**Exhibit 10.44**

 

PROFIT-SHARING/401(K) PLAN

 

FOR EMPLOYEES OF

 

ROCKWOOD SPECIALTIES INC.

 

As Amended and Restated Effective as of January 1, 2008

 

(Except as otherwise Provided)

 

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**TABLE OF CONTENTS**

** **
|                       |                                        | **Page**   |
|----------------------------|---------------------------------------------|------------|
|                       |                                        |       |
| **INTRODUCTION**           | **1**                                       |
|                       |                                        | ** ** |
| **ARTICLE  I DEFINITIONS** | **2**                                       |
| 1.1                        | Account                                     | 2          |
| 1.2                        | Account Balance                             | 2          |
| 1.3                        | Actual Deferral  Percentage                 | 2          |
| 1.4                        | Administrative  Committee                   | 2          |
| 1.5                        | Affiliate                                   | 2          |
| 1.6                        | Annuity Contract                            | 2          |
| 1.7                        | Average Actual  Deferral Percentage         | 3          |
| 1.8                        | Average  Contribution Percentage            | 3          |
| 1.9                        | Beneficiary                                 | 3          |
| 1.10                       | Benefit  Commencement Date                  | 3          |
| 1.11                       | Break-in-Service                            | 3          |
| 1.12                       | Change Date                                 | 4          |
| 1.13                       | Code                                        | 4          |
| 1.14                       | Company                                     | 4          |
| 1.15                       | Compensation                                | 4          |
| 1.16                       | Contribution  Percentage                    | 5          |
| 1.17                       | Defined Benefit  Plan                       | 5          |
| 1.18                       | Defined  Contribution Plan                  | 6          |
| 1.19                       | Disability                                  | 6          |
| 1.20                       | Effective Date                              | 6          |
| 1.21                       | Elective  401(k) Deferrals             | 6          |
| 1.22                       | Eligible  Employee                          | 6          |
| 1.23                       | Eligible  Participant                       | 6          |
| 1.24                       | Employee                                    | 7          |
| 1.25                       | Employer                                    | 7          |
| 1.26                       | Employer-Derived  Account Balance           | 7          |
| 1.27                       | Employer  Matching Contributions            | 7          |
| 1.28                       | Employer  Matching Contributions Subaccount | 7          |
| 1.29                       | Employment                                  | 7          |
| 1.30                       | Employment  Commencement Date               | 7          |
| 1.31                       | Entry Date                                  | 7          |
| 1.32                       | ERISA                                       | 7          |
| 1.33                       | Excess Aggregate  Contributions             | 7          |
| 1.34                       | Excess  Contributions                       | 7          |
| 1.35                       | Excess Deferral                             | 8          |

 

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| 1.36                           | 401(k) Election                        | 8      |
|--------------------------------|---------------------------------------------|--------|
| 1.37                           | 401(k) Subaccount                      | 8      |
| 1.38                           | Highly  Compensated Employee                | 8      |
| 1.39                           | Hour of Service                             | 8      |
| 1.40                           | Investment Fund                             | 9      |
| 1.41                           | Investment  Manager                         | 9      |
| 1.42                           | Leased Employee                             | 9      |
| 1.43                           | Leave of Absence                            | 10     |
| 1.44                           | Non-Highly  Compensated Employee            | 10     |
| 1.45                           | Normal  Retirement Age                      | 10     |
| 1.46                           | Participant                                 | 10     |
| 1.47                           | Participating  Affiliate                    | 10     |
| 1.48                           | Period of  Service                          | 10     |
| 1.49                           | Period of  Severance                        | 10     |
| 1.50                           | Plan                                        | 10     |
| 1.51                           | Plan Year                                   | 10     |
| 1.52                           | Primary Employee                            | 10     |
| 1.53                           | Profit-Sharing  Contribution                | 10     |
| 1.54                           | Profit-Sharing  Contributions Subaccount    | 10     |
| 1.55                           | Reduction in  Force                         | 10     |
| 1.56                           | Rollover  Contribution                      | 10     |
| 1.57                           | Rollover  Contributions Subaccount          | 11     |
| 1.58                           | Seconded  Employee                          | 11     |
| 1.59                           | Severance from  Service Date                | 11     |
| 1.60                           | Spousal Consent                             | 11     |
| 1.61                           | Spouse                                      | 11     |
| 1.62                           | Surviving Spouse                            | 11     |
| 1.63                           | Termination of Employment                   | 11     |
| 1.64                           | Trust                                       | 11     |
| 1.65                           | Trust Agreement                             | 11     |
| 1.66                           | Trustee                                     | 11     |
| 1.67                           | Valuation Date                              | 12     |
| 1.68                           | Vesting Service                             | 12     |
| 1.69                           | Year of Service                             | 12     |
|                           |                                        |   |
| **ARTICLE  II PARTICIPATION**  | **13**                                      |
| 2.1                            | Admission as a  Participant                 | 13     |
| 2.2                            | Rehired  Employees                          | 13     |
| 2.3                            | Termination of  Participation               | 14     |
| 2.4                            | Rollover  Membership                        | 14     |
|                           |                                        |   |
| **ARTICLE  III CONTRIBUTIONS** | **15**                                      |
| 3.1                            | Employer  Contributions                     | 15     |
| 3.2                            | After-Tax  Contributions                    | 18     |
| 3.3                            | Elective  401(k) Deferral Limitations  | 18     |
| 3.4                            | Employer  Matching Contribution Limitations | 21     |

 

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| 3.5                                                            | Rollover  Contributions                                          | 23     |
|----------------------------------------------------------------|------------------------------------------------------------------|--------|
| 3.6                                                            | Timing of  Contributions                                         | 23     |
| 3.7                                                            | Forfeitures                                                      | 24     |
| 3.8                                                            | Limitation on  Allocations                                       | 24     |
| 3.9                                                            | [Reserved]                                                       | 27     |
| 3.10                                                           | Return of  Employer Contributions Under Special Circumstances    | 27     |
| 3.11                                                           | Profits Not  Required                                            | 27     |
| 3.12                                                           | Contributions  Conditioned on Deductibility                      | 27     |
|                                                           |                                                             |   |
| **ARTICLE  IV ACCOUNTS, INVESTMENTS AND ALLOCATIONS**          | **28**                                                           |
| 4.1                                                            | Establishment of  Participant Accounts                           | 28     |
| 4.2                                                            | Investment of  Funds                                             | 28     |
| 4.3                                                            | Allocation of  Earnings to Accounts                              | 28     |
| 4.4                                                            | Allocation  Report                                               | 29     |
| 4.5                                                            | Allocation  Corrections                                          | 29     |
|                                                           |                                                             |   |
| **ARTICLE  V VESTING AND TOP-HEAVY PROVISIONS**                | **30**                                                           |
| 5.1                                                            | Determination of  Vesting                                        | 30     |
| 5.2                                                            | Rules for  Crediting Vesting Service                        | 30     |
| 5.3                                                            | Rules for  Crediting Service Upon Termination of Employment | 31     |
| 5.4                                                            | Top-Heavy Provisions                                             | 32     |
|                                                           |                                                             |   |
| **ARTICLE  VI AMOUNT AND PAYMENT OF BENEFITS TO PARTICIPANTS** | **36**                                                           |
| 6.1                                                            | Termination of  Employment                                       | 36     |
| 6.2                                                            | In-Service  Distributions                                        | 37     |
| 6.3                                                            | Loans                                                            | 38     |
| 6.4                                                            | Minimum Required  Distributions                                  | 40     |
|                                                           |                                                             |   |
| **ARTICLE  VII FORMS OF PAYMENT OF ACCOUNTS**                  | **45**                                                           |
| 7.1                                                            | Methods of  Distribution                                         | 45     |
| 7.2                                                            | Election of  Optional Forms                                      | 45     |
| 7.3                                                            | Direct Rollovers                                                 | 45     |
|                                                           |                                                             |   |
| **ARTICLE  VIII DEATH BENEFITS**                               | **47**                                                           |
| 8.1                                                            | Payment of  Account Balances                                     | 47     |
| 8.2                                                            | Beneficiary                                                      | 47     |
| 8.3                                                            | Required  Commencement                                           | 47     |
|                                                           |                                                             |   |
| **ARTICLE  IX FIDUCIARIES**                                    | **48**                                                           |
| 9.1                                                            | Named  Fiduciaries                                               | 48     |
| 9.2                                                            | Employment of  Advisers                                          | 48     |
| 9.3                                                            | Multiple  Fiduciary Capacities                                   | 48     |
| 9.4                                                            | Payment of  Expenses                                             | 48     |
| 9.5                                                            | Indemnification                                                  | 48     |
|                                                           |                                                             |   |
| **ARTICLE  X TRUSTEE AND TRUST FUND**                          | **50**                                                           |

 

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| 10.1                                                               | Establishment of  Trust                                  | 50     |
|--------------------------------------------------------------------|----------------------------------------------------------|--------|
| 10.2                                                               | Powers and  Duties of the Trustee                        | 50     |
| 10.3                                                               | Exclusive  Benefit                                       | 50     |
| 10.4                                                               | Delegation of  Responsibility                            | 50     |
|                                                               |                                                     |   |
| **ARTICLE  XI PLAN ADMINISTRATION**                                | **51**                                                   |
| 11.1                                                               | The  Administrative Committee                            | 51     |
| 11.2                                                               | Administrative  Committee Powers and Duties              | 51     |
| 11.3                                                               | Claims Procedure                                         | 52     |
| 11.4                                                               | Delegation of  Responsibility                            | 54     |
|                                                               |                                                     |   |
| **ARTICLE  XII MANAGEMENT, CONTROL AND INVESTMENT OF PLAN ASSETS** | **55**                                                   |
| 12.1                                                               | Investment Funds                                         | 55     |
| 12.2                                                               | Valuation of  Accounts                                   | 55     |
| 12.3                                                               | Investment in  Insurance Contract                        | 55     |
| 12.4                                                               | The Investment  Manager                                  | 55     |
| 12.5                                                               | Compensation                                             | 56     |
|                                                               |                                                     |   |
| **ARTICLE  XIII PLAN AMENDMENT OR TERMINATION**                    | **57**                                                   |
| 13.1                                                               | Plan Amendment                                           | 57     |
| 13.2                                                               | Limitations of  Plan Amendment                           | 57     |
| 13.3                                                               | Right of the  Company to Terminate Plan                  | 57     |
| 13.4                                                               | Effect of  Partial or Complete Termination               | 58     |
|                                                               |                                                     |   |
| **ARTICLE  XIV MISCELLANEOUS PROVISIONS**                          | **59**                                                   |
| 14.1                                                               | Plan Not a  Contract of Employment                       | 59     |
| 14.2                                                               | Source of  Benefits                                      | 59     |
| 14.3                                                               | Benefits Not  Assignable                                 | 59     |
| 14.4                                                               | Domestic  Relations Orders                               | 59     |
| 14.5                                                               | Benefits Payable  to Minors, Incompetents and Others     | 59     |
| 14.6                                                               | Merger or  Transfer of Assets                            | 60     |
| 14.7                                                               | Participation in  the Plan By an Affiliate               | 60     |
| 14.8                                                               | Action by the  Company or a Participating Affiliate      | 60     |
| 14.9                                                               | Provision of  Information                                | 61     |
| 14.10                                                              | Notice of  Address                                       | 61     |
| 14.11                                                              | Controlling Law                                          | 61     |
| 14.12                                                              | Military Service                                         | 61     |
| 14.13                                                              | Conditional  Adoption                                    | 61     |
| 14.14                                                              | Word Usage and  Article and Section References | 61     |
| 14.15                                                              | Effect of  Mistake                                       | 61     |
|                                                               |                                                     |   |
| SUPPLEMENT A                                                       | 64                                                       |
|                                                               |                                                     |   |
| SUPPLEMENT B                                                       | 66                                                       |
|                                                               |                                                     |   |
| SUPPLEMENT C                                                       | 68                                                       |

 

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| SUPPLEMENT D | 70     |
|--------------|--------|
|         |   |   |
| SUPPLEMENT E | 72     |
|              |        |  |

 

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INTRODUCTION

 

LaporteInc. established the Profit-Sharing/401(k) Plan for Employees of LaporteInc. (the “Plan”) effective as of January 1, 1989. The Plan was amendedfrom time to time for administrative reasons, to reflect changes in the LaporteInc. corporate structure, and to comply with changes in relevant law.

 

ThePlan was amended and restated effective as of January 1, 1997 (exceptwhere otherwise indicated), to comply with the Uruguay Round Agreements Act (“GATT”),the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”),the Small Business Job Protection Act of 1996 (“SBJPA”), the Taxpayer ReliefAct of 1997 (TRA ‘97), the Internal Revenue Service Restructuring and ReformAct of 1998 (RRA ‘98), and the Community Renewal Tax Relief Act of 2000 (“CRA”)(collectively known as “GUST”), and other changes in applicable law.

 

Effectiveas of March 1, 2001, the Plan name was changed to the Profit-Sharing/401(k) Planfor Employees of Rockwood Specialties Inc. to reflect the acquisition ofLaporte Inc. by Rockwood Specialties Inc. (the “Company”).

 

ThisPlan was amended and restated effective as of January 1, 2002 (exceptwhere otherwise indicated) to reflect the applicable provisions of the EconomicGrowth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”).

 

ThePlan is hereby amended and restated effective as of January 1, 2008(except where otherwise indicated), to incorporate all effective amendments tothe Plan since the Plan’s last amendments and restatement, and to reflectapplicable legislative changes, including changes under EGTRRA, the PensionProtection Act of 2006, and the final regulations under Code Section 415.

 

TheCompany intends that this Plan and the related Trust qualify under allapplicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”),and the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),and each of the terms of this Plan and the related Trust Agreement shall be sointerpreted.

 

Thebenefits provided under the Plan to any Participant who terminates Employment,retires or dies while employed by the Company or any Affiliate thereof shall bedetermined in accordance with the provisions of the Plan as in effect on thedate of such Termination of Employment (unless such person is thereafterreeemployed and again becomes a Participant in the Plan), retirement or death.

 

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#  

# ARTICLEIDEFINITIONS

#  

Eachof the following terms shall have the meaning set forth in this Article Ifor purposes of this Plan:

 

## 1.1           Account  shall mean a Participant’s collective accountthat includes a separate Profit-Sharing Contributions Subaccount, 401(k) Subaccount,Employer Matching Contributions Subaccount, and Rollover ContributionsSubaccount, as the case may be.

##  

## 1.2           AccountBalance  shall mean the value of aParticipant’s Account, determined as of the applicable Valuation Date.

##  

## 1.3           ActualDeferral Percentage  shall mean theratio (expressed as a percentage to the nearest 1/100th of 1%) of Elective 401(k) Deferralson behalf of an Eligible Participant for the Plan Year to the EligibleParticipant’s Compensation for the Plan Year. For purposes of determiningActual Deferral Percentage, an Eligible Participant’s Compensation for the PlanYear shall not include Compensation paid during (a) any period prior tothe Employee’s participation date, and (b) any period when the Employeewas not an Eligible Participant. In addition, Excess Deferrals of a Non-HighlyCompensated Employee attributable to elective deferrals to this Plan or anyother plan of the Company or an Affiliate shall not be taken into account.

##  

## 1.4           AdministrativeCommittee  shall mean the committeeappointed pursuant to, and having the responsibilities specified in, Article XIof the Plan.  In the event no such committeehas been appointed, the Company shall be the Administrative Committee.

##  

## 1.5           Affiliate  shall mean any corporation or unincorporatedtrade or business (other than the Company) while it is:

##  

#### (a)        a member of a controlled group ofcorporations (within the meaning of Code Section 414(b)) of which theCompany is a member;

####  

#### (b)        a trade or business under “commoncontrol” (within the meaning of Code Section 414(c)) with the Company;

####  

#### (c)        a member of an “affiliated service group”(within the meaning of Code Section 414(m)) which includes the Company; or

####  

#### (d)        any other entity required to beaggregated with the Company under Code Section 414(o).

####  

Notwithstandingthe foregoing, for purposes of applying Code Sections 414(b) and (c) toCode Section 415, the phrase “more than 50 percent” shall be substitutedfor the phrase “more than 80% percent” each place it appears in Code Section 1563(a)(i).

 

## 1.6           AnnuityContract  shall mean an individual or group annuitycontract issued by an insurance company providing periodic benefits, whetherfixed, variable or both, the benefits or 

 

2

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##  

## value of which a Participant or Beneficiary cannottransfer, sell, assign, discount, or pledge as collateral for a loan or assecurity for the performance of an obligation, or for any other purpose, to anyperson other than the issuer thereof. The terms of any Annuity Contractdistributed by the Plan to a Participant or Beneficiary shall comply with theterms of this Plan.

##  

## 1.7           AverageActual Deferral Percentage  shallmean, for any group of Eligible Participants, the average (expressed as apercentage to the nearest 1/100th of 1%) of the Actual Deferral Percentages foreach of the Eligible Participants in that group, including those not makingElective 401(k) Deferrals.

##  

## 1.8           AverageContribution Percentage  shall mean,for any group of Eligible Participants, the average (expressed as a percentageto the nearest 1/100th of 1%) of the Contribution Percentages for each of theEligible Participants in that group, including those on whose behalf EmployerMatching Contributions are not being made.

##  

## 1.9           Beneficiary  shall mean the person or persons entitled toreceive any payment of benefits from the Plan upon a Participant’s death, asdetermined in accordance with Section 8.2.

##  

## 1.10         BenefitCommencement Date  shall mean thefirst day of the first period for which an annuity benefit is payable to theParticipant under the Plan or, if a Participant’s benefit is not payable in theform of an annuity, the first day on which all events have occurred thatentitle the Participant to receive his or her benefit.

##  

## 1.11         Break-in-Service  shall mean a one-year period of severancedetermined on the basis of a 12-consecutive-month period beginning on theseverance from service date and ending on the first anniversary of such date,provided that the Employee during such 12-consecutive-month period does notperform an hour of service (within the meaning of Section 2530.200b-2(a)(1) ofthe U.S. Department of Labor Regulations) for the Employer; provided, however, (a) ifan Employee severs from service as a result of quit, discharge or retirementand then returns to service within 12 months, the period of severance shall bedeemed a period of service, and (b) if an Employee is absent from servicefor any reason other than quit, discharge, retirement or death and during theabsence a quit, discharge or retirement occurs, the period of time between theseverance from service date (i.e., the date of quit, discharge or retirement)and the first anniversary of the date on which the employee was first absentshall be taken in account, if the employee returns to service on or before suchfirst anniversary date.

##  

Solely for purposes of determining whether a Break-in-Service has occurred,an Employee who is absent from work for any period  by reason of the (a) pregnancy of theEmployee (b) the birth of a child of the Employee, (c) the placementof a child with the Employee in connection with the adoption of such child bysuch Employee, or (d) caring for such child for a period beginningimmediately following such birth or placement, shall be credited with asufficient Period of Service to prevent a Break-in-Service; provided, however,the Employee shall have a Severance from Service Date which is the secondanniversary of the first day of such absence if the Employee is absent fromservice beyond the first anniversary of the first day of such absence. Theperiod between the first and second anniversaries of the first day of absence fromwork shall not be deemed a period of service nor a period of severance.

 

3

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An Employee who is reemployed and is subject to reemployment under theUniformed Services Reemployment Rights Act of 1994 (“USERRA”) shall not betreated as having incurred a Break in Service by reason of the individual’speriod of qualified military service as defined in USERRA.

 

For purposes of this Section 1.11,a “severance from service” shall occur on the earlier of (a) the date onwhich an Employee quits, retires, is discharged or dies, or (ii) the firstanniversary of the first date of a period in which an Employee remains absentfrom service (with or without pay) with the Employer for any reason other thanquit, retirement, discharge or death, such as vacation, holiday, sickness,disability, leave of absence or layoff.

 

## 1.12         ChangeDate  shall mean the first day ofeach calendar month and such other dates as may be specified by theAdministrative Committee.

##  

## 1.13         Code  shall mean the Internal Revenue Code of 1986,as now in effect or as amended from time to time. A reference to a specificprovision of the Code shall include such provision, any successor provision,and any applicable regulation pertaining thereto.

##  

## 1.14         Company  shall mean Rockwood Specialties Inc. or anysuccessor legal entity.

##  

## 1.15         Compensation  shall mean all remuneration for servicesrendered paid by the Employer to an Employee, including, without limitation,bonuses, overtime and commissions, but excluding amounts paid or reimbursed bythe Employer for moving expenses incurred by an Employee to the extent that, atthe time of payment, it is reasonable to believe such amounts are deductible bythe Employee under Code Section 217, the value of any non-qualified stockoption granted to a Highly Compensated Employee by the Employer, amounts paidto a Highly Compensated Employee to enable such Employee to pay taxes oncertain items of compensation received from the Employer, and items which wouldbe excluded from the definition of “compensation” within the meaning of Treas.Reg. Section 1.415-2(d)(3). Compensation includes compensation which isnot currently includible in the Participant’s gross income by reason of theapplication of Code Section 125, Code Section 402(e)(3), or Code Section 402(h)(1)(B).Effective as of January 1, 2001, Compensation shall also include amountsnot includible in the Employee’s gross income by reason of the application ofCode Section 132(f).

##  

Notwithstandingthe foregoing, the Compensation taken into account for an Employee for any PlanYear shall not exceed $150,000, as adjusted pursuant to Code Section 401(a)(17)(the “Code Section 401(a)(17) limitation”). For the 2001 Plan Year, theCode Section 401(a)(17) limitation is $170,000. Effective for Plan Yearsbeginning after December 31, 2001, Compensation taken into account for anEmployee for a Plan Year shall not exceed $200,000, as adjusted forcost-of-living increases in accordance with Section 401 (a)(1 7)(B) ofthe Code.

 

Effectivefor January 1, 2008, Compensation shall also include Post-SeveranceCompensation.  “Post-SeveranceCompensation” means, for Plan Years that begin on or after January 1,2008, the following amount(s) that would have been included in thedefinition of Compensation if the amounts were paid prior to the Employee’sSeverance from Service Date from employment with the Employer, provided suchamount(s) are paid to the Employee by the 

 

4

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laterof 21⁄2 months after the Employee’s Severance from Service Date from employmentwith the Employer or the end of the Plan Year that includes the Severance fromService Date from employment with the Employer:

 

##### (i)             Thepayment is regular compensation for services during the Employee’s regularworking hours, or compensation for services outside the Employee’s regularworking hours (such as overtime or shift differential), commissions, bonuses,or other similar payments; and

#####  

##### (ii)            Thepayment would have been paid to the Employee prior to a Severance from ServiceDate from employment if the Employee had continued in employment with theEmployer.

#####  

##### Post-Severance Compensation shall also include:

#####  

##### (i)             Paymentfor unused accrued bona fide sick, vacation, or other leave, but only if theEmployee would have been able to use the leave if employment had continued; or

#####  

##### (ii)            Receivedby an Employee pursuant to a nonqualified unfunded deferred compensation plan,but only if the payment would have been paid to the Employee at the same timeif the Employee had continued in employment with the Employer and only to thatthe payment is includible in the Employee’s gross income.

#####  

Anyother payment that is not described shall not be considered Post-SeveranceCompensation if paid after the Severance from Service Date from employment withthe Employer, even if paid within the time period described above. Accordingly,Post-Severance Compensation shall not include severance pay, or parachutepayments within the meaning of Code Section 280G(b)(2), if they are paidafter the Severance from Service Date from employment with the Employer, andshall not include post-severance payments under a non-qualified unfundeddeferred compensation plan unless the payments would have been paid at thattime without regard to the severance from employment.

 

## 1.16         ContributionPercentage  shall mean the ratio(expressed as a percentage to the nearest 1/100th of 1%) of the EmployerMatching Contributions under the Plan on behalf of an Eligible Participant forthe Plan Year to the Eligible Participant’s Compensation for the Plan Year. Forpurposes of determining Contribution Percentage, an Eligible Participant’sCompensation for a Plan Year shall not include Compensation during (i) anyperiod prior to the date such Eligible Participant entered the Plan, and (ii) anyperiod when the Eligible Participant was not an Eligible Participant. Inaddition, in determining Contribution Percentage, Employer MatchingContributions which are forfeited because they relate to Excess Contributionsor Excess Deferrals shall not be taken into account.

##  

## 1.17         DefinedBenefit Plan  shall mean any plan ofthe type defined in Code Section 414(j) maintained by the Company oran Affiliate.

 

5

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##  

## 1.18         DefinedContribution Plan  shall mean anyplan of the type defined in Code Section 414(i) maintained by theCompany or an Affiliate.

##  

## 1.19         Disability  shall mean a physical or mental conditionwhich results in the Participant’s total and permanent inability to meet therequirements of the Participant’s customary employment in a satisfactorymanner, by reason of any medically determinable physical or mental impairmentwhich can be expected to result in death or which has lasted or can be expectedto last for a continuous period of not less than 12 months; provided, however,that such disability:

##  

#### (a)          was not contracted, suffered, orincurred while the Participant was engaged in, or did not result from his orher having engaged in, a criminal enterprise; or

####  

#### (b)         was not sustained while the Participantwas employed by anyone other than the Company or an Affiliate. A Participantshall not be considered to have a Disability unless he or she furnishes proofof the existence of such Disability to the Administrative Committee in the formand manner, and at such time, as the Administrative Committee may request.

####  

## 1.20         EffectiveDate  shall mean January 1, 2008the effective date of this amendment and restatement of this Plan, except asotherwise provided.

##  

## 1.21         Elective401(k) Deferrals  shall meancontributions made to the Plan by the Employer pursuant to a Participant’s 401(k) Election.

##  

## 1.22         EligibleEmployee  shall mean all Employees ofthe Employer other than: (a) Employees included in a unit of employeescovered by a collective bargaining agreement between the Employer and anemployee representative (not including any organization more than half of whosemembers are owners, officers or executives of the Employer) in the negotiationof which retirement benefits were the subject of good faith bargaining, unlesssuch bargaining agreement specifically provides for participation in the Plan; (b) LeasedEmployees and other individuals providing services to the Employer pursuant toan agreement between the Employer and a third party, even if they are not “leasedemployees” under Section 414(n) of the Code; (c) individualsproviding services pursuant to contracts designating them as independentcontractors or consultants, or individuals designated by the Employer asindependent contractors or consultants; and (d) any other individual whois compensated, directly or indirectly, by the Employer and with respect to whomsuch compensation is not treated by the Employer at the time of payment asbeing subject to statutorily required payroll tax withholding, such aswithholding of federal and/or state income tax and/or withholding of theEmployee’s share of Social Security tax, provided that statutorily requiredbackup withholding shall not be considered to be payroll tax withholding. Theforegoing exclusions from the definition of “Eligible Employee” shall applynotwithstanding any contrary determination of employee status by any court orgovernmental agency including, but not limited to, the Internal Revenue Serviceor the Department of Labor.

##  

## 1.23         EligibleParticipant   shall mean any EligibleEmployee who has met the service requirements of Section 2.1.

 

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##  

## 1.24         Employee shall mean any person in an employee-employer relationship with theCompany or an Affiliate (as reported on the Company’s or an Affiliates payrollrecords) and shall include Leased Employees.  Notwithstanding the foregoing, if such LeasedEmployees do not constitute more than 20% of the nonhighly compensated workforce, within the meaning of Code Section 414(n)(5)(C)(ii), of the Companyand its Affiliates, the term “Employee” shall not include those LeasedEmployees covered by a plan described in Code Section 414(n)(5).

##  

## 1.25         Employer  shall mean the Company and each ParticipatingAffiliate in the Plan pursuant to Section 14.7.

##  

## 1.26         Employer-DerivedAccount Balance  shall mean thebalance of a Participant’s Profit-Sharing Contributions Subaccount and EmployerMatching Contributions Subaccount.

##  

## 1.27         EmployerMatching Contributions  shall meanany contribution to the Plan made by the Employer and allocated to aParticipant’s Employer Matching Contributions Subaccount by reason of theParticipant’s 401(k) Election.

##  

## 1.28         EmployerMatching Contributions Subaccount shall mean the separate subaccount established for a Participantpursuant to Section 4.1(b).

##  

## 1.29         Employment  shall mean services performed for the Companyor an Affiliate as an Employee.

##  

## 1.30         EmploymentCommencement Date  shall mean thedate on which an Employee first performs an Hour of Service.

##  

## 1.31         EntryDate  shall mean the first day ofevery calendar month and such other dates as may be specified by theAdministrative Committee.

##  

## 1.32         ERISA  shall mean the Employee Retirement IncomeSecurity Act of 1974, as amended from time to time. Reference to a specificprovision of ERISA shall include such provision, any successor provision, andany applicable regulation pertaining thereto.

##  

## 1.33         ExcessAggregate Contributions  shall mean,with respect to any Plan Year, the aggregate amount of Employer MatchingContributions made for the Plan Year on behalf of Highly Compensated Employeesin excess of the maximum amount of such contributions permitted under Section 3.4.1,determined by hypothetically reducing contributions made on behalf of HighlyCompensated Employees in order of their Contribution Percentages, beginningwith the highest of such percentages.

##  

## 1.34         ExcessContributions  shall mean, withrespect to any Plan Year, the aggregate amount of Elective 401(k) Deferralsmade for the Plan Year on behalf of Highly Compensated Employees in excess ofthe maximum amount of such contributions permitted under Section 3.3.1(b),determined by hypothetically reducing contributions made on behalf of HighlyCompensated Employees in order of their Actual Deferral Percentages, beginningwith the highest of such percentages.

 

7

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##  

## 1.35         ExcessDeferral  shall mean the amount ofElective 401(k) Deferrals under this Plan in excess of the adjusted annualdollar limit of Section 3.3.1 below, or the amount of Elective 401(k) Deferralsthat a Participant allocates to this Plan pursuant to the claim procedure setforth in Section 3.3.1(a).

##  

## 1.36         401(k) Election  shall mean the election by a Participant tomake Elective 401(k) Deferrals in accordance with Section 3.1.2.

##  

## 1.37         401(k) Subaccount  shall mean the separate subaccount establishedfor a Participant pursuant to Section 4.1(a).

##  

## 1.38         HighlyCompensated Employee  shall mean,with respect to any Plan Year, an Employee who performs services for theCompany or any Affiliate during the Plan Year, and:

##  

#### (a)          was a 5% owner (as defined in Code Section 414(q)(2))during the Plan Year or the preceding Plan Year; or

####  

#### (b)         had compensation (as defined in Code Section 415(c)(3))in excess of $80,000, as adjusted in accordance with Code Section 415(d),for the preceding Plan Year and was in the top-paid group for such precedingPlan Year. The top-paid group is the group consisting of the top 20% ofEmployees when ranked on the basis of compensation.

####  

A former Employee shall be treated as a Highly Compensated Employee ifsuch Employee was a Highly Compensated Employee when he or she separated fromservice or at any time after attaining age 55. The determination of who is a Highly Compensated Employee shall be madein accordance with Code Section 414(q).

 

## 1.39         Hourof Service  shall shall mean service credited in accordancewith the elapsed time method under Treas. Reg §1.410(a)-7.  Accordingly,for purposes of the Employee’s rights with respect to eligibility toparticipate, vesting and benefit accrual, the Plan shall credit the period oftime which elapses while the Employee is employed (i.e., while the employmentrelationship exists) with the Employer, regardless of the actual number ofhours he or she completes during such period. An Employee’s service shall betaken into account for purposes of eligibility to participate and vesting as ofthe date he or she first performs an hour of service within the meaning ofTreas. Reg. §2530.200b-2(a)(1) for the Employer. Service shall be takeninto account for the period of time from the date the Employee first performssuch an hour of service until the date he or she severs from service with theEmployer.

##  

Thedate an Employee severs from service shall be the earlier of the date theEmployee quits, is discharged, retires or dies, or the first anniversary of thedate the employee is absent from service for any other reason (e.g.,disability, vacation, leave of absence, layoff, etc.). If an Employee isgranted a leave of absence (and if no intervening event occurs), the Severancefrom Service Date shall occur one year after the date the Employee was firstabsent on leave, and this one year of absence shall be taken into account asservice for the Employee. A quit, discharge, retirement or death within theyear after the beginning of an absence for any other reason shall result in animmediate severance from service.

 

8

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Forpurposes of eligibility to participate and vesting, an Employee who has severedfrom service by reason of a quit, discharge or retirement may be entitled tohave a period of time of 12 months or less taken into account by the Employerif the Employee returns to service within a certain period of time and performsan hour of service within the meaning of Treas. Reg. §2530.200b-2(a)(1). In general,the period of time during which the Employee must return to service shall beginon the date the Employee severs from service as a result of a quit, dischargeor retirement and ends on the first anniversary of such date. However, if theEmployee is absent for any other reason (e.g., layoff) and then quits, isdischarged or retires, the period of time during which the Employee may returnand receive credit shall begin on the Severance from Service Date and end oneyear after the first day of absence (e.g., first day of layoff). A severancefrom service (e.g., a quit), or an absence (e.g., layoff) followed by aseverance from service, shall not result in a period of time of more than oneyear being required to be taken into account after an Employee severs fromservice or is absent from service.

 

Forpurposes of benefit accrual, an Employee shall be entitled to have his or herservice taken into account from the date he or she begins to participate in thePlan until the Severance from Service Date. Periods of severance under anycircumstances are not required to be taken into account.

 

## Prior to January 1, 2002, an Hour of Service wasdetermined under the general method of crediting service for an Employee underTreas. Reg. §2530.200b-2 (i.e., actual counting of hours of service during theapplicable 12-consecutive-month computation period), and/or the equivalenciesset forth in Treas. Reg. §2530.200b-3. Accordingly, an Employee received a year’scredit (in units of years of service or years of participation) for acomputation period during which the Employee was credited with a specifiednumber of hours of service. An Employee’s rights with respect to eligibility toparticipate, vesting and benefit accrual was determined by totaling the numberof years’ credit to which an Employee was entitled.

##  

## 1.40         InvestmentFund  shall mean an investment fund,if any, in which the Trust may be invested pursuant to Section 12.1.

##  

## 1.41         InvestmentManager  shall mean any personappointed pursuant to Section 12.4 having the power to direct theinvestment of assets in accordance with that Section.

##  

## 1.42         LeasedEmployee  shall mean, pursuant toCode Section 414(n), any person who is not a common law employee of theCompany or an Affiliate and who provides services to the Company or anAffiliate if:

##  

#### (a)          Such services are provided pursuant toan agreement between the Company or the Affiliate and any other person (calleda “leasing company”);

####  

#### (b)         Such person has performed such servicesfor the Company or the Affiliate on a substantially full-time basis for aperiod of at least one year; and

####  

#### (c)          Such services are performed underprimary direction or control by the Company or the Affiliate.

 

9

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##  

## 1.43         Leaveof Absence  shall mean a leavegranted by the Employer or an Affiliate in accordance with its standardpersonnel policies applied in a nondiscriminatory manner to all Employeessimilarly situated. Leave of Absence shall also include an unpaid leave underthe Family and Medical Leave Act of 1993.

##  

## 1.44         Non-HighlyCompensated Employee  shall mean anEmployee of the Company or an Affiliate who is not a Highly CompensatedEmployee.

##  

## 1.45         NormalRetirement Age  shall mean age 65.

##  

## 1.46         Participant  shall mean an Eligible Employee who has commenced,but not terminated, participation in the Plan as provided in Article II.

##  

## 1.47         ParticipatingAffiliate  shall mean any Affiliatewhich has duly adopted the Plan with the consent of the Company and has notwithdrawn therefrom.

##  

## 1.48         Periodof Service  shall mean a periodbeginning on an Employee’s Employment Commencement Date (or re-EmploymentCommencement Date, as applicable) and ending on the Employee’s Severance fromService Date.

##  

## 1.49         Periodof Severance  shall mean a periodbeginning on an Employee’s Severance from Service Date and ending on the datethe Employee earns an Hour of Service.

##  

## 1.50         Plan  shall mean the Profit-Sharing/401(k) Planfor Employees of Rockwood Specialties Inc. and any amendments thereto.

##  

## 1.51         PlanYear  shall mean the calendar year.

##  

## 1.52         PrimaryEmployee  shall mean each EligibleEmployee other than a Seconded Employee.

##  

## 1.53         Profit-SharingContribution  shall mean anycontribution made to the Plan and allocated to a Participant’s Profit-SharingContributions Subaccount in accordance with Section 3.1.4.

##  

## 1.54         Profit-SharingContributions Subaccount  shall meanthe separate subaccount established for a Participant pursuant to Section 4.1(c).

##  

## 1.55         Reductionin Force  shall mean the reduction ofan Employer’s workforce due to a voluntary or involuntary Termination ofEmployment where the Participant is eligible to receive severance pay and/orseverance benefits under an employment termination program or severance plan,program or arrangement offered by an Employer to at least 5 Participants withina period not exceeding 6 months.

##  

## 1.56         RolloverContribution  shall mean a direct rollover of distributionsfrom the following types of plans: qualified plans described in Code Section 401(a) or403(a), including after-tax employee contributions; annuity contracts describedin Code Section 403(b), excluding after-tax employee contributions; andeligible plans under Code Section 457(b) which are maintained by astate, political subdivision of a state, or any agency orinstrumentality of a state or political 

 

10

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##  

## subdivision of a state. Inaddition, Rollover Contributions will include participant rolloverdistributions from individual retirement accounts or annuities described in Section 408(a) or(b) of the Code that are eligible to be rolled over and would otherwise beincludible in gross income.

##  

## 1.57         RolloverContributions Subaccount  shall meanthe separate subaccount established for a Participant pursuant to Section 4.1(d).

##  

## 1.58         SecondedEmployee  shall mean an Employee ofthe Employer who participates in any non-United States pension plan sponsoredby the Company or any Affiliate.

##  

## 1.59         Severancefrom Service Date  shall mean theearlier of (a) the date the Employee quits, retires, is discharged, ordies, or (b) the first anniversary of the first date of a period in whichan Employee is absent for any other reason; provided, however, that an Employeeshall not experience a Severance from Service Date while the Employee is onlay-off or Leave of Absence if the Employee returns to Employment immediatelyfollowing the end of the lay-off or Leave of Absence. If the Employee does notreturn to Employment immediately following the end of the lay-off or Leave ofAbsence, such Employee shall be deemed to have had a Severance from ServiceDate as of his first day of absence due to lay-off or Leave of Absence.

##  

## 1.60         SpousalConsent  shall mean the writtenconsent of a Participant’s Surviving Spouse to an election or designation bythe Participant under the Plan. Such consent shall acknowledge the effect ofthe Participant’s election or designation, shall specify the alternateBeneficiary or alternate form of benefit, as appropriate (unless a generalconsent is executed), and shall be witnessed by either a representative of theAdministrative Committee or a notary public. Spousal Consent shall not benecessary if the Participant establishes to the satisfaction of theAdministrative Committee that he or she has no Spouse, his or her Spouse cannotbe located or such other circumstances exist as the Administrative Committeemay, in accordance with applicable regulations, deem appropriate to waive therequirement of Spousal Consent. Spousal Consent, once given, may be revokedonly with the consent of the Participant. Spousal Consent shall be valid andbinding only with respect to the Spouse who gave the consent.

##  

## 1.61         Spouse  shall mean the person legally married to aParticipant.

##  

## 1.62         SurvivingSpouse  shall mean the Spouse of aParticipant on the earlier of: (a) the date of the Participant’s death; or(b) the Participant’s Benefit Commencement Date.

##  

## 1.63         Terminationof Employment  shall mean thevoluntary or involuntary severance of Employment.

##  

## 1.64         Trust  shall mean the trust established under the Planin which Plan assets are held.

##  

## 1.65         TrustAgreement  shall mean the agreementbetween the Company and the Trustee with respect to the Trust.

##  

## 1.66         Trustee  shall mean the person appointed as trusteepursuant to Article X, and any successor trustee.

 

11

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##  

## 1.67         ValuationDate  shall mean each business day orsuch other dates as may be specified by the Administrative Committee.

##  

## 1.68         VestingService  shall mean the servicecredited to a Participant under Section 5.2 for purposes of determiningthe Participant’s vested percentage in his or her Account.

##  

## 1.69         Yearof Service  shall mean, indetermining service to be taken into account for purposes of eligibility toparticipate, vesting and benefit accrual, each Period of Service unit which is12-consecutive-months.  For purposes ofeligibility to participate and vesting, the Period of Service shall run fromthe Employment Commencement Date (or re-Employment Commencement Date, asapplicable) until the Severance from Service Date. For purposes of benefitaccrual, a Period of Service shall run from the date that a Participantcommences participation under the Plan until his or her Severance from ServiceDate. An Employee shall be credited with the period of time which runs duringany absence from service (other than for reason of a quit, retirement,discharge or death) which is 12 months or less. Prior to January 1, 2002,an Hour of Service was determined under the general method of crediting servicefor an Employee under Treas. Reg. §2530.200b-2 (i.e., actual counting of hoursof service during the applicable 12-consecutive-month computation period),and/or the equivalencies set forth in Treas. Reg. §2530.200b-3.

 

12

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# ARTICLEII

# PARTICIPATION

#  

## 2.1                                Admission as a Participant

##  

### 2.1.1                        Each Eligible Employee who was a Participant in thePlan immediately prior to the Effective Date shall be a Participant in the Planas of the Effective Date.

###  

### 2.1.2                        Each Eligible Employee shall become a Participant inthe Plan on the Entry Date coinciding with or next following such EligibleEmployee’s completion of at least one month of Employment, provided he or sheis an Eligible Employee on such date. This paragraph shall be interpreted in accordance with the elapsed timemethod set forth in Treas. Reg. §1.410(a)-7.

###  

### 2.1.3                        Notwithstanding Section 2.1.2 above, the Companymay, in its discretion, provide an earlier Entry Date or grant past servicecredit for eligibility purposes to individuals who become Employees through anacquisition of assets or an entity by an Employer or Affiliate or through amerger or consolidation of an entity with or into an Employer or an Affiliateor any other similar transaction; provided, however, that any such provisionshall be subject to the nondiscrimination requirements of Code § 401(a)(4).

###  

### 2.1.4                        Each Participant shall be entitled to make Elective401(k) Deferrals, and each Participant who is a Primary Employee shall beentitled to have Employer Matching Contributions, contributed to his or herAccount upon (a) execution and delivery to the Administrative Committee ofa 401(k) enrollment form, and (b) submission of any informationreasonably required by the Administrative Committee for proper administration ofthe Plan. Any Participant in the Plan shall for all purposes be deemedconclusively to have assented to the provisions of the Plan.

###  

### 2.1.5                        An Eligible Employee who has attained his or herNormal Retirement Age and who continues as an Eligible Employee shall continueto be eligible to actively participate in the Plan until his or her actualretirement. Participation shall terminate as provided in Section 2.3.

###  

## 2.2                                Rehired Employees

##  

### 2.2.1                        An Employee who has a Termination of Employment beforeearning a vested interest in his or her Employer-Derived Account Balance andwho again becomes an Employee shall lose credit for his or her Periods ofService prior to such Termination of Employment if his or her Period ofSeverance equals or exceeds the greater of five years or his or her Periods ofService prior to such Termination of Employment. This paragraph shall beinterpreted in accordance with the elapsed time method set forth in Treas. Reg§1.410(a)-7.

###  

### 2.2.2                        If a Participant who has a Termination of Employmentagain becomes an Eligible Employee and his or her prior Years of Service (i.e.,Period of Service) are not disregarded under Section 2.2.1, then he or sheshall again become a Participant in the Plan as of the first date on which heor she again becomes an Eligible Employee. However, no Elective 401(k) Deferralsor Employer Matching Contributions shall be contributed to his or her Accountuntil the first 

 

13

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###  

### payroll period after he or she has again executed anddelivered a 401(k) enrollment form in accordance with Section 2.1.4above.

###  

### 2.2.3                        If an Employee or Participant who has a Termination ofEmployment again becomes an Eligible Employee and his or her prior Years ofService (i.e., Period of Service) are disregarded under Section 2.2.1,then he or she shall be treated as a new Employee.

###  

### 2.2.4                        A former Employee who has a Termination of Employmentand subsequently performs an Hour of Service within 12 months of his or herSeverance from Service Date, such Employee’s Period of Severance shall insteadbe included as part of his or her Period of Service for purposes ofparticipation and vesting. This paragraph shall be interpreted in accordancewith the service spanning rules set forth in Treas. Reg §1.410(a)-7.

###  

## 2.3                                Termination of Participation

##  

Anindividual shall cease to be a Participant on the earliest of:

 

#### (a)                             payment to him or her or on his or herbehalf of all vested benefits due to him or her under the Plan at a time whenhe or she is no longer eligible for any future contributions;

####  

#### (b)                            his or her Termination of Employment whenhe or she has no vested interest in his or her Account; or

####  

#### (c)                             his or her death.

####  

## 2.4                                Rollover Membership

##  

AnEligible Employee who makes a Rollover Contribution in accordance with Section 3.5shall become a Participant as of the date of such contribution even if he orshe has not yet satisfied the requirements of Section 2.1; provided,however, that such an Eligible Employee shall be a Participant only withrespect to his or her Rollover Contributions Subaccount and shall not beeligible to make or receive any other type of contribution under the Plan untilhe or she has satisfied the requirements under Section 2.1.

 

14

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# ARTICLEIII

# CONTRIBUTIONS

#  

## 3.1                                Employer Contributions

##  

### 3.1.1                        Subject to the limitations set forth in this Article III,the Employer shall contribute to the Trust an amount equal to the sum of:

###  

#### (a)                             Elective 401(k) Deferrals in suchamount as determined in accordance with Section 3.1.2;

####  

#### (b)                            Employer Matching Contributions in suchamount as determined in accordance with Section 3.1.3; and

####  

#### (c)                             Profit-Sharing Contributions in suchamount, if any, as determined in accordance with Section 3.1.4.

####  

### 3.1.2                        Elective 401(k) Deferrals

###  

#### (a)                             Subject to the limitations set forth inSections 3.3, 3.8 and 3.9, the Employer shall contribute to the Trust on behalfof each of its Employees who has a 401(k) Election in effect for anypayroll period an amount equal to the deferral percentage elected by each suchParticipant on his or her 401(k) Election, multiplied by his or herCompensation for the payroll period. The amount elected by a Participantpursuant to a 401(k) Election cannot be less than 1 % or greater than 25%(in 1 % increments) of the Participant’s Compensation. The 401(k) Electionshall be made on a form provided by the Administrative Committee. A Participantmay elect to change the percentage of his or her Elective 401(k) Deferraleffective as of any Change Date by filing the appropriate form with theAdministrative Committee on or before the deadline established by theAdministrative Committee for filing such form. A Participant may elect tocancel any 401(k) Election at any time by filing the appropriate form withthe Administrative Committee, and such election shall become effective as soonas practicable. A Participant who elects to cancel his or her Elective 401(k) Deferralsmay elect to resume such deferrals as of any Change Date following suchcancellation by filing a new 401(k) Election with the AdministrativeCommittee. The Administrative Committee may reduce the amount of any 401(k) Electionor may make such other modifications as necessary so that the Plan complieswith the provisions of Code Section 401 and all contributions arecurrently deductible under Code Section 404. All contributions pursuant toa 401(k) Election shall be made by reducing the Participant’s Compensationfor each payroll period by the amount determined pursuant to the 401(k) Election.The Administrative Committee may establish such additional rules andprocedures with respect to the making, changing and resumption of contributionspursuant to 401(k) Elections (including suspension from contributions) asit shall determine.

####  

#### (b)                            Notwithstanding paragraph (a) above,and as soon as is practicable as determined by the Administrative Committee,all Employees who are eligible to make Elective 401(k) Deferrals and whohave attained age 50 before the close of the Plan Year shall be eligible tomake catch-up contributions in accordance with, and subject to the limitationsof, Code Section 

 

15

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####  

#### 414(v). Such catch-up contributions shall not be takeninto account for purposes of the provisions of the Plan implementing therequired limitations of Code Sections 402(g) and 415. The Plan shall notbe treated as failing to satisfy the provisions of the Plan implementing therequirements of Code Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or416, as applicable, by reason of making such catch-up contributions. Thisparagraph (b) shall apply only if all other applicable employer plans(within the meaning of Code Section 414(v)(6)(A)) of the Company and theAffiliates permit all eligible participants (within the meaning of Code Section 414(v)(5))to make the same catch-up elections, as required under Code Section 414(v)(4);provided, however, that no eligible participant shall be permitted to makecatch-up contributions under more than one applicable employer plan.

####  

#### (c)                             Notwithstanding any provision of the Planto the contrary, except for occasional, bona fide administrativeconsiderations, Elective 401(k) Deferrals made pursuant to an electionunder paragraph (a) above shall not precede the earlier of (1) the performanceof services relating to such Elective 401(k) Deferrals, and (2) whenthe Compensation subject to such Elective 401(k) Deferral election wouldbe currently available to the Employee in the absence of an election to defer.

####  

### 3.1.3                        Employer Matching Contributions

###  

Subjectto the limitations set forth in Sections 3.4, 3.8 and 3.9, Employer MatchingContributions shall be made by the Employer to the Trust on behalf of each ofits Primary Employees, who has participated in the Plan for at least three monthsand who has a 401(k) Election in effect for any payroll period, in anamount equal to 50% of the Participant’s Elective 401(k) Deferral, up to6% of the Participant’s Compensation, made for the payroll period. An EmployerMatching Contribution shall not be made with respect to a Participant’sElective 401(k) Deferrals in excess of 6% of his or her Compensation forany payroll period.

 

Subjectto the limitations set forth in Sections 3.4 and 3.8, Employer MatchingContributions also shall be made by the Employer to the Trust on behalf of eachof its Primary Employees who has elected to make a catch-up contributionpursuant to Section 3.1.2(b) in an amount equal to 50% of theParticipant’s catch-up contribution. However, in no event shall the total EmployerMatching Contributions made on behalf of any Participant exceed 6% of his orher Compensation.

 

In addition to the Employer Matching Contributions provided in thepreceding paragraphs, a “True-Up Employer Matching Contribution” shall be madefor the benefit of each eligible Participant (as provided below), with respectto each Plan Year beginning on or after January 1, 2007.  The True-Up Employer Marching Contributionamount shall be difference between subsection (a) and (b) below, ifany:

 

#### (a)                             The amount resulting from recalculatingthe Employer Matching Contribution for the applicable Plan Year by assumingthat it is an amount equal to 50% of the Participant’s Elective 401(k) Deferral,up to 6% of the Participant’s total Compensation for the applicable Plan Year(rather than any payroll period); provided, however, that the resultingEmployer Matching Contribution amount shall not exceed 6% of the Participant’sCompensation for such 

 

16

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#### Plan Year.  AnyElective 401(k) Deferral distributed to a Participant pursuant to Sections3.3.1, 3.3.2 and 3.3.3 shall not be considered for this calculation.

####  

#### (b)                            The actual Employer Matching Contributioncredited to the Participant’s Employer Matching Contribution Subaccount for theapplicable Plan Year.  An EmployerMatching Contributions forfeited in connection with the distribution ofElective 401(k) Deferrals pursuant to Section 3.3.1, 3.3.2 and 3.3.3shall not be considered for this calculation. Further, any Employer Matching Contribution distributed or forfeitedpursuant to the Section 3.4.1, 3.4.2 and 3.4.3 shall not be considered forthis calculation.

####  

Inno event shall the total Employer Matching Contribution and True-Up EmployerMatching Contribution for the applicable Plan Year shall not exceed 6% of theParticipant’s Compensation for such Plan Year. True-Up Employer Matching Contributions shall be subject to theapplicable limits imposed by the Code.

 

TheTrue-Up Employer Matching Contribution calculation shall be performed as soonas administratively practicable following the end of each applicable PlanYear.  A Participant shall be eligible toreceive a True-Up Employer Matching Contribution (if any) for the applicable PlanYear if he or she was eligible for Employer Matching Contributions for suchPlan Year.  True-Up Employer MatchingContributions, if any, shall be contributed to the Plan without adjustment forany earnings and/or losses.

 

### 3.1.4                        Profit-Sharing Contributions

###  

#### (a)                             Subject to the limitations set forth inSections 3.8 and 3.9, for each Plan Year, the Employer may contribute to thePlan an amount, if any, to be determined by Employer in its sole and absolutediscretion. Any such contribution by an Employer shall be allocated among eachEmployee of the contributing Employer during the Plan Year who:

####  

##### (i)                                 prior to January 1, 2002, isemployed in “eligible employment” (as defined below) on the last day of thePlan Year and is credited with at least 1,000 Hours of Service for such PlanYear;

#####  

##### (ii)                              effective as of January 1, 2002, isemployed in “eligible employment” (as defined below) on the last day of thePlan Year and is credited with a Period of Service of at least 6 months duringsuch Plan Year;

#####  

##### (iii)                          is on a Leave of Absence on the last day of the PlanYear, provided the Primary Employee was employed in “eligible employment”‘immediately prior to such Leave of Absence;

#####  

##### (iv)                               died or became Disabled during the PlanYear at a time when he or she was employed in “eligible employment;” or

#####  

##### (v)                             terminated Employment during the PlanYear on or after attainment of Normal Retirement Age at a time when he or shewas employed in “eligible employment.”

 

17

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Forpurposes of this Section 3.1.4, “eligible employment” shall meanemployment as a Primary Employee or employment with an Affiliate that is not anEmployer in a position under which the Employee would be a Primary Employee ifthe Affiliate were an Employer.

 

#### (b)                            Profit-Sharing Contributions with respectto any Plan Year shall be allocated to the Profit-Sharing ContributionsSubaccount of each Employee eligible for such an allocation under (a) aboveaccording to the ratio that the Employee’s Compensation from the Employer forthe portion of the Plan Year that he or she was an Employee bears to theaggregate of such Compensation of all Employees eligible for such anallocation.

####  

## 3.2                                 After-Tax Contributions

##  

NoParticipant after-tax contributions shall be required or permitted under thePlan.

 

## 3.3                                 Elective 401(k) Deferral Limitations

##  

### 3.3.1                        Elective 401(k) Deferral Limits

###  

Elective401(k) Deferrals shall be subject to the following:

 

#### (a)                             Code Section 402(g) DollarLimit

####  

A Participant’s Elective 401(k) Deferrals made under this Plan andhis or her elective deferrals made under all other plans of the Company and itsAffiliates during any taxable year shall not exceed the adjusted limit imposedon elective deferrals for such year under Code Section 402(g). This limitshall not apply to the extent permitted under Plan Section 3.1.2(a) andCode Section 414(v).

 

A Participant may claim Excess Deferrals for any taxable year by filinga written claim with the Administrative Committee not later than the March 1following the taxable year for which the Excess Deferrals were contributed. Anysuch claim shall specify the amount of the Participant’s Excess Deferrals forthe year and shall be accompanied by the Participant’s written statement that,if such amounts are not distributed, such Excess Deferrals, when added toamounts deferred under other plans or arrangements described in Code Section 402(g)(3) (whetheror not maintained by the Company or an Affiliate), will exceed the limitimposed on the Participant by Code Section 402(g) for the year inwhich the deferral occurred. Excess Deferrals shall be distributed inaccordance with Section 3.3.2 below.

 

#### (b)                            Average Actual Deferral Percentage Test

####  

The Average Actual Deferral Percentage for Eligible Participants whoare Highly Compensated Employees for any Plan Year must satisfy one of thefollowing tests:

 

##### (i)                                      The Average Actual Deferral Percentagefor Eligible Participants who are Highly Compensated Employees for the PlanYear shall not exceed the Average Actual 

 

18

----

 

##### Deferral Percentage for Eligible Participants who were Non-HighlyCompensated Employees for the prior Plan Year multiplied by 1.25; or

#####  

##### (ii)                                   The Average Actual Deferral Percentagefor Eligible Participants who are Highly Compensated Employees for the PlanYear shall not exceed the Average Actual Deferral Percentage for EligibleParticipants who were Non-Highly Compensated Employees for the prior Plan Yearmultiplied by 2.0, provided that the excess of the Average Actual DeferralPercentage for Eligible Participants who are Highly Compensated Employees overthe prior Plan Year’s Average Actual Deferral Percentage for EligibleParticipants who were Non-Highly Compensated Employees is not more than twopercentage points.

#####  

At the Company’s election, the current Plan Year’s Average ActualDeferral Percentage data for Eligible Participants who are Non-HighlyCompensated Employees may be used; provided, however, that if an election touse current Plan Year data is made, it cannot be changed except as provided bythe Secretary of the Treasury.

 

This Section 3.3.1(b) shall not apply to the extent permittedunder Plan Section 3.1.2(a) and Code Section 414(v).

 

#### (c)                             Aggregation of Elective 401(k) Deferrals

####  

##### (i)                                      For purposes of this Section 3.3.1,the Actual Deferral Percentage for any Eligible Participant who is a HighlyCompensated Employee for the Plan Year and who is eligible to have Elective 401(k) Deferralsallocated to his or her account under two or more plans or arrangementsdescribed in Code Section 401(k) that are maintained by the Companyor an Affiliate shall be determined as if all such Elective 401(k) Deferralswere made under a single arrangement.

#####  

##### (ii)                                   In the event that this Plan satisfies therequirements of Code Sections 401(k), 401(a)(4), or 410(b) only ifaggregated with one or more other plans, or if one or more other plans satisfythe requirements of such Code Sections only if aggregated with this Plan, thenthis section shall be applied by determining Average Actual DeferralPercentages as if all such plans were a single plan.

#####  

### 3.3.2                        Distribution of Excess Deferrals

###  

#### (a)                             Notwithstanding any other provision ofthe Plan, Excess Deferrals, plus any income and minus any loss allocablethereto, shall be distributed no later than April 15 following the closeof the taxable year for which the Participant’s Excess Deferrals werecontributed. Excess Deferrals may be returned during the taxable year in whichthey were made only if designated as Excess Deferrals. The income or lossallocable to Excess Deferrals shall be determined through the end of thetaxable year to which the contributions relate by the Administrative Committeein accordance with applicable regulations.

####  

Fortaxable years beginning on or after January 1, 2007, gap-period earningsshall be included with the distribution of Excess Deferrals (as defined in CodeSection 402(g)(2)(A) to 

 

19

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theextent the Participant is or would be credited with an allocable gain or losson such Excess Deferrals for the gap-period, if the total amount were to bedistributed.  Any income and/or lossesearned during the gap-period shall be allocated to all Participants and to allcorrective distributions for the taxable year in a consistent and non-discriminatorymanner. The gap period income and/or losses allocable to a Participant’s ExcessDeferrals shall be determined by any one of the methods provided in Treas. Reg.§1.402(g)-1(e)(5).  However, if contrarylegal guidance is promulgated after April 30, 2007, then excess deferralsshall be adjusted for income and/or losses only to the extent mandated by suchguidance.  For purposes of thisparagraph, the “gap period” means the period between the close of theapplicable Plan Year and prior to the distribution; provided, however, that incomeor loss for the “gap period” may be determined as of a date that is no morethan seven days before the date of distribution.

 

#### (b)                            Employer Matching Contributions relatedto Excess Deferrals, together with any allocable income or loss, shall beforfeited and used to reduce Employer Matching Contributions and Profit-SharingContributions. For this purpose, Excess Deferrals shall be deemed attributablefirst to unmatched Elective 401(k) Deferrals.

####  

### 3.3.3                        Distribution of Excess Contributions

###  

Notwithstandingany other provision of the Plan, Excess Contributions, plus any income andminus any loss allocable thereto, shall be distributed no later than the lastday of the close of the Plan Year following the Plan Year for which the ExcessContributions were made in accordance with the following:

 

#### (a)                             The Excess Contributions with respect toHighly Compensated Employees shall be distributed in accordance with thefollowing procedure.

####  

##### (i)                                      The total amount of Excess Contributionsfor all affected Highly Compensated Employees shall be calculated in accordancewith Section 1.34.

#####  

##### (ii)                                   The Elective 401(k) Deferrals of theHighly Compensated Employee with the highest dollar amount of Elective 401(k) Deferralsfor the Plan Year shall be reduced by the amount required to cause that HighlyCompensated Employee’s Elective 401(k) Deferrals to equal the dollaramount of Elective Compensated Employee with the next highest dollar amount ofElective 401(k) Deferrals.  Thisamount is then distributed to such Highly Compensated Employee with the highestdollar amount of Elective 401(k) Deferrals.  However, if a lesser reduction under this Section 3.3.3(a)(ii) wouldequal the total Excess Contributions, then such lesser reduction amount shallbe distributed.

#####  

##### (iii)                                Notwithstanding anything to the contrary in thisSection, prior to the distribution of any Excess Contributions, all or a partof the Excess Contributions, as applicable, shall be recharacterized ascatch-up contributions for catch-up contribution eligible Participants, up tothe catch-up contributions limit for the appolicable Plan Year in accordancewith the requirements of Treasury Regulation Section 1.414(v)-1(d)(2)(iii).

 

20

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##### (iv)                               If the total dollar amount distributed isless than the total Excess Contributions for the Plan Year for all affectedHighly Compensated Employees the process described in this Section 3.3.3(a)(ii) shallbe repeated until the total dollar amount distributed equals the ExcessContributions for the year.

#####  

#### (b)                            The income or loss allocable to ExcessContributions shall be determined through the end of the Plan Year to which thecontributions relate by the Administrative Committee in accordance withapplicable regulations. Effective as of January 1, 2006, the income orloss allocable to Excess Contributions shall be determined in accordance withthe requirements of Treasury Regulation Section 1.401(k)-2(b)(2)(iv) asfollows:  The income or loss attributableto the Excess Contributions shall be the sum of (i) the income or loss onsuch contributions for the Plan Year, determined under any reasonable method,and (ii) the income or loss on such Excess Contributions for the “gapperiod”, determined under such reasonable method.  Any reasonable method used to determineincome or loss hereunder shall be used consistently for all Participants andfor all corrective distributions under the Plan for the applicable PlanYear.  For purposes of this paragraph,the “gap period” means the period between the close of the applicable Plan Yearand prior to the distribution; provided, however, that income or loss for the “gapperiod” may be determined as of a date that is no more than seven days beforethe date of distribution. Notwithstanding anything in this paragraph to the contrary, theAdministrative Committee may elect, in a non-discriminatory manner, not todistribute “gap period” income with respect to any Plan Year beginning on orafter January 1, 2008.

####  

#### (c)                             Employer Matching Contributions relatedto Excess Contributions, together with any allocable income or loss, shall beforfeited and used to reduce Employer Matching Contributions and Profit-SharingContributions. For this purpose, Excess Contributions shall be deemedattributable first to unmatched Elective 401(k) Deferrals.

####  

## 3.4                                 Employer Matching ContributionLimitations

##  

### 3.4.1                        Limit on Employer Matching Contributions

###  

Foreach Plan Year, Employer Matching Contributions shall be subject to thefollowing provisions:

 

#### (a)                                   Contribution Percentage Test

####  

For Employer Matching Contributions made on behalf of HighlyCompensated Employees for each Plan Year, the Average Contribution Percentagefor Primary Employees who are Highly Compensated Employees for the Plan Yearmust not exceed the greater of:

 

##### (i)                                      The Average Contribution Percentage forPrimary Employees who were Non-Highly Compensated Employees for the prior PlanYear, multiplied by 1.25; or

#####  

##### (ii)                                   The lesser of (A) the AverageContribution Percentage for Primary Employees who were Non-Highly CompensatedEmployees for the prior Plan Year, multiplied by 2.0; or (B) the priorPlan Year’s Average Contribution Percentage for 

 

21

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##### Primary Employees who were Non-Highly Compensated Employees plus twopercentage points.

#####  

At the Company’s election, the current Plan Year’s Average ContributionPercentage data for Primary Employees who are Non-Highly Compensated Employeesmay be used; provided, however, that if an election to use prior Plan Year datais made, it cannot be changed except as provided by the Secretary of theTreasury.

 

#### (b)                                  Aggregation of Contributions

####  

##### (i)                                      For purposes of this Section 3.4.1,the Contribution Percentage for any Primary Employee who is a HighlyCompensated Employee for the Plan Year and who is eligible to receive matchingcontributions or to make employee after-tax contributions under one or moreother plans described in Code Section 401 (a) that are maintained bythe Company or an Affiliate shall be determined as if all such contributionswere made under a single plan aggregated with this Plan.

#####  

##### (ii)                                   In the event that this Plan satisfies therequirements of Code Sections 401(m), 401(a)(4), or 410(b) only ifaggregated with one or more other plans, or if one or more other plans satisfythe requirements of such Code Sections only if aggregated with this Plan, thenthis section shall be applied by determining Average Contribution Percentagesas if all such plans were a single plan.

#####  

### 3.4.2                        Distribution of Excess Aggregate Contributions

###  

Notwithstandingany other provisions of the Plan, Excess Aggregate Contributions, plus anyincome and minus any loss allocable thereto, shall be distributed or forfeitedto the extent not vested no later than the last day of the close of the PlanYear following the Plan Year for which the Excess Aggregate Contributions weremade in accordance with the following:

 

#### (a)                                   The Excess Aggregate Contributions withrespect to Highly Compensated Employees shall be distributed in accordance withthe following procedure.

####  

##### (i)                                      The total amount of Excess Contributionsfor all affected Highly Compensated Employees shall be calculated in accordancewith Section 1.33.

#####  

##### (ii)                                   The Employer Matching Contributions ofthe Highly Compensated Employee with the highest dollar amount of EmployerMatching Contributions for the Plan Year shall be reduced by the amountrequired to cause that Highly Compensated Employee’s Employer MatchingContributions to equal the dollar amount of Employer Matching Contributions ofthe Highly Compensated Employee with the next highest dollar amount of EmployerMatching Contributions.  This amount isthen distributed to such Highly Compensated Employee with the highest dollaramount of Employer Matching Contributions. However, if a lesser reduction under this Section 3.3.3(a)(ii) wouldequal the total Excess Aggregate Contributions, then such lesser reductionamount shall be distributed.

 

22

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##### (iii)                                If the total dollar amount distributed in less thanthe total Excess Aggregate Contributions for the Plan Year for all affectedHighly Compensated Employees, the process described in Section 3.4.2(a)(ii) isrepeated until the total dollar amount distributed equals the total excesscontributions for the Plan Year.

#####  

#### (b)                                  The income or loss allocable to ExcessAggregate Contributions shall be determined through the end of the Plan Year towhich the contributions relate by the Administrative Committee in accordancewith applicable regulations.  Effectiveas of January 1, 2006, the income or loss allocable to the ExcessAggregate Contributions shall be determined in accordance with the requirementsof Treasury Regulation Section 1.401(m)-2(b)(2)(iv) as follows:  The income or loss attributable to the ExcessAggregate Contributions shall be the sum of (i) the income or loss on suchcontributions for the Plan Year, determined under any reasonable method, and (ii) theincome or loss on such Excess Aggregate Contributions for the “gap period”,determined under such reasonable method. Any reasonable method used to determine income or loss hereunder shallbe used consistently for all Participants and for all corrective distributionsunder the Plan for the applicable Plan Year. For purposes of this paragraph, the “gap period” means the periodbetween the close of the applicable Plan Year and prior to the distribution;provided, however, that income or loss for the “gap period” may be determinedas of a date that is no more than seven days before the date ofdistribution.  Notwithstanding anythingin this paragraph to the contrary, the Administrative Committee may elect, in anon-discriminatory manner, not to distribute “gap period” income with respectto any Plan Year beginning on or after January 1, 2008.

####  

### 3.4.3                        [Reserved]

###  

## 3.5                                 Rollover Contributions

##  

AnyEligible Employee may make a Rollover Contribution to the Plan. A RolloverContribution shall be in cash only or such other property as may be acceptableunder rules established by the Administrative Committee. TheAdministrative Committee may condition acceptance of a contribution intended tobe a Rollover Contribution upon receipt of such documents as it may require. Inthe event that an Eligible Employee makes a contribution pursuant to this Section 3.5intended to be a Rollover Contribution but which the Administrative Committeelater concludes did not qualify as a Rollover Contribution, the Trustee shalldistribute to the Eligible Employee, as soon as practicable after thatconclusion is reached, the amount of such contribution, together with anyearnings thereon.

 

## 3.6                                 Timing of Contributions

##  

TheEmployer shall transfer Profit-Sharing Contributions to the Trustee no laterthan the last day prescribed by law for the filing of the Employer’s federalincome tax return (including extensions thereon) for the taxable year of theEmployer which includes the last day of the Plan Year for which suchcontributions were made. The Employer shall transfer Elective 401(k) Deferralsto the Trustee as soon as practicable following the end of each month, but inno event later than the 15th business day of the month following the month inwhich the Elective 401(k) Deferral would otherwise have been payable tothe Participant in cash. The Employer shall 

 

23

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transferEmployer Matching Contributions to the Trustee at such time as it shalldetermine, but in no event later than the last day prescribed by law for thefiling of the Employer’s federal income tax (including extensions thereof) forthe taxable year of the Employer which includes the last day of the Plan Yearfor which such contributions were made. The Employer shall transfer True-Up Employer Matching Contribution (ifany) to the Trustee at such time as it shall determine, but in no event laterthan the last day prescribed by law for the filing of the Employer’s federalincome tax (including extensions thereof) for the taxable year of the Employerwhich includes the last day of the Plan Year for which such contributions weremade.

 

## 3.7                                 Forfeitures

##  

AnyForfeitures arising under the Plan shall be applied to reduce Employer MatchingContributions and Profit-Sharing Contributions.

 

## 3.8                                 Limitation on Allocations

##  

### 3.8.1                        As used in this Section 3.8 and in Section 3.9,each of the following terms shall have the meaning for that term set forth inthis Section 3.8.1:

###  

#### (a)                                   Annual Additions means, for each Participant, the sum ofthe following amounts credited to the Participant’s Account for the LimitationYear under this Plan or another Defined Contribution Plan maintained by theCompany or an Affiliate:

####  

##### (i)                                      Company or Affiliate contributions;

#####  

##### (ii)                                   Employee contributions;

#####  

##### (iii)                                forfeitures;

#####  

##### (iv)                               amounts described in Code Section 415(1)(1) andCode Section 419A(d)(2); and

#####  

##### (v)                                  allocations under a simplified employeepension.

#####  

Amountsattributable to Rollover Contributions or trust to trust transfers shall not beAnnual Additions.

 

ExcessDeferrals which are not distributed before the April 15 following thetaxable year to which they relate and Excess Contributions and Excess AggregateContributions shall be treated as Annual Additions.

 

#### (b)                                  Defined Benefit Fraction means, for anyParticipant, the fraction (determined as of the last day of the LimitationYear) which shall have a numerator equal to the Projected Annual Benefit of theParticipant under all Defined Benefit Plans and a denominator equal to thelesser of:

 

24

----

 

##### (i)                                      1.25 multiplied by the dollar limitationin effect under Code Section 415(b)(1)(A) for such Limitation Year;or

#####  

##### (ii)                                   1.4 multiplied by 100% of the Participant’saverage Limitation Compensation for his or her high three years.

#####  

#### (c)                                   Defined Contribution Dollar Limitation means $30,000, as adjusted pursuant toCode Section 415(d). Effective for Limitation Years beginning after December 31,2001, Defined Contribution Dollar Limitation means $40,000, as adjusted forincreases in the cost-of-living under Section 415(d) of the Code.

####  

#### (d)                                  Defined Contribution Fraction means, for any Participant, the fraction(determined as of the last day of the Limitation Year) which shall have anumerator equal to the sum of the Participant’s Annual Additions and adenominator equal to the sum of the lesser of the following amounts determinedfor such Limitation Year and for each prior Limitation Year for which theParticipant was credited with a Year of Service:

####  

##### (i)                                      1.25 multiplied by the dollar limitationin effect under Code Section 415(c)(1)(A) for such Limitation Year;or

#####  

##### (ii)                                   35% of the Participant’s LimitationCompensation for such Limitation Year.

#####  

#### (e)                                   Excess Amount means the excess of the Participant’sAnnual Additions for the Limitation Year involved over the Maximum PermissibleAmount for that Limitation Year.

####  

#### (f)                                     Limitation Compensation means an Employee’s compensation asdetermined pursuant to Code Section 415(c)(3). Limitation Compensationshall be subject to the adjusted dollar limitation under Code Section 401(a)(17).

####  

#### (g)                            Limitation Year means each 12-consecutive month periodending on the same last day as the Plan Year.

####  

#### (h)                            Maximum Permissible Amount means, for a Limitation Year and withrespect to any Participant, the lesser of (i) the Defined ContributionDollar Limitation, or (ii) 100% of the Participant’s LimitationCompensation for the Limitation Year provided, however, that the percentage ofLimitation Compensation limit shall not apply to (A) any contribution formedical benefits (within the meaning of Code Section 419A(d)(2)) afterTermination of Employment which is otherwise treated as an Annual Addition, or (B) anamount otherwise treated as an Annual Addition under Code Section 415(l)(1).This Section 3.8.1(h) shall not apply to the extent permitted underPlan Section 3.1.2(a) and Code Section 414(v).

####  

#### (i)                                Protected Annual Benefit means the Participant’s annual benefitunder a Defined Benefit Plan payable in the form of a straight life annuitycomputed on the assumptions that the Participant will remain employed untilNormal Retirement Age (or his or her current age, if later) and that his or herLimitation Compensation will remain at its current level until that time.

 

25

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### 3.8.2                        The amount of Annual Additions which may be creditedto the Participant’s Accounts for any Limitation Year shall not exceed theMaximum Permissible Amount. If the Employer contribution that could otherwisebe made or allocated to the Participant’s Account would cause the AnnualAdditions on behalf of the Participant for the Limitation Year to exceed theMaximum Permissible Amount with respect to that Participant for the LimitationYear, the amount to be contributed or allocated will be reduced so that theAnnual Additions on behalf of the Participant for the Limitation Year willequal such Maximum Permissible Amount.

###  

#### (a)                                   Prior to determining the Participant’sactual Limitation Compensation for a Limitation Year, the AdministrativeCommittee may determine the Maximum Permissible Amount for the Participant forthe Limitation Year on the basis of a reasonable estimation of the Participant’sLimitation Compensation for that Limitation Year. Such estimated LimitationCompensation shall be uniformly determined for all Participants similarlysituated.

####  

#### (b)                                  As soon as is administratively feasibleafter the end of a Limitation Year, the Maximum Permissible Amount for theLimitation Year will be determined on the basis of the Participant’s actualLimitation Compensation for the Limitation Year.

####  

#### (c)                                   If a Participant is credited with anAnnual Addition under any other Defined Contribution Plan maintained by theCompany or an Affiliate, before any Annual Addition is reduced under such otherDefined Contribution Plan, Annual Additions to this Plan shall be reduced tobring all such Plans in conformity with Code Section 415(c).

####  

#### (d)                                  If, as a result of the allocation offorfeitures, a reasonable error in estimating a Participant’s annual LimitationCompensation, a reasonable error in determining the amount of electivedeferrals that may be made with respect to any Participant under the limits ofCode Section 415, or under other limited facts and circumstances that theCommissioner of Internal Revenue finds justify the availability of the rules setforth in this Section 3.8.2(d), the Annual Additions under the Plan for aparticular Participant would cause the limitations of Code Section 415 tobe exceeded, then -

####  

##### (i)                                      Elective 401(k) Deferrals shall bereturned to the Participant to the extent of the Excess Amount.

#####  

##### (ii)                                   If, after the application of Section 3.8.2(d)(i),an Excess Amount still exists and the Participant is covered by the Plan at theend of the Limitation Year, the Excess Amount in the Participant’s Account willbe used to reduce Employer Matching Contributions for such Participant in thenext Limitation Year and each succeeding Limitation Year, if necessary.

#####  

##### (iii)                                If, after the application of Section 3.8.2(d)(ii),an Excess Amount still exists and the Participant is not covered by the Plan atthe end of a Limitation Year, the Excess Amount will be held unallocated in asuspense account and applied to reduce Employer Matching Contributions for allremaining Participants in the next Limitation Year and each succeedingLimitation Year, if necessary.

 

26

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Ifa suspense account is in existence at any time during a particular LimitationYear, all amounts in the suspense account must be allocated and reallocated toParticipants’ Accounts before any Employer or Employee contributions may bemade to the Plan for that Limitation Year. Any Elective 401(k) Deferralsreturned under this Section 3.8.2(d) shall be disregarded forpurposes of the Average Actual Deferral Percentage Test set forth in Section 3.3.1(b) andthe annual limit on Elective 401(k) Deferrals under Code Section 402(g).

 

## 3.9                                                         [Reserved]

##  

## 3.10                           Return of Employer Contributions UnderSpecial Circumstances

##  

Notwithstandingany provision of this Plan to the contrary, upon timely written demand by anEmployer to the Trustee:

 

#### (a)                                   Any contribution made by the Employerunder a mistake of fact shall be returned to the Employer by the Trustee withinone year after the payment of the contribution.

####  

#### (b)                                  Any contribution made by the Employershall be returned to the Employer within one year after a current deduction forthe contribution under Code Section 404 is disallowed by the InternalRevenue Service, but only to the extent disallowed.

####  

#### (c)                                   Any contribution made by the Employershall be returned to the Employer by the Trustee within one year afternotification from the Internal Revenue Service following a timely applicationfor determination as to initial qualification that the Plan is not a qualifiedplan.

####  

Contributionsreturned to the Employer under (a) or (b) shall be net of anyinvestment losses but shall not include any earnings thereon.

 

## 3.11                           Profits Not Required

##  

Allcontributions to the Plan may be made without regard to the current oraccumulated earnings or profits of the Employer. The Plan shall, however, continueto be designated as a profit sharing plan for purposes of the Code.

 

## 3.12                           Contributions Conditioned onDeductibility

##  

Allcontributions made under the Plan are made on the condition that they arecurrently deductible under Code Section 404; provided, however, that nocontributions shall be returned to the Employer except as provided in Section 3.10.

 

27

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# ARTICLEIV

# ACCOUNTS, INVESTMENTS AND ALLOCATIONS

#  

## 4.1                                 Establishment of Participant Accounts

##  

TheAdministrative Committee shall establish and maintain an Account in the name ofeach Participant and shall credit or cause to be credited all amounts allocableto each such Participant to the following subaccounts:

 

#### (a)                                   401(k) Subaccount. Any Elective 401(k) Deferrals allocable to the Participant and theearnings, losses and expenses attributable thereto.

####  

#### (b)                                  Employer Matching ContributionsSubaccount.  Any Employer Matching Contributions allocableto the Participant and the earnings, losses and expenses attributable thereto.

####  

#### (c)                                   Profit-Sharing Contributions Subaccount. Any Profit-Sharing Contributions allocable to the Participant and theearnings, losses and expenses attributable thereto.

####  

#### (d)                                  Rollover Contributions Subaccount. Any Rollover Contributions allocable to the Participant and theearnings, losses and expenses attributable thereto.

####  

Themaintenance of separate subaccounts under this Section 4.1 is foraccounting purposes only, and a physical segregation of assets of the Trust toeach separate subaccount shall not be required. Any distribution to aParticipant or Beneficiary, or any withdrawal by or loan to a Participant underArticle VI, shall be charged to the appropriate subaccount of theParticipant in accordance with procedures established by the AdministrativeCommittee.

 

## 4.2                                 Investment of Funds

##  

IfInvestment Funds are established pursuant to Section 12.1, then thecontributions and Account Balance of a Participant or the Account Balance of aBeneficiary of a deceased Participant shall be invested among the InvestmentFunds as directed by the Participant or Beneficiary in accordance with andsubject to Section 12.1.2. Investment directions by a Participant orBeneficiary may be made or changed as of each business day once a calendarmonth, subject to such procedures as may be established by the AdministrativeCommittee (including, but not limited to, requirements for prior notice andinvestments in minimum increments). In the event that a Participant, for anyreason, fails to provide proper initial investment directions, contributionsallocated to such Participant shall be entirely invested in the defaultInvestment Fund or Funds designated by the Administrative Committee from timeto time.

 

## 4.3                                 Allocation of Earnings to Accounts

##  

Allearnings or income received on any investment credited to a Participant’s orBeneficiary’s Account under the Plan shall be reinvested in additionalinterests in such investment and shall be credited to such subaccount.

 

28

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## 4.4                                 Allocation Report

##  

TheAdministrative Committee shall deliver to each Participant and Beneficiary of adeceased Participant, at least annually, a statement for the Account of suchParticipant or Beneficiary which shows the activity since the prior statementdate and the market value of the Account as of the current statement date andany other information deemed appropriate by the Administrative Committee.

 

## 4.5                                 Allocation Corrections

##  

Anyerror or omission in the statement provided pursuant to Section 4.4 shallbe corrected as necessary to remedy such error or omission.

 

29

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# ARTICLEV

# VESTING AND TOP-HEAVY PROVISIONS

#  

## 5.1                                 Determination of Vesting

##  

### 5.1.1                        A Participant shall at all times have a vested percentageof 100% in the balance of his or her 401(k) Subaccount and RolloverContributions Subaccount.

###  

### 5.1.2                        A Participant who has a Termination of Employment dueto death or Disability or who has a Termination of Employment on or afterattainment of Normal Retirement Age shall have a vested percentage of 100% inhis or her Account.

###  

### 5.1.3                        A Participant shall be fully vested at all times inhis or her Employer Matching Contributions Subaccount and Profit-SharingContributions Subaccount; provided, however, prior to July 31, 2004, thevested percentage of a Participant in his or her Employer MatchingContributions Subaccount, and Profit-Sharing Contributions Subaccount shall bedetermined in accordance with the following schedule:

###  

| **Completed Years** | ** ** | **Vested**     | ** ** |
|--------------------------|------------|----------------|------------|
| **of  Vesting Service**  | ** ** | **Percentage** | ** ** |
|                     |       |           |       |
| 2 years                  |       | 25             | %          |
|                     |       |           |       |
| 3 years                  |       | 50             | %          |
|                     |       |           |       |
| 4 years                  |       | 75             | %          |
|                     |       |           |       |
| 5 years                  |       | 100            | %          |

 

### 5.1.4                        Notwithstanding the foregoing, any Participant with 3or more years of Vesting Service who, prior to attaining Normal Retirement Age,has an involuntary or voluntary Termination of Employment as a result of aReduction in Force shall be 100% vested in his or her Account; provided,however, that such provision shall be implemented in a uniform andnondiscriminatory manner.

 

## 5.2                                 Rules for Crediting Vesting Service

##  

### 5.2.1                        A Participant’s Vesting Service shall equal the sum ofparagraphs (a) and (b) below.

###  

#### (a)                                   Subject to the limitations set forth inSections 5.2.2 and 5.2.3, a Participant shall earn a year of Vesting Servicefor each one year Period of Service he or she completes. For purposes ofdetermining a one year Period of Service for vesting, non-successive Periods ofService shall be aggregated on the basis that Periods of Service totaling 12months (with 30 days deemed to be a month in the case of the aggregation offractional months) or 365 days shall equal a whole year Period of Service. Thisparagraph shall be interpreted in accordance with the elapsed time method setforth in Treas. Reg. §1.410(a)-7.

 

30

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#### (b)                                  In addition, the Company may, in itsdiscretion, grant past service credit for Vesting Service to individuals whobecome Employees through an acquisition of assets or an entity by an Employeror Affiliate or through a merger or consolidation of an entity with or into anEmployer or an Affiliate or any other similar transaction; provided, however,that any such provision shall be subject to the nondiscrimination requirementsof Code Section 401(a)(4).

####  

### 5.2.2                        A Participant who has no vested percentage in his orher Employer-Derived Account Balance and who has a Termination of Employmentshall, if he or she again becomes an Employee, receive no credit for his or herVesting Service prior to such Termination of Employment if his or her Period ofSeverance equals or exceeds the greater of five years or his or her PeriodService prior to such Termination of Employment. This paragraph shall beinterpreted in accordance with the elapsed time method set forth in Treas. Reg.§1.410(a)-7.

###  

### 5.2.3                        If a Participant who is less than 100% vested in hisor her Employer-Derived Account Balance has a Termination of Employment andincurs a Period of Severance of at least five consecutive years, then his orher Period of Service after such Period of Severance shall be disregarded forpurposes of vesting in his or her Employer-Derived Account Balance whichaccrued before such Period of Severance. This paragraph shall be interpreted inaccordance with the elapsed time method set forth in Treas. Reg. §1.410(a)-7.

###  

## 5.3                                 Rules for Crediting Service UponTermination of Employment

##  

### 5.3.1                        If a Participant who is less than 100% vested in hisor her Employer-Derived Account Balance terminates Employment and receives acomplete distribution of his or her vested Employer-Derived Account Balance(or, under Section 6.1.2, is deemed to have received a completedistribution), then the nonvested portion of his or her Employer-DerivedAccount balance shall be treated as a forfeiture.

###  

### 5.3.2                        In the event a Participant forfeited any portion ofhis or her Account in accordance with Section 5.3.1 and again becomes anEligible Employee prior to incurring, a Period of Severance equaling at leastfive consecutive years), the nonvested portion of his or her Account shall berestored to its value as of the date of distribution (or deemed distribution).If the Participant received a distribution, his or her vested portion shall notbe less than an amount (“X”) determined by the formula: X = P(AB + D) - D. Forpurposes of applying the formula: P is the vested percentage at the relevanttime; AB is the Account Balance at the relevant time; D is the amount of thedistribution; and the “relevant time” is any time prior to the time at which,under the Plan, the vested percentage in the account cannot increase. Therestored amount shall be derived from amounts forfeited during the Plan Yearthrough such Valuation Date and, if such forfeitures are not sufficient, from acontribution by the Employer.

###  

### 5.3.3                        The Plan shall disregard Elective 401(k) Deferralsin applying the vesting provisions of the Plan to other contributions orbenefits under Code Section 411(a)(2). However, the Plan shall otherwisetake a Participant’s Elective 401(k) Deferrals into account in determiningthe Participant’s vested benefits under the Plan. Thus, for example, the Planshall take Elective 401(k) Deferrals into account in determining whether aParticipant has a nonforfeitable right to contributions under the Plan forpurposes of forfeitures, and for applying provisions permitting 

 

31

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###  

### the repayment of distributions to have forfeitedamounts restored, and the provisions of Code Sections 410(a)(5)(D)(iii) and411(a)(6)(D)(iii) permitting a plan to disregard certain service completedprior to breaks-in-service (sometimes referred to as “the rule of parity”).

###  

## 5.4                                 Top-Heavy Provisions

##  

### 5.4.1                        As used in this Section 5.4, each of thefollowing terms shall have the meanings for that term set forth in this Section 5.4.1:

###  

#### (a)                                   Determination Date means, for any Plan Year subsequent tothe first Plan Year, the last day of the preceding Plan Year, and for the firstPlan Year of the Plan, the last day of such Plan Year.

####  

#### (b)                                  Determination Period means the Plan Year containing the DeterminationDate.

####  

#### (c)                                   Key Employee means any Employee or former Employee(and the beneficiaries of such Employee) who, at any time during the “DeterminationPeriod,” was:

####  

##### (i)                                      an officer of the Company or an Affiliatehaving an annual Limited Compensation greater than 50% of the Defined BenefitDollar Limitation for any Plan Year within the Determination Period or,effective for Plan Years beginning after December 31, 2001, an officer ofthe Company or an Affiliate having an annual Limited Compensation greater than$130,000 (as adjusted under Code Section 416(i)(1)(A));

#####  

##### (ii)                                   an owner (or considered an owner underCode Section 318) of one of the ten largest interests in the Company or anAffiliate if such individual’s compensation exceeds 100% of the DefinedContribution Dollar Limitation; provided, however, that this subparagraph (ii) shallnot apply for Plan Years beginning after December 31, 2001;

#####  

##### (iii)                                a “5% owner” (as defined in Code Section 416(i))of a Company or an Affiliate; or

#####  

##### (iv)                               a “1% owner” (as defined in Code Section 416(i))of a Company or an Affiliate who has an annual Limitation Compensation inexcess of $150,000.

#####  

#### (d)                                  Limitation Compensation means an amount determined in accordancewith Section 3.8.1(f).

####  

#### (e)                                   Non-Key Employee means any Employee who is not a KeyEmployee.

####  

#### (f)                                     Permissive Aggregation Group means the Required Aggregation Group ofplans plus any other plan or plans of the Company or an Affiliate which, whenconsidered as a group with the Required Aggregation Group, would continue tosatisfy the requirements of Code Sections 401(a)(4) and 410.

####  

#### (g)                                  Required Aggregation Group means (i) each Qualified Plan ofthe Company or an Affiliate in which at least one Key Employee participates,and (ii) any other Qualified Plan of the 

 

32

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#### Company or an Affiliate which enables a plan describedin (i) to meet the requirements of Code Section 401(a)(4) andCode Section 410.

####  

#### (h)                                  Super Top-Heavy Plan means the Plan, if the Top-Heavy Ratio,as determined under the definition of Top-Heavy Plan, exceeds 90%.

####  

#### (i)                                      Top-Heavy Plan means, for any Plan Year, the Plan ifany of the following conditions exists:

####  

##### (i)                                      If the Top-Heavy Ratio for the Planexceeds 60% and the Plan is not part of any Required Aggregation Group orPermissive Aggregation Group of plans.

#####  

##### (ii)                                   If the Plan is part of a RequiredAggregation Group of plans but not part of a Permissive Aggregation Group andthe Top-Heavy Ratio for the Required Aggregation Group of plans exceeds 60%.

#####  

##### (iii)                                If the Plan is part of a Required Aggregation Groupand part of a Permissive Aggregation Group of plans and the Top-Heavy Ratio forthe Permissive Aggregation Group exceeds 60%.

#####  

Solelyfor the purposes of determining whether the Plan or any other plan included inan aggregation group is a Top-Heavy Plan, the accrued benefit of a Non-KeyEmployee shall be determined (a) under the method, if any, that uniformlyapplies for accrual purposes under all plans maintained by the Company and anyAffiliate, or (b) if there is no such method, as if such benefit accruednot more rapidly than the slowest accrual rate permitted under the fractionalaccrual rate set forth in Code Section 411(b)(1)(C).

 

#### (j)                                      Top-Heavy Ratio means, for the Plan, alone, or for theRequired or Permissive Aggregation Group, as appropriate, either (i) or (ii) or(iii) below:

####  

##### (i)                                      If the Company or any Affiliate maintainsone or more Defined Contribution Plans (including any “simplified employeepension” within the meaning of Code Section 408(k)) and the Company or anyAffiliate has never maintained any Defined Benefit Plan which, during the oneyear period ending on the Determination Date, has or has had accrued benefits,the Top-Heavy Ratio is a fraction, the numerator of which is the sum of theaccount balances of all Key Employees as of the Determination Date, and thedenominator of which is the sum of all account balances, in each case computedin accordance with Code Section 416; provided, however, that the numeratorand denominator of the Top-Heavy Ratio shall be adjusted to reflect anycontribution not actually made as of the Determination Date, but which isrequired to be taken into account on that date under Code Section 416; andfurther provided, however, that the numerator and denominator of the Top-HeavyRatio shall include any part of any account balance distributed within the oneyear period ending on the Determination Date due to severance from employment,separation from service, death, or disability, and shall also include any partof any account balance distributed for any other reason within the five yearperiod ending on the Determination Date.

 

33

----

 

##### (ii)                                   If the Company or any Affiliate maintainsone or more Defined Contribution Plans (including any “simplified employeepension” within the meaning of Code Section 408(k)) and the Company or anyAffiliate maintains or has maintained one or more Defined Benefit Plans which,during the one year period ending on the Determination Date, has or has had anyaccrued benefits, the Top-Heavy Ratio is a fraction, the numerator of which isthe sum of the account balances under the aggregated Defined Contribution Plansfor all Key Employees, determined in accordance with (iv) above, plus thepresent value of accrued benefits under the aggregated Defined Benefit Plansfor all Key Employees as of the Determination Date and the denominator of whichis the sum of the account balances under the aggregate Defined ContributionPlans for all Participants, determined in accordance with (iv) above, plusthe present value of accrued benefits under the Defined Benefit Plans for allsuch Participants as of the Determination Date, all determined in accordancewith Code Section 416; provided, however, that the numerator anddenominator of the Top-Heavy Ratio shall include any accrued benefit under aDefined Benefit Plan distributed within the one year period ending on theDetermination Date due to severance from employment, separation from service,death, or disability, and shall also include any part of any account balancedistributed for any other reason within the five year period ending on theDetermination Date.

#####  

##### (iii)                                For purposes of determining the Top-HeavyRatio, the value of account balances will be determined as of the most recentTop-Heavy Valuation Date that falls within or ends with the twelve (12) monthperiod ending on the Determination Date, except as provided in Code Section 416for the first and second plan years of a Defined Benefit Plan. The accountbalances of any Participant who (a) is a Non-Key Employee, but who was aKey Employee in a prior year, or (b) has not performed an Hour of Servicewith the Company or any Affiliate at any time during the one year periodending on the Determination Date, will be disregarded. The calculation of theTop-Heavy Ratio, and the extent to which distributions, rollovers and transfersare taken into account will be made in accordance with Code Section 416.When aggregating plans, the value of account balances will be calculated withreference to the Determination Dates that fall within the same calendar year.

#####  

#### (k)                                   Top-Heavy Valuation Date means the date as of which accountbalances or accrued benefits are valued to calculate the Top-Heavy Ratio.

####  

### 5.4.2                        If the Plan is determined to be a Top-Heavy Plan as ofany Determination Date, then notwithstanding any Plan provision to thecontrary, it shall be subject to the rules set forth in the balance ofthis Section 5.4, beginning with the first Plan Year commencing after suchDetermination Date.

###  

### 5.4.3                        (a)  Except as provided in Section 5.4.3(b),and except to the extent any other Defined Contribution Plan (except for TheRockwood Specialties Inc. Money Purchase Pension Plan) or Defined Benefit Planprovides such minimum benefit to the Participant, for any Plan Year in whichthe Plan is a Top-Heavy Plan, contributions and forfeitures allocated to theProfit-Sharing Contributions Subaccount of any Participant who is a Non-KeyEmployee (whether or not such 

###  

34

----

 

### Participant has completed 1,000 Hours of Service inthat Plan Year) with respect to that Plan Year shall not be less than thesmaller of-

###  

##### (i)                                      3% of such Participant’s LimitationCompensation, or

#####  

##### (ii)                                   the largest percentage of contributionsand forfeitures, as a percentage of the Key Employee’s Compensation, allocatedto the Account of any Key Employee for that year.

#####  

Effectivefor Plan Years beginning after December 31, 2001, Employer MatchingContributions shall be taken into account for purposes of satisfying theminimum contribution requirements of Section 416(c)(2) of the Codeand this paragraph (a). The preceding sentence shall apply with respect toEmployer Matching Contributions under this Plan or, if the Plan provides thatthe minimum contribution requirement shall be met in another plan, employermatching contributions under such other plan. Employer Matching Contributionsthat are used to satisfy the minimum contribution requirements shall also becounted for purposes of the Average Contribution Percentage test of Plan Section 3.4.1and other requirements of Code Section 401(m).

 

#### (b)                                  The provision in (a) above shall notapply to any Participant who was not employed by the Company or an Affiliate onthe last day of the Plan Year.

####  

### 5.4.4                        In the event that any provision of this Section 5.4is no longer required to qualify the Plan under the Code, then such provisionshall thereupon be void without the necessity of further amendment of the Plan.

###  

35

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#  

# ARTICLEVI

# AMOUNT AND PAYMENT OF BENEFITS TOPARTICIPANTS

#  

## 6.1                                 Termination of Employment

##  

### 6.1.1                        A Participant shall be entitled to receive the vestedportion of his or her Account Balance upon a Termination of Employment whichconstitutes a “severance from employment” under Code Section 401(k).

###  

### 6.1.2                        Subject to (a) and (b) below, and Section 6.2,a Participant’s Benefit Commencement Date shall be the date determined under Section 6.1.3.

###  

#### (a)                                   A Participant who terminates Employmentprior to his or her Normal Retirement Date may make a written election (withSpousel Consent, if married) to receive his or her vested Account Balance as ofa date prior to his or her Normal Retirement Date, provided such election ismade during the 180-day period preceding his Benefit Commencement Date. TheAdministrative Committee shall notify the Participant (and the Participant’sSpouse, if any) of the right to defer any distribution until the Participant’sRequired Distribution Date. Such notification shall include a generaldescription of the material features of the optional forms of benefit under thePlan in a manner which would satisfy the notice requirements of TreasuryRegulations Section 1.411 (a)-11. Such notice shall be provided no lessthan 30 days and no more than 180 days prior to the Benefit Commencement Date.However, distribution may commence less than 30 days after such notice isprovided, so long as (i) the Participant (and his or her Spouse, ifapplicable) has been provided with information that clearly indicates that heor she has at least 30 days to consider whether to consider the decision ofwhether or not to elect a distribution; and (ii) the Participant (and hisor her Spouse, if applicable) affirmatively elects a distribution.

####  

#### (b)                                  Notwithstanding (b) above, if aParticipant’s vested Account Balance does not exceed $1,000, the Participant’svested Account Balance shall be paid to him or her in a lump sum distributionas soon as practicable following his or her Termination of Employment. For thispurpose, if a Participant does not have a vested interest in any subaccount(and thus is not entitled to any distribution from such subaccount), the Participantshall be deemed to have received a complete distribution of his or her interestin such subaccount upon termination of Employment.

####  

### 6.1.3                        Unless the Participant otherwise elects, in no eventshall he or she begin to receive a benefit later than the sixtieth day afterthe close of the Plan Year in which the latest of the following events occurs:

###  

#### (a)                                   the date the Participant attains his orher Normal Retirement Age;

####  

#### (b)                                  the Participant’s termination ofemployment; or

####  

#### (c)                                   the 10th anniversary of the year in whichthe Participant commenced participation in the Plan.

####  

36

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Notwithstandingthe foregoing, a Participant who terminates employment may elect to deferreceipt of his or her benefit until his or her Required Distribution Date. Inno event shall a Participant begin to receive his or her benefit later than isrequired under Section 6.2.3.

 

## 6.2                                 In-Service Distributions

##  

### 6.2.1                        Prior to Termination of Employment, a Participant whois at least age 59-1/2 may elect to withdraw all or any part of his or hervested Account Balance; provided, however, that any such withdrawal shall bepermitted only if Spousal Consent (if married) to the withdrawal is obtainedwithin 90 days prior to the date of the withdrawal, and provided, further, thatany such withdrawal shall be subject to such rules and procedures as theAdministrative Committee may establish. A Participant who has incurred a Disability may also elect to withdrawall or any part of his or her vested Account Balance in accordance with this Section 6.2.1.

###  

### 6.2.2                        Prior to Termination of Employment, aParticipant may request a distribution from his or her 401(k) Subaccountdue to hardship. The amount of a hardship withdrawal from a Participant’s 401(k) Subaccountshall not exceed the amount of his or her Elective 401(k) Deferrals(without earnings). A hardship withdrawal shall be permitted only if (1) theAdministrative Committee determines that it is due to an immediate and heavyfinancial need (in accordance with (a) below) and is necessary to satisfysuch financial need (in accordance with (b) below), and (2) theParticipant obtains Spousal Consent to such withdrawal within 90 days prior tothe date of the withdrawal. A withdrawal under this Section 6.2.2 shall besubject to such rules and procedures as the Administrative Committee mayestablish.

###  

#### (a)                                   A distribution shall be considered due toan immediate and heavy financial need only if it is due to:

####  

##### (i)                                      medical expenses described in Code Section 213(d) ofthe Participant, the Participant’s Spouse, or any dependents of the Participant(as defined in Code Section 152);

#####  

##### (ii)                                   the purchase (excluding mortgagepayments) of a principal residence for the Participant;

#####  

##### (iii)                                the payment of tuition and related educationalfees for the next 12 months of post-secondary education for the Participant orhis or her Spouse, children or dependents;

#####  

##### (iv)                               the need to prevent the eviction of theParticipant from his or her principal residence or foreclosure on the mortgageof the Participant’s principal residence:

#####  

##### (v)                                  the funeral expenses of a member of theParticipant’s family; or

#####  

##### (vi)                               any other condition or event which theCommissioner of the Internal Revenue Service determines is a deemed immediateand financial need.

#####  

37

----

 

#### (b)                                  A distribution will be considerednecessary to satisfy an immediate and heavy financial need of a Participant ifall of the following requirements are satisfied:

####  

##### (i)                                      the distribution will not be in excess of(A) the amount of the immediate and heavy financial need of theParticipant, plus (B) such amount as the Administrative Committee deemsnecessary to provide for federal, state and local income and penalty taxeswhich may reasonably be anticipated to result from the distribution;

#####  

##### (ii)                                   the Participant is unable to satisfy theneed by borrowing from commercial sources on reasonable commercial terms;

#####  

##### (iii)                                the Participant has made reasonableliquidation of his or her assets;

#####  

##### (iv)                               the Participant has obtained alldistributions, other than hardship distributions, and all nontaxable loanscurrently available under all plans maintained by the Employer and theAffiliates;

#####  

##### (v)                                     the Participant’s Elective 401(k) Deferralsand any other elective contributions and employee contributions, to the Planand all other plans maintained by the Employer (as defined in Treas. Reg.§1.401(k)-1(d)(3)(iv)(F)) will be suspended for at least 6 months after receiptof the hardship distribution;

#####  

##### (vi)                                  Effective for Plan Years beginning on orbefore December 31, 2001, the Participant may not make Elective 401(k) Deferralsfor the Participant’s taxable year immediately following the taxable year ofthe hardship distribution in excess of the applicable limit under Code Section 402(g) forsuch next taxable year.

#####  

#### (c)                                   Effective as of January 1, 2002, Section 6.4shall apply with respect to the minimum required distributions under Code Section 401(a)(9).

####  

### 6.2.3                        [Reserved]

###  

### 6.2.4                        Prior to Termination of Employment, a Participant mayelect to withdraw all or any part of his or her Rollover ContributionsSubaccount; provided, however, that any such withdrawal shall be permitted onlyif Spousal Consent to the withdrawal is obtained within 90 days prior to thedate of the withdrawal, and provided, further, that any such withdrawal shallbe subject to such rules and procedures as the Administrative Committeemay establish.

###  

## 6.3                                 Loans

##  

### 6.3.1                        A Participant or Beneficiary who is a “party ininterest” within the meaning of ERISA Section 3(14) may submit anapplication to the Administrative Committee to borrow from his or her Accountan amount which, when added to the outstanding balance of all other loans tothe Participant from all qualified plans of the Employer and Affiliates, is notin excess of the lesser of:

###  

38

----

 

#### (a)                                   $50,000, reduced by the excess, if any,of (i) the highest outstanding balance of loans from the Plan or any otherqualified retirement plan maintained by the Employer or an Affiliate during theone-year period ending on the day before the date on which such loan was made,over (ii) the outstanding balance of any such other loan on the date onwhich the loan is made, or

####  

#### (b)                                  50% of the vested portion of his or herAccount Balance.

####  

### 6.3.2                        If approved, each such loan shall complywith the following conditions:

###  

#### (a)                                   It shall be evidenced by a negotiablepromissory note.

####  

#### (b)                                  The rate of interest payable on theunpaid balance of such loan shall be a reasonable rate determined by theAdministrative Committee.

####  

#### (c)                                   The loan, by its terms, must requiresubstantial level amortization of repayments (to be made not less frequentlythan quarterly) within five years; provided, however, that if the proceeds ofthe loan are used to acquire any dwelling unit which, within any reasonabletime (determined at the time the loan is made), will be used as the principalresidence of the Participant, the repayment schedule may be for a reasonableterm in excess of five years.

####  

#### (d)                                  In the event of a default, foreclosure onthe promissory note will not occur until a distributable event occurs under Article VIor Article VIII. Notwithstanding the foregoing, upon the failure of aParticipant to make loan payments because of the bankruptcy of the Participantor some other event of default set forth in the promissory note, or upon theoccurrence of a distributable event under Article VI or Article VIII,such loan will become due and payable, and the unpaid balance of such loan,including any unpaid interest, may, in the Administrative Committee’sdiscretion, be charged against the Participant’s Account Balance. The unpaidbalance of such loan, including unpaid interest, shall be chargedagainst the Participant’s Account Balance before any distribution to the Participantor a Beneficiary.

####  

#### (e)                                   The loan shall be adequately secured;provided however, that not more than 50% of the Participant’s vested AccountBalance shall be used as security for a loan.

####  

#### (f)                                     A Participant must obtain Spousal Consentto any loan within the 90-day period prior to the time any portion of theParticipant’s Account Balance is used to secure the loan. A new Spousal Consentmust be obtained in the event the loan is renegotiated, extended, renewed, orotherwise revised.

####  

### 6.3.3                        Any loan of a Participant shall be charged solelyagainst the Account of the borrowing Participant. Principal and interestpayments with respect to the loan shall be credited solely to the Account ofthe borrowing Participant from which the loan was made. Any loss caused bynonpayment or other default on a Participant’s loan obligations shall be bornesolely by that Account.

###  

### 6.3.4                        The Administrative Committee may adopt written rules andprocedures for loans which are hereby incorporated by reference.

###  

39

----

 

### 6.3.5                        Loans shall be made available to allParticipants on a reasonably equivalent basis, except that the AdministrativeCommittee may make reasonable distinctions based upon creditworthiness, otherobligations of the Participant, the ability to repay through payroll deductionsand other factors that may adversely affect the ability to assure repaymentthrough payroll deduction.

###  

### 6.3.6                        Plan loans under this Section 6.3shall be administered in accordance with Code Section 72(p) and theregulations thereunder.

###  

## 6.4                                 Minimum Required Distributions

##  

### 6.4.1                        General Requirements

###  

#### (a)                                   Effective Date. The provisions of this Section will apply for purposes ofdetermining required minimum distributions for calendar years beginning withthe 2002 calendar year.

####  

#### (b)                                  Coordination with Minimum DistributionRequirements Previously in Effect.  The requiredminimum distributions for 2002 under this Section will be determined asfollows.  If the total amount of 2002required minimum distributions under the Plan made to the distributee prior tothe effective date of this Section equals or exceeds the required minimumdistributions determined under this Section, then no additional distributionswill be required to be made for 2002 on or after such date to thedistributee.  If the total amount of 2002required minimum distributions under the Plan made to the distributee prior tothe effective date of this Section is less than the amount determinedunder this Section, then required minimum distributions for 2002 on and aftersuch date will be determined so that the total amount of required minimumdistributions for 2002 made to the distributee will be the amount determinedunder this Section.

####  

#### (c)                                   Precedence.  Therequirements of this Section will take precedence over any inconsistentprovisions of the Plan.

####  

#### (d)                                  Requirements of Treasury RegulationsIncorporated.  All distributions required under this Section willbe determined and made in accordance with the Treasury Regulations under Code Section 401(a)(9).

####  

### 6.4.2                        Time and Manner of Distribution

###  

#### (a)                                   Required Beginning Date. The Participant’s entire interest will be distributed, or begin to bedistributed, to the Participant no later than the Participant’s requiredbeginning date.

####  

#### (b)                                  Death of Participant Before DistributionsBegin.  If the Participant dies before distributionsbegin, the Participant’s entire interest will be distributed, or begin to bedistributed, no later than as follows:

####  

##### (i)                                      If the Participant’s Surviving Spouse isthe Participant’s sole designated beneficiary, then, except as provided in Article VIII,distributions to the Surviving Spouse will begin by December 31 of thecalendar year immediately following the calendar year 

#####  

40

----

 

##### in which the Participant died, or by December 31 of the calendaryear in which the Participant would have attained age 70 1⁄2, if later.

#####  

##### (ii)                                   If the Participant’s Surviving Spouse isnot the Participant’s sole designated beneficiary, then, except as provided in Article VIII,distributions to the designated beneficiary will begin in December 31 ofthe calendar year immediately following the calendar year in which theParticipant died.

#####  

##### (iii)                                If there is no designated beneficiary as of September 30of the year following the year of the Participant’s death, the Participant’sentire interest will be distributed by December 31 of the calendar yearcontaining the fifth anniversary of the Participant’s death.

#####  

##### (iv)                               If the Participant’s Surviving Spouse isthe Participant’s sole designated beneficiary and the Surviving Spouse diesafter the Participant but before distributions to the Surviving Spouse begin,this subsection 6.4.2(b), other than subection 6.4.2(b)(i), will apply as ifthe Surviving Spouse were the Participant.

#####  

For purposes of this subsection 6.4.2(b) andsubsection 6.4.4, unless subsection 6.4.2(b)(iv) applies, distributionsare considered to begin on the Participant’s required beginning date.  If subsection 6.4.2(b)(iv) applies,distributions are considered to begin on the date distributions are required tobegin to the Surviving Spouse under subsection 6.4.2(b)(i).  If distributions under an annuity purchasedfrom an insurance company irrevocably commence to the Participant before theParticipant’s required beginning date (or to the Participant’s Surviving Spousebefore the date distributions are required to begin to the Surviving Spouseunder subsection 6.4.2(b)(i), the date distributions are considered to begin isthe date distributions actually commence.

 

#### (c)                                   Forms of Distribution. Unless the Participant’s interest is distributed in the form of anannuity purchased from an insurance company or in a single sum on or before therequired beginning date, as of the first distribution calendar year distributionswill be made in accordance with subsections 6.4.2(b)(i) and 6.4.4 of thisSection.  If the Participant’s interestis distributed in the form of an annuity purchased from an insurance company,distributions thereunder will be made in accordance with the requirements ofCode Section 401(a)(9) and the Treasury Regulations.

####  

### 6.4.3                        Required Minimum Distributions DuringParticipant’s Lifetime

###  

#### (a)                                   Amount of Required Minimum DistributionFor Each Distribution Calendar Year.  During theParticipant’s lifetime, the minimum amount that will be distributed for eachdistribution calendar year is the lesser of:

####  

##### (i)                                      the quotient obtained by dividing theParticipant’s account balance by the distribution period in the UniformLifetime Table set forth in Section 1.401(a)(9)-9 of the Treasuryregulations, using the Participant’s age as of the Participant’s birthday inthe distribution calendar year; or

#####  

41

----

 

##### (ii)                                   if the Participant’s sole designatedbeneficiary for the distribution calendar year is the Participant’s Spouse, thequotient obtained by dividing the Participant’s account balance by the numberin the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 ofthe Treasury regulations, using the Participant’s and Spouse’s attained ages asof the Participant’s and Spouse’s birthdays in the distribution calendar year.

#####  

#### (b)                                  Lifetime Required Minimum DistributionsContinue Through Year of Participant’s Death.  Requiredminimum distributions will be determined under this subsection 6.4.3 beginningwith the first distribution calendar year and up to and including thedistribution calendar year that includes the Participant’s date of death.

####  

### 6.4.4                        Required Minimum Distributions After Participant’sDeath

###  

#### (a)                                   Death On or After Date DistributionsBegin

####  

##### (i)                                      Participant Survived by DesignatedBeneficiary.  If the Participant dies on or after the datedistributions begin and there is a designated beneficiary, the minimum amountthat will be distributed for each distribution calendar year after the year ofthe Participant’s death is the quotient obtained by dividing the Participant’saccount balance by the longer of the remaining life expectancy of theParticipant or the remaining life expectancy of the Participant’s designatedbeneficiary, determined as follows:

#####  

(A)                           The Participant’s remaining lifeexpectancy is calculated using the age of the Participant in the year of death,reduced by one for each subsequent year.

 

(B)                             If the Participant’s Surviving Spouse isthe Participant’s sole designated beneficiary, the remaining life expectancy ofthe Surviving Spouse is calculated for each distribution calendar year afterthe year of the Participant’s death using the Surviving Spouse’s age as of theSpouse’s birthday in that year.  Fordistribution calendar years after the year of the Surviving Spouse’s death, theremaining life expectancy of the Surviving Spouse is calculated using the ageof the Surviving Spouse as of the Spouse’s birthday in the calendar year of theSpouse’s death, reduced by one for each subsequent calendar year.

 

(C)                             If the Participant’s Surviving Spouse isnot the Participant’s sole designated beneficiary, the designated beneficiary’sremaining life expectancy is calculated using the age of the beneficiary in theyear following the year of the Participant’s death, reduced by one for eachsubsequent year.

 

##### (ii)                                   No Designated Beneficiary.  If the Participant dies on or after the date distributions begin andthere is no designated beneficiary as of September 30 of the year afterthe year of the Participant’s death, the minimum amount that will bedistributed for each distribution calendar year after the year of theParticipant’s death is the quotient obtained by dividing the Participant’saccount balance by the Participant’s remaining life 

#####  

42

----

 

##### expectancy calculated using the age of the Participant in the year ofdeath, reduced by one for each subsequent year.

#####  

#### (b)                                  Death Before Date Distributions Begin.

####  

##### (i)                                      Participant Survived by DesignatedBeneficiary.  Except as provided in Article VIII, ifthe Participant dies before the date distributions begin and there is adesignated beneficiary, the minimum amount that will be distributed for eachdistribution calendar year after the year of the Participant’s death is thequotient obtained by dividing the Participant’s account balance by theremaining life expectancy of the Participant’s designated beneficiary,determined as provided in subsection 6.4.4(a).

#####  

##### (ii)                                   No Designated Beneficiary.  If the Participant dies before the date distributions begin and there isno designated beneficiary as of September 30 of the year following theyear of the Participant’s death, distribution of the Participant’s entireinterest will be completed by December 31 of the calendar year containingthe fifth anniversary of the Participant’s death.

#####  

##### (iii)                                Death of Surviving Spouse Before Distributions toSurviving Spouse Are Required to Begin.  If theParticipant dies before the date distributions begin, the Participant’sSurviving Spouse is the Participant’s sole designated beneficiary, and theSurviving Spouse dies before distributions are required to begin to theSurviving Spouse under subsection 6.4.2(b)(i), this subsection 6.4.4(b) willapply as if the Surviving Spouse were the Participant.

#####  

### 6.4.5                        Definitions

###  

Forpurposes of this Section 6.4, the following definitions shall apply:

 

#### (a)                                   Designated beneficiary. The individual who is designated as the Beneficiary under the Plan andis the designated beneficiary under Code Section 401(a)(9) and Treas.Reg. §1.401(a)(9)-1, Q&A-4.

####  

#### (b)                                  Distribution calendar year. A calendar year for which a minimum distribution is required.  For distributions beginning before theParticipant’s death, the first distribution calendar year is the calendar yearimmediately preceding the calendar year which contains the Participant’srequired beginning date.  Fordistributions beginning after the Participant’s death, the first distributioncalendar year is the calendar year in which distributions are required to beginunder subsection 6.4.2(b).  The requiredminimum distribution for the Participant’s first distribution calendar yearwill be made on or before the Participant’s required beginning date.  The required minimum distribution for otherdistribution calendar years, including the required minimum distribution forthe distribution calendar year in which the Participant’s required beginningdate occurs, will be made on or before December 31 of that distributioncalendar year.

####  

#### (c)                                   Life expectancy. Life expectancy as computed by use of the Single Life Table in Treas.Reg. §1.401(a)(9)-9.

####  

43

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#### (d)                                  Participant’s account balance. The account balance as of the last valuation date in the calendar yearimmediately preceding the distribution calendar year (valuation calendar year)increased by the amount of any contributions made and allocated or forfeituresallocated to the account balance as of dates in the valuation calendar yearafter the valuation date and decreased by distributions made in the valuationcalendar year after the valuation date. The account balance for the valuation calendar year includes any amountsrolled over or transferred to the Plan either in the valuation calendar year orin the distribution calendar year if distributed or transferred in thevaluation calendar year.

####  

#### (e)                                   Required beginning date. The date specified in the Plan when distributions under Code Section 401(a)(9) arerequired to begin.

 

44

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# ARTICLEVII

# FORMS OF PAYMENT OF ACCOUNTS

#  

## 7.1                                 Methods of Distribution

##  

The“Normal Form” of benefit for all Participants shall be a lump sum distribution.Distributions from a Participant’s vested Account under Article VI (otherthan a loan), shall be distributed in the Normal Form unless theParticipant elects to receive his or her benefit in monthly, quarterly orannual installments, payable over any period not exceeding the life expectancyof the Participant or the joint life expectancies of the Participant and theParticipant’s designated Beneficiary.

 

AParticipant who has elected to receive an installment distribution may at anytime elect to discontinue such installment payments and have the unpaid vestedAccount Balance paid in a lump sum distribution. In the event a Participant whohas elected to receive an installment distribution dies after his or herBenefit Commencement Date but before the payment of the final installment, theunpaid installments shall be paid to the Participant’s Beneficiary. TheBeneficiary may elect to continue receiving such installments or to have theunpaid vested Account Balance paid in a lump sum distribution. In the event aParticipant dies before his or her Benefit Commencement Date, any election of aform of payment shall be void, and the Participant’s vested Account Balanceshall be distributed in accordance with Article VIII.

 

Distributionsshall be subject to the requirements of Code Section 401(a)(9).

 

## 7.2                                 Election of Optional Forms

##  

### 7.2.1                        An optional form of benefit payment provided for in Section 7.1may be elected in accordance with procedures established by the AdministrativeCommittee, which are hereby incorporated by reference.

###  

### 7.2.2                        [Reserved]

###  

### 7.2.3                        [Reserved]

###  

### 7.2.4                        [Reserved]

###  

## 7.3                                 Direct Rollovers

##  

### 7.3.1                        Notwithstanding any provision in this Plan to thecontrary, a Participant or a Beneficiary who is the Surviving Spouse of aParticipant may elect to have all or a portion of any amount payable to him orher from the Plan which is an “eligible rollover distribution” (as defined in Section 7.3.2below) transferred directly to an “eligible retirement plan” (as defined in Section 7.3.2below).  Without limiting the generalityof the foregoing, the Administrative Committee shall be permitted to allow adirect rollover of a Participant’s loan under the Plan (and related promissorynote) to a qualified trust described in Code Section 401(a) or aqualified annuity plan described in Code Section 403(a).

###  

45

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### Effective as of January 1,2008, a distributee may elect to have an eligible rollover distribution paiddirectly to a Roth IRA (as defined in Code Section 408A); provided,however, for taxable years beginning prior to January 1, 2010, adistributee shall not be permitted to make a qualified rollover contribution(as defined in Code Section 408A(e)) from the Plan to a Roth IRA if, forthe year the eligible rollover distribution is made, the Participant has amodified adjusted gross income exceeding $100,000 or is married and files aseparate return (as provided in Code Section 408A(c)(3)(b)).  Any such election shall be made in accordance withsuch uniform rules and procedures as the Administrative Committee mayprescribe from time to time as to the time and manner of the election inaccordance with Code Section 401(a)(31).

###  

### 7.3.2                        Definitions for purposes of this Section 7.3

###  

#### (a)                                   “Eligible rollover distribution” shallmean any distribution of all or any portion of the balance to the credit of thedistributee other than: (1) any distribution that is one of a series ofsubstantially equal periodic payments (not less frequently than annually) madefor the life (or life expectancy) of the distributee or the joint lives (orjoint life expectancies) of the distributee and the distributee’s designatedbeneficiary; (2) any distribution for a specified period of ten years ormore; (3) any distribution to the extent such distribution is requiredunder Code Section 401(a)(9); or (4) the portion of any distributionthat is not includable in gross income. Hardship withdrawals under Section 6.2.2 shall not be eligiblerollover distributions, and the distributee may not elect to have any portionof such a distribution paid directly to an eligible retirement plan.

####  

#### (b)                                  “Eligible retirement plan” shall mean,with respect to a Participant, an individual retirement account or annuitydescribed in Code Section 408(a) or 408(b)(“IRA”), an annuity plandescribed in Code Section 403(a) or a qualified plan described inCode Section 401(a), that accepts the distributee’s eligible rolloverdistribution. An eligible retirement plan shall also mean an annuity contractdescribed in Section 403(b) of the Code and an eligible plan under Section 457(b) ofthe Code which is maintained by a state, political subdivision of a state, orany agency or instrumentality of a state or political subdivision of a stateand which agrees to separately account for amounts transferred into such planfrom this Plan.

####  

46

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# ARTICLEVIII

# DEATH BENEFITS

#  

## 8.1                                 Payment of Account Balances. In the event of the death of a Participant while an Employee, theParticipant’s entire Account Balance shall be payable to his or herBeneficiary. In the event of the death of a Participant after Termination ofEmployment but before his or her Benefit Commencement Date, the Participant’svested Account Balance shall be payable to his or her Beneficiary. If Section 8.1.2does not apply, benefits shall be payable as soon as practicable after the Participant’sdeath in a lump sum distribution unless the Beneficiary instead elects one ofthe optional forms of benefit available under Section 7.1. In the event ofa Participant’s death after his or her Benefit Commencement Date, any unpaidvested Account Balance shall be payable in accordance with the form of benefitelected by the Participant under Article VII.

##  

## 8.2                                 Beneficiary

##  

### 8.2.1                        Subject to Sections 8.2.2, 8.2.3, 8.2.4, and 8.2.5below, a Participant may, with Spousal Consent (if married), designate a personor persons as his or her Beneficiary by filing a written designation ofBeneficiary with the Administrative Committee in the time and mannerestablished by the Committee. If no valid designation of Beneficiary is ineffect at the time of the Participant’s death, or if the designated Beneficiarydoes not survive the Participant, the Beneficiary shall be the Participant’sSurviving Spouse or, if there is no Surviving Spouse, the Participant’s estate.For this purpose, if the Participant and the Beneficiary die simultaneously, orif there is not sufficient evidence to establish who died first, theParticipant shall be deemed to have survived the Beneficiary.

###  

### 8.2.2                        [Reserved]

###  

### 8.2.3                        Any prior designation of a Beneficiary shall beautomatically revoked upon the subsequent marriage or remarriage of theParticipant.

###  

### 8.2.4                        To the extent permitted by law andsubject to any valid qualified domestic relations order (as defined in Code Section 414(p)),a Participant’s designation of his or her Spouse as Beneficiary shall beautomatically revoked upon the Participant’s subsequent divorce. TheParticipant shall not be prevented from re-designating a former Spouse as hisor her Beneficiary following a divorce.

###  

## 8.3                                 Required Commencement

##  

Notwithstandingany other provision of the Plan to the contrary, if a Participant dies beforehis or her Benefit Commencement Date, the Participant’s entire interest must bedistributed within five years after the Participant’s death, except that if thedesignated Beneficiary is the Participant’s Surviving Spouse, thendistributions must begin (a) within one year of the Participant’s death,or (b) the date the Participant would have attained age 70-1/2.

 

47

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# ARTICLEIX

# FIDUCIARIES

#  

## 9.1                                 Named Fiduciaries

##  

### 9.1.1                        The Administrative Committee (or itsdelegate) shall be a “named fiduciary” (within the meaning of Section 402(a)(2) ofERISA) of the Plan, with authority to control and manage the operation andadministration of the Plan.

###  

### 9.1.2                        The Company (or its delegate) shall bethe “administrator” and “plan administrator” (within the meaning of ERISA Section 3(16)(A) andCode Section 414(g), respectively) with respect to the Plan.

###  

### 9.1.3                        The Trustee shall be a “named fiduciary”(within the meaning of ERISA Section 402(a)(2)) of the Plan, with theauthority to manage and control Trust assets in accordance with the terms ofthe Trust Agreement.

###  

### 9.1.4                        There are no “named fiduciaries” of thePlan other than the Administrative Committee and the Trustee.

###  

## 9.2                                 Employment of Advisers

##  

Eachnamed fiduciary shall be authorized, to the extent it deems advisable, todesignate persons who are not named fiduciaries to carry out fiduciaryresponsibilities allocated to it, to retain accountants, agents, attorneys,actuaries and other professional consultants and to rely upon information,statistics or analysis provided by any of such persons.

 

## 9.3                                 Multiple Fiduciary Capacities

##  

Any“named fiduciary” with respect to the Plan (as defined in ERISA Section 402(a)(2))and any other “fiduciary” (as defined in ERISA Section 3(21)) with respectto the Plan may serve in more than one fiduciary capacity.

 

## 9.4                                 Payment of Expenses

##  

Thereasonable expenses incident to the operation of the Plan, including, withoutlimitation, the compensation of the Trustee, consultants, attorneys,fiduciaries and other advisors, shall be paid out of the Trust, to the extentpermitted by law and not paid by the Employer. All members of theAdministrative Committee shall serve without compensation from the Trust. Anydetermination by the Employer to pay all or part of any expense shall not inany way limit the Employer’s right to determine to have similar or otherexpenses paid out of the Trust assets at any other time.

 

## 9.5                                 Indemnification

##  

Tothe extent not prohibited by state or federal law, the Company and eachParticipating Affiliate, jointly and severally, agree to, and shall, indemnifyand hold harmless any member of 

 

48

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theAdministrative Committee or any other Employee, officer or director of anEmployer from all claims for liability, loss, damage or expense (includingpayment of reasonable expenses in connection with defense against any suchclaim) which result from any exercise or failure to exercise any of theindemnified person’s responsibilities with respect to the Plan, other than byreason of gross negligence, willful misconduct or a willful failure to act.

 

49

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# ARTICLEX

# TRUSTEE AND TRUST FUND

#  

## 10.1                           Establishment of Trust. A Trust Agreement shall be executed between the Company and the Trustee,which agreement shall provide for the creation of the Trust to receive and holdall contributions and earnings therefrom. Benefits provided under the Plan andexpenses of administration of the Plan shall be paid from the assets held inthe Trust as directed by the Administrative Committee and the Company,respectively.

##  

## 10.2                           Powers and Duties of the Trustee. The Trustee shall have exclusive authority and discretion to manage andcontrol the assets of the Plan in accordance with the terms of the TrustAgreement.

##  

## 10.3                           Exclusive Benefit. Except as provided in Section 3.10, the Trust shall be maintainedfor the exclusive purpose of providing Plan benefits to Participants and theirbeneficiaries and paying the expenses of administration of the Plan and theTrust to the extent not paid by the Employer.

##  

## 10.4                           Delegation of Responsibility. The Trustee may designate persons, including persons other than “namedfiduciaries” (as defined in ERISA Section 402(a)(2)), to carry out thespecified responsibilities of the Trustee and shall not be liable for any actor omission of a person so designated.

##  

50

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# ARTICLEXI

# PLAN ADMINISTRATION

#  

## 11.1                           The Administrative Committee

##  

### 11.1.1                  Administrative Committee members shall beappointed by the Company and may be removed by the Company at its discretion.Unless the Company otherwise provides, any member of the AdministrativeCommittee who is an Employee of the Company or an Affiliate at the time of hisor her appointment will be considered to have resigned from the AdministrativeCommittee when no longer an Employee. Employees of the Company or an Affiliateshall receive no compensation for their services rendered to or as members ofthe Administrative Committee.

###  

### 11.1.2                  If more than one member is appointed, the Administrative Committeeshall act by a majority of its members at the time in office, and such actionmay be taken either by a vote at a meeting or in writing without a meeting.However, if less than three members are appointed, the Administrative Committeeshall act only upon the unanimous consent of its members. The AdministrativeCommittee may authorize in writing any person to execute any document ordocuments on its behalf, and any interested person, upon receipt of notice ofsuch authorization directed to it, may thereafter accept and rely upon anydocument executed by such authorized person until the Administrative Committeeshall deliver to such interested person a written revocation of suchauthorization.

###  

### 11.1.3                  A member of the Administrative Committee who is also a Participantshall not vote or act upon any matter relating solely to himself or herselfunless such person is the sole member of the Administrative Committee.

###  

## 11.2                           Administrative Committee Powers andDuties

##  

TheAdministrative Committee is allocated such duties and powers as may benecessary to discharge its duties hereunder including, without limitation, theexclusive and discretionary authority to perform the following functions:

 

#### (a)                             To make such rules and regulationsas it shall deem necessary or proper for the efficient administration of thePlan;

####  

#### (b)                            To interpret and construe the Plan, to resolveany Plan ambiguities and to decide any and all matters arising hereunderincluding, without limitation, questions of fact as to eligibility toparticipate in the Plan or receive benefits under the Plan or the amount andtiming of benefits under the Plan; provided however, that all suchinterpretations and decisions shall be applied in a uniform andnondiscriminatory manner to all similarly situated persons and shall beconclusively binding upon all persons interested in the Plan. The AdministrativeCommittee has discretionary authority to grant or deny benefits under thisPlan. Benefits under the Plan will be provided only if the AdministrativeCommittee decides, in its sole discretion, that the applicant is entitled tothem;

####  

#### (c)                             To select the Investment Funds;

####  

51

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#### (d)                            To appoint one or more insurancecompanies;

####  

#### (e)                             To appoint one or more InvestmentManagers;

####  

#### (f)                               To establish and carry out a fundingpolicy and method consistent with the objectives of the Plan and therequirements of ERISA;

####  

#### (g)                            To monitor the limits on contributionsunder Article III and to take action to assure that such limits aresatisfied for each Plan Year;

####  

#### (h)                            To authorize disbursements from theTrust;

####  

#### (i)                                To prescribe procedures to be followed byParticipants or Beneficiaries who file applications for benefits;

####  

#### (j)                                To approve the design of enrollmentforms, Beneficiary designation forms and any other forms utilized in theadministration of the Plan;

####  

#### (k)                             To prepare and distribute, in such manneras the Administrative Committee determines to be appropriate, informationconcerning the Plan;

####  

#### (l)                                To receive from the Employer and fromParticipants such information as shall be necessary for the properadministration of the Plan;

####  

#### (m)                          To establish such written procedures asit shall deem necessary or proper to determine the qualified status, pursuantto Code Section 414(p) of any domestic relations order received bythe Administrative Committee which affects the right of a Participant and anyalternate payee to payment of benefits under the Plan, and to administerdistributions pursuant to any domestic relations order which the AdministrativeCommittee determines to be a qualified domestic relations order within themeaning of Code Section 414(p);

####  

#### (n)                            To delegate, by written instrument to oneor more administrative subcommittees with respect to each Employer, such of thepowers and duties allocated herein to the Administrative Committee as it deemsadvisable; any such subcommittee shall consist of persons appointed by theAdministrative Committee, taking into consideration designations recommended bythe principal executive officer of any Employer; and

####  

#### (o)                            To make recommendations to the Companyconcerning amendments to the Plan.

####  

## 11.3                           Claims Procedure

##  

TheAdministrative Committee hereby adopts the procedure set forth below forreviewing benefits claims under the Plans:

 

#### (a)                             A Participant or Beneficiary shall submitall claims for benefits under the Plans in writing to the AdministrativeCommittee.

####  

52

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#### (b)                            The Administrative Committee shall sendto the Participant or Beneficiary written notice of its decision within ninety(90) days of receiving the claim. The period may be extended to one hundredeighty (180) days if the Administrative Committee notifies the claimant inwriting within the initial ninety (90) day period that special circumstancesexist which require an extension of the period. The written decision from the Administrative Committee shall set forth:

####  

##### (i)                                      the specific reasons for the decision;

#####  

##### (ii)                                   the specific Plan provisions upon whichthe decision is based;

#####  

##### (iii)                                a description of any additional material orinformation necessary for the Participant or Beneficiary to perfect the claimfor benefits and an explanation of the reasons why such material or informationis necessary;

#####  

##### (iv)                               information regarding procedures forsubmitting a request for review of the decision on the claim; and

#####  

##### (v)                                  a statement of the claimant’s right tobring an action under ERISA Section 502(a) following an adversebenefit determination on review.

#####  

#### (c)                             If the Administrative Committee deniesthe claim in whole or in part, the Participant or Beneficiary may submit awritten request for review to the Administrative Committee within sixty (60)days of the notice of denial, pursuant to the procedures referenced inparagraph (b)(iv) above. The Participant or Beneficiary shall set forthall the grounds upon which the request for review is based and may submitissues or comments in writing. The Participant or Beneficiary (or his or herduly authorized representative) shall be entitled to receive, upon request andfree of charge, reasonable access to, and copies of, all documents, records,and other information relevant to the claim for benefits.

####  

#### (d)                            The Administrative Committee shall sendthe Participant or Beneficiary written notice of its decision within sixty (60)days after the Administrative Committee receives the request for review. Thereview period may be extended to one hundred twenty (120) days if theAdministrative Committee notifies the claimant within the initial sixty (60)day period that special circumstances exist which require an extension of thereview period. The Administrative Committee’s written decision shall set forththe specific reasons for the decision and the Plan provision on which thedecision is based. The Administrative Committee’s written decisionshall also include a statement that the claimant is entitled to receive, uponrequest and free of charge, reasonable access to, and copies of, all documents,records, and other information relevant to the claimant’s claim for benefits,and a statement of the claimant’s right to bring an action under ERISA Section 502(a).All such decisions of the Administrative Committee shall be final, conclusiveand binding upon all Participants, Beneficiaries, and other interested persons.If no decision is received after sixty (60) days, the Participant should deemthe claim on review denied.

####  

#### (e)                             If applicable, claims for benefits due toDisability shall be decided in accordance with the applicable disability claimsprocedures under Section 2560.503-1 of the U.S. 

####  

53

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#### Department of Labor regulations (such procedures arehereby fully incorporated herein by this reference).

####  

## 11.4                           Delegation of Responsibility

##  

TheAdministrative Committee may designate persons, including persons other than “namedfiduciaries” (as defined in ERISA Section 402(a)(2)), to carry out thespecified responsibilities of the Administrative Committee and shall not beliable for any act or omission of a person so designated.

 

54

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# ARTICLEXII

# MANAGEMENT, CONTROL AND INVESTMENT OF PLANASSETS

#  

## 12.1         Investment Funds

##  

### 12.1.1      The Administrative Committee mayestablish one or more Investment Funds as it shall from time to time determinefor the investment of a Participant’s Accounts. Notwithstanding the foregoing,the Administrative Committee, in accordance with Section 404(c) ofERISA, shall make available at all times at least three investmentalternatives, each of which is diversified and has materially different riskand return characteristics. The investment alternatives in the aggregate shallenable each Participant, by choosing among them, to achieve a portfolio withaggregate risk and return characteristics at any point within the rangenormally appropriate for the Participant and which, in the aggregate, tend tominimize through diversification the overall risk of the Participant’sportfolio. The Plan is intended to constitute a plan described in Section 404(c) ofERISA and Section 2550.404c-1 of the U.S. Department of Labor Regulations,such that, to the extent applicable, the fiduciaries of the Plan may berelieved of liability for any losses that are the direct and necessary resultof the investments instructions given by Participants and Beneficiariesunder the Plan.

###  

### 12.1.2      Each Participant shall exercise controlover the assets in his Accounts and is solely responsible for his investmentelections. The Plan fiduciaries are not empowered to advise a Participant as tothe manner in which his Accounts shall be invested. The fact that an InvestmentFund is available to Participants for investment under the Plan shall not beconstrued as a recommendation for investment in that fund.

###  

## 12.2         Valuation of Accounts

##  

AParticipant’s Accounts shall be revalued at fair market value on each ValuationDate, with earnings and losses since the previous Valuation Date being creditedto the Participant’s Account. Earnings and losses of the particular InvestmentFunds shall be allocated in the ratio that the portion of the Account Balanceof a Participant invested in a particular Investment Fund bears to the totalamount invested in such fund.

 

## 12.3         Investment in Insurance Contract

##  

TheAdministrative Committee may appoint one or more insurance companies to holdassets of the Plan, and may purchase insurance contracts or policies from oneor more insurance companies with assets of the Plan. Neither the Trustee northe Administrative Committee shall be liable for any act or omission of aninsurance company with respect to any duties delegated to any insurancecompany.

 

## 12.4         The Investment Manager

##  

### 12.4.1      The Administrative Committee may, by aninstrument in writing, appoint one or more persons as an Investment Manager.Each person so appointed shall be (a) an investment adviser registeredunder the Investment Advisers Act of 1940, (b) a bank as defined in thatAct, or (c) an 

 

55

----

 

### insurance company qualified to manage, acquire ordispose of any asset of the Plan under the laws of more than one state.

###  

### 12.4.2      Each Investment Manager shall acknowledgein writing that it is a fiduciary (as defined in ERISA Section 3(21)) withrespect to the Plan. The Company or the Administrative Committee shall enterinto an agreement with each Investment Manager specifying the duties andcompensation of such Administrative Manager and the other terms and conditionsunder which such Investment Manager shall be retained. Neither the Trustee northe Administrative Committee shall be liable for any act or omission of any InvestmentManager and shall not be liable for following the advice of any InvestmentManager with respect to any duties delegated to any Investment Manager.

###  

### 12.4.3      The Administrative Committee shall havethe power to determine the Trust assets to be invested pursuant to thedirection of a designated Investment Manager and to set investment objectivesand guidelines for the Investment Manager.

###  

## 12.5         Compensation

##  

Eachinsurance company, Investment Manager and Trustee shall be paid such reasonablecompensation, in addition to their expenses, as shall from time to time beagreed to by the Company or other person making such appointment; provided,however, that no such compensation shall be paid to any person who is anEmployee.

 

56

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# ARTICLEXIII

# PLAN AMENDMENT OR TERMINATION

#  

## 13.1         Plan Amendment

##  

TheCompany shall have the right at any time to amend the Plan, by an instrument inwriting, effective retroactively or otherwise, provided that no such amendmentshall have any of the effects specified in Section 13.2.

 

## 13.2         Limitations of Plan Amendment

##  

NoPlan amendment shall:

 

#### (a)          authorize any part of the Trust to be used for, ordiverted to, purposes other than for the exclusive benefit of Participants ortheir Beneficiaries;

####  

#### (b)         decrease the Account Balance of any Participant or hisor her Beneficiary under the Plan;

####  

#### (c)          reduce the vested percentage of any Participant;

####  

#### (d)         eliminate an optional form of benefit except to theextent permitted by Code Section 411(d)(6); or

####  

#### (e)          change the vesting schedule, either directly orindirectly, unless each Participant having not less than three years of VestingService is permitted to elect, within a reasonable period specified by theAdministrative Committee after the adoption of such amendment, to have his orher vested percentage computed without regard to such amendment. The periodduring which the election may be made shall commence with the date theamendment is adopted and shall end as the later of:

####  

##### (i)             sixty days after the amendment isadopted;

#####  

##### (ii)            sixty days after the amendment becomeseffective; or

#####  

##### (iii)           sixtydays after the Participant is issued written notice by the AdministrativeCommittee.

#####  

## 13.3         Right of the Company to Terminate Plan

##  

TheCompany intends and expects that, from year to year, it will be able to andwill deem it advisable to continue this Plan in effect and to makecontributions as herein provided. The Company reserves the right, however, toterminate the Plan at any time.

 

57

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## 13.4         Effect of Partial or Complete Termination

##  

### 13.4.1      As ofthe date of a “partial termination” of the Plan or a complete discontinuance ofcontributions under the Plan, each affected Participant who is then an Employeeshall become 100% vested in his or her Account Balance.

###  

### 13.4.2      As ofthe date of a “complete termination” of the Plan, each affected Participant whois then an Employee shall become 100% vested in his or her Account Balance, anddistributions shall be made as soon as practicable thereafter, as determined bythe Administrative Committee, in accordance with Article VII; provided,however, if the Company or an Affiliate maintains another “alternative definedcontribution plan” (other than an employee stock ownership plan as defined inCode Section 4975(e)(7), a simplified employee pension, a SIMPLE IRA asdefined in Code Section 408(p), a contract or plan under Code Section 403(b),and a plan under Code Section 457), no 401(k) Subaccounts shall bedistributed solely in connection with the Plan’s termination.  For purposes this paragraph, a plan is an “alternativedefined contribution plan” only if it exists at any time during the periodbeginning on the date of Plan termination and ending 12 months afterdistribution of all assets from the terminated Plan.  However, if at all times during the 24-monthperiod beginning 12 months before the date of Plan termination, fewer than 2%of the employees who were eligible under this Plan as of the date of Plantermination are eligible under the other defined contribution plan, the otherplan is not an alternative defined contribution plan.

 

58

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# ARTICLEXIV

# MISCELLANEOUS PROVISIONS

#  

## 14.1         Plan Not a Contract of Employment

##  

ThePlan is not a contract of Employment, and the terms of Employment of anyEmployee shall not be affected in any way by the Plan or related instrumentsexcept as specifically provided therein.

 

## 14.2         Source of Benefits

##  

Benefitsunder the Plan shall be paid or provided for solely from the Trust, and neitherthe Employer, the Administrative Committee, Trustee, Investment Manager orinsurance company shall assume any liability therefor.

 

## 14.3         Benefits Not Assignable

##  

Exceptas permitted in Code Section 401(a)(13) and ERISA Section 206(d),benefits provided under the Plan may not be assigned or alienated, eithervoluntarily or involuntarily. The preceding sentence shall not apply to (a) loansunder Article VI, or (b) the creation, assignment or recognition of aright to any benefit payable with respect to a Participant pursuant to adomestic relations order which the Administrative Committee determines to be a “qualifieddomestic relations order” (as defined in Code Section 414(p)).

 

## 14.4         Domestic Relations Orders

##  

Anyother provision of the Plan to the contrary notwithstanding, the AdministrativeCommittee shall have all powers necessary with respect to the Plan for theproper operation of Code Section 414(p) with respect to qualifieddomestic relations orders referred to in Section 14.3, including, but notlimited to, the power to establish all necessary or appropriate procedures, toauthorize the establishment of new accounts with such assets and, subject tosuch investment control by the Administrative Committee as the AdministrativeCommittee may deem appropriate, and the Administrative Committee may decideupon and make direct appropriate distributions therefrom. To the extentprovided in a qualified domestic relations order, distribution of any portionof a Participant’s vested Account Balance allocated to an alternate payee maybe made whether or not the Participant has terminated Employment or isotherwise eligible to receive a distribution. Effective as of April 6,2007, a domestic relations order shall not fail to be treated as a qualifieddomestic relations order, pursuant to this Section 14.4, solely because (1) theorder is issued after, or revises, another domestic relations order orqualified domestic relations order, and/or (2) solely because of the timeat which it is issued; provided, however, any such domestic relations ordershall be subject to the same requirements and protections that apply toqualified domestic relations orders under ERISA Section 206(d)(3).

 

## 14.5         Benefits Payable to Minors, Incompetents andOthers

##  

Inthe event any benefit is payable to a minor or to a person otherwise under alegal disability, or who, in the sole discretion of the AdministrativeCommittee, is by reason of 

 

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advancedage, illness or other physical or mental incapacity incapable of handling anddisposing of his or her property, or otherwise is in such position or conditionthat the Administrative Committee believes that he or she could not utilize thebenefit for his or her support or welfare, the Administrative Committee shallhave discretion to apply the whole or any part of such benefit directly to thecare, comfort, maintenance, support, education or use of such person, or to paythe whole or any part of such benefit to the parent of such person; to theguardian, committee, conservator or other legal representative, whereverappointed, of such person; the person with whom such person is residing; or toany other person having the care and control of such person. The receipt by anysuch person to whom any such payment on behalf of any Participant orBeneficiary is made shall be a sufficient discharge therefor.

 

## 14.6         Merger or Transfer of Assets

##  

### 14.6.1      Subjectto Section 14.6.2, the Company may direct that the Plan be merged orconsolidated with, or may transfer all or a portion of its assets andliabilities to, another plan or may receive assets and liabilities from anotherplan; without limiting the generality of the foregoing, the Company may directthat the Plan accept from, or transfer to, another plan any outstanding planloan balances.  The AdministrativeCommittee may take whatever action it deems necessary or appropriate to effectany such merger, consolidation or transfer. Any optional forms of benefit orother special provisions applicable to a Participant for whom an accountbalance has been transferred to this Plan from another plan shall be set forthin an Appendix hereto.

###  

### 14.6.2      ThePlan may not merge or consolidate with, or transfer any assets or liabilities to,any other plan, unless each Participant would (if the Plan then terminated)receive a benefit immediately after the merger, consolidation or transfer whichis equal to or greater than the benefit he or she would have been entitled toreceive immediately before the merger, consolidation or transfer (if the Planhad then terminated).

###  

## 14.7         Participation in the Plan By an Affiliate

##  

### 14.7.1      Withthe consent of the Company and by duly authorized action, an Affiliate mayadopt the Plan. Participating Affiliate contributions shall be allocated solelyto Eligible Employees of the Participating Affiliate. Company contributionsshall be allocated solely to Eligible Employees of the Company.

###  

### 14.7.2      Withthe consent of the Company and by duly authorized action, any other Employermay terminate its participation in the Plan or withdraw from the Plan and theTrust.

###  

### 14.7.3      AParticipating Affiliate shall have no independent power with respect to thePlan except as specifically provided by this Section 14.7.

###  

## 14.8         Action by the Company or a ParticipatingAffiliate

##  

Anyaction required to be taken by the Company or any Participating Affiliatepursuant to the terms of the Plan shall be taken by its board of directors orany person or persons duly empowered to act on its behalf.

 

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## 14.9         Provision of Information

##  

Forpurposes of the Plan, each Employee shall execute such forms as may bereasonably required by the Administrative Committee, and the Employee shallmake available to the Administrative Committee and the Trustee any informationthey may reasonably request in this regard.

 

## 14.10       Notice of Address

##  

Eachperson entitled to benefits under this Plan must file with the AdministrativeCommittee, in writing, his or her post office address and each subsequentchange of post office address. Any communication, statement or notice addressedto such person at his or her latest reported post office address will bebinding on him or her for all purposes under the Plan.

 

## 14.11       Controlling Law

##  

ThePlan is intended to qualify under Code Section 401(a) and to complywith ERISA, and its terms shall be interpreted accordingly. Otherwise, to theextent not preempted by ERISA, the laws of the State of New York shall controlthe interpretation and performance of the terms of the Plan.

 

## 14.12       Military Service

##  

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

 

## 14.13       Conditional Adoption

##  

Anythingin the foregoing to the contrary notwithstanding, the Plan has been adopted onthe express condition that the Plan will be considered by the Internal RevenueService as qualifying under the provisions of Code Section 401(a), and theTrust will be considered as qualifying for exemption from taxation under Code Section 501(a).If the Internal Revenue Service determines that the Plan or Trust does not soqualify, the Plan shall be amended or terminated as decided by the Company.

 

## 14.14       Word Usage and Article and Section References

##  

Asused in the Plan, the masculine includes the feminine, the singular includesthe plural, and the plural includes the singular, unless qualified by thecontext. Titles of Articles and Sections of the Plan are for convenience ofreference only and are to be disregarded in applying the provisions of thePlan.

 

## 14.15       Effect of Mistake

##  

Inthe event of a mistake or misstatement as to the age, eligibility,participation of an Eligible Employee, Vesting Service, the amount ofcontributions made by or on behalf of a 

 

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Participantor the amount of distributions made or to be made to a Participant or Beneficiary,the Administrative Committee shall, to the extent it deems it possible, makethe necessary adjustments (including, but not limited to, recoupment, reductionin benefit payments, offset of benefit payments or return of overpayments) togrant to such Participant or Beneficiary the credits or distributions to whichhe is properly entitled under the Plan.

 

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INWITNESS WHEREOF, this Plan is hereby adopted, effective as of January 1,2008, to be signed this             day of                              ,2008.

 
|   | **Rockwood  Specialties Inc.** |
|--------|--------------------------------|
|   |                           |
|   |                           |
|   | By:                            |   |

 

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**SUPPLEMENTA**

** **

**Merger of the CeramTec NA Innovative Ceramic Engineering Corp. portion**

**of the**

**MG North America Holdings Inc. Saving Plan**

 

A-1         Introduction.  Effective July 31, 2004 (the “mergerdate”), plan assets and liabilities related to Ceram Tec NA Innovative CeramicEngineering Corp. (“Ceram Tec”) participants and beneficiaries under the MGNorth America Holdings Inc. Savings Plan (the “MG Savings Plan”) shall bespun-off and merged into the Plan.  Themerger of the Ceram Tec portion of the MG Savings Plan into the Plan (and anyresulting transfer of assets) shall comply with Sections 401(a)(12), 411(d)(6),and 414(l) of the Code and the regulations thereunder.  The purpose of this Supplement A is toprovide for the plan spin-off and merger. Each participant and beneficiary in the Ceram Tec portion of the MGSavings Plan shall be referred to herein as a “Supplement A member.”

 

A-2         Transferof Account Balances.  As of themerger date, liabilities equal to the aggregate account balances, as adjustedthrough the merger date in accordance with the provisions of the MG SavingsPlan, of each Supplement A member shall be transferred to the Plan and shall becredited to corresponding accounts established for each such Supplement Amember under the Plan.  Thereafter, suchbalances shall be subject to the terms and conditions of the Plan, except asotherwise provided herein in this Supplement A. The accounts of the Supplement A members under this Plan shall beadjusted for earnings, gains, and losses after such accounts have been investedin the investment funds as provided in Paragraph A-3 below.

 

A-3         Transferof Assets.  On, or as soon aspracticable following, the merger date, the assets of the trust that serves asthe funding vehicle for the Ceram Tec portion of the MG Savings Plan shall betransferred to the Profit-Sharing/401(k) Plan for Employees of RockwoodSpecialties Inc. Trust.  Such transfersshall be in cash, except that promissory notes related to Supplement A members’loans from the MG Savings Plan shall be transferred in-kind.  Such transferred assets (other thanpromissory notes) shall be invested in the investment funds designated by theAdministrative Committee on or as soon as practicable following the transfer ofassets to the Profit-Sharing/401(k) Plan for Employees of RockwoodSpecialties Inc. Trust.

 

A-4         Participationin the Plan.  Each Supplement Amember who is employed by an Employer on the merger date shall become a memberof the Plan on the merger date, subject to the conditions and limitations ofthe Plan, except as otherwise provided herein in this Supplement A.  Each other Supplement A member shall, on andafter the merger date, be treated as an inactive member or a beneficiary(whichever is applicable) of the Plan, subject to the conditions andlimitations of the Plan, except as otherwise provided herein in this SupplementA.

 

A-5         Contributionsunder the Plan.  Each Supplement Amember who becomes a participant under the Plan shall be eligible to makeElective 401(k) Deferrals as provided under Section 3.1.2 of thePlan.  Each Supplement A member whobecomes a participant under the Plan shall be eligible for an Employer MatchingContribution after three months of such participation in the Plan, in an amountequal to the following:

 

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200% of each Supplement Amember’s Elective 401(k) Deferrals not exceeding 1% of the Supplement Amember’s Compensation for each Plan Year, plus 100% of the Supplement A member’sElective 401(k) Deferrals that exceed 1% but do not exceed 2% of theSupplement A member’s Compensation that Year, plus 25% of the Supplement Amember’s Elective 401(k) Deferrals that exceed 2% but no more than 6% ofthe Supplement A member’s Compensation for that Year, for a maximum EmployerMatching Contribution of 4% of the Supplement A member’s Compensation for thatPlan Year.

 

Effective as of January 1,2007, each Supplement A member who becomes a participant under the Plan shallbe eligible for an Employer Matching Contribution after three months of suchparticipation in the Plan, in an amount equal to 50% of each Supplement Amember’s Elective 401(k) Deferrals that do not exceed 6% of the SupplementA member’s Compensation each Plan Year, for a maximum Employer Matching Contributionof 3% of the Supplement A member’s Compensation for that Plan Year.

 

EffectiveJanuary 1, 2007, Supplement A members shall be eligible for Profit-SharingContributions as otherwise provided under Section 3.1.4 of the Plan.

 

A-6         Loans.  Any outstanding loan on the merger date thathad been made to a Supplement A member under the MG Savings Plan shall bemaintained on after that date under the Plan until all amounts of principal andinterest thereon have been repaid.  Theterms and conditions relating to such outstanding loans of Supplement A memberswill continue as in existence prior to merger date.

 

A-7         In-ServiceWithdrawals.  On and after the mergerdate, a Supplement A member (other than a beneficiary) may obtain anyin-service withdrawal described in Article VI of the Plan from such member’saccounts, including any balances attributable to transferred MG Savings Planbalances, subject to all applicable Plan provisions.

 

A-8         AdministrativeCommittee’s Actions.  TheAdministrative Committee shall take such actions as it deems necessary ordesirable to accomplish the plan merger as described in this Supplement A.

 

A-9         Transferof Records.  On or as soon aspracticable after the merger date, the administrator of the MG Savings Planshall transfer to the Administrative Committee all the administrative recordsmaintained with respect to Supplement A members.

 

A-10       Useof Terms.  Terms used in thisSupplement A shall, unless defined in this Supplement A or otherwise noted,have the meanings give those terms elsewhere in the Plan.

 

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**SUPPLEMENTB**

** **

**Merger of the Chemetall Foote Corporation portion**

**of the**

**MG North America Holdings Inc. Savings Plan**

 

B-1          Introduction.  Effective July 31, 2004 (the “mergerdate”), plan assets and liabilities related to the Chemetall Foote Corporation(“Chemetall”) participants and beneficiaries under the MG North AmericaHoldings Inc. Savings Plan (the “MG Savings Plan”) shall be spun-off and mergedinto the Plan.  The merger of theChemetall portion of the MG Savings Plan into the Plan (and any resultingtransfer of assets) shall comply with Sections 401(a)(12), 411(d)(6), and 414(l) ofthe Code and the regulations thereunder. The purpose of this Supplement B is to provide for the plan spin-off andmerger.  Each participant and beneficiaryin the Chemetall portion of the MG Savings Plan shall be referred to herein asa “Supplement B member.”

 

B-2          Transferof Account Balances.  As of themerger date, liabilities equal to the aggregate account balances, as adjustedthrough the merger date in accordance with the provisions of the MG SavingsPlan, of each Supplement B member shall be transferred to the Plan and shall becredited to corresponding accounts established for each such Supplement Bmember under the Plan.  Thereafter, suchbalances shall be subject to the terms and conditions of the Plan, except asotherwise provided herein in this Supplement B. The accounts of the Supplement B members under this Plan shall beadjusted for earnings, gains, and losses after such accounts have been investedin the investment funds as provided in Paragraph B-3 below.

 

B-3          Transferof Assets.  On, or as soon aspracticable following, the merger date, the assets of the trust that serves asthe funding vehicle for the Chemetall portion of the MG Savings Plan shall betransferred to the Profit-Sharing/401(k) Plan for Employee of RockwoodSpecialties Inc. Trust.  Such transfersshall be in cash, except that promissory notes related to Supplement B members’loans from the MG Savings Plan shall be transferred in-kind.  Such transferred assets (other thanpromissory notes) shall be invested in the investment funds designated by theAdministrative Committee on or as soon as practicable following the transfer ofassets to the Profit-Sharing/401(k) Plan for Employees of RockwoodSpecialties Inc. Trust.

 

B-4.         Participationin the Plan.  Each Supplement Bmember who is employed by an Employer on the merger date shall become a memberof the Plan on the merger date, subject to the conditions and limitations ofthe Plan, except as otherwise provided herein in this Supplement B.  Each other Supplement B member shall, on andafter the merger date, be treated as an inactive member or a beneficiary(whichever is applicable) of the Plan, subject to the conditions andlimitations of the Plan, except as otherwise provided herein in this SupplementB.

 

B-5          Contributionsunder the Plan.  Each Supplement Bmember who becomes a participant under the Plan shall be eligible to makeElective 401(k) Deferrals as provided under Section 3.1.2 of thePlan.  Each Supplement C member whobecomes a participant under the Plan shall be eligible for an Employer MatchingContribution after three months of such participation in the Plan, in an amountequal to the following:

 

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100% of eachSupplement B member’s Elective 401(k) Deferrals that do not exceed 3% ofthe Supplement B member’s Compensation each Plan Year, for a maximum EmployerMatching Contribution of 3% of the Supplement C member’s Compensation for thatPlan Year.

 

Effective January 1, 2007, Supplement B members shall be eligiblefor Profit-Sharing Contributions as provided under Section 3.1.4 of thePlan.

 

B-6          Loans.  Any outstanding loan on the merger date thathad been made to a Supplement B member under the MG Savings Plan shall bemaintained on after that date under the Plan until all amounts of principal andinterest thereon have been repaid.  Theterms and conditions relating to such outstanding loans of Supplement B memberswill continue as in existence prior to merger date.

 

B-7          In-ServiceWithdrawals.  On and after the mergerdate, a Supplement B member (other than a beneficiary) may obtain anyin-service withdrawal described in Article VI of the Plan from such member’saccounts, including any balances attributable to transferred MG Savings Planbalances, subject to all applicable Plan provisions.

 

B-8          AdministrativeCommittee’s Actions.  TheAdministrative Committee shall take such actions as it deems necessary ordesirable to accomplish the plan merger as described in this Supplement B.

 

B-9          Transferof Records.  On or as soon aspracticable after the merger date, the administrator of the MG Savings Planshall transfer to the Administrative Committee all the administrative recordsmaintained with respect to Supplement B members.

 

B-10        Useof Terms.  Terms used in thisSupplement B shall, unless defined in this Supplement B or otherwise noted,have the meanings give those terms elsewhere in the Plan.

 

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**SUPPLEMENTC**

** **

**Merger of the Oakite Products, Inc. portion**

**of the**

**MG North America Holdings Inc. Savings Plan**

 

C-1          Introduction.  Effective as of July 31, 2004 or as soonas administratively practicable thereafter (the “merger date”), the plan assetsand liabilities attributable to the Oakite Products, Inc. (“Oakite”)participants and beneficiaries under the MG North America Holdings Inc. SavingsPlan (the “MG Savings Plan”) shall be spun-off and immediately merged with andinto the Plan; provided, however, the assets and liabilitieswhich are attributable to the participants who are covered by the collectivebargaining agreement between Oakite and USWA Local Union 2659, as of July 31,2004, shall remain in the MG Savings Plan and not be subject to the spin-offand merger transaction with the Plan. The merger of the Oakite portion of the MG Savings Plan into the Plan(and any resulting transfer of assets) shall comply with all the applicablelegal requirements, including Sections 401(a)(12), 411(d)(6), and 414(l) ofthe Code and the regulations thereunder. The purpose of this Supplement C is to provide for the plan spin-off andmerger.  Each participant and beneficiaryin the Oakite portion of the MG Savings Plan whose account is subject to thespin-off and merger transaction with the Plan shall be referred to herein as a “SupplementC member.”

 

C-2          Transferof Account Balances.  As of themerger date, liabilities equal to the aggregate account balances, as adjustedthrough the merger date in accordance with the provisions of the MG SavingsPlan, of each Supplement C member shall be transferred to the Plan and shall becredited to corresponding accounts established for each such Supplement Cmember under the Plan.  Thereafter, suchbalances shall be subject to the terms and conditions of the Plan, except asotherwise provided herein in this Supplement C. The accounts of the Supplement C members under this Plan shall beadjusted for earnings, gains, and losses after such accounts have been investedin the investment funds as provided in Paragraph C-3 below.

 

C-3          Transferof Assets.  On, or as soon asadministratively practicable following, the merger date, the assets of thetrust that serves as the funding vehicle for the Oakite portion of the MGSavings Plan shall be transferred to the Profit-Sharing/401(k) Plan forEmployees of Rockwood Specialties Inc. Trust. Such transfers shall be in cash, except that promissory notes related toSupplement C members’ loans from the MG Savings Plan shall be transferredin-kind.  Such transferred assets (otherthan promissory notes) shall be invested in the investment funds designated bythe Administrative Committee on or as soon as practicable following thetransfer of assets to the Profit-Sharing/401(k) Plan for Employees ofRockwood Specialties Inc. Trust.

 

C-4          Participationin the Plan.  Each Supplement Cmember who is employed by the Employer on July 31, 2004 (or immediatelythereafter) shall become a member of the Plan as of such date, subject to theconditions and limitations of the Plan, except as otherwise provided herein inthis Supplement C.  Each other SupplementC member shall, on and after the merger date, be treated as an inactive memberor a beneficiary (whichever is applicable) of the Plan, 

 

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subjectto the conditions and limitations of the Plan, except as otherwise providedherein in this Supplement C.

 

C-5          Contributionsunder the Plan.  Each Supplement Cmember who becomes a participant under the Plan shall be eligible to makeElective 401(k) Deferrals as provided under Section 3.1.2 of thePlan.  Each Supplement C member whobecomes a participant under the Plan shall be eligible for an Employer MatchingContribution after three months of such participation in the Plan, in amountequal to the following:

 

100% of each Supplement Cmember’s Elective 401(k) Deferrals that do not exceed 3% of the SupplementC member’s Compensation each Plan Year, for a maximum Employer MatchingContribution of 3% of the Supplement C member’s Compensation for that Year.

 

EffectiveJanuary 1, 2005, Supplement C members shall be eligible for Profit-SharingContributions as provided under Section 3.1.4 of the Plan.

 

C-6          Loans.  Any outstanding loan on the merger date thathad been made to a Supplement C member under the MG Savings Plan shall bemaintained on after that date under the Plan until all amounts of principal andinterest thereon have been repaid.  Theterms and conditions relating to such outstanding loans of Supplement C memberswill continue as in existence prior to merger date.

 

C-7          In-ServiceWithdrawals.  On and after the mergerdate, a Supplement C member (other than a beneficiary) may obtain any in-servicewithdrawal described in Article VI of the Plan from such member’saccounts, including any balances attributable to transferred MG Savings Planbalances, subject to all applicable Plan provisions.

 

C-8          AdministrativeCommittee’s Actions.  The AdministrativeCommittee shall take such actions as it deems necessary or desirable toaccomplish the plan merger as described in this Supplement C.

 

C-9          Transferof Records.  On or as soon aspracticable after the merger date, the administrator of the MG Savings Planshall transfer to the Administrative Committee all the administrative recordsmaintained with respect to Supplement C members.

 

C-10        Useof Terms.  Terms used in thisSupplement C shall, unless defined in this Supplement C or otherwise noted,have the meanings give those terms elsewhere in the Plan.

 

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**SUPPLEMENTD**

** **

**Merger of the Sachtleben Corporation portion**

**of the**

**MG North America Holdings Inc. Saving Plan**

 

D-1          Introduction.  Effective July 31, 2004 (the “mergerdate”), plan assets and liabilities related to Sachtleben Corporation (“Sachtleben”)participants and beneficiaries under the MG North America Holdings Inc. SavingsPlan (the “MG Savings Plan”) shall be spun-off and merged into the Plan.  The merger of the Sachtleben portion of theMG Savings Plan into the Plan (and any resulting transfer of assets) shallcomply with Sections 401(a)(12), 411(d)(6), and 414(l) of the Code and theregulations thereunder.  The purpose ofthis Supplement D is to provide for the plan spin-off and merger.  Each participant and beneficiary in theSachtleben portion of the MG Savings Plan shall be referred to herein as a “SupplementD member.”

 

D-2          Transferof Account Balances.  As of themerger date, liabilities equal to the aggregate account balances, as adjustedthrough the merger date in accordance with the provisions of the MG SavingsPlan, of each Supplement D member shall be transferred to the Plan and shall becredited to corresponding accounts established for each such Supplement Dmember under the Plan.  Thereafter, suchbalances shall be subject to the terms and conditions of the Plan, except asotherwise provided herein in this Supplement D. The accounts of the Supplement D members under this Plan shall be adjustedfor earnings, gains, and losses after such accounts have been invested in theinvestment funds as provided in Paragraph D-3 below.

 

D-3          Transferof Assets.  On, or as soon aspracticable following, the merger date, the assets of the trust that serves asthe funding vehicle for the Sachtleben portion of the MG Savings Plan shall betransferred to the Profit-Sharing/401(k) Plan for Employees of RockwoodSpecialties Inc. Trust.  Such transfersshall be in cash, except that promissory notes related to Supplement D members’loans from the MG Savings Plan shall be transferred in-kind.  Such transferred assets (other thanpromissory notes) shall be invested in the investment funds designated by theAdministrative Committee on or as soon as practicable following the transfer ofassets to the Profit-Sharing/401(k) Plan for Employees of RockwoodSpecialties Inc. Trust.

 

D-4          Participationin the Plan.  Each Supplement Dmember who is employed by an Employer on the merger date shall become a memberof the Plan on the merger date, subject to the conditions and limitations ofthe Plan, except as otherwise provided herein in this Supplement D.  Each other Supplement D member shall, on andafter the merger date, be treated as an inactive member or a beneficiary (whicheveris applicable) of the Plan, subject to the conditions and limitations of thePlan, except as otherwise provided herein in this Supplement D.

 

D-5          Contributionsunder the Plan.  Each Supplement Dmember who becomes a participant under the Plan shall be eligible to makeElective 401(k) Deferrals as provided under Section 3.1.2 of thePlan.  Each Supplement D member whobecomes a participant under the Plan shall be eligible for an Employer MatchingContribution after three months of such participation in the Plan, in an amountequal to the following:

 

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100 % of each SupplementD member’s Elective 401(k) Deferrals that do not exceed 3% of theSupplement D member’s Compensation each Plan Year, for a maximum EmployerMatching Contribution of 3% of the Supplement D member’s Compensation for thatPlan Year.

 

In addition, each Supplement D member shall beeligible for a Profit-Sharing Contribution under the Plan as provided under Section 3.1.4of the Plan.

 

D-6          Loans.  Any outstanding loan on the merger date thathad been made to a Supplement D member under the MG Savings Plan shall bemaintained on after that date under the Plan until all amounts of principal andinterest thereon have been repaid.  Theterms and conditions relating to such outstanding loans of Supplement D memberswill continue as in existence prior to merger date.

 

D-7          In-ServiceWithdrawals.  On and after the mergerdate, a Supplement D member (other than a beneficiary) may obtain any in-servicewithdrawal described in Article VI of the Plan from such member’saccounts, including any balances attributable to transferred MG Savings Planbalances, subject to all applicable Plan provisions.

 

D-8          AdministrativeCommittee’s Actions.  TheAdministrative Committee shall take such actions as it deems necessary ordesirable to accomplish the plan merger as described in this Supplement D.

 

D-9          Transferof Records.  On or as soon aspracticable after the merger date, the administrator of the MG Savings Planshall transfer to the Administrative Committee all the administrative recordsmaintained with respect to Supplement D members.

 

D-10        Useof Terms.  Terms used in thisSupplement D shall, unless defined in this Supplement D or otherwise noted,have the meanings give those terms elsewhere in the Plan.

 

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**SUPPLEMENTE**

** **

**MERGER OF THE GLOBAL COLOR PIGMENTS BUSINESS**

**EMPLOYEES’ ACCOUNTS IN THE**

 

**ELEMENTIS WORLDWIDE RETIREMENT SAVINGS PLAN**

 

E-1          Introduction.  Effective as of December 10, 2007 (the “MergerDate”), the plan assets and liabilities related to employees of ElementisWorldwide Inc. and/or its affiliates who are employed by the Company or aParticipating Affiliate in connection with the closing of the transactionsunder the Asset Purchase Agreement between Rockwood Specialties Group, Inc.and Elementis Holdings Ltd. Dated May 10, 2007 shall be spun-off from theElementis Worldwide Retirement Savings Plan (subject to the approval ofElementis Worldwide Inc.) and merged with and into the Plan (the “GlobalPigments Portion”).  The merger ofthe Global Pigments Portion of the Elementis Worldwide Retirement Savings Plan(the “Elementis Plan”) into the Plan (and any resulting transfer ofassets) shall comply with the applicable requirements under Sections401(a)(12), 411(d)(6), and 414(l) of the Code and the regulationsthereunder.  The Elementis Plan was knownas the “Elementis America Retirement Savings Plan” prior to February 8,2006. The purpose of this Supplement E is to provide for the plan spin-off andmerger of the Global Pigments Portion. Each participant and beneficiary in the Global Pigments Portion of theElementis Plan shall be referred to herein as a “Supplement E Member.”

 

E-2          Transfer of Account Balances.  As of the Merger Date, assets and liabilitiesequal to the aggregate account balances, as adjusted through the Merger Date inaccordance with the provisions of the Elementis Plan, of each Supplement EMember shall be transferred to the Plan and shall be credited to correspondingaccounts established for each such Supplement E Member under the Plan. Thetransfer to the Plan shall include any after-tax accounts and outstanding planloans (and the promissory notes connected to such plan loans).  Thereafter, such balances and loans shall besubject to the terms and conditions of the Plan, except as otherwise providedherein in this Supplement E.  Theaccounts of the Supplement E Members under the Plan shall be adjusted forearnings, gains, and losses after such accounts have been invested in theInvestment Funds as provided in Section E-3 below.

 

E-3          Transfer of Assets. On, or as soon as practicable following, the Merger Date, the assets ofthe trust that serves as the funding vehicle for the Global Pigments Portion ofthe Elementis Plan shall be transferred to the Trust.  Such transfers shall be in cash, except that

 

(a)                                  any promissorynotes related to Supplement E Members’ loans from the Elementis Plan, and

 

(b)                                 any shares ofPfizer Inc. stock related to Supplement E Members’ investment in the PfizerStock Fund under the Elementis Plan,

 

shall be transferred in-kind.  Such transferred assets (other thanpromissory notes and shares of Pfizer Inc. stock) shall be invested in theInvestment Funds designated by the Administrative Committee on or as soon aspracticable following the transfer of assets to the Trust.

 

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E-4          Participation in the Plan. EachSupplement E Member who is employed by an Employer on the Merger Date shallbecome a member of the Plan on the Merger Date, subject to the conditions andlimitations of the Plan.

 

E-5          After-Tax Contribution Account.  No after-tax contributions shall be permittedunder the Plan; provided, however, any after-tax contribution accountstransferred to the Plan from the Elementis Plan as of the Merger Date shall bemaintained as “frozen” after-tax accounts (“After-Tax ContributionSubaccount”) to the extent necessary to account for such assets.

 

E-6          Withdrawals from After-TaxContribution Subaccount.  ASupplement E Member, while still employed, may request a withdrawal of all or aportion of his After-Tax Contribution Subaccount at any time.

 

E-7          Withdrawals from RolloverSubaccount.  A Supplement E Member,while still employed, may request a withdrawal of all or a portion of hisRollover Contributions Subaccount attributable to the amounts transferred tothe Plan from the Elementis Plan as of the Merger Date.

 

E-8          Withdrawals of EmployerContributions from Chemicals Subaccount. Any amounts transferred to the Plan from the Elementis Plan as of theMerger Date which are attributable to amounts previously transferred to theElementis Plan from the Harcros Chemicals Inc. Employee Savings Plan (as ineffect through December 31, 1992) shall be maintained in the “ChemicalsSubaccount.”  A Supplement E Member,while still employed, may request a withdrawal of all or a portion of hisChemicals Subaccount attributable to vested employer contributions and earningsthereon.

 

E-9          Withdrawals of EmployerContributions from NL Subaccount. Any amounts transferred to the Plan from the Elementis Plan as of theMerger Date which are attributable to amounts previously transferred to theElementis Plan from the NL Industries, Inc. Retirement Savings Plan (as ineffect through January 30, 1998) shall be maintained in the “NLSubaccount.”  A Supplement E Member,while still employed, may request a withdrawal of all or a portion of his NLSubaccount attributable to vested employer contributions and earnings thereon.

 

E-10        Pfizer Stock Fund

 

E-10.1             Pfizer StockFund. Any shares of Pfizer Inc. stock transferred to the Plan from theElementis Plan as of the Merger Date shall be maintained as the “PfizerStock Fund.”

 

E-10.2             InvestmentElections. Schedule E Members (and any other Participant) shall not bepermitted to elect to have any future contributions, or the proceeds from anyother Investment Fund, invested in the Pfizer Stock Fund. Also, Schedule EMembers may not elect to have any amount that is less than the full value oftheir Pfizer Stock Fund investment transferred from the Pfizer Stock Fund toany other Investment Fund. Finally, any dividends paid with respect to thePfizer Stock Fund shall be reinvested in other Investment Funds in accordancewith the Schedule E Members’ most recent instructions directing the investmentof new contributions to the Plan.

 

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E-10.3             TenderOffers.  To the extent that shares ofPfizer Inc. stock under the Pfizer Stock Fund are allocated to a Schedule EMember’s Account, the Trustee shall vote or tender such shares solely inaccordance with written instructions furnished to it by each Schedule E Member(or Beneficiary of a deceased Schedule E Member); provided that the Trusteeshall be responsible for delivery to each Schedule E Member (or Beneficiary ofa deceased Schedule E Member) of all notices, proxies and proxy solicitingmaterials related to any such shares. Any such instructions shall remain in the strict confidence of theTrustee.  Any and all fractional sharesof Pfizer Inc. stock allocated to a Schedule E Member’s Account shall becombined with other fractional shares of other Schedule E Members and shall bevoted, to the extent possible, to reflect the direction of Schedule E Membersholding such fractional shares.  Shares,including fractional shares, for which no voting or tender instructions arereceived shall not be voted by the Trustee.

 

E-10.4             In-KindDistribution Right. If, as of the date a Schedule E Member terminates hisemployment, part of his Account is invested in the Pfizer Stock Fund, and ifthe Schedule E Member’s benefit is to be paid in the form of a lump sum, thenthe Schedule E Member or Beneficiary to whom such payment is made shall havethat portion of the Accounts that is so invested paid in common stock or sharesheld in the Pfizer Stock Fund unless the Schedule E Member or Beneficiaryelects to have such portion paid in cash; provided, however, that cash will bepaid in lieu of any fractional shares allocated to the Schedule E Member’sAccount.

 

E-11        Wayne ProfitSharing Subaccount

 

E-11.1             Wayne ProfitSharing Subaccount. Any assets transferred to the Plan from the ElementisPlan as of the Merger Date which are attributable to amounts previouslytransferred to the Elementis Plan from the New Wayne Chemical CorporationProfit Sharing Plan (as in effect through December 31, 1992) shall bemaintained in the “Wayne Profit Sharing Subaccount.”

 

E-11.2             InvestmentElections.  Schedule E Members (andany other Participant) shall not be permitted to elect to have any futurecontributions, or the proceeds from any other Investment Fund, invested in anyinsured contracts held in the Wayne Profit Sharing Subaccount. Also, Schedule EMembers shall not be permitted to transfer to an Investment Fund any portion ofhis Wayne Profit Sharing Subaccount that is held under an insured contract. Anylife insurance policies held in the Wayne Profit Sharing Subaccount shall becontinued and will be subject to the provisions of the Plan.  No new insurance policies may be purchasedunder the Plan.

 

E-12        Vesting. Schedule E Members shallbe fully vested in the portion of this Account consisting of the GlobalPigments Portion upon the earliest to occur of (a) his attainment of age55; (b) his Disability while actively employed; (c) his death whileactively employed; or (d) his Normal Retirement Date.

 

E-13        Loans.  Any outstanding loan on the Merger Date thathad been made to a Supplement E Member under the Elementis Plan shall bemaintained on after that date under the Plan until all amounts of principal andinterest thereon have been repaid.  Theterms and conditions relating to such outstanding loans of Supplement E Memberswill continue as in 

 

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existenceimmediately prior to Merger Date. A Schedule E Member may not apply to theAdministrative Committee for a loan from his NL Subaccount (as defined in Section E-9).

 

E-14        Forms of Benefit Payment for WaynePension Subaccount, H&C Subaccount, Northland Subaccount and ChemicalsAccount

 

E-14.1     Definitions

 

(a)           H&CSubaccount. Any assets transferred to the Plan from the Elementis Plan asof the Merger Date which are attributable to amounts previously transferred tothe Elementis Plan from the Harrisons & Crosfield (America) Inc. MoneyPurchase Pension Plan and Trust (as in effect through December 31, 1992)shall be maintained in the “H&C Subaccount.”

 

(b)           NorthlandSubaccount. Any assets transferred to the Plan from the Elementis Plan asof the Merger Date which are attributable to amounts previously transferred tothe Elementis Plan from the Northland Chemical, Inc. Pension Plan andTrust (as in effect through December 31, 1992) shall be maintained in the “NorthlandSubaccount.”

 

(c)           Wayne PensionSubaccount.  Any assets transferredto the Plan from the Elementis Plan as of the Merger Date which areattributable to amounts previously transferred to the Elementis Plan from theWayne Chemical Pension Plan and Trust (as in effect through December 31,1992) shall be maintained in the “Wayne Pension Subaccount.”

 

E-14.2             Automatic Form ofPayment

 

(a)           Married ScheduleE Members.  If the Schedule E Memberis married on his benefit payment date, the Schedule E Member’s Wayne PensionAccount, H&C Account and Northland Account shall be paid in the form of anannuity for the joint lives of the Schedule E Member and his spouse with aperiodic benefit payable after the death of the Schedule E Member to the spouseequal to 50% of the periodic benefit payable to the Schedule E during hislifetime, if such spouse survives the Schedule E, unless such Schedule E Memberelects another form of payment in the manner described below.  If the Schedule E Member makes no election,the survivor percentage shall be 50%.

 

(b)           UnmarriedSchedule E Members.  If the ScheduleE Member is not married on his benefit payment date, the Schedule E Member’sWayne Pension Account, H&C Account and Northland Account shall be paid inthe form of an annuity for the life of the Schedule E Member only, unless heelects another form of payment in the manner described below.

 

E-14.3             Optional Form ofPayment.  A Schedule E Member who isnot subject to the provisions above may elect, in writing, to have his WaynePension Account, H&C Account and Northland Account paid to him in a singlesum.

 

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E-14.4             SpousalConsent Requirement

 

(a)           ConsentRequirement. A Schedule E Member described in this subparagraph E-14.4(a) whodoes not establish to the satisfaction of the Administrative Committee that hehas no spouse on his benefit payment date may elect to receive a form ofbenefit other than the automatic form applicable to the Schedule E Member onlyif his spouse (or the spouse’s legal guardian if the spouse is legallyincompetent) consents, in the manner described in subparagraph E-14.4(b) notto receive the automatic form of payment described in subparagraph E-14.2(a) andto the specific alternative form elected by the Schedule E Member, or to theSchedule E Member’s right to choose any alternative form without any further consentby the spouse, or the spouse’s consent is not required for the reason specifiedin subparagraph 14.4(c).

 

(b)           Form andContent of Spouse’s Consent. A spouse may consent to the designation of oneor more Beneficiaries other than such spouse provided that such consent shallbe in writing, must consent to the specific alternate beneficiary orbeneficiaries designated (or permit beneficiary designations by the Schedule EMember without the spouse’s further consent), must acknowledge the effect ofsuch consent, and must be witnessed by a Plan representative or notarypublic.  Such spouse’s consent shall beirrevocable, unless expressly made revocable. The consent of a spouse in accordance with this subsection E-14.4(b) shallnot be effective with respect to any subsequent spouse of the Schedule EMember.

 

(c)           Spouse asBeneficiary. A Schedule E Member may designate a Beneficiary other than hisspouse pursuant to Section 8.2 of the Plan if

 

theSchedule E Member has no spouse, or the Administrative Committee determinesthat the spouse cannot be located or such other circumstances exist under whichspousal consent is not required, as prescribed by Treasury regulations.

 

E-14.5             Revocationof Election.  A Schedule E Member mayrevoke an election to waive the automatic form of payment described insubparagraph E-14.2(a).  Such revocationmay be made at any time during the election period in which such election canbe made.  Such revocation shall not voidany prospectively effective consent given by his spouse in connection with therevoked election.

 

E-14.6             Explanationsto Schedule E Members.  Each ScheduleE Member described in this section E-14 shall receive, no less than 30 days andno more than 180 days before the date his benefits are to begin, a written explanationof:

 

(a)           theterms and conditions of the automatic form of payment and each alternative formof payment available to the Schedule E Member, including information explainingthe relative values of each form of payment;

 

(b)           theSchedule E Member’s right to waive the automatic form of payment and the effectof such waiver;

 

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(c)           therights of the Schedule E Member’s spouse with respect to such waiver; and

 

(d)           theright to revoke an election to receive an alternative form of payment and theeffect of such revocation.

 

Notwithstandingthe foregoing, the Schedule E Member’s benefit payment date may be less than 30days after the explanation described in this Section is provided if (A) theSchedule E Member is given notice of his right to a 30-day period in which toconsider whether to (i) waive the normal form of benefit and elect anoptional form and (ii) to the extent applicable, consent to thedistribution; (B) the Schedule E Member affirmatively elects adistribution and a form of benefit and the spouse, if necessary, consents tothe form of benefit elected; (C) the Schedule E Member is permitted torevoke his affirmative election at any time prior to his benefit payment dateor, if later, the expiration of a 7-day period beginning on the day after theexplanation described in this section is provided to the Schedule E Member; (D) thebenefit payment date is after the date the explanation described in thissection is provided to the Schedule E Member; and (E) distribution to theSchedule E Member does not commence before the expiration of the 7-day perioddescribed in clause (C) above.

 

E-14.7             DeathBenefits from the Wayne Pension Subaccount, H&C Subaccount, NorthlandSubaccount and Chemicals Subaccount

 

(a)           Ifthe Schedule E Member dies after his benefit payment date, death benefits, ifany, from the Schedule E Member’s Wayne Pension Subaccount, H&C Subaccount,Northland Subaccount and Chemicals Subaccount shall be determined by the formof payment in effect for the Schedule E Member at the time of his death.

 

(b)           Ifthe Schedule E Member dies before his benefit payment date and his spouse isthe Beneficiary with respect to all or a portion of his Wayne PensionSubaccount, H&C Subaccount and Northland Subaccount, death benefits payablefrom his Wayne Pension Subaccount, H&C Subaccount and Northland Subaccountto his surviving spouse shall be paid in the form of life annuity for thespouse, unless the spouse elects, in writing in the manner prescribed by theAdministrative Committee, to receive the Wayne Pension Subaccount in the formof a single sum.

 

(c)           Ifthe Schedule E Member dies before his benefit payment date and has designated aBeneficiary other than his spouse for all or a portion of his ChemicalsSubaccount, death benefits payable from his Chemicals Subaccount to suchBeneficiary shall be paid, at the election of the Schedule E Member or theBeneficiary, in the form of a single sum or quarterly installments over five (5) years.

 

E-14.8             BeneficiaryDesignation. An election to designate one or more Beneficiaries other thanthe Schedule E Member’s spouse for the Schedule E Member’s Wayne PensionSubaccount, H&C Subaccount and Northland Subaccount shall become invalid onJanuary 1 of the calendar year in which the Schedule E Member attains age35.  The Schedule E Member’s spouseshall, on such date, become the Beneficiary with respect to the Schedule EMember’s 

 

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WaynePension Subaccount, H&C Subaccount and Northland Subaccount, unless theSchedule E Member subsequently designates, in accordance with the provisions ofthis Section and Plan, one or more Beneficiaries with respect to his WaynePension Subaccount, H&C Subaccount and Northland Subaccount.

 

E-14.9             QualifiedDomestic Relations Orders. The benefit payable to an alternate payee shallbe paid in the form of a single sum in cash, except that the alternate payeemay elect to receive the portion of the benefit, if any, attributable to aSchedule E Member’s Wayne Pension Subaccount, H&C Subaccount, NorthlandSubaccount and Chemicals Subaccount distributed in any form provided under Section E-14with respect to such account to the extent permitted by section 401(a)(9) ofthe Code and regulations issued thereunder.

 

E-15                DistributionRestrictions on Wayne Pension Subaccount. A Schedule E Member shall not bepermitted to take an age 59-1/2 or hardship distribution from his Wayne PensionSubaccount.

 

E-16                Eliminationof Forms of Benefit Payments. Any and all forms of distribution applicableto the Global Pigments Portion are eliminated as of the Merger Date, except tothe extent the form of benefit distribution is provided in this Schedule Eand/or the Plan. This provision shall be interpreted in a manner consistentwith the requirements of Code Section 411(d)(6)(E).

 

E-17                AdministrativeCommittee Actions. The Administrative Committee shall take such actions asit deems necessary or desirable to accomplish the plan merger as described inthis Supplement E.

 

E-18                Transfer ofRecords.  On or as soon aspracticable after the Merger Date, the administrator of the Elementis Planshall transfer to the Administrative Committee all the administrative recordsmaintained with respect to Supplement E Members.

 

E-19                Use ofTerms.  Terms used in this SupplementE shall, unless defined in this Supplement E or otherwise noted, have themeanings give those terms elsewhere in the Plan.

 

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