90 days before   his Normal Retirement Date, a former Employee may receive his Deferred Vested   Pension beginning on his Normal Retirement Date.  An Employee who has completed 15 years of Credited Service   prior to his Deferred Vested Retirement Date may elect to receive his   Deferred Vested Pension commencing on the first of any month after his 62nd   birthday.  In such event, he shall be   eligible to receive an immediate benefit in the following reduced amount:
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
Age 62   receipt - 80% of the Deferred Vested Pension which would have been payable   Normal Retirement Date.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Age 63   receipt - 86.7% of the Deferred Vested Pension which would have been payable   at Normal Retirement Date.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Age 64   receipt - 93.3% of the Deferred Vested Pension which would have been Payable   at Normal Retirement Date.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Payment of   the Deferred Vested Pension shall be made in the manner specified under   Section 2.03 commencing on his Normal Retirement Date or such earlier   date as he shall elect. In the circumstance in which a former Employee files   a written application after his Normal Retirement Date, he shall be entitled   to receive a benefit on his Annuity Starting Date which is an amount equal to   the Actuarial Equivalent value of his Normal Accrued Pension as defined in   Section 1.02.
  



18










	
  
 
  	
  
4.03
  	
  
Election of   Former Vesting Provisions.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
          In   the event the eligibility requirements of this Plan for a Deferred Vested   Pension are hereafter directly or indirectly amended or such requirements of   any preceding Plan have been amended by adoption of this amendment and   restatement, any Employee covered under the Plan on the day prior to the   effective date of such amendment who has completed at least three (3) Years   of Vesting Service may elect to have his eligibility for a Deferred Vested   Pension determined without regard to such amendment by notifying the Plan   Administrator in writing during the election period as hereafter   defined.  The election period shall   begin on the date such amendment is adopted and shall end no earlier than the   latest of the following dates:
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(a)
  	
  
The date   which is 60 days after the date the amendment is adopted;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
The date   which is 60 days after the day the Plan amendment becomes effective; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
The date   which is 60 days after the day the Employee is issued written notice of the   amendment by the Company or Plan Administrator.  Such election shall be available only to an individual who is   an Employee at the time such election is made and such election shall be   irrevocable.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
4.04
  	
  
Nonforfeitable   Upon Attainment of Age 65.
  
	
   
  	
  
 
  	
  
 
  
	
  
          Notwithstanding   any other provision hereof, an Employee who attains the later of his 65th   birthday or the 5th anniversary of the date upon which he first became an   Employee shall at such time have a fully vested and nonforfeitable interest   in his benefit hereunder.  The amount   and time of payment of such benefit shall be determined as elsewhere provided   herein.
  




19











ARTICLE V


DEATH BENEFITS

	
  
 
  	
  
5.01
  	
  
Before   Benefits Commence.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
If any   Employee who has at least 5 years of Vesting Service or any former Employee   who terminated after August 22, 1984 and who was entitled to a Deferred   Vested Pension under the terms of the Plan at the time of his termination of   employment dies before his benefit commencement date (as defined in   Section 2.03) then his surviving spouse, if any, shall be entitled to a   monthly benefit for life (the “Spouse’s Benefit”).
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
The monthly   amount of the benefit under this Section 5.01 payable to the surviving   spouse shall be an amount equal to what such spouse would have received under   the survivor portion of the Joint and Survivor Pension which would have been   payable to the Employee or former Employee if he had commenced to receive a   Joint and Survivor Pension on the date payments commence under whichever is   applicable of Section 2.01, 2.02 or 4.01 under paragraph (c) below   (based on his Credited Service through, and Benefit Rate in effect on, his   date of death or earlier termination of employment) and died on that date,   reduced by the Reduction Factor specified below in order to take into account   the cost of the Spouse’s Benefit for each year the Spouse’s Benefit was in   effect, and died on the day after such date.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
The Spouse’s   Benefit cost Reduction Factor shall initially be:
  




	
  Age of   Employee
   While Coverage is in Effect
  	
   
 	
  
Reduction   of Employee’s or Spouse’s
   Benefit for Each Year in Which
   Spouse’s Benefit Coverage is in Effect
  
	
  



  	
   
 	
  



  
	
  
Under 45
  	
   
 	
  
.1%
  
	
  
45-54
  	
   
 	
  
.3%
  
	
  
55 and over
  	
   
 	
  
.5%
  




	
  
 
  	
  
(c)
  	
  
Provided   that the surviving spouse survives to such commencement date, payment of the   Spouse’s Benefit will commence on the later of (a) with the consent of the   surviving spouse the first day of the month following the Employee’s or   former Employee’s date of death, (b) with the consent of the surviving spouse   and if the Employee had completed 15 years of Credited Service the first   day of any month coincident with or following the date the Employee or former   Employee would have attained age 62 or (c) Normal Retirement Date.  Notwithstanding the above, if applicable,   with the consent of the surviving spouse the Spouse’s Benefit shall commence   on the first day of the month coincident with or next following the date on   which the Employee or former Employee would have attained his Disability   Retirement Date, if earlier than the above.
  



20










	
  
 
  	
  
(d)
  	
  
Upon the   Employee’s benefit commencement date under Section 2.03, his benefit   will be reduced by the Reduction Factor described in paragraph (b) in order   to take into account the cost of the Spouse’s Benefit for each year it was in   effect.  An Employee may waive the   Spouse’s Benefit as provided in paragraph (f) below; however, his benefit   upon retirement will still be reduced to cover the cost of the Spouse’s   Benefit for the period during which it was not waived.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(e)
  	
  
At any time   during the applicable election period, an Employee may waive the Spouse’s   Benefit in a written instrument if his spouse consents to his waiver (in a   written instrument acknowledging the effect of such waiver, witnessed by a   plan representative or notary public).    The “applicable election period” for purposes of this   Section shall be the period which begins on the first day of the Plan   Year in which the Employee attains age 35 or during which he terminates   employment, if earlier and ends on the date of the Employee’s death (or such   other period as may be required by applicable governmental regulations).  An Employee may revoke any waiver of the   Spouse’s Benefit and make a new waiver with his spouse’s consent at any time   during the applicable election period as specified above.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(f)
  	
  
During the   applicable notice period, the Plan Administrator shall furnish to the   Employee a written notification of the terms and conditions of the Spouse’s   Benefit, the availability and effect of any election under this   Section to waive the Spouse’s Benefit, the necessity of the Employee’s   spouse’s consent to such a waiver for it to be valid, and the Employee’s   right to revoke any such election along with the effect of such revocation.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
The   “applicable notice period” means, with respect to an Employee, whichever of   the following period ends last:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(i)
  	
  
The period   beginning with the first day of the Plan Year in which the Employee attains   age 32 and ending with the close of the Plan Year preceding the Plan Year in   which the Employee attains age 35;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
A reasonable   period of time after the individual becomes an Employee;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(iii)
  	
  
A reasonable   period of time after the survivor benefit provisions of Internal Revenue Code   Section 401(a)(11) become applicable to the Participant; or
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(iv)
  	
  
A reasonable   period of time after separation from service in the case of an Employee who   separates from service before age 35.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(g)
  	
  
Notwithstanding   any other provision hereof to the contrary, as to an Employee who terminated   with 10 years of Vesting Service after December 31, 1985 and before August   23, 1984, who dies before commencing to receive benefits, the terms of   Section 5.01 shall be applicable to such Employee and a Spouse’s Benefit   shall be payable to his spouse only if he elects to have Section 5.01   made applicable to him pursuant to the requirements of Section 303(e)(2)   and (3) of the Retirement Equity Act of 1984 (and regulations thereunder).
  




21










	
  
 
  	
  
5.02
  	
  
After   Benefit Commencement Date.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
          No   benefits shall be payable under Section 5.01 if an Employee’s benefit   commencement date (as defined in Section 2.03) has occurred prior to his   death.  In such case, the form, payee   and amount of benefit payable, if any, shall be in accordance with the option   applicable to the Employee as a result of his election or non-election under   Section 2.03.
  




22











ARTICLE VI


TRANSFERS


          In the absence of specific provisions to the contrary, the following shall be the rules applicable in the case of transfers:

	
   
  	
  
(a)
  	
  
From or to   another Defined Benefit Plan of the Company
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
If an   Employee participating in this Part C is transferred to a position with the   Company which makes him ineligible for continued coverage under this Part C   but he then becomes covered by Part B or another private non-governmental   defined benefit plan (the “Other Plan”) maintained by the Company, upon his   termination of employment eligibility for a pension and the amount of such   pension, if any, shall be determined under the provisions of Part B or the   Other Plan based upon his total Credited Service (i.e., his Credited Service   under this Part C plus his Credited Service under Part B or the Other Plan)   with the Company.  His pension, if   any, shall be paid as follows: From Part B or the Other Plan, the Employee   will receive the pension payable under Part B or the Other Plan based on his   total Credited Service (Credited Service under this Part C plus Credited   Service under Part B or such Other Plan) with the Company reduced
by his   Accrued Pension hereunder at the time of his transfer.  From this Plan, he shall receive an amount   equal to his Accrued Pension hereunder at the time of his transfer.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(ii)
  	
  
If an   Employee is transferred from another group of employees who are ineligible   for coverage under this Part C but who are covered under Part B or the Other   Plan so that the Employee becomes eligible for coverage under this Part C,   upon his termination of employment eligibility for a pension and the amount   of such pension, if any, shall be determined under the provisions of this   Part C based upon his total Credited Service (i.e., his Credited Service   under this Part C plus his Credited Service under Part B or the Other Plan)   with the Company.  His pension, if   any, shall be paid as follows: From this Part C the Employee will receive the   pension payable under this Part C based upon his total Credited Service with   the Company reduced by his Accrued Pension under Part B or the Other Plan at   the time of his transfer.  From Part B   or the Other Plan he shall receive an amount equal to his Accrued Pension   thereunder at the time of
his transfer.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(iii)
  	
  
For purposes   of determining an Employee’s eligibility for a Deferred Vested Pension under   this Part C or Part B or any Other Plan, his total Vesting Service as   determined under the rules of this Part C with the Company shall be taken   into account.
  



23










	
  
 
  	
  
(b)
  	
  
From or to a   Defined Contribution Plan of the Company
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
If an   Employee participating in this Part C is transferred to a position with the   Company which makes him ineligible for continued coverage under this Part C   and in his new position he is either covered under a defined contribution   plan (or not covered by any plan), he shall retain the Accrued Pension which   he had as of the last day of the month in which such transfer occurs.  He shall continue to be credited with   Vesting Service (but not Credited Service) as long as he remains in the   employ of the Company.  Upon   termination of employment, eligibility for a pension hereunder shall be based   upon his total Vesting Service, but the amount of such pension shall be based   upon his Accrued Pension as of the last day of the month in which his   transfer occurs.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
If a person   is transferred from a position with the Company in which he is ineligible for   coverage under this Part C (and in which he is either covered under a defined   contribution plan or not covered under any plan) to a position with the   Company in which he is eligible for coverage under this Part C he shall be   credited with Vesting Service (but not Credited Service) under the rules of   this Part C for his prior employment in the ineligible position.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
Transfer   from or to an Affiliated Employer
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(i)
  	
  
If an   Employee participating in this Part C is transferred to a position with an   Affiliated Employer which makes him ineligible for continued coverage under   this Part C, he shall retain the Accrued Pension which he had as of the last   day of the month in which such transfer occurs.  He shall continue to be credited with Vesting Service (but not   Credited Service) as long as he remains in the employ of the Affiliated   Employer.  Upon termination of   Employment, eligibility for a pension hereunder shall be based upon his total   Vesting Service, but the amount of such pension shall be based upon his   Accrued Pension as of the last day of the month in which his transfer occurs.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
If a person   is transferred from a position with an Affiliated Employer in which he is   ineligible for coverage under this Part C to a position with the Company in   which he is eligible for coverage under this Part C he shall be credited with   Vesting Service (but not Credited Service) under the rules of this Part C for   his prior employment in the ineligible position.
  




24











ARTICLE VII


PLAN AMENDMENT


          7.01     Amendment in General.


          So long as the Pension Agreement remains in effect, this Part C shall not be amended or modified by the Company, except by agreement between the parties and to such extent as may be proper or permissible under said Agreement.  Upon the termination of the Pension Agreement, the Company shall have the right to continue this Part C in effect and to amend or modify this Part C , except as may otherwise be provided by any subsequent agreement between the Company and the Union affecting this Part C.


          7.02     Qualification Amendments by the Company.


          The Company may make such amendments, which may be retroactive to the extent permitted by law, as may be required by the Internal Revenue Service or by changes in the law from time to time in order to maintain qualification of the Plan and the Trust Fund under the appropriate provisions of the Internal Revenue Code or the Employee Retirement Income Security Act of 1974.  Anything to the contrary notwithstanding, any person who becomes entitled to a benefit from the Trust Fund shall not be affected by any benefit increases resulting from a subsequent Plan amendment, unless such amendment specifically provides otherwise.


25











ARTICLE VIII


GENERAL PROVISIONS


          8.01     Minimum Optional Form of Benefit.


          This paragraph relates to a change in actuarial equivalency factors adopted prior to September 15, 1985 and effective as of January 1, 1984.  Notwithstanding any provision hereof to the contrary, the pension payable to an Employee in any form other than the Basic Pension shall be equal to the greater of (l) the amount of the optional form of pension to which the Employee is entitled under the terms of the Plan as described herein, including the method and assumptions for computing actuarial equivalencies, or (2)(a) in the case of an Employee terminated on or prior to August 31, 1985 the amount of optional form of pension to which the Employee would have been entitled under the optional form of payment in question on the date of termination of employment or (b) in the case of an Employee who terminates after August 31, 1985 the amount of optional form of pension to which the Employee would have been
entitled had the Employee terminated on August 31, 1985 and selected the optional form of payment in question, determined for both clauses (a) and (b) under the terms of the Plan as in effect on December 31, 1983 (including the method and assumptions for computing actuarial equivalencies as in effect as of December 31, 1983).


          8.02     Small Amounts.

          If the Actuarial Equivalent lump sum value of an Employee’s Pension under Section 2.01, 2.02 or 4.01, whichever is applicable, is at the time of his termination of employment (and remains on the date of distribution less than $3,500 ($5,000 after 1997) or such other amount as may be specified from time to time under the Internal Revenue Code and regulations thereunder), such lump sum value shall be paid to the Employee as soon as practicable following his termination of employment in lieu of the monthly Pension otherwise payable under the Plan.  If the Employee’s benefit commencement date, as defined in Section 2.03, shall already have occurred, lump sum payment shall be made only if the Employee so elects and, if he is married, the Employee’s spouse has consented to such election in accordance with Section 3.04.  This Section is effective January 1, 1995.  Persons who
terminated before January 1, 1995 shall be subject to this Section and shall receive the distributions called for by this Section as soon as practicable after January 1, 1995.

          8.03     Retirement During Authorized Absence.

          An Employee who has been granted an authorized leave of absence by the Company and who otherwise is eligible to retire and receive a pension may do so without returning to active employment with the Company.

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