**Exhibit 10.45**

** **

**THE ROCKWOOD SPECIALTIES INC.**

 

**MONEY PURCHASE PENSION PLAN**

 

**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                       | Administrative Committee                  | 2          |
| 1.4                       | Affiliate                                 | 2          |
| 1.5                       | Annuity Contract                          | 2          |
| 1.6                       | Beneficiary                               | 2          |
| 1.7                       | Benefit Commencement Date                 | 2          |
| 1.8                       | Break-in-Service                          | 2          |
| 1.9                       | Code                                      | 3          |
| 1.10                      | Company                                   | 3          |
| 1.11                      | Compensation                              | 3          |
| 1.12                      | Defined Benefit Plan                      | 5          |
| 1.13                      | Defined Contribution Plan                 | 5          |
| 1.14                      | Disability                                | 5          |
| 1.15                      | Effective Date                            | 5          |
| 1.16                      | Eligible Employee                         | 5          |
| 1.17                      | Employee                                  | 6          |
| 1.18                      | Employer                                  | 6          |
| 1.19                      | Employer Contributions                    | 6          |
| 1.20                      | Employment                                | 6          |
| 1.21                      | Employment Commencement Date              | 6          |
| 1.22                      | Entry Date                                | 6          |
| 1.23                      | ERISA                                     | 6          |
| 1.24                      | Highly Compensated Employee               | 6          |
| 1.25                      | Hour of Service                           | 7          |
| 1.26                      | Investment Fund                           | 8          |
| 1.27                      | Investment Manager                        | 8          |
| 1.28                      | Leased Employee                           | 8          |
| 1.29                      | Leave of Absence                          | 8          |
| 1.30                      | Normal Retirement Age                     | 8          |
| 1.31                      | Participant                               | 8          |
| 1.32                      | Participating Affiliate                   | 8          |
| 1.33                      | Period of Service                         | 8          |
| 1.34                      | Period of Severance                       | 8          |
| 1.35                      | Plan                                      | 8          |
| 1.36                      | Plan Year                                 | 8          |
| 1.37                      | Qualified Joint and Survivor Annuity      | 9          |
| 1.38                      | Qualified Pre-Retirement Survivor Annuity | 9          |
| 1.39                      | Reduction in Force                        | 9          |
| 1.40                      | Severance from Service Date               | 9          |

 

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| 1.41                                                           | Spousal Consent                                                   | 9      |
|----------------------------------------------------------------|-------------------------------------------------------------------|--------|
| 1.42                                                           | Spouse                                                            | 9      |
| 1.43                                                           | Surviving Spouse                                                  | 9      |
| 1.44                                                           | Termination of Employment                                         | 9      |
| 1.45                                                           | Trust                                                             | 10     |
| 1.46                                                           | Trust Agreement                                                   | 10     |
| 1.47                                                           | Trustee                                                           | 10     |
| 1.48                                                           | Valuation Date                                                    | 10     |
| 1.49                                                           | Vesting Service                                                   | 10     |
| 1.50                                                           | Year of Service                                                   | 10     |
|                                                           |                                                              |   |
| **ARTICLE II**                                                 | **11**                                                            |
| 2.1                                                            | Admission as a Participant                                        | 11     |
| 2.2                                                            | Rehired Employees                                                 | 11     |
| 2.3                                                            | Termination of Participation                                      | 12     |
|                                                           |                                                              |   |
| **ARTICLE III CONTRIBUTIONS**                                  | **13**                                                            |
| 3.1                                                            | Employer Contributions                                            | 13     |
| 3.2                                                            | Participant Contributions                                         | 13     |
| 3.3                                                            | Timing of Contributions                                           | 13     |
| 3.4                                                            | Forfeitures                                                       | 14     |
| 3.5                                                            | Limitation on Allocations                                         | 14     |
| 3.6                                                            | [Reserved]                                                        | 16     |
| 3.7                                                            | Return of Employer Contributions Under Special  Circumstances     | 16     |
| 3.8                                                            | Contributions Conditioned on Deductibility                        | 17     |
|                                                           |                                                              |   |
| **ARTICLE IV ACCOUNTS, INVESTMENTS AND ALLOCATIONS**           | **18**                                                            |
| 4.1                                                            | Establishment of Participant Accounts                             | 18     |
| 4.2                                                            | Investment of Funds                                               | 18     |
| 4.3                                                            | Allocation of Earnings to Accounts                                | 18     |
| 4.4                                                            | Allocation Report                                                 | 18     |
| 4.5                                                            | Allocation Corrections                                            | 18     |
|                                                           |                                                              |   |
| **ARTICLE V VESTING AND TOP-HEAVY PROVISIONS**                 | **19**                                                            |
| 5.1                                                            | Determination of Vesting                                          | 19     |
| 5.2                                                            | Rules for Crediting Vesting Service                          | 19     |
| 5.3                                                            | Rules for Crediting; Service Upon Termination  of Employment | 20     |
| 5.4                                                            | Top-Heavy Provisions                                              | 21     |
|                                                           |                                                              |   |
| **ARTICLE VI AMOUNT AND PAYMENT OF BENEFITS TO PARTICIPANTS,** | **25**                                                            |
| 6.1                                                            | Termination of Employment                                         | 25     |
| 6.2                                                            | Age 70-1/2 Distributions                                          | 26     |
| 6.3                                                            | No In-Service Withdrawals or Loans                                | 26     |
| 6.4                                                            | Minimum Required Distributions                                    | 26     |
|                                                           |                                                              |   |
| **ARTICLE VII FORMS OF PAYMENT OF ACCOUNTS**                   | **31**                                                            |
| 7.1                                                            | Methods of Distribution                                           | 31     |

 

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| 7.2                                                               | Election of Optional Forms                          | 31     |
|-------------------------------------------------------------------|-----------------------------------------------------|--------|
| 7.3                                                               | Direct Rollovers                                    | 33     |
|                                                              |                                                |   |
| **ARTICLE VIII DEATH BENEFITS**                                   | **34**                                              |
| 8.1                                                               | Payment of Account Balances                         | 34     |
| 8.2                                                               | Beneficiary                                         | 34     |
| 8.3                                                               | Required Commencement                               | 35     |
|                                                              |                                                |   |
| **ARTICLE IX FIDUCIARIES**                                        | **36**                                              |
| 9.1                                                               | Named Fiduciaries                                   | 36     |
| 9.2                                                               | Employment of Advisers                              | 36     |
| 9.3                                                               | Multiple Fiduciary Capacities                       | 36     |
| 9.4                                                               | Payment of Expenses                                 | 36     |
| 9.5                                                               | Indemnification                                     | 36     |
|                                                              |                                                |   |
| **ARTICLE X TRUSTEE AND TRUST FUND**                              | **38**                                              |
| 10.1                                                              | Establishment of Trust                              | 38     |
| 10.2                                                              | Powers and Duties of the Trustee                    | 38     |
| 10.3                                                              | Exclusive Benefit                                   | 38     |
| 10.4                                                              | Delegation of Responsibility                        | 38     |
|                                                              |                                                |   |
| **ARTICLE XI PLAN ADMINISTRATION**                                | **39**                                              |
| 11.1                                                              | The Administrative Committee                        | 39     |
| 11.2                                                              | Administrative Committee Powers and Duties          | 39     |
| 11.3                                                              | Claims Procedure                                    | 40     |
| 11.4                                                              | Delegation of Responsibility                        | 42     |
|                                                              |                                                |   |
| **ARTICLE XII MANAGEMENT, CONTROL AND INVESTMENT OF PLAN ASSETS** | **43**                                              |
| 12.1                                                              | Investment Funds                                    | 43     |
| 12.2                                                              | Valuation of Accounts                               | 43     |
| 12.3                                                              | Investment in Insurance Contract                    | 43     |
| 12.4                                                              | The Investment Manager                              | 43     |
| 12.5                                                              | Compensation                                        | 44     |
|                                                              |                                                |   |
| **ARTICLE XIII PLAN AMENDMENT OR TERMINATION**                    | **45**                                              |
| 13.1                                                              | Plan Amendment                                      | 45     |
| 13.2                                                              | Limitations of Plan Amendment                       | 45     |
| 13.3                                                              | Right of the Company to Terminate Plan              | 45     |
| 13.4                                                              | Effect of Partial or Complete Termination           | 46     |
|                                                              |                                                |   |
| **ARTICLE XIV MISCELLANEOUS PROVISIONS**                          | **47**                                              |
| 14.1                                                              | Plan Not a Contract of Employment                   | 47     |
| 14.2                                                              | Source of Benefits                                  | 47     |
| 14.3                                                              | Benefits Not Assignable                             | 47     |
| 14.4                                                              | Domestic Relations Orders                           | 47     |
| 14.5                                                              | Benefits Payable to Minors, Incompetents and Others | 47     |
| 14.6                                                              | Merger or Transfer of Assets                        | 48     |

 

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| 14.7  | Participation in the Plan by an Affiliate                | 48 |
|-------|----------------------------------------------------------|----|
| 14.8  | Action by the Company or a Participating Affiliate       | 48 |
| 14.9  | Provision of Information                                 | 48 |
| 14.10 | Notice of Address                                        | 49 |
| 14.11 | Controlling Law                                          | 49 |
| 14.12 | Military Service                                         | 49 |
| 14.13 | Conditional Adoption                                     | 49 |
| 14.14 | Word Usage and Article and  Section References | 49 |
| 14.15 | Effect of Mistake                                        | 49 |

 

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**INTRODUCTION**

 

Effective as of January 1, 1989, Laporte Inc. established TheLaporte Inc. Money Purchase Pension Plan (the “Plan”). 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.

 

The Plan was amended and restated effective as of January 1, 1997(except where otherwise indicated), to comply with the Uruguay Round AgreementsAct (“GATT”), the Uniformed Services Employment and Reemployment Rights Act of1994 (“USERRA”), the Small Business Job Protection Act of 1996 (“SBJPA”), theTaxpayer Relief Act of 1997 (“TRA ‘97”), the Internal Revenue ServiceRestructuring and Reform Act of 1998 (“RRA ‘98”) and the Community Renewal TaxRelief Act of 2000 (“CRA”) (collectively known as “GUST”), and other changes inapplicable law. Effective as of March 1, 2001, the Plan name was changedto The Rockwood Specialties Inc. Money Pension Plan to reflect the acquisitionof Laporte Inc. by Rockwood Specialties Inc. (the “Company”). This Plan, wasamended and restated effective as of January 1, 1997 (except whereotherwise indicated) to reflect certain provisions of the Economic Growth andTax Relief Reconciliation Act of 2001 (“EGTRRA”), and is intended as good faithcompliance with the requirements of EGTRRA and is to be construed in accordancewith EGTRRA and any guidance issued thereunder. The Plan is hereby amended andrestated effective as of January 1, 2008 to incorporate all effectiveprior amendments since the Plan’s last amendment and restatement, and toreflect applicable legislative changes, including changes under the PensionProtection Act of 2006, changes under EGTRRA, and the final regulations underCode Section 415.

 

The Company intends that this Plan and 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 Trust shall be so interpreted.

 

The benefits provided under the Plan to any participant who terminatesEmployment, retires or dies while employed by the Company or any Affiliatethereof shall be determined in accordance with the provisions of the Plan as ineffect on the date of such Termination of Employment, unless such person isthereafter reemployed and again becomes a Participant in the Plan.

 

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# **ARTICLE I**

# ** **

# **DEFINITIONS**

# ** **

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

 

## 1.1                                 Account  shall mean the separate account establishedand maintained for each Participant pursuant to Section 4.1.

##  

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

##  

## 1.3                                 AdministrativeCommittee  shall mean the committeeappointed pursuant to, and having the responsibilities specified in, Article XIof the Plan.

##  

## 1.4                                 Affiliate  shall mean any corporation or unincorporatedtrade or business (other than the Company) while it is: (a) a member of acontrolled group of corporations (within the meaning of Code Section 414(b))of which the Company is a member; (b) a trade or business under “commoncontrol” (within the meaning of Code Section 414(c)) with the Company; (c) amember 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 Section 414 (b) and (c) toCode Section 415, the phrase “more than 50 percent” shall be substitutedfor the phrase “at least 80 percent” each place it appears in Code Section 1563(a)(1).

 

## 1.5                                 AnnuityContract  shall mean an individual orgroup annuity contract issued by an insurance company providing periodicbenefits, whether fixed, variable or both, the benefits or value of which aParticipant or Beneficiary cannot transfer, sell, assign, discount, or pledgeas collateral for a loan or as security for the performance of an obligation,or for any other purpose, to any person other than the issuer thereof. Theterms of any Annuity Contract distributed by the Plan to a Participant orBeneficiary shall comply with the terms of this Plan.

##  

## 1.6                                 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.

##  

## 1.7                                 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.

##  

## 1.8                                 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 

 

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##  

## Employee severs from service asa result of quit, discharge or retirement and then returns to service within 12months, the period of severance shall be deemed a period of service, and (b) ifan Employee is absent from service for any reason other than quit, discharge,retirement or death and during the absence a quit, discharge or retirementoccurs, the period of time between the severance from service date (i.e., thedate of quit, discharge or retirement) and the first anniversary of the date onwhich the employee was first absent shall be taken in account, if the employeereturns to service on or before such first anniversary date.

##  

Solely for purposes of determining whether aBreak-in-Service has occurred, an Employee who is absent from work for anyperiod by reason of the (a) pregnancy of the Employee (b) the birthof a child of the Employee, (c) the placement of a child with the Employeein connection with the adoption of such child by such Employee, or (d) caringfor such child for a period beginning immediately following such birth orplacement, shall be credited with a sufficient Period of Service to prevent aBreak-in-Service; provided, however, the Employee shall have a Severance fromService Date which is the second anniversary of the first day of such absenceif the Employee is absent from service beyond the first anniversary of thefirst day of such absence. The period between the first and secondanniversaries of the first day of absence from work shall not be deemed aperiod of service nor a period of severance.

 

An Employee who is reemployed and is subjectto reemployment under the Uniformed Services Reemployment Rights Act of 1994 (“USERRA”)shall not be treated as having incurred a Break in Service by reason of theindividual’s period of qualified military service as defined in USERRA.

 

For purposes of this Section 1.8, a “severance from service” shalloccur on the earlier of (a) the date on which an Employee quits, retires,is discharged or dies, or (ii) the first anniversary of the first date ofa period in which an Employee remains absent from service (with or without pay)with the Employer for any reason other than quit, retirement, discharge ordeath, such as vacation, holiday, sickness, disability, leave of absence orlayoff.

 

## 1.9                                 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 regulations pertaining thereto.

##  

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

##  

## 1.11                           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 beexcluded from the definition of “compensation” within the meaning of Treas.Reg. Section 1.415-2(d)(3). Compensation includes compensation which is not currently includible inthe Participant’s gross income by reason of the application of Code Section 125,Code Section 402(e)(3) or Code Section 402(h)(1)(B). Effectiveas of January 1, 

 

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##  

## 2001, Compensation shall alsoinclude amounts includible in the Employee’s gross income by reason of theapplication of Code Section 132(f).

##  

Notwithstanding the foregoing, the Compensation taken into account foran Employee for any Plan Year shall not exceed $150,000, as adjusted pursuantto Code Section 401(a)(17) (the “Code Section 401(a)(17) limitation”).For the 2001 Plan Year, the Code Section 401(a)(17) limitation is$170,000. Effective for Plan Years beginning after December 31, 2001,Compensation taken into account for an Employee for a Plan Year shall notexceed $200,000, as adjusted for cost-of-living increases in accordance with Section 401(a)(17)(B) ofthe Code.

 

Effectivefor January 1, 2008, Limitation Compensation shall also include Post-SeveranceCompensation.  “Post-SeveranceCompensation” means, for Limitation Years that begin on or after January 1,2008, the following amount(s) that would have been included in thedefinition of Limitation Compensation if the amounts were paid prior to theEmployee’s Severance from Service Date from employment with the Employer,provided such amount(s) are paid to the Employee by the later of 21⁄2 monthsafter the Employee’s Severance from Service Date from employment with theEmployer or the end of the Limitation Year that includes the Severance fromService Date from employment with the Employer:

 

##### (i)            The payment is regular compensationfor services during the Employee’s regular working hours, or compensation forservices outside the Employee’s regular working hours (such as overtime orshift differential), commissions, bonuses, or other similar payments; and

#####  

##### (ii)           The payment would have been paid tothe Employee prior to a Severance from Service Date from employment if theEmployee had continued in employment with the Employer.

#####  

Post-Severance Compensation shall also include:

 

##### (i)            Payment for unused accrued bona fidesick, vacation, or other leave, but only if the Employee would have been ableto use the leave if employment had continued; or

#####  

##### (ii)           Received by an Employee pursuant to anonqualified unfunded deferred compensation plan, but only if the payment wouldhave been paid to the Employee at the same time if the Employee had continuedin employment with the Employer and only to that the payment is includible inthe 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.

 

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##  

## 1.12         Defined Benefit Plan  shall mean any plan of the type defined inCode Section 414(j) maintained by the Company or an Affiliate.

##  

## 1.13         Defined ContributionPlan  shall mean any plan of the typedefined in Code Section 414(i) maintained by the Company or anAffiliate.

##  

## 1.14         Disability  shall mean a Participant’s total andpermanent inability to meet the requirements of the Participant’s customaryemployment in a satisfactory manner by reason of any medically determinablephysical or mental impairment which can be expected to result in death or whichhas lasted or can be expected to last for a continuous period of not less than12 months; provided, however, that such disability:

##  

#### (a)           wasnot contracted, suffered, or incurred while the Participant was engaged in, ordid not result from his or her having engaged in, a criminal enterprise; or

####  

#### (b)           wasnot sustained while the Participant was employed by anyone other than theCompany or an Affiliate. A Participant shall not be considered to have aDisability unless he or she furnishes proof of the existence of such Disabilityto the Administrative Committee in the form and manner, and at such time, asthe Administrative Committee may request.

####  

## 1.15         Effective Date  shall mean January 1, 2008.

##  

## 1.16         Eligible Employee  shall mean all Employees of the Employerother than: (a) Employees included in a unit of employees covered by acollective bargaining agreement between the Employer and an employeerepresentative (not including any organization more than half of whose membersare owners, officers or executives of the Employer) in the negotiation of whichretirement benefits were the subject of good faith bargaining, unless suchbargaining 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 Code Section 414(n); (c) “seconded employees” whoparticipate in any non-United States pension plan sponsored by the Company orany Affiliate; (d) individuals providing services pursuant to contractsdesignating them as independent contractors or consultants, or individualsdesignated by the Employer as independent contractors or consultants; and (e) anyother individual who is compensated, directly or indirectly, by the Employerand with respect to whom such compensation is not treated by the Employer atthe time of payment as being subject to statutorily required payroll taxwithholding, such as withholding of federal and/or state income tax and/orwithholding of the Employee’s share of Social Security tax, provided thatstatutorily required backup withholding shall not be considered to be payrolltax withholding. The foregoing exclusions from the definition of “EligibleEmployee” shall apply notwithstanding any contrary determination of employeestatus by any court or governmental agency including, but not limited to, theInternal Revenue Service or the Department of Labor.

##  

### Effective July 31,2004, an employee of the Sachtleben Company shall become an Eligible Employeeunder the Plan in accordance with this Section 1.16 and shall be eligibleto participate in the Plan in accordance with Section 2.1.

 

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###  

### Effective January 1,2005, an employee of Oakite Products, Inc. shall become an EligibleEmployee under the Plan in accordance with this Section 1.16 of the Planand shall be eligible to participate in the Plan in accordance with Section 2.1.

###  

### Effective January 1,2007, an employee of Chemetall Foote Corp. and an employee of CeramTec NorthAmerica Innovative Ceramic Engineering Corporation shall become an EligibleEmployee under the Plan in accordance with Section 1.16 of the Plan andshall be eligible to participate in the Plan in accordance with Section 2.1.

###  

## 1.17         Employee  shall mean any person in an employee-employerrelationship with the Company or an Affiliate and shall include LeasedEmployees. Notwithstanding the foregoing, if such Leased Employees do notconstitute more than 20% of the nonhighly compensated work force, within themeaning of Code Section 414(n)(5)(C)(ii), of the Company and itsAffiliates, the term “Employee” shall not include those Leased Employeescovered by a plan described in Code Section 414(n)(5).

##  

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

##  

## 1.19         Employer Contributions  shall mean any contribution to the Plan madeby the Employer and allocated to a Participant’s Account in accordance with Section 3.1.

##  

## 1.20         Employment  shall mean services performed for the Companyor an Affiliate.

##  

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

##  

## 1.22         Entry Date  shall mean the first day of every calendarmonth.

##  

## 1.23         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.

##  

## 1.24         Highly CompensatedEmployee  shall mean, with respect toany Plan Year, an Employee who performs services for the Company or anyAffiliate during the Plan Year, and:

##  

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

####  

#### (b)           hadcompensation (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 PlanYear and was in the top-paid group of employees for such preceding Plan Year.The top-paid group of employees 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.

 

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The determination of who is a Highly Compensated Employee shall be madein accordance with Code Section 414(q).

 

## 1.25         Hour of Service  shall mean service credited in accordancewith the elapsed time method under Treas. Reg §1.410(a)-7.  Accordingly, for purposes of the Employee’srights with respect to eligibility to participate, vesting and benefit accrual,the Plan shall credit the period of time which elapses while the Employee isemployed (i.e., while the employment relationship exists) with the Employer,regardless of the actual number of hours he or she completes during suchperiod. An Employee’s service shall be taken into account for purposes ofeligibility to participate and vesting as of the date he or she first performsan hour of service within the meaning of Treas. Reg. §2530.200b-2(a)(1) forthe Employer. Service shall be taken into account for the period of time fromthe date the Employee first performs such an hour of service until the date heor she severs from service with the Employer.

##  

The date an Employee severs from service shall be the earlier of thedate the Employee quits, is discharged, retires or dies, or the firstanniversary of the date the employee is absent from service for any otherreason (e.g., disability, vacation, leave of absence, layoff, etc.). If anEmployee is granted a leave of absence (and if no intervening event occurs),the Severance from Service Date shall occur one year after the date theEmployee was first absent on leave, and this one year of absence shall be takeninto account as service for the Employee. A quit, discharge, retirement ordeath within the year after the beginning of an absence for any other reasonshall result in an immediate severance from service.

 

For purposes of eligibility to participate and vesting, an Employee whohas severed from service by reason of a quit, discharge or retirement may beentitled to have a period of time of 12 months or less taken into account bythe Employer if the Employee returns to service within a certain period of timeand performs an 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 serviceshall begin on the date the Employee severs from service as a result of a quit,discharge or retirement and ends on the first anniversary of such date.However, if the Employee is absent for any other reason (e.g., layoff) and thenquits, is discharged or retires, the period of time during which the Employeemay return and receive credit shall begin on the Severance from Service Dateand end one year after the first day of absence (e.g., first day of layoff). Aseverance from service (e.g., a quit), or an absence (e.g., layoff) followed bya severance 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.

 

For purposes of benefit accrual, an Employee shall be entitled to havehis or her service taken into account from the date he or she begins toparticipate in the Plan until the Severance from Service Date. Periods ofseverance under any circumstances are not required to be taken into account.

 

#### Prior to January 1,2002, an Hour of Service was determined under the general method of creditingservice for an Employee under Treas. Reg. §2530.200b-2 (i.e., actual countingof hours of service during the applicable 12-consecutive-month computationperiod), and/or the equivalencies set forth in Treas. Reg. §2530.200b-3.Accordingly, an Employee received a year’s credit (in units of years of serviceor years of participation) for a computation period during 

 

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####  

#### which the Employee was creditedwith a specified number of hours of service. An Employee’s rights with respectto eligibility to participate, vesting and benefit accrual was determined bytotaling the number of years’ credit to which an Employee was entitled.

####  

## 1.26         Investment Fund  shall mean an investment fund, if any, inwhich the Trust may be invested pursuant to Section 12.1.

##  

## 1.27         Investment Manager  shall mean any person appointed pursuant to Section 12.4having the power to direct the investment of assets in accordance with thatSection.

##  

## 1.28         Leased Employee  shall mean, pursuant to Code Section 414(n),any person who is not a common law employee of the Company or an Affiliate andwho provides services to the Company or an Affiliate if

##  

#### (a)           Suchservices are provided pursuant to an agreement between the Company or theAffiliate and any other person (called a “leasing company”);

####  

#### (b)           Suchperson has performed such services for the Company or the Affiliate on asubstantially full-time basis for a period of at least one year; and

####  

#### (c)           Suchservices are performed under primary direction or control by the Company or theAffiliate.

####  

## 1.29         Leave of Absence  shall mean a leave granted by the Employer oran Affiliate in accordance with its standard personnel policies applied in anondiscriminatory manner to all Employees similarly situated. Leave of Absenceshall also include an unpaid leave under the Family and Medical Leave Act of1993.

##  

## 1.30         Normal Retirement Age  shall mean age 65.

##  

## 1.31         Participant  shall mean an Employee who has commenced, butnot terminated, participation in the Plan as provided in Article II.

##  

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

##  

## 1.33         Period of Service  shall mean a period beginning on an Employee’sEmployment Commencement Date and ending on the Employee’s Severance from ServiceDate.

##  

## 1.34         Period of Severance  shall mean a period beginning on an Employee’sSeverance from Service Date and ending on the date the Employee earns an Hourof Service.

##  

## 1.35         Plan  shall mean The Rockwood Specialties Inc.Money Purchase Pension Plan and any amendments thereto.

##  

## 1.36         Plan Year  shall mean the calendar year.

 

8

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##  

## 1.37         Qualified Joint andSurvivor Annuity  shall mean anAnnuity Contract purchased from an insurance company with a Participant’sdistribution amount which is payable for the life of the Participant with asurvivor annuity continuing after the Participant’s death to the Participant’sSurviving Spouse for the Surviving Spouse’s life in an amount which is equal to50% of the amount of the annuity payable to the Participant.

##  

## 1.38         QualifiedPre-Retirement Survivor Annuity shall mean an Annuity Contract purchased from an insurance company witha Participant’s vested Account Balance providing level monthly benefits for thelifetime of the Participant’s Surviving Spouse.

##  

## 1.39         Reduction in****Force shall mean the reduction of an Employer’s workforce due to a voluntaryor involuntary Termination of Employment 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.

##  

## 1.40         Severance from ServiceDate  shall mean the earlier of (a) thedate the Employee quits, retires, is discharged, or dies, or (b) the firstanniversary of the first date of a period in which an Employee is****absent for any other reason; provided**,**however, that an Employee shall notexperience a Severance from Service Date while the Employee is on lay-off orLeave of Absence if the Employee returns to Employment immediately followingthe end of the lay-off or Leave of Absence. If the Employee does not return toEmployment immediately following the end of the lay-off or Leave of Absence,such Employee shall be deemed to have had a Severance from Service Date as ofhis first day of absence due to lay-off or Leave of Absence.

##  

## 1.41         Spousal Consent  shall mean the written consent of aParticipant’s Surviving Spouse to an election or designation by the Participantunder the Plan. Such consent shall acknowledge the effect of the Participant’selection or designation, shall specify the alternate Beneficiary or form ofbenefit (if not a****generalconsent), as applicable, and shall be witnessed by either a representative ofthe Administrative 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 theParticipant. Spousal Consent shall be valid and binding only with respect to****the Spouse who gave the consent.

##  

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

##  

## 1.43         Surviving Spouse  shall mean the Spouse of a Participant on theearlier of

##  

#### (a)           thedate of the Participant’s death; or

####  

#### (b)           theParticipant’s Benefit Commencement Date.

####  

## 1.44         Termination ofEmployment  shall mean the voluntaryor involuntary severance of Employment.

 

9

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##  

## 1.45         Trust  shall mean the trust established under thePlan in which Plan assets are held.

##  

## 1.46         Trust Agreement  shall mean the agreement between the Companyand the Trustee with respect to the Trust.

##  

## 1.47         Trustee  shall mean the person appointed as trustee pursuantto Article X, and any successor trustee.

##  

## 1.48         Valuation Date  shall mean each business day or such otherdates as may be specified by the Administrative Committee.

##  

## 1.49         Vesting Service  shall mean the service credited to aParticipant under Section 5.2 for purposes of determining the Participant’svested percentage in his or her Account.

##  

## 1.50         Year of Service  shall mean, in determining service to betaken into account for purposes of eligibility to participate, vesting andbenefit 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.

 

10

----

 

**ARTICLE II**

# ** **

# **PARTICIPATION**

 

## 2.1           Admission as aParticipant

##  

### 2.1.1        Each Eligible Employee whowas a Participant in the Plan immediately prior to the Effective Date shall bea Participant in the Plan as of the Effective Date.

###  

### 2.1.2        (a) each EligibleEmployee not eligible to become a Participant under Section 2.1.1 above,shall become a Participant in the Plan on the Entry Date coinciding with ornext following such Eligible Employee’s completion of a Period of Service of atleast one month, provided he or she is an Eligible Employee on such date.  This paragraph shall be interpreted inaccordance with the elapsed time method set forth in Treas. Reg. §1.410(a)-7.

###  

#### (b)           EffectiveJuly 31, 2004, an Eligible Employee who is an employee of the SachtlebenCompany shall be credited with his or her prior service with the SachtlebenCompany for eligibility purposes under the Plan.

####  

#### (c)           EffectiveJanuary 1, 2005, an Eligible Employee who is an employee of OakiteProducts, Inc. shall be credited with his or her prior service with OakiteProducts, Inc. for eligibility purposes under the Plan.

####  

#### (d)           EffectiveJanuary 1, 2007, an Eligible Employee who is an employee of ChemetallFoote Corp. and CeramTec North America Innovative Ceramic EngineeringCorporation, shall be credited with his or her prior service with saidcompanies for eligibility purposes under the Plan.

####  

### 2.1.3        Notwithstanding Section 2.1.2above, the Employer may, in its discretion, provide an earlier Entry Date orgrant past service credit for eligibility purposes to individuals who becomeEmployees through an acquisition of assets or an entity by the Company orAffiliate or through a merger or consolidation of an entity with or into theCompany or an Affiliate or any other similar transaction; provided, however, thatany such provision shall be subject to the nondiscrimination requirements ofCode Section 401(a)(4).

###  

### 2.1.4        An Eligible Employee whohas attained his or her Normal Retirement Age and who continues as an EligibleEmployee shall continue to be eligible to actively participate in the Planuntil his or her actual retirement. Participation shall terminate as provided in Section 2.3.

###  

## 2.2           Rehired Employees

##  

### 2.2.1        An Employee who has aTermination of Employment before earning a vested interest in his or her AccountBalance and who again becomes an Employee shall lose credit for his or herPeriods of Service prior to such Termination of Employment if his or her Periodof Severance equals or exceeds the greater of five years or his or her Periodsof Service 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.

 

11

----

###  

### 2.2.2        If a Participant who has aTermination of Employment again becomes an Eligible Employee and his or herprior Years of Service (or Periods of Service) are not disregarded under Section 2.2.1,then he or she shall again become a Participant in the Plan as of the firstdate on which he or she again becomes an Eligible Employee.

###  

### 2.2.3        A former Employee orParticipant who has a Termination of Employment and whose prior Years ofService (or Periods of Service) are disregarded under Section 2.2.1 shallbe treated as a new Employee.

###  

### 2.2.4        A former Employee who hasa Termination of Employment and subsequently performs an Hour of Service within12 months of his or her Severance from Service Date, such Employee’s Period ofSeverance shall instead be included as part of his or her Period of Service forpurposes of participation and vesting. This Section 2.2.4 shall beinterpreted in accordance with the service spanning rules of the elapsedtime method, as set forth in Treas. Reg. §4.10(a)-7.

###  

## 2.3           Termination ofParticipation

##  

An individual shall cease to be a Participant on the earliest of

 

#### (a)           paymentto him or her or on his or her behalf of all vested benefits due to him or herunder the Plan at a time when he or she is no longer eligible for any futurecontributions;

####  

#### (b)           hisor her Termination of Employment when he or she has no vested interest in hisor her Account; or

####  

#### (c)           hisor her death.

 

12

----

 

# **ARTICLE III**

# ** **

# **CONTRIBUTIONS**

 

## 3.1           EmployerContributions

##  

### 3.1.1        Subject to the limitationsof Sections 3.5 and 3.6, for each Plan Year, an Employer shall make an EmployerContribution (in an amount determined under Section 3.1.2) on behalf ofeach of Participant who was employed by it during the Plan Year and who:

###  

#### (a)           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;

####  

#### (b)           ison a Leave of Absence on the last day of the Plan Year, provided theParticipant was employed in “eligible employment” immediately prior to suchLeave of Absence;

####  

#### (c)           diedor became Disabled during the Plan Year at a time when he or she was employedin “eligible employment;” or

####  

#### (d)           terminatedEmployment during the Plan Year on or after attainment of Normal Retirement Ageat a time when he or she was employed in “eligible employment;”

####  

#### (e)           effectiveas of January 1, 2007, is employed in “eligible employment” (as definedbelow) on the last day of the Plan Year and is credited with a Period ofService of at least one month during such Plan Year.

####  

For purposes of this Section 3.1.1, “eligible employment” shallmean employment as an Eligible Employee or employment with an Affiliate that isnot an Employer in a position under which the Employee would be an EligibleEmployee if the Affiliate were an Employer.

 

### 3.1.2        The amount of the EmployerContribution made on behalf of any Participant who is eligible to receive anallocation shall be 3% of such Participant’s Compensation received from theEmployer for that portion of the Plan Year during which he or she was aParticipant.

###  

## 3.2           ParticipantContributions

##  

No Participant contributions shall be required or permitted under thePlan.

 

## 3.3           Timing ofContributions

##  

The Employer shall transfer Employer Contributions to the Trustee nolater than the last day prescribed by law for the filing of the Employer’sfederal income tax return (including extensions thereof) for the taxable yearof the Employer which includes the last day of the Plan Year for which suchcontributions were made.

 

13

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##  

## 3.4           Forfeitures

##  

Any forfeitures arising under the Plan shall be applied to reduceEmployer Contributions.

 

## 3.5           Limitation onAllocations

##  

### 3.5.1        As used in this Section 3.5and in Section 3.6, each of the following terms shall have the meaning forthat term set forth in this Section 3.5.1:

###  

#### (a)           AnnualAdditions means, for each Participant, the sum of the following amountscredited to the Participant’s Account for the Limitation Year under this Planor another Defined Contribution Plan maintained by an Employer:

####  

##### (i)            Employer or Affiliatecontributions;

#####  

##### (ii)           Employee contributions;

#####  

##### (iii)          forfeitures;

#####  

##### (iv)          amounts described inCode Sections 415(1)(1) and 419A(d)(2); and

#####  

##### (v)           allocations under asimplified employee pension.

#####  

Amounts attributable to rollover contributions or trust to trusttransfers shall not be Annual Additions.

 

#### (b)           DefinedBenefit Fraction means, for any Participant, the fraction (determined as ofthe last day of the Limitation Year) which shall have a numerator equal to theProjected Annual Benefit of the Participant under all Defined Benefit Plans anda denominator equal to the lesser of:

####  

##### (i)            1.25 multiplied by thedollar limitation in effect under Code Section 415(b)(1)(A) for suchLimitation Year; or

#####  

##### (ii)           1.4 multiplied by 100%of the Participant’s average Limitation Compensation for his or her high threeyears.

#####  

#### (c)           DefinedContribution Dollar Limitation means $30,000, as adjusted pursuant to Code Section 415(d).Effective for Limitation Years beginning after December 31, 2001, DefinedContribution Dollar Limitation means $40,000, as adjusted for increases in thecost-of-living under Section 415(d) of the Code.

####  

#### (d)           DefinedContribution Fraction means, for any Participant, the fraction (determinedas of the last day of the Limitation Year) which shall have a numerator equalto the sum of the Participant’s Annual Additions and a denominator equal to thesum of the lesser of the following amounts determined for such Limitation Yearand for each prior Limitation Year for which the Participant was credited witha Year of Service:

 

14

----

#####  

##### (i)            1.25 multiplied by thedollar limitation in effect under Code Section 415(c)(1)(A) for suchLimitation Year.

#####  

##### (ii)           35% of the Participant’sLimitation Compensation for such Limitation Year.

#####  

#### (e)           ExcessAmount means the excess of the Participant’s Annual Additions for theLimitation Year involved over the Maximum Permissible Amount for thatLimitation Year.

####  

#### (f)            LimitationCompensation means an Employee’s compensation as determined pursuant toCode Section 415(c)(3). Limitation Compensation shall be subject to theadjusted dollar limitation under Code Section 401(a)(17). Effective forPlan Years beginning after December 31, 2001, Limitation Compensation fora Participant for a Plan Year shall not exceed $200,000, as adjusted.

####  

#### (g)           LimitationYear means each 12-consecutive month period ending on the same last day asthe Plan Year.

####  

#### (h)           MaximumPermissible Amount means, for a Limitation Year and with respect to anyParticipant, the lesser of (i) the Defined Contribution Dollar Limitation,or (ii) 25% of the Participant’s Limitation Compensation for theLimitation Year (or 100% of the Participant’s Limitation Compensation for the LimitationYear, effective for Limitation Years beginning after December 31, 2001);provided, however, that the percentage of Limitation Compensation limit shallnot apply to (A) any contribution for medical benefits (within the meaningof Code Section 419A(d)(2)) after Termination of Employment which isotherwise treated as an Annual Addition, or (B) an amount otherwisetreated as an Annual Addition under Code Section 415(1)(1).

####  

#### (i)            ProjectedAnnual Benefit means the Participant’s annual benefit under a DefinedBenefit Plan payable in the form of a straight life annuity computed on theassumptions that the Participant will remain employed until Normal RetirementAge (or his or her current age, if later) and that his or her LimitationCompensation will remain at its current level until that time.

####  

### 3.5.2        The amount of AnnualAdditions which may be credited to the Participant’s Accounts for anyLimitation Year shall not exceed the Maximum Permissible Amount. If theEmployer contribution that would otherwise be made or allocated to theParticipant’s Account would cause the Annual Additions on behalf of theParticipant for the Limitation Year to exceed the Maximum Permissible Amountwith respect to that Participant for the Limitation Year, the amount to becontributed or allocated will be reduced so that the Annual Additions on behalfof the Participant for the Limitation Year will equal such Maximum PermissibleAmount.

###  

#### (a)           Priorto determining the Participant’s actual Limitation Compensation for aLimitation Year, the Administrative Committee may determine the MaximumPermissible Amount for the Participant for the Limitation Year on the basis ofa reasonable estimation of the Participant’s Limitation Compensation for thatLimitation Year. Such estimated Limitation Compensation shall be uniformlydetermined for all Participants similarly situated.

 

15

----

####  

#### (b)                                 Assoon as is administratively feasible after the end of a Limitation Year, theMaximum Permissible Amount for the Limitation Year will be determined on thebasis of the Participant’s actual Limitation Compensation for the LimitationYear.

####  

#### (c)                                  Ifa Participant is credited with an Annual Addition under any other DefinedContribution Plan maintained by the Company or an Affiliate, before any AnnualAddition is reduced under this Plan, Annual Additions to such other DefinedContribution Plan shall be reduced to bring all such Plans into conformity withCode Section 415(c).

####  

#### (d)                                 If,as a result of the allocation of forfeitures, a reasonable error in estimatinga Participant’s annual Limitation Compensation, a reasonable error indetermining the amount of elective deferrals that may be made with respect toany Participant under the limits of Code Section 415, or under otherlimited facts and circumstances that the Commissioner of Internal Revenue findsjustify the availability of the rules set forth in this Section 3.5.2(d),the Annual Additions under the Plan for a particular Participant would causethe limitations of Code Section 415 to be exceeded, then -

####  

##### (i)            The Excess Amount inthe Participant’s Account will be used to reduce Employer Contributions for suchParticipant in the next Limitation Year, and each succeeding Limitation Year ifnecessary.

#####  

##### (ii)           If, after theapplication of subparagraph (i), an Excess Amount still exists and theParticipant is not covered by the Plan at the end of a Limitation Year, theExcess Amount will be held unallocated in a suspense account and applied toreduce Employer Contributions for all remaining Participants in the nextLimitation Year, and each succeeding Limitation Year if necessary.

#####  

If a suspense account is in existence at any time during a particularLimitation Year, all amounts in the suspense account must be allocated andreallocated to Participants’ Accounts before any Employer contributions may bemade to the Plan for that Limitation Year.

 

## 3.6                                 [Reserved]

##  

## 3.7                                 Returnof Employer Contributions Under Special Circumstances

##  

Notwithstanding any provision of this Plan to the contrary, upon timelywritten demand by an Employer to the Trustee:

 

#### (a)           Anycontribution made by the Employer under a mistake of fact shall be returned tothe Employer by the Trustee within one year after the payment of thecontribution.

####  

#### (b)           Anycontribution made by the Employer shall be returned to the Employer within oneyear after a current deduction for the contribution under Code Section 404is disallowed by the Internal Revenue Service, but only to the extentdisallowed.

####  

#### (c)           Anycontribution made by the Employer shall be returned to the Employer by theTrustee within one year after notification from the Internal Revenue Servicefollowing a timely application for determination as to initial qualificationthat the Plan is not a qualified plan.

 

16

----

 

Contributions returned to the Employer under (a) or (b) aboveshall be net of any investment losses but shall not include any earningsthereon.

 

## 3.8                                 ContributionsConditioned on Deductibility

##  

All contributions made under the Plan are made on the condition thatthey are currently deductible under Code Section 404; provided, however,that no contributions shall be returned to the Employer except as provided in Section 3.7.

 

17

----

 

# **ARTICLE IV**

 

# **ACCOUNTS, INVESTMENTS AND ALLOCATIONS**

 

## 4.1                                 Establishmentof Participant Accounts

##  

The Administrative Committee shall establish and maintain an Account inthe name of each Participant. The Administrative Committee shall credit orcause to be credited all Employer Contributions allocable to the Participant,and any earnings, losses and expenses attributable thereto, to the Participant’sAccount.

 

The maintenance of separate Accounts under this Section 4.1 is foraccounting purposes only, and a physical segregation of assets of the Trust toeach separate Account shall not be required. Any distribution to a Participantor Beneficiary shall be charged to the Participant’s Account in accordance withprocedures established by the Administrative Committee.

 

## 4.2                                 Investmentof Funds

##  

If Investment Funds are established pursuant to Section 12.1, thenthe contributions and Account Balance of a Participant or the Account Balanceof a Beneficiary of a deceased Participant shall be invested among theInvestment Funds as directed by the Participant or Beneficiary in accordancewith and subject to Section 12.1.2. Investment directions by a Participantor Beneficiary may be made or changed on 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 an Investment Fundor Funds specified by the Administrative Committee.

 

## 4.3                                 Allocationof Earnings to Accounts

##  

All earnings or income received on any investment credited to aParticipant’s or Beneficiary’s Account under the Plan shall be reinvested insuch investment.

 

## 4.4                                 AllocationReport

##  

The Administrative Committee shall deliver to each Participant andBeneficiary of a deceased Participant, at least annually, a statement for theAccount of such Participant or Beneficiary which shows the activity since theprior statement date and the market value of the Account as of the currentstatement date and any other information deemed appropriate by theAdministrative Committee.

 

## 4.5                                 AllocationCorrections

##  

Any error or omission in the statement provided pursuant to Section 4.4shall be corrected as necessary to remedy such error or omission.

 

18

----

 

# **ARTICLE V**

 

# **VESTING AND TOP-HEAVY PROVISIONS**

 

## 5.1                                 Determinationof Vesting

##  

### 5.1.1                        AParticipant who has a Termination of Employment either because of his or herdeath 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.

###  

### 5.1.2                        EffectiveJanuary 1, 2007, a Participant shall be fully vested at all times in hisor her Account; provided, however, the vested percentage of a Participant inhis or her Account prior to July 31, 2004 shall be determined inaccordance with the following schedule:

###  

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

 

Effective July 31, 2004, an employee of the Sachtleben Company whois a Participant under the Plan shall be credited with his or her prior servicewith the Sachtleben Company for purposes of this Section 5.1.2 and Article V.  Notwithstanding the Vesting Schedule listedabove, effective July 31, 2004, a Participant shall be fully vested at alltimes in his or her Account. Effective January 1, 2005, an employee ofOakite Products, Inc. who is a Participant under the Plan shall becredited with his or her prior service with Oakite Products, Inc. forpurposes of this Section 5.1.2 and Article V. Notwithstanding theVesting Schedule listed above, effective January 1, 2005, a Participantshall be fully vested at all times in his or her Account.  Effective January 1, 2007, an employeeof Chemetall Foote Corp. and CeramTec North America Innovative CeramicEngineering Corporation who is a Participant under the Plan shall be creditedwith his or her prior service with said companies for purposes of this Section 5.1.2and Article V notwithstanding.

 

### 5.1.3                        Notwithstandingthe foregoing, any Participant 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. Effective as of March 1, 2002, this Section 5.1.3shall apply only to Participants with 3 or more years of Vesting Service on March 1,2002.

###  

## 5.2                                 Rules forCrediting Vesting Service

##  

### 5.2.1                        AParticipant’s Vesting Service shall equal the sum of paragraphs (a) and (b) below:

###  

#### (a)           Subjectto the limitations set forth in Sections 5.2.2 and 5.2.3, a Participant shallearn a year of Vesting Service for each one year Period of Service he or shecompletes. For 

 

19

----

####  

#### 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.

####  

#### (b)           Inaddition, the Company may, in its discretion, grant past service credit forVesting Service to individuals who become Employees through an acquisition ofassets or an entity by the Company or an Affiliate or through a merger orconsolidation of an entity with or into the Company or an Affiliate or anyother similar transaction; provided, however, that any such provision shall besubject to the nondiscrimination requirements of Code Section 401 (a)(4).

####  

### 5.2.2                        AParticipant who has no vested percentage in his or her Account Balance and whohas a Termination of Employment shall, if he or she again becomes an Employee,receive no credit for his or her Vesting Service prior to such Termination ofEmployment if his or her Period of Severance equals or exceeds the greater offive years or his or her Period of Service prior to such Termination ofEmployment. This paragraph shall be interpreted in accordance with the elapsedtime method set forth in Treas. Reg. §1.410(a)-7.

###  

### 5.2.3                        Ifa Participant who is less than 100% vested in his or her Account Balance has aTermination of Employment and incurs a Period of Severance of at least fiveconsecutive years, then his or her Period of Service after such Period ofSeverance shall be disregarded for purposes of vesting in his or her AccountBalance which accrued before such Period of Severance This paragraph shall beinterpreted in accordance with the elapsed time method set forth in Treas. Reg.§1.410(a)-7.

###  

## 5.3                                 Rules forCrediting; Service Upon Termination of Employment

##  

5.3,1 If a Participant who is less than 100% vested in his or herAccount Balance terminates Employment and receives a complete distribution ofhis or her vested Account Balance (or, under Section 6.1.2, is deemed tohave received a complete distribution), then the nonvested portion of his orher Account Balance shall be treated as a forfeiture.

 

### 5.3.1                        Inthe event a Participant forfeited any portion of his or her Account in accordancewith Section 5.3.1 and again becomes an Eligible Employee prior toincurring a Period of Severance equaling at least five consecutive years, thenonvested portion of his or her Account shall be restored to its value as ofthe date of distribution (or deemed distribution). If the Participant receiveda distribution, his or her vested portion shall not be less than an amount (“X”)determined by the formula: X = P(AB + D) - D. For purposes of applying theformula: P is the vested percentage at the relevant time; AB is the AccountBalance at the relevant time; D is the amount of the distribution; and the “relevanttime” is any time prior to the time at which, under the Plan the vestedpercentage in the account cannot increase. The restored amount shall be derivedfrom amounts forfeited during the Plan Year through such Valuation Date and, ifsuch forfeitures are not sufficient, from a contribution by the Employer.

 

20

----

##  

## 5.4                                 Top-HeavyProvisions

##  

### 5.4.1                        Asused in this Section 5.4, each of the following terms shall have themeanings for that term set forth in this Section 5.4.1:

###  

#### (a)                                  DeterminationDate means, for any Plan Year subsequent to the first Plan Year, the lastday of the preceding Plan Year, and for the first Plan Year of the Plan, thelast day of such Plan Year.

####  

#### (b)                                 DeterminationPeriod means the Plan Year containing the Determination Date and the fourpreceding Plan Years. Notwithstanding the foregoing, effective for Plan Yearsbeginning after December 31, 2001, Determination Period means the PlanYear containing the Determination Date.

####  

#### (c)                                  KeyEmployee means any Employee or former Employee (and the beneficiaries ofsuch Employee) who, at any time during the “Determination Period,” was:

####  

##### (i)            an officer of theCompany or an Affiliate having an annual Limitation Compensation greater than50% of the Defined Benefit Dollar Limitation for any Plan Year within theDetermination Period or, effective for Plan Years beginning after December 31,2001, an officer of the Company or an Affiliate having an annual LimitationCompensation greater than $130,000 (as adjusted under Code Section 416(i)(1)(A));

#####  

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

#####  

##### (iii)          a “1 % owner” (asdefined in Code Section 416(i)) of a Company or an Affiliate who has anannual Limitation Compensation in excess of $150,000.

#####  

#### (d)                                 LimitationCompensation means an amount determined in accordance with Section 3.5.1(f).

####  

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

####  

#### (f)                                    PermissiveAggregation Group means the Required Aggregation Group of plans plus anyother plan or plans of the Company or an Affiliate which, when considered as agroup with the Required Aggregation Group, would continue to satisfy therequirements of Code Section 401(a)(4) and Code Section 410.

####  

#### (g)                                 RequiredAggregation Group means (i) each Qualified Plan of the Company or anAffiliate in which at least one Key Employee participates, and (ii) anyother Qualified Plan of the Company or an Affiliate which enables a plandescribed in (i) to meet the requirements of Code Section 401(a)(4) andCode Section 410.

####  

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

 

21

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####  

#### (i)                                     Top-HeavyPlan means, for any Plan Year, the Plan if any of the following conditionsexists:

####  

##### (i)            If the Top-Heavy Ratiofor the Plan exceeds 60% and the Plan is not part of any Required AggregationGroup or Permissive Aggregation Group of plans.

#####  

##### (ii)           If the Plan is a partof a Required Aggregation Group of plans but not part of a PermissiveAggregation Group and the Top-Heavy Ratio for the Required Aggregation Group ofplans exceeds 60%.

#####  

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

#####  

Solely for the purposes of determining whether the Plan or any otherplan included in an aggregation group is a Top-Heavy Plan, the accrued benefitof a Non-Key Employee shall be determined (a) under the method, if any,that uniformly applies foil accrual purposes under all plans maintained by theCompany and any Affiliate, or (b) if there is no such method, as if suchbenefit accrued not more rapidly than the slowest accrual rate permitted underthe fractional accrual rate set forth in Code Section 411(b)(1)(C).

 

#### (j)                                     Top-HeavyRatio means, for the Plan alone, or for the Required or PermissiveAggregation Group as appropriate, either (i) or (ii) or (iii) below:

####  

##### (i)            If the Company or anyAffiliate maintains one or more Defined Contribution Plans (including any “simplifiedemployee pension” within the meaning of Code Section 408(k)) and theCompany or any Affiliate has never maintained any Defined Benefit Plan which,during the one year period ending on the Determination Date, has or has hadaccrued benefits, the Top-Heavy Ratio is a fraction, the numerator of which isthe sum of the account balances of all Key Employees as of the DeterminationDate, and the denominator of which is the sum of all account balances, in eachcase computed in accordance with Code Section 416; provided, however, thatthe numerator and denominator of the Top-Heavy Ratio shall be adjusted toreflect any contribution not actually made as of the Determination Date, butwhich is required to be taken into account on that date under Code Section 416;and further provided, however, that the numerator and denominator of theTop-Heavy Ratio shall include any part of any account balance distributedwithin the one year period ending on the Determination Date due to severancefrom employment, separation from service, death, or disability, and shall also includeany part of any account balance distributed for any other reason within thefive year period ending on the Determination Date.

#####  

##### (ii)           If the Company or anyAffiliate maintains one or more Defined Contribution Plans (including any “simplifiedemployee pension” within the meaning of Code Section 408(k)) and theCompany or any Affiliate maintains or has maintained one or more DefinedBenefit Plans which, during the one year period ending on the DeterminationDate, has or has had any accrued benefits, the Top-Heavy Ratio is a fraction,the numerator of which is the sum of the account balances under the aggregated 

 

22

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#####  

##### Defined Contribution Plans forall 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 ofdetermining the Top-Heavy Ratio, the value of account balances will bedetermined as of the most recent Top-Heavy Valuation Date that falls within orends with the twelve (12) month period ending on the Determination Date, exceptas provided in Code Section 416 for the first and second plan years of aDefined Benefit Plan. The account balances of any Participant who (a) is aNon-Key Employee, but who was a Key Employee in a prior year, or (b) hasnot performed an Hour of Service with the Company or any Affiliate at any timeduring the one year period ending on the Determination Date, will bedisregarded. The calculation of the Top-Heavy Ratio, and the extent to whichdistributions, rollovers and transfers are taken into account will be made inaccordance with Code Section 416. When aggregating plans, the value ofaccount balances will be calculated with reference to the Determination Datesthat fall within the same calendar year.

#####  

#### (k)                                  Top-HeavyValuation Date means the date as of which account balances, or accruedbenefits, are valued to calculate the Top-Heavy Ratio.

####  

### 5.4.2                        Ifthe Plan is determined to be a Top-Heavy Plan as of any Determination Date,then notwithstanding any Plan provision to the contrary, it shall be subject tothe rules set forth in the balance of this Section 5.4, beginningwith the first Plan Year commencing after such Determination Date.

###  

### 5.4.3                        (a)           Except as provided in Section 5.4.3(b),and except to the extent any other Defined Contribution Plan or Defined BenefitPlan provides such minimum benefit to the Participant, for any Plan Year inwhich the Plan is a Top-Heavy Plan, contributions and forfeitures allocated tothe Employer Account of any Participant who is a Non-Key Employee (whether ornot such Participant has completed 1,000 Hours of Service in that Plan Year) inrespect of that Plan Year shall not be less than the smaller of:

###  

##### (i)            3% of such Participant’sLimitation Compensation, or

#####  

##### (ii)           the largest percentageof contributions and forfeitures, as a percentage of the Key Employee’sCompensation, allocated to the Account of any Key Employee for that year.

 

23

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####  

#### (b)           Theprovision in (a) above shall not apply to any Participant who was notemployed by the Company or an Affiliate on the last day of the Plan Year.

####  

### 5.4.4                        Inthe event that any provision of this Section 5.4 is no longer required toqualify the Plan under the Code, then such provision shall thereupon be voidwithout the necessity of further amendment of the Plan.

 

24

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# **ARTICLE VI**

 

# **AMOUNT AND PAYMENT OF BENEFITS TO PARTICIPANTS,**

 

## 6.1                                 Terminationof Employment

##  

### 6.1.1                        Upona termination of Employment, a Participant shall be entitled to receive thevested portion of his or her Account Balance, determined as of the ValuationDate next following his or her Benefit Commencement Date, as determined under Section 6.1.2.

###  

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

###  

#### (b)           AParticipant who terminates Employment prior to his or her Normal RetirementDate may make a written election (with Spousal Consent, if married) to receivehis or her vested Account Balance as of a date prior to his or her NormalRetirement Date, provided such election is made during the 90-day periodpreceding his Benefit Commencement Date. The Administrative Committee shall notify the Participant (and theParticipant’s Spouse, if any) of the right to any distribution until theParticipant’s Required Distribution Date. Such notification shall include ageneral description of the material features of the optional forms of benefitunder the Plan in a manner which would satisfy the notice requirements ofTreasury Regulations Section 1.411(a)-l1. Such notice shall be provided noless than 30 days and no more than 90 days prior to the Benefit CommencementDate. 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.

####  

#### (c)           Notwithstanding(b) above, if a Participant’s vested Account Balance does not exceed$1,000, the Participant’s vested Account Balance under this Plan shall be paidto him or her in a lump sum distribution as soon as practicable following hisor her Termination of Employment. For this purpose, if a Participant does nothave a vested interest in his or her Account (and thus is not entitled to anydistribution from such Account), the Participant shall be deemed to havereceived a complete distribution of his or her interest in such Account upontermination of Employment.

####  

### 6.1.3                        Unlessthe Participant otherwise elects, in no event shall he or she begin to receivea benefit later than the sixtieth day after the close of the Plan Year in whichthe latest of the following events occurs:

###  

#### (a)           thedate the Participant attains his or her Normal Retirement Age;

####  

#### (b)           theParticipant’s Termination of Employment; or

####  

#### (c)           the10th anniversary of the year in which the Participant commenced participationin the Plan.

 

25

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Notwithstanding the foregoing, a Participant who terminates employmentmay elect to defer receipt of his or her benefit until his or her RequiredBeginning Date.

 

## 6.2           Age 70-1/2Distributions

##  

Distribution of a Participant’s vested Account Balance shall be subjectto the requirements of this Section 6.2 and Section 8.3 and shall bemade in accordance with Code Section 401(a)(9) and the regulationsthereunder. With respect to distributions under the Plan made for calendaryears beginning on or after January 1, 2002, Section 6.4 shall applythe minimum distribution requirements of Code Section 401(a)(9).

 

## 6.3           No In-ServiceWithdrawals or Loans

##  

There shall be no distributions to Participants prior to Termination ofEmployment, except as provided in Section 6.2 above, and there shall be noloans to Participants or beneficiaries.

 

## 6.4           Minimum RequiredDistributions

##  

### 6.4.1        General Requirements

###  

#### (a)           EffectiveDate.  The provisions of this Section willapply for purposes of determining required minimum distributions for calendaryears beginning with the 2002 calendar year.

####  

#### (b)           Coordinationwith Minimum Distribution Requirements Previously in Effect.  The required minimum distributions for 2002under this Section will be determined as follows.  If the total amount of 2002 required minimumdistributions under the Plan made to the distributee prior to the effectivedate of this Section equals or exceeds the required minimum distributionsdetermined under this Section, then no additional distributions will berequired to be made for 2002 on or after such date to the distribute.  If the total amount of 2002 required minimumdistributions under the Plan made to the distribute prior to the effective dateof this Section is less than the amount determined under this Section,then required minimum distributions for 2002 on and after such date will bedetermined so that the total amount of required minimum distributions for 2002made to the distribute will be the amount determined under this Section.

####  

#### (c)           Precedence.  The requirements of this Section willtake precedence over any inconsistent provisions of the Plan.

####  

#### (d)           Requirementsof Treasury Regulations Incorporated. All distributions required under this Section will be determinedand made in accordance with the Treasury regulations under Code Section 401(a)(9).

####  

### 6.4.2        Time and Manner ofDistribution

###  

#### (a)           RequiredBeginning Date.  The Participant’sentire interest will be distributed, or begin to be distributed, to theParticipant no later than the Participant’s required beginning date.

 

26

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####  

#### (b)           Deathof Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’sentire interest will be distributed, or begin to be distributed, no later thanas follows:

####  

##### (i)            If the Participant’sSurviving Spouse is the Participant’s sole designated beneficiary, then, exceptas provided in Article VIII, distributions to the Surviving Spouse willbegin by December 31 of the calendar year immediately following thecalendar year in which the Participant died, or by December 31 of thecalendar year in which the Participant would have attained age 70-1/2, iflater.

#####  

##### (ii)           If the Participant’sSurviving Spouse is not the Participant’s sole designated beneficiary, then,except as provided in Article VIII, distributions to the designatedbeneficiary will begin by December 31 of the calendar year immediatelyfollowing the calendar year in which the Participant died.

#####  

##### (iii)          If there is nodesignated beneficiary as of September 30 of the year following the yearof the Participant’s death, the Participant’s entire interest will bedistributed by December 31 of the calendar year containing the fifthanniversary of the Participant’s death.

#####  

##### (iv)          If the Participant’sSurviving Spouse is the Participant’s sole designated beneficiary and theSurviving Spouse dies after the Participant but before distributions to theSurviving Spouse begin, this subsection 6.4.2(b), other than subsection6.4.2(b)(i), will apply as if the Surviving Spouse were the Participant.

#####  

For purposes ofthis subsection 6.4.2(b) and subsection 6.4.4, unless subsection 6.4.2(b)(iv) applies,distributions are considered to begin on the Participant’s required beginningdate.  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)           Formsof Distribution.  Unless theParticipant’s interest is distributed in the form of an annuity purchased froman insurance company or in a single sum on or before the required beginningdate, as of the first distribution calendar year distributions will be made inaccordance with subsections 6.4.2(b)(i) and 6.4.4 of this Section.  If the Participant’s interest is distributedin the form of an annuity purchased from an insurance company, distributionsthereunder will be made in accordance with the requirements of Code Section 401(a)(9) andthe Treasury regulations.

 

27

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### 6.4.3        Required MinimumDistributions During Participant’s Lifetime

###  

#### (a)           Amountof Required Minimum Distribution for Each Distribution Calendar Year.  During the Participant’s lifetime, theminimum amount that will be distributed for each distribution calendar year isthe lesser of:

####  

##### (i)            the quotient obtainedby dividing the Participant’s account balance by the distribution period in theUniform Lifetime Table set forth in Treas. Reg. §1.401(a)(9)-9, using theParticipant’s age as of the Participant’s birthday in the distribution calendaryear; or

#####  

##### (ii)           if the Participant’ssole designated beneficiary for the distribution calendar year is theParticipant’s Spouse, the quotient obtained by dividing the Participant’saccount balance by the number in the Joint and Last Survivor Table Treas. Reg.§1.401(a)(9)-9, using the Participant’s and Spouse’s attained ages as of theParticipant’s and Spouse’s birthdays in the distribution calendar year.

#####  

#### (b)           LifetimeRequired Minimum Distributions Continue Through Year of Participant’s Death.  Required minimum distributions will bedetermined under this subsection 6.4.3 beginning with the first distributioncalendar year and up to and including the distribution calendar year thatincludes the Participant’s date of death.

####  

### 6.4.4        Required MinimumDistributions After Participant’s Death

###  

#### (a)           DeathOn or After Date Distributions Begin

####  

##### (i)            ParticipantSurvived by Designated Beneficiary. If the Participant dies on or after the date distributions begin andthere is a designated beneficiary, the minimum amount that will be distributedfor each distribution calendar year after the year of the Participant’s deathis the quotient obtained by dividing the Participant’s account balance by thelonger of the remaining life expectancy of the Participant or the remaininglife expectancy of the Participant’s designated beneficiary, determined asfollows:

#####  

###### (A)          The Participant’sremaining life expectancy is calculated under the age of the Participant in theyear of death, reduced by one for each subsequent year.

######  

(B)           If the Participant’sSurviving Spouse is the Participant’s sole designated beneficiary, theremaining life expectancy of the Surviving Spouse is calculated for eachdistribution calendar year after the year of the Participant’s death using theSurviving Spouse’s age as of the Spouse’s birthday in that year.  For distribution calendar years after theyear of the Surviving Spouse’s death, the remaining life expectancy of theSurviving Spouse is calculated using the age of the Surviving Spouse as of theSpouse’s birthday in the calendar year of the Spouse’s death, reduced by one foreach subsequent calendar year.

 

28

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(C)           If the Participant’sSurviving Spouse is not the Participant’s sole designated beneficiary, thedesignated beneficiary’s remaining life expectancy is calculated using the ageof the beneficiary in the year following the year of the Participant’s death,reduced by one for each subsequent year.

 

##### (ii)           No DesignatedBeneficiary.  If the Participant dieson or after the date distributions begin and there is no designated beneficiaryas of September 30 of the year after the year of the Participant’s death,the minimum amount that will be distributed for each distribution calendar yearafter year of the Participant’s death is the quotient obtained by dividing theParticipant’s account balance by the Participant’s remaining life expectancycalculated using the age of the Participant in the year of death, reduced byone for each subsequent year.

#####  

#### (b)           DeathBefore Date Distributions Begin.

####  

##### (i)            ParticipantSurvived by Designated Beneficiary. Except as provided in Article VIII, if the Participant dies beforethe date distributions begin and there is a designated beneficiary, the minimumamount that will be distributed for each distribution calendar year after theyear of the Participant’s death is the quotient obtained by dividing theParticipant’s account balance by the remaining life expectancy of theParticipant’s designated beneficiary, determined as provided in subsection6.4.4(a).

#####  

##### (ii)           No DesignatedBeneficiary.  If the Participant diesbefore the date distributions begin and there is no designated beneficiary asof September 30 of the year following the year of the Participant’s death,distribution of the Participant’s entire interest will be completed by December 31of the calendar year containing the fifth anniversary of the Participant’sdeath.

#####  

##### (iii)          Death of SurvivingSpouse Before Distributions to Surviving Spouse Are Required to Begin.  If the Participant dies before the datedistributions begin, the Participant’s Surviving Spouse is the Participant’ssole designated beneficiary, and the Surviving Spouse dies before distributionsare required to begin to the Surviving Spouse under subsection 6.4.2(b)(i),this subsection 6.4.4(b) will apply as if the Surviving Spouse were theParticipant.

#####  

### 6.4.5        Definitions

###  

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

 

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

####  

#### (b)           Distributioncalendar year.  A calendar year forwhich a minimum distribution is required. For distributions beginning before the Participant’s death, the firstdistribution calendar year is the calendar year immediately preceding thecalendar year which contains the Participant’s required beginning date.  For distributions beginning after theParticipant’s death, 

 

29

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####  

#### the firstdistribution calendar year is the calendar year in which distributions arerequired to begin under subsection 6.4.2(b). The required minimum distribution for the Participant’s firstdistribution calendar year will be made on or before the Participant’s requiredbeginning date.  The required minimumdistribution for other distribution calendar years, including the requiredminimum distribution for the distribution calendar year in which theParticipant’s required beginning date occurs, will be made on or before December 31of that distribution calendar year.

####  

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

####  

#### (d)           Participant’saccount balance.  The account balanceas of the last valuation date in the calendar year immediately preceding thedistribution calendar year (valuation calendar year) increased by the amount ofany contributions made and allocated or forfeitures allocated to the accountbalance as of dates in the valuation calendar year after the valuation date anddecreased by distributions made in the valuation calendar year after thevaluation date.  The account balance forthe valuation calendar year includes any amounts rolled over or transferred tothe Plan either in the valuation calendar year or in the distribution calendaryear if distributed or transferred in the valuation calendar year.

####  

#### (e)           Requiredbeginning date.  The date specifiedin the Plan when distributions under Code Section 401(a)(9) arerequired to begin.

 

30

----

 

# **ARTICLE VII**

# ** **

# **FORMS OF PAYMENT OF ACCOUNTS**

# ** **

## 7.1           Methods ofDistribution

##  

For married Participants, the “Normal Form” of benefit is a QualifiedJoint and Survivor Annuity. For Participants who do not have a spouse on theirBenefit Commencement Dates, the Normal Form of benefit is a single lifeAnnuity purchased from an insurance company with the Participant’s distributionamount which is payable for the Participant’s life. All distributions from aParticipant’s vested Account under Article VI shall be distributed in theNormal Form unless the Participant elects one of the following optionalforms of distribution in accordance with Section 7.2:

 

#### (a)           alump sum distribution;

####  

#### (b)           anAnnuity Contract which may be purchased from an insurance company with theParticipant’s distribution amount;

####  

#### (c)           onor after April 3, 2000, monthly, quarterly or annual installments of theParticipant’s distribution payable over any period not exceeding the lifeexpectancy of the Participant or the joint life expectancies of the Participantand the Participant’s designated Beneficiary.

####  

#### (d)           effectiveas of January 1, 2008, any married Participant, with an Annuity StartingDate after that date may elect a Qualified Optional Survivor Annuity or mayelect to waive such form of benefit in accordance with Code Section 417(a)(1)(A).  A “Qualified Optional Survivor Annuity” shallmean an annuity which is payable for the life of the Participant with asurvivor annuity continuing after the Participant’s death to the Participant’sSurviving Spouse for the Surviving Spouse’s life in amount which is equal to75% of the amount of the annuity which is payable during the joint lives of theParticipant and the Surviving Spouse.

####  

Distributions shall be subject to the requirements of Code Section 401(a)(9).Effective as of April 3, 2000, a Participant who has elected to receive aninstallment distribution may at any time elect to discontinue such installmentpayments and have the unpaid vested Account Balance paid in a lump sum distribution.In the event a Participant who has elected to receive an installmentdistribution dies after his or her Benefit Commencement Date but before thepayment of the final installment, the unpaid installments shall be paid to theParticipant’s Beneficiary. The Beneficiary may elect to continue receiving suchinstallments or to have the unpaid vested Account Balance paid in a lump sumdistribution. In the event a Participant dies before his or her BenefitCommencement Date, any election of a form of payment shall be void, and theParticipant’s vested Account Balance shall be distributed in accordance with Article VIII.

 

## 7.2           Election of OptionalForms

##  

### 7.2.1        At any time within the90-day period preceding a Participant’s Benefit Commencement Date, the Participantmay elect in writing not to receive the Normal Form of benefit and toreceive instead an optional form of benefit payment provided for in Section 7.1.Married 

 

31

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###  

### Participantsmust have Spousal Consent in order to waive the Normal Form and elect anoptional benefit form. Any Spousal Consent to a Participant’s election of anoptional form of benefit shall specify the form of benefit and the Beneficiary.

###  

### 7.2.2        The AdministrativeCommittee shall provide to each Participant, within the period beginning 180days before and ending 30 days before the Participant’s Benefit CommencementDate, a written explanation in non-technical terms of:

###  

#### (a)           theterms and conditions of the Qualified Joint and Survivor Annuity and theoptional forms of benefit;

####  

#### (b)           theParticipant’s right to make, and the effect of, an election to waive theQualified Joint and Survivor Annuity;

####  

#### (c)           therights of the Participant’s Spouse under this Section 7.2;

####  

#### (d)           theright to make, and the effect of, a revocation of a previous election to waivethe Qualified Joint and Survivor Annuity; and

####  

#### (e)           ifapplicable, the right to defer distribution until Normal Retirement Age.

####  

Notwithstanding the foregoing, the Administrative Committee may providea Participant with the above written explanation after the Participant’sBenefit Commencement Date so long as the actual distribution does not commenceuntil at least 30 days after such written explanation is provided, subject to Section 7.2.3.The Administrative Committee may, on a uniform and nondiscriminatory basis,provide for such other notices, information or election periods or take suchother action as the Administrative Committee considers necessary or appropriateso that this Section 7.2 is implemented in such a manner as to comply withCode Section 401(a)(11) and Code Section 417.

 

### 7.2.3        Notwithstanding Section 7.2.2above, distribution of a Participant’s benefit may begin less than 30 daysafter receipt of the written explanation if:

###  

#### (a)           TheParticipant has been provided with information that clearly indicates that heor she has at least 30 days to consider whether to waive the Qualified Jointand Survivor Annuity; and

####  

#### (b)           TheParticipant is permitted to revoke any affirmative election at least until theBenefit Commencement Date or, if later, at any time within the seven-day periodbeginning the day after the written explanation is provided.

####  

### 7.2.4        A Participant may revokehis or her election to take an optional form of benefit without Spousal Consentand take the Qualified Joint and Survivor Annuity or elect a different optionalform of benefit in accordance with Section 7.2 at any time within the90-day period prior to the Participant’s Benefit Commencement Date. The numberof revocations shall not be limited.

 

32

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##  

## 7.3           Direct Rollovers

##  

### 7.3.1        Notwithstanding anyprovision in this Plan to the contrary, a Participant or a Beneficiary who isthe Surviving Spouse of a Participant may elect to have all or a portion of anyamount payable to him or her from the Plan which is an “eligible rolloverdistribution” (as defined in Section 7.3.2 below) transferred directly toan “eligible retirement plan” (as defined in Section 7.3.2 below). Anysuch election shall be made in accordance with such uniform rules andprocedures as the Administrative Committee may prescribe from time to time asto the time and manner of the election in accordance with Code Section 401(a)(31).

###  

### 7.3.2        Definitions forpurposes of this Section 7.3

###  

#### (a)           “Eligiblerollover distribution” shall mean any distribution of all or any portion of thebalance to the credit of the distributee other than: (1) any distributionthat is one of a series of substantially equal periodic payments (not less frequentlythan annually) made for the life (or life expectancy) of the distributee or thejoint lives (or joint life expectancies) of the distributee and the distributee’sdesignated beneficiary; (2) any distribution for a specified period of tenyears or more; (3) any distribution to the extent such distribution isrequired under Code Section 401(a)(9); or (4) the portion of anydistribution that is not includable in gross income.

####  

#### (b)           “Eligibleretirement plan” shall mean, with respect to a Participant, an individualretirement account or annuity described in Code Section 408(a) or408(b)(“IRA”), an annuity plan described in Code Section 403(a) or aqualified plan described in Code Section 401(a) that accepts thedistributee’s eligible rollover distribution. Notwithstanding the foregoing,effective for distributions made after December 31, 2001, an eligibleretirement plan shall also mean an annuity contract described in Code Section 403(b) andan eligible plan under Code Section 457(b) which is maintained by astate, political subdivision of a state, or any agency or instrumentality of astate or political subdivision of a state and which agrees to separatelyaccount for amounts transferred into such plan from this Plan.  Effective as of January 1, 2008, an eligibleretirement plan shall also mean 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 distribution(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)).

 

33

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# **ARTICLE VIII**

# ** **

# **DEATH BENEFITS**

# ** **

## 8.1           Payment of AccountBalances

##  

### 8.1.1        In the event of the deathof a Participant while an Employee, the Participant’s entire Account Balanceshall be payable to his or her Beneficiary. In the event of the death of aParticipant after Termination of Employment but before his or her BenefitCommencement Date, the Participant’s vested Account Balance shall be payable tohis or her Beneficiary. In the event of a Participant’s death after his or herBenefit Commencement Date, any unpaid vested Account Balance shall be payablein accordance with the form of benefit elected by the Participant under Article VII.

###  

### 8.1.2        (a)           Except in the event of a Participant’s deathafter the distribution of his or her benefit has begun, if the Participant’sBeneficiary is the Participant’s Surviving Spouse, the benefit payable under Section 8.1.1shall be paid in the form of a Qualified Pre-Retirement Survivor Annuity unlessthe Surviving Spouse elects one of the optional forms available under Section 7.1in lieu of the Qualified Pre-Retirement Survivor Annuity within the 90-dayperiod preceding the Benefit Commencement Date. This election must satisfy therequirements of Section 7.2. Such Qualified Pre-Retirement SurvivorAnnuity benefit shall be payable as soon as practicable after the Participant’sdeath, provided that distribution shall not be made prior to the date whichwould have been the Participant’s Normal Retirement Date without the SurvivingSpouse’s written consent. Notwithstanding the preceding two sentences, if thebenefit payable to a Surviving Spouse under Section 8.1.1 does not exceed$1,000 it shall be paid as soon as practicable following the Participant’sdeath in a lump sum distribution. A Surviving Spouse to whom a lump sumdistribution is payable may elect a direct rollover to the extent permitted by Section 7.3.

###  

#### (b)           Ifthe Participant’s Beneficiary is not the Participant’s Surviving Spouse, thebenefit payable under Section 8.1.1 shall be payable as soon aspracticable after the Participant’s death in a lump sum distribution unless theBeneficiary instead elects one of the optional forms of benefit available underSection 7.1.

####  

## 8.2           Beneficiary

##  

### 8.2.1        Subject to Sections 8.2.2and 8.2.3 below, a Participant may, with Spousal Consent (if married),designate a person or persons as his or her Beneficiary by filing a writtendesignation of Beneficiary with the Administrative Committee in the time andmanner established by the Committee. If no valid designation of Beneficiary isin effect at the time of the Participant’s death, or if the designatedBeneficiary does not survive the Participant, the Beneficiary shall be theParticipant’s Surviving Spouse or, if there is no Surviving Spouse, theParticipant’s estate. For this purpose, if the Participant and the Beneficiarydie simultaneously, or if there is not sufficient evidence to establish whodied first, the Participant shall be deemed to have survived the Beneficiary.

 

34

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###  

### 8.2.2        (a)           Except as provided in (b) below, amarried Participant may only waive the Qualified Pre-Retirement SurvivorAnnuity form of benefit and designate someone other than his or her Spouse asBeneficiary after the first day of the Plan Year in which the Participantreaches age 35 or, if earlier, after the date the Participant terminatesEmployment, in accordance with Section 8.2.1 above. Such a waiver andBeneficiary designation shall not be valid unless the Participant receives,within the period beginning on the first day of the Plan Year in which theParticipant attains age 32 and ending with the close of the Plan Year in whichthe Participant attains age 35, a written explanation of the Qualified Pre-RetirementSurvivor Annuity in such terms and in such manner as would be compared to theexplanation provided for meeting the requirements applicable to a QualifiedJoint and Survivor Annuity in Section 7.2 above and must satisfyrequirements comparable to those provided in Section 7.2, including noticeand Spousal Consent requirements.

###  

#### (b)           Amarried Participant who will not have attained age 35 as of the end of thecurrent Plan Year may make a special qualified election to waive the QualifiedPre-Retirement Survivor Annuity form of benefit and may, in accordance with Section 8.2.1above, designate a non-Spouse Beneficiary. Such election shall not be validunless the Participant receives a written explanation of the QualifiedPre-Retirement Survivor Annuity in such terms as are comparable to theexplanation required under Section 7.2. Qualified Pre-Retirement SurvivorAnnuity coverage will be automatically reinstated as of the first day of thePlan Year in which the Participant attains age thirty-five (35). Any new waiveron or after such date shall be subject to the full requirements of thisSection. Such election shall be automatically revoked on the first day of thePlan Year in which the Participant will reach age 35. The Participant’s Spousewill then be his or her Beneficiary unless the Participant makes anotherdesignation of Beneficiary in accordance with Section 8.2.1 above. TheAdministrative Committee shall provide a married Participant with a noticesimilar to that provided under Section 7.2.2 with respect to a Participant’sright to designate someone other than his or her Spouse as Beneficiary. Suchnotice shall be provided within the one year period ending after the date theindividual first becomes a Participant.

####  

### 8.2.3        Any prior designation of aBeneficiary shall be automatically revoked upon the subsequent marriage orremarriage of the Participant.

###  

### 8.2.4        To the extent permitted bylaw and subject to any valid qualified domestic relations order (as defined inCode Section 414(p)), a Participant’s designation of his or her Spouse asBeneficiary shall be automatically revoked upon the Participant’s subsequentdivorce. The Participant shall not be prevented from re-designating a formerSpouse as his or her Beneficiary following a divorce.

###  

## 8.3           RequiredCommencement

##  

Notwithstanding any other provision of the Plan to the contrary, if aParticipant dies before his or her Benefit Commencement Date, the Participant’sentire interest must be distributed within five years after the year containingthe Participant’s death, except that if the designated Beneficiary is theParticipant’s Surviving Spouse, then distributions must begin within the yearcontaining (a) the one-year anniversary of the Participant’s death or, iflater, (b) the date the Participant would have attained age 70%.

 

35

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# **ARTICLE IX**

# ** **

# **FIDUCIARIES**

# ** **

## 9.1           Named Fiduciaries

##  

### 9.1.1        The AdministrativeCommittee (or its delegate) shall be a “named fiduciary” (within the meaning ofSection 402(a)(2) of ERISA) of the Plan, with authority to controland manage the operation and administration of the Plan.

###  

### 9.1.2        The Company (or itsdelegate) shall be the “administrator” and “plan administrator” (within themeaning of ERISA Section 3(16)(A) and Code Section 414(g),respectively) with respect to the Plan.

###  

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

###  

### 9.1.4        There are no “namedfiduciaries” of the Plan other than the Administrative Committee and theTrustee.

###  

## 9.2           Employment ofAdvisers

##  

Each named fiduciary shall be authorized, to the extent it deemsadvisable, to designate persons who are not named fiduciaries to carry outfiduciary responsibilities allocated to it, to retain accountants, agents,attorneys, actuaries and other professional consultants and to rely uponinformation, statistics or analysis provided by any of such persons.

 

## 9.3           Multiple FiduciaryCapacities

##  

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

##  

The reasonable expenses incident to the operation of the Plan,including, without limitation, the compensation of the Trustee, consultants,attorneys, fiduciaries and other advisors, shall be paid out of the Trust tothe extent permitted by law and to the extent not paid by the Employer. Allmembers of the Administrative Committee shall serve without compensation fromthe Trust. Any determination by the Employer to pay all or part of any expenseshall not in any way limit the Employer’s right to determine to have similar orother expenses paid out of the Trust assets at any other time.

 

## 9.5           Indemnification

##  

To the extent not prohibited by state or federal law, the Company andeach Participating Affiliate, jointly and severally, agree to, and shall,indemnify and hold harmless any member of 

 

36

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the Administrative Committee or any other Employee, officer or directorof an Employer from all claims for liability, loss, damage or expense(including payment of reasonable expenses in connection with defense againstany such claim) which result from any exercise or failure to exercise any ofthe indemnified person’s responsibilities with respect to the Plan, other thanby reason of willful misconduct or a willful failure to act.

 

37

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# **ARTICLE X**

# ** **

# **TRUSTEE AND TRUST FUND**

# ** **

## 10.1         Establishment of Trust

##  

A Trust Agreement shall be executed between the Company and theTrustee, which agreement shall provide for the creation of the Trust to receiveand hold all contributions and earnings therefrom. Benefits provided under thePlan and expenses of administration of the Plan shall be paid from the assetsheld in the Trust as directed by the Administrative Committee and the Company,respectively.

 

## 10.2         Powers and Duties ofthe Trustee

##  

### 10.2.1      The Trustee shall haveexclusive authority and discretion to manage and control the assets of the Planin accordance with the terms of the Trust Agreement.

###  

## 10.3         Exclusive Benefit

##  

Except as provided in Section 3.7, 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 ofResponsibility

##  

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.

 

38

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# **ARTICLE XI**

# ** **

# **PLAN ADMINISTRATION**

# ** **

## 11.1         The AdministrativeCommittee

##  

### 11.1.1      Administrative Committeemembers shall be appointed by the Company and may be removed by the Company atits discretion.  Unless the Companyotherwise provides, any member of the Administrative Committee who is anEmployee of the Company or an Affiliate at the time of his or her appointmentwill be considered to have resigned from the Administrative Committee when nolonger an Employee. Employees of the Company or an Affiliate shall receive nocompensation for their services rendered to or as members of the AdministrativeCommittee.

###  

### 11.1.2      If more than one member isappointed, the Administrative Committee shall act by a majority of its membersat the time in office, and such action may be taken either by a vote at ameeting or in writing without a meeting. However, if less than three membersare appointed, the Administrative Committee shall act only upon the unanimousconsent of its members. The Administrative Committee may authorize in writingany person to execute any document or documents on its behalf, and anyinterested person, upon receipt of notice of such authorization directed to it,may thereafter accept and rely upon any document executed by such authorizedperson until the Administrative Committee shall deliver to such interestedperson a written revocation of such authorization.

###  

### 11.1.3      A member of theAdministrative Committee who is also a Participant shall not vote or act uponany matter relating solely to himself or herself unless such person is the solemember of the Administrative Committee.

###  

## 11.2         AdministrativeCommittee Powers and Duties

##  

The Administrative Committee is allocated such duties and powers as maybe necessary to discharge its duties hereunder including, without limitation,the exclusive and discretionary authority to perform the following functions:

 

#### (a)           Tomake such rules and regulations as it shall deem necessary or proper forthe efficient administration of the Plan;

####  

#### (b)           Tointerpret and construe the Plan, to resolve any ambiguities and to decide anyand all matters arising hereunder including, without limitation, questions offact as to eligibility to participate in the Plan or receive benefits under thePlan or the amount and timing of benefits under the Plan; provided,however,that all such interpretations 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. TheAdministrative Committee has discretionary authority to grant or deny benefitsunder this Plan. Benefits under the Plan will be provided only if theAdministrative Committee decides, in its sole discretion, that the applicant isentitled to them;

####  

#### (c)           Toselect the Investment Funds;

 

39

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####  

#### (d)           Toappoint one or more insurance companies;

####  

#### (e)           Toappoint one or more Investment Managers;

####  

#### (f)            Toestablish and carry out a funding policy and method consistent with theobjectives of the Plan and the requirements of ERISA;

####  

#### (g)           Tomonitor the limits on contributions under Article III and to take actionto assure that such limits are satisfied for each Plan Year;

####  

#### (h)           Toauthorize disbursements from the Trust;

####  

#### (i)            Toprescribe procedures to be followed by Participants or Beneficiaries who fileapplications for benefits;

####  

#### (j)            Toapprove the design of enrollment forms, Beneficiary designation forms and anyother forms utilized in the administration of the Plan;

####  

#### (k)           Toprepare and distribute, in such manner as the Administrative Committeedetermines to be appropriate, information concerning the Plan;

####  

#### (l)            Toreceive from the Employer and from Participants such information as shall benecessary for the proper administration of the Plan;

####  

#### (m)          Toestablish such written procedures as it shall deem necessary or proper todetermine the qualified status, pursuant to Code Section 414(p) ofany domestic relations order received by the Administrative Committee whichaffects the right of a Participant and any alternate payee to payment ofbenefits under the Plan, and to administer distributions pursuant to anydomestic relations order which the Administrative Committee determines to be aqualified domestic relations order within the meaning of Code Section 414(p).  However,effective April 6, 2007, a domestic relations order shall not failto be treated as a “qualified domestic relations order” 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 § 206(d)(3);

####  

#### (n)           Todelegate, by written instrument to one or more administrative subcommitteeswith respect to each Employer, such of the powers and duties allocated hereinto the Administrative Committee as it deems advisable; any such subcommitteeshall consist of persons appointed by the Administrative Committee, taking intoconsideration designations recommended by the principal executive officer ofany Employer; and

####  

#### (o)           Tomake recommendations to the Company concerning amendments to the Plan.

####  

## 11.3         Claims Procedure

##  

The Administrative hereby adopts the procedure set forth below forreviewing benefits claims under the Plans:

 

40

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####  

#### (a)           AParticipant or Beneficiary shall submit all claims for benefits under the Plansin writing to the Administrative Committee.

####  

#### (b)           TheAdministrative Committee shall send to the Participant or Beneficiary writtennotice of its decision within ninety (90) days of receiving the claim. Theperiod may be extended to one hundred eighty (180) days if the AdministrativeCommittee notifies the claimant in writing within the initial ninety (90) dayperiod that special circumstances exist which require an extension of theperiod.  The written decision from theAdministrative Committee shall set forth:

####  

##### (i)            the specific reasonsfor the decision;

#####  

##### (ii)           the specific Planprovisions upon which the decision is based;

#####  

##### (iii)          a description of anyadditional material or information necessary for the Participant or Beneficiaryto perfect the claim for benefits and an explanation of the reasons why suchmaterial or information is necessary;

#####  

##### (iv)          information regardingprocedures for submitting a request for review of the decision on the claim;and

#####  

##### (v)           a statement of theclaimant’s right to bring an action under ERISA Section 502(a) followingan adverse benefit determination on review.

#####  

#### (c)           Ifthe Administrative Committee denies the claim in whole or in part, theParticipant or Beneficiary may submit a written request for review to theAdministrative Committee within sixty (60) days of the notice of denial,pursuant to the procedures referenced in paragraph (b)(iv) above. TheParticipant or Beneficiary shall set forth all the grounds upon which therequest for review is based and may submit issues or comments in writing. TheParticipant or Beneficiary shall also 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)           TheAdministrative Committee shall send the Participant or Beneficiary writtennotice of its decision within sixty (60) days after the AdministrativeCommittee receives the request for review. The review period may be extended toone hundred twenty (120) days if the Administrative Committee notifies theclaimant within the initial sixty (60) day period that special circumstancesexist which require an extension of the review period. The AdministrativeCommittee’s written decision shall set forth the specific reasons for thedecision and the Plan provision on which the decision is based. TheAdministrative Committee’s written decision shall also include a statement thatthe claimant is entitled to receive, upon request and free of charge, reasonableaccess to, and copies of, all documents, records, and other informationrelevant to the claimant’s claim for benefits, and a statement of the claimant’sright to bring an action under ERISA Section 502(a). All such decisions ofthe Administrative Committee shall be final, conclusive and binding upon allParticipants, Beneficiaries, and other interested persons.

####  

#### (e)           Ifapplicable, claims for benefits due to Disability shall be decided inaccordance with Section 2560.503-1 of the U.S. Department of Laborregulations.

 

41

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##  

## 11.4         Delegation ofResponsibility

##  

The Administrative Committee may designate persons, including personsother than “named fiduciaries” (as defined in ERISA Section 402(a)(2)), tocarry out the specified responsibilities of the Administrative Committee andshall not be liable for any act or omission of a person so designated.

 

42

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# **ARTICLE XII**

# ** **

# **MANAGEMENT, CONTROL AND INVESTMENT OF PLAN ASSETS**

# ** **

## 12.1         Investment Funds

##  

### 12.1.1      The Administrative Committeemay establish one or more Investment Funds as it shall from time to timedetermine for the investment of a Participant’s Accounts. Notwithstanding theforegoing, 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 Department of Labor Regulations, suchthat, to the extent applicable, the fiduciaries of the Plan may be relieved ofliability for any losses that are the direct and necessary result of theinvestments instructions given by Participants and Beneficiaries under thePlan.

###  

### 12.1.2      Each Participant shallexercise control over the assets in his Accounts and is solely responsible forhis investment elections. The Plan fiduciaries are not empowered to advise aParticipant as to the manner in which his Accounts shall be invested. The factthat an Investment Fund is available to Participants for investment under thePlan shall not be construed as a recommendation for investment in that fund.

###  

## 12.2         Valuation of Accounts

##  

A Participant’s Accounts shall be revalued at fair market value on eachValuation Date, with earnings and losses since the previous Valuation Datebeing credited to the Participant’s Account. Earnings and losses of theparticular Investment Funds shall be allocated in the ratio that the portion ofthe Account Balance of a Participant invested in a particular Investment Fundbears to the total amount invested in such fund.

 

## 12.3         Investment inInsurance Contract

##  

The Administrative Committee may appoint one or more insurancecompanies to hold assets of the Plan, and may purchase insurance contacts orpolicies from one or more insurance companies with assets of the Plan. Neitherthe Trustee nor the Administrative Committee shall be liable for any act oromission of an insurance company with respect to any duties delegated to anyinsurance company.

 

## 12.4         The Investment Manager

##  

### 12.4.1      The Administrative Committeemay, by an instrument in writing, appoint one or more persons as an InvestmentManager. Each person so appointed shall be (a) an investment adviserregistered under the Investment Advisers Act of 1940, (b) a bank asdefined in that Act, or (c) an 

 

43

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###  

### insurancecompany qualified to manage, acquire or dispose of any asset of the Plan underthe laws of more than one state.

###  

### 12.4.2      Each Investment Managershall acknowledge in writing that it is a fiduciary (as defined in ERISA Section 3(21))with respect to the Plan. The Company or the Administrative Committee shallenter into 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 anyInvestment Manager and shall not be liable for following the advice of anyInvestment Manager with respect to any duties delegated to any InvestmentManager.

###  

### 12.4.3      The Administrative Committeeshall have the power to determine the Trust assets to be invested pursuant tothe direction of a designated Investment Manager and to set investmentobjectives and guidelines for the Investment Manager.

###  

## 12.5         Compensation

##  

Each insurance company, Investment Manager and Trustee shall be paidsuch reasonable compensation, in addition to their expenses, as shall from timeto time be agreed to by the Company or other person making such appointment;provided, however, that no such compensation shall be paid to any person who isan Employee.

 

44

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# **ARTICLE XIII**

# ** **

# **PLAN AMENDMENT OR TERMINATION**

# ** **

## 13.1         Plan Amendment

##  

The Company shall have the right at any time to amend the Plan, by aninstrument in writing, effective retroactively or otherwise, provided that nosuch amendment shall have any of the effects specified in Section 1.3.2.

 

## 13.2         Limitations of PlanAmendment

##  

No Plan amendment shall:

 

#### (a)           authorizeany part of the Trust to be used for, or diverted to, purposes other than forthe exclusive benefit of Participants or their Beneficiaries;

####  

#### (b)           decreasethe Account Balance of any Participant or his or her Beneficiary under the Planexcept to the extent permitted under Code Section 412(c)(8);

####  

#### (c)           reducethe vested percentage of any Participant;

####  

#### (d)           eliminatean optional form of benefit except to the extent permitted by Code Section 411(d)(6); or

####  

#### (e)           changethe vesting schedule, either directly or indirectly, unless each Participanthaving not less than three years of Vesting Service is permitted to elect,within a reasonable period specified by the Administrative Committee after theadoption of such amendment, to have his or her vested percentage computedwithout regard to such amendment. The period during which the election may bemade shall commence with the date the amendment is adopted and shall end as thelater of:

####  

##### (i)            sixty days after theamendment is adopted;

#####  

##### (ii)           sixty days after theamendment is becomes effective; or

#####  

##### (iii)          sixty days after theParticipant is issued written notice by the Administrative Committee.

#####  

## 13.3         Right of the Companyto Terminate Plan

##  

The Company intends and expects that from year to year it will be ableto and will 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.

 

45

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##  

## 13.4         Effect of Partial orComplete Termination

##  

### 13.4.1      As of the date of a “partialtermination” of the Plan or a complete discontinuance of contributions underthe Plan, each affected Participant who is then an Employee shall become 100%vested in his or her Account Balance.

###  

### 13.4.2      As of the date of a “completetermination” of the Plan, each affected Participant who is then an Employeeshall become 100% vested in his or her Account balance, and distributions shallbe made as soon as practicable thereafter, as determined by the AdministrativeCommittee, in accordance with Article VII.

 

46

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# **ARTICLE XIV**

 

# **MISCELLANEOUS PROVISIONS**

# ** **

## 14.1         Plan Not a Contract ofEmployment

##  

The Plan is not a contract of Employment, and the terms of Employmentof any Employee shall not be affected in any way by the Plan or relatedinstruments except as specifically provided therein.

 

## 14.2         Source of Benefits

##  

Benefits under the Plan shall be paid or provided for solely from theTrust, and neither the Employer, the Administrative Committee, Trustee,Investment Manager or insurance company shall assume any liability therefor.

 

## 14.3         Benefits NotAssignable

##  

Except as 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 thecreation, assignment or recognition of a right to any benefit payable withrespect to a Participant pursuant to a domestic relations order which theAdministrative Committee determines to be a “qualified domestic relations order”(as defined in Code Section 414(p)).

 

## 14.4         Domestic Relations Orders

##  

Any other provision of the Plan to the contrary notwithstanding, theAdministrative Committee shall have all powers necessary with respect to thePlan for the proper operation of Code Section 414(p) with respect toqualified domestic relations orders referred to in Section 14.3,including, but not limited to, the power to establish all necessary orappropriate procedures, to authorize the establishment of new accounts withsuch assets and, subject to such investment control by the AdministrativeCommittee as the Administrative Committee may deem appropriate, and theAdministrative Committee may decide upon and make direct appropriatedistributions therefrom. To the extent provided in a qualified domesticrelations order, within the meaning of Code Section 414(p), distributionof any portion of a Participant’s vested Account Balance allocated to analternate payee may be made whether or not the Participant has terminatedEmployment or is otherwise eligible to receive a distribution.

 

## 14.5         Benefits Payable toMinors, Incompetents and Others

##  

In the event any benefit is payable to a minor or to a person otherwiseunder a legal disability, or who, in the sole discretion of the AdministrativeCommittee, is by reason of advanced age, illness or other physical or mentalincapacity incapable of handling and disposing of his or her property, orotherwise is in such position or condition that the Administrative Committeebelieves that he or she could not utilize the benefit for his or her support orwelfare, the Administrative Committee shall have discretion to apply the wholeor any part of such benefit directly to the care, comfort, maintenance,support, education or use of such person, or to 

 

47

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pay the whole or any part ofsuch benefit to the parent of such person; to the guardian, committee,conservator or other legal representative, wherever appointed, of such person;to the person with whom such person is residing; or to any other person havingthe care and control of such person.  Thereceipt by any such person to whom any such payment on behalf of anyParticipant or Beneficiary is made shall be a sufficient discharge therefor.

 

## 14.6         Merger or Transfer ofAssets

##  

### 14.6.1      Subject to Section 14.6.2,the Company may direct that the Plan be merged or consolidated with, or maytransfer all or a portion of its assets and liabilities to, another plan or mayreceive assets and liabilities from another plan. The Administrative Committeemay take whatever action it deems necessary or appropriate to effect any suchmerger, consolidation or transfer. Any optional forms of benefit or otherspecial provisions applicable to a Participant for whom an account balance hasbeen transferred to this Plan from another plan shall be set forth in anAppendix hereto.

###  

### 14.6.2      The Plan may not merge orconsolidate with, or transfer any assets or liabilities to, any other plan,unless each Participant would (if the Plan then terminated) receive a benefitimmediately after the merger, consolidation or transfer which is equal to orgreater than the benefit he or she would have been entitled to receiveimmediately before the merger, consolidation or transfer (if the Plan had thenterminated).

###  

## 14.7         Participation in thePlan by an Affiliate

##  

### 14.7.1      With the consent of theCompany and by duly authorized action, an Affiliate may adopt the Plan.Participating Affiliate contributions shall be allocated solely to EligibleEmployees of the Participating Affiliate. Company contributions shall beallocated solely to Eligible Employees of the Company.

###  

### 14.7.2      With the consent of theCompany and by duly authorized action, any other Employer may terminate itsparticipation in the Plan or withdraw from the Plan and the Trust.

###  

### 14.7.3      A Participating Affiliate shallhave no independent power with respect to the Plan except as specificallyprovided by this Section 14.7.

###  

## 14.8         Action by the Companyor a Participating Affiliate

##  

Any action required to be taken by the Company or any ParticipatingAffiliate pursuant to the terms of the Plan shall be taken by its board ofdirectors or any person or persons duly empowered to act on its behalf.

 

## 14.9         Provision ofInformation

##  

For purposes of the Plan, eachEmployee shall execute such forms as may be reasonably required by theAdministrative Committee, and the Employee shall make available to theAdministrative Committee and the Trustee any information they may reasonablyrequest in this regard.

 

48

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## 14.10       Notice of Address

##  

Each person entitled to benefits under this Plan must file with theAdministrative Committee, in writing, his or her post office address and eachsubsequent change of post office address. Any communication, statement ornotice addressed to such person at his or her latest reported post officeaddress will be binding on him or her for all purposes under the Plan.

 

## 14.11       Controlling Law

##  

The Plan is intended to qualify under Code Section 401(a) andto comply with ERISA, and its terms shall be interpreted accordingly.Otherwise, to the extent not preempted by ERISA, the laws of the State of NewYork shall control the interpretation and performance of the terms of the Plan.

 

## 14.12       Military Service

##  

Notwithstanding any provision of this Plan to the contrary, contributions,benefits, and service credit with respect to qualified military service will beprovided in accordance with Code Section 414(u).

 

## 14.13       Conditional Adoption

##  

Anything in the foregoing to the contrary notwithstanding, the Plan hasbeen adopted on the express condition that the Plan will be considered by theInternal Revenue Service as qualifying under the provisions of Code Section 401(a),and the Trust will be considered as qualifying for exemption from taxationunder Code Section 501(a). If the Internal Revenue Service determines thatthe Plan or Trust does not so qualify, the Plan shall be amended or terminatedas decided by the Company.

 

## 14.14       Word Usage and Article andSection References

##  

As used in the Plan, the masculine includes the feminine, the singularincludes the plural, and the plural includes the singular, unless qualified bythe context. 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

##  

In the 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 Participant or the amount ofdistributions made or to be made to a Participant or Beneficiary, theAdministrative Committee shall, to the extent it deems it possible, make thenecessary adjustments (including, but not limited to, recoupment, reduction inbenefit 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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IN WITNESS 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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