**Exhibit10.29**

 

 

**RETIREMENT PLAN B**

**FOR EMPLOYEES OF**

**AMERICAN CRYSTAL SUGAR COMPANY**

**(2002RESTATEMENT)**

 

 

Completed By Timothy R.Quinn

(612) 607-7581

Oppenheimer, Wolff &Donnelly LLP

 

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Table of Contents

 
| ARTICLE I.  History, Definitions and Interpretation |
|-----------------------------------------------------|
|                                                | Section  1.1. | History |
|                                                | Section 1.2. | Definitions |
|                                                |   | Accrual  Service |
|                                                |   | Accrued  Benefit |
|                                                |   | Actuarial  Equivalent |
|                                                |   | Actuarial  Value |
|                                                |   | Actuary |
|                                                |   | Administrative Committee |
|                                                |   | Administrator |
|                                                |   | Alternate  Payee |
|                                                |   | Annuity  Starting Date |
|                                                |   | Beneficiary |
|                                                |   | Benefit  Credits |
|                                                |   | Break in  Service |
|                                                |   | Claims  Reviewer |
|                                                |   | Code |
|                                                |   | Company |
|                                                |   | Covered  Employee |
|                                                |   | Deferred Retirement Date |
|                                                |   | Domestic Relations Order |
|                                                |   | Early  Retirement Date |
|                                                |   | Effective Date |
|                                                |   | Effective Date of  this Restatement |
|                                                |   | Election  Period |
|                                                |   | Eligibility  Computation Period |
|                                                |   | Eligible  Employee |
|                                                |   | Eligibility  Service |
|                                                |   | Eligible  Beneficiary |
|                                                |   | Employee |
|                                                |   | Employer |
|                                                |   | ERISA |
|                                                |   | Funding Medium |
|                                                |   | Highly Compensated  Employee |
|                                                |   | Hour of Service |
|                                                |   | Leased  Employee |
|                                                |   | Managing Body |
|                                                |   | Normal Form |
|                                                |   | Normal  Retirement Age |
|                                                |   | Normal  Retirement Date |
|                                                |   | Participant |
|                                                |   | Participating  Employer |
|                                                |   | Plan |
|                                                |   | Plan  Anniversary Date |
|                                                |   | Plan Year |
|                                                |   | Plan  Termination Date |
|                                                |   | Predecessor  Employer |
|                                                     |  |  |  |

 

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|                                 |           | Pre-Retirement  Survivor Annuity           |
|--------------------------------------|----------------|--------------------------------------------|
|                                 |           | Prior Plan                                 |
|                                 |           | Qualified Domestic  Relations Order        |
|                                 |           | Qualified Early  Retirement Date           |
|                                 |           | Qualified  Joint and Survivor Annuity Form |
|                                 |           | Related Employer                           |
|                                 |           | Social Security  Retirement Age            |
|                                 |           | Technician I, II, or III                   |
|                                 |           | Technician IV                              |
|                                 |           | Termination of Employment                  |
|                                 |           | Termination  of Service                    |
|                                 |           | Vested                                     |
|                                 |           | Vesting  Service                           |
|                                 | Section 1.3.   |                                       | Interpretation |
|                                 | Section  1.4.  |                                       | Applicable  Law, Statute of Limitations |
|                                 | Section 1.5.   |                                       | Rule of Construction |
|                                 |
| ARTICLE II.  Participating Employers |
|                                 | Section 2.1.   |                                       | Eligibility |
|                                 | Section  2.2.  |                                       | Commencement  of Participation |
|                                 | Section 2.3.   |                                       | Termination  of Participation |
|                                 | Section 2.4.   |                                       | Recordkeeping  and Reporting |
|                                 | Section  2.5.  |                                       | Requirements  of Participating Employers |
|                                 | Section 2.6.   |                                       | Designation of Agent |
|                                 | Section 2.7.   |                                       | Employee Transfers |
|                                 | Section 2.8.   |                                       | Administrator’s  Authority |
|                                 |
| ARTICLE III. Participants            |
|                                 | Section 3.1.   |                                       | Eligibility |
|                                 | Section 3.2.   |                                       | Commencement  of Participation |
|                                 | Section  3.3.  |                                       | Termination  of Active Participation |
|                                 | Section  3.4.  |                                       | Return to  Active Participation |
|                                 | Section  3.5.  |                                       | Limitation  Respecting Employment |
|                                 |
| ARTICLE IV.  Benefits Under the Plan |
|                                 | Section 4.1.   |                                       | Normal  Retirement Benefit |
|                                 | Section 4.2.   |                                       | Early Retirement  Benefit |
|                                 | Section 4.3.   |                                       | Deferred  Retirement Benefit |
|                                 | Section 4.4.   |                                       | Termination Benefit |
|                                 | Section  4.5.  |                                       | Total  and Permanent Disability Benefits |
|                                 | Section 4.6.   |                                       | Minimum Benefits |
|                                 | Section 4.7.   |                                       | Maximum Benefits |
|                                 | Section  4.8.  |                                       | Automatic  Qualified Joint and Surviving Spouse Annuity |
|                                 | Section  4.9.  |                                       | Election  Out of Qualified Joint and Survivor Annuity or Life Annuity Form |
|                                 | Section 4.10.  |                                       | Death Benefits |
|                                 | Section  4.11. |                                       | Other  Forms of and Restrictions on Benefits |
|                                      |                |                                            |  |  |

 

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|                                                | Section 4.12. |         | Lump Sum Benefit                                                            |
|-----------------------------------------------------|---------------|--------------|-----------------------------------------------------------------------------|
|                                                | Section 4.13. |         | Commencement of Benefits and Related  Requirements                          |
|                                                | Section 4.14. |         | Re-employment and Suspension of Benefits                                    |
|                                                | Section 4.15. |         | Transfers to this Plan from Another  Retirement Plan of the Company         |
|                                                | Section 4.16. |         | Non-Duplication of Benefits                                                 |
|                                                | Section 4.17. |         | February 28, 2002 Benefits                                                  |
|                                                | Section 4.18. |         | Inalienability of Benefits                                                  |
|                                                | Section 4.19. |         | Qualified Domestic Relations Order                                          |
|                                                | Section 4.20. |         | Annuity Contracts                                                           |
|                                                | Section 4.21. |         | Minimum Benefit on Merger, Consolidation  or Transfer of Assets of Plan     |
|                                                | Section 4.22  |         | Application for Benefits                                                    |
|                                                | Section 4.23. |         | Special Direct Rollover Rules                                               |
|                                                |
| ARTICLE V.  Administration of the Plan              |
|                                                |          | Section 5.1. |                                                                        | Administrator |
|                                                |          | Section 5.2. |                                                                        | Administrative Committee |
|                                                |          | Section 5.3. |                                                                        | Administrative Duties and Powers |
|                                                |          | Section 5.4. |                                                                        | Rule Against Discrimination |
|                                                |          | Section 5.5. |                                                                        | Disclosure, Reporting, and Registration |
|                                                |          | Section 5.6. |                                                                        | Claims Procedure |
|                                                |          | Section 5.7. |                                                                        | Facility of Payment |
|                                                |
| ARTICLE VI. Funding the  Plan                       |
|                                                | Section 6.1.  |         | Employer Contributions                                                      |
|                                                | Section 6.2.  |         | Method of Funding                                                           |
|                                                | Section 6.3.  |         | Prohibition Against Diversion                                               |
|                                                |
| ARTICLE  VII. Amendment                             |
|                                                | Section 7.1.  |         | Amendment by Company                                                        |
|                                                | Section 7.2.  |         | Method                                                                      |
|                                                | Section 7.3.  |         | Amendment of Vesting Schedule                                               |
|                                                |
| ARTICLE  VIII. Termination of Plan and Acquisitions |
|                                                | Section 8.1.  |         | Termination of Plan                                                         |
|                                                | Section 8.2.  |         | Effect of Termination                                                       |
|                                                | Section 8.3.  |         | Mechanics of Termination                                                    |
|                                                | Section 8.4.  |         | Distribution or Transfer of Assets Upon  Termination or Partial Termination |
|                                                | Section 8.5.  |         | Acquisitions                                                                |
|                                                |
| ARTICLE IX. Miscellaneous                           |
|                                                | Section 9.1.  |         | Procedures and Other Matters Regarding  Domestic Relations Orders           |
|                                                | Section 9.2.  |         | Transfer to or From Qualified Plan                                          |
|                                                | Section 9.3.  |         | Leased Employees                                                            |
|                                                | Section 9.4.  |         | Transitional Rule                                                           |
|                                                | Section 9.5.  |         | Special Rules for Determining Accrued  Benefit                              |
|                                                | Section 9.6.  |         | Delegation of Authority                                                     |
|                                                | Section 9.7.  |         | Restatement Effective Upon Receipt of  Determination Letter                 |
|                                                | Section 9.8.  |         | Military Service                                                            |

 

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**RETIREMENT PLAN BFOR EMPLOYEES OF AMERICAN CRYSTAL SUGAR COMPANY(2002 Restatement)**

 

American CrystalSugar Company, a Minnesota agricultural cooperative corporation, pursuant tothe power reserved to and upon the order of its board of directors, herebyadopts this amendment to and restatement of the Retirement Plan B for Employeesof American Crystal Sugar Company. Also, United Sugars Corporation, pursuant to the power reserved to andupon the order of its managing body, hereby adopts this amendment to and restatementof the Retirement Plan B for Employees of American Crystal Sugar Company.  This amendment and restatement is generallyeffective as of March 1, 2002, except as otherwise specifically stated in thisdocument.

 

**ARTICLEI.History****,Definitions and Interpretation**

 

## Section1.1.                                   History.

 

#### (a)                                  As of March 1, 1943, American CrystalSugar Company and Ventura County Railway Company adopted the Retirement Planfor the Employees of American Crystal Sugar Company and Ventura County RailwayCompany. Effective as of April 1, 1959, American Crystal Sugar Company disposedof its entire holdings of the capital stock of Ventura County Railway Company.Employees of the Ventura County Railway Company who were members of the Planwere assigned the policies with respect to their benefits in accordance withthe provisions of the Plan.

####  

#### (b)                                 Effective as of June 1, 1968, theRetirement Plan was amended to provide for three separate plans, namely (i)“Retirement Plan for Employees of American Crystal Sugar Company Not CoveredUnder Collective Bargaining Agreements,” (ii) “Retirement Plan for Employees ofAmerican Crystal Sugar Company Covered Under the Collective BargainingAgreement Between American Crystal Sugar Company and American Federation ofGrain Millers (AFL-CIO),” (this plan, sometimes hereinafter referred to as the“Plan”) and (iii) “Retirement Plan for Employees of American Crystal SugarCompany Covered Under the Collective Bargaining Agreement between AmericanCrystal Sugar Company and Distillery, Rectifying, Wine and Allied WorkersInternational Union, AFL-CIO and United Sugar Workers Council of California.”

####  

#### (c)                                  The benefits provided by American CrystalSugar Company for all former employees covered by the Plan who died, retired orwhose continuous service was terminated prior to June 1, 1968, shall be thoseprovided under the former Plan in effect February 29, 1968.

####  

#### (d)                                 The benefits provided by American CrystalSugar Company for all former employees covered by the Plan who died, retired orwhose continuous service was terminated on or after June 1, 1968 but prior toAugust 1, 1974, shall be those provided under the former Plan in effect July31, 1974.

####  

#### (e)                                  Retirement benefits and other benefitsprovided by American Crystal Sugar Company for employees covered by the Planwho died, retired or terminated service for any other reason on or subsequentto August 1, 1974, and prior to March 1, 1976, shall be those set forth underthe former Plan in effect on February 29, 1976.

####  

#### (f)                                    Retirement benefits and other benefitsprovided by American Crystal Sugar Company for employees covered by the Planwho died, retired or terminated service for any other reason on or subsequentto February 29, 1976, and prior to March 1, 1985, shall be those set forthunder the former Plan in effect on February 29, 1985.

 

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#### (g)                                 Effective March 1, 1985, the Plan wasamended and restated to comply with the provisions of the Retirement Equity Actof 1984.  Retirement benefits and otherbenefits provided by American Crystal Sugar Company for Employees covered bythe Plan who died, retired or terminated service for any other reason on orsubsequent to March 1, 1985 and prior to March 1, 1989, shall be those providedunder the former Plan in effect on February 28, 1985.

####  

#### (h)                                 Except as otherwise provided in the prioramendment and restatement of the Plan, this Plan was entirely amended andrestated as of March 1, 1989 to comply with the provisions of the Tax ReformAct of 1986.  Such amendment andrestatement of the Plan is applicable only to the Employees covered by the Planwho died, retired or terminated service for any other reason on or subsequentto March 1, 1989 and prior to the Effective Date of this Restatement.  However, this amendment and restatementmodifies certain provisions of the Plan prior to the Effective Date of thisRestatement that may affect such Employees.

####  

## Section 1.2.                                   Definitions.  The terms defined in this Section, when usedin the Plan with initial capital letters, have the following meanings unlessthe context clearly indicates that other meanings are intended.

##  

### **AccrualService**.

###  

##### (1)                                  After February 29, 1976, a Participantshall receive credit for one full year of “Accrual Service” for each Plan Yearin which the Participant had at least 1,000 Hours of Service for a ParticipatingEmployer.  The Accrual Service to becredited for service prior to March 1, 1976, shall be the Participant’s servicerecognized for benefit accrual purposes under the terms of the Plan as ineffect prior to March 1, 1989.

#####  

##### (2)                                  A Participant’s Accrual Service shall notinclude periods during which the Participant has terminated the Participant’sactive participation in the Plan [pursuant to Section 3.3(b)] and any periodwith respect to which a benefit was paid equal to the then present value of theentire present or deferred benefit due the Participant under the Plan notexceeding $3,500 (this amount changes to $5,000 effective for Plan Yearsbeginning after August 5, 1997) or, if the Participant so elected, equal to thethen present value of the entire present or deferred benefit due theParticipant under the Plan regardless of amount (if permitted by otherprovisions of thisPlan), providedthe Participant’s spouse, if any, consented thereto in the manner described inArticle IV; provided, however, such benefit payment must have been paid nolater than the close of the second PlanYearfollowing the Plan Year in which the Participant incurred a Termination ofService.  If such benefit payment ispaid within such period and consequently a period of service is not part of theParticipant’s Accrual Service, then the Participant may restore such service byrepaying to the Plan the amount of the distribution with interest (at the ratedetermined under Section 411(c)(2)(C) of the Code) within the earlier of (1) 5years after the date the Participant is subsequently re-employed by aParticipating Employer or Related Employer or (2) the close of the first 5 yearBreak in Service after the date of distribution.

#####  

##### (3)                                  ThePlan shall not take into any Accrual Service that was excluded under the PriorPlan with respect to any Employee who became employed by the Southern MinnesotaBeet Sugar Cooperative on September 1, 1978.

#####  

##### (4)                                  Fora Participant who is about to incur a Termination of Service and will beentitled to a benefit under one of Sections 4.1, 4.2, 4.3, or 4.5, suchParticipant may elect to receive one year of Accrual Service for every 1,000hours of accrued sick leave unused by the Participant as of six weeks prior tothe Participant’s Annuity Starting Date. A Participant with less than 1,000 hours of unused accrued sick leavemay receive a fraction of a year of Accrual Service, the numerator being thenumber of unused accrued sick leave hours and the denominator being 1,000hours.  A Participant with more than1,000 hours of unused accrued sick leave may

 

2

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##### receive one year and a pro-rated partial year forthose hours over 1,000 as described in the prior sentence.  The Participant must make the Participant’selection at least six weeks prior to the Participant’s Annuity StartingDate.  If the Participant elects theadditional Accrual Service for the Participant’s unused accrued sick leave, theParticipant will not be allowed to use any of the Participant’s unused accruedsick leave prior to the Participant’s Annuity Starting Date.

#####  

### **AccruedBenefit**.  A Participant’s “Accrued Benefit” as of anydate is equal to the Participant’s Benefit Credits determined as of thatdate.  However, if the Participant hasnot ceased to be an Eligible Employee, those credits will be determined as ifthe Participant had ceased to be an Eligible Employee on that date.  In no event will a Participant’s AccruedBenefit be less than the Participant’s Accrued Benefit determined as of the precedingPlan Anniversary Date.

###  

### **ActuarialEquivalent**.  An “Actuarial Equivalent” is an equivalentamount or stream of payments determined in accordance with the followingprovisions:

###  

##### (1)                                  An Actuarial Equivalent benefit shall becomputed using any basis specified in the Plan, but wherever the basis foractuarial equivalent is not specifically specified in the affected provision ofthe Plan, actuarial equivalence shall be computed on the basis of the published1984 Unisex Pension Mortality Table set forward one year, and a 7% interestrate assumption.

#####  

##### (2)                                  If this definition is used on or afterMarch 1, 1996, to determine any Actuarial Value, then the calculation shall bemade using the ‘applicable mortality table’ prescribed by the Secretary of theTreasury in accordance with Section 417(e)(3) of the Code and regulations andruling issued thereunder (which as of October 1, 1995, is based on a fixedblend of 50% of the male and 50% of the female mortality rates from the 1983Group Annuity Mortality Table and as of December 31, 2002, for purposes ofbenefit payments commencing on or after that date, is the table prescribed inRev. Rul. 2001-62) and an interest rate equal to the annual rate of interest on30-year Treasury securities, or on a substitute for those securities, asspecified by the Commissioner of the Internal Revenue Service for the Decemberbefore the first day of the Plan Year in which the distribution is made (andtypically reported in the next month). The benefit being valued under the prior sentence shall be assumed tocommence on the Normal Retirement Date of the applicable Participant.

#####  

### **ActuarialValue**.  “Actuarial Value” means the single sum valueof a benefit under the Plan as determined by the Actuary on the basis of theactuarial tables, factors and assumptions set forth in the definition ofActuarial Equivalent.

###  

### **Actuary**.  “Actuary” means an individual actuary or afirm of actuaries independent of and selected from time to time by theAdministrator.  The Actuary or anemployee of the Actuary shall be enrolled with the Joint Board for theEnrollment of Actuaries established under ERISA.

###  

### **AdministrativeCommittee**.  The “Administrative Committee” shall bedetermined pursuant to the provisions of Section 5.2.

###  

### **Administrator**.  The Company shall be the “Administrator” andshall be a named fiduciary and administrator for purposes of ERISA and thisPlan.  As such, it shall have authorityto control and manage the operation of the Plan as described in the Plan andshall have the powers and duties given to the administrator of a plan underTitle I of ERISA.  The AdministrativeCommittee shall have the authority and duty to act for the Company in suchCompany’s capacity as Administrator.

###  

### **Alternate Payee**.  The term “Alternate Payee” means any spouse,former spouse, child, or other dependent of a Participant who is recognized bya Domestic Relations Order as having a right to receive all, or a portion of,the benefits payable under the Plan with respect to such Participant.

 

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### **AnnuityStarting Date**.  The “Annuity Starting Date” is the first dayof the first period for which an amount is payable as an annuity, or in thecase of a benefit not payable in the form of an annuity, the first day on whichall events have occurred (including a Participant’s election to receive thebenefit) which entitle the affected Participant to such benefit (other than onaccount of death).  If benefit paymentsare suspended under Article IV after an Annuity Starting Date, the date of arecommencement of benefits shall not be considered to be a new Annuity StartingDate unless a new form of distribution may be and is elected under ArticleIV.  If there are additional accrualsunder this Plan after the Annuity Starting Date, that date shall apply to thoseaccruals unless that date preceded the Participant’s Normal Retirement Age or anew form of distribution may be and is elected under Article IV.

###  

### **Beneficiary**.

###  

##### (1)                                  “Beneficiary” is the person or persons,natural or otherwise, other than a joint or contingent annuitant, designated bya Participant to receive any benefit payable under the Plan in the event of theParticipant’s death.

#####  

##### (2)                                  A Participant who has designated aBeneficiary may, without the consent of such Beneficiary, alter or revoke suchdesignation.  To be effective, any suchdesignation, alteration, or revocation shall be in writing, in such form as theAdministrator may prescribe, and shall be filed with the Administrator prior tothe death of the Participant.  If, atthe time a death benefit becomes payable, there is not on file with theAdministrator a fully effective designation of Beneficiary, the designatedBeneficiary shall be the person or persons surviving the Participant in thefirst of the following classes in which there is a survivor, share and sharealike:

#####  

###### (A)                              the Participant’s spouse;

######  

###### (B)                                the Participant’s children, and childrenof the Participant’s spouse, including a child in gestation at the date of theParticipant’s death and thereafter born alive, except that if any of suchchildren pre-decease the Participant but leave issue surviving the Participant,such issue shall take by right of representation the share their parent wouldhave taken if living;

######  

###### (C)                                the Participant’s parents;

######  

###### (D)                               the Participant’s brothers and sisters;

######  

###### (E)                                 the Participant’s estate.

######  

The identity ofeach Beneficiary in each case shall be determined by the Administrator.  Each such determination shall be final andbinding for all persons.

 

### **BenefitCredits**.  “Benefit Credits” shall mean the following:

###  

#### (a)                                  If the Participant was a Technician I,II, or III Employee at the time the Participant ceased to be an EligibleEmployee, Benefit Credits means $25.00 (effective 8/1/94), $25.50 (effective8/1/95, $26.50 (effective 8/1/96), $27.00 (effective 8/1/97), $27.50 (effective8/1/98), $28.00 (effective 8/1/99), $28.50 (effective 8/1/00), $29.00(effective 8/1/01), $29.50 (effective 8/1/02), or $30.00 (effective 8/1/03),multiplied by the number of the Participant’s years of Accrual Service.

####  

#### (b)                                 If the Participant was a Technician IVEmployee at the time the Participant ceased to be an Eligible Employee, BenefitCredits means $21.00 (effective 8/1/94), $21.50 (effective 8/1/95), or $22.50(effective 8/1/96), $23.00 (effective 8/1/97), $23.50 (effective 8/1/98),$24.00 (effective 8/1/99), $24.50 (effective 8/1/00), $25.00 (effective8/1/01), $25.50 (effective 8/1/02), or $26.00 (effective 8/1/03), multiplied bythe number of the Participant’s years of Accrual Service.  However, if the

 

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Participant’s years ofAccrual Service as a Technician IV Employee are preceded by years of AccrualService as a Technician I, II, or III Employee, the Participant’s BenefitCredits shall be determined by multiplying the number of the Participant’syears of Accrual Service during and before the period that the Participant wasa Technician I, II or III Employee by the rate in effect under subsection (a)of this definition at the time the Participant ceases to be an EligibleEmployee and adding to that amount the product of the Participant’s remainingyears of Accrual Service and the rate applicable at that time for a TechnicianIV Employee.

####  

#### (c)                                  If the Participant was not a TechnicianI, II, III, or IV Employee at the time the Participant ceased to be an EligibleEmployee, Benefit Credits means $18.00 (effective 8/1/94), $18.50 (effective8/1/95), $19.50 (effective 8/1/96), $20.00 (effective 8/1/97), $20.50(effective 8/1/98), $21.00 (effective 8/1/99), $21.50 (effective 8/1/00),$22.00 (effective 8/1/01), $22.50 (effective 8/1/02), or $23.00 (effective8/1/03), multiplied by the number of the Participant’s years of Accrual Serviceas a non-Technician Employee.  However,if such Participant’s years of Accrual Service include years of Accrual Serviceas a Technician I, II, III, or IV Employee, the Participant’s Benefit Creditsshall be equal to the sum of (1) the product of (A) the number of theParticipant’s years of Accrual Service during and before the period that theParticipant was a Technician I, II, or III Employee and (B) the rate in effectunder subsection (a) of this definition at the time the Participant ceases tobe an Eligible Employee, (2) the product of (A) the Participant’s years ofAccrual Service period that are during and before the period that theParticipant was a Technician IV Employee and are subsequent to the period (ifany) described in subsection (c)(1)(A) of this sentence and (B) the rate ineffect under subsection (b) of this definition for a Technician IV Employee atthe time the Participant ceases to be an Eligible Employee, and (3) the productof (A) the Participant’s remaining years of Accrual Service and (B) the rateapplicable at that time for a Participant who was not a Technician I, II, III,or IV Employee at the time the Participant ceased to be an Eligible Employee.

####  

### **Break in Service**.  “Break in Service” means an EligibilityComputation Period after an Employee’s initial Eligibility Computation Periodduring which the Employee has completed no Hours of Service with respect to aParticipating Employer or Related Employer.

###  

### **ClaimsReviewer**.  The “Claims Reviewer” shall be such personwho or organizational unit which customarily handles employee benefit mattersrelating to the Plan as the Administrator shall designate.

###  

### **Code**.  “Code” means the U.S. Internal Revenue Codeof 1986 as amended from time to time.

###  

### **Company**. “Company” means ‘American Crystal Sugar Company’, a MinnesotaCorporation.

###  

### **CoveredEmployee**. A “Covered Employee” is a person who has met the requirements ofSections 3.1 and 3.2 and has not ceased to be a Covered Employee under Section3.3 or any other section of the Plan. An individual who has ceased to be a Covered Employee may again become aCovered Employee as provided in Section 3.4.

###  

### **DeferredRetirement Date**.  If a Participant has reached theParticipant’s Normal Retirement Date and has not incurred a Termination ofService on or before that date, the Participant’s “Deferred Retirement Date” shall be the earlier of the first day ofthe month coincident with or following the date of such Termination of Serviceor the first day of the month in which the Participant isn’t credited with thehours specified in Section 4.14(a)(1)(A) or isn’t being credited with hours ata rate of at least 1,000 Hours of Service per Plan Year.

###  

### **DomesticRelations Order**.  The term “Domestic Relations Order” meansany judgment, decree or order (including approval of a property settlementagreement) which:

 

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##### (1)                                  relates to the provision of childsupport, alimony payments, or marital property rights to a spouse, formerspouse, child, or other dependent of a Participant, and

#####  

##### (2)                                  is made pursuant to a State domesticrelations law (including a community property law).

#####  

### **EarlyRetirement Date**.  A Participant’s “Early Retirement Date” isthe first day of any month before the Participant’s Normal Retirement and on orafter the date on which the Participant has (1) attained fifty–five(55) years of age and completed five (5) years ofVesting Service, or attained age 60, (2) incurred a Termination of Service, and(3) elected to commence to receive an early retirement benefit as described inSection 4.2 of this Plan.

###  

### **Effective Date**.  The “Effective Date” of the Plan is describedin Section 1.1 of the Plan.

###  

### **EffectiveDate of this Restatement**.  “Effective Date of this Restatement” meansMarch 1, 2002, although certain provisions are effective on other dates asspecifically stated in this document.

###  

### **ElectionPeriod**.  In the case of an election to waive theQualified Joint and Survivor Annuity Form of benefit, a Participant’s “ElectionPeriod” shall be the ninety–day period ending on the Participant’sAnnuity Starting Date.

###  

### **EligibilityComputation Period**.  “Eligibility Computation Period” means thetwelve consecutive month period commencing with the date an Employee firstperforms an Hour of Service for a Participating Employer or RelatedEmployer.  The Employee’s subsequent“Eligibility Computation Periods” shall be the Plan Years commencing with thePlan Year beginning during the Employee’s initial Eligibility ComputationPeriod.  However, if such Employeeincurs a Break in Service before suchEmployeecompletes one year of Eligibility Service, then for purposes of this definitionthe date the Employee first performs an Hour of Service for a Participating orRelated Employer after such break shall be deemed to be the date the Employeefirst performs an Hour of Service for a Participating or Related Employer.

###  

### **EligibleEmployee**.  “Eligible Employee” means an Employee of aParticipating Employer who is a member of a collective bargaining unit coveredunder the collective bargaining agreement between that Participating Employerand the Bakery, Confectionery, Tobacco Workers & Grain Millers, AFL-CIO,CLC, and is required to be covered by a pension plan pursuant to thatcollective bargaining agreement.  ALeased Employee shall not be an Eligible Employee.

###  

### **Eligibility Service**.  “Eligibility Service” means a period of serviceaccumulated by an Employee determined by crediting the Employee with a one-yearperiod of service for each Eligibility Computation Period during which theEmployee is credited with at least 1,000 Hours of Service with a ParticipatingorRelated Employer.  Subject to any limits under Section3.1(b)(1), in determining Eligibility Service,service as anEmployee with a Predecessor Employer shall be treated as service with aParticipating Employer.

###  

### **EligibleBeneficiary**. “Eligible Beneficiary” of a Participant shall mean

###  

##### (1)                                  the surviving spouse who had been marriedto the Participant for at least one year prior to the Participant’s death, or

#####  

##### (2)                                  if there isn’t such a surviving spouse,then, as a group, children of the Participant under age 19 (or under age 22 ifa full-time student) unless married.  Achild in gestation at the date of the Participant’s death and thereafter bornalive shall be considered in being.

 

6

----

 

### **Employee**.  An “Employee” is a natural person employed inthe service of an employer as a common law employee.

###  

### **Employer**.  “Employer” means the employer of an Employeewith respect to whom the term is used.

###  

### **ERISA**.  “ERISA” means the Employee Retirement IncomeSecurity Act of 1974 and all amendments thereto and revisions thereof.

###  

### **Funding Medium**.  The “Funding Medium” shall be the trustees,insurance company or other entity that handles assets of the Plan.

###  

### **HighlyCompensated Employee**.

###  

##### (1)           Effective for years beginning on or afterJanuary 1, 1997, a “Highly Compensated Employee” of a ParticipatingEmployer for a Plan Year is such individual who:

#####  

###### (A)                              is a five percent owner (the definitionin Section 416 of the Code shall apply) of the Participating Employer or atleast one of its Related Employers during that Plan Year or the prior PlanYear; or

######  

###### (B)                                received earnings from the ParticipatingEmployer and its Related Employers in excess of $80,000 during the prior PlanYear.

######  

The $80,000 amountwill be adjusted pursuant to Section 414(q)(1) of the Code.

 

##### (2)           For purposes of making the determinations under thisdefinition, the following rules shall apply:

#####  

###### (A)                              Employees who are nonresident aliens andwho do not receive earned income (within the meaning of Section 911(d)(2) ofthe Code) from the Participating Employer or any of its Related Employers whichconstitutes income from services within the United States (within the meaningof Section 861(a)(3) of the Code) shall not be treated as Employees of thoseEmployers.

######  

###### (B)                                A former Employee of the ParticipatingEmployer or one of its Related Employers shall be treated as a HighlyCompensated Employee of the Participating Employer if the former Employee was aHighly Compensated Employee of the Participating Employer when the Employeeincurred a Termination of Service or the former Employee was a HighlyCompensated Employee of the Participating Employer at any time after attainingage 55.

######  

The determinationof who is a former Highly Compensated Employee is based on the rules applicableto determining Highly Compensated Employee status as in effect for thatdetermination year, in accordance with Section 1.414(q)-1T, A-4 for theTemporary Income Tax Regulations and Notice 97-75, or later guidance under theCode.

 

In determiningwhether an Employee is a Highly Compensated Employee for years beginning in1997, the amendments to Section 414(q) of the Code are treated as having beenin effect for years beginning in 1996.

 

7

----

 

### **Hour of Service**.

###  

##### (1)           General Rule.

 

###### (A)                              An “Hour of Service” is each hour forwhich an Employee is, directly or indirectly, paid (or entitled to payment) byan Employer for any reason including each hour for which back pay, irrespectiveof mitigation of damages, has been either awarded or agreed to by anEmployer.  A back pay Hour of Serviceshall be allocated to the period or periods to which the award or agreementpertains unless the Employee has otherwise received credit for an Hour ofService for the same period.

######  

###### (B)                                Any hour for which the Employee is beingdirectly or indirectly paid at more than the Employee’s regular rate of payshall be counted as one Hour of Service.

######  

###### (C)                                The Hours of Service of an Employee whois paid by an Employer for reasons other than for the performance of duties shallbe determined in accordance with Sections 2530.200b–2(b) of theDepartment of Labor Regulations which is hereby incorporated by reference.  However no more than 501 Hours of Serviceshall be credited to an Employee for any single continuous period during whichthe Employee performs no duties, no Hours of Service shall be credited to anEmployee for a payment made or due under a plan maintained solely for thepurpose of complying with worker’s compensation, unemployment compensation ordisability insurance laws, no Hours of Service shall be credited for a paymentwhich solely reimburses an Employee for medical or medically related expensesincurred by the Employee, and an Hour of Service shall not be credited to anEmployee under this Subparagraph (C) if it has already been credited to suchEmployee pursuant to another provision of this definition.

######  

###### (D)                               Hours of Service of an Employee shall becredited to computation periods in accordance with Sections 2530.200b–2(c)of the Department of Labor Regulations which is hereby incorporated byreference.

######  

###### (E)                                 For purposes of determining Hours ofService before the date ERISA became applicable to the Plan, an Employer mayuse whatever records are reasonably available to the Employer and may make suchcalculations as are necessary to determine the approximate number of such Hoursof Service.

######  

##### (2)                                  Exception:  Break in Service.  For PlanYears beginning on or after January 1, 1985, in the case of eachindividual who is absent from service with the Employer for any period byreason of the pregnancy of the individual, by reason of the birth of a childfor the individual, by reason of the placement of a child with the individualin connection with the adoption of such child by such individual, or forpurposes of caring for such child for a period beginning immediately followingsuch birth or placement, the Plan shall treat as Hours of Service, solely forpurposes of determining whether a Break in Service has occurred, the followinghours:

#####  

###### (A)                              the Hours of Service which otherwisewould normally have been credited to such individual but for such absence, or

######  

###### (B)                                in any case in which the Plan is unableto determine the hours described in Subparagraph (A) above, eight hours ofservice per normal work day of absence,

######  

except that thetotal number of hours treated as Hours of Service under this clause by reasonof any such pregnancy or placement shall not exceed 501 hours.  Said hours shall be treated as Hours ofService only in the year in which the absence from work begins, if aParticipant would be prevented from incurring such a break in service in suchyear solely because the period of absence is treated as Hours of Service underthis Paragraph (2), or in any other case, in the immediately following year.  For purposes of this Paragraph (3) the term“year” means the period used in determining that Break in Service.  No credit will be given under this Paragraph(3) unless the individual furnishes to the Administrator such timely informationas the Administrator may

 

8

----

 

reasonably requireto establish that the absence from work is for the reasons described in thisParagraph (2) and the number of days for which there was such an absence.

 

##### (3)                                  Exception:  Federal Law.  If a law of the United States(including any law relating to credit for time spent in military service) orany rule or regulation duly issued thereunder so requires, Hours of Serviceshall be added to the total calculated under the prior provisions of thisdefinition and if such law, rule or regulation so permits, an Hour of Serviceshall be subtracted from said total.

#####  

### **LeasedEmployee**.  A “Leased Employee” includes any person(other than an Employee of the recipient) who pursuant to an agreement betweenthe recipient and any other person (“leasing organization”) has performedservices for the recipient (or for the recipient and related persons determinedin accordance with Section 414(n)(6) of the Code) on a substantially full timebasis for aperiod of atleast one year, and, prior to 1997, such services are of a type historicallyperformed by employees in the business field of the recipient employer, or,after 1996, such services are performed under primary direction or control bythe recipient.

###  

### **Managing Body**.  The term “Managing Body” shall mean theboard of directors of the corporation referred to but when used with referenceto a partnership or sole proprietorship, it shall mean, respectively, themanaging partner or partners (the persons with authority to make decisions forthe partnership) or the sole proprietor.

###  

### **Normal Form**.  The “Normal Form” of benefit is a lifeannuity, consisting of a monthly pension payable to a Participant on the firstday of each month for the Participant’s lifetime which will include a paymentfor the first day of the month in which the Participant dies.

###  

### **NormalRetirement Age**.  A Participant’s “Normal Retirement Age” isthe later of the date the Participant attains age 65 years of age or the fifthanniversary of the first day of the Plan Year in which the Participantcommenced participation in the Plan.

###  

### **NormalRetirement Date**.  The “Normal Retirement Date” of aParticipant is the first day of the month coinciding with or next following theParticipant’s attainment of the Participant’s Normal Retirement Age.

###  

### **Participant**.  “Participant” means an Employee or formerEmployee of a Participating Employer who is or may become entitled to a benefitunder the Plan.  Effective July 1, 1987 for purposes ofSection 4.10(g), Participant shall include former union employees covered underthe collectively bargained agreement between the Company and the Bakery,Confectionery, Tobacco Workers & Grain Millers, AFL-CIO, CLC (formerly, theAmerican Federation of Grain Millers (AFL-CIO)).

###  

### **ParticipatingEmployer**.  “Participating Employer” means the Companyand any other Employer which has adopted the Plan pursuant to the provisions ofArticle II and is maintaining it in effect. As of March 1, 2002, United Sugars Corporation continues to be aParticipating Employer.

###  

### **Plan**.  “Plan” means the “Retirement Plan B forEmployees of American Crystal Sugar Company” as the same is hereby and mayhereafter be amended or restated.

###  

### **PlanAnniversary Date**. “Plan Anniversary Date” means March 1 of each year.

###  

### **Plan Year**.  “Plan Year” means the twelve-month periodcommencing each March 1.  The records ofthe Plan shall be kept upon the Plan Year.

 

9

----

 

### **PlanTermination Date**.  “Plan Termination Date” means the date as ofwhich the Plan is terminated, pursuant to Section 8.1, in total or as to adesignated group of Employees, former Employees, Beneficiaries and survivingspouses.

###  

### **PredecessorEmployer**.  Any corporation, partnership or soleproprietorship substantially all of the assets of which are acquired by aParticipating Employer or are indirectly acquired by a Participating Employer byacquiring the assets of an Employer other than said corporation, partnership orsole proprietorship, or any such entity which merged into or with or isotherwise absorbed by a Participating Employer, is a “Predecessor Employer” provided that one of the followingrequirements applies to that Employer or entity:

###  

##### (1)                                  a Participating Employer continues tomaintain an employee benefit pension plan of such Employer or entity; or

#####  

##### (2)                                  employment with that Employer or entityis required to be treated as employment with a Participating Employer underregulations prescribed by the Secretary of the Treasury; or

#####  

##### (3)                                   the Company, in its sole discretioneffected on a non-discriminatory basis as to all persons similarly situatedidentifies that Employer or entity as a Predecessor Employer.

#####  

Southern Minnesota BeetSugar Cooperative is a Predecessor Employer with respect to individuals whowere employed by it on September 1, 1978, to the extent that such recognitionproduces Eligibility Service and Vesting Service for such individualsconsistent with the service provided them under the Prior Plan.  The Administrator shall determine whether ornot such an Employer is a Predecessor Employer.

 

### **Pre-RetirementSurvivor Annuity**.  “Pre-Retirement Survivor Annuity” means asurvivor annuity for the life of the spouse of a Vested Participant under whichpayments to the spouse equal the amounts which would be payable as a survivorannuity under the Qualified Joint and Survivor Annuity Form (or the ActuarialEquivalent thereof) if:

###  

##### (1)                                  in the case of a Participant who diesafter the date on which the Participant attained the Participant’s QualifiedEarly Retirement Date, such Participant had incurred a Termination of Servicewith an immediate Qualified Joint and Survivor Annuity Form of benefit on theday before the Participant’s date of death, or

#####  

##### (2)                                  in the case of a Participant who dies onor before the date on which the Participant would have attained theParticipant’s Qualified Early Retirement Date, such Participant had:

#####  

###### (A)                              incurred a Termination of Service on thedate of death,

######  

###### (B)                                survived to the Participant’s QualifiedEarly Retirement Date,

######  

###### (C)                                incurred a Termination of Service with animmediate  Qualified Joint and SurvivorAnnuity Form of benefit at the Participant’s Qualified Early Retirement Date,and

######  

###### (D)                               died on the day after the day on whichsuch Participant would have attained the Participant’s Qualified Early RetirementDate.

######  

In the case of aParticipant who incurred a Termination of Service before the date of theParticipant’s death, Subsection (2)(A) shall not apply.

 

10

----

 

### **Prior Plan**.  If this Plan is adopted by a ParticipatingEmployer as an amendment or continuation of another plan, then the amended orcontinued plan as it existed immediately before the amendment or continuationshall be a “Prior Plan.”  Further, thePlan as it existed on the day before the Effective Date of this Restatementshall be considered a Prior Plan.

###  

### **QualifiedDomestic Relations Order**.

###  

##### (1)                                  General Rule. The term “Qualified Domestic Relations Order” means a Domestic RelationsOrder:

#####  

###### (A)                              which creates or recognizes the existenceof an Alternate Payee’s right to, or assigns to an Alternate Payee the rightto, receive all or a portion of the benefits payable with respect to aParticipant under the Plan, and

######  

###### (B)                                with respect to which the requirementsdescribed in the remainder of this definition are met.

######  

##### (2)                                  Specification of Facts. A Domestic Relations Order shall be a Qualified Domestic Relations Orderonly if the order clearly specifies:

#####  

###### (A)                              the name and last known mailing address(if any) of the Participant and the name and mailing address of each AlternatePayee covered by the order,

######  

###### (B)                                the amount or percentage of theParticipant’s benefits to be paid by the Plan to each such Alternate Payee, orthe manner in which such amount or percentage is to be determined,

######  

###### (C)                                the number of payments or period to whichsuch order applies, and

######  

###### (D)                               each plan to which such order applies.

######  

##### (3)                                  Further Requirements. A Domestic Relations Order shall be considered a Qualified DomesticOrder only if such order:

#####  

###### (A)                              does not require the Plan to provide anytype or form of benefit, or any option, not otherwise provided under the Plan,

######  

###### (B)                                does not require the Plan to provideincreased benefits (determined on the basis of Actuarial Equivalents), and

######  

###### (C)                                does not require payment of benefits toan Alternate Payee which are required to be paid to another Alternate Payeeunder another order previously determined to be a Qualified Domestic RelationsOrder.

######  

##### (4)                                  Exception For Payments After EarlyRetirement Date.  A Domestic Relations Order shall not be treatedas failing to meet the requirements of Subparagraph (3)(A) above solely becausesuch order requires that payment of benefits be made to an Alternate Payee:

#####  

###### (A)                              on or after the date on which theParticipant attains (or would have attained) the Participant’s Qualified EarlyRetirement Date,

######  

###### (B)                                as if the Participant had incurred aTermination of Service on the date on which such payment is to begin under suchorder (but taking into account only the

 

11

----

 

present value ofthe benefits actually accrued and not taking into account the present value ofany Employer subsidy for early retirement benefits), and

######  

###### (C)                                in any form in which such benefits may bepaid under the Plan to the Participant [other than in the Qualified Joint andSurvivor Annuity Form with respect to the Alternate Payee and his or hersubsequent spouse].

######  

For purposes ofSubparagraph (B) above, the interest rate assumption used in determining thepresent value shall be an interest rate specified in the definition ofActuarial Equivalent which is identified for determining such a value or, if norate is specified, five percent (5%).

 

12

----

 

When makingcalculations of a lump sum which is payable to an Alternate Payee or of theportion of a Participant’s benefit which is being paid to the Alternate Payeein that form, those calculations shall be made using the assumptions describedin the definition of Actuarial Equivalent.

 

##### (5)                                  Orders Prior to January 1, 1985. Generally, a Domestic Relations Order cannot be a Qualified DomesticRelations Order until January l, 1985. However, in the case of a Domestic Relations Order entered before suchdate, the Administrator:

#####  

###### (A)                              shall treat such order as a QualifiedDomestic Relations Order if such Administrator is paying benefits pursuant tosuch order on such date, and

######  

###### (B)                                may treat any other order entered beforesuch date as a Qualified Domestic Relations Order even if such order does notmeet the requirements set forth above.

######  

### **QualifiedEarly Retirement Date**.  A Participant’s “Qualified Early RetirementDate” is the Participant’s earliest possible Early Retirement Date.

###  

### **QualifiedJoint and Survivor Annuity Form**. “Qualified Joint and Survivor Annuity Form”means an annuity payable on the first day of each month to a Participant andcontinuing after the Participant’s death to the Participant’s spouse, if thespouse survives the Participant, but in an amount equal to 50% of the monthlybenefit payable to the Participant, with the provision that the benefit shallend on the first day of the month in which occurs the death of the last to dieof the Participant and the Participant’s spouse.  Such annuity shall be the Actuarial Equivalent of the Normal Formof annuity for the life of the Participant which would otherwise be payable tothe Participant.  In determining thatActuarial Equivalent, the assumptions and factors specified in Section III ofthe Joint and Survivor Option Factors Table of Appendix A shall be used.  For purposes of this definition, “spouse”means the Participant’s spouse as of the Participant’s Annuity Starting Dateeven if the Participant and that spouse are not married on the date of theParticipant’s death.

###  

### **RelatedEmployer**.  A “Related Employer” is an Employer which isa member of a controlled group of corporations (as defined in Section 414(b) ofthe Code, as amended from time to time) whichincludes a Participating Employer, which is a trade or businessunder common control (as defined in Section 414(c) of the Code, as amended fromtime to time) with other trades or businesses including a ParticipatingEmployer, which is part of an affiliated service group (as defined in Section414(m) of the Code) which includes a Participating Employer, or any otherentity which is treated as a single employer with a Participating Employerunder Section 414(o) of the Code. For purposes of counting Hours of Service, anEmployer will only be treated as a Related Employer of a Participating Employerduring periods when the prior sentence applies to that Employer.

###  

### **SocialSecurity Retirement Age**.  “Social Security Retirement Age” means aParticipant’s retirement age under Section 216(l) of the Social Security Actdetermined without regard to the age increase factor under such section as ifthe early retirement age under paragraph (2) of that section were 62.

###  

### **Technician****I, II, or III**.  “Technician I, II, or III” shall mean anEmployee who is classified by job as a Technician I, II, or III or is earning awage greater than the highest paid Technician IV Employee as listed in the WorkClassification and Wage Scale section of the Contract between a ParticipatingEmployer and the Bakery, Confectionery, Tobacco Workers & Grain Millers,AFL-CIO, CLC (formerly, the American Federation of Grain Millers (AFL-CIO)),excluding Employees on temporary assignment for periods of 14 consecutive workdays or less.

 

13

----

 

### **Technician IV**.  “Technician IV” shall mean an Employee whois classified by job as a Technician IV or is earning a wage greater than thehighest paid Station A Employee and less than the lowest paid Technician IIIEmployee as listed in the Work Classification and Wage Scale section of theContract between aParticipating Employer and the Bakery, Confectionery, Tobacco Workers &Grain Millers, AFL-CIO, CLC (formerly, the American Federation of Grain Millers(AFL-CIO)), excluding Employees on temporary assignment for periods of 14consecutive work days or less.

###  

### **Termination of Employment**.  Except as otherwise expressly providedelsewhere in the Plan, a “Termination of Employment” of an Employee occurswhenever that person’s status as an Employee of an Employer ceases for anyreason other than the Employee’s death. Any Employee who does not return towork for theEmployee’s employer after the expiration of an authorized leave of absenceshall be deemed to have terminated that person’s status as an Employee of thatemployer when such leave ends.

###  

### **Terminationof Service**.  A “Termination of Service” of an Employeeshall occur whenever the Employee has incurred a Termination of Employment witheach Participating Employer and each Related Employer or has otherwise ceasedto be employed by all of those Employers.

###  

### **Vested**.  “Vested” means nonforfeitable, that is, aclaim which is unconditional and legally enforceable against the Plan obtainedby a Participant or the Participant’s Beneficiary to that part of an immediateor deferred benefit under the Plan which arises from the Participant’s VestingService.

###  

### **VestingService**.

###  

##### (1)                                  Service after February 29, 1976. After February 29, 1976, a Participant shall receive credit for one fullyear of “Vesting Service” for each Plan Year in which the Participant had atleast 1,000 Hours of Service for a Participating Employer or Related Employer.

#####  

##### (2)                                  Service Prior to March 1, 1976. The Vesting Service to be credited for service prior to March 1, 1976,shall be the Participant’s last period of continuous employment with theParticipating Employers and Related Employers prior to March 1, 1976 rounded tothe nearest year.

#####  

##### (3)                                  Exception:  Predecessor Employer.  Service asan Employee with a Predecessor Employer shall be treated as service with aParticipating Employer for purposes of this definition.

#####  

##### (4)                                  Exception:  Change in Plan Year.  In the eventthe Plan Year is changed to a new twelve-month period, Employees shall receivecredit for Vesting Service, in accordance with the preceding provisions of thisdefinition, for each of the Plan Years (the old and new Plan Years) whichoverlap as a result of such change.

#####  

## Section 1.3.                                   Interpretation.  Wherever appropriate, the singular numbershall include the plural and the plural shall include the singular.  The masculine gender shall include thefeminine gender.  Compound wordsbeginning with the prefix “here” shall be read as referring to this entireinstrument and not merely to the part of it in which they occur.

##  

## Section 1.4.                                   ApplicableLaw, Statute of Limitations.  The Plan and Trust are intended to beconstrued, and all rights and duties are to be governed, in accordance with thelaws of the State of Minnesota, except as preempted by ERISA.  Unless ERISA specifically providesotherwise, no civil action arising out of, or relating to, this Plan or Trust,including a civil action authorized by Section 502(a) of ERISA, may becommenced by a Participant or Beneficiary after the earlier of:

##  

#### (a)                                  three years after the occurrence of thefacts or circumstances that give rise to, or form the basis for such action; or

 

14

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#### (b)                                 one year from the date the plaintiff hadactual knowledge of the facts or circumstances that give rise to, or form thebasis for, such action,

####  

except that in the caseof fraud or concealment, such action may be commenced not later than threeyears after the date of discovery of the facts or circumstances that give riseto, or form the basis for, such action. 

 

## Section 1.5.                                   Rule ofConstruction.  The Company intends the Plan to qualifyunder the provisions of ERISA including Section 401(a) of the Code as amendedby ERISA, or of any comparablesection of any futurelegislation that amends, supplements, or supersedes such section and/or ERISA,and all provisions of the Plan are to be construed and applied in a manner thatis consistent therewith.

 

**ARTICLEII.****Participating Employers**

 

## Section 2.1.                                   Eligibility.  Inorder to be eligible to adopt the Plan, an Employer must be designated aseligible by the Administrator, as evidenced by written designation prepared bythe Administrator and delivered to such Employer.  The written designation may specify the dateas of which such Employer’s participation may become effective and the termsand conditions, if any, under which and the extent to which employment with andremuneration from such Employer, its predecessor or affiliates shall be takeninto account under the Plan.  It mayalso specify the divisions, plants or other units of Employees of such Employerwhose members are eligible to become Covered Employees.

##  

## Section 2.2.                                   Commencementof Participation.  Aneligible Employer may adopt the Plan by resolution duly adopted by its ManagingBody, as evidenced by copies thereof certified by its secretary or assistantsecretary (or other authorized person) and delivered to the Administrator.  Upon such delivery to the Administrator ofcertified copies of that resolution, the Employer shall become a ParticipatingEmployer effective upon the later of the date specified in that resolution orthe written designation of the Administrator. If no date is specified in such resolution or written designation, theeligible Employer shall become a Participating Employer as of the first day ofthe first Plan Year subsequent to the date on which all such resolutions have beenduly adopted.

##  

## Section 2.3.                                   Terminationof Participation.

##  

#### (a)                                  Inaddition to the other methods of termination of Plan participation specified inArticle VIII, any Participating Employer (other than the Company) may withdrawfrom participation in the Plan at any time by giving the Administrator 30 days’written notice.  The Administrator mayterminate the participation in the Plan of any Participating Employer (otherthan the Company) by giving the Participating Employer 30 days’ writtennotice.  The termination or partialtermination of participation in the Plan by any Participating Employer (or withrespect to a group of its Employees, former Employees or their Beneficiaries)may also take place by operation of law. Such withdrawal or termination shall be deemed a termination or partialtermination of the Plan (as applicable) as to such Participating Employerunless the Plan is continued under an agreement other than this Agreement bythe Participating Employer or by an acquiring Employer described in ArticleVIII.  A transfer of assets to asuccessor plan may occur as provided in Section 11.2 of the Plan.

####  

#### (b)                                 TheAdministrator shall notify the Pension Benefit GuarantyCorporation of the termination of participation in the Plan of anyParticipating Employer that is a “substantial employer” within 60 days afterthe effective date of such termination (see Section 4063 of ERISA).  For purposes of this section, a “substantialemployer” is one which has made contributions under the Plan either for each ofthe two immediately preceding Plan Years or for each of the second or thirdpreceding Plan Years equaling or exceeding ten percent of all Employercontributions made under the Plan for each of such years.  All Employers who aremembers of a controlled group of corporations or are trades orbusinesses under common control (as described in the definition of RelatedEmployer) shall constitute a single Employer for purposes of that definition.

 

15

----

 

## Section 2.4.                                   Recordkeepingand Reporting.  Each Participating Employer shall furnish tothe Administrator the information with respect to each of its Employeesnecessary to enable theAdministratorto maintain records sufficient to determine the benefits due to or which maybecome due to such Employees and to give those Employees the reports requiredby law.

##  

## Section 2.5.                                   Requirements of Participating Employers.

##  

#### (a)                                  If the Funding Medium is a trust, thetrustee of that trust may, but shall not be required to, commingle, hold andinvest as one trust fund all contributions made by Participating Employers, aswell as all increments thereof. However, assets of the Plan shall, on an ongoing basis, be available topay benefits to all Participants and Beneficiaries under the Plan withoutregard to the Participating Employer who contributed such assets.

####  

#### (b)                                 The transfer of any Participant from orto a Participating Employer, whether the Participant be an Employee of theCompany or another Participating Employer, shall not affect such Participant’srights under the Plan, and the Participant’s Accrued Benefit as well as theParticipant’s accumulated service time with the transferor or predecessor andthe Participant’s length of participation in the Plan, shall continue to theParticipant’s credit.

####  

#### (c)                                  On the basis of information furnished bythe Administrator, the Funding Medium shall keep separate books and recordsconcerning the affairs of each Participating Employer hereunder and as to theAccrued Benefits of the Participants of each Participating Employer.  The Funding Medium may, but need not,register contracts so as to evidence that a particular Participating Employeris the interested Employer hereunder, but in any event of Employee transferfrom one Participating Employer to another, the employing Employer shallimmediately notify the Funding Medium thereof.

####  

#### (d)                                 In the event of Termination of Service ofany transferred Employee, any portion of the Accrued Benefit of such Employeewhich has not been Vested under the provisions of this Plan shall be allocatedby the Funding Medium at the direction of the Administrator to the respectiveequities of the Participating Employers for whom such Employee has renderedservice in the proportion that each Participating Employer has contributedtoward the benefits of such Employee. The amount so allocated shall be retainedby the Funding Medium and shall be used to reduce the contribution by therespective Participating Employer, for the next succeeding year or years.

####  

## Section 2.6.                                   Designation of Agent. Each Participating Employer shall be deemed to be a party to this Plan;provided, however, that with respect to all of its relations with the FundingMedium and Administrator for the purpose of this Plan, each ParticipatingEmployer shall be deemed to have designated irrevocably the Company as itsagent.

##  

## Section 2.7.                                   Employee Transfers. It is anticipated that an Employee may be transferred betweenParticipating Employers, and in the event of any such transfer, the Employeeinvolved shall carry with the Participant theParticipant’s accumulated service and eligibility. No such transfer shalleffect a Termination of Service hereunder, and the Participating Employer towhich the Employee transferred shall thereupon become obligated hereunder withrespect to such Employee in the same manner as was the Participating Employerfrom whom the Employee was transferred.

##  

## Section 2.8.                                   Administrator’s Authority. The Administrator shall have authority to make any and all necessaryrules or regulations, binding upon all Participating Employers and allParticipants, to effectuate the purpose of this Article.

 

16

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**ARTICLE III.****Participants**

 

## Section 3.1.                                   Eligibility.

##  

#### (a)                                  Except as otherwise provided in Section3.1(b), each Eligible Employee of a Participating Employer who has attained age21 and completed one (1) year of Eligibility Service may become a CoveredEmployee.

####  

#### (b)                                 The following provisions are exceptionsto the eligibility provisions of Section 3.1(a):

####  

##### (1)                                  If an Employee is employed in a division,plant or other unit acquired by a Participating Employer after the later of theEffective Date of this Restatement or the date this Plan is adopted as anamendment or continuation of a Prior Plan of that Participating Employer, theEmployee shall not be eligible to become a Covered Employee unless theParticipating Employer designates as eligible the class of employees to whichthe Employee belongs and the terms and conditions under and the extent to whichemployment with and remuneration from such division, plant or other unit shallbe taken into account under the Plan. Those terms and conditions shall apply to such Employee untilsubsequently modified under the terms of this Plan.  The Participating Employer may with the consent of theAdministrator designate the former Employer of the Employees of such division,plant or other unit as a Predecessor Employer and may indicate the extent towhich service with that Employer will be treated as employment with aParticipating Employer for purposes of determining Eligibility, Vesting andAccrual Service.

#####  

##### (2)                                  If an Employee does not complete an Hourof Service for a Participating Employer or Related Employer on or after January1, 1988, the Employee must not have attained sixty years of age by the datefrom which the Employee’s Vesting Service is measured to have become a CoveredEmployee.

#####  

##### (3)                                  If the resolution under which theEmployee’s Employer became a Participating Employer specifies the class,division, plant location or unit of Employees of such Participating Employerwho are eligible to become Covered Employees, the Employee must be employed insuch class, division, plant, location or unit of Employees of suchParticipating Employer to be eligible to become a Covered Employee.

#####  

##### (4)                                  If the Employee is covered by anotherpension plan to which a Participating Employer contributes the Employee shallnot be eligible to become a Covered Employee.

#####  

##### (5)                                  A Leased Employee shall not be eligibleto become a Covered Employee.

#####  

## Section 3.2.                                   Commencementof Participation.

##  

#### (a)                                  On and after the Effective Date of thisRestatement, an Employee shall become a Covered Employee as of the earlier ofthe March 1 or September 1 following the date that the Employee first meets therequirements of Section 3.1.

####  

#### (b)                                 If this Plan is adopted by aParticipating Employer as an amendment or continuation of a Prior Plan, eachEmployee of the Participating Employer who immediately before the date thisPlan became effective as to that Employer was a participant or was eligible tobecome a participant in said Prior Plan shall be a Participant in this Plan asof said date.  In addition, each suchEmployee who on said date is not excluded from eligibility under Section 3.1(b)shall be a Covered Employee.

####  

#### (c)                                  Notwithstanding the prior provisions ofthis section, to become a Covered Employee, an Employee must sign suchapplication forms and furnish such information as the Administrator may

 

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reasonably require forthe proper administration of the Plan. Such forms may contain the Employee’s agreement to participate in thePlan.  An Employee who has met theeligibility requirements of Section 2.1 and completed said forms shall become aCovered Employee as of the date described in Section 3.2(a).

####  

#### (d)                                 In the event an Employee who has beenexcluded from eligibility under Section 3.1(b) ceases to be so excluded, suchEmployee shall become a Covered Employee immediately if the Employee hassatisfied the requirements of Section 3.1(a) and this section and would haveotherwise previously become a Covered Employee.

####  

## Section 3.3.                                   Terminationof Active Participation.

##  

#### (a)                                  A Participant shall cease to be a CoveredEmployee upon the Participant’s Termination of Employment with allParticipating Employers or the Participant’s death, by reason of ceasing tomeet the requirements under Section 3.1 to be eligible to become a CoveredEmployee, by the termination of the Plan, or by operation of law.

####  

#### (b)                                 A Covered Employee, upon written requestdelivered to the Administrator, may terminate the Participant’s activeparticipation in the Plan.  Upon suchtermination the Participant shall not receive further credit for AccrualService.  Having once terminated theParticipant’s active participation in the Plan, the Participant may not againbecome a Covered Employee unless the Participant delivers written revocation ofsaid termination to the Administrator and again meets the requirements ofSections 3.1 and 3.2.

####  

## Section 3.4.                                   Returnto Active Participation.  Subject to Section 3.3, an Employee who hasincurred a Termination of Employment by all Participating Employers or hasotherwise ceased to be a Covered Employee shall again become a Covered Employeeas of the first day after such Termination of Employment or other occurrencewhich causes the Participant to cease to be a Covered Employee on which suchEmployee first performs an Hour of Service for a Participating Employer and isnot excluded from eligibility to become a Covered Employee under Section 3.1.

##  

## Section 3.5.                                   LimitationRespecting Employment. Neither the fact of the establishment of thePlan nor the fact that an Employee has become a Covered Employee shall givethat person any right to continued employment; neither shall either fact limitin any way the right of a Participating Employer to discharge or deal otherwisewith an Employee without regard to the effect which such treatment may haveupon the Employee’s rights under the Plan.

 

**ARTICLEIV.****Benefits Under the Plan**

 

## Section 4.1.                                   NormalRetirement Benefit.  A Participant who incurs a Termination ofService on or after the Participant’s Normal Retirement Age and on or beforethe Participant’s Normal Retirement Date shall be entitled to a normalretirement benefit.  The monthly amountof the normal retirement benefit of a Participant shall be equal to theParticipant’s Accrued Benefit determined as of theParticipant’sNormal Retirement Date.  It shall bepayable in the Normal Form commencing on the Participant’s Normal RetirementDate.

##  

## Section 4.2.                                   Early RetirementBenefit.

##  

#### (a)                                  A Participant who incurs a Termination ofService having reached the Participant’s earliest possible Early RetirementDate shall be entitled to an early retirement benefit consisting of a monthlypension payable in the Normal Form commencing on the Participant’s EarlyRetirement Date.  If such Participantdesires to receive an early retirement benefit, the Participant must elect on aform

 

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provided by theAdministrator to receive that benefit commencing on a first day of a monthsubsequent to the election which shall be the Participant’s Early RetirementDate.

####  

#### (b)                                 The Participant’s early retirementbenefit shall be equal to the Participant’s Accrued Benefit determined as ofthe Participant’s Early Retirement Date. It will be reduced for payment prior to the Participant’s 60thbirthday.  The rate of reduction will be1/3 of one percent for each month by which the Participant’s Early RetirementDate precedes the Participant’s 60th birthday.  If the Participant’s Early Retirement Dateis on or after age 60, there will be no reduction.

####  

## Section 4.3.                                   DeferredRetirement Benefit. AParticipant who has reached the Participant’s Normal Retirement Date and hasnot incurred a Termination of Service, or has not incurred a Termination ofService but is covered by Section 4.14(e), shall be entitled to a deferredretirement benefit commencing on the Participant’s Deferred Retirement Date.  The monthly amount of the deferredretirement benefit shall be equal to the Participant’s Accrued Benefitdetermined as of the Participant’s Deferred Retirement Date.  The Participant’s deferred retirementbenefit shall be payable in the Normal Form and shall commence on theParticipant’s Deferred Retirement Date. In the case of any Participant who reaches age 70 1⁄2 in 1996, or later,and has not commenced a distribution consistent with Section 4.13(c), suchParticipant’s deferred retirement benefit as of the Participant’s AnnuityStarting Date shall not be less than the Actuarial Equivalent of theParticipant’s deferred retirement benefit as of April 1 following the year inwhich the Participant reaches age 70 1⁄2, plus the Actuarial Equivalent ofany additions to the Participant’s deferred retirement benefit subsequent tothat date, less the Actuarial Equivalent of any distributions made to theParticipant after that date.

##  

## Section 4.4.                                   TerminationBenefit.

##  

#### (a)                                  A Participant who has completed at leastfive (5) years of Vesting Service and incurs a Termination of Service, and whois not entitled to any of the benefits described in the preceding provisions ofthis Article, shall be entitled to a termination benefit consisting of amonthly pension payable, unless the Participant makes the election provided bySubsection (e), in the Normal Form commencing on the Participant’s NormalRetirement Date.

####  

#### (b)                                 A Participant who is otherwise entitledto receive a termination benefit may elect to begin to receive it on the firstday of any month on or following the date the Participant attains the age andyears of Vesting Service needed to satisfy the Early Retirement Daterequirements applicable to the Participant. Said benefit shall also be paid in the Normal Form.

####  

#### (c)                                  If the payment of the Participant’spension commences with the first day of the month beginning with theParticipant’s Normal Retirement Date, the Participant’s termination benefitshall be equal to the Participant’s Accrued Benefit.

####  

#### (d)                                 If the payment of the Participant’spension commences when provided under Subsection (b), the monthly amountof the Participant’s termination benefit shall be the Participant’s AccruedBenefit as of the date the Participant incurs such Termination of Service,reduced for payment prior to the Participant’s Normal Retirement Date.  It will be reduced for payment prior to theParticipant’s 60th birthday. The rate of reduction will be 1/2 of one percent for each month by whichthe Participant’s Annuity Starting Date precedes the Participant’s 60thbirthday.  If the Participant’s AnnuityStarting Date is on or after age 60, there will be no reduction.

####  

#### (e)                                  A Participant who qualifies underSubsection (b) may elect to begin receiving the payment of the benefit to whichthe Participant is entitled under this section by submitting to theAdministrator a written statement which describes the Participant’s benefitunder this section and the date it would otherwise commence, and specifies thatthe Participant elects to begin receiving the payment of the Participant’sbenefit on the first day of a month allowed by Subsection (b).

 

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## Section 4.5.                                   Total and Permanent Disability Benefits.

##  

#### (a)                                  AnyParticipant who becomes totally and permanently disabled for purposes of SocialSecurity benefits at a time when the Participant has accrued at least five (5)or more years of Vesting Service and incurs a Termination of Service may electto receive a monthly disability benefit equal to the Participant’s Accrued Benefit.  Such benefit may commence on the later of(1) the first day of the month next following the date on which the Employeehas been determined to be totally and permanently disabled by the FederalSocial Security Administration or (2) the first day of the month next followingthe date on which the Participant stops receiving disability payments from anydisability plan or program sponsored by the Participant’s ParticipatingEmployer.  Disability benefit paymentsshall not be subject to actuarial reduction because of Termination of Serviceprior to the Participant’s Normal Retirement Age.

####  

#### (b)                                 TheAdministrator shall make determinations regarding eligibility for thisbenefit.  Notice of a Participant’selection of this benefit shall be made in writing on a form prescribed by andfiled with the Administrator in accordance with its rules and regulations.  The Administrator may, in its discretion,require a medical examination by a physician or physicians of its choice andmay terminate such disability benefit if the Participant ceases to be totallyand permanently disabled as described in Subsection (a) after the Participant’sdisability benefit commences.  Arecipient of, or applicant for, a disability benefit shall cooperate with theAdministrator in making an initial or any subsequent review of theParticipant’s claim for disability benefits under this section.

####  

## Section 4.6.                                   MinimumBenefits.  In no event will the benefit determined fora Participant under Sections 4.1, 4.2, 4.3, 4.4, or 4.5 and payable as of theParticipant’s Normal Retirement Date be less than the accrued benefit under thePlan as of February 29, 1976.

##  

## Section 4.7.                                   Maximum Benefits.

##  

#### (a)                                  In no event shall the amount of theannual benefit payable with respect to a Participant from this Plan exceed themaximum permissible amount.  If anyParticipant isn’t and has never been a participant in another definedcontribution or defined benefit plan maintained by a Participating Employer ora Related Employer, and the Participant’s annual benefit exceeds the maximumpermissible amount, it shall be reduced so that the annual benefit will equalthe maximum permissible amount.

####  

In the event that theannual pension benefit otherwise payable to a Participant who has incurred aTermination of Service has been limited by the dollar limitation of thedefinition of maximum permissible amount, such limited annual pension benefitshall be increased in accordance with any automatic cost-of-living adjustmentsin such dollar limitation made pursuant to that definition.

 

#### (b)                                 If a Participant is, or has ever been,covered under more than one defined benefit plan maintained by a ParticipatingEmployer or a Related Employer, the sum of the Participant’s annual benefitsfrom all such plans may not exceed the maximum permissible amount.  That limitation shall be met by limitingbenefits under this Plan.

####  

#### (c)                                  Provided that no Participating Employerand no Related Employer has at any time maintained a defined contribution planin which the Participant participated, the limitation in Subsection (a) or (b)shall be deemed satisfied if the annual benefit (or sum of annual benefits)payable to the Participant is not more than One Thousand Dollars ($1,000.00)multiplied by the Participant’s years of Vesting Service (not to exceed tensuch years).  To the extent provided inInternal Revenue Service regulations, this subsection shall be appliedseparately with respect to each change in the benefit structure of theapplicable plan or plans.

####  

#### (d)                                 In the case of a Participant who is alsoparticipating in a defined contribution plan to which the Participant’sParticipating Employer or one of its Related Employers contributes, the sum ofthe Participant’s defined contribution plan fraction and defined benefit planfraction shall not exceed 1.0 in

 

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any limitation year.  That limitation shall be met by limitingbenefits under this Plan but only if contributions are not limited under thedefined contribution plan in order to meet that limitation.  This subsection shall cease to apply inlimitation years beginning after December 31, 1999, with respect toParticipants who are credited with one Hour of Service for a ParticipatingEmployer after that date.

####  

#### (e)                                  The limitations of this Section apply tolimitation years beginning after December 31, 1986.  Limitations for prior limitation years shall be governed by thePlan as it existed on December 31, 1988.

####  

#### (f)                                    The terms defined below have thefollowing meanings for purposes of this section:

####  

##### (1)                                  The term “annual additions” means the sumof the following amounts credited to the account of a Participant for alimitation year:

#####  

###### (A)                              contributions by a Participating Employeror a Related Employer;

######  

###### (B)                                forfeitures; and

######  

###### (C)                                nondeductible Employee contributions.

######  

For the solepurpose of applying the dollar limit on annual additions, any contribution by aParticipating Employer or Related Employers allocated in years beginning afterMarch 31, 1984 to a medical account established under Section 401(h) of theCode for a Participant under any pension or annuity plan, shall be treated asan “annual addition” to a defined contribution plan.  Also, for the same purpose, in the case of a key employee asdefined in the top-heavy section of this Plan, any contribution by aParticipating Employer or a Related Employer allocated in limitation yearsbeginning after 1985 on the Participant’s behalf to a separate account in afunded welfare benefit plan established for the purpose of providingpost-retirement medical benefits shall be considered an “annual addition”.  “Annual addition” shall not include rollovercontributions, repayments of loans, repayment of amounts to a plan by aParticipant and transfers of employee contributions from one qualified plan toanother.

 

##### (2)                                  The term ‘annual benefit’ means a benefitwhich is payable annually in the form of a straight life annuity.  Except as otherwise provided in thisdefinition, a benefit payable in a form other than a straight life annuity mustbe adjusted to an actuarially equivalent straight life annuity before applyingthe limitations of this section.  Theinterest rate assumption used to determine actuarial equivalents shall be thegreater of the interest rate utilized under the definition of ActuarialEquivalent or five (5) percent; provided, however, on and after March 1, 2000,for purposes of making an adjustment from a form of benefit which is subject toSection 417(e)(3) of the Code (such as a lump sum distribution), that interestrate assumption shall not be less than the annual rate of interest on 30 yearTreasury securities, or on a substitute for those securities, as specified bythe Commissioner of the Internal Revenue Service for the December immediatelypreceding the first day of the Plan Year during which the applicableParticipant’s Annuity Starting Date occurs. The annual benefit does not include any benefits attributable toEmployee contributions or rollover contributions, or the assets transferredfrom a plan qualified under Section 401(a) of the Code that was not maintainedby a Participating Employer or a Related Employer.  No actuarial adjustment to the benefit is required for (A) thevalue of a Qualified Joint and Survivor Annuity Form of benefit, (B) the valueof ancillary benefits which are not directly related to retirement incomebenefits and (C) the value of post-retirement cost of living increases made inaccordance with applicable regulations. On and after the first day of the limitation year beginning in 2000, themortality assumptions used for determining an actuarial equivalent shall bebased upon the ‘applicable mortality table’ prescribed by the Secretary of theTreasury in accordance with Section 417(e)(3) of the Code and regulations andrulings issued pursuant thereto (which as of January 1, 1995, is based upon afixed blend of 50% of the male mortality

 

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##### rates and 50% ofthe female mortality rates from the 1983 Group Annuity Mortality Table and asof December 31, 2002, for purposes of benefit payments commencing on or afterthat date, is the table prescribed in Rev. Rul. 2001-62).  Prior to that day, mortality was determined(for that purpose) using the 1983 Group Annuity Mortality Table.  The mortality decrement shall be taken intoaccount to the extent provided in IRS Notice 83-10, 1983-C.B. 536 or itsreplacement.

#####  

##### (3)                                  The term “compensation” includes the sumof all remuneration as an Employee received from the Participating Employersand all Related Employers (A) which constitutes wages, salaries, or otheramounts received for personal services, (B) which constitutes income fromsources from outside of the United States otherwise excluded from theEmployee’s gross income for U.S. Income Tax purposes and (C) which constitutesadditional amounts (other than those previously referred to in this subsection)described in Section 1.415-2(d)(1) of the Department of Treasury Regulations asamended from time to time.  The term“compensation” excludes all amounts described in Department of TreasuryRegulations Section 1.415-2(d)(2) as amended from time to time.  The determination of “compensation” shall bemade in accordance with Section 415(c)(3) of the Code and the regulationsthereunder.  For Plan Years beginningafter December 31, 1997, “compensation” includes amounts which are contributedto a plan by one of such Employers pursuant to a salary reduction agreementwith a Participant and which are not includable in the gross income of suchParticipant under Section 125, 402(e)(3), 402(h)(1)(B), 403(b), or 457(b) ofthe Code, and Employee contributions described in Section 414(h)(2) of the Codewhich are treated as contributions by an Employer.  For limitation years beginning on and after January 1, 2001, forpurposes of applying the limitations described in this section, compensationpaid or made available during such limitation years shall include electiveamounts that are not includable in the gross income of the employee by reasonof Section 132(f)(4) of the Code.

#####  

##### (4)                                  The term “current accrued benefit” meansa Participant’s annual benefit (including optional benefit forms) accrued as ofthe end of the last limitation year beginning before 1987, but determinedwithout regard to changes in the Plan after May 5, 1986 or cost of livingincreases under the Plan.

#####  

##### (5)                                  The term “defined benefit fraction” meansa fraction, the numerator of which is the sum of the Participant’s projectedannual benefits under all the defined benefit plans (whether or not terminated)maintained by a Participating Employer or a Related Employer, and thedenominator of which is the lesser of 1.25 times the dollar limitation ineffect for the limitation year under Section 415(b)(1)(A) of the Code or 1.4times the defined benefit plan compensation limitation (under said Section 415)for that limitation year.  However, thedenominator of that fraction will not be less than 1.25 times the Participant’scurrent accrued benefit.

#####  

##### (6)                                  The term “defined contribution fraction”means a fraction, the numerator of which is the sum of the annual additions tothe Participant’s account under all the defined contribution plans (whether ornot terminated) maintained by a Participating Employer or a Related Employerfor the current or prior limitation years and the denominator of which is thesum of the maximum aggregate amounts for the current and all prior limitationyears during which the Participant completed a year of Vesting Service.  The maximum aggregate amount in anylimitation year is the lesser of 1.25 times the dollar limitation in effectunder Section 415(c)(1)(A) of the Code or thirty-five percent (35%) of theParticipant’s compensation for such year. However, at the election of the Administrator, the amount taken intoaccount for all limitation years ending before January 1, 1983 when computingthe denominator may be an amount equal to the denominator which would have beendetermined for the limitation year ending in 1982 (under the applicable law asin effect for that limitation year) multiplied by the transition fraction.  The transition fraction means the fraction,the numerator of which is the lesser of $51,875 or 1.4 multiplied by 25% of thecompensation of the Participant for the limitation year ending in 1981 and thedenominator of which is the lesser of $41,500 or 25% of the compensation

 

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##### of the Participantfor the limitation year ending in 1981. Further, if the Participant was covered in one or more definedcontribution plans maintained by a Participating Employer or a Related Employerwhich were in existence for the last limitation year beginning before 1987, andwhich satisfied the requirement of Section 415 of the Code for that limitationyear, the numerator of the defined contribution fraction would be adjusted as specifiedin Internal Revenue Service regulations, if the sum of that fraction and thedefined benefit fraction otherwise exceed 1.0 under the terms of this Plan.

#####  

##### (7)                                  The term “highest average compensation”means the average compensation for the three consecutive calendar years ofservice with a Participating Employer or a Related Employer that produces thehighest average.

#####  

##### (8)                                  The term “limitation year” means the PlanYear.

#####  

##### (9)                                  (A)                              The term “maximum permissible amount” means the lesserof $90,000 or 100% of the Participant’s highest average compensation.  If the annual benefit commences before theParticipant’s Social Security Retirement Age, the maximum permissible amountmay not exceed the lesser of the actuarial equivalent of a $90,000 annualbenefit beginning at that age or the Participant’s highest averagecompensation.  The actuarial adjustmentwill be made in accordance with Internal Revenue Service regulations.

#####  

###### (B)                                To determine the actuarial equivalentsreferred to in subparagraph (A) above, the regulations referred to inthat subparagraph indicate that if the benefit is payable at or after age 62and before the Participant’s Social Security Retirement Age (“SSRA”) the dollarlimitation at the Participant’s SSRA is reduced by 5/9 of 1% for each of the 36months by which benefits commence before the month in which the Participant’sSSRA is attained, and by 5/12 of 1% for each additional month.  However, if the age at which the benefit ispayable is less than age 62, the dollar limitation is further reduced so thatthe limitation is actuarially equivalent to the limitation at age 62.  Effective on and after March 1, 2000, thereduced dollar limitation, in that case, is the lesser of the ActuarialEquivalent amount (the interest rate shall be 5%) or the equivalent amountcomputed using 5% interest and the ‘applicable mortality table’ describedbelow.  Prior to such date, theassumptions used to determine that reduced dollar limitation were those usedunder the Plan as it existed immediately before the amendment that added theprovisions concerning the ‘applicable mortality table.’

######  

###### (C)                          If the annual benefit commences after theParticipant’s Social Security Retirement Age, the benefit may not exceed thelesser of the actuarial equivalent of a $90,000 annual benefit beginning at age65 or the Participant’s highest average compensation.  Effective on and after March 1, 2000, that actuarial equivalentshall be the lesser of the equivalent amount computed using Actuarial Equivalents(mortality shall be determined under the 1983 Group Annuity Mortality Table andthe interest rate shall be the interest rate under the definition of ActuarialEquivalent) or the amount computed using five percent (5%) interest and the“applicable mortality table” described below. Prior to that date, the rules of the Plan as in effect before that dateshall be used to make that determination.

######  

###### (D)                               Each applicable January 1st, the $90,000limitation above will be automatically adjusted to the new dollar limitationdetermined by the Commissioner of Internal Revenue for the calendar yearbeginning on that date.  The newlimitation will apply to limitation years ending with the calendar year of thedate of the adjustment.

 

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###### (E)                                 Notwithstanding the above, the maximumpermissible amounts applicable to a Participant shall not be less than theParticipant’s current accrued benefit. Further, if the annual benefit commences when the Participant has less thanten years of Vesting Service with a Participating or Related Employer, thepercentage limitation portion of the maximum permissible amount otherwisedefined shall be reduced by one-tenth for each year of Vesting Service lessthan ten and, if it commences when the Participant has less than ten years ofparticipation in the Plan, the dollar limitation portion of the maximumpermissible amount shall be reduced by one-tenth for each year of participationless than ten.  To the extent providedin regulations the last two sentences shall be applied separately to eachchange of benefit structure of a plan.

######  

###### (F)                                 For purposes of this Paragraph (9), onand after the first day of the first limitation year beginning in 1995, themortality assumptions shall be based upon the mortality table (the ‘applicablemortality table’) prescribed by the Secretary of Treasury pursuant to Section415(b)(2)(E) of the Code (which as of the first day of the limitation yearbeginning in 1995 shall be based on a fixed blend of 50% of the male mortalityrates and 50% of the female mortality rates from the 1983 Group AnnuityMortality Table and as of December 31, 2002, for purposes of benefit paymentscommencing on or after that date, is the table prescribed in Rev. Rul.2001-62).  The mortality decrement shallbe taken into account to the extent provided in IRS Notice 83-10, 1983-1 C.B.536 or its replacement.

######  

##### (10)                            The term “projected annual benefit” meansthe annual benefit (defined in the manner provided in this section) to which aParticipant would be entitled under the terms of a plan assuming (A) theParticipant will continue employment until the Participant’s normal retirementage under that plan (or current age, if later), and (B) the Participant’scompensation for the current limitation year and all other relevant factorsused to determine benefits under that plan will remain constant for all futurelimitation years.

#####  

#### (g)                                 Any applicable portion of Section 415 ofthe Code not described in this section is hereby incorporated by reference.

####  

## Section 4.8.                                   AutomaticQualified Joint and Surviving Spouse Annuity.

##  

#### (a)                                  The provisions of this section shallapply when an event described in one of the previous sections of this articleoccurs which entitles a Participant to a benefit under one of said sections, ifthe Participant is married as of the Participant’s Annuity Starting Date and ifthe election described in Section 4.9 has not been made.

####  

#### (b)                                 The payment of the Participant’s benefitshall commence as provided in whichever of said sections is applicable andshall be payable in the Qualified Joint and Survivor Annuity Form.

####  

#### (c)                                  No benefit shall be paid to theParticipant’s spouse under this section if the applicable benefit had notcommenced to the Participant at the time of the Participant’s death.

####  

## Section 4.9.                                   Election Out ofQualified Joint and Survivor Annuity or Life Annuity Form.

##  

#### (a)                                  The provisions of this section shallapply when an event described in one of the previous sections of this articleoccurs which entitles a Participant to a benefit under one of said sections.

####  

#### (b)                                 A Participant who is married may elect tonot have the Participant’s benefit paid in the Qualified Joint and SurvivorAnnuity Form and a Participant who is not married may elect to not have theParticipant’s Benefit paid in the Normal Form. The Participant shall make said election during the Election Periodapplicable to the Participant on a form furnished by the Administrator thatshall clearly

 

24

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#### indicate the Participant’s election.  The Participant shall have the right torevoke (in writing) any election made under this section and to make theelection permitted under this section after any such revocation or revocationsat any time within the Election Period applicable to the Participant.

####  

#### (c)                                  (1)                                  Not less than 30 nor more than 90 days before theParticipant’s Annuity Starting Date, the Administrator shall provide theParticipant with a written notice (by mail or personal delivery), innontechnical terms, indicating the availability of the Participant’s right toelect not to have the Participant’s benefit paid in the Qualified Joint andSurvivor Annuity Form (or the Normal Form, if the Participant isn’tmarried).  Said notice shall include anexplanation of the terms and conditions of the Qualified Joint and SurvivorAnnuity Form of benefit (or the Normal Form, if the Participant isn’t married),the circumstances in which it will be provided to the Participant, the electionmade available by Subsection (b) (including an explanation of the Election Period),the financial effect of making or not making such election (in terms of dollarsper annuity payment or other payment) including a general description of thematerial features of the optional forms of benefit under the Plan and theirrelative value, the rights of the Participant’s spouse under Subsection (d) andthe right to revoke an election described in Subsection (b) (and the effect ofthat revocation).  Said notice may alsobe provided by posting or publication (see Section 1.7476-2(c)(1) of TreasuryDepartment Regulations for examples) so long as either method is reasonablycalculated to reach the attention of the Participant on or about 90 days beforethe Participant’s Annuity Starting Date and throughout the Election Periodapplicable to the Participant (for example, by permanent posting or repeatedpublication).

####  

##### (2)                                  On and after March 1, 2002, a Participantmay waive the requirement that such written notice be provided at least 30 daysbefore the Participant’s Annuity Starting Date, provided that the followingrequirements are met:

#####  

###### (A)                              the Administrator provides information tothe Participant clearly indicating that the Participant has a right to at least30 days to consider whether to waive the Qualified Joint and Survivor AnnuityForm and consent to a form of distribution other than a Qualified Joint andSurvivor Annuity Form;

######  

###### (B)                                the Participant is permitted to revoke anaffirmative distribution election at least until the Participant’s AnnuityStarting Date, or, if later, at any time prior to the expiration of the 7-dayperiod that begins the day after the explanation of the Qualified Joint andSurvivor Annuity Form is provided to the Participant; and

 

###### (C)                                the Annuity Starting Date is after thedate that the explanation of the Qualified Joint and Survivor Annuity Form isprovided to the Participant; however, the Participant’s Annuity Starting Datemay be before the date that any affirmative distribution election is made bythe Participant if the actual distribution in accordance with the affirmativeelection does not commence before the expiration of the 7-day period thatbegins the day after the explanation of the Qualified Joint and SurvivorAnnuity Form is provided to the Participant.

 

#### (d)                                 An election under this Section shall nottake effect unless the election designates a Beneficiary (or a form ofbenefits) and the spouse of the Participant (if any) consents to such election,and acknowledges the effect of such election, in a writing which is witnessedby a Plan representative or a notary public not more than 90 days before theParticipant’s Annuity Starting Date. Further, an election which the spouse has consented to may not bechanged without a new spousal consent (as described in the prior sentence)unless the spouse’s consent expressly permits designations by the Participantwithout any requirement of further consent by the spouse.  However, the spouse’s consent shall not berequired if it is established to the satisfaction of a Plan representative thatthe consent may not be obtained because there is no spouse or the spouse cannotbe located (or because of other circumstances as may be prescribed in

 

25

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regulations).  Any consent by a spouse (or establishmentthat the consent may not be obtained) shall be effective only with respect tothat spouse.

####  

## Section 4.10.                             Death Benefits.

##  

#### (a)                                  Upon the death of a Participant, a deathbenefit of $5,000 shall be paid to the Beneficiary that the Participant hasdesignated in writing on a form prescribed by and filed with the Administratorin accordance with its rules and regulations. Notwithstanding the definition of Beneficiary, if the Participant failsto designate a Beneficiary, the lump sum benefit shall be paid to theParticipant’s estate.  This benefitshall not be paid to Participants who have incurred a Termination of Serviceand are entitled to a benefit under Section 4.4.

####  

#### (b)                                 If a Participant dies while activelyemployed by a Participating Employer, there shall be paid to the Participant’sEligible Beneficiary a monthly survivor’s benefit, commencing with the firstday of the month next following the Participant’s death.  Such monthly survivor’s benefit shall bepaid so long as there is an Eligible Beneficiary, provided that the distributionrequirements of Section 4.11 (concerning Section 401(a)(9) of the Code) will bemet.  As long as there is more than oneEligible Beneficiary, such survivor benefit shall be split in equal sharesamong the Eligible Beneficiaries.

####  

For Technicianswho died before August 1, 1991, the amount of that benefit was $150.  That amount was increased to $175 forTechnicians who died on or after August 1, 1991.  The amount was increased to $200 for Technicians who died on orafter August 1, 1993.  The amount was increasedto $250 for Technicians who died on or after August 1, 1994.  The amount was increased to $300 forTechnicians who died on or after August 1, 1995.  The amount was increased to $325 for Technicians who died on orafter August 1, 1996.

 

For Non-Technicianswho died before August 1, 1991, the amount of that benefit was $120.  That amount was increased to $150 forNon-Technicians who died on or after August 1, 1991.  The amount was increased to $170 for Non-Technicians who died onor after August 1, 1993.  The amount wasincreased to $195 for Non-Technicians who died on or after August 1, 1994.  The amount was increased to $220 forNon-Technicians who died on or after August 1, 1995.  The amount was increased to $240 for Non-Technicians who died onor after August 1, 1996.

 

A Participant forthe purpose of this Section shall be considered to be actively employed by aParticipating Employer if at death the Participant is an Employee of aParticipating Employer.

 

#### (c)                                  If a Participant dies while drawing abenefit under the terms of one of Sections 4.1, 4.2, 4.3, or 4.5, there shallbe paid to the Participant’s Eligible Beneficiary a monthly survivor’s benefit,commencing with the first day of the month next following the Participant’sdeath.  Such monthly survivor’s benefitshall be paid so long as there is an Eligible Beneficiary, provided that thedistribution requirements of Section 4.11 (concerning Section 401(a)(9) of theCode) will be met.  As long as there is morethan one Eligible Beneficiary, such survivor benefit shall be split in equalshares among the Eligible Beneficiaries.

 

For Technicianswho died before August 1, 1991, the amount of that benefit was $150.  That amount was increased to $175 forTechnicians who died on or after August 1, 1991.  The amount was increased to $200 for Technicians who died on orafter August 1, 1993.  The amount wasincreased to $250 for Technicians who died on or after August 1, 1994.  The amount was increased to $300 forTechnicians who died on or after August 1, 1995.  The amount was increased to $325 for Technicians who died on orafter August 1, 1996.

 

ForNon-Technicians who died before August 1, 1991, the amount of that benefit was$120.  That amount was increased to $150for Non-Technicians who died on or after August 1, 1991.  The amount was increased to $170 forNon-Technicians who died on or after August 1, 1993.  The amount was increased

 

26

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to $195 forNon-Technicians who died on or after August 1, 1994.  The amount was increased to $220 for Non-Technicians who died onor after August 1, 1995.  The amount wasincreased to $240 for Non-Technicians who died on or after August 1, 1996.

 

(d)                                 Uponthe death on or after August 23, 1984, of a Participant who is married and who(1) incurs a Termination of Service as provided for in Section 4.4 followingthe completion of at least one (1) Hour of Service on or after August 23, 1984,(2) incurs a Termination of Service and is entitled to a benefit under Section4.2, (3) incurred a Termination of Service following the completion of at leastone (1) Hour of Service in any Plan Year beginning on or after January 1, 1976with at least ten (10) Years of Vesting Service, or (4) has not incurred aTermination of Service; and who has not reached the Participant’s AnnuityStarting Date, such Participant’s surviving spouse shall receive aPre-Retirement Survivor Annuity based on the non-forfeitable percentage of theParticipant’s Accrued Benefit, determined as of the date of the Participant’sdeath.  The spouse shall be entitled toa benefit commencing on the first day of the month following the Participant’sdeath (even though the benefit is determined as if it would be payable at alater date).  The spouse may agree to alater commencement date (not later than the Participant’s Normal RetirementDate).  If such spouse is entitled to abenefit under Section 4.10(b), the benefit under this Subsection (d) shallbe reduced (but not below zero) by the amount of the benefit under Section4.10(b).

 

(e)                                  Uponthe death (on or after January 1, 1987) of a nonmarried Vested Participant whohas incurred a Termination of Service and has not had an Annuity Starting Date,the Participant’s Beneficiary will receive a lump sum payment equal to the ActuarialValue of the annuity that would have been payable under Section 4.10(d) if theParticipant had been married to a spouse of equal age.

 

(f)                                    Ifa Participant, upon reaching the Participant’s Normal Retirement Date andremaining in the employ of a Participating Employer after such date, does nothave an Eligible Beneficiary, or, if such election would result in largerbenefits for the Participant’s Eligible Beneficiary, the Participant may electan optional form of benefit, as defined in Section 4.11, that would providedeath benefits to a designated Beneficiary. Such election must comply with the provisions of Section 4.11 and thedefinition of Beneficiary.  If suchelection is made and the Participant dies prior to the Participant’s AnnuityStarting Date without an Eligible Beneficiary, then the designated Beneficiaryunder the elected optional form of benefit shall be entitled to the survivorbenefit under that form as if the Participant incurred a Termination of Serviceon the Participant’s Normal Retirement Date and began to receive that optionalform of benefit.  However, on and afterMarch 1, 2002, such election shall not be required and the Eligible Beneficiaryor designated Beneficiary shall be entitled to the death benefit under theoptional form of benefit available to the Participant under Section 4.11 at thetime of the Participant’s death which produces the greatest benefit to theEligible Beneficiary or designated Beneficiary.  If the Participant dies without an Eligible Beneficiary and hasn’tdesignated a Beneficiary, then the designated Beneficiary for purposes of thissubsection shall be determined under the Plan’s definition of Beneficiary.

 

(g)                                 EffectiveJuly 1, 1987 death benefits provided to former union Employees covered underthe collectively bargained agreement between American Crystal Sugar Company andthe American Federation of Grain Millers (AFL-CIO) (subsequently known as theBakery, Confectionery, Tobacco Workers & Grain Millers, AFL-CIO, CLC) andwho were age 55 and over on September 1, 1974 will be provided by this Planrather than under a group insurance contract.

 

## Section 4.11.                             Other Forms of and Restrictions on Benefits.

 

(a)                                  Theoptional elections provided for in this section may be elected by a Participant(on such form as the Administrator may require) who has made the electionrequired by Section 4.9.  Such electionshall take place before the date when the payment of the benefit is to begin.

 

(b)                                 Insteadof the benefit to which a Participant may otherwise be entitled under the Plan,a Participant may elect to receive an optional form of benefit that is anActuarial Equivalent of the benefit

 

27

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otherwise payable.  For purposes of this Section 4.11, ActuarialEquivalent shall mean the assumptions and factors specified in Appendix A.

####  

#### (c)                                  Any form selected shall provide that aParticipant’s benefit shall be distributed by the required commencement datedescribed in a subsequent section (concerning commencement of benefits) orshall begin not later than that date and shall be distributed over the life ofthe Participant or over the lives of the Participant and the Participant’sBeneficiary (or over a period not extending beyond the life expectancy of theParticipant or the life expectancy of the Participant and the Participant’sBeneficiary).  Life expectancies shallbe computed using the expected return multiples in Tables V and VI of Section1.72-9 of Internal Revenue Service Regulations and using the Participant’s (anddesignated Beneficiary’s) attained age as of the Participant’s birthday (andthe designated Beneficiary’s birthday) in the calendar year in which theParticipant attains age 70 1/2.  Lifeexpectancies shall not be recalculated annually for purposes of determiningminimum distributions.

####  

#### (d)                                 Subject to the foregoing, the optionalforms of benefits which a Participant may elect shall be:

####  

##### (1)                                  the Normal Form of annuity;

#####  

##### (2)                                  an option specified in Appendix A, exceptthat the Joint and Survivor Annuity options are only available to a Participantwho is married on the Participant’s Annuity Starting Date.

#####  

#### (e)                                  If the Participant elects an annuitypayable for life and a term certain and if the Participant dies after thepayments had commenced, the payment of the remaining benefit shall be made tothe Participant’s Beneficiary and may not extend beyond the period certain.

####  

#### (f)                                    At any time before the first benefitpayment is due, a Participant who has elected an optional form of benefit mayrevoke the Participant’s election or may change the Participant’s election bysigning and filing an appropriate revocation or change with the Administrator.

####  

#### (g)                                 In the event of the death of both aParticipant who has elected an optional form of benefit providing for paymentsduring a period certain and the Participant’s selected Beneficiary under thatoptional form before completion of the number of monthly payments elected, andprovided that the Participant has not specified otherwise in the Participant’sBeneficiary designation under that optional form, the Actuarial Value of theremainder of the payment shall be paid in a single sum:

####  

##### (1)                                  to the estate of the Participant, if theParticipant is the last to die, or

#####  

##### (2)                                  to the estate of the selectedBeneficiary, if the selected Beneficiary is the last to die.

#####  

#### (h)                                 Any distribution under this section orthe rest of the Plan must be made in accordance with the regulations underSection 401(a)(9) of the Code, including the incidental death benefitrequirements described in Section 1.401(a)(9)-2 of Internal Revenue ServiceRegulations (or any replacement). Further, such regulations shall supersede any distribution option in thePlan which is inconsistent with Section 401(a)(9) of the Code.

####  

#### (i)                                     Under the incidental benefit rulesdescribed in the prior subsection, if a joint and survivor annuity is selectedwith a nonspouse Beneficiary who is more than 10 years younger than theParticipant, the survivor benefit must be limited in accordance with a Tableset out in those rules.  Also, if the selectedbenefit includes a period certain, those rules require that the period certainmay not exceed a period determined for distribution of individualaccounts.  The period for a person whohas attained age 70 in a distribution calendar year is 26.2 and decreases withincreasing attained ages.

 

28

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#### (j)                                     With respect to distributions under thePlan made in calendar years beginning on or after January 1, 2002, the Planwill apply the minimum distribution requirements of Section 401(a)(9) of theCode in accordance with the regulations under Section 401(a)(9) of the Codethat were proposed in January 2001, notwithstanding any provision of the Planto the contrary.  This Subsection (j)shall continue in effect until the end of the last calendar year beginningbefore the effective date of final regulations under Section 401(a)(9) of theCode or such other date specified in guidance published by the Internal RevenueService.

 

29

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## Section 4.12.                             Lump Sum Benefit.

 

#### (a)                                  Notwithstanding any other provision ofArticle IV to the contrary, in the event a Participant’s benefit or a benefitattributable to that Participant is payable immediately or at a future timeupon the Participant’s Termination of Service or death, and no part of saidbenefit has begun to be paid to anyone, and if the Actuarial Value of saidbenefit is $3,500 (this amount changes to $5,000 effective for Plan Yearsbeginning after August 5, 1997) or less, the Administrator shall cause adistribution to be made of same in a lump sum to the proper recipient withoutthe recipient’s consent within an administratively feasible time after suchTermination of Service or death (which shall not be later than the end of thesecond Plan Year following the Plan Year in which such event occurs).

####  

#### (b)                                 If a Participant is not Vested when theParticipant incurs a Termination of Service, the Participant shall be deemed tohave a lump sum distribution upon that Termination of Service.

####  

#### (c)                                  If the Actuarial Value of theParticipant’s Vested Accred Benefit is more than $5,000 but less than $10,000,the Participant may elect on forms to be provided by the Administrator toreceive the Actuarial Value of that benefit in a lump sum.  Such a Participant who is married shall alsobe entitled to receive such Vested Accrued Benefit in the form of an immediateQualified Joint and Survivor Annuity and such a Participant who is unmarriedshall be entitled to receive such Vested Accrued Benefit in an immediate lifeannuity form.  Section 4.9 shall applyto such a Participant.

####  

## Section 4.13.                             Commencement of Benefits and Related Requirements.

##  

#### (a)                                  Subject to the other provisions of thissection, payment of benefits under this Article shall begin as specified in theapplicable provisions of this Article.

####  

#### (b)                                 Subject to the limitations of Subsection(c), payment of the benefits to a Participant shall begin not later than thesixtieth day after the close of the Plan Year in which the latest of the followingevents occurs:

####  

##### (1)                                  the Participant reaches age 65; or

#####  

##### (2)                                  the Participant incurs a Termination ofService.

#####  

#### (c)                                  (1) Except as otherwise provided in thissubsection, distributions to any Participant shall commence no later than April1 of the calendar year following the year in which the Participant attains 701/2, even if the Participant has not incurred a Termination of Service.  In the case of a Participant who attainedage 70 1/2 before 1988, distributions may be deferred until April 1 of the calendaryear following the year in which the Participant incurs a Termination ofService, or if earlier, becomes a 5% owner; provided, however, if adistribution would have had to commence by April 1, 1989 on account of aTermination of Employment in 1988, the required commencement date shall not bebefore April 1, 1990.  For purposes ofthis subsection, “5% owner” means a Participant who, at any time during thePlan Year ending in the calendar year in which the Participant attains age 661/2 or during any subsequent Plan Year, owns more than a 5% interest in aParticipating Employer or any Related Employer.  In determining ownership, the constructive ownership provisionsof Section 318 of the Code shall be applied by utilizing a 5% test in lieu ofthe 50% test set forth in Subparagraph (a)(2)(C) of that Code provision, andthe aggregation rules of Section 414(b), (c), (m), and (o) of the Code shallnot apply.

####  

##### (2)                                  In the event that Subsection (c)(1)requires that a benefit commence to a Participant on an April 1 and theParticipant hasn’t incurred a Termination of Service, the Participant’s benefitshall be calculated as if the Participant had incurred a Termination of Serviceon the March 31 preceding that April 1. Further, effective as of each January 1 thereafter and as of theParticipant’s Deferred Retirement Date, but not later than that date, theParticipant’s benefit

 

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##### underthe Plan shall be recalculated under Section 4.3 and correspondingly modified;however, the recalculated benefit payments shall be reduced by the ActuarialEquivalent of any benefit payments previously made to the Participant under thePlan.  Any such reduction shall notcause benefit payments to be decreased to an amount less than the amount theParticipant was receiving immediately prior to the date that the recalculationis to be effective.  Accordingly,benefit payments in effect during the Plan Year ending on December 31, 1998,shall not be reduced.

#####  

##### (3)                                  Subsequent to 1996, Paragraph (1) willnot require distribution to commence to other than a 5% owner, but aParticipant may elect prior to the date on which a benefit would commence underParagraph (1) and pursuant to procedures established by the Administrator to becovered by such Paragraph (1).

#####  

#### (d)                                 If the amount of a payment cannot beascertained by the date provided in the preceding paragraphs of this section orif the Participant cannot be located (after reasonable effort), a paymentretroactive to such date may be made provided that such payment must be made nolater than sixty days after the earliest date on which such amount can beascertained under the Plan or the date on which the Participant is located(whichever is applicable).  However, ifall or a portion of such amount has been lost by reason of escheat under statelaw, the Participant shall cease to be entitled to the portion so lost.

####  

#### (e)                                  Benefits shall be paid directly to or forthe benefit of the Participant or Beneficiary entitled thereto, either by atrustee pursuant to the terms of the applicable trust agreement or by aninsurance company pursuant to the terms of an annuity or similar contract as isthen in effect, depending upon the method of funding in effect.  Benefits accrued while a particular methodof funding is in effect shall be paid by the Funding Medium which provides thatmethod of funding unless the assets which were held to provide those benefitshave been transferred to a different Funding Medium.

####  

#### (f)                                    The Administrator shall direct the payorto withhold from each benefit such tax as is required by law, and theAdministrator shall provide the payor with such information as may be requiredby law, by applicable regulation, and by the particular circumstances in orderto allow the payor properly to withhold such tax.  The payor shall withhold from each benefit payment made after thereceipt by it of that direction and of that information such taxes as arerequired by law, unless the payee has duly elected, in the manner provided bylaw, not to have such tax withheld.  Thepayor also shall give to each payee such notices of the right to make suchelections as are required by law.  Asused in this subsection, the term “payor” means each insurance company and eachtrustee that actually pays any benefit under the Plan.

####  

## Section 4.14.                             Re-employment and Suspension of Benefits.

##  

#### (a)                                  Subject to Section 4.13(c), in the eventthat a Participant incurs a Termination of Service under circumstancesentitling the Participant to a benefit under the Plan and if the Participantagain becomes an Employee of a Participating Employer or a Related Employer,then the following shall apply:

####  

##### (1)                                  If the Participant, after theParticipant’s rehire, is (A) credited with 40 or more Hours of Service in amonth or is paid for one Hour of Service performed on at least eight (8) daysof a month for a Participating Employer or a Related Employer and (B) isworking at a rate of at least 1,000 Hours of Service per Plan Year for aParticipating Employer or a Related Employer for that month, the payment of thebenefit (if not completed upon the Participant’s said rehire) shall besuspended as of that month.  Suchsuspension shall continue at least through the calendar month following theParticipant’s rehire during which the Participant is not credited with or paidfor the Hours of Service described in Subsection (a)(1)(A) or suchParticipant’s rate of completion of Hours of Service falls below 1,000 Hours ofService per Plan Year.  Any suspendedbenefit shall be resumed no later than the first day of the third calendarmonth after the calendar month described in the prior sentence.  Such suspension of benefits shall not applyto any Participant who returns to employment with a Participating Employer afterpension payments

 

31

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##### havecommenced, solely to work during a campaign, provided that the Participant isnot scheduled to work at least 1,000 Hours of Service in the one year periodsubsequent to such return to employment..

#####  

##### (2)                                  No benefit may be suspended underSubsection (a)(1) unless the Administrator (during the first calendar monthduring which such benefit is suspended), provides the Employee by mail orpersonal delivery with a written notice containing the following:

#####  

###### (A)                              A description of the reasons why thebenefit is being suspended;

######  

###### (B)                                A general description of this section;

######  

###### (C)                                A copy of this section;

######  

###### (D)                               A statement that the Employee may have areview of the suspension of the Employee’s benefits by following the claimsprocedure set forth in Section 5.10; and

######  

###### (E)                                 A statement that the applicable U.S.Department of Labor regulations relating to the suspension may be found inSection 2530.203-3 of the Code of Federal Regulations.

######  

The Administratorshall adopt a procedure, and shall inform all Employees to whom this section isapplicable of such procedure, whereby such Employee may request of theAdministrator (and the Administrator will respond to such request within 30days) a determination of whether the specific employment contemplated by suchEmployee will result in a suspension of the payment of the Employee’s benefitsunder Subsection (a)(1).

 

#### (b)                                 For any period during which aParticipant’s benefit payments are suspended under this section, the benefitpayments to which the Participant was entitled by reason of the Participant’searlier employment shall not accrue.

####  

#### (c)                                  Notwithstanding any other provision ofthe Plan, if a Participant incurs a Termination of Service under circumstancesentitling the Participant to a benefit under the Plan and if the Participantagain becomes an Employee of a Participating Employer or a Related Employer butthe benefit cannot be suspended under the provisions of Section 4.14(a), or ifa benefit is resumed under this Section or on account of Section 4.13(c) aftera suspension, then as of the date of that resumption, as of each January 1after the resumption or after such re-employment (without a suspension), and asof the first day of the month on or following the Participant’s Termination ofService after a re-employment described in this Section, but not after thatday, the Participant’s benefit under the Plan shall be recalculated under thesection of the Plan under which the benefit is being determined andcorrespondingly modified; however, the recalculated benefit payments shall bereduced by the Actuarial Equivalent of any benefit payments previously made tothe Participant under the Plan.  Anysuch reduction shall not cause benefit payments to be decreased to an amountless than the amount the Participant was receiving immediately prior to thedate that the recalculation is to be effective.  However, if a Participant incurs a Termination of Service undercircumstances entitling the Participant to a lump sum distribution underSection 4.12 of the Plan, the Participant again becomes an Employee of aParticipating Employer or a Related Employer, and the Participant’s AccrualService taken into account in calculating that lump sum distribution must berecognized in determining a subsequent benefit for the Participant, then suchsubsequent benefit shall be reduced in a manner chosen by the Actuary toprevent duplication of benefits for the Participant (such as a simplesubtraction of the Accrued Benefit on which the lump sum was based from theAccrued Benefit on which the current benefit is based).

####  

#### (d)                                 Subject to the prior provisions of thissection, if the Employee dies after such rehire but before the Employee incursa Termination of Service and the Employee’s spouse or Beneficiary is not

 

32

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entitled to a benefitunder this Plan and if the form of the Employee’s benefits payable followingany such earlier employment provided for an annuity payable for a term certainthe terms of which had not expired on or before the Employee’s said rehire orif said form had provided for payments to be made to another person (legal ornatural) following the Employee’s death, such payments shall be made as thoughthe Employee had not been rehired.

####  

#### (e)                                  In the event that a Participant continuesto be an Employee of a Participating Employer or a Related Employer on andafter the Participant’s Normal Retirement Date, the Participant shall betreated as a rehired Employee of the Participating Employer or the RelatedEmployer for purposes of this Plan and accordingly the normal retirementbenefit described in Section 4.1 may only be suspended on and after theParticipant’s Normal Retirement Date in accordance with Subsection (a).  The Participant’s benefit shall cease to besuspended and shall begin no later than as provided in Subsection (a) for anyother suspended benefit.

####  

## Section 4.15.                             Transfers to this Plan from Another Retirement Plan ofthe Company.  If, as a result of a transfer from anotherposition within the Company, a person becomes a Covered Employee, such personshall accrue as a Participant of this Plan that retirement benefit which is thegreater of:

##  

#### (a)                                  That retirement benefit which is based onthe Participant’s years of Accrual Service (not to exceed 30) as a Participantof this Plan assuming the Participant became a Participant in this Plan on thedate the Participant first became a Participant of any other retirement planmaintained by the Company, reduced by the amount of retirement benefit earnedunder such other plan or plans, which reduction includes the reductionspecified under the next section concerning non-duplication of benefits, or

####  

#### (b)                                 That retirement benefit which is based onthe Participant’s years of Accrual Service (not to exceed the number producedby subtracting the Participant’s years of accrual service in such other plan orplans from 30) after the date on which the Participant became a Participant ofthis Plan.

####  

Notwithstandingthe foregoing, if, by reason of a transfer within the Company, a person becomesa Participant in this Plan during a Plan Year in which the Participant was alsoa Participant in any other retirement plan or plans maintained by the Company,the benefit of such person will be the benefit determined under the plan in whichthe person was a Participant on the last day of the Plan Year in which thetransfer occurs, except that such determination shall be made as of the date ofthe Participant’s Termination of Service if it is earlier than that last day.

 

Notwithstandingthe prior provisions of this section, if, by reason of a transfer within theCompany, a person becomes a Participant in this Plan, if that Participant was aparticipant in another defined benefit retirement plan of the Company, and ifthe assets and liabilities of that retirement plan with respect to thatParticipant are transferred to this Plan in connection with such transferwithin the Company, then the Participant’s Accrued Benefit under this Plan willbe determined as if the Participant had not been excluded from participation inthis Plan prior to such transfer within the Company.  However, the Participant’s Accrued Benefit shall not be less thanthe accrued benefit determined under that other retirement plan as of the dateof the transfer of assets and liabilities, expressed in the Normal Form whichshall be the Actuarial Equivalent of such accrued benefit.

 

## Section 4.16.                             Non-Duplication of Benefits. In determining the monthly amount of a Participant’s benefit commencingunder Sections 4.1, 4.2, 4.3, 4.4 or 4.5, there shall be deducted the amount ofthe monthly benefit, if any, to which the Participant is entitled under anyother pension plan, not including Social Security, that is supported in wholeor in part by contributions of the Company, but only to the extent that suchbenefit is attributable to employer contributions and to a period of servicefor which the Participant receives a benefit under this Plan.  For purposes of this offset, the amount ofthe monthly benefit under such other plan shall be computed by the Actuary onthe assumption that the benefit is a life annuity with payments commencing atthe same time as under this Plan, regardless of the

 

33

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actual form of paymentunder such other plan. In addition, notwithstanding any other provisions of thePlan, benefits otherwise payable to a Participant under Sections 4.1, 4.2, 4.3,4.4 or 4.5 shall be suspended during such period as the Participant receiveslong- or short-term disability benefits provided by the Participant’sParticipating Employer and during periods of re-employment prior to theParticipant’s Normal Retirement Date. Any benefits payable upon subsequent Termination of Employment will beactuarially adjusted to reflect the payments already received.

##  

## Section 4.17.                             February 28, 2002 Benefits. Any benefits being paid under the Plan as it existed on February 28,2002 shall continue to be paid in the same amount and form as in effect on thatdate.  Further, any deferred Vestedbenefits which existed on that date shall be determined under the Plan as itexisted on that date and shall be payable under the terms of this Plan.

##  

## Section 4.18.                             Inalienability of Benefits.

##  

#### (a)                                  No benefit under the Plan shall besubject to voluntary or involuntary alienation or encumbrance of any kind ormanner.  This subsection shall not applyto a Qualified Domestic Relations Order. Notwithstanding any provision of this Section to the contrary, an offsetto a Participant’s Accrued Benefit against an amount that the Participant isordered or required to pay the Plan with respect to a judgment, order or decreeissued, or a settlement entered into, on or after August 5, 1997, shall bepermitted in accordance with Sections 401(a)(13)(C) and (D) of the Code.

####  

#### (b)                                 If any Participant who is receivingbenefits under the Plan (1) elects to join or to continue after theParticipant’s Termination of Service in a hospitalization, surgical and/ormedical expense or life insurance program which may be available to the Participantthrough the Participant’s Participating Employer; and (2) authorizes thededuction from the Participant’s pension of any amount to be paid by theParticipant under such program, such Employer may direct that such deductionand the amount so deducted shall be paid on the Participant’s behalf to enablethe Participant to join or continue in such program.

####  

## Section 4.19.                             Qualified Domestic Relations Order. Notwithstanding the preceding provisions of this Article, benefits andpayment of benefits under the Plan shall be altered to conform to a QualifiedDomestic Relation Order.

##  

## Section 4.20.                             Annuity Contracts.  AParticipant’s benefits under the Plan may be provided through the acquisitionof annuity contracts which are distributed to the Participant (or theParticipant’s spouse or Beneficiary). Any annuity contract distributed from the Plan must be nontransferable.

##  

## Section 4.21.                             Minimum Benefit on Merger, Consolidation or Transferof Assets of Plan.  In the event the Plan is merged orconsolidated with any other plan or in the event the assets or liabilities ofthe Plan are transferred to any other plan, and if a Participant would havebeen entitled to receive a benefit under the Plan had it then terminated, thevalue of the benefit to which the Participant shall be entitled immediatelyafter such merger, consolidation or asset or liability transfer, shall not beless than the value of the benefit to which the Participant would have beenentitled, had the Plan terminated the day before such merger, consolidation orasset or liability transfer.

##  

## Section 4.22.                             Application for Benefits. Any person entitled to a benefit under the Plan shall complete, sign,and file with the Administrator an application for benefits on a form providedby the Administrator, and shall furnish such additional data as theAdministrator may reasonably require.

##  

## Section 4.23.                             Special Direct Rollover Rules.

##  

#### (a)                                  This provision applies to distributionsmade on or after January 1, 1993. Notwithstanding any provision of the Plan to the contrary that wouldotherwise limit a Distributee’s election under this provision, a Distributeemay elect, at the time and in the manner prescribed by the

 

34

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Administrator, to haveany portion of an Eligible Rollover Distribution paid directly to an EligibleRetirement Plan specified by the Distributee in a Direct Rollover.

####  

#### (b)                                 For purposes of implementing therequirements of this provision, certain terms contained in Subsection (a) aboveshall be defined as follows:

####  

##### (1)                                  Eligible Rollover Distribution: An “Eligible Rollover Distribution” is any distribution of all or anyportion of the balance to the credit of the Distributee, except that anEligible Rollover Distribution does not include: any distribution that is oneof a series of substantially equal periodic payments (not less frequently thanannually) made for the life (or life expectancy) of the Distributee or thejoint lives (or joint life expectancies) of the Distributee and theDistributee’s designated Beneficiary, or for a specified period of ten years ormore; any distribution to the extent such distribution is required underSection 401(a)(9) of the Code; the portion of any distribution that is notincludible in gross income (determined without regard to the exclusion for netunrealized appreciation with respect to employer securities); and any otherexception permitted by law or under pronouncements or regulations issued by theInternal Revenue Service.

#####  

##### (2)                                  Eligible retirement plan: An “Eligible Retirement Plan” is an individual retirement accountdescribed in Section 408(a) of the Code, an individual retirement annuitydescribed in Section 408(b) of the Code, an annuity plan described in Section403(a) of the Code, or a qualified trust described in Section 401(a) of theCode, that accepts the Distributee’s Eligible Rollover Distribution.  However, in the case of an Eligible RolloverDistribution to the surviving spouse, an Eligible Retirement Plan is an individualretirement account or individual retirement annuity.

#####  

##### (3)                                  Distributee: A “Distributee” includes an Employee or former Employee.  In addition, the Employee’s or formerEmployee’s surviving spouse and the Employee’s or former Employee’s spouse orformer spouse who is the alternate payee under a qualified domestic relationsorder, as defined in Section 414(p) of the Code, are Distributees with regardto the interest of the spouse or former spouse.

#####  

##### (4)                                  Direct rollover: A “Direct Rollover” is a payment by the Plan to the Eligible Retirement Planspecified by the Distributee.

 

**ARTICLE V.Administration of the Plan**

 

## Section 5.1.                                   Administrator.  The generaladministration of the Plan is the responsibility of the Company asAdministrator.

##  

## Section 5.2.                                   Administrative Committee.

##  

#### (a)                                  General.  An AdministrativeCommittee consisting of one or more members shall have the authority and dutyto act for the Company in its capacity as Administrator.

####  

#### (b)                                 Members.  The ChiefExecutive Officer of the Company shall appoint the members of theAdministrative Committee.  Each suchappointee shall serve until the appointee either resigns or is removed by saidChief Executive Officer.  Said ChiefExecutive Officer shall fill any vacancy by appointment.  If the Chief Executive Officer does notappoint any members of the Administrative Committee or if there are no currentmembers of the Administrative Committee, the Chief Executive Officer shall bethe Administrative Committee until the Chief Executive Officer subsequentlyappoints one or more members of the Administrative Committee.

 

35

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#### (c)                                  Organization. The members of the Administrative Committee shall elect one of theirmembers as chairman and they shall elect a secretary, who may be, but need notbe, a member of the Administrative Committee. The chairman shall preside at the meetings of the AdministrativeCommittee.  The secretary shall keepminutes of the meetings of the Administrative Committee and shall have custodyof its records.  The AdministrativeCommittee may create such subcommittees to perform such duties as it maydetermine from time to time, but all acts of any subcommittee shall be subjectto the approval of the Administrative Committee.

####  

#### (d)                                 Meetings and Acts. The Administrative Committee shall meet at such places, at such times,and upon such notice, as its members may determine from time to time.  A majority of the current membership of theAdministrative Committee shall constitute a quorum for the transaction ofbusiness.  Each member of the AdministrativeCommittee shall have one vote on any question, but no action shall be taken atany meeting without the affirmative vote of a majority of the wholeAdministrative Committee. The Administrative Committee may also act without aformal meeting by the written authorization of all of the members.  The Administrative Committee shall keepaccurate records of all of its acts and proceedings.

####  

#### (e)                                  Compensation and Reimbursement. So long as an Administrative Committee member is a person receivingfull-time pay from a Participating Employer or Related Employer, that personshall receive no additional compensation for the person’s services as anAdministrative Committee member; however, the person shall be entitled toreimbursement for the person’s expenses actually and properly incurred in theperformance of the person’s duties as an Administrative Committee member.

####  

#### (f)                                    Indemnification. The Participating Employers shall indemnify, save and hold harmless,jointly and severally, the members of the Administrative Committee from any andall loss, damage and liability which such members may incur or sustain, arisingout of their performance of their duties under the Plan, except to the extentthat such loss, damage and liability results from the willful misconduct, grossnegligence or lack of good faith of such members or member.

####  

## Section 5.3.                                   Administrative Duties and Powers. In addition to the duties and powers elsewhere in this Plan imposed andconferred upon the Administrator, the Administrator has the duty and power:

##  

#### (a)                                  To interpret and construe the provisionsof the Plan;

####  

#### (b)                                 To determine the eligibility of Employeesto participate in the Plan and to give Employees timely notice thereof;

####  

#### (c)                                  To maintain records with respect to eachParticipant, upon the basis of any information furnished by each Participatingor Related Employer, by the Participant or by the Funding Medium, sufficient todetermine the benefits due, or which may become due, to the Participant;

####  

#### (d)                                 To prepare and file with the appropriate agenciesof the United States Government such reports as are required by law from timeto time;

####  

#### (e)                                  To prepare and furnish to eachParticipant such reports and individual statements or other disclosures as arerequired by law from time to time;

####  

#### (f)                                    To maintain records containing thenecessary basic information from which the foregoing instruments and reportsmay be prepared in sufficient detail so that their accuracy may be verified;

####  

#### (g)                                 To make available in its office, forexamination during business hours by any Participant or Beneficiary, copies ofall of the instruments under which the Plan has been established and is being

 

36

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operated and copies ofall reports or other documents which are required by law to be made availableto them;

####  

#### (h)                                 To furnish to any Participant orBeneficiary, upon receipt of a written request thereof and in return forpayment of the reasonable cost thereof, a copy of any document required to bemade available to them;

####  

#### (i)                                     To determine the right of any person to abenefit under the Plan, the amount thereof, and the method and time or times ofpayment;

####  

#### (j)                                     To furnish to each Participant whoseemployment with a Participating Employer or a Related Employer is terminated inany manner, or who so requests, but no more frequently than once a Plan Year, areport sufficient to inform the Participant of the Participant’s accruedbenefits under the Plan and the percentage of those benefits that is Vested;

####  

#### (k)                                  To engage an independent qualified publicaccountant, as may be required by law, and such other advisors, counsel(including, at the discretion of the Administrator, counsel also consulted oremployed by a Participating Employer), agents, and employees as may bereasonably necessary to the administration of the Plan;

####  

#### (l)                                     To instruct the Funding Medium withrespect to the disbursements;

####  

#### (m)                               To serve as agent for the service oflegal process upon the Plan; and

####  

#### (n)                                 To perform such other duties as the ChiefExecutive Officer of the Company may specify from time to time with regard tothe administration of the Plan.

####  

No determinationof a fact shown by the official employment record of a Participating or RelatedEmployer shall be made contrary to such records unless such records are clearlyproved to be erroneous as to such fact. Any determination made by the Administrator within the scope of itsexpress powers shall be final, but no act or determination of the Administratorin contravention of the terms of this instrument shall be valid.

 

## Section 5.4.                                   Rule Against Discrimination. In the administration of the Plan, the Administrator shall neverdiscriminate in any way in favor of Highly Compensated Employees of aParticipating Employer.

##  

## Section 5.5.                                   Disclosure, Reporting, and Registration.

##  

#### (a)                                  The Administrator shall cause to befurnished to each Participant, each Beneficiary and each surviving spouse whois receiving or may be entitled to benefits under the Plan such documents asare required by law.

####  

#### (b)                                 The Administrator shall cause to beprepared and filed with the appropriate governmental agencies such reports anddisclosures as may be required by law.

####  

## Section 5.6.                                   Claims Procedure.  AParticipant or the Participant’s spouse or Beneficiary shall have the right tosubmit a claim for benefits in writing to the Claims Reviewer.  The written claim must specify the basis ofit and the amount of the benefit claimed. The Claims Reviewer shall act to deny or accept said claim within ninetydays of the receipt of the claim by notifying the Participant or theBeneficiary of the Claims Reviewer’s action, unless special circumstancesrequire the extension of such ninety-day period.  If such extension is necessary, the Claims Reviewer shall providethe Participant or the spouse or Beneficiary with written notification of suchextension before the expiration of the initial ninety-day period.  Such notice shall specify the reason orreasons for such extension and the date by

 

37

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which a final decisioncan be expected.  In no event shall suchextension exceed a period of ninety days from the end of the initial ninety-dayperiod.  In the event the ClaimsReviewer denies the claim of a Participant or the spouse or Beneficiary inwhole or in part, the Claims Reviewer’s written notification shall specify, ina manner calculated to be understood by the claimant, the reason for denial,the specific section or sections of the Plan upon which the denial is based,and an explanation of the claim review procedure specified in the Plan.  If any additional material or information isrequired to process the claim, the denial shall describe and indicate why it isnecessary.  Should the claim be deniedin whole or in part and should the claimant be dissatisfied with the ClaimsReviewer’s disposition of the claimant’s claim, the claimant may have a fulland fair review of the claim by the Administrator upon written request thereforsubmitted by the claimant or the claimant’s duly authorized representative andreceived by the Administrator within sixty days after the claimant receiveswritten notification that the claimant’s claim has been denied.  In connection with such review, the claimantor the claimant’s duly authorized representative shall be entitled to review pertinentdocuments and submit the claimant’s views as to the issues, in writing.  The Administrator shall act to deny oraccept the claim within sixty days after receipt of the claimant’s writtenrequest for review unless special circumstances require the extension of suchsixty-day period.  If such extension isnecessary, the Administrator shall provide the claimant with writtennotification of such extension before the expiration of such initial sixty-dayperiod.  In all events, theAdministrator shall act to deny or accept the claim within one hundred twentydays of the receipt of the claimant’s written request for review.  The action of Administrator shall be in theform of a written notice to the claimant and its contents shall include all ofthe requirements for action on the original claim.  In no event may a claimant commence legal action for benefits theclaimant believes are due the claimant until the claimant has exhausted all ofthe remedies and procedures afforded the claimant by this section.

##  

## Section 5.7.                                   Facility of Payment.  Whenever, inthe Administrator’s opinion, a person entitled to receive any payment of abenefit or installment thereof hereunder is under a legal disability or isincapacitated in any way so as to be unable to manage the person’s financialaffairs, the Administrator may direct the Trustee to make payments to suchperson or to the person’s legal representative or to a relative or friend ofsuch person for the person’s benefit, or the Administrator may direct theTrustee to apply the payment for the benefit of such person in such manner asthe Administrator considers advisable (including a payment to an individual inaccordance with an applicable law concerning minors, such as the UniformTransfer to Minors Act).  Any payment ofa benefit or installment thereof in accordance with the provisions of thisSection shall be a complete discharge of any liability for the making of suchpayment under the provisions of the Plan.

##  

**ARTICLE VI.Funding the Plan**

 

## Section 6.1.                                   Employer Contributions.  EachParticipating Employer shall contribute under the Plan such amounts as equal orexceed the minimum amounts required pursuant to ERISA.  The amounts attributable to contributions ofa Participating Employer shall be applied only for the benefit of Employees ofsuch Participating Employer.

##  

## Section 6.2.                                   Method of Funding.

##  

#### (a)                                  The Company shall have the power todetermine the method by which the Plan shall be funded and the funding policiesall of which shall be consistent with the objectives of the Plan.  It may change the method of funding fromtime to time.  The Plan may be funded bymeans of one or more trust funds into which all Employer contributions shall bepaid and out of which all benefits shall be paid, or by means of a contract orcontracts issued by one or more insurance companies to which all Employercontributions shall be paid and by which all benefits shall be paid, or by anyother method of funding that may come into common use and may be approved bythe Internal Revenue Service, or by any combination of the foregoing methods offunding.

 

38

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#### (b)                                 If the trust fund method of funding isselected, the Company shall select the trustee or trustees and determine theform or forms of the trust agreement or agreements which may include thereservation, in the Company, as a named fiduciary, of the authority to appointone or more investment advisors and to grant to such investment advisors suchpowers over assets of the trust fund as the Company may deem advisable and mayreserve to the Company the authority to direct the trustee or trusteesregarding investment of that trust fund. If the insurance company contract method of funding be selected, the Companyshall select one or more insurance companies from which the contract orcontracts shall be obtained.  It shallselect the particular form of contract or contracts to be obtained, and maychange them from time to time.

####  

#### (c)                                  As of the Effective Date of thisRestatement, the trust fund method of funding benefits is in operation.

####  

## Section 6.3.                                   Prohibition Against Diversion.

##  

#### (a)                                  Except as provided in Subsections (b),(c), (d), and (e), in no event shall any of the assets accumulated for thepurpose of funding the Plan (whether these assets be part of a trust fund orpart of the reserves or of a separate account of an insurance company) bediverted to any use or purpose other than for the exclusive benefit of theEmployees and former Employees of each Participating Employer and theBeneficiaries of such Employees or former Employees.

####  

#### (b)                                 Notwithstanding the provisions ofSubsection (a), if an actuarial valuation of the Plan and the media being usedto fund the Plan should disclose a “Surplus of Plan Assets” (defined below) atthe termination of the Plan, an amount equal to all or any part of such Surplusmay, upon the direction of the Administrator, be returned to the ParticipatingEmployer with regard to which the surplus exists.

####  

For the purpose ofthis section, a “Surplus of Plan Assets” means the amount (if any) by which thevalue of the assets held by the Funding Medium exceeds the value, or thepurchase price, of all of the benefits then accrued under this Plan forParticipants (or their Beneficiaries), determined upon the basis of some then-currently-availablerates consistently applied by the Actuary, or as otherwise required by thePension Benefit Guaranty Corporation pursuant to ERISA.

 

#### (c)                                  If a contribution is made under the Planand its delivery is conditioned upon the initial qualification of the Planunder Section 401(a) of the Internal Revenue Code, as amended from time totime, and the tax-exempt status of the funding method, and if the Plan does notinitially qualify and/or if the funding method is not initially tax-exempt,upon written request of the Participating Employer which made the request orthe Administrator, the Funding Medium shall return to such ParticipatingEmployer the amount of such contribution within one year after the date of afinal denial of such initial qualification and/or tax-exempt status (includinga final resolution of any such denial through all appeals procedures).

####  

#### (d)                                 If all or a portion of a ParticipatingEmployer’s contribution is made under a mistake of fact, the Funding Mediumshall, upon written request of such Employer, return the portion which was somade to such Employer within one year of the date the contribution wasdelivered to the Funding Medium.

####  

#### (e)                                  If a contribution is received by theFunding Medium and its delivery is conditioned upon its deductibility by theParticipating Employer under Section 404 of the Code, then to the extent thededuction is disallowed, the funding medium shall, upon written request of theParticipating Employer or the Administrator, return the disallowed portion of thecontribution to the Participating Employer within one year after the date ofthe final denial of said deduction (including a final resolution of any suchdenial through all appeals procedures). A Participating Employer’s contributions made under this Plan shall beconditioned upon deductibility under the provisions of the Code for each fiscalyear of the Participating Employer.

 

39

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**ARTICLE VII.Amendment**

 

## Section 7.1.                                   Amendment by Company.

##  

#### (a)                                  The Company reserves the power to amend,alter, or wholly revise this instrument, prospectively or retrospectively, atany time by the action of its Managing Body or its Chief Executive Officer, andthe interest of each Participant is subject to the powers so reserved.  The Chief Executive Officer shall not havethe power to make any amendment during a Plan Year that along with prioramendments made during that Plan Year increases the liability for Plan benefitsof any Participating Employer under the Plan by more than a materialamount.  A material amount for thispurpose means an amount that exceeds one percent (1%) of the Company’s payroll.

####  

#### (b)                                 No such amendment of this instrument maybe made, however, that would increase substantially the duties or liabilities ofthe Funding Medium without its written consent or that would reduce theinterest in the Plan assets Vested in any Participant or the Participant’sBeneficiary at the time of the amendment, or that would divert any part of thePlan assets to any use or purpose other than for the exclusive benefit of theParticipants and Beneficiaries; provided, however, that any such amendment maybe made which may be or become necessary in order that the Plan will conform tothe requirements of ERISA and qualify under the provisions of Sections 401(a)and 501(a) of the Internal Revenue Code (as it may be amended from time totime), or in order that all provisions of the Plan will conform to all validrequirements of applicable federal and state laws.

####  

#### (c)                                  Notwithstanding the prior provisions ofthis section, a Participating Employer must consent to an amendment in orderfor the amendment to be effective with respect to that ParticipatingEmployer.  That consent must be providedby one of the methods applicable to the Company for making amendments anddescribed in Section 7.2 as if that section applied to the ParticipatingEmployer instead of the Company.  TheCompany shall notify each Participating Employer of each amendment made by itbefore or within a reasonable time after execution of such amendment.

####  

## Section 7.2.                                   Method.  An amendmentmay be stated in a resolution of the Company’s Managing Body or committee ofthat Managing Body to which that Managing Body has delegated the power to makethe amendment.  Alternatively, anamendment may be stated in an instrument in writing signed in the name of theCompany by an officer of the Company in the event that such Managing Body orsuch committee has authorized or directed that the amendment be stated in suchan instrument by the officer of the Company signing the instrument.  Also, an amendment may be stated in aninstrument in writing signed in the name of the Company by the Company’s ChiefExecutive Officer if the Chief Executive Officer has authority to execute theamendment pursuant to Section 7.1.

##  

## Section 7.3.                                   Amendment of Vesting Schedule.

##  

#### (a)                                  If the Company modifies the vestingschedule or the method of computing Vesting Service by amending the Plan, aParticipant having not less than three (3) years of Vesting Service (five (5)years of Vesting Service for Participant’s who do not have at least one Hour ofService for a Participating Employer or Related Employer in any Plan Yearbeginning after December 31, 1988) by the end of the period described inSubsection (c) shall be given the opportunity to make the election described inSubsection (b) within said period.

####  

#### (b)                                 A Participant described in Subsection (a)may elect to have the Participant’s Vested percentage of the Participant’sAccrued Benefit attributable to Employer contributions computed under this Planas it existed prior to the amendment of the Plan, whichever is applicable.  An election made under this Subsection (b)shall be irrevocable when it is made.

 

40

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#### (c)                                  In order for the election described inSubsection (b) to be effective, it must be executed in writing upon forms to beprovided by the Administrator and must be delivered to the Administrator on orafter the amendment date and before the latest of:

####  

##### (1)                                  The date which is sixty (60) days afterthe amendment date,

#####  

##### (2)                                  The date which is sixty (60) days afterthe amendment becomes effective; or

#####  

##### (3)                                  The date which is sixty (60) days afterthe day the Participant is issued written notice by the Administrator of amendmentof the Plan.

#####  

#### (d)                                 The preceding provisions of this sectionshall not be applicable if after the modification described in Section 7.2(a)each Participant will always be at least as Vested at any point in time on orafter the modification as the Participant would have been without themodification.

####  

**ARTICLE VIII.Termination of Plan and Acquisitions**

 

## Section 8.1.                                   Termination of Plan.  The Companyreserves to its Managing Body the power to terminate the Plan with respect toitself, any or all other Participating Employers or any designated group ofEmployees, former Employees or Beneficiaries. In the event that a Participating Employer should be dissolved andliquidated; or should be adjudged a voluntary or involuntary bankrupt; orshould participate in a consolidation, merger, or other corporatereorganization (except a merger under which the Company or a ParticipatingEmployer is the surviving corporation) as a result of which the new, surviving,or reorganized corporation does not assume and continue the obligations of thePlan; or should have its corporate existence terminated in any other way, thenthe Plan shall terminate as to such Participating Employer as of the date suchevent occurs.  However, if a ParticipatingEmployer and another corporation should unite by consolidation, merger or othercorporate reorganization, then the new, surviving or reorganized corporationshall have the power to continue the Plan as its own as provided in Section8.5.

##  

## Section 8.2.                                   Effect of Termination.  Notwithstandingany other provision of the Plan, upon the termination or partial termination ofthe Plan, the rights of all Participants (with respect to whom such terminationor partial termination has taken place) to benefits accrued to the date of suchtermination, to the extent then funded, shall be nonforfeitable.  The preceding sentence is designed tocontain provisions required by Section 401(a)(8) and Section 411(d)(3) of theCode as amended by ERISA and is intended to have the meaning required by saidSections and shall be construed in accordance with valid Regulations andInternal Revenue Service rulings and determinations issued under said Sections.

##  

## Section 8.3.                                   Mechanics of Termination. In the event the Company takes any affirmative action to terminate thePlan, it shall notify the Funding Medium of the termination before theeffective date upon which the Plan is to be terminated.  All notices to and filings with theParticipants, Internal Revenue Service or Pension Benefit Guaranty Corporation(hereinafter the “PBGC”) which are required by ERISA or other applicable lawsshall be given or made by the Administrator.

##  

## Section 8.4.                                   Distribution or Transfer of Assets Upon Termination orPartial Termination.

##  

#### (a)                                  (1) If the Plan is deemed to have beenpartially or completely terminated with respect to all or a group ofParticipants, whether pursuant to Section 8.1 or by action of a ParticipatingEmployer, pursuant to law, then, in the absence of a subsequent amendment tothis section, the Termination Fund (which phrase as used in this section meansthat portion of the Plan assets available under the method of funding in effecton the Plan Termination Date which is determined by the Actuary to be allocableto such terminated group of Participants and their Beneficiaries, as suchportion of such assets may from time to time be increased by income and gainsfrom the investment thereof and decreased by amounts paid or transferredpursuant to this section with respect to such Participants and by all properexpenses allocable

 

41

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to said payments ortransfers and such Plan assets) shall be allocated, to the extent theTermination Fund is sufficient, amongst such Participants and theirBeneficiaries in the order of precedence specified in ERISA Section 4044, asamended from time to time.  Any portionof the Termination Fund which remains after such allocation shall be treated asprovided in Section 6.3(b).

####  

##### (2)                                  If a plan is merged into this Plan andthat merger complies with U.S. Treasury Regulations §1.414(l)–1(h) or ifthere is a transfer of assets from a plan to this Plan which complies withthose regulations and with U.S. Treasury Regulations §1.414(l)-1(n)(2), then,in the event of a spinoff from this Plan or a termination of this Plan withinfive (5) years following such merger or transfer, Plan assets shall beallocated first for the benefit of the participants in each such plan to theextent of the Actuarial Value of their Accrued Benefits as of the date of suchmerger or transfer.

#####  

#### (b)                                 No part of the Termination Fund shall beallocated amongst Participants and their Beneficiaries with respect to any ofthe preference classes referred to in Section 8.4(a) unless, in the opinion ofthe Actuary, the assets in the Termination Fund are sufficient to cover theexpenses referred to in Section 8.4(a) and to provide the benefits specified inERISA Section 4044, as amended from time to time, for every higher preferenceclass.

####  

#### (c)                                  Notwithstanding the preceding provisionsof this section, in the event that the fair market value of the TerminationFund on the Plan Termination Date is less than the Actuarial Value of AccruedBenefits of such terminated group of Participants and their Beneficiaries, theallocation to be made under Sections 8.4(a) and (b) shall be altered asfollows:

####  

##### (1)                                  If the limitations of Section 9.2 applyto such terminated group of Participants, the portion of the Termination Fundwhich is subject to the restrictions specified in Section 9.2 shall beallocated, to the extent possible, in a manner which results in Participantswho are not Highly Compensated Employees receiving from the Plan at least thesame proportion of the Actuarial Value of their Accrued Benefits asParticipants who are Highly Compensated Employees.

#####  

##### (2)                                  Whether or not the restrictions ofSection 9.2 apply to such terminated group of Participants, the portion of theTermination Fund which is to be allocated in accordance with Sections4044(a)(4)(B), 4044(a)(5) and 4044(a)(6) of ERISA shall be allocated, to theextent possible, in order that Participants who are not Highly CompensatedEmployees shall receive from the Plan at least the same proportion of theActuarial Value of their Accrued Benefits as Participants who are HighlyCompensated Employees.

#####  

#### (d)                                 In the event of a complete termination ofthe Plan, distribution to a Participant who has an interest in the TerminationFund payment shall be made out of the Termination Fund in accordance withArticle IV except that forms of benefit may be made available by the purchaseof annuities from an insurance company or insurance companies selected by theAdministrator.  Distribution shall notbe made until an administratively feasible date after the Administrator hasreceived any approval which it may seek from the PBGC or Internal RevenueService.

####  

#### (e)                                  In the event of a partial termination,distribution shall be made in accordance with the provisions of this Plan otherthan the provisions of Section 8.4(d). Also, in the case of a partial termination, affected Participants shallbe entitled to the benefit determined after the allocation described in thissection which is made on account of the Partial termination.  In the case of a subsequent termination ofthe Plan, those Participants shall be entitled to at least that benefit.

####  

## Section 8.5.                                   Acquisitions.  If all, orsubstantially all, of the Employees of a Participating Employer or all, orsubstantially all, of the Employees constituting a separate or separable unitof operation of a Participating Employer, are transferred directly to theemployment of another corporation,

 

42

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partnership or individualproprietorship (in this section called “Buyer”), which, as a part of the sametransaction, acquires either all, or substantially all, of the operating assetsof a Participating Employer or all, or substantially all, of the operatingassets that constitute, together with the Employees, a separate or separableunit of operation, such Buyer with the Administrator’s consent may adopt andmay amend the Plan with respect to the transferred Employees and continue thePlan as its own.  Alternatively, suchBuyer may adopt a separate plan of its own for such transferred Employees orprovide that such Employees shall be covered by an existing plan of theBuyer’s, in which case the Administrator may direct that the portion of theassets of the Plan allocable to such transferred Employees be segregated andtransferred to a medium designated by such Buyer for the funding of its plan.

 

43

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**ARTICLE IX.Miscellaneous**

 

## Section 9.1.                                   Procedures and Other Matters Regarding DomesticRelations Orders.

##  

#### (a)                                  To the extent provided in any QualifiedDomestic Relations Order, the former spouse of a Participant shall be treatedas a surviving spouse of such Participant for purposes of any benefit payablein the Qualified Joint and Survivor Annuity Form or as a qualifiedpreretirement survivor annuity and any current spouse of the Participant shallnot be treated as a spouse of the Participant for that purpose.

####  

#### (b)                                 The Plan shall not be treated as failingto meet the requirements of the Internal Revenue Code which prohibit payment ofbenefits before the Participant’s Termination of Employment with allParticipating Employers solely by reason of payments to an Alternate Payeepursuant to a Qualified Domestic Relations Order.

####  

#### (c)                                  In the case of any Domestic RelationsOrder received by the Plan:

####  

##### (1)                                  the Administrator shall promptly notifythe Participant and any other Alternate Payee of the receipt of such order andthe Plan’s procedures for determining the qualified status of DomesticRelations Orders, and

#####  

##### (2)                                  within a reasonable period after receiptof such order, the Administrator shall determine whether such order is aQualified Domestic Relations Order and notify the Participant and eachAlternate Payee of such determination.

#####  

The Administratorshall establish reasonable procedures to determine the qualified status ofDomestic Relations Orders and to administer distributions under such qualifiedorders.

 

#### (d)                                 During any period in which the issue ofwhether a Domestic Relations Order is a Qualified Domestic Relations Order isbeing determined by the Administrator, by a court of competent jurisdiction, orotherwise, the Administrator shall separately account for the amounts (referredto hereinafter as the “segregated amounts”) which would have been payable tothe Alternate Payee during such period if the order had been determined to be aQualified Domestic Relations Order.  Ifwithin the eighteen (18) month period beginning with the date on which thefirst payment would be required to be made under the Domestic Relations Order,the order or modification thereof is determined to be a Qualified DomesticRelations Order, the Administrator shall pay the segregated amounts (includingany interest thereon) to the person or persons entitled thereto.  If within that eighteen (18) month periodeither (1) it is determined that the order is not a Qualified DomesticRelations Order, or (2) the issue as to whether such order is a QualifiedDomestic Relations Order is not resolved, then the Administrator shall pay thesegregated amounts (including any interest thereon) to the person or personswho would have been entitled to such amounts if there had been no order.  Any determination that an order is aQualified Domestic Relations Order which is made after the close of thateighteen-month period shall be applied prospectively only.

####  

## Section 9.2.                                   Transfer to or From Qualified Plan.

##  

#### (a)                                  Assets held by the Funding Medium or byany other plan or trust which is qualified under Section 401(a) of the Code onbehalf of an Employee or a Participant may be transferred between the FundingMedium and such other plan or trust (provided that proper notice is given tothe Internal Revenue Service as may be required).  The Administrator shall determine whether to allow such transferand then shall inform the Funding Medium of its decision and direct itaccordingly.

####  

#### (b)                                 All such assets transferred to theFunding Medium shall be segregated or not segregated as the Administrator maydetermine.  Any optional form ofdistribution, early retirement benefit, or

 

44

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retirement-type subsidywhich was applicable to such assets under the transferring plan shall continueto apply with respect to the portion of a Participant’s Accrued Benefitattributable to such assets.  TheAdministrator shall permit a Participant to elect such an optional form, earlyretirement benefit, or subsidy, but such election will only apply to suchportion of the Participant’s Accrued Benefit. For purposes of this subsection, a retirement-type subsidy shall applyonly with respect to a Participant who satisfies the conditions for the subsidycontained in the transferring plan.

####  

#### (c)                                  If the Administrator permits a transferof assets to the Plan as described in Subsection (a), such Participant’saccrued benefit under the plan from which such assets were transferred shall beadded to the Participant’s Accrued Benefit under this Plan.

####  

#### (d)                                 If any assets are transferred from theFunding Medium on behalf of a Participant pursuant to a direction described inSection 12.2(a), the Accrued Benefit of that Participant shall be reduced (butnot below zero) in proportion to the ratio of the value of those assets to theActuarial Value of the Participant’s Accrued Benefit before the transfer.

####  

## Section 9.3.                                   Leased Employees.  Any LeasedEmployee shall be treated as an Employee of the recipient Employer for thepurposes set forth in Section 414(n)(3) of the Code, however, contributions orbenefits provided by the “leasing organization” which are attributable toservices performed for the recipient Employer shall be treated as provided bythe recipient Employer.  The precedingsentence shall not apply to any Leased Employee for a Plan Year if LeasedEmployees constitute less than 20% of a recipient Employer’s “non-highlycompensated workforce” (as defined in Section 414(n)(5)(C)(ii) of the Code)during that Plan Year and such employee is covered by a money purchase pensionplan providing: (a) a nonintegrated Employer contribution rate of at least tenpercent of compensation (as defined in Section 415(c)(3) of the Code, butincluding amounts contributed pursuant to a salary reduction agreement whichare excludable from such employee’s gross income under Section 125, Section402(a)(8), Section 402(h), or Section 403(b) of the Code), (b) immediateparticipation (except in the case of an individual whose compensation (asdefined in this section) from the leasing organization in each of fourconsecutive Plan Years ending with the Plan Year of the determination is lessthan $1,000), and (c) full and immediate vesting.

##  

## Section 9.4.                                   Transitional Rule.

##  

#### (a)                                  Any living Participant not receivingbenefits on August 23, 1984, who would otherwise not receive the benefitsdescribed by Sections 4.8 and 4.9 shall be covered by said sections if suchParticipant is credited with at least one Hour of Service for a ParticipatingEmployer or Related Employer under the Plan or a prior plan described in thedefinition of Accrued Benefits in a Plan Year beginning on or after January 1,1976, and such Participant had at least ten (10) years of Vesting Service whenthe Participant incurred a Termination of Service.

####  

#### (b)                                 Any living Participant not receivingbenefits on August 23, 1984, who was credited with at least one Hour of Servicefor a Participating Employer or Related Employer under the Plan or a Prior Planon or after September 2, 1974, and who was not otherwise credited with anyservice in a Plan Year beginning on or after January 1, 1976, must be given theopportunity to have the Participant’s benefits paid in accordance withSubsection (d) of this section.

####  

#### (c)                                  The opportunity to make elections underthe prior provisions of this section must be afforded to the referred toParticipants during the period commencing on August 23, 1984 and ending on thedate benefits would otherwise commence to said Participants under the Plan.

####  

#### (d)                                 Any Participant who has made the electiondescribed in Subsection (b) of this section and any Participant who meets therequirements of Subsection (a) except that such Participant does not have atleast ten (10) years of Vesting Service when the Participant incurs aTermination of Service, shall have

 

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the Participant’sbenefits distributed in accordance with the following requirements if benefitswould have been payable in the form of a life annuity:

####  

##### (1)                                  If benefits in the form of a life annuitybecome payable to a married Participant who:

#####  

###### (A)                              begins to receive payments under the Planon or after the Participant’s Normal Retirement Age; or

######  

###### (B)                                dies on or after the Participant’s NormalRetirement Age while still working for a Participating or Related Employer; or

######  

###### (C)                                begins to receive payments under the Planon or after the Participant’s qualified early retirement age; or

######  

###### (D)                               incurs a Termination of Service on orafter attaining the Participant’s Normal Retirement Age (or the qualified earlyretirement age) and after satisfying the eligibility requirements for thepayment of benefits under the Plan and thereafter dies before beginning toreceive such benefits;

######  

then such benefits will be received under this Plan inthe Qualified Joint and Survivor Annuity Form unless the Participant haselected otherwise during the election period. The election period must begin at least six months before the Participantattains the Participant’s qualified early retirement age and must end noearlier than 90 days before the commencement of the Participant’sbenefits.  Any election hereunder willbe in writing and may be changed by the Participant at any time during theelection period.

 

##### (2)                                  For purposes of this Subsection (d),qualified early retirement age is the latest of:

#####  

###### (A)                              the earliest date, under the Plan, onwhich the Participant may elect to receive retirement benefits,

######  

###### (B)                                the first day of the one hundredtwentieth month beginning before the date the Participant reaches theParticipant’s normal retirement age, or

######  

###### (C)                                the date that the Participant becomes aCovered Employee.

######  

#### (e)                                  Notwithstanding any other provision ofthe Plan, the spousal consent provisions of Section 4.9 of the Plan concerningan election out of the Qualified Joint and Survivor Annuity Form, shall beapplicable after December 31, 1984 to a Participant who has at least one (1)Hour of Service for a Participating Employer or Related Employer under the Planon or after August 23, 1984.

####  

## Section 9.5.                                   Special Rules for Determining Accrued Benefit.

##  

#### (a)                                  For Plan Years beginning before the dateSection 411 of the Internal Revenue Code became applicable to the Plan, aParticipant’s Accrued Benefit shall be the greater of that provided by thePlan, or one-half of the benefit which would have accrued had the provisions ofthe Plan as in effect on that date been in effect during those Plan Years.  In the event the Accrued Benefit as of thedate Section 411 of the Internal Revenue Code became effective as to the Planis less than that provided under the Plan as in effect on that date, suchdifference shall be accrued in accordance with the Plan as in effect on thatdate.

####  

#### (b)                                 A Participant’s Accrued Benefit may notbe reduced on account of any increase in the Participant’s age or years ofBenefit or Vesting Service.  However,the preceding sentence shall not apply

 

46

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to social securitysupplements provided before the age when a Participant is entitled to old ageinsurance benefits, unreduced on account of age, under Title II of the SocialSecurity Act, as amended (provided that the supplement does not exceed such oldage insurance benefit).

####  

## Section 9.6.                                   Delegation of Authority.

##  

#### (a)                                  Except when the Managing Body of aParticipating Employer is specifically identified as having the authority orresponsibility to do or perform any act or matter or thing, whenever theParticipating Employer, under the terms of the Plan, is permitted or required todo or perform any act or matter or thing, it shall be done and performed by theChief Executive Officer of the Participating Employer or such officer’sdelegate.

####  

#### (b)                                 Notwithstanding Subsection (a), exceptwhen the Managing Body of the Company or Administrative Committee isspecifically identified as having the authority or responsibility to do orperform any act or matter or thing for the Company, whenever the Company (asopposed to a Participating Employer), under the terms of the Plan, is permittedor required to do or perform any act or matter or thing, it shall be done andperformed in the Company’s name by the Chief Executive Officer of the Companyor his delegate, which may be the Administrative Committee.

####  

#### (c)                                  Chief Executive Officers of the Companyand other Participating Employers have been given certain powers under thisPlan.  In the discretion of such anofficer, such officer may delegate a portion or all of any of such powers toanother person, except that the Chief Executive Officer of the Company may notdelegate any amendment powers to another person.  Any person needing evidence of that delegation of authority mayrequest and shall be furnished with a copy of a certificate executed by theChief Executive Officer of the Company or other Participating Employerdesignating the person who has been delegated such authority.

####  

## Section 9.7.                                   Restatement Effective Upon Receipt of DeterminationLetter.

##  

#### (a)                                  This restatement shall not becomeeffective as to a Participating Employer unless the Internal Revenue Serviceissues determinations or rulings (1) which are acceptable to the Company or (2)which are to the effect that the Plan meets the requirements of Section 401(a)of the Internal Revenue Code and that the Trust is exempt under Section 501(a)of the Internal Revenue Code; and, if such determinations or rulings areissued, this restatement shall become effective as of the Effective Date ofthis Restatement.  Pending receipt ofsuch determinations or rulings by the Internal Revenue Service, the ParticipatingEmployers and the Funding Medium are hereby authorized to proceed as if thisrestatement had become effective on the Effective Date of this Restatement andnone of them shall be subject to any liability in doing so if this restatementdoes not become effective, and no Employee or former Employee or his or herBeneficiary shall acquire any additional rights because of such action if thisrestatement does not become effective.

####  

#### (b)                                 If the Plan does not receive rulingswhich are acceptable to the Company, or which are to the effect that the Planis qualified under said sections of said Code, the Company may, within one yearof receiving a final denial of such qualification (including a final resolutionof such denial through all appeals procedures), rescind this restatement orterminate the Plan or both.  Within saidperiod, the Company may, subject to the restrictions contained in Section6.3(c), direct the Funding Medium to return all contributions received duringthe period the Plan is not qualified to the persons from whom received,together with such adjustments so as to reflect, pro rata, the increases anddecreases allocable to all such contributions.

####  

## Section 9.8.                                   Military Service.  Effective asof December 12, 1994, notwithstanding any provision of the Plan to thecontrary, contributions, benefits and service credit with respect to qualifiedmilitary service shall be provided under the Plan in accordance with Section414(u) of the Code.

 

47

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IN WITNESS WHEREOF,American Crystal Sugar Company has caused its name to be hereunto subscribed byits President this 27th day of February, 2002, and United Sugars Company hascaused its name to be hereunto subscribed by its Board of Directors this 22ndday of March, 2002.
|   | AMERICAN CRYSTAL SUGAR COMPANY |
|--------|--------------------------------|
|   |                           |
|   | By                             |  /s/ James J.  Horvath |
|   |                           |   |
|   | Its                            |  President |
|   |                           |   |
|   | UNITED SUGARS CORPORATION      |
|   |                           |
|   | By                             | /s/ Board of Directors’ Resolution |
|   |                           |   |
|   | Its                            |   |

 

 
|      |   |
|-----------|--------|
|      |   |
| STATE OF  | )      |   |
|      | ) SS.  |   |
| COUNTY OF | )      |   |

 

On this       day of               ,2002, before me personally appeared                                 ,to me personally known, who, being by me first duly sworn, did depose and saythat he/she is the                              ofAmerican Crystal Sugar Company, the corporation named in the foregoinginstrument; that the seal (if any) affixed to said instrument is the corporateseal of said corporation, and that said instrument was signed and sealed (ifsealed) on behalf of said corporation by authority of its Board of Directors;and he/she acknowledged said instrument to be the free act and deed of saidcorporation.

 
|      |   |   |
|-----------|--------|--------|
|      |   |   |   |   |
|      |   |
| STATE OF  | )      |   |
|      | ) SS.  |   |
| COUNTY OF | )      |   |
|           |        |        |  |  |  |

 

On this       day of               ,2002, before me personally appeared                                 ,to me personally known, who, being by me first duly sworn, did depose and saythat he/she is the                              ofUnited Sugars Corporation, the corporation named in the foregoing instrument;that the seal (if any) affixed to said instrument is the corporate seal of saidcorporation, and that said instrument was signed and sealed (if sealed) onbehalf of said corporation by authority of its Board of Directors; and he/sheacknowledged said instrument to be the free act and deed of said corporation.

 
|   |   |   |
|--------|--------|--------|

 

48

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**APPENDIX A**

 

For purposes ofdetermining Actuarial Equivalence under Section 4.9, the benefit to which theParticipant may become entitled shall be multiplied by the applicable factor(not exceeding 1).

 
| I.     |   | 100% Joint and  Survivor Annuity    |   | F = .830 + .006C  - .007D |
|--------|--------|-------------------------------------|--------|---------------------------|
|   |   |                                |   |                      |
| II.    |   | 66-23% Joint and  Survivor Annuity  |   | F = .879 + .004C  - .006D |
|   |   |                                |   |                      |
| III.   |   | 50% Joint and  Survivor Annuity     |   | F = .905 + .004C  - .005D |
|   |   |                                |   |                      |
| IV.    |   | 10 Year Certain  & Life Annuity |   |                      |

 
| ***Age*** |   | ***Factor*** |   |
|-----------|--------|--------------|--------|
|      |   |         |   |
| 55        |   | .985         |   |
| 56        |   | .982         |   |
| 57        |   | .979         |   |
| 58        |   | .976         |   |
| 59        |   | .973         |   |
| 60        |   | .970         |   |
| 61        |   | .967         |   |
| 62        |   | .964         |   |
| 63        |   | .961         |   |
| 64        |   | .958         |   |
| 65        |   | .955         |   |
| 66        |   | .945         |   |
| 67        |   | .935         |   |
| 68        |   | .925         |   |
| 69        |   | .915         |   |
| 70        |   | .905         |   |
| 71        |   | .895         |   |
| 72        |   | .885         |   |
| 73        |   | .875         |   |
| 74        |   | .865         |   |
| 75        |   | .855         |   |

 

***Explanation ofsymbols:***

 

F = Factor

C = 65 minus commencement age

D = Participant’s age minus Beneficiary’s age

 

0 - Use age nearest commencement

0 - Do not interpolate

 

49

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