EXHIBIT 10.10

    
     

     

     

     

     

    
    MINERALS TECHNOLOGIES INC. RETIREMENT PLAN

    
    (As amended and restated effective as of January 1, 2005,

    with certain other effective dates)

    
    
    
     

     

     

     

     

     

     

     

     

     

    
    November 2005

  






  
     

    
     

     

    
     

  



	
    MINERALS TECHNOLOGIES INC. RETIREMENT PLAN

    (as amended and restated effective as of January 1, 2005

    with certain other effective dates)

	
    Table of Contents

	 	 	
    Page

	
    Article 1.
	The Plan	
    1

	 	1.1 Background of Plan	
    1

	 	1.2 Applicability of Plan	
    1

	 	1.3 Purpose of Plan	
    1

	Article 2. 	Definitions	
    1

	 	2.1 Definitions	
    2

	 	2.2 Gender and Number	
    14

	Article 3.	Participation	
    14

	 	3.1 Commencement of Participation	
    15

	 	3.2 Cessation of Participation	
    15

	Article 4.	Normal Retirement Benefit	
    15

	 	4.1 Normal Retirement Benefit	
    15

	 	4.2 Vesting and Early Commencement
    of Retirement Benefit Payments	
    18

	 	4.3 Deferred Retirement	
    20

	 	4.4 Disability Retirement	
    21

	 	4.5 Adjustment for In-Service
    Payments	
    22

	 	4.6 Transfer of Employment	
    22

	Article 5.	Effect of Continued Employment or
    Reemployment on Retirement Benefits	
    22

	 	5.1 Reemployment After a Member's
    Annuity Starting Date	
    22

	 	5.2 Reemployment Before a Member's
    Annuity Starting Date	
    23

	 	5.3 Reemployment or Continuation of
    Employment After a Member's Normal Retirement Date	
    23

	 	5.4 Suspension of Benefits Notice
    Procedures	
    23

	Article 6.	Form of Payment of Retirement
    Benefits	
    24

	 	6.1 Automatic Form of Payment	
    24

	 	6.2 Automatic Joint and Surviving
    Spouse Annuity	
    24

	 	6.3 Other Optional Forms of Payment	
    28

	 	6.4 Distribution Requirements	
    29

	 	6.5 Amounts Not Exceeding $1,000	
    30

	 	6.6 Designation of Beneficiary	
    31

	 	6.7 Death of Beneficiary Prior to
    Member's Separation from Service Date	
    31

	 	6.8 Optional Direct Rollovers of
    Eligible Rollover Distributions	
    31

	Article 6-A. 	Minimum Distribution Requirements	
    34

	 	6-A.1 General Rules 	
    34

	 	6-A.2 Time and Manner of
    Distribution	
    34

	 	6-A.3. Determination of Amount to
    be Distributed Each Year	
    34

	 	6-A.4 Requirements For Annuity
    Distributions That Commence During Member's Lifetime	
    37

	 	6-A.5 Requirements For Minimum
    Distributions Where Member Dies Before Date Distributions Begin	
    38

	 	6-A.6 Definitions	
    39




  
     

    (i)

  






  
     

  



	Article 7.	Preretirement Death Benefits	40
	 	7.1 Unmarried Member	40
	 	7.2 Married Member 	40
	 	7.3 Amounts Not Exceeding $1,000	42
	Article 8.	Maximum Benefit Limitations	 
	 	8.1 General Rule	 
	 	8.2 Adjustment for Other Forms of Payment	 
	 	8.3 Adjustment for Benefits Commencing Before
    Age 62	 
	 	8.4 Adjustment for Benefits Commencing After
    Age 65	 
	 	8.5 Adjustment of Limitation for Years of
    Vesting Service	 
	 	8.6 Limitation Year	 
	 	8.7 Definitions	 
	Article 9.	Amendment and Termination	42
	 	9.1 Amendment of the Plan	45
	 	9.2 Termination of the Plan	45
	 	9.3 Vesting on Termination or Partial
    Termination	45
	 	9.4 Termination of the Trust	45
	 	9.5 Distribution on Termination	46
	 	9.6 Merger, Consolidation or Transfer	46
	 	9.7 Restrictions on Benefits and Distributions
    to Certain Members	46
	 	9.8 Plan Participation by Associate Companies	49
	Article 10.	Contributions	49
	 	10.1 Employer Contributions	50
	 	10.2 Reversion of Employer Contributions	50
	 	10.3 Rollover Contributions	50
	Article 11. 	Administration of the Plan	50
	 	11.1 Responsibility for Plan and Trust
    Administration	50
	 	11.2 Operation of the Committees	51
	 	11.3 Powers and Duties of the Retirement
    Committee	51
	 	11.4 Duties of the Plan Assets Committee	53
	 	11.5 Duties of the Trustee	54
	 	11.6 Standard of Duty	55
	 	11.7 Funding and Investment Policy	55
	 	11.8 Compensation and Expenses	55
	 	11.9 Non-Liability and Indemnification	56
	 	11.10 Claims Procedure	56
	Article 12.	Trust Arrangements	58
	 	12.1 Appointment of Trustee	58
	 	12.2 Removal of Trustee; Appointment of Other
    Trustee	58
	 	12.3 Change in Trust Agreements	58
	 	 	 



  
     

    (ii)

  






  
     

  



	Article 13.	Top-Heavy Plan Provisions	58
	 	13.1 General Rule	58
	 	13.2 When Plan is Top-Heavy	59
	 	13.3 When Plan is in Top-Heavy Group	59
	 	13.4 Minimum Benefit	60
	 	13.5 Accelerated Vesting	60
	 	13.6 Limitation on Earnings	61
	 	13.7 Definitions	61
	Article 14.	Miscellaneous	61
	 	14.1 No Employment Rights Created	61
	 	14.2 Rights to Trust Assets	62
	 	14.3 Nonalienation of Benefits	62
	 	14.4 Expenses	62
	 	14.5 Severability	63
	 	14.6 Governing State	63
	 	14.7 Facility of Payment	63
	 	14.8 Missing Persons	63
	 	14.9 Titles	64
	 	 	 
	 	 	 



  
    (iii)

  





 

Article 1.    The Plan 

1.1.    Background of Plan


Effective as of October 22, 1992, Minerals Technologies Inc. (the "Company")
adopted the Minerals Technologies Inc. Retirement Annuity Plan (the "Retirement
Annuity Plan") for the purpose of providing pensions upon retirement from
service to employees of the Company and its subsidiaries and affiliates
participating in the Plan. Members in the Retirement Annuity Plan accrued a
retirement benefit for each year of participation consisting of a percentage of
the Member's compensation. Subsequent to its effective date, the Company amended
the Retirement Annuity Plan from time to time to make desired changes and to
comply with various statutory and regulatory requirements that became effective
after the effective date.

Effective as of January 1 2002, the Company amended the Retirement Annuity
Plan to provide that employees employed on or after January 1, 2002 would accrue
benefits under a cash balance formula and that Members who were accruing
benefits under the Retirement Annuity Plan on December 31, 2001 generally would
continue to accrue benefits under the career earnings benefit formula that was
in effect on December 31, 2001. In connection with such amendment, the name of
the Retirement Annuity Plan was changed to the Minerals Technologies Inc.
Retirement Plan (the "Plan"), effective as of January 1, 2002.

Effective as of January 1, 2005, with certain other effective dates, the Plan
is being amended and restated to incorporate certain clarifying changes relating
to the operation and administration of the Plan.

The Plan, as hereinafter amended and restated, shall be effective as of
January 1, 2005, except that certain amendments shall have other effective dates
as set forth in the Plan.

1.2    Applicability of Plan


Except as otherwise expressly indicated, the provisions of the Plan are
applicable only to Eligible Employees in the employ of an Employer on and after
January 1, 2002. The Plan shall preserve all rights accrued and not forfeited by
Members under the Plan as of December 31, 2001. Unless the Plan specifies
otherwise, the rights and benefits of any Employee who terminates employment
prior to the effective date of the provisions of this restated Plan shall be
governed by the Plan provisions in effect at the time of such Employee's
termination of employment.

1.3    Purpose of Plan


The Plan is intended to meet the requirements for qualification under Section
401(a) of the Internal Revenue Code of 1986, as amended from time to time and
the Trust established under the Plan is intended to be exempt from taxation as
provided under Code Section 501(a). Certain provisions contained in the Plan are
intended to constitute "good faith compliance" pursuant to Internal Revenue
Service Notice 2001-42 with the requirements of the Economic Growth and Tax
Relief Reconciliation Act of 2001 ("EGTRRA").

 

Article 2.    Definitions

1



2.1     Definitions


Whenever used in the Plan, the following terms shall have the meanings set
forth below unless otherwise expressly provided.

(a)           "Accrued Benefit" shall mean, as of any given date, the
monthly amount of retirement income that would be payable in the form of a
Single Life Annuity commencing on the Member's Normal Retirement Date (or the
Member's Severance from Service Date, if later), based on the value of the
Member's Cash Balance Account or, if applicable, the Member's benefit under the
Career Earnings Formula as of such date.

(b)           "Actuarial Equivalent" shall mean an equivalent amount
determined on the basis of the following factors: 


          (1)           Benefit Payable Under Cash Balance Formula.



  
    (A)    In the case of a benefit payable pursuant to Section 4.1(c), the
    amount payable in the form of a lump-sum payment shall be equal to the value
    of the Member's Cash Balance Account as of the last day of the month prior
    to the month in which distribution occurs. 

    (B)    In determining the amount of a benefit payable in the form of a
    Single Life Annuity under Sections 2.1(a) and 6.3(c), actuarial equivalence
    as of any given date shall be determined by applying to the Member's Cash
    Balance Account, valued as of the Annuity Starting Date, a factor determined
    on the basis of-- 

    
      (i)         an interest rate equal to the applicable interest rate
      (within the meaning of Code section 417(e)(3)), determined for the full
      calendar month that is four months prior to the month in which the Annuity
      Starting Date occurs; and 

      (ii)          for all such benefits payable on an Annuity Starting Date
      that is on or prior to December 31, 2002, the 1983 Group Annuity Mortality
      Table weighted 50 percent male; and for all such benefit payments payable
      on an Annuity Starting Date that is on or after January 1, 2003, the 1994
      Group Annuity Reserve Table weighted 50 percent male, projected to 2002;
      or such other mortality assumption as shall be prescribed by the Secretary
      of the Treasury, which assumption shall be based on the prevailing
      commissioners' standard table described in Code section 807(d)(5)(A) used
      to determine reserves for group annuity contracts issued on the date the
      determination is being made (without regard to any other subparagraph of
      Code section 807(d)(5)). 

    

    (C)    In determining the amount of a benefit payable in the form of an
    Automatic Joint and Surviving Spouse Annuity under Section 6.2 or under an
    optional form available to a Member under Section 6.3(d) or (e), actuarial
    equivalence as of any given date shall be determined by applying to the
    Member's Single Life Annuity as determined in Section 2.1(b)(1)(B), valued
    as of the Annuity 

    2

  






  
     Starting Date, a factor determined on the basis of-- 

              (i)    An interest rate assumption of 7 1/2% per annum; and

    
      (ii)   for all such benefits payable on an Annuity Starting Date
      that is on or prior to December 31, 2002, the 1983 Group Annuity Mortality
      Table weighted 50 percent male; and for all such benefit payments payable
      on an Annuity Starting Date that is on or after January 1, 2003, the 1994
      Group Annuity Reserve Table weighted 50 percent male, projected to 2002;
      or such other mortality assumption as shall be prescribed by the Secretary
      of the Treasury, which assumption shall be based on the prevailing
      commissioners' standard table described in Code section 807(d)(5)(A) used
      to determine reserves for group annuity contracts issued on the date the
      determination is being made (without regard to any other subparagraph of
      Code section 807(d)(5)).

    

  




          (2)           Benefit Payable Under Career Earnings Formula. In determining the amount of a benefit payable in the form of an Automatic
Joint and Surviving Spouse Annuity under Section 6.2, or a Joint and Contingent
Annuitant Option and/or Level Income Option under Section 6.3, and for purposes
of determining any adjustment to be made to a Member's Accrued Benefit under
Section 6.4(b), actuarial equivalence as of any given date shall be determined
using an interest rate assumption of 7 1/2% per annum and the mortality table
described in Section 2.1(b)(2)(B). In determining the amount of benefit payable
in the form of a lump-sum payment under Section 6.3(b) and for purposes of
determining whether the cash-out provisions of Section 7.3 shall be applicable,
actuarial equivalence as of any given date shall be determined using--


  
    (A)    an interest rate equal to the annual rate of interest on 30-year
    Treasury securities or the generally accepted proxy therefor, in each case
    as specified by the Commissioner of the Internal Revenue Service for the
    full calendar month four months prior to the month in which the Member
    retires; and 

    (B)    for all such benefits payable on an Annuity Starting Date that is
    on or prior to December 31, 2002, the 1983 Group Annuity Mortality Table
    weighted 50 percent male; and for all such benefit payments payable on an
    Annuity Starting Date that is on or after January 1, 2003, the 1994 Group
    Annuity Reserve Table weighted 50 percent male, projected to 2002; or such
    other mortality assumption as shall be prescribed by the Secretary of the
    Treasury, which assumption shall be based on the prevailing commissioners'
    standard table described in Code section 807(d)(5)(A) used to determine
    reserves for group annuity contracts issued on the date the determination is
    being made (without regard to any other subparagraph of Code section
    807(d)(5)). 

  



          (3)           Maximum
Benefit Limitations.

3




  
    (A)    Commencement Prior to Age 62; Adjustment for Certain Forms of
    Payment Under Section 8.2. In determining the adjusted maximum benefit
    limitations under Section 8.3(b) (for benefits commencing before age 62) or
    under Section 8.2 (for certain forms of payment), actuarial equivalence
    shall be based on whichever of the following sets of actuarial assumptions
    result in the lower Retirement Benefit: (i) the assumed rate of interest and
    the mortality table specified in Sections 2.1(b)(1) and 2.1(b)(2), as
    applicable, or (ii) a 5 percent assumed rate of interest and the mortality
    table specified in Section 2.1(b)(2). 

    (B)    Commencement After Age 65. In determining the adjusted
    maximum benefit limitations under Section 8.4 (for benefits commencing after
    age 65), actuarial equivalence shall be based on whichever of the following
    sets of actuarial assumptions result in the lower Retirement Benefit: (i)
    the assumed rate of interest and the mortality table specified in Sections
    2.1(b)(1) and 2.1(b)(2), as applicable, or (ii) a 5 percent assumed rate of
    interest and the mortality table specified in Sections 2.1(b)(1) and
    2.1(b)(2), as applicable.

  





(C)     Top Heavy Factors. In determining present value under the
    top-heavy provisions of Article 13, actuarial equivalence shall be based on
    the Pension Benefit Guaranty Corporation immediate annuity lump-sum factor,
    with male and female factors equally weighted, as in effect three (3) months
    prior to the member's Severance from Service Date and the mortality
    assumptions specified in Section 2.1(b)(2)(B).

    Notwithstanding the foregoing limitations, the benefit determined under
    this subsection shall in no event be less than the Member's Accrued Benefit
    as of July 1, 1995, determined by applying a 5 percent assumed rate of
    interest in lieu of the applicable interest rate under Code section
    417(e)(3), wherever the same appears in Section 2.1(b)(4)(A).

  

(c)          "Affiliated Company" shall mean--



(1)           any corporation while it is a member of the same
    controlled group of corporations (within the meaning of Code section 414(b))
    as the Company,

    (2)           any other trade or business (whether or not
    incorporated) while it is under common control with the Company within the
    meaning of Code section 414(c),

    (3)           any organization (whether or not incorporated) during any
    period in which it (along with the Company) is a member of an affiliated
    service group (within the meaning of Code section 414(m)), and

    (4)           any entity required to be aggregated with the
    Company pursuant to Code section 414(o) and the regulations thereunder;

    provided that, for purposes of Article 8 (regarding maximum benefit
    limitations), in determining common control under Code sections 414(b) and
    (c), the phrase "more than 50 percent" shall be substituted for the phrase
    "at

  

4





 least 80 percent" each place the latter appears in Code section 1563
    (and regulations thereunder) and in regulations under Code section 414(c).

  

(d)           "Annual Pay Credits" shall mean amounts credited to a
Member's Cash Balance Account, in accordance with Section 4.1(d).

(e)           "Annuity Starting Date" shall be defined as follows:


  
     (1)         Benefits Payable in the Form of an Annuity. In the
    case of benefits payable in the form of an annuity, Annuity Starting Date
    shall mean the first day of the first period for which an amount is payable
    under the Plan. 

    (2)          Benefits Payable in the Form of a Lump-Sum Payment.
    In the case of a benefit payable in the form of a lump-sum payment, Annuity
    Starting Date shall mean the date on which all events have occurred which
    entitle the Member to such benefit, but in no event earlier than the date
    that benefits become payable to the Member under Section 4.1, 4.2, 4.3, 4.4
    or 6.5, whichever is applicable. 

    (3)          Administrative Delay. For purposes of subsection (1),
    if a benefit payment under the Plan has become payable to a Member but
    distribution has not yet occurred solely for administrative reasons, the
    Member's Annuity Starting Date shall be deemed to have occurred on the date
    such payment first became payable.

  



(f)        "Anniversary Year" shall mean (1) the twelve-month period
following the date on which an Employee first begins his employment with the
Company or an Affiliated Company, as well as successive twelve-month periods
thereafter, and (2) the twelve-month period following the date on which an
Employee returns to the employ of the Company or an Affiliated Company after
incurring a One-Year Break in Service, as well as successive twelve-month
periods thereafter. No Anniversary Year shall be credited for purposes of
vesting under Section 4.2(a) unless in such Anniversary Year the Employee has
completed 1,000 or more Hours of Service for the Company or an Affiliated
Company.   

(g)        "Associate Company" shall mean any Affiliated Company of
which Minerals Technologies Inc. owns directly or indirectly at least 80% of the
issued and outstanding shares of stock, which, with the consent of Minerals
Technologies Inc., adopts the Plan pursuant to the provisions of Section 9.8
hereof, and, when action is required to be taken hereunder by an Associate
Company, such action shall be authorized by its Board of Directors. 

(h)        "Automatic Joint and Surviving Spouse Annuity" shall mean
the annuity form of benefit payments described in Section 6.2.   

(i)        "Beneficiary" shall mean the person, persons or trust, or
the Member's estate, designated under Section 6.6 to receive benefits under the
Plan after the Member's death. 

5



(j)        "Career Earnings" shall mean the Member's aggregate
Earnings during his period of Creditable Service, except that: 


  (1)          if the Member was employed on April 1, 1998, the Member's
  Earnings for each calendar year prior to 1998 shall be the average of such
  Member's Earnings during the five consecutive calendar years prior to 1998
  during which the Member rendered Creditable Service which yield the highest
  average, provided such Member's Earnings are not reduced thereby; and

  (2)          if the Member was employed on July 1, 1995, but terminated
  employment prior to April 1, 1998, the Member's Earnings for each calendar
  year prior to 1995 shall be the average of such Member's Earnings during the
  five consecutive calendar years prior to 1995 during which the Member rendered
  Creditable Service which yield the highest average; provided such Member's
  Earnings are not reduced thereby; and

  (3)          if the Member was employed on October 22, 1992, but terminated
  employment before July 1, 1995, the Member's Earnings for each calendar year
  prior to 1992 shall be the average of such Member's Earnings during the five
  consecutive calendar years prior to 1992 during which the Member rendered
  Creditable Service which yield the highest average, provided such Member's
  Earnings are not reduced thereby; and

  (4)          in each case, only the Member's Earnings during his last 35
  years of Creditable Service shall be counted; provided, however, that, such a
  calculation shall not lessen such Member's Career Earnings below the result of
  a prior calculation.



(k)        "Career Earnings Formula" shall mean the benefit formula
described in Section 4.1(b).   

(l)        "Cash Balance Account" shall mean the notional account
deemed to have been established for each Member for the purpose of determining
each Member's benefit under the Cash Balance Formula. 

(m)        "Cash Balance Formula" shall mean shall mean the benefit
formula described in Section 4.1(c).   

(n)        "Cessation of Participation Date" shall mean the date that
an Employee ceases to be an Eligible Employee, notwithstanding that he remains
an Employee on such date. 

(o)        "Code" shall mean the Internal Revenue Code of 1986, as in
effect at the time with respect to which such term is used. A reference to a
provision of the Code shall, if such provision is amended, refer to the
successor to such provision.   

(p)        "Company" shall mean Minerals Technologies Inc., a Delaware
corporation, and any successor corporation and, when action is required to be
taken hereunder by the Company, such action shall be authorized by the
Compensation and Nominating Committee or the Board of Directors of the Company.


6



(q)        "Creditable Service" shall mean the period of a Member's
employment with the Company or an Affiliated Company that is used to determine (i)
the amount of a Member's benefit under the Career Earnings Formula, (ii) whether
a Member has a vested, non-forfeitable right to his Retirement Benefit on the
Member's Severance from Service Date and (iii) eligibility for Disability
benefits under Section 4.4. Creditable Service shall be determined as follows:



  (1)          Years of Creditable Service. A Member shall be credited
  with a year of Creditable Service for each Anniversary Year during which he
  completes 1,000 or more Hours of Service; provided, however, that for purposes
  of calculating a Member's Retirement Benefit under the Career Earnings
  Formula, Hours of Service earned by the Member with an Affiliated Company that
  is not an Associate Company shall be disregarded in determining the Member's
  Creditable Service. No fractional years of Creditable Service shall be
  credited to a Member, except for purposes of determining (A) the
  Primary Social Security Benefit offset amount pursuant to Section 4.1(b)(2)
  and (B) a Member's Career Earnings and his eligibility for early retirement
  under Sections 4.2(b)(2)(A) and (B), in which event the Member's Creditable
  Service shall be determined on the basis of the months of employment with an
  Employer during the fractional Anniversary Year without regard to whether the
  Member completes 1,000 or more Hours of Service within such period. For
  purposes of the preceding sentence, a month of employment will be credited
  with respect to the Member's first and last month of employment with an
  Employer if the Member is employed for at least 15 days in each such month.
  

  (2)          "Prior Service" shall mean service rendered by a person
  who is in the service of an Employer before the date on which he becomes a
  Member and who continues in service on and after the date he becomes a Member.
  Except as otherwise provided in Section 4.1 and Section 9.8, Prior Service of
  a Member shall be included in the Member's Creditable Service. 

  (3)          "Special Service" shall mean service rendered outside
  the United States by an Employee employed by a corporation which is an
  Affiliated Company, but not an Associate Company, which service is rendered
  (1) before the date on which such Employee becomes a Member; provided, that
  such Employee continues in service of the Company or an Affiliated Company on
  and after the date he becomes a Member, or (2) subsequent to the date the
  Employee becomes a Member, provided that such employment is uninterrupted and
  that the Member returns to the employment of an Employer immediately following
  such service. Special Service of a Member shall be included in the Member's
  Creditable Service. 

  (4)          Pfizer Plan Membership. With respect to any Member who
  was an active participant of the Pfizer Plan immediately prior to October 22,
  1992 and who commenced employment with the Company or any of its subsidiaries
  on or after October 22, 1992 and prior to June 1, 1993, Creditable Service
  shall include any service credited such Member under the Pfizer Plan provided
  such Member was an active participant of the Pfizer Plan immediately prior to
  such Member's employment by the Company or any of its subsidiaries. 

  7

  

  (5)          Other Company Service. Creditable Service shall include
  service with an employer other than an Employer or an Affiliate which service
  is recognized as Creditable Service pursuant to Schedule E. 

  (6)          Military Leave. An Employee who is absent from work
  with the Company or an Affiliated Company for voluntary or involuntary service
  with the armed forces of the United States shall be credited with Creditable
  Service for the time spent on active duty in the armed forces; provided that
  such Employee returns to active service with an Employer within the time
  limits provided by law after their separation or discharge from active duty
  from the armed forces, having satisfactorily completed their period of
  training and service. In the event an Employee who would otherwise be credited
  with Creditable Service for the time spent on active duty in the armed forces
  except for such Employee's failure to return to active service with an
  Employer pursuant to the preceding sentence shall nevertheless be credited
  with up to 501 Hours of Service for such period of military service.
  Notwithstanding any provision of the Plan to the contrary, effective as of
  December 12, 1994, contributions, benefits and service credit with respect to
  qualified military service will be provided in accordance with Code Section
  414(u). 

  (7)          Leave of Absence. Interruption of active service on
  account of leave of absence authorized by an Employer shall not be considered
  termination of service. Time spent on authorized leave of absence shall be
  credited for the purpose of computing length of service and benefits payable
  under the Career Earnings Formula on the following basis: Members shall
  receive credit for each full year spent on authorized leave of absence for
  each full year of Creditable Service that they render to an Employer following
  return to active service, except that time spent on authorized leave of
  absence for medical reasons shall be credited without requirement of
  subsequent Creditable Service and time spent on civic leave shall be credited
  upon return to active service. 

  (8)          Effect on Creditable Service of Reemployment After
  Severance From Service Date. An Employee who is reemployed after his
  Severance from Service Date shall have Creditable Service that was credited to
  such Employee prior to his Severance from Service Date reinstated upon
  reemployment as follows: 

  
    (A)    If the Employee is reemployed before a One-Year Break in Service
    occurs, the Creditable Service the Employee had at the time of his Severance
    from Service Date shall be reinstated upon the Employee's reemployment. 

    (B)    If the Employee is reemployed after a One-Year Break in Service
    occurs, the Creditable Service the Employee had at such One-Year Break in
    Service shall be disregarded if-

    
      (i)    the Employee was not vested as to any part of his benefit under
      the Plan prior to a One-Year Break in Service, and 

      (ii)    the number of consecutive One-Year Breaks in
      Service equals or exceeds the greater of five or the aggregate number of
      years of Credited Service completed prior to such One-Year Break in
      Service;

      8

    

  



      


  
    
       provided, however, that the Creditable Service that such employee
      had prior to a One-Year Break in Service shall not be disregarded pursuant
      to this subsection (ii) if the employee completes at least 24 consecutive
      months of Creditable Service following his reemployment.

    

    If a reemployed Employee does not forfeit his Creditable Service as
    provided above, solely for purposes of determining his Career Earnings, the
    last calendar year in which he rendered Creditable Service shall be treated
    as being consecutive with the first calendar year in which he renders
    Creditable Service after his reemployment.

    Notwithstanding the foregoing, for purposes of determining a Member's
    Retirement Benefit under the Career Earnings Formula, following
    reemployment, no Creditable Service shall be credited for any Anniversary
    Year subsequent to a Member's Severance from Service Date if such
    reemployment occurs on or after January 1, 2002.

  



(r)        "Disability" shall mean the inability of a Member, who is
participating in a long-term disability plan of an Employer, to perform his
duties for an Employer as a result of any bodily injury or disease or mental
infirmity and for which the Member is receiving disability benefits under such
long-term disability plan. A Member who suffers a Disability shall be considered
"Disabled" only during the period in which he is receiving disability benefits
under an Employer's long-term disability plan.   

(s)        "Disability Leave Status" shall
mean the status of a Member who, for purposes of the Career Earnings Formula,
has been determined to be Disabled and who has completed at least five years of
Creditable Service at the time his Disability began. 

(t)        "Earnings." 


  (1)          Items Included. Earnings shall mean actual salary,
  wages, bonus (except as otherwise provided under Section 2.1(t)(2)), and other
  remuneration earned by an Employee from an Employer for his service with an
  Employer, as determined by such Employer. Earnings shall include pre-tax
  contributions under (A) the Company's Savings and Investment Plan, (B) a
  cafeteria plan under Code section 125 and (C) a transportation fringe benefit
  plan under Code section 132(f)(4). Earnings shall also include earnings from
  Pfizer to the extent that Pfizer has transferred the accumulated benefit
  obligation of such person under the Pfizer Plan to the Company under the terms
  and conditions of the Reorganization Agreement between Pfizer Inc. and
  Minerals Technologies Inc. dated as of September 28, 1992. 

  (2)          Items Excluded.
  Earnings shall not include any part of the cost of any employee benefit (other
  than pre-tax contributions under (A) the Company's Savings and Investment
  Plan, (B) a cafeteria plan under Code section 125 or (C) under a
  transportation fringe benefit plan under Code section 132(f)(4)), including
  without limitation stock options, perquisites and group insurance, matching
  contributions under the Company's Savings and Investment Plan, or of any
  expense reimbursement, including, without limitation,

  9



  


  relocation costs, or of any remuneration received in the form of salary
  continuance or lump-sum severance by an Employee while no longer providing
  services to the Company. No part of any bonus or other remuneration forming
  part of the compensation of any Employee shall be used to determine benefits
  under the Plan, if such bonus should cause such benefit to become
  discriminatory under the applicable provisions of the Code. 

  (3)          Limitation on Amount. Unless otherwise specifically
  provided in the Plan, the annual Earnings of each Employee that may be taken
  into account under the Plan shall not exceed the "applicable dollar amount" of
  an Employee's annual Earnings. For purposes of this Section 2.1(s), the term
  "applicable dollar amount" means the maximum annual compensation limit which
  is (A) $200,000 as adjusted for the cost of living in accordance with Code
  section 415(d) for Plan Years beginning before January 1, 1994, (B) $150,000,
  as adjusted for the cost of living in accordance with Code section
  401(a)(17)(B) for Plan Years beginning January 1, 1994 and ending December 31,
  2001, and (C) beginning January 1, 2002, $200,000, as adjusted for the cost of
  living in accordance with Code section 415(d). In determining the Earnings of
  a Member for purposes of the aforementioned limitations for Plan Years
  beginning prior to January 1, 1997, if any individual is a member of the
  family of a 5-percent owner or of a Highly Compensated Employee (as defined in
  Section 9.7(a)(2)) in the group consisting of the ten Highly Compensated
  Employees paid the greatest compensation during the year, then (A) such
  individual shall not be considered a separate employee and (B) any Earnings
  paid to such individual (and any applicable benefit on behalf of such
  individual) shall be treated as if it were paid to (or on behalf of) the
  5-percent owner or Highly Compensated Employee; provided, however, that the
  aforementioned term "family" shall include only the Spouse of the Member and
  any lineal descendants of the Member who have not attained age 19 before the
  close of the year. If, as a result of the application of the foregoing family
  aggregation rules, the applicable dollar amount is exceeded, then the limit
  shall be prorated among the individuals in proportion to each such
  individual's Earnings as determined under this section 2.1(t) prior to the
  application of the limit.



(u)        "Effective Date" shall mean October 22, 1992.   

(v)        "Eligible Employee"
shall mean a person who (1) is included in a group or class designated by the
Company as eligible for membership in the Plan and (2) is in the service of an
Employer within the United States of America or is a United States citizen in
the service of an Employer outside of the continental limits of the United
States of America. Eligible Employee shall not include any person who is
included in a unit of employees covered by a collective bargaining agreement
that does not provide for the coverage of such person under the Plan if there is
evidence that retirement benefits were the subject of good faith bargaining. A
person who is a United States citizen and who is employed outside the
continental limits of the United States of America in the service of a foreign
subsidiary (including foreign subsidiaries of such foreign subsidiary) of the
Company shall be considered, for all purposes of the Plan, as employed in the
service of the Company if (A) the Company has entered into an agreement under
Code section

10



 3121(1) which applies to the foreign subsidiary of which such person is
an employee and (B) contributions under a funded plan of deferred compensation,
whether or not a plan described in Code section 401(a), 403(a), or 405(a) are
not provided by any other person with respect to the remuneration paid to such
individual by the foreign subsidiary. The groups and classes designated by the
Company are set forth in Schedule A.


(w)        "Employee" shall mean any individual employed by an
Employer or an Affiliated Company. The term Employee excludes any Leased
Employee. The term Employee shall also not include any person who performs
services for an Employer under an agreement or arrangement (which may be
written, oral and/or evidenced by an Employer's payroll practices) with the
individual or with another organization that provides the services of the
individual to an Employer, pursuant to which the person is treated as an
independent contractor or is otherwise treated as an employee of an entity other
than an Employer, irrespective of whether the individual is treated as an
employee of an Employer under common law employment principles or pursuant to
the provisions of Code section 414(m), 414(n), or 414(o).   

(x)        "Employer" shall mean the Company and any Associate
Company. 

(y)        "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as in effect at the time with respect to which such term is used. A
reference to a provision of ERISA shall, if such provision is amended, refer to
the successor to such provision.   

(z)        "Former Eligible Employee" means an Employee who was an
Eligible Employee immediately prior to his or her Cessation of Participation
Date. 

(aa)        "Hour of Service" 


  (1)      General Definition of Hour of Service. The term "Hour of
  Service" shall mean each hour for which the Employee is directly or indirectly
  paid or entitled to payment by an Employer or an Affiliate-- 

  
    (A)    for the performance of duties, 

    (B)    on account of a period of time during which no duties are
    performed (regardless of whether or not the employment relationship has
    terminated) due to vacation, holiday, illness, incapacity (including
    Disability), layoff, jury duty, military duty, or leave of absence, or

    (C)    for which back pay, irrespective of mitigation of damages, is
    either awarded or agreed to by an Employer or an Affiliated Company; 

    provided, however, that no hour shall be credited as an Hour of Service
    under more than one of the preceding paragraphs.

  

  (2)     Maternity/Paternity Leave. In the
  case of Maternity/Paternity Leave, up to 501 Hours of Service shall be
  credited in the Anniversary Year in which the Maternity/Paternity Leave
  begins, if the Employee would otherwise have incurred a One-Year Break in

  11



  


  Service in that Anniversary Year, otherwise up to 501 Hours of Service
  shall be credited in the following Anniversary Year to prevent a One-Year
  Break in Service. Maternity/ Paternity Leave means an absence from work (A) by
  reason of the pregnancy of an Employee, (B) by reason of the birth of a child
  of an Employee, (C) by reason of the placement of a child with the Employee in
  connection with the adoption of the child, or (D) for the purposes of caring
  for the child during the period immediately following the birth or placement
  for adoption. 

  (3)     Credited Hours of Service. 

  
    (A)          Equivalency Method. With respect to periods of
    employment prior to July 1, 2005, each Employee shall be credited with Hours
    of Service on the basis of an assumed 190 Hours of Service per month for
    each month for which the Employee would have received at least one Hour of
    Service in accordance with this definition to the extent that it does not
    result in crediting Hours of Service more than once with respect to any
    period.

    (B)          General Method. With respect to periods of employment
    subsequent to June 30, 2005, Hours of Service shall be determined by the
    Employer or Affiliated Company from records of actual hours worked by each
    Employee in accordance with (I) this definition to the extent that it does
    not result in crediting Hours of Service more than once with respect to any
    period and (II) the requirements of Department of Labor Regulation section
    

    2530.200b-2(a)(1), (2) and (3). 

  

  (4)     Special Rules for Determining Hours of Service. In the case
  of a payment which is made or due on account of a period during which an
  Employee performs no duties, Hours of Service will be determined in accordance
  with Department of Labor Regulations section 2530.200b-2(b) and (c).



(bb)        "Interest Credits" shall mean the amounts credited to a
Member's Cash Balance Account in accordance with Section 4.1(e).   

(cc)        "Leased Employee" shall mean any person (other than an
Employee of the Company or an Associate Company) who pursuant to an agreement
between the Company or an Associate Company and any other person ("leasing
organization") has performed services for the Company or an Associate Company
(or for the Company or an Associate Company and related persons determined in
accordance with section 414(n)(6) of the Code) on a substantially full time
basis for a period of at least one year, and such services are performed under
the primary direction or control of the Company or an Associate Company. 

12



(dd)        "Member" shall mean an Employee or former Employee who has
become a Member under Article 3. A Member shall continue to be a Member as long
as he has an undistributed beneficial interest in the Plan.   

(ee)        "Normal Retirement Age" shall mean age 65 if the Employee
commenced employment on or before July 31, 2002, or the later of the date the
Employee attains age 65 or completes five years of Creditable Service, if the
Employee commences employment on or after August 1, 2002. 

(ff)        "Normal Retirement Date" shall mean the first day of the
calendar month coinciding with or next following the date on which the Member
attains Normal Retirement Age.   

(gg)        "One Year Break in Service" shall mean an Anniversary Year
in which a Member is credited with 500 or fewer Hours of Service.  


(hh)        "Pfizer Plan" shall mean the Pfizer Inc. Retirement
Annuity Plan. 

(ii)        "Plan" shall mean the Minerals Technologies Inc.
Retirement Plan, as set forth in this document and as amended from time to time.
  

(jj)    "Plan Year" shall mean the period beginning January 1 and
ending December 31. 

(kk)  "Primary Social Security Benefit" shall mean the annual amount
available to the Member at age 65, or later if the Member retires after age 65,
under the Old Age Insurance provisions of Title II of the Social Security Act in
effect at his Severance from Service Date, without regard to any increases in
the wage base or benefit levels that take effect after the date of termination
of employment, subject to the following: 


  (A)          A Member's Primary Social Security Benefit shall be determined
  (1) with respect to the period prior to the Member's Severance from Service
  Date, by applying a salary scale which is the actual change in average wages
  from year to year as determined by the Social Security Administration,
  projected backwards, from the Member's Earnings for the calendar year in which
  the Member's Severance from Service Date occurs (or the Member's Earnings
  during the calendar year immediately preceding the calendar year in which the
  Member's Severance from Service Date occurs, if Earnings during such year are
  greater) and (2) in the event that the Member's Severance from Service Date
  occurs prior to attainment of age 65, by assuming that the Member's Earnings
  as determined in (1) will continue to be earned by the Member until age 65.
  Notwithstanding the foregoing, if a Member whose Severance from Service Date
  occurs prior to attainment of age 65 retires pursuant to Section 4.2(b)(2)(B),
  such Member's Primary Social Security Benefit shall be estimated by assuming
  that the Member will not receive any income after retirement which would be
  treated as wages for purposes of the Social Security Act.

  (B)          Notwithstanding the foregoing, actual salary history will be
  used to calculate the Primary Social Security Benefit if this will result in a
  larger benefit under the Career Earnings Formula for the Member, but only if
  documentation of such history is provided by the

  13



  


   Member within two years after the later of his Severance from Service
  Date or the date the Member receives notice of his benefits under the Plan.



(ll)        "Retirement Benefit" shall mean the benefit payment to
which a Member is entitled under Section 4.1, 4.2, 4.3 or 4.4, whichever is
applicable.             

(mm)     "Retirement Committee" shall mean those individuals
designated by the Board of Directors of the Company to serve as Members of the
Retirement Committee. 

(nn)      "Severance from Service Date" shall mean the earlier of the
following dates: 


   (1)    the date on which the Employee terminates voluntarily, retires, is
  discharged or dies; or 

   (2)    the first anniversary of the first date of a period in which an
  Employee remains absent from the service of an Employer for any reason other
  than voluntary termination, retirement, discharge or death, such as vacation,
  holiday, sickness, disability (other than a condition that renders the
  Employee Disabled as defined in Section 2.1(r)), leave of absence (other than
  a leave granted for military service) or lay-off; provided, however, that in
  the event an Employee shall quit, retire, die or be discharged prior to said
  first anniversary, his Severance from Service Date shall be the first day of
  such period of absence unless the Employee shall return to employment prior to
  such anniversary date.



(oo)      "Single Life Annuity" shall mean an annuity providing equal
monthly payments for the lifetime of the Member with no survivor benefits.  


(pp)      "Spouse" shall mean the person of the opposite sex to whom a
Member has been legally married (as determined in accordance with the laws of
the jurisdiction in which he resides) throughout the one-year period preceding
the earlier of the Member's Annuity Starting Date or the date of the Member's
death. 

(qq)      "Trust Agreement" shall mean the agreement under which Plan
assets are held and invested pursuant to Article 12 hereof.   

(rr)      "Trust Fund" or "Trust" shall mean the trust fund
established under Article 12 to hold the assets of the Plan. 

(ss)      "Trustee" shall mean the person or persons acting as trustee
of the Trust Fund. 

2.2    Gender and Number


Whenever applicable, the masculine gender, when used in the Plan, shall
include the feminine or neuter gender, and the singular shall include the
plural.

 

Article 3.    Participation 


14



3.1    Commencement of Participation 



  (a)    Employees Who Were Members on December 31, 2001. Each
  Employee on December 31, 2001, who was a Member in the Retirement Annuity Plan
  on such date shall be a Member in the Plan on January 1, 2002, provided he is
  then an Eligible Employee. 

  (b)    Other Employees. Each other Employee shall become a Member on
  the first day on which the Employee is credited with an Hour of Service,
  provided he is then an Eligible Employee.



3.2    Cessation of Participation 

Notwithstanding any other provision of the Plan to the contrary, as of a
Former Eligible Employee's Cessation of Participation Date, such Former Eligible
Employee shall continue to earn Creditable Service for purposes of determining
his vested status under Section 4.2, but, effective December 30, 2005, in no
event shall such a Former Eligible Employee continue to earn Creditable Service
for purposes of (A) the calculation of his Career Earnings under Section 4.1(b);
or (B) his eligibility for Disability benefits under Section 4.4. Furthermore,
in no event shall such a Former Eligible Employee's Earnings be recognized, nor
shall he accrue benefits under, either the Career Earnings Formula or the Cash
Balance Formula following such Former Eligible Employee's Cessation of
Participation Date, except as specifically set forth below. With respect to any
benefits under the Plan that accrue after December 30, 2005, a Former Eligible
Employee's age on his or her Cessation of Participation Date shall be used for
purposes of determining such Former Eligible Employee's age under Sections
4.2(b)(2)(A)(B) and (C).

Notwithstanding the foregoing, a Former Eligible Employee shall continue to
earn Interest Credits pursuant to Section 4.1(e), and such Former Eligible
Employee's Cash Balance Account shall continue to be credited with such Interest
Credits, until the last day of the month prior to the month in which payment
under the Plan commences in accordance with Section 4.1(e). 

If such a Former Eligible Employee again becomes an Eligible Employee, he
shall be treated as if he were reemployed, and shall be covered under the Cash
Balance Formula, consistent with Sections 4.1 (b) and (c).

 

Article 4.    Normal Retirement Benefit 

4.1    Normal Retirement Benefit 



  (a)    In General. A Member who attains Normal Retirement Age while
  employed by an Employer or an Affiliated Company shall be entitled to a
  nonforfeitable benefit, calculated as a Single Life Annuity commencing on his
  Normal Retirement Date. 

  (b)    Career Earnings Formula. The Career Earnings
  Formula shall be used to determine the Normal Retirement Benefit of each
  Member who was an Employee of an Employer on December 31, 2001; provided,
  however, that, in the case of a Member who, following his Severance from
  Service Date, is reemployed by an Employer on or after January 1, 2002, the
  Career Earnings Formula

  15



  


  shall not be applicable with respect to the Member's period of employment
  with an Employer which occurs subsequent to the date of the Member's
  reemployment. The benefit payable at the Normal Retirement Date of an Employee
  under the Career Earnings Formula, shall be equal to the greater of-- 

  (1)      1.4% of the Member's Career Earnings; or 

  (2)     1.75% of the Member's Career Earnings, less 1.50% of his Primary
  Social Security Benefit multiplied by his years of Creditable Service, but in
  no event more than 35 years of Creditable Service.

  Notwithstanding the foregoing, unless otherwise provided herein, each
  Section 401(a)(17) Member's Accrued Benefit under the Career Earnings Formula
  will be the greater of the Accrued Benefit determined for such Member under
  (A) or (B) below:

  
    (A)          the Section 401(a)(17) Member's Accrued Benefit determined
    with respect to the benefit formula applicable for the Plan Year beginning
    on or after January 1, 1994, as applied to such Member's total years of
    Creditable Service taken into account under the Career Earnings Formula for
    the purposes of benefit accruals, or

    (B)          the sum of:

    
      (i)          the Section 401(a)(17) Member's Accrued Benefit as of the
      last day of the last Plan Year beginning before January 1, 1994, frozen in
      accordance with section 1.401(a)(4)-13 of the Treasury Regulations, and

      (ii)          the Section 401(a)(17) Member's Accrued Benefit
      determined under the benefit formula applicable for the Plan Year
      beginning on or after January 1, 1994, as applied to such Member's years
      of Creditable Service for Plan Years beginning on or after January 1,
      1994, for purposes of benefit accruals.

    

    A "Section 401(a)(17) Member" means a Member whose current Accrued
    Benefit as of a date on or after the first day of the first Plan Year
    beginning on or after January 1, 1994, is based on Career Earnings for a
    year beginning prior to the first day of the first Plan Year beginning on or
    after January 1, 1994, that exceeded $150,000.

    In the case of any group or class of Members, an Employer may limit the
    Prior Service of persons included in such group or class to service rendered
    on and after a date to be determined by an Employer.

    Except in the case of a person in the service of a corporation which
    becomes an Associate Company, the Prior Service benefits of any Member who
    was absent from his Employer during all or part of the calendar year next
    preceding the date

    16

  



    


  
    he becomes a Member, because of sickness, Disability, service in the
    armed forces of the United States, or like reasons beyond his control, and
    who entered the service of his Employer prior to such calendar year, shall
    be computed by crediting to him as Earnings for such calendar year the
    following Earnings:

    
      (I)          all Earnings actually received
      by such Member in such calendar year before or after the period of absence
      from his Employer, and

      (II)          the Earnings he would have
      received in such calendar year during the period of absence based on a
      forty-hour week at his straight-time rate of pay at the time of leaving
      his Employer and any increased rate to which he would have been entitled
      as a result of automatic length-of-service increases or a general
      increase, and any bonuses or other payments made in such calendar year
      during such period of absence to which he would normally have been
      entitled.

    

  



(c)    Cash Balance Formula. The Cash Balance Formula shall be used to
determine the Normal Retirement Benefit of each Member whose employment with an
Employer commences on or after January 1, 2002. The Cash Balance Formula shall
be also used to determine the Normal Retirement Benefit of any Member who is
reemployed by an Employer on or after January 1, 2002, with respect to the
determination of such Member's Normal Retirement Benefit attributable to service
occurring subsequent to his reemployment date. Under no circumstances shall a
Member accrue benefits under the Career Earnings Formula and the Cash Balance
Formula with respect to the same periods of Creditable Service. The benefit
payable at the Normal Retirement Date of an Employee under the Cash Balance
Formula shall be equal to the sum of-- 

          (1)    Annual Pay Credits pursuant to Section 4.1(d); and

          (2)    Interest Credits pursuant to Section 4.1(e). 

 (d)    Annual Pay Credits. As of the first day of each Plan Year, an
Annual Pay Credit shall be credited to the Cash Balance Account of each Member
whose benefit is determined under the Cash Balance Formula (including each such
Member who retired, died, or otherwise terminated during the prior Plan Year),
who received Earnings during the prior Plan Year. The Annual Pay Credit shall
equal such Member's Earnings for the prior Plan Year multiplied by five percent
(5%). Notwithstanding the foregoing, in the final year of a Member's employment,
an Annual Pay Credit will be credited to such Member's account, calculated by
multiplying such Member's Earnings in the current Plan Year up to the Member's
termination date by five percent (5%). 

(e)    Interest Credits. Interest Credits based on the amount of the
Member's Cash Balance Account as of the last day of each Plan Year shall be
added to the Cash Balance Account of each Member whose benefit is determined
under the Cash Balance Formula as of the last day of the Plan Year, prior to the
crediting of any Annual Pay Credit or other credit for the following Plan Year.
In the final year of employment of each such Member, interest at the same rate
as used in determining the Interest Credit on the last day of the Plan Year in
which the Member's employment is

17



 terminated, shall be credited on a pro rata
basis up to the date such Member's benefits commence to the Member's Cash
Balance Account as of January 1 of the Plan Year in which the Member's
employment terminates. Effective January 21, 2004, the preceding sentence shall
only apply if the Member elects to receive his benefit prior to the end of the
Plan Year in which the Member's employment terminates and no additional Interest
Credit will be applied as of the end of the Plan Year to any Annual Pay Credit
accrued to a Member's Cash Balance Account based on his Earnings in the final
year of the Member's employment where the Member elected to receive his benefit
prior to the end of the Plan Year in which the Member's employment terminates.
Except as provided below, Interest Credits shall cease once benefit payments
have commenced to the Member.

If a Member who is currently receiving Retirement Benefits in any form other
than a lump-sum payment is re-employed, interest hereunder shall not be credited
to the Member's Cash Balance Account used to determine such benefits but shall
be credited to a new Cash Balance Account established on behalf of such Member.

Effective for Plan Years beginning on January 1, 2002 through January 1,
2004, the rate of interest used to determine the Interest Credits for a Plan
Year shall be the twelve-month average of the 30-year constant maturity Treasury
Bond rates (or the generally accepted proxy therefor (as published by the U.S.
Federal Reserve Board)) determined for the 12 months ending in November of the
immediately preceding Plan Year. Notwithstanding any other provision of the Plan
to the contrary, an Employer reserves the right to change the interest rate used
to determine Interest Credits at any time prior to the beginning of the Plan
Year in which such credit is added to the Member's Cash Balance Account.

Effective for Plan Years beginning after December 31, 2004, the rate of
interest used to determine the Interest Credits for a Plan Year shall be the
one-year constant maturity Treasury Bond rate (or the generally accepted proxy
therefor (as published by the U.S. Federal Reserve Board)) for the month of
November of the immediately preceding Plan Year plus one percentage point.
Notwithstanding any other provision of the Plan to the contrary, an Employer
reserves the right to change the interest rate used to determine Interest
Credits at any time prior to the end of the Plan Year in which such credit is
added to the Member's Cash Balance Account.

4.2    Vesting and Early Commencement of Retirement Benefit
Payments 

(a)    Commencement of Vested Retirement Benefits at Normal Retirement
Date. A Member whose Severance from Service Date occurs after he has
completed five or more Years of Creditable Service shall be entitled to receive
a Retirement Benefit commencing at Normal Retirement Date calculated in
accordance with Section 4.1, the monthly amount of which, if such benefit were
paid in the form of a Single Life Annuity, shall be equal to the Member's
Accrued Benefit at his Annuity Starting Date under the Career Earnings Formula
and/or the Actuarial Equivalent of his Cash Balance Account at his Annuity
Starting Date. Subject to the provisions of Article 6, any Retirement Benefit
payable under this section may be paid in the form of a Single Life Annuity, an
Automatic Joint and Surviving Spouse Annuity, or in another optional form of
payment provided under Section 6.3. 

18



 

If, at the Member's Severance from Service Date, a Member's vested Accrued
Benefit is zero, he shall be deemed to have received an immediate lump-sum
payment of his vested Accrued Benefit.

(b)    Commencement of Vested Retirement Benefits Before Normal Retirement
Date. 


  (1)    Provisions Applicable to Accrued Benefits Attributable to the
  Cash Balance Formula. Subject to the provisions of Article 6, a Member
  whose Severance from Service Date occurs after he has completed five or more
  Years of Creditable Service shall be entitled to elect that the Retirement
  Benefit payable pursuant to the Cash Balance Formula, if any, commence on the
  first day of the month coincident with or following his Severance from Service
  Date up to his Normal Retirement Date. 

  (2)    Provisions Applicable to Commencement of Vested Retirement
  Benefits Attributable to the Career Earnings Formula. The Retirement
  Benefit determined under the Career Earnings Formula of a Member whose
  Severance from Service Date occurs prior to his Normal Retirement Date shall
  not commence until the Member's Normal Retirement Date, except as follows: 

  
    (A)          A Member whose Severance from Service Date occurs on or
    after the Member's attainment of age 55 and following his completion of 10
    Years of Creditable Service may elect to commence his Retirement Benefit as
    of the first day of any month prior to the Member's Normal Retirement Date.
    If such a Member elects an Annuity Starting Date that is prior to the
    Member's Normal Retirement Date, the Retirement Benefit payable as of such
    date shall equal the Member's Accrued Benefit multiplied by the applicable
    percentages contained in Schedule B;

    (B)          A Member whose Severance from Service Date occurs on or
    after the date as of which the sum of the Member's age and the Member's
    Years of Creditable Service equal or exceed a total of 90 years may elect to
    commence his Retirement Benefit as of the first day of any month on or after
    the Member's attainment of age 55 and prior to the Member's Normal
    Retirement Date. If such a Member elects an Annuity Starting Date that is
    prior to the Member's Normal Retirement Date, the Retirement Benefit payable
    as of such date shall equal the Member's Accrued Benefit multiplied by the
    applicable percentages contained in Schedule C;

    (C)            A
    Member whose Severance From Service Date occurs on or after the date as of
    which the Member has completed five or more Years of Creditable Service but
    prior to the date as of which the Member satisfies the requirements of
    Sections 4.2(b)(2)(A) and (B), such Member may elect to commence his
    Retirement Benefit as of the first day of any month prior to the Member's
    Normal Retirement Date on or after the Member has attained age 55. If such a

    19

  



    


  
     Member elects an Annuity Starting Date that is prior to the
    Member's Normal Retirement Date, the Retirement Benefit payable as of such
    date shall equal the Member's Accrued Benefit multiplied by the applicable
    percentages contained in Schedule D.

    (D)        The foregoing notwithstanding, the Retirement Benefit of a
    Member who has completed at least five Years of Creditable Service shall in
    no event be less than the Retirement Benefit to which the Member would have
    been entitled had his Severance from Service Date occurred on December 31,
    1993, under the terms and conditions of the Plan as then in effect (the
    "1993 Annuity"). A Member may elect to receive his 1993 Annuity, if any,
    prior to attaining age 55 but in no event prior to attaining age 50. If such
    a Member elects an Annuity Starting Date for this 1993 Annuity that is prior
    to the Member attaining age 55, the benefit payable as of such date shall
    equal the Member's 1993 Annuity, reduced by 4% for each year (or portion
    thereof determined on a monthly basis) that it is received prior to age 65,
    measured from the Annuity Starting Date.

    If a Member makes such an election, the remaining portion of his Accrued
    Benefit, if any, determined as of the date he elects to receive the 1993
    Annuity and expressed as a benefit payable at age 65, shall be the amount
    obtained by subtracting the Member's reduced 1993 Annuity from the product
    of his Accrued Benefit multiplied by the Actuarial Factor. The resulting net
    benefit amount, if any, is then divided by the Actuarial Factor to obtain
    the remaining benefit payable at age 65. For purposes of this computation,
    the "Actuarial Factor" shall mean the product of 40% multiplied by the
    actuarial equivalent benefit of an annual benefit of $1 commencing at age
    55, determined as of the date the Member begins to receive his 1993 Annuity.
    The remaining portion of the Accrued Benefit so determined shall be payable
    under the terms and conditions of the Plan in effect at the Member's
    termination of employment. 

    A Member who terminates employment with a vested right to his 1993
    Annuity may elect to receive the 1993 Annuity in any of the optional forms
    of benefit available to such Member as in effect under the Plan on December
    31, 1993.

  



4.3    Deferred Retirement 


  (a)    Amount of Benefit. A Member who remains an
  Eligible Employee beyond his Normal Retirement Date shall be entitled to a
  Deferred Retirement Benefit, calculated in accordance with Section 4.1 and in
  accordance with the provisions of the Plan as in effect as of his Severance
  from Service Date. The monthly amount of a Member's benefit payable under this
  section, if such benefit were payable in the form of a Single Life Annuity,
  shall be the Actuarial Equivalent of his Cash Balance Account or his
  Retirement Benefit under the Career Earnings Formula at his Severance from
  Service Date. Subject to the provisions of Article 6, any benefit payable
  under this section may be paid in the form of a Single Life Annuity, an
  Automatic Joint and Surviving Spouse Annuity, or in an optional form of payment under Section 6.3. 

  20



  


   

  (b)    Commencement of Benefit. Subject to the provisions of Article
  6, and except as provided in Sections 4.3(c) and (d), such Deferred Retirement
  Benefit payments shall commence as of the first day of the calendar month
  coincident with or next following the Member's Severance from Service Date.
  

  (c)    Limited Service. Notwithstanding any other provision of the
  Plan, with respect to the period from his Normal Retirement Date to his
  Severance from Service Date, the Member shall receive Normal Retirement
  Benefit payments for each month in which he is compensated for fewer than 40
  Hours of Service. 

  (d)    Suspension of Benefits Notice Procedures. In the case of a
  Member who remains an Employee beyond his Normal Retirement Date, Sections 5.2
  and 5.3 (suspension of benefits) shall apply for any month commencing after
  Normal Retirement Date in which he is compensated for 40 or more Hours of
  Service.



4.4    Disability Retirement 


  (a)    Effect of Disability Leave Status on Benefits Under the Career
  Earnings Formula. Upon becoming Disabled, a Member who has completed at
  least five years of Creditable Service will be eligible for Disability Leave
  Status. Such status may be terminated or suspended by the Retirement Committee
  if at any time before age 65 the Member again engages in regular full-time
  employment, fails or refuses to undergo any medical examination ordered by the
  Retirement Committee, or the Retirement Committee determines on the basis of a
  medical examination that the Member has sufficiently recovered to engage in
  regular full-time employment. While on Disability Leave Status, a Member will
  be credited with Creditable Service, and with Earnings at the same rate as he
  had earned in the calendar year prior to the calendar year in which he became
  Disabled, until the Member retires, dies, reaches age 65, or his Disability
  Leave Status is sooner terminated or suspended. 

  (b)    Effect of Disability on Benefits Under the Cash Balance Formula.
  If a Member who has completed at least five years of Creditable Service and
  who is an Employee suffers a Disability prior to termination, and, for reasons
  thereof, the Member's status as an Employee ceases, then such Member shall
  continue to be credited with Annual Pay Credits and Interest Credits during
  the period of such Disability as described below and as provided in Section
  4.1 as if the individual were still actively employed. For the purpose of
  determining a Disabled Member's Annual Pay Credits for any Plan Year, such
  Member's Earnings for any period of Disability shall be equal to the Member's
  Earnings during the full calendar year immediately preceding the date of such
  Disability (annualized in the event the Member did not receive 12 full months
  of Earnings). Additionally, Years of Creditable Service (determined on the
  basis of the Member's regularly scheduled Hours of Service as of the date
  immediately preceding the date of such Disability) shall continue to be
  credited during the period in which credits continue to be credited to the
  Member's Cash Balance Account. Annual Pay Credits for a Plan Year shall be
  determined based on the Disabled Member's attained age and Anniversary Years
  of Service (including the additional

  21



  


   service described above) as of the immediately preceding December 31.
  However, such credits shall cease upon the earliest to occur of: 



          (1)    the day on which the Member's long-term disability plan
payments cease; 

          (2)    the day the Member dies;

          (3)    the date the Member begins to receive benefit payments under
the Plan; or 

          (4)    the fifth anniversary of the last day the Member was
actively at work prior to such Disability, as determined by the Retirement
Committee.

4.5    Adjustment for In-Service Payments 

In the case of a Member whose benefit payments commence prior to his
Severance from Service Date pursuant to either section 4.3(c) or section 6.4(b)
(required commencement at age 70 1/2)--


  (a)    Retirement Benefits payable under the Career Earnings Formula shall
  be reduced to reflect the Actuarial Equivalent value of amounts previously
  paid to the Member as in-service payments; and 

  (b)    the Member's benefit determined under the Cash Balance Formula will
  be adjusted, if appropriate, in each calendar year beginning after the
  Member's Annuity Starting Date, to reflect changes in his Normal Retirement
  Benefit resulting from adjustments to the Member's Cash Balance Account for
  the next preceding calendar year.



4.6    Transfer of Employment 

In the case of a Member who transfers from employment with an Employer to a
nonparticipating Affiliated Company, he shall not earn Creditable Service for
Anniversary Years during which the Member is employed by the nonparticipating
Affiliated Company nor shall the Member's Earnings be recognized with respect to
such period. No Annual Pay Credits shall be made to the Member's Cash Balance
Account with respect to the period of such Member's employment with a
nonparticipating Affiliated Company, however, such Member's Cash Balance Account
shall continue to be credited with Interest Credits during such period until the
end of the month prior to the month in which payment under the Plan commences.

 

Article 5.    Effect of Continued Employment or
Reemployment on Retirement Benefits 

5.1    Reemployment After a Member's Annuity Starting Date


In the case of a Member who is reemployed by an Employer or an Affiliate
after he has received or begun to receive a benefit under the Plan, such
Member's participation in the Plan shall resume as of the date of such Member's
reemployment and benefit payments under the Plan shall be suspended during the
period of his reemployment with respect to benefits accrued prior to such
reemployment. The amount of the Member's Cash Balance Account attributable to
the Member's previous employment shall be equal to $0 upon such Member's
reemployment and a new Cash

22



 Balance Account shall be established with respect to such Member which
shall reflect Annual Pay Credits for periods after reemployment and related
Interest Credits.

5.2    Reemployment Before a Member's Annuity Starting Date


In the case of a Member who is reemployed by an Employer or an Affiliate
before he has begun to receive a benefit, such Member's participation in the
Plan shall resume as of the date of such Member's reemployment, provided,
however, that any benefits accrued by a Member who is reemployed on or after
January 1, 2002 shall be determined under the Cash Balance Formula, pursuant to
Section 4.1(c).

5.3    Reemployment or Continuation of Employment After a
Member's Normal Retirement Date 

In the case of a Member who is reemployed by an Employer or an Affiliate
after his Normal Retirement Date or who remains employed by an Employer or an
Affiliate after his Normal Retirement Date--


  (a)    no benefits shall be paid under the Plan for any month in which he
  is compensated for 40 or more Hours of Service; 

  (b)    for periods of employment or reemployment described in subsection
  (a) above, Department of Labor regulation section 2530.203-3, including the
  notice procedures described in Section 5.4, shall be followed; and 

            (1)    benefits paid after a subsequent Break in Service shall
  not be adjusted on account of payments suspended during periods of employment
  or reemployment.



5.4    Suspension of Benefits Notice Procedures 


In the case of a Member whose benefits are to be suspended after Normal
Retirement Age as a result of such Member's continuation of employment with an
Employer or an Affiliate, the Retirement Committee shall notify the Member of
any such suspension by personal delivery or first class mail during the first
calendar month for which payments are withheld. Such notice shall contain--


  (a)    a general description of the reasons why payments are suspended; 

  (b)    a general description of the Plan provisions relating to the
  suspension of benefits;

  (c)    a copy of such Plan provisions; 

  (d)    a statement that applicable Department of Labor regulations may be
  found in section 2530.203-3 of the Code of Federal Regulations; and 

  (e)    a statement that a review of the suspension may be requested under
  the claims procedure found in Section 11.10.



If the summary plan description ("SPD") contains information which is
substantially the same as the information required by this section, the
notification may refer the Member to the relevant pages of the SPD, provided
that the Member is informed as to how to obtain a copy of the SPD or the
relevant

23



 pages, and that requests for information are honored within 30 days.

 

Article 6    Form of Payment of Retirement Benefits 


6.1    Automatic Form of Payment 

Subject to Sections 6.2 through 6.5, a Member's benefit shall be paid in the
form of a Single Life Annuity (in the case of unmarried Member) and in the form
of an Automatic Joint and Surviving Spouse Annuity (in the case of married
Members) commencing on the date determined under the provisions of Article 4.

6.2    Automatic Joint and Surviving Spouse Annuity 



  (a)    General Rule. The benefit of a Member who has been married to
  his Spouse throughout the one-year period immediately preceding his Annuity
  Starting Date and who is entitled to receive monthly annuity payments under
  the Plan shall be payable in the form of an Automatic Joint and Surviving
  Spouse Annuity (as defined below), unless he has elected otherwise in
  accordance with Section 6.2(c). 

  (b)    Definition. "Automatic Joint and Surviving Spouse Annuity"
  shall mean an annuity that is the Actuarial Equivalent of a Single Life
  Annuity, provides a reduced level monthly benefit to the Member for his
  lifetime, and upon the Member's death, provides an annuity for the life of his
  surviving Spouse in a monthly amount equal to 50% of the monthly amount
  payable to the Member during his life." 

  (c)    Election Procedures. 

  
    
    (1)    General Rule. A married Member may elect in writing, on a
    form supplied by the Retirement Committee, to waive the Automatic Joint and
    Surviving Spouse Annuity, and to receive his benefits in the form of a
    Single Life Annuity or in accordance with an optional form of payment
    described in Section 6.3. Any election by a Member pursuant to this Section
    6.2(c)(1) must be filed with the Retirement Committee within the election
    period described in Section 6.2(c)(5). For such an election to be
    effective-- 

    (A)    the Member's Spouse must consent in writing to such election;

    (B)    such election must state the optional form of payment under
    Section 6.3 which is elected; 

    (C)    such election must designate a Beneficiary (if applicable);

    (D)    the Member's Spouse must acknowledge the financial consequences of
    such consent; and 

    24

  



    


  
    (E)    such Spouse's consent must be witnessed by a Plan representative
    or a notary public.

  

            (2)    Exception to Consent Requirement. The
  consent of a Member's Spouse shall not be required where-- 

  
    (A)    the Member has elected the form of payment described in Section
    6.3(d) and the Spouse is the Beneficiary thereunder; 

    (B)    the Retirement Committee determines that the required consent
    cannot be obtained because there is no Spouse or the Member's Spouse could
    not be located;

    (C)    the Retirement Committee determines that the Member is legally
    separated; 

    (D)    the Retirement Committee determines that the Member has been
    abandoned within the meaning of local law and there is a court order to that
    effect.

  

            (3)    Revocation and Modification. An election by a
  Member, pursuant to Section 6.2(c)(1), to waive an Automatic Joint and
  Surviving Spouse Annuity may be revoked by the Member, in writing, without the
  consent of his Spouse at any time during the election period. Any subsequent
  election by a Member to waive an Automatic Joint and Surviving Spouse Annuity
  or any subsequent modification of a prior election (other than a revocation of
  a waiver of an Automatic Joint and Surviving Spouse Annuity or a change in the
  form of payment or designation of Beneficiary where there is in effect a valid
  general consent with respect to the form of payment or designated Beneficiary
  (whichever is applicable)) must comply with the requirements set forth in
  Section 6.2(c)(1) above. A Spouse's consent shall be considered a "general
  consent" if the following requirements are satisfied-- 

  
    (A)    the consent permits the Member to waive the Automatic Joint and
    Surviving Spouse Annuity; 

    (B)    the consent permits the Member to change the optional form of
    benefit payment and/or the designated Beneficiary without any requirement of
    further consent by the Spouse; and

    (C)    the Spouse acknowledges in the consent that-- 

              (i)    the Spouse has the right to limit consent to a specific
    optional form of benefit and/or Beneficiary (as applicable), and

              (ii)    the Spouse voluntarily relinquishes either or both of
    such rights (as applicable).

  

  Notwithstanding any other provision of this Article 6 to the contrary, if,
  at any time subsequent to the Annuity Starting Date of a retirement benefit
  being paid to a Member in the form of an Automatic Joint and Surviving Spouse
  Annuity, the Plan receives a domestic

  25



  


   relations order determined by the Retirement Committee pursuant to
  Section 14.3 to be a qualified domestic relations order under Code section
  414(p), which order specifically provides that the Member's former Spouse who
  is the Member's contingent annuitant under the Automatic Joint and Surviving
  Spouse Annuity is no longer the Member's contingent annuitant for purposes of
  survivor benefits under the Plan, the Automatic Joint and Surviving Spouse
  Annuity shall thereupon be cancelled. Upon such cancellation of the Automatic
  Joint and Surviving Spouse Annuity, the Member shall elect any form of payment
  as shall be available under the Plan to the Member at the time of the
  cancellation of the Automatic Joint and Surviving Spouse Annuity; provided,
  however, that the amount of the retirement benefit payable after the
  cancellation of the Automatic Joint and Surviving Spouse Annuity shall be the
  Actuarial Equivalent of the Member's Accrued Benefit as of the Member's
  Annuity Starting Date reduced to reflect the value of the benefits previously
  received by the Member in the form of the Automatic Joint and Surviving Spouse
  Annuity.



          (4)    Validity of Spousal Consent. Any consent or
election under this provision shall be valid only with respect to the Spouse who
signs the consent or, if the Spouse's consent is excused by the Retirement
Committee, the designated Spouse, but shall be irrevocable once made. 
          

          (5)    Election Period. For purposes of this Section 6.2, a
Member's "election period" shall be the 90-day period ending on the Member's
Annuity Starting Date; provided, however, that if the written notification
described in Section 6.2(d) is furnished to a Member on or after the Member's
Annuity Starting Date, then (i) the Member's election period shall not end until
30 days after such notification is provided, and (ii) distributions must
commence to such a Member not more than 90 days after (or longer if distribution
has not yet occurred by such 90th day solely for administrative reasons) such
notification is provided (in which case the Annuity Starting Date affirmatively
elected by the Member shall be referred to as the "Retroactive Annuity Stating
Date" and shall be deemed to have occurred on the date such Member's Plan
benefits first became payable). Notwithstanding any provision of the Plan to the
contrary, for purposes of the foregoing, Plan benefits shall only be provided
based on a Retroactive Annuity Starting Date if all of the following conditions
are satisfied: 


  (A)    The Member affirmatively elects to use the Retroactive Annuity
  Starting Date. 

  (B)    The Member's Spouse, as of the time distributions
  actually commence (including an alternate payee who is treated as the Member's
  Spouse under a qualified domestic relations order as defined in Code section
  414(p)), consents to the Retroactive Annuity Starting Date election in a
  manner that satisfies the spousal consent requirements set forth herein.
  However, such spousal consent is not required where the amount of such
  Spouse's survivor annuity payments using the Retroactive Annuity Starting Date
  are no less than the amount that the survivor payments to such Spouse would
  have been under an optional form of benefit that would satisfy the
  requirements

  26



  


  to be a "qualified joint and survivor annuity" under Code section 417(b)
  and has an annuity starting date after the date that the notification was
  provided.

  (C)    The distribution (including appropriate interest rate adjustments)
  to the Member provided based on the Retroactive Annuity Starting Date would
  satisfy the requirements of Code section 415, if the date the distribution
  commences is substituted for the Annuity Starting Date for all purposes,
  including for purposes of determining the applicable interest rate and
  mortality table; provided, however, that such requirement is not applicable in
  the case of a distribution that commences 12 months or less from the
  Retroactive Annuity Starting Date, unless the form of benefit is a form of
  benefit subject to the valuation rules of Code section 417(e)(3). 

  (D)    Future periodic payments with respect to a Member who elects a
  Retroactive Annuity Starting Date are the same as the future periodic
  payments, if any, that would have been paid to such Member had payments
  actually commenced on the Retroactive Annuity Starting Date. In addition, in
  the case of a form of benefit that would have been subject to Code section
  417(e)(3) if distributions had commenced as of the Retroactive Annuity
  Starting Date, the distribution must be no less than the benefit produced by
  applying the applicable interest rate and the applicable mortality table
  determined as of the date the distribution commences to the annuity form that
  corresponds to the annuity form that was used to determine the benefit amount
  as of the Retroactive Annuity Starting Date. In the case of either future
  periodic payments described in the first sentence of this subsection (D) or
  payments subject to Code section 417(e)(3) described in the second sentence of
  this subsection (D), the Member must receive a make-up amount to reflect any
  missed payments, with an appropriate adjustment for interest, at a rate of
  interest equal to the applicable interest rate for one-year Treasury-Bills
  plus 1%, compounded monthly, from the date the payments would have been made
  to the date payments actually commenced. 

  (d)    Notification. With regard to an election, the Retirement
  Committee shall provide each Member within the notice period described below,
  a written explanation of-- 

          (1)    the terms and conditions of the Automatic Joint and
Surviving Spouse Annuity; 

          (2)    the Member's right to make, and the effect and financial
consequences of, a waiver of the Automatic Joint and Surviving Spouse Annuity;

          (3)    the relative values of the various optional forms of benefit
under the Plan; 

  
  (4)    the financial effect of electing an optional form of benefit under
  the Plan;          

  (5)    any other material features of the various optional forms of benefit
  under the Plan;

  

  27



  


  
  (6)    the rights of the Member's Spouse regarding a waiver of the
  Automatic Joint and Surviving Spouse Annuity; and

  (7)    the right of the Member to revoke a prior waiver of the Automatic
  Joint and Surviving Spouse Annuity and the effect and financial consequences
  of such a revocation. 

  

  For purposes of this Section 6.2(d), the "notice period" shall be the
  60-day period beginning 90 days prior to the Annuity Starting Date; provided,
  however, that the Retirement Committee may establish uniform procedures to
  permit a Member with any applicable spousal consent to waive the 30-day period
  for notice and/or election if the distribution commences more than 7 days
  after the notification is provided.



6.3    Other Optional Forms of Payment 

(a)    In General. 


  (1)          The optional forms of payment described in Section 6.3(b), (d)
  and (e) shall not be available to a Member whose Severance From Service Date
  occurs prior to the date as of which the Member satisfies the requirements of
  Sections 4.2(b)(2)(A) and (B). Notwithstanding the foregoing, a Member whose
  Retirement Benefit is determined under the Cash Balance Formula may receive
  payment of his vested Retirement Benefit in the form of a lump sum payment
  pursuant to Section 6.3(b).

  (2)          Subject to Sections 6.1, 6.2 and 6.3(a)(1), a Member may elect
  in writing to receive his benefit under Section 4.1, 4.2, 4.3, or 4.4 in any
  optional form of payment described in this section. An optional form of
  payment shall be the Actuarial Equivalent of the benefit payable to the Member
  as a Single Life Annuity, except in the case of a Retirement Benefit
  determined under the Cash Balance Formula that is paid in the form of a lump
  sum, which lump sum payment shall be in the amount determined pursuant to
  Section 2.1(b)(1)(A). An election by an unmarried Member to receive payment of
  his benefit in an optional form shall be valid only if he is furnished with an
  explanation of the material features and relative values of the optional forms
  of benefit within the notice period described in Section 6.2(d).



(b)    Lump Sum Option. 


  (1)          With respect to a Retirement Benefit determined under the
  Career Earnings Formula, a Member may elect to receive his Retirement Benefit
  in the form of a lump sum payment; provided, however, that (A) the election to
  receive such lump sum payment must be made by the Member prior to the Member's
  Severance from Service Date, and (B) the Annuity Starting Date of such lump
  sum payment may not be deferred beyond the Annuity Starting Date next
  following or coincident with the Member's Severance from Service Date. Such
  lump sum benefit shall be the Actuarial Equivalent of the Member's Accrued
  Benefit on the Member's Annuity Starting Date.

  28



  


  (2)          With respect to a Retirement Benefit determined under the Cash
  Balance Formula, a Member may elect to receive his Retirement Benefit in the
  form of a lump sum payment which lump sum payment shall be equal to the amount
  credited to his Cash Balance Account as of the last day of the month next
  preceding his Annuity Starting Date.



(c)    Single Life Annuity Options. A Member may elect to receive an
annuity providing equal monthly payments for the lifetime of the Member with no
survivor benefits. 

(d)    Joint and Contingent Annuity Option. A Member may elect an
annuity providing reduced equal monthly payments for his lifetime, with monthly
payments to continue for the lifetime of his Beneficiary in an amount equal to
50% or 100% of the monthly amount payable during the Member's lifetime. 

(e)    Level Income Option. If the Member's benefit is to commence
prior to the Member's Normal Retirement Date, the Member may elect to convert
the Retirement Benefit otherwise payable to him into a Retirement Benefit of an
Actuarial Equivalent value of such amount so that with his expected Social
Security benefit, he will receive, so far as possible, the same amount each year
before and after such expected Social Security benefit commences. A Member whose
Retirement Benefit commences before he reaches age 62 may elect the Level Income
Option based on his Social Security benefit as of age 62 or his Social Security
benefit as of age 65. A Member whose Retirement Benefit commences after he
reaches age 62 may only elect the level income option based on his Social
Security benefit as of age 65. Monthly payments shall terminate upon the death
of the Member unless the Member elected the Level Income Option in conjunction
with the Automatic Joint and Surviving Spouse Annuity or the Joint and
Contingent Annuity Option described in Section 6.3(d), in which event payments
shall continue pursuant to such election if the Member's Spouse or Beneficiary,
as applicable, survives the Member.

6.4    Distribution Requirements 

(a)    General Rule. Notwithstanding anything in Sections 6.1 through
6.3 to the contrary, and unless the Member otherwise elects in writing,
distribution to such Member shall not commence later than the sixtieth day after
the close of the Plan Year in which occurs the latest of the following events:


          (1)    the Member attains age 65; 

          (2)    the Member attains the tenth anniversary of the date on
which he became a Member under the Plan; or

          (3)    the Member's Break in Service. 

(b)    Latest Allowable Commencement Dates.          



  (1)    General. Notwithstanding anything in the Plan to the
  contrary, all distributions will comply with Article 6-A. 

  29



  


  (2)    Basic Rule. Subject to Article 6-A and notwithstanding
  anything contained in Sections 6.1 through 6.3 to the contrary, any Member who
  is a five percent owner (as such term is defined in Code section 416(i)(1)(B)(i)),
  with respect to the Plan Year ending with or within the calendar year in which
  he attains age 70 1/2, shall commence to receive Retirement Benefit payments
  no later than April 1 following the close of the calendar year in which age 70
  1/2 is attained. Retirement Benefit payments to any other Member shall
  commence no later than April 1 of the calendar year following the later of (1)
  the calendar year in which such Member attains age 70 1/2 or (2) the calendar
  year in which such Member Severance from Service Date occurs.

  With respect to a Member other than a five percent owner (as such term is
  defined in Code section 416(i)(1)(B)(i)) whose Severance from Service Date
  occurs subsequent to April 1 of the close of the calendar year in which the
  Member attains age 70 1/2 and whose Retirement Benefit is determined under the
  Career Earnings Formula, the Retirement Benefit of such a Member shall be
  actuarially adjusted. Such actuarially adjusted Retirement Benefit shall be
  equal to the Actuarial Equivalent, as of the Member's Annuity Starting Date,
  of:

  
    (A)          the Member's Retirement Benefit determined as of the April 1
    following the close of the calendar year in which the Member attained age 70
    1/2; plus

    (B)          any additional Retirement Benefits accrued by the Member
    during the period beginning on the April 1 following the close of the
    calendar year in which the Member attained age 70 1/2 and ending on the
    Member's Severance from Service Date; minus

    (C)          any distributions made to the Member prior to the Member's
    Annuity Starting Date.

  

  For purposes of this Section 6.4(b)(2), the actuarial equivalent value of a
  Member's Retirement Benefit as of the Member's Annuity Starting date shall be
  determined by using the actuarial assumptions contained in Section 2.1(b)(2).



(c)    No Change in Form of Payment After Annuity Starting Date. 
Except as may otherwise be permitted in Section 6.2(c)(3), a Member may not
change the form of benefit payment elected pursuant to this Article 6 for any
reason following the Member's Annuity Starting Date. 

6.5    Amounts Not Exceeding $1,000 

Notwithstanding the foregoing provisions of this Article 6, if the Actuarial
Equivalent present value of a Member's vested benefits payable under the Plan
(including a benefit payable in a form as described in Section 6.2), determined
as of the first day of the Plan Year immediately following the Plan Year in
which the Member's Severance from Service Date occurs, does not exceed $5,000
($1,000, effective March 28, 2005), the Retirement Committee shall cause such
Member's vested benefits to be paid to him in a single lump-sum payment of
Actuarial Equivalent value as soon as practicable thereafter. Payment of such
lump sum shall relieve the Plan of all obligations to the Member. In the event a
Member is not entitled to any Retirement Benefit at his Severance from Service
Date pursuant to Section 4.2(a), he shall be deemed cashed out under the
provisions of this Section

30



 6.5 as of his Severance from Service Date. However, if such Member is
subsequently reemployed by the Employer or an Affiliated Company, his Retirement
Benefit shall be automatically restored.

6.6    Designation of Beneficiary 

Subject to the provisions of Sections 6.2 through 6.5, 7.1 and 7.2, each
Member who is accruing benefits under the Cash Balance Formula may designate a
Beneficiary, including a trust or an estate, to whom survivor's benefits under
Article 7 are to be paid upon the Member's death. Each such designation shall be
made on a form provided by the Retirement Committee, shall be effective only
when filed in writing with the Retirement Committee, and shall revoke, subject
to the provisions of Section 6.2, all prior designations. If no Beneficiary is
designated, if a designation is revoked, or if no designated Beneficiary
survives the Member, the applicable benefit, if any, shall be payable to the
Member's surviving Spouse or, if there is no surviving Spouse, to the Member's
estate, except as provided in Section 6.7.

6.7    Death of Beneficiary Prior to Member's Separation
from Service Date 

If the Beneficiary designated by the Member to receive survivor benefits
described in Section 6.3(d) dies prior to the Member's Severance from Service
Date, the election under Section 6.3 shall be void, and benefits shall be
payable under Section 6.1 or 6.2, as applicable, unless and until another
Beneficiary is formally designated by the Member pursuant to Section 6.6.

6.8    Optional Direct Rollovers of Eligible Rollover
Distributions 


  (a)    In General. Notwithstanding any provision of the Plan to the
  contrary, a "Distributee" may elect to have any portion (subject to the
  limitations provided below of an "Eligible Rollover Distribution" paid
  directly to an "Eligible Retirement Plan" specified by the "Distributee" in a
  "Direct Rollover" to the extent permitted by Code section 401(a)(31) and
  applicable Treasury regulations thereunder. Terms in quotation marks are
  defined in Section 6.8(b). 

  (b)    Definitions. 

            (1)    "Direct Rollover" means a payment by the Plan
  to an Eligible Retirement Plan, in the form of a direct trustee to trustee
  transfer, as specified by the Distributee.           (2)    "Distributee"
  means each of the following persons who may elect a Direct Rollover of an
  Eligible Rollover Distribution of the Member's Retirement Benefit; 

  
    
      (A)    the Member; 

      (B)    the Member's Beneficiary, if the Beneficiary was married to the
      Member on the date of his death; and

      (C)    an alternate payee under a qualified domestic relations order,
      as defined in Code section 414(p), if that person is the Spouse or former
      Spouse of the Member.

      31

    

  



      


            (3)    "Eligible Retirement Plan" means a qualified
  plan described in Code section 401(a), provided that the terms of such
  qualified plan permit acceptance of the Distributee's Eligible Rollover
  Distribution, an annuity plan described in Code section 403(a), an annuity
  contract described in Code section 403(b), an individual retirement account
  described in Code section 408(a), an individual retirement annuity described
  in Code section 408(b), or an eligible plan under Code section 457(b) which is
  maintained by a state, political subdivision of a state, or an agency or
  instrumentality of a state or political subdivision of a state and which
  agrees to separately account for amounts transferred into such plan from the
  Plan. However, in the case of an Eligible Rollover Distribution to the
  surviving Spouse, an "Eligible Retirement Plan" is an individual retirement
  account or an individual retirement annuity, as such terms are defined in the
  preceding sentence. 

             (4)    "Eligible Rollover
  Distribution" means any distribution of all or any portion of the
  Retirement Benefit payable to the Distributee except that an "Eligible
  Rollover Distribution" does not include: 

  
    
      (A)    any distribution that is one of a series of substantially equal
      periodic payments (not less frequently than annually) made for the life
      (or life expectancy) of the Distributee or the joint lives (or joint life
      expectancies) of the Distributee or the Distributee's designated
      Beneficiary, or for a specified period of 10 years or more; 

      (B)    any distribution to the extent such distribution is required
      under Code section 401(a)(9); and

      (C)    the portion of any distribution that is not includible in gross
      income.

    

  



  


  (c)    No amount shall be directly rolled over pursuant to this Section 6.8
  unless and until it would otherwise be distributed to the Distributee and all
  consents and written elections required to make the distribution have been
  obtained. Nothing in this Section 6.8 shall be construed to alter the normal
  or optional forms of payment of the Retirement Benefit available under the
  Plan. 

  (d)    The Retirement Committee shall provide notice to each Distributee
  who will receive an Eligible Rollover Distribution of the Distributee's right
  to elect a Direct Rollover in accordance with Code section 401(a)(31). The
  Retirement Committee shall provide such notice at the time and in the manner
  required by regulations.

  (e)    The Distributee shall notify the Retirement Committee in writing by
  such deadline as the Retirement Committee shall prescribe whether or not he
  wishes to have any part of the Eligible Rollover Distribution directly rolled
  over. If the Distributee fails to elect a Direct Rollover by the deadline
  established by the Retirement Committee, then the entire amount of the
  Eligible Rollover Distribution shall be distributed or paid directly to the
  Distributee as otherwise provided in the Plan. 

  (f)    A Distributee may elect that the lowest of the following amounts
  shall be directly rolled over: 

  32



  


            (1)    The entire amount of the Eligible Rollover Distribution;
  or 

            (2)    Such portion of the Eligible Rollover Distribution as the
  Distributee specifies (in accordance with rules established by the Retirement
  Committee), provided that the amount directly rolled over is not less than
  $200 or such higher amount as the Retirement Committee may prescribe in
  accordance with applicable Treasury regulations.

  Notwithstanding the foregoing provisions of this Section 6.8(f), a
  Distributee may not elect a Direct Rollover with respect to his Eligible
  Rollover Distributions during the year if such Eligible Rollover Distributions
  are reasonably expected to total less than $200.

  (g)    A Member may elect to have a direct rollover made with respect to a
  portion of his distribution, provided the amount of the partial direct
  rollover equals at least $500. 

  (h)    The Distributee may only request a Direct Rollover to one Eligible
  Retirement Plan with respect to any Eligible Rollover Distribution.

  (i)    No amount will be directly rolled over pursuant to this Section 6.8
  unless the Distributee provides the Retirement Committee, by such deadline as
  the Retirement Committee shall prescribe, such information as it shall
  require-- 

            (1)    to determine that the amount directly rolled over will be
  received by an Eligible Retirement Plan that will accept the Direct Rollover;
  and 

            (2)    to make the Direct Rollover and make such reports and keep
  such records as are required under applicable law. 

  The Retirement Committee may rely on all such information provided by the
  Distributee and shall not be required to verify any such information.

  (j)    The Retirement Committee shall select the manner in which to make
  the Direct Rollover. 

  (k)    Any amount directly rolled over in accordance with this Section 6.8
  shall be a distribution from this Plan and shall discharge any liability to
  the Distributee under this Plan to the same extent as a payment directly to
  the Distributee. 

  33



  


Article 6-A. Minimum Distribution Requirements

6-A.1 General Rules



  (a)    Effective Date. The provisions of this Article 6-A will apply
  for purposes of determining required minimum distributions for calendar years
  beginning with the 2003 calendar year. 

  (b)    Precedence. The requirements of this Article 6-A will take
  precedence over any inconsistent provisions of the Plan. 

  (c)    Requirements of Treasury Regulations Incorporated. All
  distributions required under this Article 6-A will be determined and made in
  accordance with the Treasury regulations under Code section 401(a)(9). 

  (d)    TEFRA Section 242(b)(2) Elections. Notwithstanding the other
  provisions of this Article 6-A, distributions may be made under a designation
  made before January 1, 1984, in accordance with section 242(b)(2) of the Tax
  Equity and Fiscal Responsibility Act ("TEFRA") and the provisions of the Plan
  that relate to section 242(b)(2) of TEFRA. 



6-A.2 Time and Manner of Distribution



  (a)    Required Beginning Date. The Member's entire interest will be
  distributed, or begin to be distributed, to the Member no later than the
  Member's Required Beginning Date. 

  (b)    Death of Member Before Distributions Begin. If the Member
  dies before distributions begin, the Member's entire interest will be
  distributed, or begin to be distributed, no later than as follows: 

  
    (1)    If the Member's surviving Spouse is the Member's sole Designated
    Beneficiary, then distributions to the surviving Spouse will begin by
    December 31 of the calendar year immediately following the calendar year in
    which the Member died, or by December 31 of the calendar year in which the
    Member would have attained age 70 1/2, if later. 

    (2)    If the Member's surviving Spouse is not the Member's sole
    Designated Beneficiary, then distributions to the Designated Beneficiary
    will begin by December 31 of the calendar year immediately following the
    calendar year in which the Member died. 

    (3)    If there is no Designated Beneficiary as of September 30 of the
    year following the year of the Member's death, the Member's entire interest
    will be distributed by December 31 of the calendar year containing the fifth
    anniversary of the Member's death. 

    (4)    If the Member's surviving Spouse is the Member's sole Designated
    Beneficiary and the surviving Spouse dies after the Member but before
    distributions to the surviving Spouse begin, this Section 6-A.2(b), other
    than Section 6-A.2(b)(1), will apply as if the surviving Spouse were the
    Member. 

    34

  



    


  
    For purposes of this Section 6-A.2(b), distributions are considered to
    begin on the Member's Required Beginning Date (or, if Section 6-A.2(b)(4)
    applies, the date distributions are required to begin to the surviving
    Spouse under Section 6-A.2(b)(1)). If annuity payments irrevocably commence
    to the Member before the Member's Required Beginning Date (or to the
    Member's surviving Spouse before the date distributions are required to
    begin to the surviving Spouse under Section 6-A.2(b)(1)), the date
    distributions are considered to begin is the date distributions actually
    commence. 

  

  (c)    Form of Distribution. Unless the Member's interest is
  distributed in the form of an annuity purchased from an insurance company or
  in a single lump sum on or before the Required Beginning Date, as of the first
  Distribution Calendar Year distributions will be made in accordance with
  Sections 6-A.3, 6-A.4 and 6-A.5. If the Member's interest is distributed in
  the form of an annuity purchased from an insurance company, distributions
  thereunder will be made in accordance with the requirements of Code section
  401(a)(9) and the Treasury regulations thereunder. 



6-A.3. Determination of Amount to be Distributed Each Year



  (a)    General Annuity Requirements. If the Member's interest is
  paid in the form of an annuity distribution under the Plan, payments under the
  annuity must satisfy the following requirements: 

  
    (1)    the annuity distributions will be paid in periodic payments made
    at intervals not longer than one year; 

    (2)    the distribution period will be over a life (or lives) or over a
    period certain not longer than the period described in Section 6-A.4 or
    6-A.5;

    (3)    once payments have begun over a period certain, the period certain
    may only be changed as follows: 

    
      (A)    the modification occurs at the time that the Member retires or
      in connection with a Plan termination; 

      (B)    the payments prior to modification are paid over a period
      certain without life contingencies; or

      (C)    the payments after modification are paid under an Automatic
      Joint and Surviving Spouse Annuity over the joint lives of the Member and
      a Designated Beneficiary, the Member's Spouse is the sole Designated
      Beneficiary, and the modification occurs in connection with the Member
      becoming married to such Spouse; 

    

    provided, however, that in order to modify a stream of annuity payments
    in accordance with the foregoing, the following conditions must be
    satisfied: (i) the future payments under the modified stream must satisfy
    Code section 401(a)(9) as though payments first commenced on a new annuity
    starting date, treating the actuarial value of the remaining payments as the
    Member's entire interest; (ii) for purposes of Code sections 415 and 417,
    the modification is treated as a new annuity

    35

  



    


  
    starting date; (iii) after taking into account the modification, the
    annuity stream satisfies Code section 415 (determined at the original
    Annuity Starting Date, using the interest rates and mortality tables
    applicable to such date); and (iv) the end point of the period certain, if
    any, for any modified payment period is not later than the end point
    available under Code section 401(a)(9) to the Member at the original Annuity
    Starting Date; and

    (4)    payments will either be non-increasing or increase only in
    accordance with one or more of the following: 

    
      (A)    by an annual percentage increase that does not exceed the annual
      percentage increase in an Eligible Cost-of-Living Index for a 12-month
      period ending in the year during which the increase occurs or the prior
      year; 

      (B)    by a percentage increase that occurs at specified times and does
      not exceed the cumulative total of annual percentage increases in an
      Eligible Cost-of-Living Index since the Annuity Starting Date, or if
      later, the date of the most recent percentage increase; provided, however,
      that in cases providing such a cumulative increase, an actuarial increase
      may not be provided to reflect the fact that increases were not provided
      in the interim years;

      (C)    to the extent of the reduction in the amount of the Member's
      payments to provide for a survivor benefit upon death, but only if the
      Beneficiary whose life was being used to determine the distribution period
      described in Section 6-A.4 dies or is no longer the Member's Beneficiary
      pursuant to a qualified domestic relations order within the meaning of
      Code section 414(p); 

      (D)    to pay increased benefits that result from a Plan amendment;

      (E)    to allow a Beneficiary to convert the survivor portion of an
      Automatic Joint and Surviving Spouse Annuity into a single sum
      distribution upon the Member's death; or 

      (F)    with respect to annuity payments paid under the Plan (other than
      annuity payments under an annuity contract purchased from an insurance
      company), the payments are increased by one of the following: (i) a
      constant percentage, applied not less frequently than annually, at a rate
      that is less than 5% per year; (ii) to provide a final payment upon the
      death of the Member that does not exceed the excess of the actuarial
      present value of the Member's accrued benefit (within the meaning of Code
      section 411(a)(7)) calculated as the annuity starting date using the
      applicable interest rate and the applicable mortality table under Code
      section 417(e) over the total payments before the death of the Member); or
      (iii) as a result of dividend payments or other payments that result from
      actuarial gains, but only if (a) actuarial gain is measured no less
      frequently than annually; (b) the resulting dividend payments or other
      payments are either paid no later than the year following the year for
      which the actuarial experience is measured or paid in the same form as the

      36

    

  



      


  
    
      payment of the annuity over the remaining period of the annuity (beginning
      no later than the year following the year for which the actuarial
      experience is measured); (c) the actuarial gain taken into account is
      limited to actuarial gain from investment experience; (d) the assumed
      interest used to calculate such actuarial gains is not less than 3%; and
      (e) the payments are not increasing by a constant percentage as set forth
      in (i) above.

    

  

  (b)    Amount Required to be Distributed by Required Beginning Date.
  The amount that must be distributed on or before the Member's Required
  Beginning Date (or, if the Member dies before distributions begin, the date
  distributions are required to begin under section 6-A.2(a) or 6-A.2(b)) is the
  payment that is required for one payment interval. The second payment need not
  be made until the end of the next payment interval even if that payment
  interval ends in the next calendar year. Payment intervals are the periods for
  which payments are received, e.g., bi-monthly, monthly, semi-annually, or
  annually. All of the Member's benefit accruals as of the last day of the first
  Distribution Calendar Year will be included in the calculation of the amount
  of the annuity payments for payment intervals ending on or after the Member's
  Required Beginning Date. 

  (c)    Additional Accruals After First Distribution Calendar Year.
  Any additional benefits accruing to the Member in a calendar year after the
  first Distribution Calendar Year will be distributed beginning with the first
  payment interval ending in the calendar year immediately following the
  calendar year in which such amount accrues; provided, however, that any such
  additional benefits may be disregarded if the actuarial present value of the
  additional benefits is not more than 20% of the Member's interest in the
  annuity as set forth in Section 6-A.3(a) and the annuity provides only for the
  following additional benefits (1) additional benefits that, in the case of a
  distribution, are reduced by an amount sufficient to ensure that the ratio of
  such sum to the Member's interest in the annuity does not increase as a result
  of the distribution, and (2) an additional benefit that is the right to
  receive a final payment upon death that does not exceed the excess of the
  premiums paid less the amount of prior distributions; provided, further that
  if the only additional benefit provided under the annuity is the additional
  benefit set forth in (2) above, the additional benefit may be disregarded
  regardless of its value in relation to the dollar amount credited to the
  Member under the annuity. 



6-A.4 Requirements For Annuity Distributions That Commence During Member's
Lifetime



  (a)    Joint Life Annuities Where the Beneficiary Is Not the Member's
  Spouse. If the Member's interest is being distributed in the form of an
  Automatic Joint and Surviving Spouse Annuity for the joint lives of the Member
  and a non-spouse Beneficiary, annuity payments to be made on or after the
  Member's Required Beginning Date to the Designated Beneficiary after the
  Member's death must not at any time exceed the applicable percentage of the
  annuity payment for such period that would have been payable to the Member
  using the table set forth in Q&A-2 of section 1.401(a)(9)-6 of the Treasury
  regulations. If the form of distribution combines an Automatic Joint and
  Surviving Spouse Annuity for the joint lives of the Member and a non-spouse
  Beneficiary and a period certain annuity, the requirement in the preceding
  sentence will apply to annuity payments to be made to the Designated
  Beneficiary after the expiration of the period certain.

  37



  


    

  (b)    Period Certain Annuities. Unless the Member's Spouse is the
  sole Designated Beneficiary and the form of distribution is a period certain
  and no life annuity, the period certain for an annuity distribution commencing
  during the Member's lifetime may not exceed the applicable distribution period
  for the Member under the Uniform Lifetime Table set forth in section
  1.401(a)(9)-9 of the Treasury regulations for the calendar year that contains
  the annuity starting date. If the annuity starting date precedes the year in
  which the Member reaches age 70, the applicable distribution period for the
  Member is the distribution period for age 70 under the Uniform Lifetime Table
  set forth in section 1.401(a)(9)-9 of the Treasury regulations plus the excess
  of 70 over the age of the Member as of the Member's birthday in the year that
  contains the annuity starting date. If the Member's Spouse is the Member's
  sole Designated Beneficiary and the form of distribution is a period certain
  and not a life annuity, the period certain may not exceed the longer of the
  participant's applicable distribution period, as determined under this Section
  6-A.4(b), or the joint life and last survivor expectancy of the Member and the
  Member's Spouse as determined under the Joint and Last Survivor Table set
  forth in section 1.401(a)(9)-9 of the Treasury regulations, using the Member's
  and Spouse's attained ages as of the Member's and Spouse's birthdays in the
  calendar year that contains the annuity starting date. 



6-A.5 Requirements For Minimum Distributions Where Member Dies Before Date
Distributions Begin



  (a)    Member Survived by Designated Beneficiary. If the Member dies
  before the date distribution of his interest begins and there is a Designated
  Beneficiary, the Member's entire interest will be distributed, beginning no
  later than the time described in Section 6-A.2(a) or (b), over the life of the
  Designated Beneficiary or over a period certain not exceeding: 

  
    (1)    unless the annuity starting date is before the first Distribution
    Calendar Year, the Life Expectancy of the Designated Beneficiary determined
    using the Beneficiary's age as of the Beneficiary's birthday in the calendar
    year immediately following the calendar year of the Member's death; or 

    (2)    if the annuity starting date is before the first Distribution
    Calendar Year, the Life Expectancy of the Designated Beneficiary determined
    using the Beneficiary's age as of the Beneficiary's birthday in the calendar
    year that contains the annuity starting date. 

  

  (b)    No Designated Beneficiary. If the Member dies before the date
  distributions begin and there is no Designated Beneficiary as of September 30
  of the year following the year of the Member's death, distribution of the
  Member's entire interest will be completed by December 31 of the calendar year
  containing the fifth anniversary of the Member's death. 

  38



  


  (c)    Death of Surviving Spouse Before Distributions to Surviving
  Spouse Begin. If the Member dies before the date distribution of his
  interest begins, the Member's surviving Spouse is the Member's sole Designated
  Beneficiary, and the surviving Spouse dies before distributions to the
  surviving Spouse begin, this Section 6-A.5 will apply as if the surviving
  Spouse were the Member, except that the time by which distributions must begin
  will be determined without regard to Section 6-A.2(a). 



6-A.6          Definitions. For purposes of this Article 6-A, the
following terms shall have the meanings set forth below unless otherwise
expressly provided:



  (a)    "Designated Beneficiary." The individual who is designated as
  the Beneficiary under Section 6.6 and is the designated beneficiary under Code
  section 401(a)(9) and section 1.401(a)(9)-1, Q&A-4, of the Treasury
  regulations. 

  (b)    "Distribution Calendar Year." A calendar year for which a
  minimum distribution is required. For distributions beginning before the
  Member's death, the first distribution calendar year is the calendar year
  immediately preceding the calendar year which contains the Member's Required
  Beginning Date. For distributions beginning after the Member's death, the
  first distribution calendar year is the calendar year in which distributions
  are required to begin pursuant to Section 6-A.2(b). 

  (c)    "Eligible Cost-of-Living Index." Any of the following: 

  
    (1)    A consumer price index that is based on prices of all items (or
    all items excluding food and energy) and issued by the Bureau of Labor
    Statistics. 

    (2)    A percentage adjusted based on a cost-of-living index described in
    Section 6-A.6(c)(1) above, or a fixed percentage if less. In any year when
    the cost-of-living index is lower than the fixed percentage, the fixed
    percentage may be treated as an increase in an eligible cost-of-living
    index, provided it does not exceed the sum of (A) the cost-of-living index
    for that year, and (B) the accumulated excess of the annual cost-of-living
    index from each prior year over the fixed annual percentage used in that
    year (reduced by any amount previously utilized under this Section

    6-A.6(c)(2)).

  

  (d)    "Life Expectancy." Life expectancy as computed by use of the
  Single Life Table in section 1.401(a)(9)-9 of the Treasury regulations. 

  
    (1)    "Required Beginning Date." The April 1st of the
    calendar year immediately following the later of: (i) the calendar year in
    which the Member attains age 70 1/2, or (ii) the calendar year in which the
    Member retires; provided, however, that subsection (ii) hereof shall not
    apply in the case of a Member who is a 5% owner as defined in Code section
    416 at any time during the Plan Year ending with or within the calendar year
    in which such Member attains age 70 1/2.

    39

  



    

Article 7.    Preretirement Death Benefits

7.1    Unmarried Member 

In the case of a Member who has no surviving Spouse and dies after having
completed at least five Years of Creditable Service but prior to his Annuity
Starting Date, his Retirement Benefit under the Cash Balance Formula shall be
payable to his Beneficiary in a single lump-sum cash distribution as soon as
practicable following the applicable date described in Section 7.2. Each
unmarried Member may designate a Beneficiary or Beneficiaries of his Cash
Balance Account. The Member may, from time to time during his lifetime, on a
form approved by and filed with the Retirement Committee, change the Beneficiary
or Beneficiaries of his Cash Balance Account. In the event that a Member fails
to designate a Beneficiary or Beneficiaries of his cash balance Account, or if
for any reason such designation shall be legally ineffective, or if all
designated Beneficiaries predecease the Member or die simultaneously with him,
distribution shall be made to the Member's estate. In the case of the death of
an unmarried Member before his Annuity Starting Date, no benefit shall be
payable under the Career Earnings Formula.

7.2    Married Member 


  (a)    Automatic Preretirement Surviving Spouse Benefit. In the case
  of a Member who has a surviving Spouse and dies prior to his Annuity Starting
  Date, then the preretirement death benefit payable to such Member's surviving
  Spouse shall be a Single Life Annuity. The amount of such Single Life Annuity
  under the Cash Balance Formula shall be determined based on the Spouse's life
  and shall be the Actuarial Equivalent of the benefit that would have been
  payable to the Member in the form of a lump-sum benefit determined on the date
  of the Member's death. Such preretirement surviving Spouse benefit shall
  commence at the end of the month following the month in which the Member would
  have attained his Normal Retirement Date or earlier, if the Spouse so elects.
  The amount of such Single Life Annuity under the Career Earnings Formula shall
  be determined as if (i) the Member's Severance from Service Date had occurred
  on the day immediately preceding his date of death (if he had not previously
  incurred a Severance from Service Date); (ii) the Member had survived to the
  day immediately preceding his earliest possible Annuity Starting Date; (iii)
  the Member had elected to receive his retirement benefit in the form of an
  Automatic Joint and Survivor Annuity pursuant to Section 6.2 and (iv) the
  Member died immediately following such election. Such preretirement surviving
  Spouse benefit, payable for the life of the surviving Spouse, shall commence
  at the end of the month following the month in which the Member would have
  attained his Normal Retirement Date or earlier, if the Spouse so elects, but
  not earlier than the date the Member first would have reached age 55. 

  (b)    Lump-Sum Option. In lieu of an automatic preretirement
  surviving Spouse benefit under Section 7.2(a), a surviving Spouse may elect to
  receive a lump-sum benefit equal to the value of the Member's Cash Balance
  Account as of the last day of the month in which the Member's death occurs,
  but not less than the amount determined in accordance with the factors in
  Section 2.1(b)(1). 

  (c)    Waiver of Preretirement Surviving Spouse Benefit. With
  respect to a Member's Accrued Benefit attributable to the Cash Balance
  Formula, a married Member may waive the automatic preretirement surviving
  Spouse benefit in accordance with the provisions of this Section 7.2(c). 

  40



  


  
    (1)    Notice Requirements. The Retirement Committee shall provide
    each Member with a written explanation with respect to the automatic
    preretirement surviving Spouse benefit comparable to that required in
    Section 6.2, regarding the Automatic Joint and Surviving Spouse Annuity,
    within whichever of the following periods that ends last: (A) the period
    beginning on the first day of the Plan Year in which the Member attains age
    32 and ending on the last day of the Plan Year in which the Member attains
    age 34; (B) a reasonable period after an Employee becomes a Member; or (C) a
    reasonable period after the joint and survivor rules become applicable to
    the Member. A reasonable period described in clauses (B) and (C) is the
    period beginning one year before and ending one year after the applicable
    event. If the Member's Severance from Service Date is before the date the
    Member attains age 35, clauses (A), (B) and (C) shall not apply and the
    Retirement Committee must provide the written explanation within the period
    beginning one year before and ending one year after the Member's Severance
    from Service Date. 

    (2)    Election Period. A Member's waiver of the automatic
    preretirement surviving Spouse benefit is not valid unless (A) the Member
    makes the waiver election no earlier than the first day of the Plan Year in
    which he attains age 35 and (B) the Member's Spouse satisfies the consent
    requirements described in Section 7.2(c)(3). The Spouse's consent to the
    waiver of the automatic preretirement surviving Spouse benefit shall be
    irrevocable, unless the Member revokes the waiver election. Irrespective of
    the time of election requirements described in clause (A) of the first
    sentence of this Section 7.2(c)(2), if the Member's Severance from Service
    Date occurs prior to the first day of the Plan Year in which he attains age
    35, the Retirement Committee will accept a waiver election with respect to
    the Member's Retirement Benefit attributable to his service prior to his
    Severance from Service Date. Furthermore, if a Member who has not separated
    from service makes a valid waiver election, except for the timing
    requirement of clause (A) of the first sentence of this Section 7.2(c)(2),
    the Retirement Committee will accept that election as valid, but only until
    the first day of the Plan Year in which the Member attains age 35. 

    (3)    Elections. A Member may elect to waive the automatic
    preretirement surviving Spouse benefit or revoke such election at any time
    during the applicable election periods described in Section 7.2(c)(2)(A) and
    (B). An election shall only be given effect if (i) the Spouse of the Member
    consents in writing to such election, (ii) such election designates another
    Beneficiary or Beneficiaries to receive the death benefit in the form of a
    lump-sum benefit which may not be changed without written spousal consent
    (or the consent of the Spouse expressly permits designations by the Member
    without the requirements of further consent by the Spouse), and (iii) the
    Spouse's consent acknowledges the effect of such election and such consent
    is witnessed by a Plan representative or a notary public. If it is
    established to the satisfaction of the Retirement Committee that a Member
    has no Spouse, that his Spouse may not be located, or that such other
    circumstances as the Secretary of


  
    41

  



  



    


  
    the Treasury may prescribe by regulations
    have occurred, then spousal consent shall not be required. Any spousal consent or lack of requirement of such consent shall only
    be effective with respect to such Spouse.

  



7.3    Amounts Not Exceeding $1,000 

Notwithstanding the foregoing provisions of this Article 7, if the Actuarial
Equivalent value of a benefit payable under this Article does not exceed $5,000
($1,000, effective March 28, 2005), such benefit shall be paid in a single
lump-sum payment of Actuarial Equivalent value as soon as practicable following
the death of the Member. A Member's surviving Spouse shall have the right to
elect a Direct Rollover of a single lump-sum payment made pursuant to this
section, in accordance with Section 6.8. Any such election shall be subject to
the limitations and requirements of Section 6.8 and Section 6.8 shall be applied
as though the surviving Spouse were the Member.

 

Article 8.    Maximum Benefit Limitations 

8.1    General Rule 

Notwithstanding any provision of the Plan to the contrary, the annual Normal
Retirement Benefit payable to a Member under the Plan as a Single Life Annuity,
an Automatic Joint and Surviving Spouse Annuity, or a joint and contingent
annuity option under Section 6.3(d) where the surviving annuitant is the
Member's Spouse, commencing at age 65, together with benefits payable in the
same form under other qualified defined benefit plans maintained by an Employer
or an Affiliate, shall in no event exceed the lesser of--


  (a)    $160,000, or such other amount as shall be determined by the
  Secretary of the Treasury under Code section 415(d) to reflect cost-of-living
  adjustments; or 

  (b)    100 percent of the Member's average Limitation Earnings (as defined
  in Section 8.7(d)) for the three-consecutive Plan Years that produce the
  highest average, or during all of the Plan Years in which he was a Member if
  less than three years.



If the benefit the Member otherwise would accrue in any Plan Year under the
Plan and all such plans (if any) would produce a benefit in excess of such
maximum amount, the rate of accrual under the Plan will be reduced to the extent
necessary to avoid such excess. The limitation amount, as described above,
applicable to a Member who terminated his employment with an Employer or any
Affiliates and who is, or will be, receiving Plan benefits shall automatically
be adjusted annually for increases in the cost of living.

The Retirement Benefit of any Member whose Severance from Service Date
occurred prior to January 1, 2002, and whose Retirement Benefit is currently
limited as a result of the application of the limitations of Code section
415(b), shall be increased, effective with respect to benefit payments made on
and after January 1, 2002, to the amount of Retirement Benefit such Member would
have received on his Annuity Starting Date had the limitations described herein
been in effect on the Member's Annuity Starting Date. Notwithstanding the
foregoing, any increase in the Retirement Benefit of a Member pursuant to this
Section 8.1 will not apply with respect to any former Member who has received a
distribution of his Retirement Benefit in the form of a lump-sum payment and
with respect to whom no additional Retirement Benefits are payable (without
regard to any 

42



amount that would otherwise be payable to such Member pursuant to this Section
8.1).

8.2    Adjustment for Other Forms of Payment 


In the case of benefits payable in a form other than a Single Life Annuity,
an Automatic Joint and Surviving Spouse Annuity, or a joint and contingent
annuity option under Section 6.3(d), the limitations of Section 8.1 shall be
applied to the amount which would be payable under the Plan in the form of a
Single Life Annuity, and then converting such reduced benefit into the Actuarial
Equivalent optional form.

8.3    Adjustment for Benefits Commencing Before Age 62 


In the case of benefits commencing before a Member's attainment of age 62,
the applicable dollar limit under Section 8.1(a) shall be the Actuarial
Equivalent of the amount payable to the Member at age 62.

8.4    Adjustment for Benefits Commencing After Age 65. 


In the case of benefits commencing after the Member's attainment of age 65,
the applicable dollar limit under Section 8.1(a) shall be the Actuarial
Equivalent amount determined as if the Member elected a Single Life Annuity
benefit commencing at age 65.

8.5    Adjustment of Limitation for Years of Vesting
Service 


  (a)    Dollar Limitation. In the case of a Member whose aggregate
  years of participation in the Plan are fewer than ten, the applicable dollar
  limit under Section 8.1(a) shall be equal to the amount otherwise applicable
  times the greater of-- 

            (1)    10 percent, or

            (2)    a fraction, the numerator of which is the aggregate number
  (not in excess of ten) of years of participation in the Plan and the
  denominator of which is ten. 

  (b)    Earnings Limitation. In the case of a Member with fewer than
  ten Years of Creditable Service, the applicable limitation amount under
  Section 8.1(b) shall be equal to the amount otherwise applicable times the
  greater of-- 

            (1)    10 percent, or 

            (2)    a fraction, the numerator of which is the total number
  (not in excess of ten) of Years of Creditable Service credited to the Member,
  and the denominator of which is ten.



8.6    Limitation Year 

For purposes of applying Code section 415 and applicable Treasury
regulations, the limitation year for the Plan shall be the calendar year.

8.7    Definitions 

For purposes of this Article 8,

43




  (a)    "Annual Addition" shall mean the sum, credited to a Member's
  accounts under all qualified defined contribution plans maintained by an
  Employer or an Affiliate (if any), of-- 

            (1)    Employer contributions, including amounts made under cash
  or deferred arrangements described in Code section 401(k);

            (2)    forfeitures; 

            (3)    Employee contributions;

            (4)    amounts allocated to an individual medical benefit account
  (as defined in Code section 415(l)) which is part of any defined benefit plan
  maintained by an Employer or an Affiliate; and 

            (5)    amounts (derived from contributions paid after December
  31, 1985, in taxable years ending after such date) attributable to
  post-retirement medical benefits allocated to the separate account of a Key
  Employee (as defined in Section 13.7(b)) under a welfare benefit fund (as
  defined in Code section 419(e)) maintained by an Employer or an Affiliate;

  provided, however, that Code section 415(c)(1)(B) shall not apply to any
  amount treated as an Annual Addition under paragraph (4) or (5) hereof.
  Restored forfeitures, repaid distributions, rollover contributions, and loan
  payments shall not be treated as Annual Additions. Notwithstanding the
  foregoing, any contribution made after a Member's termination of employment
  with the Company and its Affiliates for the purpose of providing medical care
  (within the meaning of Code section 419A(f)(2)) shall not be treated as an
  Annual Addition.

  (b)    "Limitation Earnings" shall mean the total of regular,
  overtime, bonus, and other cash compensation paid or made available to the
  Employee during the Plan Year, but not including amounts deferred as a result
  of a salary reduction election under Code section 401(k) or deferrals under a
  plan maintained under Code section 125, and the items listed in Treasury
  regulation section 1.415-2(d)(2) (relating to deferred compensation, stock
  options, and proceeds from the sale of certain securities). The limitation on
  Earnings contained in Section 2.1(s)(3) shall apply. Effective January 1,
  1998, "Limitation Earnings" shall mean a Member's "compensation" as defined in
  Code section 415(c)(3), including any deferrals under Code section 401(k),
  132(f)(4) or 125. 

  (c)    "Projected Annual Benefit" shall mean the annual benefit to
  which the Member would be entitled under the terms of the Plan and all other
  defined benefit plans maintained by an Employer or an Affiliate, if the Member
  continued employment until his Normal Retirement Age (or current age, if
  later) and the Member's Limitation Earnings (as defined in Section 8.7(b)) for
  the Plan Year and all other relevant factors used to determine such benefit
  remained constant until Normal Retirement Age (or current age, if later).

  44



  

Article 9.    Amendment and Termination   

9.1    Amendment of the Plan 

The Board of Directors of the Company, in its sole and absolute discretion,
hereby reserves the right to amend, modify, or alter in any respect the Plan at
any time and from time to time and retroactively if deemed necessary or
appropriate for any reason whatsoever. Further, by adopting the Plan, an
Employer hereby delegates to the Board of Directors of the Company, the
authority and the right to amend or modify the Plan at any time. The Retirement
Committee may make administrative changes to the Plan to qualify or maintain the
Plan as a plan meeting the requirements of ERISA and Code section 401(a) and the
Treasury regulations issued thereunder.

No amendment of the Plan shall cause any part of the Trust Fund to be used
for or diverted to purposes other than the exclusive benefit of the Members,
their surviving Spouses, or their Beneficiaries covered by the Plan. No Plan
amendment may--

(a)    decrease the Accrued Benefit of any Member, 

(b)    eliminate or reduce an early retirement benefit or a retirement-type
subsidy (as defined in Treasury regulations), or 

(c)    eliminate an optional form of benefit with respect to benefits
attributable to service before the amendment, 

except as permitted under Code section 411(d)(6) and the Treasury regulations
thereunder. Retroactive Plan amendments may not decrease the Accrued Benefit of
any Member determined as of the time the amendment was adopted.

9.2    Termination of the Plan 

The Board of Directors of the Company may terminate the Plan in whole or in
part for any reason at any time in any manner. If the Plan is terminated or
partially terminated without termination of the Trust, the Trust will be
continued until the Board of Directors of the Company terminates it or until all
Trust assets have been fully distributed.

9.3    Vesting on Termination or Partial Termination 


Upon a complete or partial termination of the Plan (within the meaning of
Treasury regulations section 1.411(d)-2), the right of each affected Member to
benefits accrued to the date of such termination or partial termination shall
become nonforfeitable to the extent such benefits are funded as of such date.

9.4    Termination of the Trust 

If the Plan is terminated or partially terminated, or if contributions are
discontinued, the Trust may be terminated by the Board of Directors of the
Company at any time. The Trust Fund will then be valued. The Retirement
Committee will determine the method and means of distribution of each interest
in the Trust Fund and will certify that information to the Trustee. After
receiving that certification and after making necessary adjustments to reflect
additional earnings, losses, and liquidation expenses, the Retirement Committee
shall direct the Trustee to make distribution as promptly as possible. If one
Employer, but not others, discontinues contributions or terminates or partially
terminates its participation in the Plan, the Board of

45



Directors of the Company may determine whether or not the Trust shall be
continued for that Employer's Members and Beneficiaries. If those interests in
the Trust are terminated, the Board of Directors of the Company will direct
their liquidation under this section.

9.5    Distribution on Termination 

Upon termination of the Plan, that portion of any assets then held in the
Trust Fund shall be allocated, after payment of all expenses of administration
or liquidation, in accordance with amendments to the Plan adopted prior to such
allocation under section 4044(a) of ERISA; provided, that any assets remaining
after the satisfaction of all benefits accrued to the termination date with
respect to Members, and their surviving Spouses and Beneficiaries, shall revert
to and be distributed to Employers.

9.6    Merger, Consolidation or Transfer 

In the case of any merger or consolidation of the Plan with, or any transfer
of assets and liabilities of the Plan to, any other plan, provision must be made
so that each Member would, if the Plan were then terminated, receive a benefit
immediately after the merger, consolidation, or transfer which is equal to or
greater than the benefit he would have been entitled to receive under the Plan
immediately before the merger, consolidation, or transfer if the Plan had then
terminated.

9.7    Restrictions on Benefits and Distributions to
Certain Members 


  (a)    Restriction of Benefits. Notwithstanding any other provisions
  in the Plan to the contrary, in the event of the termination of the Plan, the
  benefit of any Highly Compensated Employee (and any Highly Compensated Former
  Employee) is limited to a benefit that is nondiscriminatory under Code section
  401(a)(4). For purposes of this Section 9.7, the following terms shall apply:
  

            (1)    "Total Earnings" means a Member's compensation
  as defined in Code section 415(c)(3) as determined by the Retirement
  Committee, increased by amounts excluded from wages by reason of a Member's
  election to reduce wages in lieu of benefits under a cafeteria plan under Code
  section 125, a cash or deferred arrangement under Code section 401(k), a
  transportation fringe benefit plan under Code section 132(f)(4) or a
  simplified employee pension arrangement under Code section 408(k). 

  
    (2)          "Highly Compensated Employee" means, any Employee
    who--

    
      (A)          was a 5-percent owner (as determined under Code section
      416(i)(1)) at any time during the Plan Year or the preceding Plan Year, or

      (B)          for the prior Plan Year
      -

                (i)    received Total Earnings from Employers and Affiliates
      in excess of $90,000 (as adjusted by the Secretary of the Treasury
      pursuant to Code section 415(d), except that the base period shall be the
      calendar quarter ending September 30, 1996), and 

      46

    

  



      


  
    
                (ii)    if the Retirement Committee elects the application of
      this clause for such preceding year, was in the top-paid group of
      Employees for such preceding year.

      For this purpose, an Employee is in the top-paid group of Employees for
      any year if such Employee is in the group consisting of the top 20 percent
      of Employees when ranked on the basis of Earnings during the year.

    

    In determining the Highly Compensated Employees of the Employers, the
    provisions of this section shall be applied in accordance with the
    provisions of Code section 414(q) and related guidance, including in the
    discretion of the Retirement Committee (and pursuant to the appropriate
    election) any method or election allowed under the Code.

    (3)          "Highly Compensated Former Employee" shall mean any
    Member who has terminated employment as an Employee in a prior Plan Year and
    who was a Highly Compensated Employee either when he terminated employment
    as an Employee or any Plan Year ending on or after his fifty-fifth birthday.

  

  (b)    Restrictions on Distributions. Notwithstanding any other
  provisions to the contrary, Highly Compensated Employees and Highly
  Compensated Former Employees (as defined in Section 9.7(a)), who are among the
  25 most highly paid Employees of the Employer shall not be entitled to elect
  to receive Retirement Benefits in the form of a lump-sum payment under Section
  6.3(b). This restriction shall not apply, however, if: 

            (1)    after any payment to the Member of the requested lump-sum
  amount, the value of Plan assets would continue to equal or exceed 110 percent
  of the value of the current liabilities of the Plan, as such liabilities are
  defined in Code section 412(l)(7), or

            (2)    the lump-sum amount due such Member is less than one
  percent of the value of the current liabilities of the Plan, as such
  liabilities are defined in Code section 412(l)(7), or 

            (3)    the Actuarial Equivalent present value of benefits payable
  to the Member is $5,000 ($1,000, effective March 28, 2005) or less, in which
  case the provisions of Section 6.5 apply.

  In the event that two or more Members subject to this Section 9.7(b) have
  the same Severance from Service Date, the determination of whether the
  foregoing restrictions apply will be made beginning with the oldest of the
  Members and proceeding to the youngest, taking into account with each Member
  any payments to be made to the Members who preceded him.

  (c)    Repayment Guarantee. A Member who is otherwise restricted
  from receiving a lump-sum payment of his Retirement Benefit because of the
  provisions of Section 9.7(b), above, may receive a lump-sum payment if, prior
  to receipt of such lump-sum payment, the Member provides a written guarantee
  to the Retirement Committee of repayment of the lump-sum payment to the Plan,
  in the event of

  47



  


  the Plan's termination. The amount subject to a guarantee of
  repayment (the "Excess Amount"), for any Plan Year, is the excess of the
  amounts distributed to a Member (accumulated with reasonable interest) over
  the amounts that could have been distributed to the Member under a single life
  annuity that is the Actuarial Equivalent of the sum of such Member's Accrued
  Benefit and other benefits under the Plan (accumulated with reasonable
  interest). The affected Member may guarantee repayment by: (i) depositing in
  escrow, with an acceptable depository, property having a fair market value
  equal to at least 125 percent of the Excess Amount, (ii) providing a bank
  letter of credit in an amount equal to at least 100 percent of the Excess
  Amount, or (iii) posting a bond equal to at least 100 percent of the Excess
  Amount. If the Member elects to post bond, the bond must be furnished by an
  insurance company, bonding company or other surety acceptable for federal
  bonds. 

  The escrow arrangement may provide that the Member may
  withdraw amounts in excess of 125 percent of the Excess Amount. If the market
  value of the property in an escrow account falls below 110 percent of the
  Excess Amount, the Member must deposit sufficient additional property to bring
  the total value of the property held by the depository to 125 percent of the
  Excess Amount. The escrow arrangement may provide that the Member shall have
  the right to receive any income from the property placed in escrow, provided
  that no such payment may be made if the value of the property in the escrow
  account is less than 125 percent of the Excess Amount or if such payment would
  cause the value of the property in the escrow account to be less than 125
  percent of the Excess Amount. A surety or bank may release any liability on a
  bond or letter of credit in excess of 100 percent of the Excess Amount. If the
  Retirement Committee certifies to the depository, surety or bank that a Member
  (or such Member's estate) is no longer obligated to repay any Excess Amount,
  the depository may deliver to such Member (or such Member's estate) any
  property held under an escrow agreement, and a surety or bank may release any
  liability on such Member's bond or letter of credit.

  (d)    Delayed Lump-sum Distribution. Notwithstanding the above, a
  Member who, on his Severance from Service Date, is entitled to receive his
  Retirement Benefit only in an annuity form, because of the provisions of this
  Section 9.7, may on or before such date make an irrevocable election to
  receive his Retirement Benefit in the form of an annuity only until such time
  as it is determined that he is no longer restricted under this Section 9.7,
  and then to receive a lump sum payment that is the Actuarial Equivalent of the
  Member's remaining Retirement Benefit. However, if such determination is not
  made prior to the first day of the Plan Year that is eight years coincident
  with or subsequent to the Member's Severance from Service Date or if the
  Member's death occurs prior to such a determination, the Member's Retirement
  Benefit shall continue in the form of annuity selected by the Member, in
  accordance with its terms, until the Actuarial Equivalent present value of
  benefits payable to the Member is $5,000 ($1,000, effective March 28, 2005) or
  less, at which time the Member shall receive a lump sum payment that is the
  Actuarial Equivalent of the Member's remaining Retirement Benefit. Any such
  determination shall be made as of the last day of each Plan Year. Payment of
  such lump sum shall relieve the Plan of all obligations to the Member. 

  48



  


  In determining whether, as of a given last day of a Plan Year, two or more
  Members' Retirement Benefits are no longer restricted, the order in which such
  determination shall be made with respect to the Members shall be based on the
  Members' respective Severance from Service Dates. The Member whose Severance
  from Service Date occurs first shall be the first eligible to receive a
  lump-sum payment that is the Actuarial Equivalent of such Member's remaining
  Retirement Benefit; other affected Members shall be considered in sequence,
  proceeding to the one(s) with the most recent Severance from Service Date,
  taking into account with each Member any payments to be made to the Members
  who preceded him. In the event that two or more Members electing delayed
  lump-sum distribution under this Section 9.7(d) have the same Severance from
  Service Date, the determination of eligibility to receive a lump-sum payment
  of a remaining Retirement Benefit will be made beginning with the oldest of
  the Members and proceeding to the youngest, taking into account with each
  Member any payments to be made to the Members who preceded him.



9.8    Plan Participation by Associate Companies 



  (a)    Adoption of the Plan. Any Affiliated Company, with the
  consent of the Company and by taking appropriate corporate action, may become
  an Associate Company and secure the benefits of the Plan for its Employees by
  adopting the Plan and by executing the Trust Agreement. As a condition to such
  Affiliated Company becoming an Associate Company, the Company may require such
  Affiliated Company to modify or amend any pension plan which such Affiliated
  Company may then have so as to conform to the provisions of the Plan, or to
  limit Prior Service, as defined in Section 2.1(p)(2), to service rendered for
  such corporation on and after a date to be determined by the Company. The
  Associate Company shall thereafter promptly deliver to the Trustee a certified
  copy of the resolutions or other documents evidencing its adoption of the Plan
  and also a written instrument showing the consent by the Company to such
  adoption. 

  (b)    Withdrawal from the Plan. The Company may upon thirty (30)
  days written notice request an Associate Company to withdraw from the Plan and
  upon the expiration of such thirty-day period, unless such Associate Company
  has taken the appropriate corporate action to accomplish such withdrawal, such
  Associate Company shall be deemed to have withdrawn from the Plan. Any
  Employer may withdraw from the Plan by giving the Retirement Committee thirty
  (30) days written notice of its intention to withdraw. In the event any
  Employer withdraws from the Plan, the Retirement Committee shall thereupon
  determine, on the basis of actuarial valuation, that portion of the Trust Fund
  held on account of the Employees of such Employer not yet retired. The
  Retirement Committee in its discretion shall direct the Trustee either (1) to
  continue to hold such assets under the Plan on the date of such withdrawals;
  or (2) to deliver such assets to such trustee or trustees as shall be selected
  by such withdrawing Employer; or (3) to use such assets to purchase an
  appropriate retirement annuity for each Employee of such withdrawing Employer
  who was a Member on the date of such withdrawal.

   



Article 10.    Contributions  

49



10.1    Employer Contributions 

Each Employer shall make contributions from time to time in such amounts as
are necessary to maintain the Plan on a sound actuarial basis and to meet the
minimum funding standards of Code section 412. However, an Employer may
discontinue its contributions for any reason at any time. Any forfeitures shall
be used to reduce the amount of any Employer contributions otherwise payable for
succeeding Plan Years and will not be applied to increase the benefits any
Member would otherwise receive under the Plan.

10.2    Reversion of Employer
Contributions 


  (a)    That portion of a contribution made by an Employer by a mistake of
  fact shall be returned to an Employer within one year after the payment of the
  contribution. 

  (b)    An Employer's contributions to the Plan are conditioned upon their
  deductibility under Code section 404. That portion of a contribution made by
  an Employer and disallowed by the Internal Revenue Service as a deduction
  under Code section 404 shall be returned to an Employer within one year after
  the Internal Revenue Service disallows the deduction.

  (c)    Earnings attributable to the contributions to be returned under this
  section shall not be returned to an Employer and any losses attributable to
  such contributions shall reduce the amount returned.



10.3    Rollover Contributions 

The Trustee shall not accept a rollover contribution to the Plan on behalf of
an Employee. 

 

Article 11.    Administration of the Plan 

11.1    Responsibility for Plan and Trust Administration


The Plan shall be administered by the Retirement Committee, which shall be
appointed by the Board of Directors of the Company and shall be responsible for
the general administration of the Plan. However, the Retirement Committee shall
have no responsibility for or control over the investment of Plan assets. The
investment of the assets of the Plan shall be managed by the Plan Assets
Committee (the "Plan Assets Committee"), which shall be appointed by the Board
of Directors of the Company, except to the extent that such responsibility has
been allocated or delegated as hereinafter otherwise provided. The Retirement
Committee and the Plan Assets Committee are each referred to as a "Committee" in
this Article 11. The Trustee shall be responsible for the management of the
Plan's assets pursuant to the terms of the Trust Agreement. The Board of
Directors of the Company shall have the sole authority to appoint and remove any
Trustee or any member of the Committee, and to amend or terminate, in whole or
in part the Plan or the Trust. The Company, through the Committee shall have the
responsibility for the administration of the Plan, which is specifically
described in the Plan and the related Trust Agreement. Each of the Retirement
Committee and the Plan Assets Committee shall be a "named fiduciary" and the
Retirement Committee shall be the "plan administrator," for purposes of the Code
and ERISA.

50



11.2    Operation of the Committees 

Each Committee shall consist of at least three persons appointed by the Board
of Directors of the Company. Members of the Committees may resign at any time
upon due notice in writing. The Board of Directors of the Company may remove any
member of any Committee at any time, with or without cause. Vacancies in each
Committee shall be filled by the Board of Directors of the Company as soon as is
reasonably possible after the vacancy occurs. Until a new appointment is made,
the remaining member or members of each Committee shall have full authority to
act as such Committee. Any member of a Committee may resign by delivering his
written resignation to the Secretary of the Company (the "Secretary") and the
other members of the Committee. Any such resignation shall become effective upon
its receipt by the Secretary or on any other date as is agreed to by the
chairman of the Committee and the resigning member. Each Committee shall act by
a majority of its members at the time in office, and such action may be taken
either by vote at a meeting (including a telephone meeting) or by consent in
writing without a meeting. Each Committee shall hold meetings (including
telephone meetings) upon such notice and at such times and places as it may from
time to time determine. Notice of a meeting need not be given to any member of a
Committee who submits a signed waiver of notice before or after the meeting or
who attends a meeting (including a telephone meeting). Each Committee may adopt
such rules and appoint such subcommittees as it deems desirable for the conduct
of its affairs and the administration of the Plan, and may appoint one of its
members as its chairman. Each Committee shall elect a Secretary, who need not be
a member of the Committee, who shall record the minutes of its proceedings and
shall perform such other duties as may from time to time be assigned to him. Any
person dealing with a Committee shall be entitled to rely upon a certificate of
any member of such Committee, or its secretary, as to any act or determination
of the Committee. Each Committee may delegate such duties or powers, as it deems
necessary to carry out the administration of the Plan.

The Secretary (or other authorized officer of the Company) shall certify to
the Trustee the names and authorized signatures of the members of each Committee
and, as changes take place in membership, the names and signatures of new
members. Each Committee may authorize one or more of its respective members to
execute any document or documents on its behalf, in which event the applicable
Committee shall notify the Trustee in writing of such action and the name or
names of those so designated. The Trustee thereafter shall accept and rely
conclusively upon any direction or document executed by such member or members
as representing action by the Committee until such time as the Committee shall
file with the Trustee a written revocation of such designation.

11.3    Powers and Duties of the Retirement Committee 


The members of the Retirement Committee are hereby designated as "named
fiduciaries," within the meaning of section 402(a) of ERISA, with respect to the
operation and administration of the Plan and, except to the extent otherwise
provided herein, jointly shall administer the Plan in accordance with its terms
and shall have all powers necessary to carry out its duties hereunder. The
Retirement Committee shall determine, in a uniform and nondiscriminatory manner,
all questions concerning the administration, interpretation and application of
the Plan. Any such determination by the Retirement Committee shall be conclusive
and binding on all persons. In addition:

51




  (A)          The Retirement Committee will determine the names of Members,
  surviving Spouses and Beneficiaries and the amounts that are payable to them
  from the Trust Fund in accordance with the provisions of the Plan.

  (B)          The Retirement Committee shall keep in convenient form such
  data as shall be necessary for actuarial valuations of the contingent assets
  and liabilities of the Plan and for checking the experience thereof.

  (C)          The Retirement Committee shall determine the manner in which
  the funds of the Plan shall be dispensed including the form of voucher or
  waiver to be used in making disbursements and the due notification of persons
  authorized to approve and sign the same.

  (D)          The Retirement Committee shall determine whether a judgment,
  decree or order, including approval of a property settlement agreement, made
  pursuant to a state domestic relations law, including a community property
  law, that relates to the provision of child support, alimony payments, or
  marital property rights of a Spouse, former Spouse, child, or other dependent
  of the Member is a qualified domestic relations order within the meaning of
  Code section 414(p), and shall give the required notices and segregate any
  amounts that may be subject to such order if it is a qualified domestic
  relations order, and shall administer the distributions required by any such
  qualified domestic relations order.

  (E)          The Retirement Committee is authorized to make such rules and
  regulations as may be necessary to carry out the provisions of the Plan and
  will determine any questions arising in the administration, interpretation and
  application of the Plan, which determination shall be conclusive and binding
  on all parties. The Retirement Committee is also authorized to provide, on a
  nondiscriminatory basis, for accelerated vesting and to purchase or arrange
  for payment of an appropriate annuity or any other form of payment or to
  permit the immediate distribution of Plan benefits in those cases involving
  groups of Employees involuntarily terminated, including, but not limited to,
  cases involving groups of Employees who involuntarily cease to render
  Creditable Service due to a liquidation, sale, or other means of terminating
  the parent-subsidiary or controlled group relationship with an Employer or the
  sale or other transfer to a third party of all or substantially all of the
  assets used by an Employer in a trade or business conducted by an Employer,
  when the Retirement Committee determines that such action is appropriate to
  prevent inequities with respect to such Employees, and the determination of
  the Committee in such matters shall be conclusive and binding on all parties.
  Further, the Retirement Committee, upon the written request of the Company's
  Vice President-Organization and Human Resources, is authorized, with respect
  to a Member of the Plan who has five or more years of Creditable Service and
  who is transferred to the purchaser of a portion of the Company's operations,
  effective the day after the closing date of the sale, to grant additional
  Creditable Service and additional credit for age under the Plan, on a
  nondiscriminatory basis, in each case up to one percent for each year of
  Creditable Service, and to advance the date through which a Member's Earnings
  are calculated pursuant to Section 2.1(s) hereof, so as to prevent hardship
  with respect to his participation in said

  52



  


  purchaser's pension plan. The
  Retirement Committee is also authorized, with respect to a Member (i) whose
  Accrued Benefit is attributable to the Cash Balance Formula and (ii) who has
  completed at least five years of Creditable Service and (iii) who is
  transferred to the purchaser of a portion of the Company's operations,
  effective as of the day after the closing date of the sale, to grant
  additional Annual Pay Credits and Interest Credits, on a nondiscriminatory
  basis, so as to prevent hardship with respect to his participation in said
  purchaser's pension plan. The Retirement Committee is also authorized to
  waive, either in whole or in part, the percentage reductions for early
  commencement of retirement benefits set forth in Section 4.2(b)(2), on a
  nondiscriminatory basis, in those cases where groups of Employees have
  terminated employment either as a result of a reduction in the work force or
  for similar economic reasons, and, the determination of the Retirement
  Committee shall be conclusive and binding on all parties. The Retirement
  Committee is also authorized to adopt such rules and regulations as it may
  consider necessary or desirable for the conduct of its affairs and the
  transaction of its business, including, but not limited to, the power on the
  part of the Retirement Committee to act without formally convening and to
  provide that action of the Retirement Committee may be expressed by written
  instrument signed by a majority of its members. The Retirement Committee may
  retain legal counsel (who may be counsel for the Company) when and if it is
  found necessary to do so and may also employ such other assistants, clerical
  or otherwise, as may be requisite, and expend such monies as may be requisite
  in their work. All of these expenses of the Retirement Committee and the
  reasonable expenses of the Trustee in the administration of the trust as well
  as for actuarial services may be paid out of the Trust Fund to the extent
  permissible under applicable law. In exercising such powers and authorities,
  the Retirement Committee shall at all times exercise good faith, apply
  standards of uniform application and refrain from arbitrary action.



11.4    Duties of the Plan Assets Committee 


  (a)    The Plan Assets Committee shall have exclusive authority and
  fiduciary responsibility under ERISA, (i) to appoint and remove investment
  advisers, if any, under the Plan and the Trust Agreement, (ii) to direct the
  segregation of assets of the Trust Fund into an investment adviser account or
  accounts at any time, and from time to time to add to or withdraw assets from
  such investment adviser account or accounts as it deems desirable or
  appropriate and also to direct the Company's contribution or any portion
  thereof into any of the accounts maintained under the Trust, (iii) to direct
  the Trustee to enter into an agreement or agreements with an insurance company
  or companies designated by the Plan Assets Committee as provided in the Trust
  Agreement, (iv) to establish investment guidelines for areas other than those
  set forth above and, within such guidelines, to direct the Trustee to purchase
  and sell securities or to enter into one or more agreements with one or more
  companies, partnerships or joint ventures and to transfer assets of the Trust
  Fund to such entities for purposes of investment therein; provided however,
  that, except as expressly set forth above, the Plan Assets Committee shall
  have no responsibility for or control over the investment of the Plan assets
  held in the Trust Fund established hereunder. In addition, the Plan Assets
  Committee shall receive the reports and recommendations of the actuary
  designated by the Company concerning

  53



  


  actuarial assumptions to be adopted on subjects including, but not limited
  to, Employee turnover, rate of mortality, disability rate, ages at actual
  retirement, rate of pay increases, investment income and size of participant
  group, and make such recommendations and determinations based upon such
  reports and recommendations as it may deem necessary or appropriate. The Plan
  Assets Committee may appoint or employ such persons as it deems necessary to
  render advice with respect to any responsibility of the Plan Assets Committee
  under the Plan. The Plan Assets Committee may allocate to any one or more of
  its members any responsibility that it may have under the Plan and may
  designate any other person or persons to carry out any responsibility of the
  Plan Assets Committee under the Plan. Any person may serve in more than one
  fiduciary capacity with respect to the Plan. Members of the Plan Assets
  Committee may resign at any time upon due notice in writing. The Board of
  Directors of the Company may remove any Plan Assets Committee members and
  appoint others in their places. The Plan Assets Committee may act by a
  majority of its members. 

  (b)    The Plan Assets Committee is authorized to make such rules and
  regulations as may be necessary to carry out its duties under the Plan. The
  Plan Assets Committee is also authorized to adopt such rules and regulations
  as it may consider necessary or desirable for the conduct of its affairs and
  the transaction of its business, including, but not limited to, the power on
  the part of the Plan Assets Committee to act without formally convening and to
  provide that action of the Plan Assets Committee may be expressed by written
  instrument signed by a majority of its members. The Plan Assets Committee may
  retain legal counsel (who may be counsel for the Company) when and if it be
  found necessary to do so and may also employ such other assistants, clerical
  or otherwise, as may be requisite, and expend such monies as may be requisite
  in their work. All of these expenses of the Plan Assets Committee as well as
  expenses for investment counseling may be paid out of the Trust Fund to the
  extent permissible under applicable law.



The Retirement Committee may make such rules and regulations in connection
with its administration of the Plan as are consistent with the terms and
provisions hereof.

11.5    Duties of the Trustee 

The Trustee is hereby designated as a "named fiduciary",
within the meaning of section 402(a) of ERISA, and shall possess all powers
which may be necessary to carry out its duties, as set forth in the Trust
Agreement. In addition:


  (a)          The Trustee may, to the full extent permitted by law,
  establish procedures for the designation of persons other than named
  fiduciaries to carry out its fiduciary responsibilities (other than trustee
  responsibilities) under the Plan. If the Trustee properly allocates any
  fiduciary responsibility to another person or designates another person to
  carry out any of its responsibilities, the Trustee shall not be liable for any
  act or omission of such person in carrying out such responsibility, except as
  provided in section 405(c) of ERISA.

  (b)          The Trustee shall act in accordance with any directions issued
  to it directly by the Plan Assets Committee (or if required by the terms of
  the applicable Trust Agreement, indirectly by the Retirement Committee) with
  respect to the Trustee's exercise of any of the

  54



  


  powers conferred upon it by the Trust Agreement. Any direction to the
  Trustee shall be in writing and signed by the secretary or a duly authorized
  member of the Plan Assets Committee. The Retirement Committee, the Employers,
  and the Company, and their officers and directors, shall be entitled to rely
  upon all tables, valuations, certificates, and reports furnished by any
  enrolled actuary selected by the Retirement Committee, upon all certificates
  and reports made by any accountant selected by the Retirement Committee, the
  Company, or the Employers, and upon all opinions given by any legal counsel
  selected by the Retirement Committee. The Retirement Committee, the Company,
  and the Employers and their officers and directors, shall be fully protected
  with respect to any action taken or suffered by them in good faith in reliance
  upon any such actuary, accountant or counsel, and all action so taken or
  suffered shall be conclusive upon all persons.



11.6    Standard of Duty 

The members of the Retirement Committee and the Plan Assets Committee, as
well as the Trustee, shall discharge their duties with respect to the Plan
solely in the interests of the Members and their Beneficiaries and in accordance
with section 404 of ERISA.

11.7    Funding and Investment Policy 

The Plan Assets Committee shall establish an investment policy and funding
policy consistent with the objectives of the Plan and the requirements of Title
I of ERISA. The Plan Assets Committee shall at least annually review such policy
and method. In establishing and reviewing such policy and method, the Plan
Assets Committee shall endeavor to determine the Plan's short-term and long-term
financial needs, taking into account the need for liquidity to pay benefits and
the need for investment growth. The general objective of the funding policy and
method shall be at all times to maintain a balance between safety in capital
investment and investment return. All actions of the Plan Assets Committee taken
to carry out the purposes of this Section 11.7, and the reasons therefor, shall
be recorded in the minutes of the Plan Assets Committee and shall be made
available to the Board and senior financial officers of the Company.
Notwithstanding anything herein to the contrary, the Retirement Committee or the
Plan Assets Committee may provide for the funding of the payment of any benefits
prescribed by the Plan through the purchase of immediate or deferred annuities,
as the case may be, from any governmental agency or insurance company or
companies, approved by the Company.

11.8    Compensation and Expenses 

The members of the Retirement Committee and the Plan Assets Committee shall
serve without compensation for services as such. All expenses of the Retirement
Committee and the Plan Assets Committee that are properly allocable to the Plan
shall be paid out of the Trust Fund, to the extent permissible under applicable
law, unless paid by the Company. Such expenses shall include any expenses
incidental to the functioning of the Retirement Committee and the Plan Assets
Committee, including, but not limited to, fees of independent accountants,
enrolled actuaries, legal counsel, investment advisors and other specialists and
other expenses.

55



11.9    Non-Liability and Indemnification 

To the extent permitted by law, the Retirement Committee, the Plan Assets
Committee, the Boards of Directors of the Employers, and the Employers and their
respective officers shall not be liable for the directions, actions or omissions
of any agent, legal or other counsel, accountant or any other expert who has
agreed to the performance of administrative duties in connection with the Plan
or Trust. The Committees, the Boards of Directors of the Employers, and the
Employers and their respective officers shall be entitled to rely upon all
certificates, reports, data, statistics, analyses and opinions which may be made
by such experts and shall be fully protected in respect to any action taken or
suffered by them in good faith reliance upon any such certificates, reports,
data, statistics, analyses or opinions; all action so taken or suffered shall be
conclusive upon each of them and upon all persons having or claiming to have any
interest in or under the Plan.

Each member of each of the Retirement Committee, the Plan Assets Committee,
and the Board of Directors, shall be indemnified by the Company against all
costs and expenses (including counsel fees but excluding any amount representing
a settlement unless such settlement be approved by the Board of Directors of the
Company) reasonably incurred by or imposed upon him, in connection with or
resulting from any action, suit or proceeding, to which he may be made a party
by reason of his being or having been a member of the Retirement Committee or
the Plan Assets Committee, as applicable (whether or not he continues to be a
member of such Committee at the time when such cost or expense is incurred or
imposed), to the full extent permitted by law. The foregoing rights of
indemnification shall not be exclusive of other rights to which any member of
the Retirement Committee or the Plan Assets Committee may be entitled as a
matter of law.

11.10    Claims Procedure 

If an Employee, Member or Beneficiary ("Claimant") receives an adverse
determination with respect to a claim for benefits which determination results,
wholly or partially, in the denial, reduction or termination of benefits under
the Plan, or the failure to provide full or partial payment, or if such adverse
determination is based upon eligibility, the Retirement Committee shall provide
the Claimant with written notification or electronic notification (in accordance
with the requirements of Department of Labor Regulation section
2520.104b-1(c)(1)(i), (iii) and (iv)) of the adverse determination with respect
to the claim within a reasonable period of time, but not later than 90 days
after the claim has been received by the Plan; provided, however, that in the
event of special circumstances, such period may be extended beyond the initial
90-day period but not later than 180 days after the claim has been received by
the Plan. In the event of such an extension, the Claimant shall be notified in
writing of the extension prior to the expiration of the initial 90-day period.
Such notification shall explain the special circumstances requiring the
extension and indicate the date by which the Plan expects to render a
determination with respect to the claim.

The notification of the adverse determination with respect to a claim
provided to the Claimant shall set forth the following:


  (a)    the specific reason or reasons for the adverse determination; 

  (b)    reference to the specific Plan provisions on which the adverse
  determination is based;

  56



  


  (c)    a description of any material or information necessary for the
  Claimant to perfect the claim and an explanation of why such material or
  information is necessary; 

  (d)    appropriate information as to the steps to be taken if the Claimant
  wishes to submit the claim for review, including any time limits applicable
  with respect to such steps; and

  (e)    a statement of the Claimant's right to bring a civil action under
  section 502(a) of ERISA following the adverse determination on review with
  respect to the claim. 



Any request for a review must be made in writing to the Retirement Committee
within 60 days of the date the Retirement Committee notifies the Claimant of the
adverse determination with respect to the claim. Upon receipt by the Plan of the
request for review, the claim will be reviewed by the Retirement Committee. A
Claimant's request for a review must be given a full and fair review by the
Retirement Committee. In connection with such request, the Claimant, or his duly
authorized representative, may:

          (1)    upon request and free of charge, have reasonable access to
all documents, records and other information that is relevant (within the
meaning of Department of Labor Regulation section 2560.503-1(m)(8)) to the
claim; and 

          (2)    submit written comments, documents, records and other
information relating to the claim.

The review of the claim by the Retirement Committee shall take into account
all comments, documents, records and other information submitted by the Claimant
relating to the claim, without regard to whether such information was submitted
or considered in the initial determination.

If the Retirement Committee deems it appropriate, it may hold a hearing with
respect to a claim. If a hearing is held, the Claimant shall be entitled to be
represented by counsel. The determination of the Retirement Committee shall be
made within a reasonable period of time, but not later than 60 days after
receipt by the Plan of the request for review, unless special circumstances
(such as the need to hold a hearing) require an extension of time, in which
event such determination shall be rendered not later than 120 days after receipt
by the Plan of the request for review. If such an extension is required, written
notification of the extension shall be furnished to the Claimant prior to the
expiration of the initial 60-day period. Such notification shall explain the
special circumstances requiring the extension and indicate the date by which the
Plan expects to render a determination with respect to the review of the claim.

The Retirement Committee shall provide the Claimant with written notification
or electronic notification (in accordance with the requirements of Department of
Labor Regulation section 2520.104b-1(c)(1)(i), (iii) and (iv)) of its
determination with respect to its review of the claim. If the adverse
determination with respect to the claim is upheld by the Retirement Committee,
the notification shall set forth:

57




  (a)          the specific reason or reasons for the adverse determination;

  (b)          reference to the specific Plan provisions on which the adverse
  determination is based; 

  (c)          a statement that the Claimant is entitled to receive upon
  request and free of charge, reasonable access to, and copies of, all
  documents, records and other information relevant (within the meaning of
  Department of Labor Regulation section 2560.503-1(m)(8)) to the adverse
  determination with respect to the claim; and

  (d)          a statement of the Claimant's right to bring a civil action
  under section 502(a) of ERISA following the adverse determination on review
  with respect to the claim.



All interpretations, determinations and decisions of the Retirement Committee
with respect to any claim shall be made by the Retirement Committee in its sole
discretion based on the Plan and documents presented to it and shall be final,
conclusive and binding.

 

Article 12.    Trust Arrangements 

12.1    Appointment of Trustee 

A Trustee for the Plan shall be appointed from time to time by the Board of
Directors of the Company and, upon acceptance thereof, the Trustee shall perform
the duties and exercise the authority of the Trustee as set forth in the Plan
and in the Trust Agreement.

12.2    Removal of Trustee; Appointment of Other Trustee


The Board of Directors of the Company reserves the right to remove the
Trustee at any time and to appoint a successor Trustee.

12.3    Change in Trust Agreements 

The Board of Directors of the Company may from time to time enter into such
further agreements with a Trustee or other parties and make such amendments to
Trust Agreements as it may deem necessary or desirable to carry out the Plan;
and may take such other steps and execute such other instruments as may be
deemed necessary or desirable to put the Plan into effect or to carry it out.

 

Article 13.    Top-Heavy Plan Provisions 

13.1    General Rule 

In the event that the Plan is top-heavy, or is a member of a top-heavy group,
with respect to any Plan Year the provisions of Sections 13.4 through 13.7 shall
apply.

58



13.2    When Plan is Top-Heavy 

The Plan shall be top-heavy for a Plan Year if as of the Applicable
Determination Date (as defined in Section 13.7(a)), the present value of the
cumulative Accrued Benefits under the Plan for Key Employees (as defined in
Section 13.7(b)) exceeds 60 percent of the cumulative Accrued Benefits under the
Plan for all Employees (other than former Key Employees) under the Plan. Such
amounts shall include the value of any distributions made with respect to an
Employee during the five-year period ending on the Applicable Determination
Date. The Accrued Benefits of individuals who have not performed services for an
Employer or the Affiliates at any time during the five-year period ending on the
Applicable Determination Date shall not be taken into account. The determination
of the foregoing ratio shall be made in accordance with Code section 416(g),
which is incorporated herein by this reference. Notwithstanding the foregoing,
the Plan shall not be top-heavy if it is part of any aggregation group of plans,
as defined in Section 13.3(a), that is not a top-heavy group.

13.3    When Plan is in Top-Heavy Group 

A plan is a member of a top-heavy group with respect to a Plan Year if as of
the Applicable Determination Date (as defined in Section 13.8(a)), it is part of
a "required aggregation group" of plans which is top-heavy. For purposes of this
Article--


  (a)    An "aggregation group of plans" shall consist of a "required
  aggregation group" of plans that shall include each plan qualified under Code
  section 401(a) which is maintained by an Employer or an Affiliate and (1) in
  which a Key Employee (as defined in Section 13.7(b)) is a participant in the
  Plan Year that contains the Applicable Determination Date, or any of the four
  preceding Plan Years, or (2) which enables any other plan in which a Key
  Employee is a participant to meet the requirements of Code section 401(a)(4)
  or 410. In addition, at the election of the Retirement Committee, an
  aggregation group of plans may be expanded to include the "permissive
  aggregation group." "Permissive aggregation group" consists of the plans of an
  Employer or an Affiliate that are required to be aggregated, plus one or more
  plans of an Employer that are not part of a required aggregation group but
  that satisfy the requirements of Code sections 401(a)(4) and 410 when
  considered with the required aggregation group; and 

  (b)    an aggregation group of plans shall be a "top-heavy group" with
  respect to a Plan Year if as of the Applicable Determination Date, the sum
  of-- 

            (1)    the present value of the cumulative Accrued Benefits for
  Key Employees under all defined benefit plans included in such group, and 

            (2)    the aggregate of the accounts of Key Employees under all
  defined contribution plans included in such group exceeds 60 percent of a
  similar sum determined for all Employees (other than former Key Employees)
  covered under the aggregation group of plans. Cumulative Accrued Benefits and
  account balances shall be adjusted for any distribution made in the one-year
  period ending on the Applicable Determination Date and any contribution due
  but unpaid as of said Applicable Determination Date; provided, however, that
  in the case of a distribution made to a Member for a reason other than
  separation from service, death or Disability, this provision shall be applied
  by substituting "five-year period" for "one-year period." Account balances and
  Accrued Benefits of individuals who have

  59



  


  not performed services for an
  Employer or any Affiliates at any time during the one-year period ending on
  the Applicable Determination Date shall not be taken into account. The
  determination of the foregoing ratio, including the extent to which
  distributions (including distributions from terminated plans), rollovers, and
  transfers are taken into account, shall be made in accordance with Code
  section 416 and the regulations thereunder.



13.4    Minimum Benefit 


  (a)    Notwithstanding any other section of the Plan to the contrary, each
  Member who is not a Key Employee (as defined in Section 13.7(b)) shall accrue
  a Normal Retirement Benefit for each year that shall not be less than two
  percent of the Member's average Limitation Earnings (as defined in Section
  13.6) for the five consecutive Plan Years for which such Limitation Earnings
  was the highest. The accrual under this section shall be determined without
  regard to any Social Security contribution or other Plan provisions for
  integration with Social Security. 

  (b)    No additional benefit accruals shall be provided under Section
  13.4(a) once the total annual benefit payable under the Plan in the form of a
  Single Life Annuity at age 65 equals or exceeds 20 percent of the Member's
  highest average Limitation Earnings (as defined in Section 13.6) for the five
  consecutive years for which such Limitation Earnings was the highest.

  (c)    If a Member who is not a Key Employee (as defined in Section
  13.7(b)) is also a participant under one or more defined contribution plans in
  an aggregation group of plans maintained by an Employer in any Plan Year in
  which the Plan is top-heavy, the minimum benefit credited to such Member in
  accordance with Section 13.4(a) shall be offset by the Actuarial Equivalent of
  the value of an Employer's contributions to such defined contribution plan or
  plans on the Non-Key Employee's behalf. Such actuarial equivalent shall be
  calculated using all accruals derived from Employer contributions, whether or
  not attributable to years in which the Plan is top-heavy and may be used in
  determining whether the minimum accrued benefit requirements for a Non-Key
  Employee has been satisfied.



13.5    Accelerated Vesting 


  (a)    For each Plan Year for which the Plan is top-heavy, or is a member
  of a top-heavy group, the provisions of Section 4.2(a) shall be changed to
  provide for vesting of a Member's Accrued Benefit in accordance with the
  following schedule: 



 


	
    Completed Years of Creditable Service
	

    Vested Percentage
	
    Less than 2 years
	
    0%

	
    2 years but less than 3 years
	
    40%

	
    3 years but less than 4 years
	
    60%

	
    4 years but less than 5 years
	
    80%

	
    5 years or more
	
    100%




60




  Notwithstanding the foregoing, this subsection (a) shall not apply to the
  Accrued Benefit of any Member who is not credited with an Hour of Service
  while the Plan is top-heavy.

  (b)    In a Plan Year in which the Plan is no longer top-heavy or a member
  of a top-heavy group, the vesting provisions contained in Section 4.2(a) shall
  be restored. Notwithstanding such restoration, the provisions of Section
  4.2(a), as modified by Section 14.5(a) above, shall continue to apply in the
  case of a Member with three or more Years of Creditable Service at the time of
  such restoration.



13.6    Limitation on Earnings


In determining a Member's benefits for a Plan Year with respect to which the
Plan is top-heavy or is a member of a top-heavy group, the maximum amount of
Limitation Earnings for each year taken into account to determine Plan benefits
with respect to such Plan Year shall be the applicable dollar amount limitation
set forth in Section 2.1(s)(3).

13.7    Definitions 

For purposes of this Article 13--


  (a)    "Applicable Determination Date" shall mean, with respect to
  the Plan, the determination date for the Plan Year of reference and, with
  respect to any other plan, the determination date for any plan year of such
  plan which falls within such calendar year as of the Applicable Determination
  Date of the Plan. For purposes of this subsection, the term "determination
  date" shall mean, with respect to the initial plan year of a plan, the last
  day of such plan year and, with respect to any other plan year of a plan, the
  last day of the preceding plan year of such plan. The present value of an
  Accrued Benefit shall be determined as of the most recent valuation date, used
  for purposes of Code section 412, which is within the 12-month period ending
  on the Applicable Determination Date. 

  (b)    "Key Employee" shall mean a Member, former Member, or a
  beneficiary as described in Code section 416(i)(1). Where an individual's
  compensation is a factor in determining whether he is a Key Employee, Total
  Earnings (as defined in Section 9.7(a)(1)) shall be used.

   



Article 14.    Miscellaneous 

14.1    No Employment Rights Created 

Neither the establishment nor the continuation of the Plan, nor anything
contained within the Plan, shall be deemed to give any person the right to
continued employment by an Employer or its Affiliates, or to affect the right of
an Employer or its Affiliates to terminate the employment of any individual.

61



14.2    Rights to Trust Assets 

No Employee or Beneficiary shall have any right to, or interest in, any
assets of the Trust Fund upon termination of his employment or otherwise, except
as specifically provided under the Plan, and then only to the extent of the
benefits payable under the Plan to such Employee or Beneficiary out of the
assets of the Trust Fund. All payments of benefits as provided for in the Plan
shall be made solely out of assets of the Trust Fund and neither the Company, an
Employer, the Affiliates, nor any fiduciary of the Plan shall be liable therefor
in any manner.

14.3    Nonalienation of Benefits 

Except to the extent permissible under applicable law, benefits payable under
the Plan shall not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or
levy of any kind, either voluntary or involuntary, including any such liability
which is for alimony or other payments for the support of a Spouse or former
Spouse, or for any other relative of the Employee, prior to actually being
received by the person entitled to the benefit under the terms of the Plan; and
any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber,
charge, or otherwise dispose of any right to benefits payable hereunder, shall
be void. The Trust Fund shall not in any manner be liable for, or subject to,
the debts, contracts, liabilities, engagements, or torts of any person entitled
to benefits hereunder. Notwithstanding the foregoing, a Member's benefits under
the Plan may be offset against any amount that the Member is ordered or required
to pay to the Plan due to a fiduciary breach or other misconduct effective for
judgments or settlement agreements made on or after August 5, 1997, as
determined in accordance with the requirements of section 206(d)(4) of ERISA, as
amended.

The preceding paragraph shall also apply to the creation, assignment, or
recognition of a right to any interest or benefit payable with respect to a
Member pursuant to a domestic relations order, unless such order is determined
to be a qualified domestic relations order (as defined in Code section 414(p)).
The Retirement Committee shall establish reasonable procedures to determine the
qualified status of domestic relations orders and to administer distributions
under such qualified orders. Any other provision of the Plan to the contrary
notwithstanding, if the amount payable to an alternate payee under a qualified
domestic relations order is less than or equal to $5,000, such amount shall be
paid as soon as practicable following the qualification of the order. If such
amount exceeds $5,000, it shall not be payable prior to the Member's "earliest
retirement age" (within the meaning of Code section 414(p)(4)(B)).

14.4    Expenses 

To the extent permissible under applicable law, all reasonable expenses of
the Plan and Trust Fund shall be paid by, and constitute a charge upon, the
Trust Fund, except to the extent that such expenses may have been paid by an
Employer in its sole and absolute discretion. Such expenses shall include any
expenses incident to the functioning of the Plan, including, without limitation,
attorneys' fees and the compensation of actuaries and other agents, accounting
and clerical charges, expenses, if any, of being bonded as required by ERISA,
the premiums of plan termination insurance purchased from the Pension Benefit
Guaranty Corporation, and any other costs of administering the Plan.

62



14.5    Severability 

the event that any provision of the Plan is held invalid or illegal for any
reason, such invalidity or illegality shall not affect the remaining parts of
the Plan and the Plan shall be enforced and construed as if such provision had
never been inserted herein.

14.6    Governing State 

The Plan shall be construed in accordance with the laws of the State of New
York except where such laws have been preempted by ERISA or other laws of the
United States.

14.7    Facility of Payment 

If the Retirement Committee shall find that any person to whom a benefit is
payable from the Trust Fund is unable to care for his affairs because of illness
or accident, any payments due (unless a prior claim therefor shall have been
made by a duly appointed guardian, committee, or other legal representative) may
be paid to the recipient's Spouse, child, parent, brother or sister, or to any
person deemed by the Retirement Committee to have incurred expense for such
person otherwise entitled to payment. Any such payment shall be a complete
discharge of any liability under the Plan therefor.

14.8    Missing Persons 

If the Retirement Committee is unable to locate a proper payee within one
year after a benefit becomes payable, the Retirement Committee may treat the
benefit as a forfeiture; however, if a claim for benefits is subsequently
presented by a person entitled to a payment, the forfeited amount shall be
recredited upon verification of the claim, except for those amounts that have
been paid pursuant to an escheat or other applicable law.

14.9    Titles 

The titles of sections are included only for convenience of
reference and shall not be construed as part of the Plan or in any respect
affecting or modifying its provisions.

63



 

 


SCHEDULE A


Groups or classes eligible for participation in the Minerals Technologies
Inc. Retirement Plan (except in each case employees covered by a collective
bargaining agreement that does not provide for coverage of such employees under
the Plan, if there is evidence that retirement benefits were the subject of good
faith bargaining):

1.          All employees in the service of Minerals Technologies Inc.

2.          All employees in the service of the following Associate
Companies:


  
    
      Barretts Minerals Inc.

      Specialty Minerals Inc.

      MINTEQ International Inc.

      Specialty Minerals (Michigan) Inc.

      Specialty Minerals Mississippi Inc.

      Synsil Products Inc.

       

    

  




 

 

SCHEDULE B


Early Retirement Table

The following table sets forth the percentages which will apply at the ages
indicated in the computation of early retirement benefits pursuant to Section
4.2(b)(2)(A):

                       

Age                                                                     
Percentage

                        65                                                                            100

                        64                                                                              96

                        63                                                                              92

                        62                                                                              88

                        61                                                                              84

                        60                                                                              80

                        59                                                                              76

                        58                                                                              72

                        57                                                                              68

                        56                                                                             64

                        55                                                                             60

 

64




 

SCHEDULE C


Alternate Early Retirement Table

The following table sets forth the percentages which will apply
at the ages indicated in the computation of early retirement benefits pursuant
to Section 4.2(b)(2)(B):

 

 


  
    
      Minimum Years

    

  

  
  Age               of Service              Percentage

  
  64                      26                      100

  63                      27                      100

  62                      28                      100

  61                      29                      100

  60                      30                      100

  59                      31                       96

  58                      32                       92

  57                      33                       88

  56                      34                       84

  55                      35                       80



 


 

 

 

SCHEDULE D


Vested Benefit Table

The following table sets forth the percentages which will apply
at the ages indicated in the computation of vested benefits pursuant to Section
4.2(b)(2)(C):

	
    Age That Annuity

    Payments Commence
	
    Percentage of

    Vested Annuity

	
    65+
	
    100%

	
    64
	
    94

	
    63
	
    88

	
    62
	
    82

	
    61
	
    76

	
    60
	
    70

	
    59
	
    64

	
    58
	
    58

	
    57
	
    52

	
    56
	
    46

	
    55
	
    40



65




 

SCHEDULE E


Other Company Service

A Member's Creditable Service pursuant to Section 2.1(p)(5)
shall include service with the following employers as provided herein.

(1)    Service With Zedmark Refractories Corporation and/or Zedmark Inc.
Creditable Service, for purposes of vesting pursuant to Section 4.2(a),
shall include each full year of service for the period during which a Member was
employed by Zedmark Refractories Corporation and/or Zedmark, Inc. prior to
October 3, 1989, except if such Member was covered at such time by a collective
bargaining agreement that did not provide for coverage of such Member under the
Pfizer Plan. Creditable Service for purposes of benefit accrual under the Career
Earnings Formula shall include each full year of service for the period during
which a Member was employed by Zedmark Refractories Corporation and/or Zedmark,
Inc. prior to October 3, 1989, provided such number of full years of service may
not exceed the number of full years of service the Member is employed by the
Company after October 3, 1989; and provided, further, such Member was not
covered, on October 3, 1989, by a collective bargaining agreement that did not
provide for coverage of such Member under the Pfizer Plan. 

(2)    Service With Nalco Chemical Company. Creditable Service, for
purposes of vesting under Section 4.2(a) and eligibility for early retirement
under Section 4.2(b)(2)(A) and (B) shall include each full year of service for
the period during which a Member was employed by Nalco Chemical Company prior to
June 1, 1988, if such Member was a transferred employee, as such term is defined
in the Purchase Agreement dated June 1, 1988, between Quigley Company, Inc. and
Pfizer Inc., as purchasers and Nalco Chemical Company, as seller. 

(3)    Service With Martin Marietta Magnesia Specialties, Inc. With
respect to Members who were employees of Martin Marietta Magnesia
Specialties, Inc. on April 30, 2001, who became Employees on May 1, 2001,
Creditable Service, for purposes of vesting under Section 4.2(a) and eligibility
for early retirement under Section 4.2(b)(2) shall include each full year of
service for the period during which a Member was employed by Martin Marietta
Magnesia Specialties, Inc. prior to May 1, 2001; provided such Member was not
covered, on April 30, 2001, by the terms of a collective bargaining agreement of
which Martin Marietta Magnesia Specialties, Inc. was a party.


 


66