**Exhibit 10.15(a)**

 

**DEFINED BENEFIT RETIREMENT INCOME PLANFOR CERTAIN EMPLOYEES OFAMERICAN MULTI-CINEMA, INC.**

 

 

Defined Benefit Plan 8.0Restated January 1, 1997

 

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**TABLE OF CONTENTS**

 
| ** **           | ** **                                       | **Page** |
|----------------------|--------------------------------------------------|----------|
|                 |                                             |     |
| INTRODUCTION         | 1                                                |
|                 |                                             |     |
| ARTICLE I            | FORMAT AND DEFINITIONS                           | 2        |
| SECTION 1.01—   | FORMAT                                           | 2        |
| SECTION 1.02—   | DEFINITIONS                                      | 2        |
|                 |                                             |     |
| ARTICLE II           | PARTICIPATION                                    | 18       |
| SECTION 2.01—   | ACTIVE PARTICIPANT                               | 18       |
| SECTION 2.02—   | INACTIVE PARTICIPANT                             | 18       |
| SECTION 2.03—   | CESSATION OF PARTICIPATION                       | 19       |
| SECTION 2.04—   | ADOPTING EMPLOYERS - SINGLE PLAN                 | 19       |
|                 |                                             |     |
| ARTICLE III          | CONTRIBUTIONS                                    | 21       |
| SECTION 3.01—   | EMPLOYER CONTRIBUTIONS                           | 21       |
| SECTION 3.02—   | INVESTMENT OF CONTRIBUTIONS                      | 21       |
| SECTION 3.03—   | FUNDING POLICY                                   | 21       |
|                 |                                             |     |
| ARTICLE IV           | RETIREMENT BENEFITS                              | 22       |
| SECTION 4.01—   | ACCRUED  BENEFIT                                 | 22       |
|                 |                                             |     |
| SECTION  4.01A— | FRESH-START RULES                                |     |
|                 |                                             |     |
| SECTION  4.01B— | INTEGRATION IN MORE THAN ONE PLAN                |     |
| SECTION 4.02—   | DISREGARD OF  ACCRUED BENEFIT                    | 23       |
| SECTION 4.03—   | BENEFIT  LIMITATION                              | 23       |
| SECTION 4.04—   | AMOUNT OF  BENEFIT AT RETIREMENT                 | 30       |
| SECTION 4.05—   | TEMPORARY  LIMITATION OF BENEFITS                | 32       |
| SECTION 4.06—   | BENEFITS UPON  EMPLOYMENT AFTER RETIREMENT DATE  | 34       |
|                 |                                             |     |
| ARTICLE V            | OTHER BENEFITS                                   | 35       |
| SECTION 5.01—   | DEATH  BENEFITS                                  | 35       |
| SECTION 5.02—   | VESTED  BENEFITS                                 | 36       |
|                 |                                             |     |
| ARTICLE VI           | WHEN BENEFITS START AND DISTRIBUTION OF BENEFITS | 38       |
| SECTION 6.01—   | WHEN BENEFITS  START                             | 38       |
| SECTION 6.02—   | AUTOMATIC  FORMS OF DISTRIBUTION                 | 38       |
| SECTION 6.03—   | OPTIONAL  FORMS OF DISTRIBUTION                  | 39       |
| SECTION 6.04—   | ELECTION  PROCEDURES                             | 39       |
| SECTION 6.05—   | NOTICE  REQUIREMENTS                             | 41       |
|                 |                                             |     |
| ARTICLE VII          | DISTRIBUTION REQUIREMENTS                        | 43       |
| SECTION 7.01—   | APPLICATION                                      | 43       |
| SECTION 7.02—   | DEFINITIONS                                      | 43       |
|                      |                                                  |          |  |

 

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| ** **          | ** **                            | **Page** |
|---------------------|---------------------------------------|----------|
|                |                                  |     |
| SECTION 7.03—  | DISTRIBUTION  REQUIREMENTS            | 44       |
| SECTION 7.04—  | MINIMUM  ACTUARIAL INCREASE           | 48       |
| SECTION 7.05—  | TRANSITIONAL  RULE                    | 48       |
|                |                                  |     |
| ARTICLE VIII        | TERMINATION OF PLAN                   | 50       |
|                |                                  |     |
| ARTICLE IX          | ADMINISTRATION OF PLAN                | 51       |
| SECTION 9.01—  | ADMINISTRATION                        | 51       |
| SECTION 9.02—  | EXPENSES                              | 51       |
| SECTION 9.03—  | RECORDS                               | 51       |
| SECTION 9.04—  | INFORMATION  AVAILABLE                | 51       |
| SECTION 9.05—  | CLAIM AND  APPEAL PROCEDURES          | 52       |
| SECTION 9.06—  | DELEGATION OF  AUTHORITY              | 52       |
| SECTION 9.07—  | EXERCISE OF  DISCRETIONARY AUTHORITY  | 52       |
|                |                                  |     |
| ARTICLE X           | GENERAL PROVISIONS                    | 53       |
| SECTION 10.01— | AMENDMENTS                            | 53       |
| SECTION 10.02— | DIRECT  ROLLOVERS                     | 54       |
| SECTION 10.03— | MERGERS AND  DIRECT TRANSFERS         | 54       |
| SECTION 10.04— | PROVISIONS  RELATING TO THE INSURER   | 55       |
| SECTION 10.05— | EMPLOYMENT  STATUS                    | 55       |
| SECTION 10.06— | RIGHTS TO  PLAN ASSETS                | 55       |
| SECTION 10.07— | BENEFICIARY                           | 55       |
| SECTION 10.08— | NONALIENATION  OF BENEFITS            | 56       |
| SECTION 10.09— | CONSTRUCTION                          | 56       |
| SECTION 10.10— | LEGAL ACTIONS                         | 56       |
| SECTION 10.11— | SMALL AMOUNTS                         | 56       |
| SECTION 10.12— | WORD USAGE                            | 57       |
| SECTION 10.13— | MILITARY  SERVICE                     | 57       |
|                |                                  |     |
| ARTICLE XI          | TOP-HEAVY PLAN REQUIREMENTS           | 58       |
| SECTION 11.01— | APPLICATION                           | 58       |
| SECTION 11.02— | DEFINITIONS                           | 58       |
| SECTION 11.03— | MODIFICATION  OF VESTING REQUIREMENTS | 61       |
| SECTION 11.04— | MODIFICATION  OF ACCRUED BENEFIT      | 62       |
| SECTION 11.05— | MODIFICATION  OF BENEFIT LIMITATION   | 63       |
|                     |                                       |          |  |

 

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# **INTRODUCTION**

 

The PrimaryEmployer previously established a defined benefit retirement plan effectiveJanuary 1, 1975.

 

The PrimaryEmployer is of the opinion that the plan should be changed. It believes thatthe best means to accomplish these changes is to completely restate the plan’sterms, provisions and conditions. The restatement, generally effective January1, 1997, is set forth in this document and is substituted in lieu of the priordocument.

 

Thisrestatement is made retroactively to reflect various law changes, includingstatutes known collectively as “GUST,” made through the Community Renewal TaxRelief Act of 2000. The provisions of this Plan apply as of the effective dateof the restatement except as provided in the attached addendum(s) which reflectthe operation of the Plan between the effective date of the restatement and thedate this restatement is adopted and identify those provisions which are notamended retroactively.

 

The restatedplan continues to be for the exclusive benefit of employees of the Employer.All persons covered under the plan on December 31, 1996, shall continue to becovered under the restated plan with no loss of benefits.

 

It is intendedthat the plan, as restated, shall continue to qualify under the InternalRevenue Code of 1986, including any later amendments to the Code.

 

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**ARTICLE IFORMAT AND DEFINITIONS**

** **

**SECTION 1.01—FORMAT.**

** **

Words andphrases defined in the DEFINITIONS SECTION of Article I shall have that definedmeaning when used in this Plan, unless the context clearly indicates otherwise.

 

These wordsand phrases will have an initial capital letter to aid in identifying them asdefined terms.

 

**SECTION 1.02—DEFINITIONS.**

** **

**Accrual Break in Service**meansan Accrual Computation Period in whichan Employee is credited with 500 or fewer Hours-of-Service. An Employee incursan Accrual Break in Service on the last day of an Accrual Computation Period inwhich he has an Accrual Break in Service.

 

**Accrual Computation Period**means, prior to January 1, 1992, a 12-consecutive month period beginning on anEmployee’s Employment Commencement Date or Reemployment Commencement Date(whichever applies) and on each anniversary thereof. The Accrual ComputationPeriod beginning in 1992 shall be the partial year from the Employee’sEmployment Commencement Date or Reemployment Commencement Date or anniversarythereof (whichever applies) to December 31, 1992. On and after January 1, 1993,the Accrual Computation Period means a 12-consecutive month period ending onthe last day of the Plan Year.

 

**Accrual****Service**means one year of service for eachAccrual Computation Period in which an Employee is credited with at least 1,000Hours-of-Service except for the Accrual Computation Period beginning in 1992which shall be equal to a partial year of service for the period from the dateof the beginning of the Participant’s Accrual Computation Period in 1992 toDecember 31, 1992, expressed as a percentage of a year and rounded up to thenext five percent (.05) of a partial year of service, but not greater than 1.0year of service, provided the Participant is credited with at least oneHour-of-Service during the 1992 Accrual Computation Period.

 

However, Accrual Service is modified as follows: 

 

Service excluded:

 

Serviceaccrued for an Accrual Computation Period in which an Employee was not anEligible Employee is excluded.

 

Rule of parity service excluded:

 

An Employee’sAccrual Service, accumulated before an Accrual Break in Service, shall beexcluded if

 

(a)           his Vesting Percentage is zero, and

 

(b)                                 hislatest period of consecutive Accrual Breaks in Service equals or exceeds thegreater of (i) five years, or (ii) hisprior Accrual Service (disregarding any Accrual Service that was excludedbecause of a previous period of Accrual Breaks in Service).

 

Before thefirst Yearly Date in 1985, (i) above shall be one year. 

 

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Period of Military Duty included:

 

A Period ofMilitary Duty shall be included as service with the Employer to the extent ithas not already been credited, but only to the extent required by law. For purposesof crediting Hours-of-Service during the Period of Military Duty, anHour-of-Service shall be credited (without regard to the 501 Hour-of-Servicelimitation) for each hour an Employee would normally have been scheduled towork for the Employer during such period.

 

**Accrued Benefit**means on any date, the amount of monthly retirement benefit on the Normal Formaccrued by an Active Participant. See the ACCRUED BENEFIT SECTION of ArticleIV.

 

**Active****Participant**means an Eligible Employee whois actively participating in the Plan according to the provisions in the ACTIVEPARTICIPANT SECTION of Article II.

 

**Actuarial****Equivalent**means equality in the value ofthe aggregate amount expected to be received under different forms of payment.

 

The amount of each payment under an optional formshall be based on 7.5 percent interest and the mortality table as set forth inRevenue Ruling 95-6, 1995-1 C.B. 80, except as otherwise provided below.

 

For purposes of determining the amount of adistribution other than an annual benefit that is nondecreasing for the life ofthe Participant or, in the case of a qualified preretirement survivor annuity,the life of the Participant’s spouse; or that decreases during the life of theParticipant merely because of the death of the surviving annuitant (but only ifthe reduction is to a level not below 50% of the annual benefit payable beforethe death of the surviving annuitant) or merely because of the cessation orreduction of Social Security supplements or qualified disability payments,Actuarial Equivalent shall mean the Present Value.

 

In any event, the preceding paragraphs shall not applyto the extent they would cause the Plan to fail to satisfy the requirements ofthe BENEFIT LIMITATION SECTION of Article IV.

 

In the event the basis for determining ActuarialEquivalent is changed, Actuarial Equivalent of the Participant’s AccruedBenefit on and after the date of the change shall be determined as the greaterof (a) the Actuarial Equivalent of the Accrued Benefit as of the date of thechange computed on the old basis, or (b) the Actuarial Equivalent of the totalAccrued Benefit computed on the new basis.- The preceding sentence shall notapply to the change in Present Value which replaced the PBGC interest rate or arate based on the PBGC interest rate with the Applicable Interest Rate.

 

**Adopting Employer**meansan employer which is a Controlled Group Member and which is listed in theADOPTING EMPLOYERS - SINGLE PLAN SECTION ofArticle II.

 

**Affiliated Service Group**meansany group of corporations, partnerships or other organizations of which theEmployer is part and which is affiliated within the meaning of Code Section414(m) and regulations thereunder. Such a group includes at least twoorganizations one of which is either a service organization (that is, anorganization the principal business of which is performing services), or anorganization the principal business of which is performing management functionson a regular and continuing basis. Such service is of a type historicallyperformed by employees. In the case of a management organization, theAffiliated Service Group shall include organizations related, within themeaning of Code Section 144(a)(3), to either the management organization or theorganization for which it performs management functions. The term ControlledGroup, as it is used in this Plan, shall include the term Affiliated ServiceGroup.

 

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**Annuity Contract**means the annuity contract or contracts into which the Primary Employer enterswith the Insurer for guaranteed benefits, for the investment of Contributionsin separate accounts and for the payment of benefits under this Plan. The termAnnuity Contract as it is used in this Plan shall include the plural unless thecontext clearly indicates the singular is meant.

 

**Annuity Starting****Date**means, for a Participant, the firstday of the first period for which an amount is payable as an annuity or anyother form.

 

The Annuity Starting Date for disability benefitsshall be the date such benefits commence if the disability benefit is not anauxiliary benefit. An auxiliary benefit is a disability benefit which does notreduce the benefit payable at Normal Retirement Age.

 

**Applicable Interest Rate**meansthe rate of interest on 30-year Treasury securities as specified by theCommissioner for the look-back month for the stability period. The look-backmonth applicable to the stability period is the second calendar month precedingthe first day of the stability period of the Plan Year that contains theAnnuity Starting Date for the distribution and for which the ApplicableInterest Rate remains constant.

 

A plan amendment that changes the date for determiningthe Applicable Interest Rate (including an indirect change such as the resultof a change in Plan Year when the stability period is the Plan Year), shall notbe given effect with respect to any distribution during the period commencingone year after the later of the amendment’s effective date or adoption date,if, during such period and as a result of such amendment, the Participant’sdistribution would be reduced.

 

**Applicable Mortality Table**means,on any date, the table according to the method set forth in Code Section417(e).

 

**Average Compensation**means,on any given date, the average of an Employee’s Monthly Compensation for thosefive consecutive Compensation Years (all Compensation Years, if less than five)which give the highest average out of all Compensation Years.

 

In computing Average Compensation, the Plan will excludeCompensation Years in which the Employee terminates employment with theEmployer unless such Employee is rehired within the same Compensation Year inwhich he terminated employment with the Employer. This Plan will also excludeCompensation Years in which an Employee performs no Hours-of-Service.

 

**Beneficiary**meansthe person or persons named by a Participant to receive any benefits under thisPlan upon the Participant’s death. See the BENEFICIARY SECTION of Article X.

 

**Claimant**means anyperson who has made a claim for benefits under this Plan. See the CLAIM ANDAPPEAL PROCEDURES SECTION of Article IX.

 

**Code**means theInternal Revenue Code of 1986, as amended.

 

**Compensation**means,except for purposes of the BENEFIT LIMITATION SECTION of Article IV and ArticleXI, the total earnings, except as modified in this definition, paid or madeavailable to an Employee by the Employer during any specified period.

 

“Earnings” in this definition means wages within themeaning of Code Section 3401(a) and all other payments of compensation to anEmployee by the Employer (in the course of the Employer’s trade or business)for which the Employer is required to furnish the Employee a written statementunder Code Sections 6041(d), 6051(a)(3), and 6052. Earnings must be determinedwithout regard to any rules under Code Section 3401(a) that limit theremuneration included in wages based on the nature or location of theemployment or the services performed

 

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(such as the exception for agricultural labor in CodeSection 3401(a)(2)). The amount reported in the “Wages, Tips and OtherCompensation” box on Form W-2 satisfies this definition.

 

For any Self-employed Individual, Compensation meansEarned Income.

 

Compensation shall exclude any special compensationwhich includes moving expenses, personal use of company cars, and any excessinsurance premiums which are taxable.

 

Compensation shall also include electivecontributions. For this purpose, elective contributions are amounts contributedby the Employer pursuant to a salary reduction agreement and which are notincludible in the gross income of the Employee under Code Section 125,402(e)(3), 402(h)(1)(B), or 403(b). Elective contributions also includecompensation deferred under a Code Section 457 plan maintained by the Employerand employee contributions “picked up” by a governmental entity and, pursuantto Code Section 414(h)(2), treated as Employer contributions. For yearsbeginning after December 31, 1997, elective contributions shall also includeamounts contributed by the Employer pursuant to a salary reduction agreementand which are not includible in the gross income of the Employee under CodeSection 132(f)(4).

 

For Plan Years beginning on or after January 1, 1994,the annual Compensation of each Participant taken into account for determiningall benefits provided under the Plan for any determination period shall notexceed $150,000, as adjusted for increases in the cost-of-living in accordancewith Code Section 401(a)(17)(B). The cost-of-living adjustment in effect for acalendar year applies to any determination period beginning in such calendaryear.

 

If a determination period consists of fewer than 12months, the annual limit is an amount equal to the otherwise applicable annuallimit multiplied by a fraction. The numerator of the fraction is the number ofmonths in the short determination period, and the denominator of the fractionis 12.

 

If Compensation for any prior determination period istaken into account in determining a Participant’s contributions or benefits forthe current Plan Year, the Compensation for such prior determination period issubject to the applicable annual compensation limit in effect for thatdetermination period. For this purpose, in determining contributions orbenefits in Plan Years beginning on or after January 1, 1994, the annualcompensation limit in effect for determination periods beginning before thatdate is $150,000.

 

Compensation means, for a Leased Employee,Compensation for the services the Leased Employee performs for the Employer,determined in the same manner as the Compensation of Employees who are notLeased Employees, regardless of whether such Compensation is received directlyfrom the Employer or from the leasing organization.

 

**Compensation Year**meansthe consecutive 12-month period ending on December 31, including the threecorresponding 12 consecutive month periods before an Employee’sEntry Date or the Employee’s total period of employment, if less.

 

For any Compensation Year in which the Employee isabsent from service and has non-paid Hours-of-Service, Compensation for thatCompensation Year is the greater of the Employee’s Compensation for theCompensation Year immediately preceding the Compensation Year in which theabsence began, or the Employee’s Compensation for the current CompensationYear.

 

**Contingent Annuitant**means an individual named by the Participant to receive a lifetime benefitafter the Participant’s death according to a survivorship life annuity form ofdistribution.

 

**Contributions** meansEmployer Contributions as set out in Article III.

 

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**Controlled Group**means any group of corporations, trades or businesses of which the Employer isa part that are under common control. A Controlled Group includes any group ofcorporations, trades or businesses, whether or not incorporated, which iseither a parent-subsidiary group, a brother-sister group, or a combined groupwithin the meaning of Code Section 414(b), Code Section 414(c) and regulationsthereunder and, for purposes of determining benefit limitations under theBENEFIT LIMITATION SECTION of Article IV, as modified by Code Section 415(h)and, for the purpose of identifying Leased Employees, as modified by Code Section144(a)(3). The term Controlled Group, as it is used in this Plan, shall bedeemed to include the term Affiliated Service Group and any other employerrequired to be aggregated with the Employer under Code Section 414(o) and theregulations thereunder.

 

**Covered Compensation means,**fora Plan Year, the average (without indexing) of the Taxable Wage Bases in effectfor each calendar year during the 35-year period ending with the last day ofthe calendar year in which the Participant attains (or will attain) SocialSecurity Retirement Age. No increase in Covered Compensation shall decrease aParticipant’s Accrued Benefit under the Plan.

 

In determining a Participant’s Covered Compensationfor a Plan Year, the Taxable Wage Base in effect for the current Plan Year andany subsequent Plan Year shall be assumed to be the same as the Taxable WageBase in effect as of the beginning of the Plan Year for which the determinationis being made.

 

A Participant’s Covered Compensation for a Plan Yearbefore the 35-year period ending with the last day of the calendar year inwhich the Participant attains Social Security Retirement Age is the TaxableWage Base in effect as of the beginning of the Plan Year. A Participant’sCovered Compensation for a Plan Year after such 35-year period is theParticipant’s Covered Compensation for the Plan Year during which the 35-yearperiod ends.

 

**Direct****Rollover**means a payment by the Plan to the Eligible Retirement Planspecified by the Distributee.

 

**Distributee**meansan Employee or former Employee. In addition, the Employee’s or former Employee’ssurviving spouse and the Employee’s or former Employee’s spouse or formerspouse who is the alternate payee under a qualified domestic relations order,as defined in Code Section 414(p), are Distributees with regard to the interestof the spouse or former spouse.

 

**Early Retirement Age**means a Participant’s age on the date he meets both of the followingrequirements:

 

(a)                                  Hehas attained age 55.

 

(b)                                 Hehas completed 15 years of Vesting Service.

 

**Early Retirement Date**means the first day of any month before a Participant’s Normal Retirement Datewhich the Participant selects for the start of his retirement benefits. Thisday may be on or after the date on which he ceases to be an Employee andreached Early Retirement Age. If a Participant ceases to be an Employee beforesatisfying any age requirement for Early Retirement Age, but after satisfyingany other requirements, the Participant shall be entitled to elect an earlyretirement benefit upon satisfying such age requirement.

 

**Earned Income**means,for a Self-employed Individual, net earnings from self-employment in the tradeor business for which this Plan is established if such Self-employed Individual’spersonal services are a material income producing factor for that trade orbusiness. Earned Income shall be determined without regard to items notincluded in gross income and the deductions properly allocable to or chargeableagainst such items. Earned Income shall be reduced for the employer

 

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contributions to the Employer’s qualified retirementplan(s) to the extent deductible under Code Section 404.

 

Net earnings shall be determined with regard to thededuction allowed to the Employer by Code Section 164(f) for taxable yearsbeginning after December 31, 1989.

 

**Eligibility Break In****Service**means an EligibilityComputation Period in which an Employee is credited with 500 or fewerHours-of-Service. An Employee incurs an Eligibility Break in Service on thelast day of an Eligibility Computation Period in which he has an EligibilityBreak in Service.

 

**Eligibility Computation Period**meansa consecutive 12-month period. The first Eligibility Computation Period beginson an Employee’s Employment Commencement Date. Later Eligibility ComputationPeriods shall be consecutive 12-month periods ending on the last day of eachPlan Year that begins after his Employment Commencement Date.

 

To determine an Eligibility Computation Period afteran Eligibility Break in Service, the Plan shall use the consecutive 12-monthperiod beginning on an Employee’s Reemployment Commencement Date as if hisReemployment Commencement Date were his Employment Commencement Date.

 

**Eligibility Service**meansone year of service for each Eligibility Computation Period that has ended andin which an Employee is credited with at least 1,000 Hours-of-Service.

 

However, Eligibility Service is modified as follows:

 

Service with a Predecessor Employer which did notmaintain this Plan included:

 

An Employee’sservice with a Predecessor Employer which did not maintain this Plan shall beincluded as service with the Employer. An Employee’s service with suchPredecessor Employer shall be counted only if service continued with theEmployer without interruption. This service excludes service performed while aproprietor or partner.

 

Period of Military Duty included:

 

A Period ofMilitary Duty shall be included as service with the Employer to the extent ithas not already been credited. For purposes of crediting Hours-of-Serviceduring the Period of Military Duty, an Hour-of-Service shall be credited(without regard to the 501 Hour-of-Service limitation) for each hour anEmployee would normally have been scheduled to work for the Employer duringsuch period.

 

Controlled Group service included:

 

An Employee’sservice with a member firm of a Controlled Group while both that firm and theEmployer were members of the Controlled Group shall be included as service withthe Employer.

 

**Eligible****Employee**means any Employee of the Employerwho meets the following requirement. His employment classification with theEmployer is all of the following:

 

Nonbargainingclass. Not represented for collective bargaining purposes by any collectivebargaining agreement between the Employer and employee representatives providedretirement benefits were the subject of good faith bargaining and provided 2percent or less of the Employees who are covered pursuant to that agreement areprofessionals as defined in Code Section 1.401(b)-9. For this purpose, the term“employee

 

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representatives”does not include any organization more than half of whose members are Employeeswho are owners, officers or executives of the Employer.

 

Not a nonresidentalien, within the meaning of Code Section 7701(b)(1)(B), who receives no earnedincome, within the meaning of Code Section 911(d)(2), from the Employer whichconstitutes income from sources within the United States, within the meaning ofCode Section 861(a)(3), or who receives such earned income but it is all exemptfrom income tax in the United States under the terms of an income taxconvention.

 

Not a LeasedEmployee.

 

The term “Employee”shall exclude any person who is performing services for the Employer or anAdopting Employer pursuant to an agreement, contract or arrangement under whichsaid person is designated or classified as an independent contractor,consultant or any category or classification other than an employee withoutregard to whether any determination by an agency, governmental or otherwise, orcourt concludes that such classification or characterization was in error.

 

**Eligible Retirement Plan**means an individual retirement account described in Code Section 408(a), anindividual retirement annuity described in Code Section 408(b), an annuity plandescribed in Code Section 403(a) or a qualified trust described in Code Section401(a), that accepts the Distributee’s Eligible Rollover Distribution.

 

However, in the case of an Eligible RoltoverDistribution to the surviving spouse, an Eligible Retirement Plan is anindividual retirement account or individual retirement annuity.

 

**Eligible Rollover Distribution**meansany distribution of all or any portion of the balance to the credit of the Distributee,except that an Eligible Rollover Distribution does not include: (i) anydistribution that is one of a series of substantially equal periodic payments(not less frequently than annually) made for the life (or life expectancy) ofthe Distributee or the joint lives (or joint life expectancies) of theDistributee and the Distributee’s designated Beneficiary, or for a****specified period of ten years or more;(ii) any distribution to the extent such distribution is required under CodeSection 401(a)(9); (iii) the portion of any distribution that is not includiblein gross income (determined without regard to the exclusion for net unrealizedappreciation with respect to employer securities); and (iv) any otherdistribution(s) that is reasonably expected to total less than $200 during ayear.

 

**Employee**means anindividual who is employed by the Employer or any other employer required to beaggregated with the Employer under Code Sections 414(b), (c), (m) or (o). AControlled Group member is required to be aggregated with the Employer.

 

The term Employee shall include any Self-employedIndividual treated as an Employee of any employer described in the precedingparagraph as provided in Code Section 401(c)(1). The term Employee shall alsoinclude any Leased Employee deemed to be an employee of any employer describedin the preceding paragraph as provided in Code Section 414(n) or (o).

 

**Employer**means,except for purposes of the BENEFIT LIMITATION SECTION of Article IV, thePrimary Employer. This will also include any successor corporation or firm ofthe Employer which shall, by written agreement, assume the obligations of thisPlan or any Predecessor Employer which maintained this Plan.

 

**Employer Contributions**means contributions made by the Employer to fund this Plan. See the EMPLOYERCONTRIBUTIONS SECTION of Article Ill.

 

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**Employment Commencement Date**meansthe date an Employee first performs an Hour-of-Service.

 

**Entry Date** meansthe date an Employee first enters the Plan as an Active Participant. See theACTIVE PARTICIPANT SECTION of Article It.

 

**ERISA** means theEmployee Retirement Income Security Act of 1974, as amended.

 

**Fiscal Year**meansthe Primary Employer’s taxable year. The last day of the Fiscal Year is Mach31.

 

**Fresh-start Date**means the last day of a Plan Year preceding a Plan Year for which any amendmentof the Plan that directly or indirectly affects the amount of a Participant’sAccrued Benefit under the ACCRUED BENEFIT SECTION of Article IV (such as anamendment to the definition of Compensation or a change in Normal RetirementAge) is made effective. However, if the Fresh-start Group is limited asprovided in the definition of Fresh-start Group, the Fresh-start Date will bethe date designated. If the provisions of the FRESH-START RULES SECTION ofArticle IV applied to all Participants for a Plan Year and in a subsequent PlanYear this Plan is aggregated for purposes of Code Section 401(a)(4) withanother plan that did not make the same fresh start, then this Plan will have aFresh-start Date on the last day of the Plan Year preceding the Plan Yearduring which this Plan and such other plan are aggregated.

 

**Fresh-start**Groupmeans a group consisting of those Participants who have at least one Hour-of-Servicein a Plan Year beginning after a Fresh-start Date.

 

**Highly Compensated Employee**means any Employee who:

 

(a)                                  wasa 5-percent owner at any time during the year or the preceding year, or

 

(b)                                 forthe preceding year had compensation from the Employer in excess of $80,000 and,if the Employer so elects, was in the top-paid group for the preceding year.The $80,000 amount is adjusted at the same time and in the same manner as underCode Section 415(d), except that the base period is the calendar quarter endingSeptember 30, 1996.

 

For this purpose, the applicable year of the Plan forwhich a determination is being made is called a determination year and thepreceding 12-month period is called a look-back year. If the Employer makes acalendar year data election, the look-back year shall be the calendar yearbeginning with or within the look-back year. The Plan may not use such electionto determine whether employees are highly compensated employees on account ofbeing a 5-percent owner.

 

In determining who is a Highly Compensated Employee,the Employer does not make a top-paid group election. In determining who is aHighly Compensated Employee the Employer does not make a calendar year dataelection.

 

Calendar year data elections and top-paid groupelections, once made, apply for all subsequent years unless changed by theEmployer. If the Employer makes one election, the Employer is not required tomake the other. If both elections are made, the look-back year in determiningthe top-paid group must be the calendar year beginning with or within thelook-back year. These elections must apply consistently to the determinationyears of all plans maintained by the Employer which reference the highlycompensated employee definition in Code Section 414(q), except as provided inNotice 97-45 (or superseding guidance issued by the IRS). The consistencyrequirement will not apply to determination years beginning with or within the1997 calendar year, and for determination years beginning on or after January1, 1998 and before January 1, 2000, satisfaction of the consistency requirementis determined without regard to any nonretirement plans of the Employer.

 

9

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The determination of who is a highly compensatedformer Employee is based on the rules applicable to determining highlycompensated employee status as in effect for that determination year, inaccordance with Section 1.414(q)-1 T, A-4 of the Temporary Income TaxRegulations and Notice 97-45.

 

In determining whether an Employee is a HighlyCompensated Employee for years beginning in 1997, the amendments to CodeSection 414(q) stated above are treated as having been in effect for yearsbeginning in 1996.

 

The determination of who is a Highly CompensatedEmployee, including the determinations of the number and identity of Employeesin the top-paid group, the compensation that is considered and the identity ofthe 5-percent owners, shall be made in accordance with Code Section 414(q)****and the regulations thereunder.

 

**Hour-of-Service**meansthe following:

 

(a)                                  Eachhour for which an Employee is paid, or entitled to payment, for performingduties for the Employer during the applicable computation period.

 

(b)                                 Eachhour for which an Employee is paid, or entitled to payment, by the Employerbecause of a period of time in which no duties are performed (irrespective ofwhether the employment relationship has terminated) due to vacation, holiday,illness, incapacity (including disability), layoff, jury duty, military duty orleave of absence. Notwithstanding the preceding provisions of this subparagraph(b), no credit will be given to the Employee

 

(1)                                  formore than 501 Hours-of-Service under this subparagraph (b) because of anysingle continuous period in which the Employee performs no duties (whether ornot such period occurs in a single computation period); or

 

(2)                                  foran Hour-of-Service for which the Employee is directly or indirectly paid, orentitled to payment, because of a period in which no duties are performed ifsuch payment is made or due under a plan maintained solely for the purpose ofcomplying with applicable worker’s or workmen’s compensation, or unemploymentcompensation or disability insurance laws; or

 

(3)                                  foran Hour-of-Service for a payment which solely reimburses the Employee formedical or medically related expenses incurred by him.

 

For purposesof this subparagraph (b), a payment shall be deemed to be made by, or due fromthe Employer, regardless of whether such payment is made by, or due from theEmployer, directly or indirectly through, among others, a trust fund orinsurer, to which the Employer contributes or pays premiums and regardless ofwhether contributions made or due to the trust fund, insurer or other entityare for the benefit of particular employees or are on behalf of a group ofemployees in the aggregate.

 

(c)                                  Eachhour for which back pay, irrespective of mitigation of damages, is eitherawarded or agreed to by the Employer. The same Hours-of-Service****shall not be credited both undersubparagraph (a) *or*subparagraph *(b) above (as the case may*be) *and under this*subparagraph (c). Crediting *of*Hours-of-Servicefor back pay awarded or agreed to with respect to periods described insubparagraph (b) above will be subject to the limitations set forth in thatsubparagraph.

 

The actual hours method of crediting service shall beused for all purposes of this Plan for service performed prior to January 1,1992. Effectivefrom and after January 1, 1992, the actual hours method of crediting serviceshall be used for hourly-paid employees and the biweekly equivalency

 

10

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method shall be used for salaried employees. Under thebiweekly equivalency method, ninety (90) Hours-of-Service shall be credited toa salaried Employee for each biweekly payroll period for which the Employeeperforms at least one actual Hour-of-Service (as defined herein) for anEmployer or, if the salaried Employee is paid on a basis other than biweekly,the following equivalency method shall apply:

 

| **Payroll Period** | ** ** | **Equivalency** |
|-------------------------|------------|-----------------|
|                    |       |            |
| Weekly                  |       |            | 45 hours |
|                    |       |            |   |
| Semi-monthly            |       |            | 95 hours |
|                    |       |            |   |
| Monthly                 |       |            | 190 hours |

 

If the applicable payroll period overlaps anEligibility, Vesting or Accrual Computation Period, the hours shall be proratedbetween such computation periods.

 

The crediting of Hours-of-Service above shall beapplied under the rules of paragraphs (b) and (c) of the Department of LaborRegulation 2530.200b-2 (including any interpretations or opinions implementingsaid rules); which rules, by this reference, are specifically incorporated infull within this Plan. The reference to paragraph (b) applies to the specialrule for determining Hours-of-Service for reasons other than the performance ofduties such as payments calculated (or not calculated) on the basis of units oftime and the rule against double credit. The reference to paragraph (c) appliesto the crediting of Hours-of-Service to computation periods.

 

Hours-of-Service shall be credited for employment withany other employer required to be aggregated with the Employer under CodeSections 414(b), (c), (m) or (o) and the regulations thereunder for purposes ofeligibility and vesting. Hours-of-Service shall also be credited for anyindividual who is considered an employee for purposes of this Plan pursuant toCode Section 414(n) or (o) and the regulations thereunder.

 

Solely for purposes of determining whether a one-yearbreak in service has occurred for eligibility or vesting purposes, during aParental Absence an Employee shall be credited with the Hours-of-Service whichotherwise would normally have been credited to the Employee but for suchabsence, or in any case in which such hours cannot be determined, eightHours-of-Service per day of such absence. The Hours-of-Service credited underthis paragraph shall be credited in the computation period in which the absencebegins if the crediting is necessary to prevent a break in service in thatperiod; or in all other cases, in the following computation period.

 

**Inactive****Participant**means a former ActiveParticipant who has an Accrued Benefit. See the INACTIVE PARTICIPANT SECTION ofArticle fl.

 

**Insurer**meansPrincipal Life Insurance Company and any other insurance company or companiesnamed by the Primary Employer.

 

**Integration Level**means,for a Participant for any Plan Year, the greater of $833.33 or 1/24th of theCovered Compensation for the Plan Year of any person who attains SocialSecurity Retirement Age during the Plan Year. Provided, however, that in thecase of a Plan Year in which no person could attain Social Security RetirementAge, for purposes of this definition, Covered Compensation means CoveredCompensation of any person who attains Social Security Retirement Age in thepreceding Plan Year.

 

If a Participant is also a participant in a plan of a Controlled Group member which usesan integration level in determining the amount of benefits, his IntegrationLevel shall be multiplied by

 

11

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the ratio of the Participant’s Compensationfrom the Employer to his total compensation from the Employer and theControlled Group member.

 

**Investment Manager**meansany fiduciary (other than a trustee or Named Fiduciary)

 

(a)                                  whohas the power to manage, acquire, or dispose of any assets of the Plan;

 

(b)                                 who(i) is registered as an investment adviser under the Investment Advisers Act of1940; (ii) is not registered as an investment adviser under such Act by reasonof paragraph (1) of Section 203A(a) of such Act, is registered as an investmentadviser under the laws of the state (referred to in such paragraph (1)) inwhich it maintains its principal office and place of business, and, at the timeit last filed the registration form most recently filed it with such state inorder to maintain its registration under the laws of such state, also filed acopy of such form with the Secretary of Labor; (iii) is a bank, as defined inthat Act; or (iv) is an insurance company qualified to perform servicesdescribed in subparagraph (a) above under the laws of more than one state; and

 

(c)                                  whohas acknowledged in writing being a fiduciary with respect to the Plan.

 

**Late Retirement Date**meansthe first day of any month which is after a Participant’s Normal RetirementDate and on which retirement benefits begin. If a Participant continues to workfor the Employer after his Normal Retirement Date, his Late Retirement Dateshall be the earliest first day of the month on or after he ceases to be anEmployee. An earlier or a later Retirement Date may apply if the Participant soelects. An earlier Retirement Date may apply if the Participant is age 70 1/2.See the WHEN BENEFITS START SECTION of Article VI.

 

**Leased Employee**meansany person (other than an employee of the recipient) who, pursuant to anagreement between the recipient and any other person (“leasing organization”)has performed services for the recipient (or for the recipient and relatedpersons determined in accordance with Code Section 414)n)(6)) on asubstantially full time basis for a period of at least one year, and suchservices are performed under primary direction or control by the recipientemployer. Contributions or benefits provided a Leased Employee by the leasingorganization which are attributable to services performed for the recipientemployer shall be treated as provided by the recipient employer.

 

A Leased Employee shall not be considered an employeeof the recipient if:

 

(a)                                  suchemployee is covered by a money purchase pension plan providing (1) anonintegrated employer contribution rate of at least 10 percent ofcompensation, as defined in Code Section 415(c)(3), but for years beginningbefore January 1, 1998, including amounts contributed pursuant to a salaryreduction agreement which are excludible from the employee’s gross income underCode Sections 125, 402(e)(3), 402(h) or 403(b), (2) immediate participation,and (3) full and immediate vesting and

 

(b)                                 LeasedEmployees do not constitute more than 20 percent of the recipient’s nonhighlycompensated workforce.

 

**Monthly****Compensation**means, for any CompensationYear, 1/12th of an Employee’s Compensation for such year.

 

To determine Monthly Compensation for the CompensationYear in which an Employee’s Employment Commencement Date or ReemploymentCommencement Date occurs, his Compensation for that Compensation Year shall beconverted to an annual basis as though he were employed for the fullCompensation Year.

 

12

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If an Employee is an Employee for less than one monthof the latest Compensation Year before his Entry Date or Reentry Date,whichever applies, his fixed rate of annual Compensation on such date shall betreated as his Compensation for the Compensation Year.

 

For any Compensation Year in which the Employee isabsent from service and has non-paid Hours-of-Service, Compensation for thatCompensation Year is the greater of the Employee’s Compensation for theCompensation Year immediately preceding the Compensation Year in which theabsence began, or the Employee’s Compensation for the current Compensation Year.

 

**Monthly****Date**means each Yearly Date and the sameday of each following month during the Plan Year beginning on such Yearly Date.

 

**Named Fiduciary**meansthe person or persons who have authority to control and manage the operationand administration of the Plan.

 

The Named Fiduciary is the Employer. 

 

**Normal****Form**means a straight life annuity.

 

**Normal Retirement Age**means the age at which the Participant’s normal retirement benefit becomesnonforfeitable if he is an Employee. A Participant’s Normal Retirement Age isthe older of age 65 or his age on the date 5 years after the first day of thePlan Year in which his Entry Date occurred.

 

**Normal Retirement Date**means the earliest first day of the month on or after the date the Participantreaches his Normal Retirement Age. Unless otherwise provided in this Plan, aParticipant’s retirement benefits shall begin on his Normal Retirement Date ifhe has ceased to be an Employee on such date. An earlier Retirement Date mayapply if the Participant is age 70 1/2. See the WHEN BENEFITS****START SECTION of Article VI.

 

**Owner-Employee**meansa Self-employed Individual who, in the case of a sole proprietorship, owns theentire interest in the unincorporated trade or business for which this Plan isestablished. If this Plan is established for a partnership, an Owner-Employeemeans a Self-employed****Individualwho owns more than 10 percent of either the capital interest or profitsinterest in such partnership.

 

**Parental****Absence**means an Employee’s absence fromwork which begins on or after the first Yearly Date after December 31, 1984,

 

(a)                                  byreason of pregnancy of the Employee,

 

(b)                                 byreason of birth of a child of the Employee,

 

(c)                                  byreason of the placement of a child with the Employee in connection withadoption of such child by such Employee, or

 

(d)                                 forpurposes of caring for such child for a period beginning immediately followingsuch birth or placement.

 

**Participant**meanseither an Active Participant or an Inactive Participant. 

 

**Period of Military****Duty**means, subject to Section 10.13, foran Employee

 

(a)                                  whoserved as a member of the armed forces of the United States, and

 

13

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(b)                                 whowas reemployed by the Employer at a time when the Employee had a right toreemployment in accordance with seniority rights as protected under Chapter 43of Title 38 of the U. S. Code,

 

the period of time from the date the Employee wasfirst absent from active work for the Employer because of such military duty tothe date the Employee was reemployed, to the extent required by law.

 

**Plan** means thedefined benefit retirement plan of the Employer set forth in this document,including any later amendments to it.

 

**Plan Administrator**means the person or persons who administer the Plan. 

 

The Plan Administrator is the Employer.

 

**Plan****Year**means a period beginning on a YearlyDate and ending on the day before the next Yearly Date.

 

**Predecessor Employer**meansa firm of which the Employer was once a part (e.g., due to a spinoff or changeof corporate status) or a firm absorbed by the Employer because of a merger oracquisition (stock or asset, including a division or an operation of suchcompany).

 

**Present Value**means,except for purposes of Article Xl, the current value of a benefit payable on aspecified form and on a specified date. The Present Value of any benefit underthe terms of this Plan will be the actuarial equivalent of the benefit payableon the Normal Form, but determined on the basis of the Applicable Interest Rateand the Applicable Mortality Table.

 

The preceding paragraphs shall not apply to the extentthey would cause the Plan to fail to satisfy the requirements of the BENEFITLIMITATION SECTION of Article IV.

 

**Primary Employer**meansAMERICAN MULTI-CINEMA, INC.

 

**Qualified Joint and Survivor Annuity**means, for a Participant who has a spouse, an immediate survivorship lifeannuity, where the survivorship percentage is 100% and the Contingent Annuitantis the Participant’s spouse. Aformer spouse will be treated as the spouse to the extent provided under aqualified domestic relations order as described in Code Section 414(p). If aParticipant does not have a spouse, the Qualified Joint and Survivor Annuitymeans the Normal Form.

 

This Qualified Joint and Survivor Annuity shall be atleast the Actuarial Equivalent of any form of benefit offered under the Plan.

 

**Qualified Preretirement SurvivorAnnuity** means, subject to Section 5.01, a straight lifeannuity payable to the surviving spouse of a Participant who dies before hisAnnuity Starting Date with a vested benefit. Benefits shall be determined as ifthe Participant had ceased to be an Employee on the date of his death (date helast ceased to be an Employee, if earlier) and survived to the date benefitsbecome payable to the spouse and retired on that date. The monthly benefitpayable to the spouse shall be equal to the survivorship percentage of theretirement benefit that would have been payable to the Participant if hisRetirement Date had occurred on the date benefits start to the spouse and hehad retired under the Qualified Joint and Survivor Annuity. if the Participantelects a survivorship annuity (where the survivorship percentage is at least50% and the Contingent Annuitant is the Participant’s spouse) and which is atleast the Actuarial Equivalent of the Qualified Joint and Survivor Annuity,then such form shall be treated as the Qualified Joint and Survivor Annuity forpurposes of determining the Qualified Preretirement Survivor Annuity. Suchelection must be a qualified election according to the provisions of the

 

14

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ELECTION PROCEDURES SECTION of Article VI. A formerspouse will be treated as the surviving spouse to the extent provided under aqualified domestic relations order as described in Code Section 414(p).

 

**Reemployment Commencement Date**meansthe date an Employee is first credited with an Hour-of-Service for performingduties following an Accrual, an Eligibility, or a Vesting Break in Service,whichever applies.

 

**Reentry Date**meansthe date a former Active Participant reenters the Plan. See the ACTIVEPARTICIPANT SECTION of Article II.

 

**Retirement Date**means the date a retirement benefit will begin and is a Participant’s Early,Normal or Late Retirement Date, as the case may be.

 

**Self-employed Individual**means,with respect to any Fiscal Year, an individual who has Earned Income for theFiscal Year for who would have Earned Income but for the fact the trade orbusiness for which this Plan is established did not have net profits for suchFiscal Year).

 

**Semi-yearly Date**means each Yearly Date and the sixth Monthly Date after each Yearly Date whichis within the same Plan Year.

 

**Social Security Retirement Age**means age 65 in the case of a Participant attaining age 62 before January 1,2000 (i.e., born before January 1, 1938), age 66 for a Participant attainingage 62 after December 31, 1999, and before January 1, 2017 (i.e., born afterDecember 31, 1937, but before January 1, 1955), and age 67 for a Participantattaining age 62 after December 31, 2016 (i.e., born after December 31, 1954).

 

**Taxable Wage Base**means the contribution and benefit base under section 230 of the SocialSecurity Act at the beginning of the Plan Year.

 

**Vested Accrued Benefit**means,on any date, the Participant’s Accrued Benefit resulting from EmployerContributions multiplied by his Vesting Percentage on such date.

 

Vested Accrued Benefits do not include amounts subjectto a qualified domestic relations order under Code Section 414(p).

 

**Vesting Break In Service**meansa Vesting Computation Period in which an Employee is credited with 500 or fewerHours-of-Service. An Employee incurs a Vesting Break in Service on the last dayof a Vesting Computation Period in which he has a Vesting Break in Service.

 

**Vesting Computation Period**priorto January 1, 1992, means a 12-consecutive month period beginning on anEmployee’s Employment Commencement Date or Reemployment Commencement Date(whichever applies) and on each anniversary thereof. The Vesting ComputationPeriod beginning in 1992 shall end on December 31, 1992. On and after January1, 1993, the Vesting Computation Period means a 12-consecutive month periodending on the last day of each Plan Year.

 

**Vesting Percentage**meansthe percentage used to determine that portion of a Participant’s AccruedBenefit resulting from Employer Contributions which is nonforfeitable (cannotbe lost since it is vested).

 

A Participant’s Vesting Percentage is shown in thefollowing schedule opposite the number of whole years of his Vesting Service.

 

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| **VESTING SERVICE  (whole years)** | ** ** | **VESTING  PERCENTAGE** |
|----------------------------------------------|------------|-------------------------|
|                                         |       |                    |
| Less than 5                                  |       |                    | 0 |
| 5 or more                                    |       |                    | 100 |

 

The Vesting Percentage for a Participant who is anEmployee on or after the date he reaches Normal Retirement Age or EarlyRetirement Age shall be 100%.

 

If the schedule used to determine a Participant’sVesting Percentage is changed, the new schedule shall not apply to aParticipant unless he is credited with an Hour-of-Service on or after the dateof the change and the Participant’s nonforfeitable percentage on the day beforethe date of the change is not reduced under this Plan. The amendment provisionsof the AMENDMENT SECTION of Article X regarding changes in the computation ofthe Vesting Percentage shall apply.

 

**Vesting****Service**means one year of service for eachVesting Computation Period in which an Employee is credited with at least 1,000Hours-of-Service. However, for the Vesting Computation Period beginning in1992, one year of service shall be credited if the Employee is credited withone Hour-of-Service during such period.

 

However, Vesting Service is modified as follows: 

 

Service excluded:

 

Serviceaccrued for a Vesting Computation Period that ended before the date an Employeeattained age 18 is excluded.

 

Rule of parity service excluded:

 

An Employee’sVesting Service, accumulated before a Vesting Break in Service, shall beexcluded if

 

(a)           his Vesting Percentage is zero, and

 

(b)                                 hislatest period of consecutive Vesting Breaks in Service equals or exceeds thegreater of (i) five years, or (ii) his prior Vesting Service (disregarding anyVesting Service that was excluded because of a previous period of VestingBreaks in Service).

 

Before the first Yearly Date in 1985, (ii) above shallbe one year.

 

Service with a Predecessor Employer which did notmaintain this Plan included:

 

An Employee’sservice with a Predecessor Employer which did not maintain this Plan shall beincluded as service with the Employer. This service excludes service performedwhile a proprietor or partner.

 

Period of Military Duty included:

 

A Period ofMilitary Duty shall be included as service with the Employer to the extent ithas not already been credited. For purposes of crediting Hours-of-Serviceduring the Period of Military Duty, an Hour-of-Service shall be credited(without regard to the 501

 

16

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Hour-of-Servicelimitation) for each hour an Employee would normally have been scheduled towork for the Employer during such period.

 

Controlled Group service included:

 

An Employee’sservice with a member firm of a Controlled Group while both that firm and theEmployer were members of the Controlled Group shall be included as service withthe Employer.

 

**Yearly Date**meansJanuary 1, 1975, and the same day of each following year.

 

**Years of Service**meansan Employee’s Vesting Service disregarding any modifications which excludeservice.

 

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**ARTICLE II**PARTICIPATION

** **

**SECTION2.01**—ACTIVEPARTICIPANT.

** **

(a)                                  An Employee shall first becomean Active Participant (begin active participation in the Plan) on the earliestSemi-yearly Date on which he is an Eligible Employee and has met both of theeligibility requirements set forth below. This date is his Entry Date.

 

(1)                                  He has completed 1 year ofEligibility Service before his Entry Date.

 

(2)                                  He is age 21 or older.

 

Each Employeewho was an Active Participant under the Plan on December 31, 1996, shallcontinue to be an Active Participant if he is still an Eligible Employee onJanuary 1, 1997, and his Entry Date will not change.

 

If service witha Predecessor Employer is counted for purposes of Eligibility Service, anEmployee shall be credited with such service on the date he becomes an Employeeand shall become an Active Participant on the earliest Semi-yearly Date onwhich he is an Eligible Employee and has met all the eligibility requirementsabove. This date is his Entry Date.

 

If a person hasbeen an Eligible Employee who has met all of the eligibility requirementsabove, but is not an Eligible Employee on the date which would have been hisEntry Date, he shall become an Active Participant on the date he again becomesan Eligible Employee. This date is his Entry Date.

 

In the event anEmployee who is not an Eligible Employee becomes an Eligible Employee, suchEligible Employee shall become an Active Participant immediately if suchEligible Employee has satisfied the eligibility requirements above and wouldhave otherwise previously become an Active Participant had he met thedefinition of Eligible Employee. This date is his Entry Date.

 

(b)                                 An Inactive Participant shallagain become an Active Participant (resume active participation in the Plan) onthe date he again performs an Hour-of-Service as an Eligible Employee. Thisdate is his Reentry Date.

 

Upon againbecoming an Active Participant, he shall cease to be an Inactive Participant.

 

(c)                                  A former Participant shall againbecome an Active Participant (resume active participation in the Plan) on thedate he again performs an Hour-of-Service as an Eligible Employee. This date ishis Reentry Date.

 

There shall beno duplication of benefits for a Participant under this Plan because of morethan one period as an Active Participant.

 

**SECTION 2.02—INACTIVE PARTICIPANT.**

** **

An ActiveParticipant shall become an Inactive Participant (stop accruing benefits underthe Plan) on the earliest of the following:

 

(a)                                  The date the Participant ceasesto be an Eligible Employee.

 

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(b)                                 The effective date of completetermination of the Plan under Article VIII.

 

(c)                                  The date he incurs an AccrualBreak in Service.

 

An Employee orformer Employee who was an Inactive Participant under the Plan on December 31,1996, shall continue to be an Inactive Participant on January 1, 1997.Eligibility for any benefits payable to the Participant or on his behalf andthe amount of the benefits shall be determined according to the provisions ofthe prior document, unless otherwise stated in this Plan.

 

**SECTION 2.03—CESSATION OFPARTICIPATION.**

** **

A Participant,whether active or inactive, shall cease to be a Participant on the earlier ofthe following:

 

(a)                                  The date of his death.

 

(b)                                 The date he receives a singlesum distribution which is in lieu of all of his benefits under the Plan if hisVesting Percentage is 100%.

 

An InactiveParticipant shall also cease to be a Participant on the earliest date on whichhe is not entitled to a deferred monthly income under the VESTED BENEFITSSECTION of Article V.

 

**SECTION 2.04—ADOPTING EMPLOYERS -SINGLE PLAN.**

** **

As of January1, 2002, the only remaining Adopting Employer is National Cinema Network, Inc.which has participated with the Employer in this Plan since March 30, 1995. AnAdopting Employer’s agreement to participate in this Plan shall be in writing.

 

The Employerhas the right to amend the Plan. An Adopting Employer does not have the rightto amend the Plan.

 

If theAdopting Employer did not maintain its plan before its date of adoptionspecified below, its date of adoption shall be the Entry Date for any of itsEmployees who have met the requirements in the ACTIVE PARTICIPANT SECTION ofthis article as of that date. Service with and Compensation from an AdoptingEmployer shall be included as service with and Compensation from the Employer.Transfer of employment, without interruption, between an Adopting Employer andanother Adopting Employer or the Employer shall not be considered aninterruption of service. The Employer’s Fiscal Year defined in the DEFINITIONSSECTION of Article I shall be the Fiscal Year used in interpreting this Planfor Adopting Employers.

 

However, forthe purposes of the TEMPORARY LIMITATION OF BENEFITS SECTION of Article IV, theemployees of each Adopting Employer are considered separately in determiningthe highly paid employees under the Plan. The date the Adopting Employer’s planwas originally effective shall be substituted for the date the Plan wasoriginally effective. If the Adopting Employer did not maintain its plan beforeits date of adoption specified below, its date of adoption shall be the dateits plan was originally effective.

 

Contributionsmade by an Adopting Employer shall be treated as Contributions made by theEmployer.

 

An employershall not be an Adopting Employer if it ceases to be a Controlled Group member.Such an employer may continue a retirement plan for its Employees in the formof a separate document. This Plan shall be amended to delete a former AdoptingEmployer from the list below.

 

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If an employerceases to be an Adopting Employer or the Plan is amended to delete an AdoptingEmployer and the Adopting Employer does not continue a retirement plan for thebenefit of its Employees, partial termination may result and the provisions ofArticle VIII apply.

 

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**ARTICLE III**CONTRIBUTIONS

** **

**SECTION3.01**—EMPLOYERCONTRIBUTIONS.

** **

The amount ofEmployer Contributions shall meet or exceed the minimum funding standards ofERISA and the Code.

 

The amount andtime of Employer Contributions shall be determined by the Employer based onactuarial valuations and recommendations as to the amounts required to fundbenefits under this Plan. Dividends, if any, declared under the AnnuityContract and forfeitures shall be applied to reduce future EmployerContributions.

 

A portion ofthe Plan assets resulting from Employer Contributions (but not more than theoriginal amount of those Contributions) may be returned if the Employer Contributionsare made because of a mistake of fact or are more than the amount deductibleunder Code Section 404 (excluding an amount which is not deductible because thePlan is disqualified). The amount involved must be returned to the Employerwithin one year after the date the Employer Contributions are made by mistakeof fact or the date the deduction is disallowed, whichever applies. Except asprovided under this paragraph and in Article VIII, the assets of the Plan shallnever be used for the benefit of the Employer and are held for the exclusivepurpose of providing benefits to Participants and their Beneficiaries and fordefraying reasonable expenses of administering the Plan.

 

**SECTION 3.02—INVESTMENT OFCONTRIBUTIONS.**

** **

The handlingof Contributions which are directed to the Annuity Contract is governed by theprovisions of the Annuity Contract .

 

The NamedFiduciary may delegate to the Investment Manager investment discretion for Planassets.

 

AllContributions are forwarded by the Employer to the Insurer to be depositedunder the Annuity Contract.

 

**SECTION 3.03—FUNDING POLICY.**

 

At leastannually, the Named Fiduciary shall review all pertinent Employee informationand Plan data to establish the Plan’s funding policy and to determineappropriate methods to carry out the Plan’s objectives. The Named Fiduciaryshall annually inform any Investment Manager of the Plan's short-term andlong-term financial needs so the investment policy can be coordinated with thePlan’s financial requirements.

 

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**ARTICLE IVRETIREMENT BENEFITS**

 

**SECTION 4.01—ACCRUED BENEFIT.**

 

An ActiveParticipant’s monthly Accrued Benefit as of any date, subject to themodifications below, will be equal to the product of (a) and (b) below:

 

(a)                                  An amount equal to (1) .5% ofhis Average Compensation not in excess of his Integration Level, plus (2) 1.00%of such Average Compensation in excess of his Integration Level.

 

(b)                                 His Accrual Service (not toexceed 35 years) on such date. 

 

However, Accrued Benefit is modified as follows: 

 

Minimum Accrued Benefit:

 

An ActiveParticipant’s monthly Accrued Benefit shall not be less than the minimumAccrued Benefit, if any, provided in Article XI.

 

An ActiveParticipant’s Accrued Benefit under this Plan will be the greater of:

 

(c)                                  his Frozen Accrued Benefit asdefined in the FRESH-START RULES SECTION of this article as of the last day ofthe last Plan Year beginning before January 1, 1994,

 

or

 

(d)                                 his Accrued Benefit determinedwith respect to the benefit formula applicable for the Plan Year beginning onor after January 1, 1994, as applied to his total years of Accrual Servicetaken into account under the Plan.

 

# **SECTION 4.01A—FRESH-START RULES.**

# ** **

For Plan Yearsbeginning after a Fresh-start Date, the Accrued Benefit of any Participant in aFresh-start Group shall be determined under the ACCRUED BENEFIT SECTION of thisarticle.

 

A Participant’sFrozen Accrued Benefit is the amount of his Accrued Benefit determined inaccordance with the provisions of the Plan applicable in the Plan Yearcontaining the latest Fresh-start Date, determined as if the Participantterminated employment with the Employer as of the latest Fresh-start Date (orthe date he actually terminated employment, if earlier), without regard to anyamendment made to the Plan after that date other than amendments recognized aseffective as of or before the Fresh-start Date under Code Section 401(b) orregulation Section 1.401(a)(4)-11(g).

 

If this Planhas not had a Fresh-start Date, the Participant’s frozen Accrued Benefit willbe zero. If, as of the latest Fresh-start Date, the amount of a Participant’sFrozen Accrued Benefit was limited by the application of Code Section 415, hisFrozen Accrued Benefit will be increased for Plan Years after the latestFresh-start Date to the extent permitted under Code Section 415(d)(1). Inaddition, the Frozen Accrued Benefit of a Participant whose Frozen AccruedBenefit includes the Top-heavy minimum benefits provided in Article XI of thePlan will be increased to the extent necessary to comply with the averagecompensation requirement of Code Section 416(c)(1)(D)(i).

 

If the NormalForm of benefits in effect on the latest Fresh-start Date is not the same asthe Normal Form after the latest Fresh-start Date, or the Normal RetirementDate for any Participant on that

 

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date was laterthan the Normal Retirement Date for him under the Plan after the latestFresh-start Date, the Frozen Accrued Benefit will be the Actuarial Equivalentof the benefit under the Normal Form under the Plan after the latestFresh-start Date, beginning at the Participant’s Normal Retirement Date underthe Plan in effect after the latest Fresh-start Date. If the Plan provides anew optional form of benefit with respect to a Participant’s Frozen AccruedBenefit, such new optional form will be provided with respect to eachParticipant’s entire Accrued Benefit (i.e. accrued both before and after theFresh-start Date).

 

# **SECTION 4.01B—INTEGRATION IN MORE THAN ONE PLAN.**

# ** **

The cumulativedisparity rules in Teas. Reg. § 1.401(l)-5 do not apply to this Plan becausethe Employer does not and has never sponsored another qualified retirement planthat was a Code § 401(l) plan or that satisfied Code § 401(a)(4) by relying onimputed permitted disparity pursuant to Treas. Reg. § 1.401(a)(4)-7. (SeeTreas. Reg. § 1.401(l)-5).

 

**SECTION 4.02—DISREGARD OF ACCRUEDBENEFIT.**

** **

If aParticipant receives a single-sum payment equal to the Present Value of hisentire Vested Accrued Benefit, his entire Accrued Benefit (both vested andnonvested) as of the date of the distribution shall be disregarded. If suchpayment is less than the Present Value of his entire Accrued Benefit, suchParticipant shall have the right to restore his Employer derived AccruedBenefit as provided below.

 

If aParticipant receives a single-sum payment that is less than the Present Valueof his entire Vested Accrued Benefit, a portion of his Vested Accrued Benefitas of the date of the distribution shall be disregarded. This portion shall bedetermined by multiplying his entire Vested Accrued Benefit as of the date ofsuch distribution by the ratio of (i) the single-sum payment to (ii) thePresent Value of such Vested Accrued Benefit. Such Participant shall not have aright to restore his Employer derived Accrued Benefit.

 

If aParticipant again becomes an Eligible Employee after receiving a single-sumpayment of the Present Value of his entire Vested Accrued Benefit, but lessthan the Present Value of his entire Accrued Benefit as of the date of thedistribution, he shall have the right to restore his Employer derived AccruedBenefit (including all optional forms of benefits and subsidies relating tosuch benefits) to the extent disregarded. Such Accrued Benefit shall berestored upon repayment to the Plan of the full amount of the distributionresulting from Employer Contributions plus interest, compounded annually fromthe date of distribution at the rate of five percent. Such repayment must bemade before the earlier of the date five years after the date he again becomesan Eligible Employee or the end of the first period of five consecutive VestingBreaks in Service which begin after the date of the distribution. If the amountof the repayment is zero dollars because a Participant was deemed to havereceived a distribution of the Present Value of his entire Vested AccruedBenefit, and the Participant again becomes an Eligible Employee before the endof the first period of five consecutive Vesting Breaks in Service which beginafter the date of the deemed distribution, upon the date he again performs an Hour-of-Serviceas an Eligible Employee, the Employer derived Accrued Benefit shall be restoredto the amount of such Accrued Benefit on the date of the deemed distribution.

 

**SECTION 4.03—BENEFIT LIMITATION.**

** **

(a)                                 Definitions. For the purpose of determiningthe benefit limitation set forth in this section, the following terms aredefined:

 

**Annual****Additions**means the sum of the followingamounts credited to a Participant’s account for the Limitation Year:

 

(1)                                 employer contributions;

 

(2)                                 employee contributions;

 

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(3)                                 forfeitures;

 

(4)                                 allocations under a simplifiedemployee pension; and

 

(5)                                 amounts allocated, after March31,1984, to an individual medical account that is part of a pension or annuityplan maintained by the Employer, and amounts derived from contributions paid oraccrued after December 31, 1985, in taxable years ending after such date, thatare attributable to post-retirement medical benefits allocated to the separateaccount of a key employee (as defined in Code Section 419(A)(d)(3)) under awelfare benefit fund.

 

**Annual Benefit** means a retirement benefitunder the plan which is payable annually in the form of a Straight LifeAnnuity. Except as provided below, a benefit payable in a form other than aStraight Life Annuity must be adjusted to an actuarially equivalent StraightLife Annuity before applying the limitations of this section. Effective forLimitation Years beginning on or after January 1, 1995, where a Participant’sbenefit must be adjusted to an actuarially equivalent Straight Life Annuity,the actuarially equivalent Straight Life Annuity is equal to the greater of theannuity benefit computed using the interest rate and mortality table (or othertabular factor) specified in the Plan for adjusting benefits in the same form,and the annuity benefit computed using a 5 percent interest rate assumption andthe Applicable Mortality Table. In determining the actuarially equivalentStraight Life Annuity for a benefit form other than (i) a nondecreasing annuitypayable for a period of not less than the life of the Participant (or, in thecase of a qualified preretirement survivor annuity, the life of the survivingspouse), or (ii) an annuity that decreases during the life of the Participant merelybecause of (a) the death of the survivor annuitant (but only if the reductionis not below 50% of the benefit payable before****the death of the survivorannuitant), or (b) the cessation or reduction of Social Security supplements ofqualified disability payments (as defined in Code Section 401(a)(11)), “theApplicable Interest Rate” will be substituted for “a 5 percent interest rateassumption” in the preceding sentence.

 

No actuarialadjustment to the benefit is required for (i) the value of a qualified jointand survivor annuity, (ii) benefits that are not directly related to retirementbenefits (such as a qualified disability benefit, pre-retirement deathbenefits, and post-retirement medical benefits), and (iii) the value ofpost-retirement cost-of-living increases made in accordance with Code Section415(d) and section 1.415-3(c)(2)(iii) of the Income Tax Regulations. The AnnualBenefit does not include any benefits attributable to employee contributions orrollover contributions, or the assets transferred from a qualified plan thatwas not maintained by the Employer.

 

**Compensation**meanswages within the meaning of Code Section 3401(a) and all other payments ofcompensation to an Employee by the Employer (in the course of the Employer’strade or business) for which the Employer is required to furnish the Employee awritten statement under Code Sections 6041(d), 6051(a)(3), and 6052.Compensation must be determined without regard to any rules under Code Section3401(a) that limit the remuneration included in wages based on the nature orlocation of the employment or the services performed (such as the exception foragricultural labor in Code Section 3401(a)(2)). The amount reported in the “Wages,Tips and Other Compensation” box on Form W-2 satisfies this definition.

 

For anySelf-employed Individual, Compensation shall mean Earned Income.

 

Compensationfor a Limitation Year is the Compensation actually paid or made availableduring such Limitation Year.

 

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For LimitationYears beginning after December 31, 1997, Compensation paid or made availableduring such Limitation Year shall include any elective deferral (as defined inCode Section 402(g)(3)), and any amount which is contributed or deferred by theEmployer at the election of the Employee and which is not includible in thegross income of the Employee by reason of Code Section 125, 132(f)(4), or 457.

 

**Defined Benefit Compensation****Limitation** means 100 percent of a Participant’s High Three-yearAverage Compensation, payable in the form of a Straight Life Annuity.

 

**Defined Benefit****Dollar Limitation**means $90,000, automatically adjusted, effective January 1 of each year, underCode Section 415(d) in such manner as the Secretary shall prescribe, andpayable in the form of a Straight Life Annuity. The new limitation shall applyto Limitation Years ending within the calendar year of the date of theadjustment.

 

**Defined BenefitPlan Fraction**means a fraction, the numerator of which is the sum of the Participant’s ProjectedAnnual Benefits under all the defined benefit plans (whether or not terminated)maintained by the Employer, and the denominator of which is the lesser of (i)125 percent of the Defined Benefit Dollar Limitation applicable to theParticipant, or (ii) 140 percent of the Defined Benefit Compensation Limitationapplicable to the Participant, both adjusted as necessary in accordance withthe definition of Maximum Permissible Benefit.

 

Notwithstandingthe above, if the Participant was a participant as of the first day of thefirst Limitation Year after December 31, 1986, in one or more defined benefitplans maintained by the Employer which were in existence on May 6, 1986, thedenominator of this fraction will not be less than 125 percent of the sum of theAnnual Benefits under such plans which the Participant had accrued as of theclose of the last Limitation Year beginning before January 1, 1987,disregarding any changes in the terms and conditions of the plans after May 5,1986. The preceding sentence applies only if the defined benefit plansindividually and in the aggregate satisfied the requirements of Code Section415 for all Limitation Years beginning before January 1, 1987.

 

**DefinedContribution Dollar Limitation** means, for Limitation Years beginning after December 31,1994, $30,000, as adjusted under Code Section 415(d).

 

**Defined****Contribution****Plan Fraction** means a fraction, the numeratorof which is the sum of the Annual Additions to the participant’s account underall the defined contribution plans (whether or not terminated) maintained bythe Employer for the current and all prior Limitation Years, (including theAnnual Additions attributable to the Participant’s voluntary employeecontributions, or mandatory employee contributions as defined in Code Section411(c)(2)(C), to this and all other defined benefit plans (whether or notterminated) maintained by the Employer, and the Annual Additions attributableto all welfare benefit funds (as defined in Code Section 419(e)) maintained bythe Employer under which amounts attributable to post-retirement medicalbenefits are allocated to separate accounts of key employees (as defined inCode Section 419(A)(d)(3)), or individual medical accounts and simplifiedemployee pensions maintained by the Employer), and the denominator of which isthe sum of the maximum aggregate amounts for the current and all priorLimitation Years of the Participant’s service with the Employer (regardless ofwhether a defined contribution plan was maintained by the Employer).

 

The maximumaggregate amount for any Limitation Year is the lesser of (i) 125 percent ofthe Defined Contribution Dollar Limitation, or (ii) 35 percent (1.4 x 25percent) of the Participant’s Compensation for such year.

 

The AnnualAddition for any Limitation Year beginning before January 1, 1987, shall not berecomputed to treat all employee contributions as Annual Additions.

 

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If the Employeewas a participant as of the first day of the first Limitation Year beginningafter December 31, 1986, in one or more defined contribution plans maintainedby the Employer which were in existence on May 6, 1986, the numerator of thisfraction will be adjusted if the sum of this fraction and the Defined BenefitPlan Fraction would otherwise exceed 1.0 under the terms of this Plan. Underthe adjustment, an amount equal to the product of (i) the excess of the sum ofthe fractions over 1.0 times (ii) the denominator of this fraction, will bepermanently subtracted from the numerator of this fraction. The adjustment iscalculated using the fractions as they would be computed as of the end of thelast Limitation Year beginning before January 1, 1987, and disregarding anychanges in the terms and conditions of the plans made after May 5, 1986, butusing the Code Section 415 limitation applicable to the first Limitation Yearbeginning on or after January 1, 1987.

 

**Employer**meansthe employer that adopts this Plan, and all members of a controlled group ofcorporations (as defined in Code Section 414(b), as modified by Code Section415(h)), all commonly controlled trades or businesses (as defined in CodeSection 414(c), as modified by Code Section 415(h)), or affiliated servicegroups (as defined in Code Section 414(m)) of which the adopting employer is apart, and any other entity required to be aggregated with the employer underCode Section 414(o).

 

**High Three-year Average Compensation**means the average Compensationfor the three consecutive Limitation Years while the Participant was anEmployee (actual consecutive Limitation Years while he was an Employee, ifemployed less than three years) that produces the highest average.

 

**Limitation Year**meansthe 12-consecutive month period ending on the last day of each Plan Year,including corresponding 12-consecutive month periods before January 1, 1975. Ifthe Limitation Year is other than a calendar year, execution of this Plan (orany amendment to this Plan changing the Limitation Year) constitutes theEmployer’s adoption of a written resolution electing the Limitation Year. Ifthe Limitation Year is amended to a different 12-consecutive month period, thenew Limitation Year must begin on a date within the Limitation Year in whichthe amendment is made.

 

**Maximum Permissible Benefit**means the lesser of the Defined Benefit Dollar Limitation orthe Defined Benefit Compensation limitation (both adjusted where required, asprovided below).

 

(1)                                 If the Participant has less thanten Years of Participation in the Plan, the Defined Benefit Dollar Limitationshall be multiplied by a fraction the numerator of which is the number of Yearsof Participation (or part thereof) in the Plan, and the denominator of which isten. In the case of a Participant who has less than ten Years of Service, theDefined Benefit Compensation Limitation shall be multiplied by a fraction (i)the numerator of which is the number of Years of Service (or part thereof), and(ii) the denominator of which is ten.

 

Where a Defined BenefitPlan Fraction is calculated, the adjustments of this (1) shall be applied inthe denominator of the Defined Benefit Plan Fraction based upon Years ofService. For purposes of computing the Defined Benefit Plan Fraction only,Years of Service shall include future Years of Service (or part thereof) commencingbefore the Participant’s Normal Retirement Age. Such future Years of Serviceshall include the year that contains the earlier of (i) the date theParticipant reaches Normal Retirement Age, only if can be reasonablyanticipated that the Participant will receive a Year of Service for such year,or (ii) the year in which the Participant terminates employment.

 

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(2)                                 If the Annual Benefit of theParticipant commences before the Participant’s Social Security Retirement Age,but on or after age 62, the Defined Benefit Dollar Limitation (as reduced in(1) above, if necessary) shall be determined as follows:

 

(i)                                     If a Participant’s SocialSecurity Retirement Age is 65, for benefits commencing on or after age 62, theDefined Benefit Dollar Limitation is reduced by 5/9 of one percent for eachmonth by which benefits commence before the month in which the Participantattains age 65.

 

(ii)                                  If a Participant’s SocialSecurity Retirement Age is greater than 65, for benefits commencing on or afterage 62, the Defined Benefit Dollar Limitation is reduced by 5/9 of one percentfor each of the first 36 months and 5/12 of one percent for each of theadditional months (up to 24 months) by which benefits commence before the monthof the Participant’s Social Security Retirement Age.

 

(3)                                 If the Annual Benefit of aParticipant commences prior to age 62, the Defined Benefit Dollar Limitationapplicable to the Participant at such earlier age is an Annual Benefit payablein the form of a Straight Life Annuity that is the actuarial equivalent of theDefined Benefit Dollar Limitation for age 62, as determined above, reduced foreach month by which the benefits commence before the month in which theParticipant attains age 62. Effective for Limitation Years beginning on orafter January 1, 1995, the Defined Benefit Dollar Limitation applicable at anage prior to age 62 is determined as the lesser of the actuarial equivalent ofthe Defined Benefit Dollar Limitation for age 62 computed using the interestrate and mortality table (or other tabular factor) specified in the Plan forpurposes of determining actuarial equivalence for early retirement benefits,and the actuarial equivalent of the Defined Benefit Dollar Limitation for age62 computed using a 5 percent interest rate assumption and the ApplicableMortality Table. To the extent that the Plan does not specify an interest rateand mortality table (or other tabular factor) or for ages for which no tabularfactor is specified, a 5 percent interest rate and the Applicable MortalityTable shall be used to determine actuarial equivalence. Any decrease in theDefined Benefit Dollar Limitation determined in accordance with this (3) shallnot reflect a mortality decrement if the benefits are not forfeited upon thedeath of the Participant. If any benefits are forfeited upon death, the fullmortality decrement is taken into account.

 

(4)                                 If the Annual Benefit of theparticipant commences after the Participant’s Social Security Retirement Age,the Defined Benefit Dollar Limitation applicable to the Participant at thelater age is the Annual Benefit payable in the form of a Straight Life Annuitycommencing at the later age that is actuarially equivalent to the DefinedBenefit Dollar Limitation applicable to the Participant (adjusted under (1)above, if necessary) at the Participant’s Social Security Retirement Age.Effective for Limitation Years beginning on or after January 1, 1995, theactuarial equivalent of the Defined Benefit Dollar Limitation at theParticipant’s Social Security Retirement Age is determined as the lesser of theactuarial equivalent of the Defined Benefit Dollar Limitation at theParticipant’s Social Security Retirement Age computed using the interest rateand mortality table (or other tabular factor) specified in the Plan forpurposes of determining actuarial equivalence for delayed retirement benefits,and the actuarial equivalent of the Defined Benefit Dollar Limitation at theParticipant’s Social Security Retirement Age computed using a 5 percentinterest rate assumption and the Applicable Mortality Table. For thesepurposes, mortality between a Participant’s Social Security Retirement Age andthe age at which benefits commence must be ignored.

 

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(5)                                 The provisions of thisdefinition shall be modified as provided in:

 

(i)                                     Code Section 415(b)(2)(F) forgovernmental plans (within the meaning of Code Section 414(d)), plansmaintained by organizations (other than governmental units) exempt from taxunder Subtitle A of the Code, and merchant marine plans; and

 

(ii)                                  Code Section 415(b)(2)(G) and415(b)(2)(H) for Participants who are qualified participants (as defined inCode Section 415(b)(2)(H)); and

 

(iii)                               Code Section 415(b)(9) for Participantswho are commercial airline pilots.

 

(6)                                 Minimum benefits permitted:Notwithstanding anything else in this definition to the contrary, the benefitotherwise accrued or payable to a Participant under this Plan shall be deemednot to exceed the Maximum Permissible Benefit if:

 

(i)                                     the retirement benefits payablefor a Plan Year under any form of benefit with respect to such Participantunder this Plan and under all other defined benefit plans (regardless ofwhether terminated) ever maintained by the Employer do not exceed $1,000multiplied by the Participant’s number of Years of Service or parts thereof(not to exceed ten); and

 

(ii)                                  the Employer has not at any timemaintained a defined contribution plan, a welfare benefit fund, under whichamounts attributable to post-retirement medical benefits are allocated toseparate accounts of key employees (as defined in Code Section 419(A)(d)(3)),or an individual medical account in which the Participant participated (forthese purposes, employee contributions, whether voluntary or involuntary, undera defined benefit plan are not treated as a separate defined contributionplan).

 

**Projected****Annual****Benefit**meansthe Annual Benefit to which the Participant would be entitled under the termsof the Plan assuming:

 

(1)                                 the Participant will continueemployment until Normal Retirement Age under the Plan (or current age, iflater), and

 

(2)                                 the Participant’s Compensationfor the current Limitation Year and all other relevant factors used todetermine benefits under the Plan will remain constant for all futureLimitation Years.

 

**Straight Life****Annuity**means an annuity payable inequal installments for the life of the Participant that terminates upon theParticipant’s death.

 

**TRA ‘86 Accrued Benefit**means a Participant’s Accrued Benefit under the Plandetermined as if the Participant had separated from service as of the close ofthe last Limitation Year beginning before January 1, 1987, when expressed as anAnnual Benefit within the meaning of Code Section 415(b)(2). In determining theamount of a Participant’s TRA ‘86 Accrued Benefit, the following shall bedisregarded:

 

(1)                                 any change in the terms andconditions of the Plan after May 5, 1986; and

 

(2)                                 any cost of living adjustmentsoccurring after May 5, 1986.

 

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**Year of****Participation**means one year (computed tofractional parts of a year) for each Accrual Computation Period for which thefollowing conditions are met:

 

(1)                                 The Participant is credited withat least the number of Hours-of-Service for benefit accrual purposes, requiredunder the terms of the Plan in order to accrue a benefit for the AccrualComputation Period, and

 

(2)                                 the Participant is included as aParticipant under the eligibility provisions of the Plan for at least one dayof the Accrual Computation Period.

 

If these twoconditions are met, the portion of a Year of Participation credited to theParticipant shall equal the amount of Accrual Service credited to theParticipant for such Accrual Computation Period. A Participant who is totallyand permanently disabled within the meaning of Code Section 415(c)(3)(C)(i) foran Accrual Computation Period shall receive a Year of Participation withrespect to that period. In addition, for a Participant to receive a Year of Participation(or part thereof) for an Accrual Computation Period, the Plan must beestablished no later than the last day of such Accrual Computation Period. Inno event will more than one Year of Participation be credited for any 12-monthperiod.

 

(b)                                 This (b) applies regardless ofwhether any Participant is or has ever been a participant in another qualifiedplan maintained by the adopting Employer. If any Participant is or has everbeen a participant in another qualified plan maintained by the Employer, or awelfare benefit fund (as defined in Code Section 419(e)) maintained by theEmployer under which amounts attributable to post-retirement medical benefitsare allocated to separate accounts of key employees (as defined in Code Section419(A)(d)(3)), or an individual medical account (as defined in Code Section415(l)(2)) maintained by the Employer, or a simplified employee pension (asdefined in Code Section 408(k)) maintained by the Employer, that provides anAnnual Addition, (c) below is also applicable to that Participant’s benefits.

 

(1)                                 The Annual Benefit otherwisepayable to a Participant at any time will not exceed the Maximum PermissibleBenefit. If the benefits the Participant would otherwise accrue in a LimitationYear would produce an Annual Benefit in excess of the Maximum PermissibleBenefit, the benefit must be limited (or the rate of accrual reduced) to abenefit that does not exceed the Maximum Permissible Benefit.

 

(2)                                 If a Participant has madevoluntary employee contributions, or mandatory employee contributions asdefined in Code Section 411(c)(2)(C), under the terms of this Plan, the amountof such contributions is treated as an Annual Addition to a qualified definedcontribution plan for purposes of (b)(1) and (c)(2) of this section. Suchamounts shall be limited to meet the requirements of Code Section 415(c)(1).

 

(c)                                  This (c) applies if anyParticipant is also a participant, or has ever participated, in another planmaintained by the Employer, including a qualified plan, or a welfare benefitfund (as defined in Code Section 419(e)) maintained by the Employer under whichamounts attributable to post-retirement medical benefits are allocated toseparate accounts of key employees (as defined in Code Section 419(A)(d)(3)),an individual medical account, or a simplified employee pension that providesan Annual Addition.

 

(1)                                 If a Participant is, or has everbeen, a participant in more than one defined benefit plan maintained by theEmployer, the sum of the Participant’s Annual Benefits from all such plans maynot exceed the Maximum Permissible Benefit. Where the Participant’semployer-provided benefits under all defined benefit plans ever maintained bythe Employer (determined as of the same age) would exceed the MaximumPermissible Benefit applicable at that age, the benefit shall

 

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belimited (or the rate of accrual reduced) in the plan most recently establishedto the extent necessary so that the sum of the Participant’s Annual Benefitsfrom all such plan(s) does not exceed the Maximum Permissible Benefit.

 

(2)                                 For Limitation Years beginningbefore January 1, 2000, if the Employer maintains, or ever maintained, one ormore qualified defined contribution plans in which any Participant in this Planparticipated, including a welfare benefit fund (as defined in Code Section419(e)) maintained by the Employer under which amounts attributable topost-retirement medical benefits are allocated to separate accounts of keyemployees (as defined in Code Section 419(A)(d)(3)), an individual medicalaccount, or a simplified employee pension, the sum of the Participant’s DefinedContribution Plan fraction and Defined Benefit Plan Fraction will not exceed1.0 in any Limitation Year and, where the sum exceeds 1.0 for a Participant fora Limitation Year, the Projected Annual Benefit shall be limited first. If theParticipant’s Annual Benefits equal his Projected Annual Benefit, as limited,then Annual Additions to the defined contribution plan(s) shall be limited toamounts that will reduce the sum to 1.0 in the same manner in which the AnnualAdditions are limited to meet the requirements of Code Section 415(c)(1).

 

Benefitincreases resulting from the repeal of Code Section 415(e) will be provided toall Employees participating in the Plan (with benefits limited by Code Section415(e)) who have an Accrued Benefit under the Plan immediately before the firstday of the first Limitation Year beginning in 2000 and have one Hour-of-Serviceafter such date.

 

(d)                                 In the case of an individual whowas a participant in one or more defined benefit plans of the Employer, as ofthe first day of the first Limitation Year beginning after December 31, 1986,the application of the limitations of this section shall not cause the MaximumPermissible Benefit for such individual under all such defined benefit plans tobe less than the individual’s TRA ‘86 Accrued Benefit. The preceding sentenceapplies only if such defined benefit plans met the requirements of Code Section415, for all Limitation Years beginning before January 1, 1987.

 

**SECTION 4.04—AMOUNT OF BENEFIT ATRETIREMENT.**

** **

The amount ofretirement benefit to be provided on the Normal Form for an Active Participanton his Retirement Date shall be determined according to the provisions of thissection. The monthly retirement benefit shall not decrease after theParticipant’s Retirement Date due to any increase in social securitybenefits that occurs after he ceases to be an Employee.

 

NormalRetirement Date. An Active Participant’s retirementbenefit on his Normal Retirement Date shall be equal to his Accrued Benefit onsuch date.

 

EarlyRetirement Date. An Active Participant’s retirementbenefit on his Early Retirement Date shall be equal to his Accrued Benefit onsuch specified date, multiplied by the factor shown below corresponding to thenumber of years his Early Retirement Date precedes his Normal Retirement Date.

 

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| **NUMBER OF YEARS  EARLY RETIREMENT DATE  PRECEDES NORMAL  RETIREMENT DATE** | ** ** | **FACTOR** | ** ** |
|------------------------------------------------------------------------------------------------------------|------------|------------|------------|
|                                                                                                       |       |       |       |
|                                                                                                       | 1          |       | .9333      |   |
|                                                                                                       | 2          |       | .8667      |   |
|                                                                                                       | 3          |       | .8000      |   |
|                                                                                                       | 4          |       | .7333      |   |
|                                                                                                       | 5          |       | .6667      |   |
|                                                                                                       |       |       |       |   |
|                                                                                                       | 6          |       | .6333      |   |
|                                                                                                       | 7          |       | .6000      |   |
|                                                                                                       | 8          |       | .5667      |   |
|                                                                                                       | 9          |       | .5333      |   |
|                                                                                                       | 10         |       | .5000      |   |

 

The abovefactors shall be prorated for a partial year (counting a partial month as acomplete month).

 

LateRetirement Date. An Active Participant’s retirementbenefit on his Late Retirement Date shall be equal to the greatest of (a), (b)or (c) below:

 

(a)                                 His Accrued Benefit on his LateRetirement Date.

 

(b)                                 His Accrued Benefit on hisNormal Retirement Date, multiplied by the factor shown below corresponding tothe number of years his Late Retirement Date follows his Normal RetirementDate.

 

| **NUMBER OF YEARS  LATE RETIREMENT DATE  FOLLOWS NORMAL  RETIREMENT DATE** | ** ** | **FACTOR** | ** ** |
|----------------------------------------------------------------------------------------------------------|------------|------------|------------|
|                                                                                                     |       |       |       |
|                                                                                                     | 1          |       | 1.0600     |   |
|                                                                                                     | 2          |       | 1.1200     |   |
|                                                                                                     | 3          |       | 1.1900     |   |
|                                                                                                     | 4          |       | 1.2600     |   |
|                                                                                                     | 5          |       | 1.3400     |   |
|                                                                                                     |       |       |       |   |
|                                                                                                     | 6          |       | 1.4200     |   |
|                                                                                                     | 7          |       | 1.5000     |   |
|                                                                                                     | 8          |       | 1.5900     |   |
|                                                                                                     | 9          |       | 1.6900     |   |
|                                                                                                     | 10         |       | 1.7900     |   |

 

The abovefactors shall be prorated for a partial year (counting a partial month as acomplete month). Factors for numbers of years beyond 10 shall be determinedusing a consistently applied reasonable actuarially equivalent method.

 

(c)                                  This (c) applies only to aParticipant whose Late Retirement Date occurs after the April 1 following thecalendar year in which he attains age 70 1/2 (January 1, 1997, if later). SuchParticipant’s retirement benefit will be adjusted to take into account theperiod after such date in which the Participant was not receiving hisretirement benefit.

 

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The retirementbenefit on his Late Retirement Date will be equal to the retirement benefitthat would have been paid on such data (determined as if his Late RetirementDate had occurred on such date) multiplied by the factor in (b) above for 1 yearpast Normal Retirement Date, prorated for a partial year based on the number ofmonths in the period (counting a partial month as a complete month).

 

If theParticipant’s Late Retirement Date occurs after the first Yearly Date followingsuch date, the Participant’s retirement benefit on his Late Retirement Dateshall be equal to the retirement benefit that would have been paid on suchYearly Date, multiplied by the factor in (b) above for 1 year past NormalRetirement Date, prorated for a partial year based on the number of monthssince such Yearly Date (counting a partial month as a complete month).

 

The amount inthis (c) shall be redetermined after each subsequent Yearly Date based on theretirement benefit that would have been paid on such Yearly Date (determined asif his Late Retirement Date has occurred on such Yearly Date) multiplied by thefactor in (b) above for 1 year past Normal Retirement Date, prorated for apartial year based on the number of months since such Yearly Date (counting apartial month as a complete month).

 

Such greatest amount so determined applies to anActive Participant, who (i) is not a 5-percent owner, (ii) has attained age 701/2, and (iii) makes an election to defer commencement of his retirementbenefit until the calendar year following the calendar year in which heretires, as provided in the DISTRIBUTION REQUIREMENTS SECTION of Article VII.

 

An ActiveParticipant’s retirement benefit on the Normal Form shall not be less than thegreatest amount of benefit that would have been provided for him had he retiredon any earlier Retirement Date.

 

TheParticipant’s retirement benefits shall be distributed to the Participantaccording to the distribution of benefits provisions of Article VI and thesmall amounts provisions of the SMALL AMOUNTS SECTION of Article X. The amountof payment under any form (other than the Normal Form) shall be determined asprovided under the OPTIONAL FORMS OF DISTRIBUTION SECTION of Article VI.

 

**SECTION 4.05—TEMPORARY LIMITATION OFBENEFITS.**

** **

In the eventof Plan termination, the benefit of any active or former Highly CompensatedEmployee is limited to a Benefit that is nondiscriminatory under Code Section401(a)(4).

 

(a)                                 In any year, the payment ofBenefits to or on behalf of a Restricted Employee shall not exceed an amountequal to the payments that would be made to or on behalf of the RestrictedEmployee in that year under

 

(1)                                 a straight life annuity that isthe Actuarial Equivalent of the Accrued Benefit and other Benefits to which theRestricted Employee is entitled under the Plan (other than a social securitysupplement), and

 

(2)                                 the amount of the payments thatthe Restricted Employee is entitled to receive under a social securitysupplement, if any.

 

The precedingparagraph shall not apply if:

 

(3)                                 after payment of the Benefit toa Restricted Employee, the value of plan assets equals or exceeds 110 percentof the value of current liabilities, as defined in Code Section 412(l)(7),

 

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(4)                                 the value of the Benefits for aRestricted Employee is less than one percent of the value of currentliabilities before distribution, or

 

(5)                                 the value of the Benefitspayable to or on behalf of the Restricted Employee does not exceed $5,000,($3,500 before the first Yearly Date on or after August 6, 1997) or if larger,the amount described in Code Section 411(a)(11)(A).

 

(b)                                 An Employee’s otherwiserestricted Benefit may be distributed in full to the affected Employee if priorto receipt of the Restricted Amount, the Employee enters into a writtenagreement with the Plan Administrator to secure repayment to the Plan of theRestricted Amount. The Employee may secure repayment of the Restricted Amountupon distribution by:

 

(1)                                 entering into an agreement forpromptly depositing in escrow with an acceptable depository property having afair market value equal to at least 125 percent of the Restricted Amount,

 

(2)                                 providing a bank letter ofcredit in an amount equal to at least 100 percent of the Restricted Amount, or

 

(3)                                 posting a bond equal to at least100 percent of the Restricted Amount.

 

If the Employeeelects to post bond, the bond will be furnished by an insurance company,bonding company or other surety for federal bonds.

 

The escrowarrangement may provide that an Employee may withdraw amounts in excess of 125percent of the Restricted Amount. If the market value of the property in anescrow account falls below 110 percent of the remaining Restricted Amount, theEmployee must deposit additional property to bring the value of the propertyheld by the depository up to 125 percent of the Restricted Amount. The escrowarrangement may provide that Employee may have the right to receive any incomefrom the property placed in escrow, subject to the Employee’s obligation todeposit additional property, as set forth in the preceding sentence.

 

A surety orbank may release any liability on a bond or letter of credit in excess of 100percent of the Restricted Amount.

 

If the PlanAdministrator certifies to the depository, surety or bank that the Employee (orhis estate) is no longer obligated to repay any Restricted Amount, a depositorymay redeliver to the Employee any property held under an escrow agreement, anda surety or bank may release any liability on an Employee’s bond or letter ofcredit.

 

For purposesof this section, the following apply:

 

RestrictedEmployee means any Highly Compensated Employee orformer Highly Compensated Employee who is one of the 25 nonexcludible employeesand former employees of the Employer with the largest amount of Compensation inthe current or any prior year.

 

Benefitincludes, among other benefits, loans in excess of the amount set forth in CodeSection 72(p)(2)(A), any periodic income, any withdrawal values payable to aliving Employee or former Employee, and any death benefits not provided byinsurance on the Employee’s life.

 

RestrictedAmount means the excess of the amounts distributed tothe Employee (accumulated with reasonable interest) over the amounts that couldhave been distributed to the Employee under a straight life annuity describedabove (accumulated with reasonable interest).

 

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Any reasonableand consistent method may be used for determining the value of currentliabilities and the value of plan assets.

 

**SECTION 4.06—BENEFITS UPON EMPLOYMENTAFTER RETIREMENT DATE.**

 

if aParticipant is employed by us after his Retirement Date, any monthly retirementbenefit payment he is receiving shall continue unchanged.

 

If suchParticipant continues to be or again becomes an Active Participant after hisRetirement Date, his benefits under this Plan shall not be duplicated. Theretirement benefit from the Accrued Benefit resulting from such additionalperiod of Accrual Service shall be payable according to the provisions ofArticle IV and Article VI. Any death benefit from the Accrued Benefit heaccrued during his latest period as an Active Participant shall be determinedas provided in the DEATH BENEFITS SECTION of Article V.

 

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**ARTICLE VOTHER BENEFITS**

** **

**SECTION 5.01—DEATH BENEFITS.**

** **

The provisionsof this section apply on or after August 23, 1984. These provisions shall alsoapply to an Inactive Participant who became inactive before such date.

 

If aParticipant dies before his Annuity Starting Date, death benefits shall bedetermined under subsections (a) and (b) below. The distribution of deathbenefits shall be subject to the distribution of benefits provisions of ArticleVI and the provisions of the SMALL AMOUNTS SECTION of Article X.

 

(a)                                 Qualified Preretirement SurvivorAnnuity:

 

A QualifiedPreretirement Survivor Annuity shall be payable if the following requirementsare met:

 

(1)           The Participant is survived by aspouse on the date he dies.

 

(2)                                 The Participant’s VestingPercentage on the date of his death was greater than zero.

 

If therequirements above are met on the date the Participant dies, a QualifiedPreretirement Survivor Annuity shall be payable. The spouse may elect to startbenefits on any first day of the month on or after the earliest date retirementbenefits could have been paid to the Participant if he had ceased to be anEmployee on the date of his death and survived to retire. Benefits must startby the date the Participant would have been age 70 1/2. If the spouse diesbefore the Qualified Preretirement Survivor Annuity starts, no death benefitsare payable.

 

(b)                                 Single-sum death benefit:

 

There are nosingle-sum death benefits payable under this Plan before Annuity Starting Date.

 

If aParticipant dies on or after his Normal Retirement Date and before his AnnuityStarting Date and such Participant is survived by a spouse on the date of hisdeath, the death benefit shall be payable in like manner as provided under (a)and (b) above.

 

If aParticipant dies on or after his Normal Retirement Date and before his AnnuityStarting Date and such Participant is not survived by a spouse on the date ofhis death, the provisions of subsections (a) and (b) shall not apply. Instead,the death benefit shall be the preservation of retirement option death benefit.This death benefit is the death benefit which would have been payable to theParticipant’s Beneficiary or Contingent Annuitant if the Participant’sRetirement Date had occurred on the date he died. If the optional form ofretirement benefit in effect is a single-sum payment, a single-sum paymentshall be paid to the Participant’s Beneficiary. This single-sum payment shallbe equal to the single-sum payment that would have been paid to the Participanthad his Retirement Date occurred on the date of his death. The optional form ofdistribution elected according to the provisions of the ELECTION PROCEDURESSECTION of Article VI before the Participant’s death is the form in effect for determiningthe death benefit. For purposes of this death benefit only, an election of anoptional form of distribution shall be a qualified election even if it is notmade within 90 days of the date retirement benefits would have begun if itmeets all of the other requirements for a qualified election. The automaticform of distribution for retirement benefits under the AUTOMATIC FORMS OFDISTRIBUTION SECTION of Article VI shall be in effect if an election has notbeen made or an election is revoked without a subsequent election according tothe

 

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provisions *of*the ELECTIONPROCEDURES SECTION of Article VI. Any death benefit payable shall be subject tothe distribution limitations of the OPTIONAL FORMS OF DISTRIBUTION SECTION ofArticle VI and the DISTRIBUTION REQUIREMENTSSECTION of Article VII.

 

Any deathbenefit after Annuity Starting Date will be determined by the form ofretirement benefit in effect on a Participant’s Annuity Starting Date.

 

**SECTION 5.02—VESTED BENEFITS.**

** **

A Participantwho becomes an Inactive Participant before retirement or death will be entitledto one of the following vested benefits whichever is applicable. Anydistribution of vested benefits shall be a retirement benefit and shall besubject to the distribution of benefits provisions of Article VI and theprovisions of the SMALL AMOUNTS SECTION of Article X.

 

(a)                                 A deferred monthly retirementbenefit on the Normal Form to begin on his Normal Retirement Date. The deferredretirement benefit will be equal to the product of (1) and (2):

 

(1)                                 The Participant’s AccruedBenefit on the day before he became an Inactive Participant.

 

(2)                                 The Participant’sVesting Percentage on the date he ceases to be an Employee.

 

(b)                                 A deferred monthly retirementbenefit on the Normal Form to begin on his Early Retirement Date. The deferredretirement benefit shall be equal to the amount under (a) above multiplied bythe applicable early retirement factor in the AMOUNT OF BENEFIT AT RETIREMENTSECTION of**Article IV.

 

If theParticipant was covered under the Plan on the last day of the 1988 Plan Year orthe 1993 Plan Year, and his termination date was between these dates, hisdeferred monthly retirement benefit on the Normal Form to begin on his EarlyRetirement Date shall not be less than his Accrued Benefit on the applicabledate (or the date he became an Inactive Participant, if earlier) multiplied bythe applicable early retirement factor based on the Plan as in effect on theapplicable date.

 

(c)                                  A deferred monthly retirementbenefit on the Normal Form to begin on his Late Retirement Date. The deferredretirement benefit shall be determined as follows:

 

(1)                                 For a Participant who became anInactive Participant on or before his Normal Retirement Date, an amount equalto the amount under (a) above multiplied by the late retirement factor in theAMOUNT OF BENEFIT AT RETIREMENT SECTION of Article IV which corresponds to thenumber of years his Late Retirement Date follows his Normal Retirement Date.

 

(2)                                 For a Participant who became anInactive Participant after his Normal Retirement Date, an amount equal to thegreater of (i) or (ii) below:

 

(i)                                     The Participant’s AccruedBenefit on the day before the date he became an Inactive Participant.

 

(ii)                                  His Accrued Benefit on hisNormal Retirement Date multiplied by the late retirement factor in the AMOUNTOF BENEFIT AT RETIREMENT SECTIONof Article IV which corresponds to the number of years his Late Retirement Datefollows his Normal Retirement Date.

 

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Provided,however, for an Inactive Participant whose Late Retirement Date occurs afterthe April 1 following the calendar year in which he attains age 70 1 /2(January 1, 1997, if later), such Participant’s deferred monthly retirementbenefit determined in (1) or (2) above, whichever applies, shall be adjusted asprovided in paragraph (c) relating to Late Retirement Date in the AMOUNT OFBENEFIT AT RETIREMENT SECTION of Article IV.

 

The amount ofpayment under any form (other than the Normal Form) shall be determined asprovided under the OPTIONAL FORMS OF DISTRIBUTION SECTION of Article VI. Afterthe Participant ceases to be an Employee, the deferred retirement benefit shallnot decrease because of any post-separation social security benefit increase.If he again becomes an Active Participant, such a decrease shall also not applyto any deferred retirement benefit to which he was entitled before his ReentryDate.

 

If theParticipant dies before his Annuity Starting Date, death benefits shall bedistributed according to the provisions of the DEATH BENEFITS SECTION ofArticle V.

 

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**ARTICLE VIWHEN BENEFITS START AND DISTRIBUTION OFBENEFITS**

** **

The provisionsof this article shall apply on or after August 23, 1984. These provisions shallapply to an Inactive Participant who became inactive before such date.

 

**SECTION 6.01—WHEN BENEFITS START.**

** **

Benefits underthe Plan begin when a Participant retires, dies, or ceases to be an Employee,whichever applies, as provided in Article IV and Article V. Benefits may beginon an earlier date to the extent necessary to avoid a violation of Code Section415 or 411(b). The start of benefits is subject to the qualified electionprocedures of this article.

 

Unlessotherwise elected, benefits shall begin before the sixtieth day following theclose of the Plan Year in which the latest date below occurs:

 

(a)                                 The date the Participant attainsage 65 (Normal Retirement Age, if earlier).

 

(b)                                 The tenth anniversary of theParticipant’s Entry Date.

 

(c)                                  The date the Participant ceasesto be an Employee.

 

Notwithstandingthe foregoing, the failure of a Participant and spouse to consent to adistribution while a benefit is immediately distributable, within the meaningof the ELECTION PROCEDURES SECTION of this article, shall be deemed to be anelection to defer commencement of payment of any benefit sufficient to satisfythis section.

 

TheParticipant may elect to have his benefits begin after the latest date describedabove, subject to the provisions of this section. The Participant shall makehis election in writing and deliver the signed statement of election to thePlan Administrator before Normal Retirement Date or the date he ceases to be anEmployee, if later. The statement of election must describe the form ofdistribution and the date the retirement benefits will begin. The Participantshall not elect a date for beginning retirement benefits or a form ofdistribution that would result in a death benefit payable upon his death thatwould be more than incidental within the meaning of governmental regulations.

 

Benefits shallbegin by the Participant’s Required Beginning Date, as defined in theDEFINITIONS SECTION of Article VII.

 

**SECTION 6.02—AUTOMATIC FORMS OFDISTRIBUTION.**

 

Unless anoptional form of benefit is selected pursuant to a qualified election withinthe election period (see the ELECTION PROCEDURES SECTION of this article), theautomatic form of benefit payable to or on behalf of a Participant is determinedas follows:

 

(a)                                 Retirement Benefits. This automatic form ofretirement benefit for a Participant who does not die before his AnnuityStarting Date shall be:

 

(1)                                 The Qualified Joint and SurvivorForm for a Participant who has a spouse.

 

(2)                                 The Normal Form for aParticipant who does not have a spouse.

 

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(b)                                 Death Benefits. The automatic form of deathbenefit for a Participant who dies before his Annuity Starting Date isdetermined according to the provisions of the DEATH BENEFITS SECTION of ArticleV.

 

**SECTION 6.03—OPTIONAL FORMS OFDISTRIBUTION.**

** **

(a)                                 Retirement Benefits. The optional forms ofretirement benefit shall be the following: a straight life annuity; single lifeannuities with certain periods of 5, 10 or 15 years; and survivorship lifeannuities with survivorship percentages of 50, 66 2/3 or 100. The benefitpayable on any optional annuity form available above (other than the NormalForm) shall be the Actuarial Equivalent of the benefit that would otherwise bepayable on the Normal Form.

 

The Participantmay also elect to receive a single-sum payment in lieu of all other benefitsunder this Plan. This single-sum payment shall be equal to the Present Value ofthe retirement benefit which would have been payable to such Participant on hisRetirement Date on the Normal Form of distribution. The Participant may alsoelect to have this amount segregated from the other Plan funds and thesegregated amount paid to him under a full flexibility option. The fullflexibility option is an optional form of benefit under which the Participantreceives a distribution each calendar year, beginning with the calendar year inwhich his Annuity Starting Date occurs. The Participant may elect the amount tobe distributed each year (not less than $1,000). The amount payable in hisfirst Distribution Calendar Year, as defined in the DEFINITIONS SECTION ofArticle VII, must satisfy the minimum distribution requirements of Article VIIfor such year. Distributions for later Distribution Calendar Years must satisfythe minimum distribution requirements of Article VII for such years. If theParticipant’s annuity Starting Date does not occur until his secondDistribution Calendar Year, the amount payable for such year must satisfy theminimum distribution requirements of Article VII for both the first and secondDistribution Calendar Years. Any single-sum payment shall be subject to theprovisions of the TEMPORARY LIMITATION OF BENEFITS SECTION of Article IV.

 

Election of anoptional form is subject to the qualified election provisions of the ELECTIONPROCEDURES SECTION of this article and the DISTRIBUTION REQUIREMENTS****SECTIONof Article VII.

 

Any annuitycontract distributed shall be nontransferable. The terms of any annuitycontract purchased and distributed by the Plan to a Participant or spouse shallcomply with the requirements of this Plan.

 

(b)                                 Death Benefits. The optional forms of deathbenefit are a single-sum payment and any annuity that is an optional form ofretirement benefit. However, the full flexibility option shall not be availableif the Beneficiary is not the spouse of the deceased Participant.

 

**SECTION 6.04—ELECTION PROCEDURES.**

** **

TheParticipant or spouse shall make any election under this section in writing.The Plan Administrator may require such individual to complete and sign anynecessary documents as to the provisions to be made. Any election permittedunder la) and (b) below shall be subject to the qualified election provisionsof (c) below.

 

(a)                                 Retirement Benefits. A Participant may elect hisBeneficiary or Contingent Annuitant and may elect to have retirement benefitsdistributed under any of the optional forms of retirement benefit available inthe OPTIONAL FORMS OF DISTRIBUTION SECTION of this article.

 

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(b)                                 Death Benefits. In lieu of the QualifiedPreretirement Survivor Annuity described in the DEATH BENEFITS SECTION ofArticle V, the spouse may, for his own benefit, waive the Qualified PreretirementSurvivor Annuity by electing to have the benefit distributed under any of theoptional forms of death benefit available in the OPTIONAL FORMS OF DISTRIBUTIONSECTION of this article.

 

(c)                                  Qualified Election. The Participant or spouse maymake an election at any time during the election period. The Participant orspouse may revoke the election made (or make a new election) at any time andany number of times during the election period. An election is effective onlyif it meets the consent requirements below.

 

(1)                                 Election Period for RetirementBenefits. Theelection period as to retirement benefits is the 90-day period ending on theAnnuity Starting Date. An election to waive the Qualified Joint and SurvivorAnnuity may not be made by the Participant before the date he is provided withthe notice of the ability to waive the Qualified Joint and Survivor Annuity.

 

(2)                                 Election Period for DeathBenefits. Thespouse’s election period begins on he date the Participant dies and ends on thedate benefits begin.

 

(3)                                 Consent to Election. If the Present Value of theParticipant’s Vested Accrued Benefit exceeds $5,000 ($3,500 for Plan Yearsbeginning before August 6, 1997), any benefit which is (i) immediatelydistributable or (ii) payable in a form other than a Qualified Joint andSurvivor Annuity or a Qualified Preretirement Survivor Annuity requires theconsent of the Participant and the Participant’s spouse (or where either theParticipant or the spouse has died, the survivor). Such consent shall also berequired if the Present Value of the Participant’s Vested Accrued Benefit atthe time of any prior distribution exceeded $5,000 ($3,500 for Plan Yearsbeginning before August 6, 1997). This rule in the preceding sentence shall notapply as of the date specified in any regulation which repeals such rule.However, consent will still be required if the Participant had previously hadan Annuity Starting Date with respect to any portion of such Vested AccruedBenefit.

 

The consent ofthe Participant or spouse to a benefit which is immediately distributable mustnot be made before the date the Participant or spouse is provided with thenotice of the ability to defer the distribution. Such consent shall be made inwriting. The consent shall not be made more than 90 days before the AnnuityStarting Date. Spousal consent is not required for a benefit which isimmediately distributable in a Qualified Joint and Survivor Annuity. Neitherthe consent of the Participant nor the Participant’s spouse shall be requiredto the extent that a distribution is required to satisfy Code Section 401(a)(9)or Code Section 415.

 

A benefit isimmediately distributable if any part of the benefit could be distributed tothe Participant (or surviving spouse) before the Participant attains (or wouldhave attained if not deceased) the older of Normal Retirement Age or age 62.

 

If theQualified Joint and Survivor Annuity is waived, the spouse has the right tolimit consent only to a specific Beneficiary or a specific form of Benefit. Thespouse can relinquish one or both such rights. Such consent shall be made inwriting. The consent shall not be made more than 90 days before the AnnuityStarting Date.

 

If theQualified Preretirement Survivor Retirement Annuity is waived, the spouse hasthe right to limit consent only to a specific Beneficiary. Such consent shallbe

 

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in writing. Thespouse’s consent shall be witnessed by a Plan representative or notary public.The spouse’s consent must acknowledge the effect of the election, includingthat the spouse had the right to limit consent only to a specific Beneficiaryor a specific form of benefit, if applicable, and that the relinquishment ofone or both such rights was voluntary. Unless the consent of the spouseexpressly permits designations by the Participant without a requirement offurther consent by the spouse, the spouse’s consent must be limited to the formof benefit, if applicable, and the Beneficiary (including any ContingentAnnuitant), class of Beneficiaries, or contingent Beneficiary named in theelection.

 

Spousal consentis not required, however, if the Participant establishes to the satisfaction ofthe Plan representative that the consent of the spouse cannot be obtainedbecause there is no spouse or the spouse cannot be located. A spouse’s consentunder this paragraph shall not be valid with respect to any other spouse. AMember may revoke a prior election without the consent of the spouse. Any newelection will require a new spousal consent, unless the consent of the spouseexpressly permits such election by the Participant without further consent bythe spouse. A spouse’s consent may be revoked at any time within theParticipant’s election period.

 

**SECTION 6.05—NOTICE REQUIREMENTS.**

** **

(a)                                 Optional Forms of RetirementBenefit and Right to Defer.The Plan Administrator shall furnish to the Participant and the Participant’sspouse a written explanation of the optional forms of retirement benefit in theOPTIONAL FORMS OF DISTRIBUTION SECTION of this article, including materialfeatures and relative values of these options, in a manner that would satisfythe notice requirements of Code Section 417(a)(3) and the right of theParticipant and the Participant’s spouse to defer distribution until thebenefit is no longer immediately distributable.

 

The PlanAdministrator shall furnish the written explanation by a method reasonablycalculated to reach the attention of the Participant and the Participant’sspouse no less than 30 days and no more than 90 days before the AnnuityStarting Date.

 

The Participant(and spouse, if applicable) may waive the 30-day election period if thedistribution of the elected form of retirement benefit begins. morethan 7 days after the Plan Administrator provides the Participant (and spouse,if applicable) the written explanation provided that: (1) the Participant hasbeen provided with information that clearly indicates that the Participant hasat least 30 days to consider the decision of whether or not to elect adistribution and a particular distribution option, (2) the Participant ispermitted to revoke any affirmative distribution election at least until theAnnuity Starting Date or, if later, at any time prior to the expiration of the7-day period that begins the day after the explanation is provided to theParticipant, and (3) the Annuity Starting Date is a date after the date thatthe written explanation was provided to the Participant.

 

(b)                                 Qualified Joint and SurvivorAnnuity. ThePlan Administrator shall furnish to the Participant a written explanation ofthe following: the terms and conditions of the Qualified Joint and SurvivorAnnuity; the Participant’s right to make, and the effect of, an election towaive the Qualified Joint and Survivor Annuity; the rights of the Participant’sspouse; and the right to revoke an election and the effect of such arevocation.

 

The PlanAdministrator shall furnish the written explanation by a method reasonablycalculated to reach the attention of the Participant no less than 30 days andno more than 90 days before the Annuity Starting Date.

 

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The Participant(and spouse, if applicable) may waive the 30 day election period if thedistribution of the elected form of retirement benefit commences more than 7days after the Plan Administrator provides the Participant (and spouse, ifapplicable) the written explanation provided that: (1) the Participant has beenprovided with information that clearly indicates that the Participant has atleast 30 days to consider the decision of whether or not to elect adistribution and a particular distribution option, (2) the Participant ispermitted to revoke any affirmative distribution election at least until theAnnuity Starting Date or, if later, at any time prior to the expiration of the7-day period that begins the day after the explanation is provided to theParticipant, and (3) the Annuity Starting Date is a date after the date thatthe written explanation was provided to the Participant.

 

After thewritten explanation is given, a Participant or spouse may make written requestfor additional information. The written explanation must be personallydelivered or mailed (first class mail, postage prepaid) to the Participant orspouse within 30 days from the date of the written request. The PlanAdministrator does not need to comply with more than one such request by aParticipant or spouse.

 

The PlanAdministrator’s explanation shall be written in nontechnical language and willexplain the terms and conditions of the Qualified Joint and Survivor Annuityand the financial effect upon the Participant’s benefit (in terms of dollarsper benefit payment) of electing not to have benefits distributed in accordancewith the Qualified Joint and Survivor Annuity.

 

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**ARTICLE VII**DISTRIBUTION REQUIREMENTS

** **

**SECTION7.01**—APPLICATION.

** **

The optionalforms of distribution are only those provided in Article VI. An optional formof distribution shall not be permitted unless it meets the requirements of thisarticle.

 

**SECTION 7.02—DEFINITIONS.**

** **

For purposes of this article, the following terms aredefined:

 

**Designated Beneficiary**meansthe individual who is designated as the beneficiary under the Plan inaccordance with Code Section 401(a)(9) and the regulations thereunder.

 

**Distribution Calendar Year**meansa calendar year for which a minimum distribution is required. For distributionsbeginning before the Participant’s death, the first Distribution Calendar Yearis the calendar year immediately preceding the calendar year which contains theParticipant’s Required Beginning Date. For distributions beginning after theParticipant’s death, the first Distribution Calendar Year is the calendar yearin which distributions are required to begin pursuant to (e)****ofthe DISTRIBUTION REQUIREMENTS SECTION of this article.

 

**5-percent****Owner** means a 5-percent owner as defined in Code Section416. A Participant is treated as a 5-percent Owner for purposes of this articleif such Participant is a 5-percent Owner at any time during the Plan Yearending with or within the calendar year in which such owner attains age 70 1/2or any subsequent Plan Year.

 

Once distributions have begun to a 5-percent Ownerunder this article, they**mustcontinue to be distributed, even if the Participant ceases to be a 5-percentOwner in a subsequent year.

 

**Joint and Last Survivor Expectancy**meansjoint and last survivor expectancy computed using the expected return multiplesin Table VI of section 1.72-9 of the Income Tax Regulations.

 

Unless otherwise elected by the Participant (orspouse, in the case of distributions described in (e)(2)(ii) of theDISTRIBUTION REQUIREMENTS SECTION of this article) by the time distributionsare required to begin, life expectancies shall be recalculated annually. Suchelection shall be irrevocable as to the Participant (or spouse) and shall applyto all subsequent years. The life expectancy of a nonspouse Beneficiary may notbe recalculated.

 

**Life expectancy**means life expectancy computed by use of theexpected return multiples in Table V of section 1.72-9 of the Income TaxRegulations.

 

Unless otherwise elected by the Participant (orspouse, in the case of distributions described in (e)(2)(ii) of theDISTRIBUTION REQUIREMENTS SECTION of this article) by the time distributionsare required to begin, life expectancy shall be recalculated annually. Suchelection shall be irrevocable as to the Participant (or spouse) and shall applyto all subsequent years. The life expectancy of a nonspouse Beneficiary may notbe recalculated.

 

**Required Beginning Data**means, for any Participant who is a 5-percentOwner, the April 1 of the calendar year following the calendar year in which heattains age 70 1/2.

 

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**Required Beginning Date**means,for any Participant who is not a 5-percent Owner, the April 1 of the calendaryear following the later of the calendar year in which he attains age 70 1/2 orthe calendar year in which he retires.

 

The preretirement age 70 1/2 distribution option isonly eliminated with respect to Participants who reach age 70 1/2 in or after acalendar year that begins after the later of December 31, 1998, or the adoptiondate of the amendment which eliminated such option. The preretirement age 70 1/2distribution is an optional form of benefit under which benefits payable in aparticular distribution form (including any modifications that may be electedafter benefits begin) begin at a time during the period that begins on or afterJanuary 1 or the calendar year in which the Participant attains age 70 1/2 andends April 1 of the immediately following calendar year.

 

The options available for Participants who are not5-percent Owners and attained age 70 1/2 in calendar years before the calendaryear that begins after the later of December 31, 1998, or the adoption date ofthe amendment which eliminated the preretirement age 70 1/2 distribution shallbe the following. Any such Participant attaining age 70 1/2 in years after 1995may elect by April 1 of the calendar year following the calendar year in whichhe attained age 70 1/2 (or by December 31, 1997 in the case of a Participantattaining age 70 1/2 in 1996) to defer distributions until the calendar yearfollowing the calendar year in which he retires. Any such Participant attainingage 70 1/2 in years prior to 1997 may elect to stop distributions which are notpurchased annuities and recommence by the April 1 or the calendar yearfollowing the year in which he retires. There shall be a new Annuity StartingDate upon recommencement.

 

**SECTION 7.03—DISTRIBUTION REQUIREMENTS.**

** **

(a)                                 General Rules.

 

(1)                                 Subject to the AUTOMATIC FORMSOF DISTRIBUTION SECTION of Article VI, joint and survivor annuity requirements,the requirements of this article shall apply to any distribution of aParticipant’s interest and shall take precedence over any inconsistentprovisions of this Plan. Unless otherwise specified, the provisions of thisarticle apply to calendar years beginning after December 31, 1984.

 

(2)                                 All distributions required underthis article shall be determined and made in accordance with the proposedregulations under Code Section 401(a)(9), including the minimum distributionincidental benefit requirement of section 1.401(a)(9)-2 of the proposedregulations.

 

(3)                                 With respect to distributionsunder the Plan made on or after June 14, 2001, for calendar years beginning onor after January 1, 2001, the Plan will apply the minimum distributionrequirements of Code Section 401(a)(9) in accordance with the regulations underCode Section 401(a)(9) that were**proposed on January 17, 2001 (the 2001 ProposedRegulations), notwithstanding any provision of the Plan to the contrary. If thetotal amount of required minimum distributions made to a Participant for 2001prior to June 14, 2001, are equal to or greater than the amount of requiredminimum distributions determined under the 2001 Proposed Regulations, then noadditional distributions are required for such Participant for 2001 on or aftersuch date. If the total amount of required minimum distributions made to aParticipant for 2001 prior to June 14, 2001, are less than the amountdetermined under the 2001 Proposed Regulations, then the amount of requiredminimum distributions for 2001 on or after such date will be determined so thatthe total amount of required minimum distributions for 2001 is the amountdetermined under the 2001 Proposed Regulations. These provisions shall continuein effect until the last calendar year beginning before the effective date

 

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offinal regulations under Code Section 401(a)(9) or such other date as may bepublished by the Internal Revenue Service.

 

(b)                                 Required Beginning Date. The entire interest of aParticipant must be distributed or begin to be distributed no later than theParticipant’s Required Beginning Date.

 

(c)                                  Limits on Distribution Periods. As of the first DistributionCalendar Year, distributions, if not made in a single sum, may only be madeover one of the following periods (or combination thereof):

 

(1)                                 the life *of*theParticipant,

 

(2)                                 the life of the Participant anda Designated Beneficiary,

 

(3)                                 a period certain not extendingbeyond the Life Expectancy of the Participant, or

 

(4)                                 a period certain not extendingbeyond the Joint and Last Survivor Expectancy of the Participant and aDesignated Beneficiary.

 

(d)                                 Determination of Amount to beDistributed Each Year.

 

(1)                                 If the Participant’s interest isto be paid in the form of**annuitydistributions under the Plan, payment under the annuity shall satisfy thefollowing requirements:

 

(i)                                     the annuity distributions mustbe paid in periodic payments made at intervals not longer than one year;

 

(ii)                                  the distribution period must beover a life (or lives) or over a period certain not longer than a LifeExpectancy (or Joint and Last Survivor Expectancy) described in Code Section401(a)(9)(A)(ii) or Code Section 401(a)(9)(B)(iii), whichever is applicable;

 

(iii)                               the Life Expectancy (or Jointand Last Survivor Expectancy) for purposes of determining the period certainshall be determined without recalculation of Life Expectancy;

 

(iv)                              once payments have begun over aperiod certain, the period certain may not be lengthened even if the periodcertain is shorter than the maximum permitted;

 

(v)                                 payments must either benonincreasing or increase only as follows:

 

(A)                               with any percentage increase ina specified and generally recognized cost-of-living index;

 

(B)                               to the extent of the reductionto the amount of the Participant’s payments to provide for a survivor benefitupon death, but only if the Beneficiary whose life was being used to determinethe distribution period described in (c) above dies and the payments continueotherwise in accordance with (c) above over the life of the Participant;

 

(C)                               to provide cash refunds ofemployee contributions upon the Participant’s death; or

 

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(D)                               because of an increase inbenefits under the Plan.

 

(vi)                              If the annuity is a life annuity(or a life annuity with a period certain not exceeding 20 years), the amountwhich must be distributed on or before the Participant’s Required BeginningDate (or, in the case of distributions after the death of the Participant, thedate distributions are required to begin pursuant to (a) below) shall be thepayment which is required for one payment interval. The second payment need notbe made until the end of the next payment interval even if that paymentinterval ends in the next calendar year. Payment intervals are the period forwhich payments are received, e.g., bimonthly, monthly, semi-annually, orannually.

 

If the annuityis a period certain annuity without a life contingency (or is a life annuitywith a period certain exceeding 20 years) periodic payments for each DistributionCalendar Year shall be combined and treated as an annual amount. The amountwhich must be distributed by the Participant’s Required Beginning Date (or, inthe case of distributions after the death of the Participant, the datedistributions are required to begin pursuant to (e) below) is the annual amountfor the first Distribution Calendar Year. The annual amount for otherDistribution Calendar Years, including the annual amount for the calendar yearin which the Participant’s Required Beginning Date for the date distributionsare required to begin pursuant to (e) below) occurs, must be distributed on orbefore December 31 of the calendar year for which the distribution is required.

 

(2)                                 Annuities purchased afterDecember 31, 1988, are subject to the following additional conditions:

 

(i)                                     Unless the Participant’s spouseis the Designated Beneficiary, if the Participant’s interest is beingdistributed in the form of a period certain annuity without a life contingency,the period certain as of the beginning of the first Distribution Calendar Yearmay not exceed the applicable period determined using the table set forth inQ&A A-5 of section 1.401(a)(9)-2 of the proposed regulations.

 

(ii)                                  If the Participant’s interest isbeing distributed in the form of a joint and survivor annuity for the jointlives of the Participant and a nonspouse Beneficiary, annuity payments to bemade on or after the Participant’s Required Beginning Date to the DesignatedBeneficiary after the Participant’s death must not at any time exceed theapplicable percentage of the annuity payment for such period that would havebeen payable to the Participant using the table set forth in Q&A A-6 ofsection 1.401(a)(9)-2 of the proposed regulations.

 

(iii)                               Transitional rule. If paymentunder an annuity which complies with (1) above begins prior to January 1, 1989,the minimum distribution requirements in effect as of July 27, 1987, shallapply to distributions from this Plan, regardless of whether the annuity formof payment is irrevocable. This transitional rule also applies to deferredannuity contracts distributed to or owned by the employee prior to January 1,1989, unless additional contributions are made under the Plan by the Employerwith respect to such contract.

 

(iv)                              If the form of distribution isan annuity made in accordance with this (d), any additional benefits accruingto the Participant after his Required

 

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BeginningDate shall be distributed as a separate and identifiable component of theannuity beginning with the first payment interval ending in the calendar yearin which such amount accrues.

 

(v)                                 Any part of the Participant’sinterest which is in the form of an individual account shall be distributed ina manner satisfying the requirements of Code Section 401(a)(9) and the proposedregulations thereunder.

 

(e)                                  Death Distribution Provisions.

 

(1)                                 Distribution beginning beforedeath. If theParticipant dies after distribution of his interest has begun, the remainingportion of such interest will continue to be distributed at least as rapidly asunder the method of distribution being used prior to the Participant’s death.

 

(2)                                 Distribution beginning afterdeath.

 

(i)                                     If the Participant dies beforedistribution of his interest begins, distribution of the Participant’s entireinterest shall be completed by December 31 of the calendar year containing thefifth anniversary of the Participant’s death except to the extent that anelection is made to receive distributions in accordance with A or B below:

 

(A)                               If any portion of theParticipant’s interest is payable to a Designated Beneficiary, distributionsmay be made over the life or over a period certain not greater than the LifeExpectancy of the Designated Beneficiary commencing on or before December 31 ofthe calendar year immediately following the calendar year in which theParticipant died;

 

(B)                               If the Designated Beneficiary isthe Participant’s surviving spouse, the date distributions are required tobegin in accordance with Ii) above shall not be earlier than the later of:

 

1.                                      December31 of the calendar year immediately following the calendar year in which theParticipant died, or

 

2.                                      December31 of the calendar year in which the Participant would have attained age 701/2.

 

(ii)                                  If the Participant has not madean election pursuant to this (e)(2) by the time of his death, the Participant’sDesignated Beneficiary must elect the method of distribution no later than theearlier of:

 

(A)                               December 31 of the calendar yearin which distributions would be required to begin under this subparagraph, or

 

(B)                               December 31 of the calendar yearwhich contains the fifth anniversary of the date of death of the Participant.

 

(iii)                               If the Participant has noDesignated Beneficiary, or if the Designated Beneficiary does not elect amethod of distribution, distribution of the Participant’s entire interest mustbe completed by December 31 of the calendar year containing the fifthanniversary of the Participant’s death.

 

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(3)                                 For purposes of (e)(2) above, ifthe surviving spouse dies after the Participant, but before payments to suchspouse begin, the provisions of (e)(2) above, with the exception of(e)(2)(i)(B) therein, shall be applied as if the surviving spouse were theParticipant.

 

(4)                                 For purposes of this (e), anyamount paid to a child of the Participant will be treated as if it had beenpaid to the surviving spouse if the amount becomes payable to the survivingspouse when the child reaches the age of majority.

 

(5)                                 For purposes of this (e),distribution of a Participant’s interest is considered to begin on theParticipant’s Required Beginning Date (or, if (e)(3) above is applicable, thedate distribution is required to begin to the surviving spouse pursuant to (e)(2)above). If distribution in the form of an annuity irrevocably begins to theParticipant before the Required Beginning Date, the date distribution isconsidered to begin is the date distribution actually begins.

 

**SECTION 7.04—MINIMUM ACTUARIALINCREASE.**

** **

Except withrespect to all participants in a governmental or church plan, or a 5-percentowner in other plans, a Participant’s Accrued Benefit is actuarially increasedto take into account the period after age 70 1/2 in which the Employee does notreceive any benefits under the Plan. The actuarial increase begins on the April1 following the calendar year in which the Employee attains age 70 1/2 (January1, 1997, in the case of an Employee who attained age 70 1 /2 prior to 1996),and ends on the date on which benefits commence after retirement in an amountsufficient to satisfy Code Section 401(a)(9).

 

The amount ofthe actuarial increase payable as of the end of the period for actuarialincreases must be no less than the actuarial equivalent of the Employee’sretirement benefits that would have been payable as of the date the actuarialincrease must commence plus the actuarial equivalent of the additional benefitsaccrued after that date, reduced by the actuarial equivalent of anydistributions made after that date. Actuarial equivalent shall be based on themethod for adjusting benefits at Late Retirement Date as provided in the AMOUNTOF BENEFIT AT RETIREMENT SECTIONof Article IV. The actuarial increase is generally the same as,and not in addition to, the actuarial increase required for that same periodunder Code Section 411 to reflect the delay in payments after normalretirement, except that the actuarial increase required under Code Section401(a)(9)(C) must be provided even during the period during which an Employeeis not receiving benefits.

 

For purposesof Code Section 411(b)(1)(H), the actuarial increase will be treated as anadjustment attributable to the delay in distribution of benefits after theattainment *of*Normal Retirement Age. Accordingly, to theextent permitted under Code Section 411(b)(1)(H), the actuarial increaserequired under Code Section 401(a)(9)(C)(iii) may reduce the benefit accrualotherwise required under Code Section 411(b)(1)(H)(i), except that the rules onthe suspension of benefits are not applicable.

 

**SECTION 7.05—TRANSITIONAL RULE.**

** **

(a)                                 Notwithstanding the otherrequirements of this article and subject to the joint and survivor annuityrequirements of Article VI, distribution on behalf of any Participant,including a 5-percent Owner, may be made in accordance with all of thefollowing requirements (regardless of when such distribution begins):

 

(1)                                 The distribution by the Plan is one****whichwould not have disqualified such Plan under Code Section 401(a)(9) as in effectprior to amendment by the Deficit Reduction Act of 1984.

 

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(2)                                 The distribution is inaccordance with a method of distribution designated by the Participant whoseinterest in the Plan is being distributed or, if the Participant is deceased,by a Beneficiary of such Participant.

 

(3)                                 such designation was in writing,was signed by the Participant or the Beneficiary, and was made before January1, 1984.

 

(4)                                 The Participant had an accruedbenefit under the Plan as of December 31, 1983.

 

(5)                                 The method of distributiondesignated by the Participant or Beneficiary specifies the time at whichdistribution will begin, the period over which distributions will be made, andin the case of any distribution upon the Participant’s death, the Beneficiariesof the Participant listed in order of priority.

 

(b)                                 A distribution upon death willnot be covered by this transitional rule unless the information in thedesignation contains the required information described above with respect tothe distributions to be made upon the death of the Participant.

 

(c)                                  For any distribution whichbegins before January 1, 1984, but continues after December 31, 1983, theParticipant, or Beneficiary, to whom such distribution is being made, will bepresumed to have designated the method of distribution under which thedistribution is being made if the method of distribution is specified inwriting and the distribution satisfies the requirements in (a)(1) and (5)above.

 

(d)                                 If a designation is revoked, anysubsequent distribution must satisfy the requirements of Code Section 401(a)(9)and the proposed regulations thereunder. If a designation is revoked subsequentto the date distributions are required to begin, the Plan must distribute bythe end of the calendar year following the calendar year in which therevocation occurs, the total amount not yet distributed which would have beenrequired to have been distributed to satisfy Code Section 401(a)(9) and theproposed regulations thereunder, but for the section 242(b)(2) election. Forcalendar years beginning after December 31, 1988, such distributions must meetthe minimum distribution incidental benefit requirements in section1.401(a)(9)-2 of the proposed regulations. Any changes in the designation willbe considered to be a revocation of the designation. However, the meresubstitution or addition of another Beneficiary (one not named in thedesignation) under the designation will not be considered a revocation of thedesignation so long as such substitution or addition does not alter the periodover which distributions are to be made under the designation, directly orindirectly (for example, by altering the relevant measuring life). In the casein which an amount is transferred or rolled over from one plan to another plan,the rules in Q&A J-2 and Q&A J-3 of section 1.401(a)(9)-1 of theproposed regulations shall apply.

 

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**ARTICLE VIIITERMINATION OF PLAN**

** **

The Employerreserves the right to terminate the Plan in whole or in part at any time upongiving written notice to all parties concerned. The Pension Benefit GuarantyCorporation may also terminate the Plan according to the procedures underSection 4042 of ERISA.

 

An Employeewho is included in the group of Employees deemed to be affected by complete orpartial termination of the Plan shall be fully (100%) vested in his AccruedBenefit as of the date of such complete or partial termination. Upon completetermination of the Plan, no further Employees shall become Participants, and nofurther Contributions shall be made except as required by any governmentalagency to which the Plan’s termination is subject.

 

A Participant’srecourse towards satisfaction of his right to his nonforfeitable Accrued Benefitwill be limited to the Plan assets and the Pension Benefit GuarantyCorporation, allocated and applied as described in the following paragraph.

 

The assets ofthe Plan that are available to provide benefits shall be allocated and appliedas of the effective date of termination of the Plan according to theclassifications and order of precedence provided under Title IV of ERISA andunder any rules, regulations, interpretations or opinions implementing saidTitle IV.

 

No part of thePlan assets shall be paid to the Employer at any time, except that, after thesatisfaction of all liabilities under the Plan, any assets remaining shall bepaid to the Employer. No payment shall be made to the Employer if it wouldcontravene any provision of law.

 

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**ARTICLE IXADMINISTRATION OF PLAN**

** **

**SECTION 9.01—ADMINISTRATION.**

** **

Subject to theprovisions of this article, the Plan Administrator has complete control of theadministration of the Plan. The Plan Administrator has all the powers necessaryfor it to properly carry out its administrative duties. Not in limitation, butin amplification of the foregoing, the Plan Administrator has the power toconstrue the Plan, including ambiguous provisions, and to determine all questionsthat may arise under the Plan, including all questions relating to theeligibility of Employees to participate in the Plan and the amount of benefitto which any Participant, Beneficiary, spouse or Contingent Annuitant maybecome entitled. The Plan Administrator’s decisions upon all matters within thescope of its authority shall be final.

 

Unlessotherwise set out in the Plan or Annuity Contract, the Plan Administrator maydelegate recordkeeping and other duties which are necessary for theadministration of the Plan to any person or firm which agrees to accept suchduties. The Plan Administrator shall be entitled to rely upon all tables,valuations, certificates and reports furnished by the consultant or actuaryappointed by the Plan Administrator and upon all opinions given by any counselselected or approved by the Plan Administrator.

 

The PlanAdministrator shall receive all claims for benefits by Participants, formerParticipants, Beneficiaries, spouses, and Contingent Annuitants. The PlanAdministrator shall determine all facts necessary to establish the right of anyClaimant to benefits and the amount of those benefits under the provisions ofthe Plan. The Plan Administrator may establish rules and procedures to befollowed by Claimants in filing claims for benefits, in furnishing andverifying proofs necessary to determine age, and in any other matters requiredto administer the Plan.

 

**SECTION 9.02—EXPENSES.**

** **

Expenses ofthe Plan may be paid out of the assets of the Plan provided that such payment isconsistent with ERISA. Such expenses include, but are not limited to, expensesfor bonding required by ERISA; expenses for recordkeeping and otheradministrative services; fees and expenses of the Annuity Contract; expensesfor investment education service; and direct costs that the Employer incurswith respect to the Plan.

 

**SECTION 9.03—RECORDS.**

** **

All acts anddeterminations of the Plan Administrator may be duly recorded. All theserecords, together with other documents necessary for the administration of thePlan, shall be preserved in the Plan Administrator’s custody or at itsdirection.

 

Writing(handwriting, typing, printing), Photostatting, photographing, microfilming,magnetic impulse, mechanical or electrical recording or other forms of datacompilation shall be acceptable means of keeping records.

 

**SECTION 9.04—INFORMATION AVAILABLE.**

** **

AnyParticipant in the Plan or any Beneficiary may examine copies of the Plandescription, latest annual report, any bargaining agreement, this Plan, theAnnuity Contract or any other instrument under which the Plan was establishedor is operated. The Plan Administrator shall maintain all of the items listedin this section in its office, or in such other place or places as it maydesignate in order to comply with governmental regulations. These items may beexamined during reasonable business hours. Upon the written request of aParticipant or Beneficiary receiving benefits under the Plan, the PlanAdministrator will

 

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furnish himwith a copy of any of these items. The Plan Administrator may make a reasonablecharge to the requesting person for the copy.

 

**SECTION 9.05—CLAIM AND APPEALPROCEDURES.**

** **

A Claimantmust submit any required forms and pertinent information when making a claimfor benefits under the Plan.

 

If a claim forbenefits under the Plan is denied, the Plan Administrator shall provideadequate written notice to the Claimant whose claim for benefits under the Planhas been denied. Normally, the notice will be furnished within 90 days of thedate that the claim is received by the Plan Administrator. The Claimant shallbe notified in writing within this initial 90-day period if specialcircumstances require an extension of time needed to process the claim and thedate by which the Plan Administrator’s decision is expected to be rendered. Thewritten notice shall be furnished no later than 180 days after the date theclaim was received by the Plan Administrator.

 

The PlanAdministrator’s notice to the Claimant shall specify the reason for the denial;specify references to pertinent Plan provisions on which denial is based;describe any additional material and information needed for the Claimant toperfect his claim for benefits; explain why the material and information isneeded; inform the Claimant that any appeal he wishes to make must be inwriting to the Plan Administrator within 60 days after receipt of the PlanAdministrator’s notice of denial of benefits and that failure to make thewritten appeal within such 60-day period shall render the Plan Administrator’sdetermination of such denial final, binding and conclusive.

 

If theClaimant appeals to the Plan Administrator, the Claimant, or his authorizedrepresentative, may submit in writing whatever issues and comments theClaimant, or his representative, feels are pertinent. The Claimant, or hisauthorized representative may review pertinent Plan documents. The PlanAdministrator shall reexamine all facts related to the appeal and make a finaldetermination as to whether the denial of benefits is justified under thecircumstances. The Plan Administrator shall advise the Claimant of its decisionwithin 60 days of his written request for review, unless special circumstances(such as a hearing) would make rendering a decision within the 60-day limitunfeasible. The Claimant must be notified within the 60-day limit if anextension is necessary. The Plan Administrator shall render a decision on aclaim for benefits no later than 120 days after the request for review isreceived.

 

**SECTION 9.06—DELEGATION OF AUTHORITY.**

** **

All or anypart of the administrative duties and responsibilities under this article maybe delegated by the Plan Administrator to a retirement committee. The dutiesand responsibilities of the retirement committee shall be set out in a separatewritten agreement.

 

**SECTION 9.07—EXERCISE OF DISCRETIONARYAUTHORITY.**

** **

The Employer,Plan Administrator and any other person or entity who has authority withrespect to the management, administration or investment of the Plan mayexercise that authority in its full discretion, subject only to the dutiesimposed under ERISA. This discretionary authority includes, but is not limitedto, the authority to make any and all factual determinations and interpret allterms and provisions of the Plan documents relevant to the issue underconsideration. The exercise of authority will be binding upon all persons; willbe given deference in all courts of law to the greatest extent allowed underlaw; and will not be overturned or set aside by any court of law unless foundto be arbitrary and capricious or made in bad faith.

 

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**ARTICLE XGENERAL PROVISIONS**

** **

**SECTION 10.01—AMENDMENTS.**

** **

The Employermay amend this Plan at any time, including any remedial retroactive changes(within the time specified by Internal Revenue Service regulations) to complywith any law or regulation issued by any governmental agency to which the Planis subject. An amendment (including a change in the actuarial basis fordetermining optional or early retirement benefits) may not diminish oradversely affect any accrued interest or benefit of Participants or theirBeneficiaries nor allow reversion or diversion of Plan assets to the Employerat any time, except as may be required to comply with any law or regulationissued by any governmental agency to which the Plan is subject. However, aParticipant’s Accrued Benefit may be reduced to the extent permitted under CodeSection 412(c)(8). For purposes of this paragraph, a plan amendment which hasthe effect of (1) eliminating or reducing an early retirement benefit or aretirement-type subsidy, or (2) eliminating an optional form of benefit withrespect to benefits attributable to service before the amendment shall betreated as reducing accrued benefits. In the case of a retirement-type subsidy,the preceding sentence shall apply only with respect to a Participant whosatisfies (either before or after the amendment) the preamendment conditionsfor the subsidy. In general, a retirement-type subsidy is a subsidy thatcontinues after retirement, but does not include a qualified disabilitybenefit, a medical benefit, a social security supplement, a death benefit(including life insurance), or a plant shutdown benefit (that does not continueafter retirement age). Furthermore, if the vesting schedule of the Plan isamended, in the case of an Employee who is a Participant as of the later of thedate such amendment is adopted or the date it becomes effective, the nonforfeitablepercentage (determined as of such date) of such Employee’s right to hisemployer-derived Accrued Benefit shall not be less than the percentage computedunder the Plan without regard to such amendment.

 

If the AnnuityContract is amended to change the actuarial basis used to determine benefitspayable under the Plan and the amendment is subject to the contractholder’sdiscretion, any benefit payable on or after the effective date of suchamendment which is attributable to a Participant’s Accrued Benefit as of sucheffective date, shall not be less than the amount of benefit the Participantwould have received if the actuarial basis had not been changed.

 

No amendmentto the Plan shall be effective to eliminate or restrict an optional form ofbenefit with respect to benefits attributable to service before the amendmentexcept as provided in the MERGERS AND DIRECT TRANSFERS SECTION of this article.

 

An amendmentshall not decrease a Participant’s vested interest in the Plan. Ifan amendment to the Plan, or a deemed amendment in the case of a change intop-heavy status of the Plan as provided in the MODIFICATION OF VESTINGREQUIREMENTS SECTION of Article XI, changes the computation of the percentageused to determine that portion of a Participant’s Accrued Benefit attributableto Employer Contributions which is nonforfeitable (whether directly orindirectly), each Participant or former Participant

 

(a)                                 who has completed at least threeYears of Service on the date the election period described below ends (5 Yearsof Service if the Participant does not have at least 1 Hour-of-Service in aPlan Year beginning after December 31, 1988) and

 

(b)                                 whose nonforfeitable percentagewill be determined on any date after the date of the change 

 

may elect, during the election period, to have thenonforfeitable percentage of his Accrued Benefit that results from EmployerContributions determined without regard to the amendment. This election may notbe revoked. If after the Plan is changed, the Participant’s nonforfeitablepercentage will at all times be as great as it would have been if the changehad not been made, no election needs to be provided. The election period shallbegin no later than the date the Plan amendment is adopted, or deemed adoptedin

 

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the case of a change in the top-heavy status of thePlan, and end no earlier than the 60th day after the latest of the date theamendment is adopted (deemed adopted) or becomes effective, or the date theParticipant is issued written notice of the amendment (deemed amendment) by theEmployer or the Plan Administrator.

 

**SECTION 10.02—DIRECT ROLLOVERS.**

** **

This sectionapplies to distributions made on or after January 1, 1993. Notwithstanding anyprovision of the Plan to the contrary that would otherwise limit a Distributee’selection under this section, a Distributee may elect, at the time and in themanner prescribed by the Plan Administrator, to have any portion of an EligibleRollover Distribution paid in a Direct Rollover directly to an EligibleRetirement Plan specified by the Distributee.

 

**SECTION 10.03—MERGERS AND DIRECTTRANSFERS.**

** **

The Plan maynot be merged or consolidated with, nor have its assets or liabilitiestransferred to, any other retirement plan, unless each Participant in the planwould (if the plan then terminated) receive a benefit immediately after themerger, consolidation or transfer which is equal to or greater than the benefitthe Participant would have been entitled to receive immediately before themerger, consolidation or transfer (if this Plan had then terminated). TheEmployer may enter into merger agreements or direct transfer of assetsagreements with the employers under other retirement plans which arequalifiable under Code Section 401(a), including an elective transfer, and mayaccept the direct transfer of plan assets, or may transfer plan assets, as aparty to any such agreement.

 

The Plan mayaccept a direct transfer of plan assets on behalf of an Eligible Employee. Ifthe Eligible Employee is not an Active Participant when the transfer is made,the Eligible Employee shall be deemed to be an Active Participant only for thepurpose of investment and distribution of the transferred assets. He may notaccrue benefits until the time he meets all of the requirements to become anActive Participant. If he terminates employment prior to becoming an ActiveParticipant, his transferred assets may be distributed to him as if they wereemployer-derived accrued benefits.

 

Unless atransfer of assets to the Plan is an elective transfer, the Plan shall applythe optional forms of benefit protections described in the AMENDMENTS SECTIONof this article to all transferred assets. A transfer is elective if: (1) thetransfer is voluntary, under a fully informed election by the Participant; (2)the Participant has an alternative that retains his Code Section 411(d)(6)protected benefits (including an option to leave his benefit in the transferorplan, if that plan is not terminating); (3) if the transferor plan is subject toCode Sections 401(a)(11) and 417, the transfer satisfies the applicable spousalconsent requirements of the Code; (4) the notice requirements under CodeSection 417, requiring a written explanation with respect to an election not toreceive benefits in the form of a qualified joint and survivor annuity, are metwith respect to the Participant and spousal transfer election; (5) theParticipant has a right to immediate distribution from the transferor planunder provisions in the plan not inconsistent with Code Section 401(a); (6) thetransferred benefit is equal to the Participant’s entire nonforfeitable accruedbenefit under the transferor plan, calculated to be at least the greater of thesingle sum distribution provided by the transferor plan (if any) or the presentvalue of the Participant’s accrued benefit under the transferor plan payable atthe plan’s normal retirement age and calculated using an interest rate subjectto the restrictions of Code Section 417(e) and subject to the overalllimitations of Code Section 415; (7) the Participant has a 100% nonforfeitableinterest in the transferred benefit; and (8) the transfer otherwise satisfiesapplicable Treasury regulations.

 

A Participant’sprotected benefits may be eliminated upon transfer between qualified definedbenefit plans if the conditions in Q&A 3(b)(1) in section 1.411(d)-4 of theregulations are met. The transfer must meet all of the other applicablequalification requirements.

 

A Participant’sprotected benefits may be eliminated upon transfer between qualified plans(both defined benefit and defined contribution} if the conditions in Q&A3(c)(1) in section 1.411(d)-4 of the

 

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regulationsare met. Beginning January 1, 2002, if the Participant is eligible to receivean immediate distribution of his entire nonforfeitable accrued benefit in asingle sum distribution that would consist entirely of an eligible rolloverdistribution under Code Section 401(a)(31), such transfer will be accomplishedas a direct rollover under Code Section 401(a)(31). The rules applicable todistributions under the Plan would apply to the transfer, but the transferwould not be treated as a distribution for purposes of the minimum distributionrequirements of Code Section 401(a)(9).

 

**SECTION 10.04—PROVISIONS RELATING TOTHE INSURER.**

** **

Theobligations of an Insurer shall be governed solely by the provisions of theAnnuity Contract. The Insurer shall not be required to perform any act notprovided in or contrary to the provisions of the Annuity Contract. Each AnnuityContract when purchased shall comply with the Plan. See the CONSTRUCTIONSECTION of this article.

 

The Insurer isnot a party to the Plan, nor bound in any way by the Plan provisions. It shallnot be required to look to the terms of this Plan, nor to determine whether theEmployer, the Plan Administrator, or the Named Fiduciary have the authority toact in any particular manner or to make any contract or agreement.

 

Until noticeof any amendment or termination of this Plan has been received by the Insurerat its home office, the Insurer is and shall be fully protected in assumingthat the Plan has not been amended or terminated according to the latestinformation which it has received at its home office.

 

**SECTION 10.05—EMPLOYMENT STATUS.**

** **

Nothingcontained in this Plan gives an Employee the right to be retained in theEmployer’s employ or to interfere with the Employer’s right to discharge anyEmployee.

 

**SECTION 10.06—RIGHTS TO PLAN ASSETS.**

** **

An Employeeshall not have any right to or interest in any assets of the Plan upontermination of his employment or otherwise except as specifically providedunder this Plan, and then only to the extent of the benefits payable to suchEmployee according to the Plan provisions.

 

Any finalpayment or distribution to a Participant or his legal representative or to anyBeneficiaries, spouse or Contingent Annuitant of such Participant under thePlan provisions shall be in full satisfaction of all claims against the Plan,the Named Fiduciary, the Plan Administrator, the Insurer, and the Employerarising under or by virtue of the Plan.

 

**SECTION 10.07—BENEFICIARY.**

** **

EachParticipant may name a Beneficiary to receive any death benefit (other than anyincome payable to a Contingent Annuitant) that may arise out of hisparticipation in the Plan. The Participant may change his Beneficiary from timeto time. Unless a qualified election has been made, for purposes ofdistributing any death benefits before the Participant’s Retirement Date, theBeneficiary of a Participant who has a spouse who is entitled to a QualifiedPreretirement Survivor Annuity shall be the Participant’s spouse. TheParticipant’s Beneficiary designation and any change of Beneficiary shall besubject to the provisions of the ELECTION PROCEDURES SECTION of Article VI. Itis the responsibility of the Participant to give written notice to the Insurerof the name of the Beneficiary on a form furnished for that purpose.

 

With theEmployer’s consent, the Plan Administrator may maintain records of Beneficiarydesignations for Participants before their Retirement Dates. In that event, thewritten designations made by Participants shall be filed with the PlanAdministrator. If a Participant dies before his Retirement Date,

 

55

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the PlanAdministrator shall certify to the Insurer the Beneficiary designation on itsrecords for the Participant.

 

If there is noBeneficiary named or surviving when a Participant dies, the Participant’sBeneficiary shall be the Participant’s surviving spouse or where there is nosurviving spouse, the executor or administrator of the Participant’sestate.

 

**SECTION 10.08—NONALIENATION OFBENEFITS.**

** **

Benefitspayable under the Plan are not subject to the claims of any creditor of anyParticipant, Beneficiary, spouse or Contingent Annuitant. A Participant,Beneficiary, spouse or Contingent Annuitant does not have any rights toalienate, anticipate, commute, pledge, encumber or assign any of such benefits.The preceding sentences shall also apply to the creation, assignment, orrecognition of a right to any benefit payable with respect to a Participantaccording to a domestic relations order, unless such order is determined by thePlan Administrator to be a qualified domestic relations order, as defined inCode Section 414(p), or any domestic relations order entered before January 1,1985. An order may permit a distribution to the alternate payee prior to thetime the Participant has attained his earliest retirement age as referred to inCode Section 414(p) only if the Present Value of the alternate payee’s benefitis less than $5,000 or such larger amount as referred to in Section 10.11. Thepreceding sentences shall not apply to any offset of a Participant’s benefitsprovided under the Plan against an amount the Participant is required to paythe Plan with respect to a judgment, order, or decree issued, or a settlemententered into, on or after August 6, 1997, which meets the requirements of CodeSections 401(a)(13)(C) or (D).

 

**SECTION 10.09—CONSTRUCTION.**

** **

The validityof the Plan or any**ofits provisions is determined under and construed according to Federal law and,to the extent permissible, according to the laws of the state in which theEmployer has its principal office. In case any provision of this Plan is heldillegal or invalid for any reason, such determination shall not affect theremaining provisions of this Plan, and the Plan shall be construed and enforcedas if the illegal or invalid provision had never been included.

 

In the eventof any conflict between the provisions of the Plan and the terms of anycontract or policy issued hereunder, the provisions of the Plan control theoperation and administration of the Plan.

 

**SECTION 10.10—LEGAL ACTIONS.**

** **

No person employedby the Employer, no Participant, former Participant or their Beneficiaries orany other person having or claiming to have an interest in the Plan is entitledto any notice of process. A final judgment entered in any such action orproceeding shall be binding and conclusive on all persons having or claiming tohave an interest in the Plan.

 

**SECTION 10.11—SMALL AMOUNTS.**

** **

If consent ofthe Participant is not required for a benefit which is immediatelydistributable in the ELECTION PROCEDURES SECTION of Article VI, the PresentValue of the Participant’s entire Vested Accrued Benefit shall be paid in asingle sum as of the earliest of his Retirement Date, the date he dies, or thedate he ceases to be an Employee for any other reason (the date we provide noticeto the record keeper of the Plan of such event, if later). For purposes of thissection, if the Present Value of the Participant’s Vested Accrued Benefit iszero, the Participant shall be deemed to have received a distribution under thefirst sentence of this paragraph but for the fact that the Participant’sconsent was needed to distribute a benefit which is immediately distributable.If at a later time consent would not be needed to distribute a benefit which isimmediately distributable and such Participant has not again become anEmployee, such Vested Accrued Benefit shall be paid in a single sum. This is asmall amounts payment. Such small amounts payment shall result in all of aParticipant’s Accrued Benefit being

 

56

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disregardedand is in full settlement of all benefits otherwise payable. See the DISREGARDOF ACCRUED BENEFIT SECTION of**ArticleIV.

 

If consent ofthe Participant is not required for a benefit which is immediatelydistributable in the ELECTION PROCEDURES SECTION of**Article VI, the Present Value ofthe Qualified Preretirement Survivor Annuity death benefit derived from theParticipant’s Accrued Benefit shall be paid in a single sum as of the date theParticipant dies. This is a small amounts payment. Such small amounts paymentshall be made to the Participant’s spouse. Such small amounts payment is infull settlement of the death benefit otherwise payable.

 

No other smallamounts payments shall be made.

 

**SECTION 10.12—WORD USAGE.**

 

The masculinegender, where used in this Plan, shall include the feminine gender and thesingular words, as used in this Plan, may include the plural, unless thecontext indicates otherwise.

 

The words “in  writing” and “written”, where used in thisPlan, shall include any other forms, such as voice response or other electronicsystem, as permitted by any governmental agency to which the Plan is subject.

 

**SECTION 10.13—MILITARY SERVICE.**

 

Notwithstandingany provision of this Plan to the contrary, contributions, benefits and servicecredit with respect to qualified military service will be provided inaccordance with section 414(u) of the Internal Revenue Code.

 

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**ARTICLE XITOP-HEAVY PLAN REQUIREMENTS**

** **

**SECTION 11.01—APPLICATION.**

** **

The provisionsof this article shall supersede all other provisions in the Plan to thecontrary.

 

For thepurpose of applying the Top-heavy Plan requirements of this article, allmembers of the Controlled Group shall be treated as one Employer. The termEmployer as used in this article shall be deemed to include all members of theControlled Group unless the term as used clearly indicates only the Employer ismeant.

 

The accruedbenefit or account of a participant which results from deductible voluntarycontributions shall not be included for any purpose under this article.

 

The minimumvesting and benefit provisions of the MODIFICATION OF VESTING REQUIREMENTS and MODIFICATION OFACCRUED BENEFIT SECTIONS of this article shall not apply to any Employee who isincluded in a group of Employees covered by a collective bargaining agreementwhich the Secretary of Labor finds to be a collective bargaining agreementbetween employee representatives and one or more employers, including theEmployer, if there is evidence that retirement benefits were the subject ofgood faith bargaining between such representatives. For this purpose, the term “employeerepresentatives” does not include any organization more than half of whosemembers are employees who are owners, officers, or executives.

 

**SECTION 11.02—DEFINITIONS.**

** **

For purposesof this article, the following terms are defined:

 

**Accrued Benefit**means,as of any determination date, a participant’s accrued benefit (including thatbenefit, if any, derived from required participant contributions) under one ofthe Employer’s retirement plans on the latest valuation date. The AccruedBenefit of any Employee (other than a Key Employee) shall be determined underthe method which is used for accrual purposes for all plans of the Employer orif there is no one method which is used for all plans of the Employer, as ifsuch benefit accrued not more rapidly than the slowest accrual rate permittedunder Code Section 411(b)(1)(C).

 

**Aggregation Group**means

 

(a)                                 each of the Employer’sretirement plans in which a Key Employee is a participant during the Plan Yearcontaining the Determination Date (regardless of whether the plans haveterminated) or one of the four preceding Plan Years,

 

(b)                                 each of the Employer’s otherretirement plans which allows the plan(s) described in (a) above to meetthe nondiscrimination requirement of Code Section 401(a)(4) or the minimumcoverage requirement of Code Section 410, and

 

(c)                                  any of the Employer’s otherretirement plans not included in (a) or (b) above which the Employer desires toinclude as part of the Aggregation Group. Such a retirement plan shall beincluded only if the Aggregation Group would continue to satisfy therequirements of Code Section 401(a)(4) and Code Section 410.

 

The plans in (a) and (b) above constitute the “required”Aggregation Group. The plans in (a), (b) and (c) above constitute the “permissive”Aggregation Group.

 

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**Compensation**meanscompensation as defined in the BENEFIT LIMITATION SECTION of Article IV. Forpurposes of determining who is a Key Employee in years beginning before January 1,1998, Compensation shall include, in addition to compensation as defined in theBENEFIT LIMITATION SECTION of Article IV, elective contributions. Electivecontributions are amounts excludible from the gross income of the Employeeunder Code Sections 125, 402(e)(3), 402(h)(1)(B) or 403(b), and contributed bythe Employer, at the Employee’s election, to a Code Section 401(k) arrangement,a simplified employee pension, cafeteria plan or tax-sheltered annuity.Elective contributions also include amounts deferred under a Code Section 457plan maintained by the Employer.

 

**Compensation****Average** means the average of a Participant’s monthly Compensation(as defined in this section) for those five consecutive years (actual number ofyears in which he received Compensation, if fewer than five) which give thehighest average.

 

In determining such consecutive years, a year whichends in a Plan Year beginning before January 1, 1984, shall not be taken intoaccount. A year shall not be taken into account if it is not a top-heavy year.A year for which an Employee fails to be credited with a year of VestingService shall not be taken into account. Such a year shall be disregarded indetermining whether or not the years used for the Employee’sCompensation Average are consecutive.

 

**Determination Date** means as toany plan, for any Plan Year subsequent to the first Plan Year, the last day ofthe preceding Plan Year. For the first Plan Year of the Plan, it means the lastday of that year.

 

**Key****Employee**means any Employee or former Employee (and theBeneficiaries of such Employee) who at any time during the determination periodwas

 

(a)                                 an officer of the Employer ifsuch individual’s annual Compensation exceeds 50 percent of the dollarlimitation under Code Section 415(b)(1)(A);

 

(b)                                 an owner (or considered an ownerunder Code Section 318) of one of the ten largest interests in the Employer ifsuch individual’s annual Compensation exceeds 100 percent of the dollarlimitation under Code Section 415(c)(1)(A);

 

(c)                                  a 5-percent owner of theEmployer; or

 

(d)                                 a 1-percent owner of theEmployer who has annual Compensation of more than $150,000.

 

The determination period is the Plan Year containingthe Determination Date and the four preceding Plan Years.

 

The determination of who is a Key Employee shall bemade according to Code Section 416(i)(1) and the regulations thereunder.

 

**Non-key Employee**meansany Employee who is not a Key Employee.

 

**Present****Value** means the present value of a participant’s AccruedBenefit under a defined benefit plan. For purposes of establishing PresentValue to compute the Top-heavy Ratio, any benefit shall be discounted only for7.5% interest and mortality according to the 1971 Group Annuity Table (Male)without the 7% margin but with projection by Scale E from 1971 to the later of(a) 1974, or (b) the year determined by adding the age to 1920, and wherein forfemales the male age six years younger is used.

 

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**Top-heavy****Plan** means a plan which is a top-heavy plan for any PlanYear beginning after December 31, 1983. This Plan shall be top-heavy if any ofthe following conditions exist:

 

(a)                                 If the Top-heavy Ratio for thisPlan exceeds 60 percent and this Plan is not part of any required AggregationGroup or permissive Aggregation Group.

 

(b)                                 If this Plan is a part of arequired Aggregation Group, but not part of a permissive Aggregation Group, andthe Top-heavy Ratio for the required Aggregation Group exceeds 60 percent.

 

(c)                                  If this Plan is a part of arequired Aggregation Group and part of a permissive Aggregation Group and theTop-heavy Ratio for the permissive Aggregation Group exceeds 60 percent.

 

**Top-heavy Ratio** means

 

(a)                                 If the Employer maintains one ormore defined benefit plans and the Employer has not maintained any definedcontribution plan (including any simplified employee pension plan) which duringthe five-year period ending on the determination date has or has had accountbalances, the Top-heavy Ratio for this Plan alone or for the required orpermissive Aggregation Group as appropriate is a fraction, the numerator ofwhich is the sum of the Present Values of the Accrued Benefits of all KeyEmployees as of the Determination Date(s) (including any Accrued Benefitsdistributed in the five-year period ending on the Determination Date(s)), andthe denominator of which is the sum of all Present Values of Accrued Benefits(including any Accrued Benefits distributed in the five-year period ending onthe Distribution Date(s)), both computed in accordance with Code Section 416and the regulations thereunder. Both the numerator and denominator of theTop-heavy Ratio are increased to reflect any contribution not actually made asof the Determination Date, but which is required to be taken into account onthat date under Code Section 416 and the regulations thereunder.

 

(b)                                 If the Employer maintains one ormore defined benefit plans and the Employer maintains or has maintained one ormore defined contribution plans (including any simplified employee pensionplan) which during the five-year period ending on the determination dates hasor has had account balances, the Top-heavy Ratio for any required or permissiveAggregation Group as appropriate is a fraction, the numerator of which is thesum of the account balances under the aggregated defined contribution plan orplans of all Key Employees determined in accordance with (a) above**,**andthe Present Value of Accrued Benefits under the aggregated defined benefit planor plans for all Key Employees as of the Determination Date(s), and thedenominator of which is the sum of the account balances under the aggregateddefined contribution plan or plans for all participants, determined inaccordance with (a) above, and the Present Value of Accrued Benefits under thedefined benefit plan or plans for all participants as of the DeterminationDate(s), all determined in accordance with Code Section 416 and the regulationsthereunder. The Accrued Benefits under a defined benefit plan in both thenumerator and the denominator of the Top-heavy Ratio are increased for anydistribution of an Accrued Benefit made in the five-year period ending on thedetermination Date.

 

(c)                                  For purposes of (a) and (b)above, the value of account balances and the Present Value of Accrued Benefitswill be determined as of the most recent valuation date that falls within orends with the 12-month period ending on the determination date, except asprovided in Code Section 416 and the regulations thereunder for the first andsecond plan years of a defined benefit plan. The account balances and AccruedBenefits of a participant (1) who is not a Key Employee but who was a KeyEmployee in a prior year or (2) who has not been credited with at least anHour-of-Service with any employer maintaining the plan at any time during thefive-year period ending on the Determination

 

60

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Datewill be disregarded. The calculation of the Top-heavy Ratio and the extent towhich distributions, rollovers and transfers are taken into account will be inaccordance with Code Section 416 and the regulations thereunder. Deductibleparticipant contributions will riot be taken into account for purposes ofcomputing the Top-heavy Ratio. When aggregating plans, the value of accountbalances and Accrued Benefits will be calculated with reference to theDetermination Dates that fall within the same calendar year.

 

The AccruedBenefit of a participant other than a Key Employee shall be determined under(1) the method, if any, that uniformly applies for accrual purposes under alldefined benefit plans maintained by the Employer, or (2) if there is no suchmethod, as if such benefit accrued not more rapidly than the slowest accrualrate permitted under the fractional rule of Code Section 411(b}l1)(C).

 

Account, asused in this definition, means the value of an employee’s account under one ofthe Employer’s retirement plans on the latest Valuation Date. In the case of amoney purchase plan or target benefit plan, such value shall be adjusted toinclude any contributions made for or by the Employee after the Valuation Dateand on or before such Determination Date or due to be made as of suchDetermination Date but not yet forwarded to the Insurer or Trustee. In the caseof a profit sharing plan, such value shall be adjusted to include anycontributions made for or by the Employee after the Valuation Date and on orbefore such Determination Date. During the first Plan Year of any profitsharing plan, such adjustment in value shall include contributions made aftersuch Determination Date that are allocated as of a date in such Plan Year. Thenondeductible voluntary contributions which an Employee makes under a definedbenefit plan of the Employer shall be treated as if they were contributionsunder a separate defined contribution plan.

 

**Valuation****Date**means, as to this Plan, the valuation date used forcomputing plan costs for minimum funding purposes, regardless of whether or nota valuation is actually performed for a given year. This is the date as ofwhich account balances or Accrued Benefits are valued for purposes of theTop-heavy Ratio.

 

**SECTION 11.03—MODIFICATION OF VESTINGREQUIREMENTS.**

** **

If aParticipant’s Vesting Percentage determined under Article I is not as great ashis Vesting Percentage would be if it were determined under a schedulepermitted in Code Section 416, the following shall apply. During any Plan Yearin which the Plan is a Top-heavy Plan, the Participant’s Vesting Percentageshall be the greater of the Vesting Percentage determined under Article I orthe schedule below.

 

| **VESTING SERVICE  (whole years)** | ** ** | **NONFORFEITABLE  PERCENTAGE** |
|----------------------------------------------|------------|--------------------------------|
|                                         |       |                           |
| Less than 2                                  |       |                           | 0 |
| 2                                            |       |                           | 20 |
| 3                                            |       |                           | 40 |
| 4                                            |       |                           | 60 |
| 5 or more                                    |       |                           | 100 |

 

The scheduleabove shall not apply to Participants who are not credited with anHour-of-Service after the Plan first becomes a Top-heavy Plan. The VestingPercentage determined above applies to the portion of the Participant’s AccruedBenefit which is multiplied by a Vesting Percentage to determine his VestedAccrued Benefit including benefits accrued before the effective date of CodeSection 416 and benefits accrued before this Plan became a Top-heavy Plan.

 

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If, in a laterPlan Year, this Plan is not a Top-heavy Plan, a Participant’s VestingPercentage shall be determined under Article I. A Participant’s VestingPercentage determined under either Article I or the schedule above shall neverbe reduced and the election procedures of the AMENDMENTS SECTION of Article Xshall apply when changing to or from the schedule as though the automaticchange were the result of an amendment.

 

The part ofthe Participant’s Vested Accrued Benefit resulting from the minimum accruedbenefit pursuant to the MODIFICATION OF ACCRUED BENEFIT SECTION of this article(to the extent required to be nonforfeitable under code Section 416(b)) may notbe forfeited under Code Section 411(a)(3)(B) or 411(a)(3)(D).

 

**SECTION 11.04—MODIFICATION OF ACCRUEDBENEFIT.**

** **

During anyPlan Year in which this Plan is a Top-heavy Plan, the Employer shall make aminimum contribution as of the last day of the Plan Year for each Non-keyEmployee who is an Employee on the last day of the Plan Year and who was anActive Participant at any time during the Plan Year. A Non-key Employee is notrequired to have a minimum number of Hours-of-Service or minimum amount ofCompensation in order to be entitled to this minimum. A Non-key Employee who failsto be an Active Participant merely because his Compensation is less than astated amount or merely because of a failure to make mandatory participantcontributions or because he is not employed on the last day of the AccrualComputation Period, shall be treated as if he were an Active Participant. Theminimum is the lesser of (a) or (b) below:

 

(a)                                 The lesser of (1) or (2) below:

 

(1)                                 2 percent of his CompensationAverage multiplied by his Accrual Service, excluding any year of such servicewhich ends in a Plan Year beginning before January 1, 1984, or a year ofservice beginning in a Plan Year in which this Plan is not a Top-heavy Plan.For purposes of this paragraph, if Hours-of-Service are used to determineAccrual Service, (A) not more than 1,000 Hours-of-Service shall be required toearn a year of Accrual Service, (B) Accrual Service shall be taken into accountfor any accrual computation period all or part of which occurs within a PlanYear when this Plan is a Top-heavy Plan, and (C) no fractional parts of a yearof Accrual Service shall be taken into account.

 

(2)                                 20 percent of his CompensationAverage. 

 

Forpurposes of (1) and (2) above, Compensation shall be limited by Code Section401(a)(17).

 

(b)                                 Such person’s Accrued Benefiton, or adjusted to a straight life basis, provided by Employer Contributions asof the last day of such Plan Year, without regard to the adjustment for priordistributions.

 

If the Normal Form is other than a straight lifeannuity, the minimum amount of Accrued Benefit determined above shall beadjusted to the Normal Form Actuarial Equivalent. Such Actuarial Equivalentshall be determined as of the earliest Normal Retirement Age permitted underthis Plan for any Participant.

 

If, as of thelast day of any Plan Year in which the Plan is a Top-heavy Plan, such person’sAccrued Benefit provided by Employer Contributions under all the definedbenefit plans of the Employer is at least equal to the amount of his minimumdetermined above, the requirements of this section are satisfied, and noadditional amount of accrued benefit shall be required.

 

If a personwho is otherwise entitled to the minimum accrued benefit above is also coveredunder one or more defined contribution plans of the Employer which areTop-heavy Plans during that same Plan Year, the minimum benefits for him shallbe provided under this Plan.

 

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For purposesof this section, any employer contribution made according to a salary reductionor similar arrangement and employer contributions which are matchingcontributions, as defined in Code Section 401(m), shall not apply indetermining if the minimum contribution requirement has been met, but shallapply in determining the minimum contribution required.

 

The requirementsof this section shall be met without regard to any Social Security contributionor because the Non-key Employee would have received a lesser accrual becausethe Plan is integrated with Social Security.

 

**SECTION 11.05—MODIFICATION OF BENEFITLIMITATION.**

** **

This sectionshall cease to apply effective as of the first Limitation Year beginning on orafter January 1, 2000.

 

If theprovisions of subparagraph (e) of the BENEFIT LIMITATION SECTION of Article IVare applicable for any Limitation Year during which this Plan is a Top-heavyPlan, the benefit limitations shall be modified.  The definitions of Defined Benefit PlanFraction and Defined Contribution Plan Fraction in the BENEFIT LIMITATIONSECTION of Article IV shall be modified by substituting “100 percent” in lieuof “125 percent.” The optional denominator for determining the DefinedContribution Plan Fraction shall be modified by substituting “$41,500” in lieuof “$51,875.” In addition, an adjustment shall be made to the numerator of theDefined Contribution Plan Fraction. The adjustment is a reduction of thatnumerator similar to the modification of the Defined Contribution Plan Fractiondescribed in the BENEFIT LIMITATION SECTION of Article IV, and shall be madewith respect to the last Plan Year beginning before January 1, 1984.

 

Themodifications in the paragraph above shall not apply with respect to aParticipant so long as employer contributions, forfeitures or nondeductibleemployee contributions are not credited to his account under any of the Employer’sdefined contribution plans and benefits do not accrue for such Participantunder this or any of the Employer’s other defined benefit plan(s), until thesum of his Defined Contribution and Defined Benefit Plan Fractions is less than1.0.

 

The modificationof the benefit limitation shall not apply if both of the following requirementsare met:

 

(a)                                 This Plan would not be aTop-heavy Plan if “90 percent” were substituted for “60 percent” in thedefinition of Top-heavy Plan.

 

(b)                                 A Non-key Employee who iscovered only under a defined benefit plan of the Employer, accrues a minimumbenefit equal to the amount described in the MODIFICATION OF ACCRUED BENEFITSECTION of this article if the otherwise applicable percentage in (a)(1) wasincreased to 3 percent and the otherwise applicable percentage in (a)(2) wasincreased to 30 percent.

 

The account ofa Non-key Employee who is covered only under one or more defined contributionplans of the Employer, is credited with a minimum employer contribution orallocation under such plan(s) equal to 4 percent of the person’s Compensationfor each Plan Year in which the plan is a Top-heavy Plan.

 

If a Non-keyEmployee is covered under both defined contribution and defined benefit plansof the Employer, (1) a minimum accrued benefit for such person equal to theamount determined above for a person who is covered only under a definedbenefit plan is accrued in the defined benefit plan(s) or (2) a minimumcontribution or allocation equal to 7.5 percent of the person’s Compensationfor a Plan Year in which the plans are Top-heavy Plans will be credited to hisaccount under the defined contribution plans.

 

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By executingthis Plan, the Primary Employer acknowledges having counseled to the extentnecessary with selected legal and tax advisors regarding the Plan’s legal andtax implications.

 

Executed this 26thday of December, 2001.

 
|                                                                                                                                                   | AMERICAN MULTI-CINEMA, INC.       |
|--------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------|
|                                                                                                                                                   |                              |
|                                                                                                                                                   |                              |
|                                                                                                                                                   | By:                               | /s/ Keith P.  Wiedenkeller |   |
|                                                                                                                                                   |                              |
|                                                                                                                                                   |                              |
|                                                                                                                                                   | Vice President of Human Resources |   |
|                                                                                                                                                   | Title                             |   |
|                                                                                                                                                   |                              |   |
|                                                                                                                                                   | Defined Benefit Plan 8.0          |   |
|                                                                                                                                                   |                              |
|                                                                                                                                                   |                              |
| The Adopting Employer must  agree to participate in or adopt the Plan in writing. If this has not already  been done, it may be done by signing below. |
|                                                                                                                                                   |                              |
|                                                                                                                                                   | NATIONAL CINEMA NETWORK, INC.     |
|                                                                                                                                                   |                              |
|                                                                                                                                                   |                              |
|                                                                                                                                                   | By:                               | /s/ Authorized Signatory |   |
|                                                                                                                                                   |                              |
|                                                                                                                                                   | President                         |   |
|                                                                                                                                                   | Title                             |   |
|                                                                                                                                                   |                              |
|                                                                                                                                                   | December 26, 2001                 |   |
|                                                                                                                                                   | Date                              |   |
|                                                                                                                                                        |                                   |  |  |  |  |  |  |

 

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**AMENDMENT NO. 1DEFINED BENEFIT RETIREMENT INCOME PLANFOR CERTAIN EMPLOYEES OF AMERICAN MULTI-CINEMA, INC.**

** **

The Plan named abovegives the Employer theright to amend it at any time.According to that right, the Plan is amended effective April 1, 2002, asfollows:

 

By adding the following to the INTRODUCTION,immediately following the second paragraph:

 

GC Companies, Inc. (“GCC”) previously established theGC Companies, Inc. Retirement Plan (“GCC Plan”) on December 16, 1993.

 

The Primary Employer is of the opinion that the GCCPlan should be merged Into the Defined Benefit Retirement Income Plan forCertain Employees of American Multi-Cinema, Inc. Plan. Effective April 15,2002, the plans are merged and this document is in lieu of the prior documentsfor the GCC Plan.

 

By adding the following to the definition of **Accrual Service** in the DEFINITIONS SECTION of ArticleI, immediately following the “Serviceexcluded” modification:

 

Service before April 1, 2002, and after December 31,2001:

 

Service before April 1, 2002, and after December 31,2001, shall be included for an Employeewho was a former employee of GC Companies, Inc. in accordance with the following:

 

(1)                                 For such Employee whose Entry Date under the Plan is April 1, 2002, asspecified in the ACTIVE PARTICIPANT SECTION of Article II, in determining Hours-of-Service for the Accrual Computation Period ending December 31,2002, hours of service credited withGC Companies, Inc. from January1, 2002, through March 31, 2002, shall be included as Hours-of-Service with the Employer.

 

For such Employeewho is credited with1,000 Hours-of-Service for theAccrual Computation Period ending December 31, 2002, he shall be credited withthree-fourths (3/4) of a year of Accrual Service for such period.

 

By adding the following as the second paragraph of thedefinition of **Compensation** in the DEFINITIONS SECTION of ArticleI:

 

For an Employee who was a former employee of GCCompanies, Inc. (“GCC”) and whose Entry Dateunder the Plan is April 1, 2002, as specified in the ACTIVE PARTICIPANTSECTION of Article II, Compensation with GCC for the period January 1, 2002,through March 31, 2002, shall be included as Compensation with the Employer.

 

By adding the following to the ACTIVE PARTICIPANTSECTION of Article II:

 

Each Employee whowas (i) employed by GC Companies, Inc. on March 28, 2002, and (ii) who has an accrued benefit under, or who iseligible for, the GC Companies, Inc. Retirement Plan, and (iii) who is employedon March 29, 2002, by the Employer orAMC-GCT, Inc. shall be an Active Participant in the Plan on April 1, 2002. Thisdate is his Entry Date.

 

Any other employeeor former employee of GC Companies, Inc. who does not satisfy the criteria in thepreceding paragraph shall become an Active Participant on the earliestSemi-yearly Date

 

1

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on which he is an Eligible Employee and has met the eligibility requirements set forth above.This date is his Entry Date.

 

By striking the first paragraph of the ADOPTING EMPLOYERS - SINGLE PLAN SECTION of Article II and substitutingthe following:

 

Each of the ControlledGroup members listed below is an Adopting Employer. Each Adopting Employerlisted below participates with the Employer in this Plan. An Adopting Employer’sagreement to participate in this Plan shall be in writing.

 

By adding the following at the end of the ADOPTING EMPLOYERS — SINGLE PLAN SECTION of Article II:

 

**ADOPTING EMPLOYERS**

 
| **NAME**                       | ** ** | **DATE OF ADOPTION** |
|--------------------------------|------------|--------------------------------|
| ** **                     | ** ** | ** **                     |
| National  Cinema Network, Inc. | ** ** | **March  30, 1995**            |
| AMC-GCT,  Inc.                 |       | April  1, 2002                 |

 

This amendmentis made an integral part of the aforesaid Plan and is controlling overthe terms of said Plan with respect to the particular items addressed expresslyherein. All other provisions of the Plan remain unchanged and controlling.

 

Unless otherwise stated on any page of this amendment,eligibility for benefits and the amount of any benefits payable to or on behalfof an individual who is an Inactive Participanton the effective date(s) statedabove, shall be determined according tothe provisions of the aforesaid Planas in effect on the day before he became an Inactive Participant.

 

Signing this amendment, the Employer, as plan sponsor,has made the decision to adopt this plan amendment. The Employer is acting inreliance on its own discretion and on the legal and tax advice of its ownadvisors, and not that of any member ofthe Principal Financial Group or anyrepresentative of a member company ofthe Principal Financial Group.

 

Signed this       17thday of May, 2002.

 
|   | AMERICAN  MULTI-CINEMA, INC. |
|--------|------------------------------|
|   |                         |
|   | By:                          | /s/ Keith P.  Wiedenkeller |   |
|   |                         |
|   |                         |
|   |                         | Vice  President of Human Resources |   |
|   |                         | Title |
|        |                              |  |  |  |  |

 

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**AMENDMENT NO. 2DEFINED BENEFIT RETIREMENT INCOME PLANFOR CERTAIN EMPLOYEES OF AMERICAN MULTI-CINEMA, INC.**

** **

The Plan named above gives the Employer the right toamend it at any time. According to that right, the Plan is amended effectiveNovember 1, 2002 as follows:

 

By striking the fourth paragraph of the definition of **Compensation** from the DEFINITIONS SECTION of Article I and substituting thefollowing:

 

Notwithstanding any provision hereof to the contrary,Compensation shall exclude reimbursements or other expense allowances, fringebenefits (cash and noncash), moving expenses, deferred compensation (other thanelective contributions). amounts realized from the exercise of a non-qualifiedstock option, or from the sale, exchange or other disposition of stock acquiredunder a qualified stock option, or when restricted stock (or property) held byan employee either becomes freely transferable or no longer subject to asubstantial risk of forfeiture, and welfare benefits.

 

By striking the definition of **Eligible Employee** from the DEFINITIONS SECTION of Article 1 and substituting thefollowing:

 

**Eligible Employee**meansany Employee of the Employer who is not in one of the following employmentclassifications:

 

An Individual included In a unit of employees coveredby an agreement the Secretary of Labor finds to be a collective bargainingagreement between the Employer and employee representatives. If there isevidence that retirement benefits were the subject of good faith bargaining andprovided two percent or less of the Employees who are covered pursuant to thatagreement are “professional employees” as defined in section 1.410(b)-9 of theregulations. For this purpose, the term “employee representatives” does notinclude any organization more than half of whose members are Employees who areowners, officers, or executives of the Employer.

 

A nonresident alien, within the meaning of CodeSection 7701(b)(1)(B), who receives no earned income, within the meaning of CodeSection 911(d)(2), from the Employer which constitutes income from sourceswithin the United States, within the meaning of Code Section 861(a)(3), or whoreceives such earned income but it is all exempt from income tax in the UnitedStates under the terms of income tax convention.

 

A Leased Employee.

 

The term “Employee” also shall exclude (a) any personwho is performing services for the Employer or Adopting Employer pursuant to anagreement, contract, or arrangement under which such person is designated orclassified as an independent contractor, consultant, or any category orclassification other than an Employee, without regard to whether anydetermination by an agency, governmental or otherwise, or court concludes thatsuch classification or characterization was in error, and (b) any otherclassification or group of employees as may be determined from time to time bythe Employer to be ineligible to participate.

 

By striking the definition of **Predecessor Employer**from the DEFINITIONSSECTION of Article I and substituting the following:

 

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**Predecessor Employer**meansa firm of which the Employer was once a part (e.g., due to a spinoff or changeof corporate status) or a firm absorbed by the Employer because of a merger oracquisition (stock or asset, including a division or an operation of suchcompany), each as determined by the Employer in its sole discretion.

 

By striking the sixth paragraph of the definition of **Vesting Service**from the DEFINITIONS SECTIONof Article I and substituting the following:

 

Service with a Predecessor Employer which did notmaintain this Plan is included, to the extent determined by the Employer:

 

An Employee’s service with a Predecessor Employerwhich did not maintain this Plan shall be included as Vesting Service, to theextent determined by the Employer. This service excludes service performedwhile a proprietor or partner.

 

This amendment is made an integral part of theaforesaid Plan and is controlling over the terms of said Plan with respect tothe particular items addressed expressly herein. All other provisions of thePlan remain unchanged and controlling.

 

Unless otherwise stated on any page of this amendment,eligibility for benefits and the amount of any benefits payable to or on behalfof an Individual who is an Inactive Participant on the effective date(s) statedabove, shall be determined according to the provisions of the aforesaid Plan asin effect on the day before he became an Inactive Participant.

 

Signing this amendment, the Employer, as plan sponsor,has made the decision to adopt this plan amendment. The Employer is acting inreliance on its own discretion and on the legal and tax advice of its ownadvisors, and not that of any member of the Principal Financial Group or anyrepresentative of a member company of the Principal Financial Group.

 

Signed this 28th day of January, 2003

 
|   | AMERICAN  MULTI-CINEMA, INC. |
|--------|------------------------------|
|   |                         |   |   |
|   | By:                          | /s/ Keith P.  Wiedenkeller |   |
|   |                         |   |   |
|   |                         |   |   |
|   |                         | SVP of Human  Resources |   |
|   |                         | Title |   |

 

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**AMENDMENT NO. 3DEFINED BENEFIT RETIREMENT INCOME PLAN****FOR CERTAIN EMPLOYEESOF AMERICAN MULTI-CINEMA, INC.**

** **

The Plan named above gives the Employer the right toamend it at any time. According to that right, the Plan is amended effectiveJanuary 1, 2005, as follows:

 

By striking the second paragraph of**subparagraph (a) in the **OPTIONAL FORMS****OF****DISTRIBUTION SECTION**of Article VIand****substitutingthe following:

 

Only as to a benefit accrued prior to January 1, 2005,the Participant may elect to receive a single-sum payment in lieu of all otherbenefits under this Plan. This single-sum payment shall be equal to the PresentValue of the retirement benefit which would have been payable****to suchParticipant on his Retirement Date on the Normal Form of distribution. TheParticipant may also elect to have this amount segregated from the other Planfunds and the segregated amount paid to him under a full flexibility option.The segregated amount will remain a part of the plan, but (subject to thebenefit limitations of the BENEFIT LIMITATION SECTION of Article IV) it aloneshall share in any income earned and it alone shall bear any expense or loss itincurs. The full flexibility option is an optional form of benefit under which theParticipant receives a distribution each calendar year, beginning with thecalendar year in which his Annuity Starting Date occurs. The Participant mayelect the amount to be distributed each year (not less than $1,000). The amountpayable in his first Distribution Calendar Year, as defined in the DEFINITIONSSECTION of Article VII, must satisfy the minimum distribution requirements ofArticle VII for such year. Distributions for later Distribution Calendar Yearsmust satisfy the minimum distribution requirements of Article VII for suchyears. If the Participant’s Annuity Starting Date does not occur until hissecond Distribution Calendar Year, the amount payable for such year must satisfy the minimum distributionrequirements of Article VII for both the first and second Distribution CalendarYears. Any single-sum payment shall be subject to the provisions of theTEMPORARY LIMITATION OF BENEFITS SECTION of Article IV. No benefit accruedafter December 31, 2004 shall be payablein a single sum except as provided below.

 

On and after January 1, 2005, if the monthly benefitpayable to the Participant, that is accrued on and after such date, is $35 orless and is not distributable in accordance with the SMALL AMOUNTS SECTION of ArticleX, such Participant may elect toreceive a single-sum payment inlieu of allother benefits under this plan. This single-sum payment shall be equal to thePresent Value of the retirement benefit which would have been payable to suchParticipant on his Retirement Date on the Normal Form of distribution. Anysingle-sum payment shall be subject to the provisions of the TEMPORARYLIMITATION OF BENEFITS SECTION of Article IV. If such Participant does notelect to receive a single-sum payment, the Participant’s Normal Form oroptional form of retirement benefit will be paid annually, in a single payment,each year.

 

By striking subparagraph (b) in the **OPTIONAL FORMS OF DISTRIBUTION SECTION** of Article VI andsubstituting the following:

 

(b)                                 DeathBenefits. The optional forms of death benefit are a single-sum payment (as applicable in (a) above) and any annuity that is an optional form of retirement benefit,or any combination thereof. However, the full flexibility option shall not beavailable if the Beneficiary is not the spouse of the deceased Participant.

 

This amendment is made an integral part of the aforesaid Plan and is controlling overthe terms of said Plan with respect to the particular items addressed expresslyherein. All other provisions of the Plan remain unchanged and controlling.

 

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Unless otherwise stated on any page of this amendment,eligibility for benefits and the amount of any benefits payable to or on behalfof an individual who is an Inactive Participant on the effective date(s) statedabove, shall be determinedaccording to the provisions of the aforesaid Plan as in effect on the daybefore he became an Inactive Participant.

 

Signing this amendment, the Employer, as plan sponsor,has made the decision to adopt this plan amendment. The Employer is acting inreliance on its own discretion and on the legal and tax advice of its ownadvisors, and not that of any member of the Principal Financial Group or any representative of a member company of the Principal Financial Group.

 

Signed this 6th day of December 2004

 
|   | AMERICAN  MULTI-CINEMA, INC. |
|--------|------------------------------|
|   |                         |   |   |
|   | By:                          | /s/ Keith P.  Wiedenkeller |   |
|   |                         |   |   |
|   |                         |   |   |
|   |                         | SVP of Human  Resources |   |
|   |                         | Title |   |

 

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**EXHIBIT B**

** **

**AMENDMENT NO. 4DEFINED BENEFIT RETIREMENT INCOME PLAN FORCERTAIN EMPLOYEES OF AMERICAN MULTI-CINEMA, INC.**

** **

The Plan named above gives the Employer the right toamend it at any time. According to that right, the Plan is amended effective as of the closing ofthe merger of Loews Cineplex Entertainment Corporation into the Employer (or anaffiliated entity) scheduled for January 26, 2006, as follows:

 

By adding thefollowing as the first modification in the definition of **Eligibility Service** inthe DEFINITIONS SECTION of Article I:

 

Service excluded:

 

Notwithstanding the rule below regarding service witha Predecessor Employer, anyservice at any time with Loews Cineplex Entertainment Corporation is excluded.

 

By adding the following tothe “Service excluded” modification inthe definition of **Vesting Service** in the DEFINITIONS SECTION of ArticleI:

 

Notwithstanding the rule below regarding service with a Predecessor Employer, any service atany time with Loews Cineplex Entertainment Corporation is excluded.

 

This amendmentis made an integral partof the aforesaid Plan and iscontrolling over the terms of saidPlan with respect to the particular items addressed expressly herein. All other provisions of the Planremain unchanged and controlling.

 

Unless otherwise stated on any page of this amendment,eligibility for benefits and the amount of any benefits payable to or on behalf of an individual who is anInactive Participant on the effective date(s) stated above, shall be determined according to theprovisions of the aforesaid Plan asin effect on the day before he became an Inactive Participant.

 

Signing this amendment, the Employer, as plan sponsor,has made the decision to adopt this plan amendment. The Employer is acting inreliance on its own discretion and on the legal and tax advice of its own advisors, and not that of any member of the PrincipalFinancial Group or any representative of a member company of the PrincipalFinancial Group.

 

Signed this 8th day of February 2006

 

 
|   | AMERICAN  MULTI-CINEMA, INC. |
|--------|------------------------------|
|   |                         |   |   |
|   | By:                          | /s/ Keith P.  Wiedenkeller |   |
|   |                         |   |   |
|   |                         |   |   |
|   |                         | SVP of Human  Resources |   |
|   |                         | Title |   |

 

1

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**AMENDMENT NO. 5DEFINED BENEFIT RETIREMENT INCOME PLAN FOR CERTAINEMPLOYEES OF AMERICAN MULTI-CINEMA, INC.**

** **

Section 10.01of the Defined Benefit Retirement Income Plan for Certain Employees of AmericanMulti-Cinema, Inc. (the “Plan”) authorizes the Employer to amend the Plan fromtime to time. In furtherance of that authority. the Board of Directors of theEmployer, at its meeting on September 20, 2006, elected to “freeze” the Plan,effective December 31, 2006 (the “Effective Date”), and to cease all furtherbenefit accruals under the Plan after the Effective Date.

 

This AmendmentNo. 5 is to implement the foregoing action and hereby amends the Plan as follows:

 

1.                                      The“Introduction” to the Plan is hereby amended by the addition of the following,as the last paragraph thereof:

 

Effective December 31, 2006, the Plan is “frozen” andno additional benefits shall accrue under the Plan thereafter. This actionshall not constitute, and shall not be deemed to be, a termination of the Plan.

 

2.                                      UnderSection 1.02 - Definitions, the definition of “Accrual Computation Period” ishereby amended by the addition of the following as the last sentence thereof:

 

The Plan Year ending December 31, 2006 shall be thefinal Accrual Computation Period taken intoaccount under the Plan.

 

3.                                      UnderSection 1.02 - Definitions, the definition of “Accrual Service” is herebyamended by the addition of the following as the last sentence thereof:

 

The final year of Accrual Service shall be the 2006Plan Year.

 

4.                                      UnderSection 1.02 - Definitions, the definition of “Accrued Benefit” is herebyamended by the addition of the following as the last sentence thereof:

 

No Participant’s Accrued Benefit, if any, shall becalculated as of any date after December 31, 2006.

 

5.                                      UnderSection 1.02 - Definitions, the definition of “Average Compensation” is herebyamended by the addition of the following as the last sentence thereof:

 

The calculation of Average Compensation shall notinclude any Compensation Years beginning after December 31, 2006.

 

6.                                      UnderSection 1.02 - Definitions, the definition of “Compensation” is hereby amendedby the addition of the following as the last two sentences thereof:

 

No Compensation earned after December 31, 2006 shallbe included for any purpose.  No “cost-of-living”adjustment(s) under Code Sections 415(d) or 40I(a)(17)(B), for any periodending after December 31, 2006, shall be taken into account for any purpose.

 

7.                                      UnderSection 1.02 - Definitions, the definition of “Compensation Year” is herebyamended by the addition of the following as the last sentence thereof:

 

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The 12-month period ending December 31, 2006 shall bethe final Compensation Year.

 

8.                                      UnderSection 1.02 - Definitions, the definition of “Covered Compensation” is herebyamended by the addition of the following as the last sentence thereof:

 

Notwithstanding any provision hereof to the contrary,the 2006 Plan Year shall be the final Plan Year used in calculating CoveredCompensation.

 

9.                                      UnderSection 1.02 - Definitions, the definition of “Eligibility Computation Period”is hereby amended by the addition of the following as the last sentencethereof:

 

The 12-month period beginning January 1, 2006 andending December 31, 2006 shall be the final Eligibility Computation Period.

 

10.                               UnderSection 1.02 - Definitions, the definition of “Taxable Wage Base” is herebyamended by the addition of the following as the last sentence thereof:

 

No Plan Year beginning after December 31, 2006 shallbe used in determining the Taxable Wage Base.

 

11.                               UnderSection 1.02 - Definitions, the definition of “Vesting Service” is herebyamended by the addition of the following as the last sentence thereof:

 

Notwithstanding any provision of this Amendment No. 5to the contrary, an Employee who is a Participant as of December 31, 2006 maycontinue to earn Vesting Service and earn a Vested Percentage based on a Yearor Years of Service, if any, earned after December 31, 2006 under the terms ofthe Plan.

 

12.                               Section2.01 - Active Participant of Article II is hereby amended by the addition ofthe following as the last sentence thereof:

 

No Employee or Eligible Employee shall become anActive Participant (i.e., begin active participation in the Plan) and noInactive Participant or former Participant shall again become an ActiveParticipant, after December 31, 2006.

 

All provisionsof the Plan not amended by this Amendment No. 5 and not inconsistent with thecessation of all further increase in benefits under the Plan after December 31,2006 shall remain unchanged and controlling.

 

Signed this20th day of December 2006.

 
|   | AMERICAN  MULTI-CINEMA, INC. |
|--------|------------------------------|
|   |                         |   |   |
|   | By:                          | /s/ Keith P.  Wiedenkeller |   |
|   |                         | Keith P.  Wiedenkeller |   |
|   |                         | SVP of Human  Resources |   |

 

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