exv10w1






Exhibit 10.1




ROBBINS & MYERS, INC.




CASH BALANCE PENSION PLAN

AMENDED AND RESTATED



October 1, 2010 Restatement



 









 





CERTIFICATE




     I, Jeffrey L. Halsey, of Robbins & Myers,
Inc. and a member of its Corporate Benefits
Committee, hereby certify that the attached document is a full, true and complete copy of the
Robbins & Myers, Inc. Cash Balance Pension Plan, as amended and restated, as adopted by the
Corporate Benefits Committee of Robbins & Myers, Inc., effective as of October 1, 2010.



     Dated this 22nd day of September, 2010.



/s/
Jeffrey L. Halsey 


Jeffrey L. Halsey

Vice President, Human Resources




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	SECTION 1-DEFINITIONS	 	 	2	 
	 	 	 	 	 
	 	 	 	 
	SECTION 2-ELIGIBILITY AND PARTICIPATION	 	 	7	 
	 	2.1	 	 	Eligibility
	 	 	7	 
	 	2.2	 	 	Reemployment
	 	 	8	 
	 	2.3	 	 	Transferred Employees
	 	 	9	 
	 	2.4	 	 	Additional Exclusion
	 	 	9	 
	 	 	 	 	 
	 	 	 	 
	SECTION 3-ACCOUNTS AND CREDITS TO ACCOUNTS	 	 	9	 
	 	3.1	 	 	Accounts
	 	 	9	 
	 	3.2	 	 	Pay-Based Credits To Accounts
	 	 	9	 
	 	3.3	 	 	Interest Credits to Accounts
	 	 	10	 
	 	3.4	 	 	PPA Hybrid Interest Provisions
	 	 	10	 
	 	3.5	 	 	Limitation on Credits
	 	 	11	 
	 	3.6	 	 	Prior Plan Account
	 	 	11	 
	 	 	 	 	 
	 	 	 	 
	SECTION 4-RETIREMENT BENEFITS	 	 	11	 
	 	4.1	 	 	Normal Retirement Benefit
	 	 	11	 
	 	4.2	 	 	Late Retirement Benefit
	 	 	11	 
	 	4.3	 	 	Disability Retirement Benefit
	 	 	11	 
	 	4.4	 	 	Early Retirement Benefit
	 	 	12	 
	 	4.5	 	 	Nonduplication of Benefits
	 	 	12	 
	 	 	 	 	 
	 	 	 	 
	SECTION 5-BENEFITS UPON TERMINATION OF EMPLOYMENT	 	 	13	 
	 	5.1	 	 	Benefit on Termination of Employment Prior to Retirement
	 	 	13	 
	 	5.2	 	 	Commencement of Benefits to Vested Terminated Participants
	 	 	14	 
	 	 	 	 	 
	 	 	 	 
	SECTION 6-DEATH BENEFITS	 	 	15	 
	 	6.1	 	 	Benefit Payable in the Event of Death Before Retirement Benefit Commencement
Date
	 	 	15	 
	 	6.2	 	 	Beneficiary
	 	 	16	 
	 	 	 	 	 
	 	 	 	 
	SECTION 7-PAYMENT OF BENEFITS	 	 	16	 
	 	7.1	 	 	Time of Payment
	 	 	16	 
	 	7.2	 	 	Normal Form of Benefit
	 	 	17	 
	 	7.3	 	 	Claim for Benefit
	 	 	17	 
	 	7.4	 	 	Qualified Joint and Survivor Annuity Form
	 	 	17	 
	 	7.5	 	 	Optional Forms of Benefit
	 	 	21	 
	 	7.6	 	 	Cash-out of Accrued Benefit
	 	 	22	 
	 	7.7	 	 	Eligible Rollover Distributions
	 	 	22	 
	 	7.8	 	 	Minimum Required Distributions
	 	 	23	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	 	 	 
	 	 	 	 
	SECTION 8-CONTRIBUTIONS	 	 	28	 
	 	8.1	 	 	Contributions by Participants
	 	 	28	 
	 	8.2	 	 	Contributions by Employers
	 	 	28	 
	 	 	 	 	 
	 	 	 	 
	SECTION 9-AMENDMENT AND TERMINATION	 	 	29	 
	 	9.1	 	 	General Amendment
	 	 	29	 
	 	9.2	 	 	Amendment of Vesting Schedule
	 	 	29	 
	 	9.3	 	 	Termination of the Plan and Fund
	 	 	30	 
	 	9.4	 	 	Merger, Consolidation or Transfer
	 	 	30	 
	 	 	 	 	 
	 	 	 	 
	SECTION 10-LIMITATIONS OF BENEFITS	 	 	30	 
	 	10.1	 	 	Definitions
	 	 	30	 
	 	10.2	 	 	Maximum Limitation on Annual Benefits
	 	 	39	 
	 	10.3	 	 	Grandfather Prior Benefits
	 	 	39	 
	 	10.4	 	 	Manner of Reduction
	 	 	39	 
	 	 	 	 	 
	 	 	 	 
	SECTION 11-ADMINISTRATION	 	 	40	 
	 	11.1	 	 	Designation of Fiduciaries
	 	 	40	 
	 	11.2	 	 	Board
	 	 	40	 
	 	11.3	 	 	Corporate Benefits Committee
	 	 	40	 
	 	11.4	 	 	Action of Committee
	 	 	42	 
	 	11.5	 	 	Funding Agent
	 	 	42	 
	 	11.6	 	 	Employer Records
	 	 	43	 
	 	11.7	 	 	Indemnification
	 	 	43	 
	 	11.8	 	 	Discrimination Prohibited
	 	 	43	 
	 	11.9	 	 	Time of Delivery
	 	 	43	 
	 	11.10	 	 	Appeals from Denial of Claims
	 	 	44	 
	 	 	 	 	 
	 	 	 	 
	SECTION 12-ADOPTION OF PLAN BY EMPLOYERS	 	 	44	 
	 	12.1	 	 	Procedure
	 	 	44	 
	 	12.2	 	 	Effect
	 	 	45	 
	 	12.3	 	 	Withdrawal of an Employer
	 	 	45	 
	 	 	 	 	 
	 	 	 	 
	SECTION 13-SUCCESSOR COMPANY	 	 	45	 
	 	13.1	 	 	Successor Company
	 	 	45	 
	 	 	 	 	 
	 	 	 	 
	SECTION 14-GENERAL PROVISIONS	 	 	45	 
	 	14.1	 	 	Construction
	 	 	45	 
	 	14.2	 	 	Employment
	 	 	45	 
	 	14.3	 	 	Benefits Supported Only by Fund
	 	 	45	 
	 	14.4	 	 	Spendthrift Clause
	 	 	45	 
	 	14.5	 	 	Benefits Payable to Incompetents
	 	 	46	 
	 	14.6	 	 	Expenses
	 	 	46	 
	 	14.7	 	 	Non-Discrimination
	 	 	46	 
	 	14.8	 	 	Purchase of Annuity Contracts
	 	 	46	 
	 	14.9	 	 	Failure of Plan to Qualify
	 	 	46	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	 	 	 
	 	 	 	 
	 	14.10	 	 	Special Rules Relating to Veterans’ Reemployment Rights under USERRA
	 	 	47	 
	 	14.11	 	 	Death During Qualified Military Service
	 	 	47	 
	 	 	 	 	 
	 	 	 	 
	SECTION 15-IN THE EVENT THE PLAN BECOMES TOP-HEAVY	 	 	47	 
	 	15.1	 	 	Special Definitions
	 	 	47	 
	 	15.2	 	 	Special Top-Heavy Rules
	 	 	48	 






 









 






FOREWORD




     Robbins & Myers, Inc., an Ohio corporation (the “Company”) previously adopted the Robbins &
Myers, Inc. Cash Balance Pension Plan for Salaried Employees of Chemineer, Edlon and Pfaudler (the
“Chemineer Plan”) effective July 1, 1994. The Company also adopted the Robbins & Myers, Inc.
Pension Plan (the “Pension Plan”) effective February 1, 1957. Effective as of October 1, 1979, the
Pension Plan was restated so as to become a Participating Group Plan, with each Supplement to the
Pension Plan constituting a “SIMPLE plan” within the meaning of Internal Revenue Service
regulations 1.414(l)-l (b)(1). The Pension Plan was subsequently amended and restated effective
October 1, 1989, to provide, among other things, for the merger of the Supplement covering the
Fairfield Participating Group into the Supplement covering the Robbins & Myers, Participating
Group.



     Effective October 1, 1999, the Chemineer Plan was amended and restated, and renamed as the
Robbins & Myers, Inc. Cash Balance Pension Plan (the “Plan”). Also, effective October 1, 1999, the
Pension Plan merged into the Plan. The Plan was restated effective October 1, 2010 to include all
the amendments for the purpose of complying with the (i) Economic Growth and Tax Relief
Reconciliation Act of 2001 (“EGTRRA”) (with technical corrections made by the Job Creation and
Worker Assistance Act of 2002), (ii) Pension Funding Equity Act of 2004, (iii) American Jobs
Creation Act of 2004, (iv) Katrina Emergency Tax Relief Act of 2005, (v) Gulf Opportunity Zone Act
of 2005, (vi) Pension Protection Act of 2006 (“PPA”), (vii) U.S. Troop Readiness, Veterans’ Care,
Katrina Recovery, and Iraq Accountability Appropriations Act, 2007, (viii) Heroes Earnings
Assistance and Relief Act of 2008 (“Heart Act”), (ix) Emergency Stabilization Act of 2008, (x)
Worker, Retiree, and Employer Recovery Act of 2008 (“WRERA”), (xi) any other change in the Code or
ERISA, or (xii) regulations, rulings, or other published guidance issued under the Code, ERISA or
the legislative enactments listed in (i) — (x) above. The Plan is intended to meet the
requirements of Section 401(a) of the Code.




 











 





SECTION 1-DEFINITIONS




     As used herein, unless otherwise defined or required by the context, the following words and
phrases shall have the meanings indicated. Some of the words and phrases used in the Plan are not
defined in this Section 1, but, for convenience are defined as they are introduced into the text.



     1.1 “Account” means the Account established and maintained for each Participant pursuant to
the provisions of Section 3. Such Accounts are intended to be only bookkeeping accounts and
neither the maintenance nor the making of credits thereto shall be construed as an allocation of
assets of the Plan to, or a segregation of such assets in, any such Account, or otherwise as
creating a right in any person to receive specified assets of the Plan. Benefits provided under
the Plan shall be paid from the general assets of the Fund in the amounts, in the forms and at the
times provided under the terms of the Plan.



     1.2 “Accrued Benefit” means, as of the time of reference, an annual amount of benefit, payable
in the form of a single life annuity, commencing on a Participant’s Normal Retirement Date (or, if
later, his Late Retirement Date), which such single life annuity is the Actuarial Equivalent of the
Account with interest credited as provided under Subsection 3.3.



     1.3 “Actuarial Equivalent” means a benefit having the same value as the benefit which it
replaces. Except as otherwise provided elsewhere in the Plan, such benefit shall be computed based
on the interest rate, mortality table, and other factors, if any, as specified in Appendix A. In
its approval of any other actuarially equivalent option to be made available under the Plan, the
Committee shall specify the mortality basis, interest basis, and the basis of any other factors
applicable in the determination of actuarial equivalence under such options; and such specification
shall constitute an addendum to Appendix A of the Plan.



     1.4 “Actuary” means one or more actuaries chosen by the Company to provide actuarial services
in connection with the administration of the Plan and who shall be enrolled under Subtitle C of
Title III of ERISA.



     1.5 “Affiliate” means the Company and any other company which is related to the Company as (i)
a member of a controlled group of corporations in accordance with Section 414(b) of the Code, (ii)
a trade or business under common control in accordance with Section 414(c) of the Code, (iii) an
affiliated service group within the meaning of Section 414(m) of the Code, or (iv) entities
required to be aggregated with the Company under Section 414(o) of the Code. For the purposes
under the Plan of determining whether or not a person is an Employee and the period of employment
of such person, each such other company shall be included only for such period or periods during
which such other company is so a member of a controlled group, affiliated service group or under
common control.



     1.6 “Authorized Leave of Absence” means any absence authorized by the Company or an Employer
following standard personnel practices, under uniform rules pursuant to Section 14.7, and provided
that the Participant returns within the period specified in the Authorized Leave of Absence.



 









 





     1.7 “Beneficiary” means the person or persons, or other legal entity, who has been designated
in accordance with Section 6.2 hereof to receive any benefits payable upon the death of a
Participant.



     1.8 “Benefit Commencement Date” means, in the case of an annuity form of distribution, the
first day of the first period with respect to which an amount is payable as a benefit pursuant to
the Plan; in the case of a lump sum payment, the date as of which payment is to be made pursuant to
the Plan.



     1.9 “Board” means the Board of Directors of the Company or its successor corporation.



     1.10 “Code” means the Internal Revenue Code of 1986, as amended from time to time.



     1.11 “Company” means Robbins & Myers, Inc., a corporation with its principal place of business
in Dayton, Ohio.



     1.12 “Compensation” means an Employee’s total salary or wages from the Company or an Employer
before deductions, including base pay, bonuses, commissions, overtime, incentive pay provided under
an incentive pay plan maintained by his employer and any before-tax contributions made under any
401(k) plan or any amount deferred under Code section 125. Compensation does not include any
severance pay, moving allowance, car allowance, awards or prizes, stock option or SAR payments,
nonqualified deferred compensation, or imputed income under Code section 79 or 132, or such other
similar payments under the Code and regulations thereunder. Notwithstanding the foregoing,
Compensation in a Plan Year in excess of $150,000, subject to adjustment as provided in Code
section 401(a)(17), shall be disregarded for all purposes under the Plan. Effective for limitation
years beginning after December 31, 1997, Section 415 Compensation, to the extent used under the
Plan, includes amounts which are contributed by the Company or an Employer pursuant to a salary
deferral agreement and which are not includable in the gross income of the Participant under Code
Sections. For limitation years beginning on and after January 1, 2001, as applied to the
definition of compensation for purposes of Sections 1.15 “leased Employee” and 15.1 “Key Employee”
of the Plan, compensation paid or made available during such limitation years shall include
elective amounts that are not includible in the gross income of the employee by reason of Section
132(f)(4) of the Code. A Participant who is Totally and Permanently Disabled pursuant to section
4.3(a) shall be deemed for purposes of section 3.2 to receive Compensation during such period of
Total and Permanent Disability prior to attaining age 65 at the same rate of Compensation as was in
effect immediately prior to the commencement of such Total and Permanent Disability. Effective for
Plan Years beginning after December 31, 1996, the family aggregation rules under the Code are no
longer applicable.



          The annual Compensation of each Participant taken into account in determining benefits under
the Plan for any Plan Year beginning after December 31, 2001, shall not exceed $200,000, as
adjusted for cost-of-living increases in accordance with Section 401(a)(17)(B) of the Code. Annual
Compensation means Compensation during the Plan Year, or such other consecutive twelve-month period
over which Compensation is otherwise determined under the






 









 







Plan. The cost-of-living adjustment in effect for a calendar year applies to annual
Compensation for the period beginning with or within such calendar year.




          Notwithstanding any other provision of this subsection to the contrary, if a Participant has a
severance of employment with the Company or the Employers, Compensation for periods beginning on
and after January 1, 2008 shall not include amounts paid or payable to the Participant following
his severance from employment.




          For Participants covered under Supplement One, the $200,000 Section 401(a)(17)(B) pay limit is
applied to all Plan Years beginning before December 31, 2001.




          Notwithstanding any other provision of the Plan, effective with respect to benefits
accruing on and after January 1, 2009, if a Participant is absent from employment as an
Employee to perform service in the uniformed services (as defined in Chapter 43 of Title 38
of the United States Code), his Compensation will include any differential pay he receives
or is entitled to receive from his employer. For purposes hereof, “differential pay” means
any payment described in Code Section 3401(h)(2) as a payment made to the Participant by
the Company or an Employer with respect to a period during which the Participant is
performing service in the uniformed services while on active duty for a period of more than
30 days that represents all or a portion of the wages the Participant would have received
if he had continued employment with the Company or an Employer as an Employee, provided
such payments are made to all employees of the Employer and its Affiliates on reasonably
equivalent terms and are included in compensation for all qualified retirement plans of the
Company or the Employers and such Affiliates on reasonably equivalent terms.




     1.13 “Corporate Benefits Committee” or “Committee” means the group of persons as provided for
in Section 11 who shall administer the Plan. The Corporate Benefits Committee shall be the
“administrator” within the meaning of Section 3(16)(A) of ERISA.



     1.14 “Early Retirement Date” means the first day of the month coincident with or next
following the date on which the Participant attains age 55.



     1.15 “Eligible Employee” means an Employee of the Company or an Employer (other than a leased
employee within the meaning of Section 414(n) of the Code) who is compensated on a salaried or
nonbargaining hourly basis; provided that such Employee is not currently an active participant in
any other defined benefit pension plan to which the Company or his Employer contributes. The term
“Eligible Employee” also includes individuals performing services for Process Supply, Inc. through
a leasing agency on and after February 3, 1997, the date the Company acquired Process Supply, Inc.,
and before the date those individuals became employed by Edlon, Inc. Effective for Plan Years
beginning after December 31, 1996, a leased employee is defined as any person (other than an
employee of the recipient) who, pursuant to an agreement between the recipient and any other person
(“leasing organization”) has performed services for the recipient (or the recipient and related
persons determined in accordance with Section 414(n)(6) of the Code) on a substantially full-time
basis for a period of at least one year, and such services are performed under the primary control
and direction of the recipient.



 









 





     1.16 “Employee” means an individual who is employed by the Company or an Employer or
Affiliate (including a leased employee within the meaning of Section 414(n) of the Code).



     1.17 “Employer” means any subsidiary or Affiliate of the Company which, with the consent of
the Company, adopts the Plan for the benefit of some or all of its employees.



     1.18 “ERISA” means Public Law No. 93-406, the Employee Retirement Income Security Act of 1974,
as amended from time to time.



     1.19 “Fiduciary” means the Company, the Corporate Benefits Committee and the Funding Agent,
but only with respect to the specific responsibilities of each for Plan and Fund administration,
all as described in Section 11.



     1.20 “Fund” means all sums of money, insurance or annuity contracts, and all other property of
every kind, from time to time held by the Funding Agent from which the benefits provided by this
Plan will be paid.



     1.21 “Funding Agent” means the trustee or trustees and/or insurance company or companies
selected by the Board to hold the funds of the Plan pursuant to a trust agreement or agreements or
an insurance contract or contracts.



     1.22 “Hour of Service” means (a) one hour for each hour for which the Participant is paid, or
entitled to payment, for the performance of duties during the applicable computation period for
which his Hours of Service are being determined under the Plan; (b) one hour for each hour, in
addition to the hours in Subsection (a) above, for which the Participant is directly or indirectly
paid, or entitled to payment, based upon a period of time during which no duties are performed due
to vacation, holiday, illness, disability, layoff, jury duty, military duty or other approved
absence to a maximum of eight (8) hours per day and forty (40) hours per week, not to exceed 501
hours credited on account of any single, continuous period during which the Participant did not
perform any duties; (c) one hour for each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to; and (d) Hours of Service credited in accordance with the
rules of the Department of Labor regulations.



     1.23 “Inactive Participant” means an Employee who was a Participant, but who (1) has ceased to
be a Participant under the Plan, but who remains in the employment of the Company or an Employer,
(2) is in a status of employment with the Company or an Employer where he is not an Eligible
Employee, or (3) is transferred to employment as an Employee of a nonparticipating Affiliate.



     1.24 “Late Retirement Date” means the first day of the month coincident with or next following
the date the Participant actually retires after his Normal Retirement Date.



     1.25 “Limitation Year” means the calendar year.



     1.26 “Normal Retirement Date” means the first day of the month coincident with or next
following the date on which a Participant attains his sixty-fifth (65th) birthday.



 









 





     1.27 “Participant” means an Eligible Employee who has qualified for participation in
accordance with the terms of Section 2 hereof.



     1.28 “Participating Group” means each separate group of Employees which is classified by the
Company, by specific reference to plant, location or otherwise, as constituting a separate
Participating Group, in accordance with the resolution of the Board bringing such group under the
Plan. Each such Participating Group shall be identified by a separate Supplement to the Plan. The
Board may, by resolution, at its discretion, amend the Plan to add one or more Supplements, to be
attached and made part of the Plan. Any such additional Supplements shall be effective with
respect to any Participating Group listed and included therein as of the date listed in each
Supplement.



     1.29 “Pay Credit Date” means July 1, 1994, or the date of the Employer’s inclusion in the
Plan, if later.



     1.30 “Pension Plan” means the Robbins & Myers, Inc. Pension Plan (No. 21) effective as of
February 1, 1957, as amended and restated.



     1.31 “Plan” means the Robbins & Myers, Inc. Cash Balance Pension Plan, as amended and
restated, set forth herein or as amended from time to time.



     1.32 “Plan Year” means the 12-month period beginning October 1 and ending each September 30.



     1.33 “Retirement Benefit” means a lump sum payment or a series of monthly payments which are
payable to an individual who is entitled to receive benefits under the Plan.



     1.34 “Service” means the aggregate of all periods of employment as an Employee with the
Company or Affiliate. Service shall include (i) a period of up to 12 months of absence from
employment for any reason other than because of quit, retirement or discharge, (ii) the period from
the date an Employee quits, retires or is discharged to the date of his reemployment if he again
becomes employed with the Company or Affiliate within 12 months of such quit, retirement or
discharge and (iii) the aggregate of all periods of employment prior to July 1, 1994 for salaried
employees of Chemineer, Edlon and Pfaudler. Service for purposes of vesting and eligibility under
this Plan for employees of an organization whose business and/or assets are subsequently merged
into or acquired by the Company or Affiliate shall include only the period of employment with such
merged or acquired organization. Service shall also include such period of service in the armed
forces of the United States as shall be required to be recognized under applicable federal law with
respect to military service.



     1.35 “Spouse” means the person of the opposite sex to whom a Participant is lawfully married
(under the laws of the jurisdiction in which such Participant is employed) throughout the one-year
period immediately preceding, and ending on, the date of the Participant’s death.



     1.36 “Total and Permanent Disability” means a physical or mental condition resulting from a
bodily injury or disease which entitles the Participant to receive disability insurance benefits
under Title 11 of the Federal Social Security Act; provided, however, that in no event will a
Participant be deemed to be Totally and Permanently Disabled after his attainment of his



 









 




Normal Retirement Date. If a Participant who is Totally and Permanently Disabled ceases to be
such prior to his Normal Retirement Date, his employment shall be deemed to be terminated as of the
date he so ceases to be Totally and Permanently Disabled, unless he returns to employment with the
Company or an Employer within such period as the Committee shall prescribe.




     1.37 “Vested Terminated Participant” means a Participant whose employment has terminated but
who is entitled to a benefit under the Plan in accordance with the provisions of Section 5.2.



SECTION 2-ELIGIBILITY AND PARTICIPATION




     2.1 Eligibility.




	 	(a)	 	Each Employee who was a Participant in the Robbins & Myers,
Inc. Pension Plan on September 30, 1999 will automatically continue as a
Participant in this Plan as a member of the Participating Group covered under
Supplement One to this Plan, effective October 1, 1999.
	 
	 	(b)	 	Each Employee who was a Participant in the Robbins & Myers,
Inc. Cash Balance Pension Plan for Salaried Employees of Chemineer, Edlon and
Pfaudler on September 30, 1999 shall automatically continue as a Participant in
this Plan effective October 1, 1999.
	 
	 	(c)	 	Each Employee who is a salaried employee of Moyno Oilfield
Products at the Company’s Fairfield, California, or Willis, Texas facilities,
and who was covered under the Pension Plan prior to October 1, 1999 shall
automatically continue as a member of the Participating Group covered under
Supplement Two to this Plan. The following individuals shall also
automatically continue as a member of the Participating Group covered under
Supplement Two to this Plan: Scott Hartings and Saeid Rahimian.
	 
	 	(d)	 	Each Employee who was a salaried employee of Moyno Oilfield
Products at the Company’s Fairfield, California, or Willis, Texas facilities,
and who was covered under the Pension Plan prior to October 1, 1999, but
terminated employment with the Company between October 1, 1999 and December 31,
2000, is covered under Supplement Three of this Plan.
	 
	 	(e)	 	Each individual who became an Employee of the Company between
January 1, 1999 and December 31, 1999, and who was eligible to participate in
the Pension Plan upon completion of its one-year eligibility requirement shall
be eligible to participate in this Plan on January 1, 2000.
	 
	 	(f)	 	Each individual who was an employee of Flow Control Equipment
on December 31, 1999 shall become a Participant in this Plan as a Member of the
Participating Group covered under Supplement Four to this Plan, effective
January 1, 2000.




 









 






	 	(g)	 	Each other individual who becomes an Eligible Employee after
the Pay Credit Date shall become a Participant in this Plan on the date he
becomes an Eligible Employee.





     2.2 Reemployment. If a Participant who previously terminated his employment is
subsequently reemployed, the following additional rules shall be applicable.




	 	(a)	 	Such Participant’s Service to the date he ceased employment
shall be reinstated upon reemployment.
	 
	 	(b)	 	If the Participant forfeited any percentage of his Accrued
Benefit under Section 5.1, there shall be credited to his Account upon
reemployment an amount equal to the amount of such forfeiture of his Account
increased by the interest credits under Section 3.3, calculated using the
interest rate in effect from the date the Participant ceased employment to the
date of reemployment.
	 
	 	(c)	 	If the Participant received a lump sum payment under Section
5.2(b) or (c) in connection with his prior termination and the Participant
forfeited any percentage of his Accrued Benefit under Section 5.1, there shall
be credited to his Account upon reemployment an amount equal to the sum of the
amount of such lump sum payment plus interest credits thereon under Section
3.3, calculated using the interest rate in effect from the date such lump sum
payment was made to the date of reemployment.
	 
	 	(d)	 	If the Participant is receiving periodic payments of his
benefit and the Participant forfeited any percentage of his Accrued Benefit
under Section 5.1, such periodic payments shall cease unless (1) he is
reemployed on or after the April 1 of the calendar year after the calendar year
in which he attained age 70-1/2 or (2) he elects not to have his periodic
payments suspended.





          In either event, there shall be credited to the Participant’s Account upon reemployment the
amount necessary to restore his Account to the amount the Participant had in his Account on the
date he terminated employment (after any forfeiture pursuant to Section 5.1) increased by interest
credits under Section 3.3 calculated using the interest rate in effect from the date he ceased
employment to the date of his reemployment.





	 	(e)	 	When the Participant subsequently terminates employment after
reemployment, an amount equal to the following will be deducted from his
Account (after any forfeiture under Section 5.1):






	 	(1)	 	the portion of his Account attributable to the
amount credited to his Account at his reemployment under paragraph (c)
or (d), whichever is applicable, increased by the interest credits
thereon under Section 3.3 after his reemployment, and




 









 






	 	(2)	 	the Actuarial Equivalent amount, if any, of any
periodic benefit payments made to the Participant after reemployment
increased by interest credits under Section 3.3 from the date of
payment.





     2.3 Transferred Employees.




	 	(a)	 	An Employee who shall be transferred into employment which
renders him eligible to become a Participant hereunder shall be credited with
years of Service for all his employment with the Affiliates, before and after
such transfer. He shall be credited with Pay-Based Credits for his employment
with the Company or an Employer after such transfer as provided in Section 3.2.
	 
	 	(b)	 	Any Participant who shall become an Inactive Participant shall
continue to accrue Service under this Plan (for purposes of determining
eligibility to receive a benefit) during the period he is an Inactive
Participant. His eligibility for a benefit under this Plan shall be determined
on the basis of his Service before and after the date of such transfer. His
benefit shall be determined on the basis of his Service and Compensation as of
the date of transfer and on the applicable provisions under the Plan in effect
on the date of transfer.





     2.4 Additional Exclusion. Notwithstanding any other provision contained herein,
participation in the Plan shall be frozen as of December 31, 2005 and no person who is not a
Participant in the Plan as of December 31, 2005 shall participate in the Plan.



SECTION 3-ACCOUNTS AND CREDITS TO ACCOUNTS




     3.1 Accounts. Except as otherwise provided in the Supplement applicable to a
Participant’s Participating Group, an Account shall be established and maintained for each
Participant to which credits shall be made pursuant to the provisions of this Section 3, subject to
the limitations of Section 10. These Accounts are intended to be bookkeeping accounts only, and
neither the maintenance nor the making of credits to the Account shall be construed as an
allocation of assets of the Plan to, or a segregation of such assets in, the Account, or otherwise
construed as creating a right in any person to receive specific assets of the Plan. Benefits
provided under this Plan shall be paid from the general assets of the Fund in the amounts, in the
forms and at the times provided under the terms of the Plan.



     3.2 Pay-Based Credits To Accounts. Except as provided in Section 3.1 or Section 3.4,
for each calendar month an individual is both a Participant and an Eligible Employee on and after
the Pay Credit Date but prior to the Benefit Commencement Date, an amount equal to a percentage of
his Compensation for such month will be credited to the individual’s Account. The amount of such
percentage, which shall vary depending on the Participant’s Employer and on the number of years of
Service standing to the Participant’s credit as of the last day of such month, is set forth in
Appendix B, attached.
Notwithstanding the foregoing, credits provided as described in this Section shall cease as of
December 31, 2005.



 









 





     3.3 Interest Credits to Accounts. Except as provided in Section 3.1 or Section 3.4,
each Participant’s Account shall be increased by a factor equal to one fourth of the interest
credit percentage for the applicable Plan Year as of the first day of each “Plan Year Quarter” (the
three-consecutive calendar month period of the Plan Year, beginning on October 1, January 1, April
1 and July 1), after the Pay Credit Date but prior to the Benefit Commencement Date. Interest
credits granted during a Plan Year Quarter are based on a Participant’s Account balance as of the
end of the previous Plan Year Quarter. The interest credit percentage for the applicable Plan Year
commencing after June 30, 1994 shall, except as is hereafter provided, be equal to the greater of
(a) or (b) below:




	 	(a)	 	the one-month average of One-Year Treasury Constant Maturities
as published in the Federal Reserve Statistical Release H.15(519) of the Board
of Governors of the Federal Reserve System, over the period from (A) August 1
of the year immediately preceding the applicable Plan Year to (B) August 31 of
the year immediately preceding the applicable Plan Year; or
	 
	 	(b)	 	3.5 percent.




If the one-month average is not a multiple of 1/4 percent, the closest higher interest rate which is
a multiple of 1/4 percent shall be used.




     3.4 PPA Hybrid Interest Provisions. The following provisions are intended to comply
with the PPA Hybrid Plan interest rules:




	 	(a)	 	Preservation of Capital. Interest credits (or its
equivalent) of less than zero shall in no event result in the Participant’s
Account being less than the aggregate amount of Pay Based Credits credited to
the Participant’s Account.
	 
	 	(b)	 	Market Rate of Interest. Interest Credits to a
Participant’s Account shall not exceed a market rate of return (within the
meaning of Section 411(b)(5)(B) of the Code) and shall be limited accordingly.
	 
	 	(c)	 	Interest Rate upon Plan Termination. Upon termination
of the Plan, (A) if the interest credit rate (or an equivalent amount) under
the Plan is a variable rate, then the rate of interest used to determine
accrued benefits with respect to the Participant’s Account shall be equal to
the average of the rates of interest used under the Plan during the 5-year
period ending on the termination date, and (B) the interest rate and mortality
table used to determine the amount of any benefit under the Plan payable in the
form of an annuity payable at normal retirement age shall be the rate and table
specified under the Plan for such purpose as of the termination date,
except that if such interest rate is a variable rate, the interest rate
shall be determined as provided in clause (A).





          Notwithstanding the cessation of Pay Based Credits as of December 31, 2005 as described in
Section 3.2 above, Participants who have account balances under Section 3.1 as of



 









 







December 31, 2005
shall continue to receive Interest Credits described in Section 3.3 after December 31, 2005.




     3.5 Limitation on Credits. Notwithstanding the foregoing provisions of this Section
3, no credits pursuant to the foregoing provisions of this Section 3 shall be made to the Account
of any Participant on and after the Benefit Commencement Date applicable to such Participant.
However, a Participant shall continue to have amounts credited to his Account pursuant to Sections
3.2 and 3.3 if, during any Plan Year, the Participant is still employed by the Company or an
Employer and receives benefits based upon attaining his “required beginning date” in accordance
with Section 401(a)(9) of the Code. The additional benefit otherwise accruing during any such Plan
Year by reason of the Participant’s continued employment during that Plan Year shall be reduced
(but not below zero) by the Actuarial Equivalent value of the total benefit payments made to the
Participant during such Plan Year.



     3.6 Prior Plan Account. Notwithstanding the above, an account shall be established
and maintained for each Participant who accrued credits under the Eagle Industrial Products
Corporation Cash Balance Pension Plan. The account shall consist of assets and liabilities
transferred from the Eagle Industrial Products Corporation Cash Balance Pension Plan to the Robbins
& Myers, Inc. Cash Balance Pension Plan for Salaried Employees of Chemineer, Edlon and Pfaudler and
measured as of October 31, 1997, plus interest. Each such account shall be increased quarterly by
a factor of one-quarter of the interest credit percentage for the applicable Plan Year. The
interest credit percentage for each account under this paragraph is the same as that described in
Section 3.3.



     SECTION 4-RETIREMENT BENEFITS



     4.1 Normal Retirement Benefit. Each Participant who retires from employment on his
Normal Retirement Date is entitled to receive a Retirement Benefit, commencing on his Normal
Retirement Date, equal to his Accrued Benefit as of his Normal Retirement Date, payable as provided
in Section 7.



     4.2 Late Retirement Benefit. A Participant who is employed after his Normal
Retirement Date is entitled to receive a Retirement Benefit equal to the Participant’s Accrued
Benefit as of his Late Retirement Date. Payment of the Retirement Benefit will commence on the
Participant’s Late Retirement Date, in the form provided in Section 7.



     4.3 Disability Retirement Benefit. A Participant may elect either (a) or (b) below,
in the event the Participant becomes
Totally and Permanently Disabled while employed by the Company or an Employer prior to attaining
his Normal Retirement Date.




	 	(a)	 	The Participant may elect to be treated, for purposes of
Section 3.2, as though he continued to receive Compensation for the duration of
the period during which he remains Totally and Permanently Disabled (but in no
event after his attainment of his Normal Retirement Date) at the same rate of
Compensation the Participant received immediately prior to becoming Totally and
Permanently Disabled. If the Participant so elects, an Account shall continue
to be maintained under the Plan on his behalf




 









 






	 	 	 	during such period of Total and
Permanent Disability, and credits to such Account shall continue to be made for
the duration of his Total and Permanent Disability in accordance with the
applicable provisions of Section 3. When the Participant attains his Normal
Retirement Date, he shall be entitled to receive a Retirement Benefit in
accordance with the provisions of Section 4.1.






	 	(b)	 	Alternatively, the Participant may elect:






	 	 	 	(i) to have his Benefit Commencement Date occur as soon as practicable after
the date on which he becomes Totally and Permanently Disabled. If selected,
the Participant will receive a benefit as of his Benefit Commencement Date,
payable as provided in Section 7. The benefit shall be the Actuarial
Equivalent of his Accrued Benefit as of the date on which he became Totally
and Permanently Disabled; or
	 
	 	 	 	(ii) to receive a lump sum benefit (determined under Appendix A) of his
Accrued Benefit as of such Benefit Commencement Date. Notwithstanding the
foregoing, no election pursuant to this Subsection 4.3(b)(ii) may be made by
a married Participant unless the Participant’s Spouse consents to the
election. The spousal consent must acknowledge the effect of the election,
and be witnessed by a Plan representative or a notary public. A Participant
is not entitled to further pay credits if an election is made pursuant to
this Subsection 4.3(b).





     4.4 Early Retirement Benefit. An actively employed Participant who has attained his
55th birthday may elect to retire prior to his Normal Retirement Date. In such case, he shall
receive a Retirement Benefit, commencing on his Normal Retirement Date, equal to his vested Accrued
Benefit, if any, as of his Normal Retirement Date, payable as provided in Section 7.



          In lieu of the Participant’s Retirement Benefit commencing on his Normal Retirement Date, the
Participant may elect, at any time on or after his termination of employment, a reduced Retirement
Benefit to commence as of the first day of any month after the date of his termination but prior to
his Normal Retirement Date. In such case the Participant shall receive a Retirement Benefit which
is determined as the Actuarial Equivalent of his vested
Accrued Benefit, determined under Appendix A. Such Retirement Benefit shall be payable as
provided in Section 7.




     4.5 Nonduplication of Benefits. The amount of a Participant’s Retirement Benefits
shall be reduced by that portion of any retirement income, payable from any source other than the
Fund, to which he is entitled under any tax-qualified retirement plan maintained by the Company or
an Employer (other than a profit sharing plan which is qualified under Section 401(a) of the Code)
which is attributable to a period of employment for which he receives a benefit from this Plan,
except that no such reduction shall be made with respect to that part of such retirement income
which is attributable to contributions made by him. For the purpose of computing the amount of
such reduction, any such retirement income, payment of which is to commence other than at the
Employee’s Normal Retirement Date under this Plan, or payment of



 









 







which is to be made on a basis
other than a retirement income for life, shall be recomputed to its Actuarial Equivalent value on
the basis of a retirement income for life commencing on such Normal Retirement Date.



SECTION 5-BENEFITS UPON TERMINATION OF EMPLOYMENT




     5.1 Benefit on Termination of Employment Prior to Retirement. Except as is otherwise
hereinafter provided, a Participant who terminates employment shall have a nonforfeitable right to
a percentage of his Accrued Benefit in accordance with the following vesting schedule:



	 	 	 	 	 
	Completed	 	Percentage of
	Years of Service	 	Accrued Benefit
	 
	 	 	 	 
	Less than 5
	 	 	0	%
	5 or more
	 	 	100	%






          Notwithstanding the foregoing, a Participant’s Accrued Benefit shall be one hundred percent
(100%) vested and non-forfeitable upon the first to occur of: (i) attainment of age sixty-five
(65) while still employed by the Company, an Employer or an Affiliate, (ii) termination of
employment by reason of Total and Permanent Disability, or (iii) death. Notwithstanding the
foregoing provisions of this subsection, a Participant who accrued service continuously during the
period January 1 through September 30, 1995, will be credited with a full year of service for that
period of time for purposes of determining the Participant’s vested percentage.




          Notwithstanding the foregoing, the nonforfeitable right to a percentage of the Accrued Benefit
of a Participant covered previously under the Robbins & Myers, Inc. Cash Balance Pension Plan for
Salaried Employees of Chemineer, Edlon and Pfaudler and who had completed at least three, but fewer
than five, years of Service with the Company prior to December 31, 1999 shall be as follows:




	 	 	 	 	 
	Completed	 	Percentage of
	Years of Service	 	Accrued Benefit
	 
	 	 	 	 
	3
	 	 	20	%
	4
	 	 	40	%
	5
	 	 	100	%






          Notwithstanding the foregoing, in addition to any other vesting event described in this
Section 5.1, any Participant who has an hour of service with the Company on or after January 1,
2008, shall be vested in his Account in accordance with the following vesting schedule:





 









 








	 	 	 	 	 
	Completed	 	Percentage of
	Years of Service	 	Accrued Benefit
	 
	Less than 3
	 	 	0	%
	3 or more
	 	 	100	%






          The above vesting schedule shall apply solely to a Participant who is credited with an
Hour of Service on or after the first day of the Plan Year beginning after December 31,
2007. Further, the above vesting schedule shall apply only to the portion of a
Participant’s benefit under the Plan that is determined based on the value of his Account
(the “cash balance formula”), except if such Participant has accrued benefits under both
the cash balance formula and another formula under the Plan, the above vesting schedule
shall also apply to the Participant’s benefits accrued under the non-cash balance formula.




          Notwithstanding any other provision of the Plan, effective August 9, 2006, if an
amendment to the Plan is made that directly or indirectly affects the computation of a
Participant’s vested interest in his Accrued Benefit, then in no event shall a
Participant’s vested interest in the portion of his Accrued Benefit which accrued as of the
effective date of such amendment (or, if later, the date such amendment is adopted), be (i)
less than his vested interest in his Accrued Benefit immediately prior to such date or (ii)
determined on and after the effective date of such amendment under a vesting schedule that
is more restrictive than the vesting schedule applicable to his Accrued Benefit immediately
prior to the effective date of such amendment. Any Participant with three or more Years of
Vesting Service shall have a right to have his vested interest in his Accrued Benefit
(including amounts accrued following the effective date of such amendment) continue to be
determined under the vesting provisions in effect prior to the amendment rather than under
the new vesting provisions, unless the vested interest of the Participant in his Accrued
Benefit as amended is not at any time less than such vested interest determined without
regard to the amendment. A Participant shall exercise his right under this Section by
giving written notice of his exercise thereof to the Plan Administrator within 60 days
after the latest of (i) the date he receives notice of the amendment from the Plan
Administrator, (ii) the effective date of the amendment or (iii) the date the amendment is
adopted.




     5.2 Commencement of Benefits to Vested Terminated Participants. Except as
otherwise provided in a Supplement to this Plan, a Participant whose employment terminates and who
is entitled to the benefit specified in the first paragraph of Section 5.1 above shall hereinafter
be referred to as a “Vested Terminated Participant.” Except as is otherwise hereinafter provided,
if a Vested Terminated Participant reaches his Normal Retirement Date, he shall be entitled to
receive a Retirement Benefit, commencing on his Normal Retirement Date, equal to his vested Accrued
Benefit as of his Normal Retirement Date, payable as provided in Section 7. Notwithstanding the
foregoing,




	 	(a)	 	A Vested Terminated Participant may elect to commence receiving
benefits as of the first day of any month following the attainment of age
fifty-five (55) and prior to his Normal Retirement Date, in which event he
shall be entitled to a Retirement Benefit which is the Actuarial Equivalent of
his vested Accrued Benefit (as determined under Appendix A) as of such Benefit
Commencement Date, payable as provided in Section 7.





 









 





	 	(b)	 	If the lump sum present value of a Vested Terminated
Participant’s Accrued Benefit as of the date of termination of employment is
$3,500 or greater (effective for Plan Years beginning after August 5, 1997,
this amount is increased to $5,000), the Participant may elect that such
benefit shall be paid to him, commencing as soon as practicable thereafter in
the form provided for in Section 7.2 or Section 7.4, as applicable, or, subject
to the spousal consent requirements of Section 7.4(c), in a cash lump sum; and
	 
	 	(c)	 	If the lump sum present value of a Vested Terminated
Participant’s Accrued Benefit as of the date of his termination of employment
does not exceed $3,500 ($5,000 for Plan Years beginning after August 5, 1997),
such benefit shall be paid to him as soon as practicable thereafter in a cash
lump sum. Effective for distributions made on and after March 28, 2005, the
reference to $5,000 shall be lowered to $1,000.





SECTION 6-DEATH BENEFITS




     6.1 Benefit Payable in the Event of Death Before Retirement Benefit Commencement Date.
If a Participant dies before the date payment of his Retirement Benefit payments begin, a benefit
shall be payable to his Beneficiary as follows:




	 	(a)	 	If the Participant’s Beneficiary is any person other than his
Spouse, there shall be paid to such Beneficiary as of the first day of the
month following the month in which the Participant’s death occurs an amount
equal to the value of the Participant’s Account as of the last day of the month
in which the death of the Participant occurs.
	 
	 	(b)	 	If the Participant’s Beneficiary is his Spouse, the Spouse is
entitled to receive a Retirement Benefit for her life commencing on the first
day of any month on or after the date of the Participant’s death. The benefit
to
the Spouse shall be a single life annuity, payable monthly. The annuity
benefit is the Actuarial Equivalent of the Accrued Benefit to which such
Participant would have been entitled had he terminated employment on his
date of death, and commenced to receive a Retirement Benefit as of such
date. The monthly amount of the Spouse’s benefit shall equal the monthly
amount payable under a single life annuity where such single life annuity is
the Actuarial Equivalent of the Retirement Benefit to which such Participant
would have been entitled had he terminated employment on his date of death
and commenced to receive a Retirement Benefit as of such date.
Alternatively, the Spouse may request to receive, in lieu of any other
benefits under the Plan to which she would otherwise be entitled, a
distribution of the value of the Participant’s Account as of his date of
death, payable as soon as practicable after the Participant’s death.
Notwithstanding the immediately preceding sentence, the amount payable to
the Spouse in the form of a single sum payment shall not be less than the
Actuarial Equivalent of the annuity to which the Spouse would have




 









 






	 	 	 	been
entitled had the Participant terminated employment on his date of death (or
actual date of employment termination, if earlier), survived to the date as
of which the lump sum payment to the Spouse is being calculated, commenced
his benefit on such date in the standard benefit form for a Participant with
a Spouse, and then died.
	 
	 	(c)	 	The foregoing provisions of this Section 6.1 shall apply in the
case of the death of a Vested Terminated Participant only with respect to that
portion of his Account (or Accrued Benefit) in which he is so vested on his
date of death.





     6.2 Beneficiary.




	 	(a)	 	A Participant who has a Spouse at the date of his death shall
automatically be deemed to have designated such Spouse as his Beneficiary
unless (i) the Participant designates a different Beneficiary, and the Spouse
consents to the designation in writing, or (ii) it is established to the
satisfaction of the Committee that the consent of the Spouse cannot be obtained
because the Spouse cannot be located or because of other special circumstances.
	 
	 	 	 	For purposes of this Paragraph (a), the term Spouse shall also include an
individual to whom the Participant was previously married to the extent so
required under the terms of a qualified domestic relations order (within the
meaning of Section 414(p) of the Code).
	 
	 	(b)	 	Subject to the provisions of Paragraph (a) above, a Participant
may designate a Beneficiary or Beneficiaries to receive any death benefit
payable under the Plan (other than amounts which are required to be paid to a
surviving Spouse). Any such designation shall be made, and may be changed or
revoked, by filing the appropriate form with the Committee. If more than one
person is designated each shall have an equal share unless
the designation directs otherwise. Any designation, change or revocation by
a Participant shall be effective only if it is received by the Committee
before the death of such Participant. For purposes of this Paragraph (b),
the term “person” includes an individual, a trust or an estate. If no
Beneficiary designation is on file with the Committee at the Participant’s
death, or if any designation is not effective for any reason as determined
by the Committee, the benefit payable under the Plan shall be paid to such
Participant’s executor or administrator.





SECTION 7-PAYMENT OF BENEFITS




     7.1 Time of Payment. Payment of any benefit to which a Participant is entitled
pursuant to the Plan shall commence as of such Participant’s Benefit Commencement Date. In no
event shall payment of any benefit commence later than sixty days after the close of the Plan Year
during which such Participant attains, or would have attained, his Normal Retirement Date or, if
later, terminates his employment with the Company or Affiliate provided however,



 









 




payment must begin
no later than April 1 of the calendar year following the calendar year in which he attains age 701/2.
Effective for Plan Years beginning after December 31, 1996, benefit payments must commence for a
Participant who: (1) is a 5 percent owner (as described in Section 416 of the Code) no later than
the April 1 of the calendar year following the calendar year in which the 5 percent owner attains
age 70-1/2 ; or (2) is not a 5 percent owner, no later than the April 1 of the calendar year
following the calendar year in which the Participant attains age 70-1/2 , or retires, whichever is
later.




     7.2 Normal Form of Benefit. Except as otherwise provided in this Section 7, the
normal form of benefit payable to a Participant shall be an annuity for the life of the
Participant.



     7.3 Claim for Benefit. A Participant must file a claim for benefits before payment of
benefits shall commence. The claim for benefits shall be in writing (in such form as the Corporate
Benefits Committee designates) and shall specify the date on which pension payments are to
commence, consistent with the provisions of the Plan with respect to commencement of benefits. The
Participant shall certify in his claim for benefits whether or not he is married; if he is, he
shall provide the name and date of birth of his Spouse. The certification by the Participant as to
his marital status is binding upon the Participant.



     7.4 Qualified Joint and Survivor Annuity Form.




	 	(a)	 	In General
	 
	 	 	 	Subject to the conditions set forth in this Section 7.4, if a Participant is
married on the Benefit Commencement Date, the amount of each pension payment
which otherwise would be payable to the Participant, shall be reduced on an
Actuarial Equivalent basis. If the Participant’s Spouse survives the
Participant, pension payments shall be payable under the Plan
to the Participant’s surviving Spouse during the surviving Spouse’s
remaining lifetime after the Participant’s death, in an amount equal to
fifty percent (50%), or, if the Participant elects, one hundred percent
(100%) of the Participant’s reduced pension payment. Effective for
distributions with Benefit Commencement Dates on and after October 1, 2008,
a Participant may elect a Qualified Optional Survivor Annuity which shall be
the Actuarial Equivalent of a life annuity, with payment upon the
Participant’s death to the surviving Spouse equal to seventy-five percent
(75%) of the payment made during the life of the Participant.
	 
	 	(b)	 	Election to Waive the Qualified Joint and Survivor Annuity Form
	 
	 	 	 	A Participant may elect, during the election period specified below, to
waive the qualified joint and survivor annuity form. If the Participant
elects to waive the qualified joint and survivor annuity, pension payments
shall be made in the normal form as provided in Section 7.2, or under the
optional form selected by the Participant in accordance with Section 7.5.
	 
	 	 	 	An election to waive shall not take effect unless the Participant’s
Spouse consents, in writing, to the election. No consent is valid





 









 





	 	 	 	unless the Participant has received a general description of the
material features, and an explanation of the relative values of the
optional forms of benefits available under the Plan in a manner that
satisfies the notice requirements of Section 417(a)(3) of the Code.
Further, if a benefit is immediately distributable, a Participant
shall be informed of his right, if any, to defer receipt of the
distribution. Notwithstanding any other provision of the Plan,
effective for notices provided in Plan Years beginning on and after
January 1, 2007, the foregoing notice regarding the right of a
Participant to defer commencement of benefits to his Normal
Retirement Age shall also include a description of the effect upon
his retirement benefit if the Participant does not elect to defer
payment as permitted under the Plan. The Corporate Benefits
Committee, in its sole discretion, may waive the requirement for
consent of the Spouse if the Participant establishes to the
Corporate Benefits Committee’s satisfaction that the Spouse cannot
be located, or because of other special circumstances.
	 
	 	 	 	An election to waive the qualified joint and survivor annuity form
may be made at any time within the election period beginning on the
date which is the 90th day preceding the Participant’s Benefit
Commencement Date and ending on such Benefit Commencement Date. A
Participant may revoke a waiver of the qualified joint and survivor
annuity form at any time during the election period.
	 
	 	 	 	There is no limit on the number of times during the election period
that a Participant may elect to waive the qualified joint and
survivor annuity form or revoke a waiver.
	 
	 	(c)	 	Explanation
	 
	 	 	 	No earlier than 90 days, and no later than 30 days, before the Participant’s
Benefit Commencement Date, the Corporate Benefits Committee furnishes the
Participant with a written explanation of (i) the terms and conditions of
the qualified joint and survivor annuity form, (ii) the Participant’s right
to make, and the effect of, an election to waive the joint and survivor
annuity form of benefit, (iii) the rights of the Participant’s Spouse to
consent, or refuse to consent, to such waiver, and (iv) the Participant’s
right to make, and the effect of, a revocation of an election to waive.
Effective for Plan Years beginning after December 31, 1996, the written
explanation described in section 417(a)(3)(A) of the Code may be provided
after the Benefit Commencement Date. The 90-day applicable election period
to waive the qualified joint and survivor annuity described in section
417(a)(6)(A) of the Code shall not end before the 30th day after the date on
which such explanation is provided. The Secretary may, by regulations,
limit the application of the clause above, except that such regulations may
not limit the period of time by which the Benefit




 









 






	 	 	 	Commencement Date precedes
the provision of the written explanation other than by providing that the
Benefit
Commencement Date may not be earlier than termination of employment.
A Participant may elect (with any applicable spousal consent) to waive any
requirement that the written explanation be provided at least 30 days before
the Benefit Commencement Date (or to waive the 30-day requirement under the
above paragraph) if the distribution commences more than 7 days after such
explanation is provided. The preceding 30-day waiver provision also shall
apply to any notices subject to the 30-day notice requirement (such as a
direct rollover notice).
	 
	 	 	 	Notwithstanding any other provision of the Plan, effective for distributions
or benefits which commence in Plan Years beginning on and after January 1,
2007, the Plan Administrator shall provide the foregoing benefit notices no
more than 180 days before a Participant’s Annuity Starting Date. A
Participant may waive or revoke a waiver of the normal form of payment and
elect, modify, or change an election of an optional form of payment by
written notice delivered to the Plan Administrator at any time during the
180 day period ending on his Annuity Starting Date.
	 
	 	(d)	 	Termination of Marriage
	 
	 	 	 	The Spouse to whom the Participant was married at the Participant’s Benefit
Commencement Date is entitled to the survivor annuity upon the death of the
Participant after the Benefit Commencement Date, whether or
not the Participant and such Spouse were married at the date of the
Participant’s death.
	 
	 	(e)	 	Provisions Concerning Retroactive Annuity Starting Dates
	 
	 	 	 	Notwithstanding any provision hereof to the contrary, in the event that the
written notification described in Section 7.4 is required and is provided to
the Participant after the Participant’s Annuity Starting Date, the
Participant’s Annuity Starting Date shall be deemed to be his “retroactive
Annuity Starting Date” and payment of the Participant’s retirement income
under the Plan shall be made or commence in accordance with Code Section
417(a), as applicable, and regulations and rulings issued pursuant thereto,
and the following provisions of this subsection.






	 	 	 	(1) Notification Requirement. In the event of a retroactive Annuity
Starting Date, the written notification to the Participant required by
Section 7.4 shall set forth the information described in Section 7.4 both as
of his retroactive Annuity Starting Date and as of a date which is not more
than 90 days after the date on which such written notification is provided
to the Participant.





 









 





	 	 	 	(2) Election of Retroactive Annuity Starting Date. In the event of
a retroactive Annuity Starting Date, the Participant’s retirement income
shall be determined and payable as of a date which is not more than 90 days
after the date on which the written notification required by Section 7.4 is
provided to the Participant, unless the Participant elects to have such
retirement income determined and payable as of such retroactive Annuity
Starting Date. The Participant may make such election on the appropriate
form provided by the Committee and filed with the Committee within the
election period described in this Section 7.4.
	 
	 	 	 	(3) Spousal Consent Requirement. In the event that (a) a
Participant elects to receive his retirement income under the Plan
determined as of a retroactive Annuity Starting Date, and (b) under the form
of payment elected by such Participant, the benefit payable to the
Participant’s Spouse upon the Participant’s death would be less than the
benefit payable to such surviving Spouse after the Participant’s death if
the Participant had elected to receive a qualified joint and 50% survivor
annuity determined and payable as of the date on which his retirement income
payments actually commence, then the Participant’s Spouse must consent in
writing to the Participant’s election of such retroactive Annuity Starting
Date. Such spousal consent requirement shall be satisfied if the
Participant’s Spouse consents in the manner provided in Section 7.4 to the
Participant’s election to receive his retirement income in a form other than
that provided under a qualified joint and survivor annuity.
	 
	 	 	 	(4) Make-up Payments with Interest. In the event that a Participant
elects (with spousal consent, if applicable) to receive his retirement
income under the Plan determined as of a retroactive Annuity Starting Date,
the Participant shall receive a make-up payment to reflect any missed
payment or payments for the period from the retroactive annuity Starting
Date to the date of the actual make-up payment, with an appropriate
adjustment for interest from the date the missed payment or payments would
have been made (including, if applicable, a payment of the single-sum value
of the Participant’s retirement income) to the date of the actual make-up
payment.
	 
	 	 	 	(5) Future Payment Amount. If the Participant elects (with spousal
consent, if applicable) to receive his retirement income determined as of a
retroactive Annuity Starting Date and the Participant receives his
retirement income in a form other than a single-sum payment, the retirement
income payments that commence after he has received the notification
required by Section 7.4, other than any required make-up payment, shall be
in an amount that is equal to the amount that would have been paid to the
Participant had payments actually commenced on his retroactive Annuity
Starting Date.




 









 







	 
	 		 	(6) Code Section 415 Compliance. Except in the case where payment
of the Participant’s retirement income (other than a form of payment that is
subject to Code Section 417(e), including lump-sum distributions and other
forms of distribution that provide payments in the form of a decreasing
annuity or for a period less than the life of the recipient) commences no
more than 12 months after the retroactive Annuity Starting Date, payment of
the Participant’s retirement income, including any interest adjustments,
shall satisfy the requirements of Code Section 415 if the date retirement
income payments actually commence is substituted for the retroactive Annuity
Starting Date for all purposes, including for purposes of determining the
applicable interest rate and the applicable mortality table described in
Section 1.3.






     7.5 Optional Forms of Benefit.




	 	(a)	 	Subject to the conditions set forth below, a Participant may
elect an optional form of benefit in the form of a single lump sum or a reduced
lifetime retirement income as described in the following subsection. Unless
otherwise specified, the optional form of benefit shall be the Actuarial
Equivalent of the standard form of benefit set forth in Section 7.2 (as
determined under Appendix A). A Participant who is married on the Benefit
Commencement Date must submit an election to waive the qualified joint and
survivor annuity form in accordance with Section 7.4(b) and which is in effect
on the Benefit Commencement Date.
	 
	 	(b)	 	Lump Sum Payment. Effective October 1, 1999, a Participant may
elect a single lump sum payment which shall equal to the greater of: (i) the
Actuarial Equivalent of the standard form of benefit set forth in Section 7.2
or (ii) the balance of the Participant’s Account. Notwithstanding the
foregoing, effective for distributions made on or after October 1, 2010, the
lump sum amount of a Participant’s benefit shall be equal to the balance of the
Participant’s Account under the Plan as of the distribution date.
	 
	 	(c)	 	Reduced Lifetime Retirement Income. In the event of the
Participant’s death prior to receiving 120 monthly payments, the same amount of
retirement income shall be paid to his Beneficiary until a combined total of
120 monthly payments have been made. If both the Participant and his
Beneficiary die before a total of 120 monthly payments have been made, the
monthly retirement income payments will continue to the Beneficiary of the last
payee for the remainder of the 120-month period. Subject to the conditions set
forth below, a Participant may elect an optional form of benefit provided in
this Section 7.5. The optional benefit form shall be the Actuarial Equivalent
of the standard form of benefit set forth in Section 7.2. A Participant who is
married on the Benefit Commencement Date must submit an election to waive the
qualified joint and survivor annuity form, elected in accordance with Section
7.4(b), and which is in effect on the Benefit Commencement Date.




 









 











     7.6 Cash-out of Accrued Benefit. Notwithstanding any other provision of the Plan to
the contrary, if the Actuarial Equivalent value of a Participant’s vested Accrued Benefit as of the
date of his termination of employment does not exceed $3,500 ($5,000 after August 5, 1997), such
vested Accrued Benefit (or vested Account value, if greater) shall be paid to him as soon as
practicable thereafter in a cash lump sum. Effective for automatic distributions made pursuant to
this Section 7.6 on and after March 28, 2005, the reference to $5,000 shall be lowered to $1,000.



     7.7 Eligible Rollover Distributions. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a distributee’s election under this Article 7.7, a distributee
may elect, at the time and in the manner prescribed by the Pension Administration Committee, to
have any portion of an eligible rollover distribution paid directly to an eligible retirement plan
specified by the distributee in a direct rollover.



     Definitions:




	 	(a)	 	Eligible rollover distribution: An eligible rollover distribution is
any distribution of all or any portion of the balance to the credit of the distributee,
except that an eligible rollover distribution does not include:






	 	(i)	 	any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or
life expectancy) of the distributee or the joint lives (or joint life
expectancies) of
the distributee and the distributee’s designated beneficiary, or for a
specified period of 10 years or more;
	 
	 	(ii)	 	any distribution to the extent such distribution is required
under Section 401(a)(9) of the Code;
	 
	 	(iii)	 	the portion of any distribution that is not includible in
gross income (determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities);
	 
	 	(iv)	 	any hardship distribution described in Section
401(k)(2)(B)(i)(IV) of the Code; and
	 
	 	(v)	 	any distribution with a value of $200 or less.





               Notwithstanding the foregoing, a portion of a distribution shall not fail to be an eligible
rollover distribution merely because the portion consists of after-tax employee contributions which
are not includible in gross income. However, such portion may be paid only to an individual
retirement account or annuity described in Section 408(a) or (b) of the Code, or to a qualified
defined contribution plan described in Section 401(a) or 403(a) of the Code that agrees to
separately account for amounts so transferred, including separately accounting for the portion of
such distribution which is includible in gross income and the portion of such distribution which is
not so includible.




 











 






	 	(b)	 	Eligible retirement plan: An eligible
retirement plan is one of the following that accepts the distributee’s
eligible rollover distribution: an individual retirement account described in
Section 408(a) of the Code, an individual retirement annuity described in
Section 408(b) of the Code, an annuity plan described in Section 403(a) of the
Code, a qualified trust described in Section 401(a) of the Code, an annuity
contract described in Section 403(b) of the Code, an eligible plan under
Section 457(b) of the Code that is maintained by a state, political
subdivision of a state, or any agency or instrumentality of a state or
political subdivision of a state and agrees to separately account for amounts
transferred into such plan from this Plan, or, effective for distributions
made on or after January 1, 2008, a Roth IRA described in Section 408A of the
Code, provided that for distributions made prior to January 1, 2010, such
rollover to a Roth IRS shall be subject to the Participant income and any
other limitations contained in Code Section 408A(c)(3)(B). This definition of
eligible retirement plan shall also apply in the case of a distribution to a
surviving Spouse, or to a Spouse or former Spouse who is the alternate payee
under a qualified domestic relations order, as defined in Section 414(p) of
the Code. In addition, effective for distributions made on or after October
1, 2010, an “eligible rollover distribution” shall include a distribution on
behalf of a non-Spouse beneficiary, but only if such distribution is paid in a
direct rollover to an individual retirement account or annuity described in
Section 408(a) or (b) of the Code that is established on behalf of the
non-Spouse beneficiary and that will be treated as an inherited individual
retirement account or annuity pursuant to Section 402(c)(11) of the Code.
Notwithstanding anything herein to the contrary, only one eligible retirement
plan may be designated with respect to any eligible rollover distribution.
	 
	 	(c)	 	Distributee: A distributee includes an Employee or
former Employee. In addition, the Employee’s or former Employee’s Spouse or
former Spouse who is the alternate payee under a qualified domestic relations
order, as defined in Section 414(p) of the Code, are distributees with regard
to the interest of the Spouse or former Spouse. Further, an Employee’s or
former Employee’s non-Spouse beneficiary is a distributee with regard to the
interest of the non-Spouse beneficiary.
	 
	 	(d)	 	Direct rollover: A direct rollover is a payment by the
Plan to the eligible retirement plan specified by the distributee.
Notwithstanding anything herein to the contrary, only one direct rollover may
be made with respect to any eligible rollover distribution.





     7.8 Minimum Required Distributions. The provisions of this Section 7.8 take
precedence over any inconsistent provision of the Plan; provided, however, that the provisions of
this Section are not intended to create additional forms of payment that are not otherwise provided
under Section 7.



 









 





          To the extent required under Code Section 401(a)(9), all distributions made from the Plan
shall be determined and made in accordance with the provisions of Code Section 401(a)(9) and the
Treasury Regulations issued thereunder, as set forth in this subsection.





	 	(a)	 	Time and Manner of Distribution.






(1) Required Beginning Date. The Participant’s entire interest will be
distributed, or begin to be distributed, to the Participant no later than
the Participant’s Required Beginning Date.




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




	 	(i)	 	If the Participant’s surviving
Spouse is the Participant’s sole Designated Beneficiary, then
distributions to the surviving spouse will begin by December 31
of the calendar year immediately following the calendar year in
which the Participant died, or by December 31 of the calendar
year in which the Participant would have attained age 701/2, if
later.
	 
	 	(ii)	 	If the Participant’s surviving
Spouse is not the Participant’s sole Designated Beneficiary,
then distributions to the Designated Beneficiary will begin by
December 31 of the calendar year immediately following the
calendar year in which the Participant died.
	 
	 	(iii)	 	If there is no designated
beneficiary as of September 30 of the year following the year of
the Participant’s death, the Participant’s entire interest will
be distributed by December 31 of the calendar year containing
the fifth anniversary of the Participant’s death.
	 
	 	(iv)	 	If the Participant’s surviving
Spouse is the Participant’s sole designated beneficiary and the
surviving Spouse dies after the Participant but before
distributions to the surviving Spouse begin, this Subsection
7.8(a)(2), other than Subsection 7.8(a)(2)(i), will apply as if
the surviving Spouse were the Participant.





          For purposes of this Subsection 7.8(a)(2) and Subsection 7.8(d), distributions are considered
to begin on the Participant’s Required Beginning Date (or, if Subsection 7.8(a)(2)(iv) applies, the
date distributions are required to begin to the surviving Spouse under Subsection 7.8(a)(2)(i)).
If annuity payments irrevocably commence to the Participant before the Participant’s Required
Beginning Date (or to the Participant’s surviving Spouse before the date distributions are required
to begin to the surviving Spouse under Subsection 7.8(a)(2)(i)), the date distributions are
considered to begin is the date distributions actually commence.







 









 









(3) Form of Distribution. As of the first Distribution Calendar Year
distributions will be made in accordance with Subsection 7.8(b), (c) and (d)
of this subsection. Any part of the Participant’s interest which is in the
form of an individual account described in Code §414(k) will be distributed
in a manner satisfying the requirements of Code §401(a)(9) and the Treasury
Regulations that apply to individual accounts.




	 	(b)	 	Determination of Amount to be Distributed Each Year.






(1) General Annuity Requirements. If the Participant’s interest is paid in
the form of annuity distributions under the Plan, payments under the annuity
will satisfy the following requirements:




	 	(i)	 	The annuity distributions will be
paid in periodic payments made at intervals not longer than one
year;
	 
	 	(ii)	 	The distribution period will be
over a life (or lives) or over a period certain not longer than
the period described in Subsections (c) or (d);
	 
	 	(iii)	 	Once payments have begun over a
period certain, the period certain will not be changed even if
the period certain is shorter than the maximum period permitted;
	 
	 	(iv)	 	Payments will either be
non-increasing or increase only as follows:






	 	i.	 	By an annual
percentage increase that does not exceed the annual
percentage increase in a cost-of-living index that is
based on prices of all items and issued by the Bureau of
Labor Statistics;
	 
	 	ii.	 	To the extent of the
reduction in the amount of the Participant’s payments to
provide for a survivor benefit upon death, but only if the
beneficiary whose life was being used to determine the
distribution period described in Subsection (c) dies or is
no longer the Participant’s beneficiary pursuant to a
qualified domestic relations order within the meaning of
Code §414(p);
	 
	 	iii.	 	To provide cash
refunds of employee contributions upon the Participants
death; or
	 
	 	iv.	 	To pay increased
benefits that result from a Plan amendment.






(2) Amount Required to be Distributed by Required Beginning Date. The
amount that must be distributed on or before the Participant’s Required
Beginning Date (or, if the Participant dies before distributions



 









 






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




(3) Additional Accruals After First Distribution Calendar Year. Any
additional benefits accruing to the Participant in a calendar year after the
first Distribution Calendar Year will be distributed beginning with the
first payment interval ending in the calendar year immediately following the
calendar year in which such amount accrues.




	 	(c)	 	Requirement for Annuity Distributions that Commence During
Participant’s Lifetime.






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




(2) Period Certain Annuities. Unless the Participant’s Spouse is the sole
Designated Beneficiary and the form of distribution is a period certain and
no life annuity, the period certain for an annuity distribution commencing
during the Participant’s lifetime may not exceed the applicable distribution
period for the Participant under the Uniform Lifetime Table set forth in
Section 1.401(a)(9)-9 of the Treasury Regulations for the calendar year that
contains the annuity starting date. If the annuity starting date precedes
the year in which the Participant reaches age 70, the applicable
distribution period for the Participant is the distribution period for age
70 under the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of
the Treasury Regulations plus the excess of 70 over the age of the
Participant as of the Participant’s birthday in the year



 









 






that contains the annuity starting date. If the Participant’s Spouse is the
Participant’s sole Designated Beneficiary and the form of distribution is a
period certain and no life annuity, the period certain may not exceed the
longer of the Participant’s applicable distribution period, determined under
this Subsection (c)(2), or the joint life and last survivor expectancy of
the Participant and the Participant’s Spouse as determined under the Joint
and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury
Regulations, using the Participant’s and Spouse’s attained ages as of the
Participant’s and spouse’s birthdays in the calendar year that contains the
annuity starting date.




	 	(d)	 	Requirements for Minimum Distributions Where Participant Dies
before Date Distribution Begins.






(1) Participant Survived by Designated Beneficiary. If the Participant dies
before the date distribution of his or her interest begins and there is a
Designated Beneficiary, the Participant’s entire interest will be
distributed, beginning no later than the time described in Subsection
(a)(2)(i) or (a)(2)(ii), over the life of the Designated Beneficiary or over
a period certain not exceeding:




	 	(i)	 	Unless the annuity starting date
is before the first Distribution Calendar Year, the life
expectancy of the Designated Beneficiary determined using the
beneficiary’s age as of the beneficiary’s birthday in the
calendar year immediately following the calendar year of the
Participant’s death; or
	 
	 	(ii)	 	If the annuity starting date is
before the first Distribution Calendar Year, the life expectancy
of the Designated Beneficiary determined using the beneficiary’s
age as of the beneficiary’s birthday in the calendar year that
contains the annuity starting date.






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




(3) Death of Surviving Spouse Before Distributions to Surviving Spouse
Begin. If the Participant dies before the date distribution of his or her
interest begins, the Participant’s surviving Spouse is the Participant’s
sole Designated Beneficiary and the surviving Spouse dies before
distributions to the surviving Spouse begin, this Subsection (d) will apply
as if the surviving Spouse were the Participant, except that the time by
which distributions must begin will be determined without regard to
Subsection (a)(2)(i).



 









 






	 	(e)	 	Definitions.






(1) Designated Beneficiary. The individual who is designated as the
beneficiary under Section 1.7 of the Plan and is the designated beneficiary
under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4 of the
Treasury Regulations.




(2) Distribution Calendar Year. A calendar year for which a minimum
distribution is required. For distributions beginning before the
Participant’s death, the first Distribution Calendar Year is the calendar
year immediately preceding the calendar year which contains the
Participant’s Required Beginning Date. For distributions beginning after
the Participant’s death, the first Distribution Calendar Year is the
calendar year in which distributions are required to begin pursuant to
Subsection 2.




(3) Life Expectancy. Life expectancy as computed by use of the Single Life
Table in Section 1.401(a)(9)-9 of the Treasury Regulations.




(4) Required Beginning Date. Required Beginning Date means the April 1 of
the year following the year in which the Participant attains age 701/2.



SECTION 8-CONTRIBUTIONS




     8.1 Contributions by Participants. The entire cost of this Plan shall be borne by the
Company and the Employers and no contributions shall be required or permitted of Participants.



     8.2 Contributions by Employers. The Company and Employers intend, but do not
guarantee, to make such contributions as are required to maintain the Fund, established for the
purposes of the Plan, on a sound actuarial basis. Contributions will be in such amounts and made
at such times as determined by the Company in accordance with the funding policy established by the
Board and consistent with Plan objectives. The payment of the benefits under this Plan is not
guaranteed in any manner by the Company, any Employer, or any of its officers, board of directors,
agents, the Corporate Benefits Committee or the Funding Agent.



          All contributions made by the Company and Affiliates shall become a part of the Fund and shall
be held by the Funding Agent subject to the terms and provisions of the Plan.




          Forfeitures arising under the Plan because of termination of employment before a Participant
becomes eligible for a Retirement Benefit, or for any other reason, shall be applied to reduce the
cost of the Plan and shall not be used to increase the benefits otherwise payable hereunder.




          No part of the Fund shall be used for, or diverted to, purposes other than for the exclusive
benefit of Employees (and their Beneficiaries), except that such part of the Fund, if any, which
remains therein after the satisfaction of all liabilities to persons entitled to benefits
under the Plan, as described in Section 9.3 hereof with respect to termination of the Plan,
shall be returned to the Company.







 









 








          Notwithstanding anything herein to the contrary, upon the request of the Company or an
Employer, a contribution which was made by a mistake of fact, or conditioned upon qualification of
the Plan or any amendment thereof or upon the deductibility of the contribution under Section 404
of the Code, shall be returned to the Company or the Employer within one (1) year after the payment
of the contribution, the denial of the qualification or the disallowance of the deduction (to the
extent disallowed), whichever is applicable. Any obligation of the Company or the Employers to
make contributions to the Fund hereby is conditioned upon the continued qualification of the Plan
under Section 401(a) of the Code, the exempt status of the Fund under Section 501(a) of the Code,
and each contribution made by the Company or an Employer hereby is conditioned upon its
deductibility under Section 404(a)(1) of the Code.




SECTION 9-AMENDMENT AND TERMINATION




     9.1 General Amendment. The Corporate Benefits Committee may amend the Plan at any
time, by action of a majority of its members at a meeting or by unanimous written consent in lieu
of meeting. The Company, the Employers, the Corporate Benefits Committee and all Participants,
Beneficiaries and other persons will be bound by those amendments. However, no amendment may
increase the duties or liabilities of the Funding Agent, the Company or an Affiliate without its
written consent, and no amendment may authorize or permit any part of the Fund to be used for or
diverted to any purpose other than the exclusive benefit of Participants or their Beneficiaries,
and for defraying the reasonable expenses of administering the Plan and Fund. The Corporate
Benefits Committee specifically reserves the right to make any amendment designed to comply, or to
eliminate any uncertainty of compliance, with the Code, ERISA, any other laws relating to qualified
employees’ trusts or any regulations or rulings issued under those laws, even though accrued
benefits may be eliminated or reduced retroactively.



     9.2 Amendment of Vesting Schedule. If the Plan is amended to provide a different
vesting schedule, each person adversely affected:




	 	(a)	 	who is a Participant during the election period below; and
	 
	 	(b)	 	who has completed at least three years of Service before that
period ends;




may elect to have the amendment disregarded in determining his vested amount. The election must be
in writing and delivered to the Corporate Benefits Committee within the election period. Upon
delivery, the election will be irrevocable. The election period begins on the date the amendment
is adopted and ends 60 days after the latest of the date:





	 	(c)	 	the amendment is adopted;
	 
	 	(d)	 	the amendment becomes effective; or
	 
	 	(e)	 	the Corporate Benefits Committee delivers a written notice of
the amendment to the Participant.




No amendment to the Plan’s vesting schedule may decrease the vested amount which any Participant
has earned as of the date of the amendment.







 









 








     9.3 Termination of the Plan and Fund. Upon termination or partial termination of the
Plan as to the Company or any Employer or complete discontinuance of contributions to the Plan, the
rights of the Participants who are employed by the Company or an Employer on the date of
termination or discontinuance (and who in the case of a partial termination are affected thereby)
to their accrued benefits under the Plan to the date of such termination shall be nonforfeitable to
the extent then funded; provided, however, that in no event shall any Participant or Beneficiary
have recourse other than to the Fund and, if applicable, the Pension Benefit Guaranty Corporation.
In the event of a termination, an affected Participant who is not eligible to receive a normal or
early retirement benefit shall be deemed to be vested. In the case of a complete termination of
the Plan, the assets then held in the Fund shall be allocated, after payment of all expenses of
administration or liquidation, in the manner prescribed by ERISA section 4044. If any assets
remain, they shall revert to the Company. Distribution may be implemented through the continuance
of the Fund, the creation of a new retirement fund for that purpose, by the purchase of
nontransferable annuity contracts, a cash distribution, or a combination thereof, subject to the
requirements of the Pension Benefit Guaranty Corporation. The Committee may terminate the Fund at
any time without terminating the rights and obligations of the Company or the Employers hereunder,
but only in order to provide another method of funding the benefits under the Plan. In the event
of such termination of the Fund, the Funding Agent shall distribute the Fund to another trust or
trusts, qualified under Code section 501(a), or otherwise fund the benefits under the Plan
qualified under Code section 401 through an insurance company, as directed by said Committee,
provided that said Committee shall not so direct in a manner which results in discrimination within
the meaning of the Code as determined by the Internal Revenue Service.



     9.4 Merger, Consolidation or Transfer. In the case of any merger or consolidation of
the Plan with, or in the case of any transfer of assets or liabilities of the Plan to or from any
other plan, each Participant in the Plan shall (if the Plan then terminated) receive a benefit
immediately after the merger, consolidation, or transfer which is equal to or greater than the
benefit he would have been entitled to receive immediately before the merger, consolidation, or
transfer (if the Plan had then terminated).



SECTION 10-LIMITATIONS OF BENEFITS




     10.1 Definitions.



     For purposes of this Article X, the following terms have the following meanings.




	 	(a)	 	An “affiliated employer” means any corporation or business, other than the
Company or an Employer, which would be aggregated with the Company for a relevant
purpose under Code Section 414 as modified by Code Section 415(h).
	 
	 	(b)	 	A Participant’s “aggregate annual retirement benefit” means the sum of his
“annual retirement benefit” under the Plan and his “annual retirement benefit”, if any,
under any and all other “defined benefit plans” (whether or not terminated)
maintained by the Company, an Employer, any “affiliated employer”, or a “predecessor
employer” that are required to be aggregated with the Plan in accordance with the
provisions of Treasury Regulations Section 1.415(f)-1.




 









 












	 	 	 	For purposes of applying the “defined benefit compensation limitation”, a
Participant’s “aggregate annual retirement benefit” shall exclude any benefits
accrued by the Participant under a multiemployer plan.
	 
	 	(c)	 	A Participant’s “annual retirement benefit” means the amount of retirement
benefit attributable to Employer contributions which is payable to him annually under
the Plan adjusted to the actuarially equivalent straight life annuity form using the
factors prescribed in the following paragraphs if such benefit is to be paid in a
manner other than to the Participant for his life only. A Participant’s “annual
retirement benefit” includes Social Security supplements described in Code Section
411(a)(9) and benefits transferred from another “defined benefit plan”, other than
transfers of distributable benefits pursuant to Treasury Regulations Section
1.411(d)-4, Q&A-3(c), but shall not include benefits attributable to a Participant’s
“employee contributions.”
	 
	 	 	 	For purposes of determining a Participant’s “annual retirement benefit”, the
following shall apply:






	 	(i)	 	If payment is to be made in a form other than to the
Participant for his life only, and such form is not subject to the requirements
of Code Section 417(e)(3), the actuarially equivalent straight life annuity
shall be determined in accordance with the provisions of subparagraph (A) or
(B) below, as applicable.






	 	(A)	 	For “limitation years” beginning before July 1,
2007, the annual amount of straight life annuity commencing on the same
Benefit Commencement Date with the same actuarial present value as the
Participant’s form of payment computed using the following factors,
whichever produces the greater amount: (I) the interest rate and
mortality table referenced in the definition of “Actuarial Equivalent” in
Section 1.3 to be used under the Plan for purposes of determining
Actuarial Equivalence of optional forms not subject to the requirements
of Code Section 417(e)(3) or (II) the “applicable mortality table” and 5
percent.
	 
	 	(B)	 	For “limitation years” beginning on and after July
1, 2007, the greater of (I) the annual amount of straight life annuity,
if any, payable to the Participant under the Plan commencing at the same
Benefit Commencement Date as the Participant’s form of payment or (II)
the annual amount of straight life annuity commencing at the same Benefit
Commencement Date that has the same actuarially equivalent present value
as the Participant’s form of payment computed using the “applicable
mortality table” and an interest rate of 5 percent.




 









 












	 	(ii)	 	If payment is to be made to the Participant in a form that is
subject to the requirements of Code Section 417(e)(3), the actuarially
equivalent straight life annuity form shall be:






	 	(A)	 	For distributions with a Benefit Commencement Date
in the 2004 or 2005 Plan Year, the annual amount of straight life annuity
commencing on the same Benefit Commencement Date that has the same
actuarially equivalent present value as the Participant’s form of payment
determined using the following, whichever provides the greater annual
amount: (I) the mortality table and interest rate otherwise used under
the Plan for purposes of determining Actuarial Equivalence of such
optional form or (II) the “applicable mortality table” and an interest
rate of 5.5 percent; provided, however, that for distributions with a
Benefit Commencement Date on or after the first day of the 2004 Plan Year
and before the first day of the 2005 Plan Year, use of the interest rate
specified in clause (II) shall not reduce the benefit payable to the
Participant below the amount determined using the “applicable interest
rate” in effect as of the last day of the last Plan Year beginning before
January 1, 2004. For purposes of this subparagraph (A), the “applicable
interest rate” means the annual rate of interest on 30-year Treasury
securities for the calendar month preceding the Plan Year in which the
Benefit Commencement Date occurs.
	 
	 	(B)	 	For distributions with a Benefit Commencement Date
after the 2005 Plan Year, the annual amount of straight life annuity
commencing on the same Benefit Commencement Date that has the same
actuarially equivalent present value as the Participant’s form of payment
determined using the following, whichever provides the greatest annual
amount: (I) the mortality table and interest rate otherwise used under
the Plan for purposes of determining Actuarial Equivalence of such
optional form; (II) the “applicable mortality table” and an interest rate
of 5.5 percent; or (III) the “applicable mortality table” and the “417(e)
interest rate” determined as of the second calendar month preceding the
Plan Year in which the distribution is made, divided by 1.05. For
purposes of this subparagraph (B), the “417(e) interest rate” means the
adjusted first, second and third segment rates applied under Code Section
430(h)(2)(C), computed without regard to a 24 month average; provided,
however, that for Plan Years beginning in 2008, 2009, 2010, and 2011,
such rate shall be blended with the “applicable interest rate” described
in subparagraph (A) above, as provided in Code Section 417(e)(3)(D)(ii)
and (iii).






	 	(iii)	 	A form of payment is not subject to the requirements of Code
Section 417(e)(3) if the form of payment is either (A) a nondecreasing annuity
(other than a straight life annuity) payable for a period not less than the
life





 









 











	 		 	of the Participant (or in the case of a Qualified Preretirement Survivor
Annuity, the life of the Participant’s Spouse) or (B) an annuity that
decreases during the life of the Participant merely because of (I) the death
of the Participant’s Beneficiary under a joint and survivor annuity, but only
if the reduction is not below 50 percent of the benefit payable before the
death of the Beneficiary or (II) cessation or reduction of Social Security
supplements or qualified disability payments, as defined in Code Section
401(a)(11).
	 
	 	(iv)	 	No actuarial adjustment shall be made hereunder for (A)
survivor benefits payable to a surviving Spouse under a qualified joint and
survivor annuity to the extent such benefits would not be payable if the
Participant’s benefit were paid in another form, (B) benefits that are not
directly related to retirement benefits (such as qualified disability benefits,
preretirement incidental death benefits, and post-retirement medical benefits),
or (C) the inclusion in the form of payment of an automatic benefit increase
feature, provided that (I) the form of payment is not subject to Code Section
417(e)(3) and would otherwise satisfy the limitations of this Article X and
(II) the Plan provides that the amount payable under the form of payment in any
“limitation year” shall not exceed the limits of this Article X applicable as
of the Benefit Commencement Date, increased in subsequent years pursuant to
Code Section 415(d). For purposes of this Clause (C), an automatic benefit
increase feature is included in a form of payment if the form of payment
provides for automatic, periodic increases to benefits paid in that form.
	 
	 	(v)	 	If a Participant has or will have distributions commencing at
more than one Benefit Commencement Date, the “annual retirement benefit” shall
be determined as of each Benefit Commencement Date (and shall satisfy the
limitations of this Article X as of each such date), actuarially adjusting for
past and future distributions of benefits commencing as of other Benefit
Commencement Dates. For purposes of this paragraph (v), the determination of
whether a new Benefit Commencement Date has occurred shall be made without
regard to Treasury Regulations Section 1.401(a)-20, Q&A 10(d), but with regard
to Treasury Regulations Sections 1.415(b)-1(b)(1)(iii)(B) and (C).






	 	(d)	 	The “applicable mortality table” means the table prescribed by the Secretary of
the Treasury, which is the table specified in Revenue Ruling 2001-62.
	 
	 	 	 	Notwithstanding any other provision of the Plan, effective for Limitation Years
beginning on and after January 1, 2009, for purposes of adjusting any benefit or
limitation under Code Section 415(b)(2)(B), (C) or (D), the mortality table used
shall be the “applicable mortality table” within the meaning of Code Section
417(e)(3)(B).
	 
	 	(e)	 	“Defined benefit plan” and “defined contribution plan” have the meanings given
such terms in Code Section 415(k).




 









 












	 	(f)	 	“Defined benefit compensation limitation” means 100 percent of a Participant’s
average “415 compensation” for his high three consecutive calendar years of service. In
the case of a Participant who has fewer than 10 years of service with the Company or an
Employer, the “defined benefit compensation limitation” shall be multiplied by a
fraction, (i) the numerator of which is the number of years (or part thereof, but not
less than one) of service with the employer and (ii) the denominator of which is 10.
For purposes of this subsection, a Participant is credited with a “year of service”
(computed to fractional years) for each Plan Year for which he is credited with the
number of Hours of Service required to accrue Service under the terms of the Plan,
taking into account service with the Company and Employers, any “affiliated employer”,
or a “predecessor employer.” Notwithstanding the foregoing, a Participant shall be
credited with a year of service for each Plan Year during which he is absent from
employment because of permanent and total disability, as defined in Code Section
22(e)(3).
	 
	 	(g)	 	“Defined benefit dollar limitation” means $160,000, as adjusted , effective
January 1 of each year, under Code Section 415(d) in such manner as the Secretary of
the Treasury shall prescribe, and payable in the form of a straight life annuity. A
limitation adjusted under Code Section 415(d) will apply to “limitation years” ending
with or within the calendar year for which the adjustment applies. A Participant’s
“annual retirement benefit” shall not be adjusted to reflect increases in the “defined
benefit dollar limitation” effective for “limitation years” beginning after the
“limitation year” in which his termination occurred.





     The “defined benefit dollar limitation” shall be adjusted as follows:




	 	(i)	 	If the Participant has fewer than 10 years of participation in
the Plan, the “defined benefit dollar limitation” shall be multiplied by a
fraction, (i) the numerator of which is the number of years (or part thereof,
but not less than one) of participation in the Plan and (ii) the denominator of
which is 10. For purposes of this paragraph (i), a Participant is credited with
a “year of participation” (computed to fractional years) for each Plan Year for
which he is credited with a year (or fraction of a year) of Service, provided
that (A) he is included as a Participant under the eligibility provisions of
the Plan for at least one day of such Plan Year and (B) the Plan is established
no later than the last day of such Plan Year. Notwithstanding the foregoing, a
Participant shall be credited with a year of participation for each Plan Year
during which he is absent from employment because of permanent and total
disability, as defined in Code Section 22(e)(3). No more than one year of
participation shall be credited for a Plan Year.
	 
	 	(ii)	 	If the benefit of a Participant begins prior to age 62, the
“defined benefit dollar limitation” applicable to the Participant at such
earlier age is an annual benefit payable in the form of a straight life annuity
beginning at the Participant’s Benefit Commencement Date that is:




 









 












	 	(A)	 	For “limitation years” beginning before July 1,
2007, the actuarial equivalent of the “defined benefit dollar limitation”
(adjusted under (i) above, if required) determined using the following
factors, whichever produces the lesser annual amount: (I) the interest
rate and mortality table (or other tabular factor) specified in Section
6.2 or 7.3, as applicable, for adjusting benefits for early commencement
or (II) the “applicable mortality table” and an interest rate of 5
percent.
	 
	 	(B)	 	For “limitation years” beginning on or after July
1, 2007, the following, as applicable:






	 	(I)	 	If the plan does not provide an
immediately commencing straight life annuity commencing at both
age 62 and the Participant’s age at his Benefit Commencement Date,
the actuarial equivalent of the “defined benefit dollar
limitation” (adjusted under (i) above, if required) determined
using the “applicable mortality table” (expressing the
Participant’s age based on completed calendar months as of the
Benefit Commencement Date) and an interest rate of 5 percent.
	 
	 	(II)	 	If the plan does provide an
immediately commencing straight life annuity commencing at both
age 62 and the Participant’s age at his Benefit Commencement Date,
the lesser of: (a) the amount determined under (I) above or (b)
the “defined benefit dollar limitation” (adjusted under (i) above,
if required ) multiplied by the ratio of the annual amount of the
immediately commencing straight life annuity under the Plan at the
Participant’s Benefit Commencement Date to the annual amount of
the immediately commencing straight life annuity under the Plan at
age 62, both determined without applying the limitations of this
Article X.






	 	 	 	Any decrease in the “defined benefit dollar limitation” determined in accordance with this
paragraph (ii) shall not reflect a mortality decrement if benefits are not forfeited upon
the death of the Participant. If any benefits are forfeited upon death, the full mortality
decrement is taken into account. For this purpose, no forfeiture is treated as occuring upon
the Participant’s death if the Plan does not charge Participants for providing Qualified
Preretirement Survivor Annuity coverage.






	 	(iii)	 	If the benefit of a Participant begins after the
Participant attains age 65, the “defined benefit dollar limitation”
applicable to the Participant at the later age is an annual benefit
payable in the form of a straight life annuity beginning at the Benefit
Commencement Date that is:




 









 












	 	(A)	 	For “limitation years” beginning
before July 1, 2007, the actuarial equivalent of the “defined
benefit dollar limitation” (adjusted under (i) above, if required)
determined using the following factors, whichever provides the
lesser amount: (I) the interest rate and mortality table (or other
tabular factor) used under the Plan to determine Actuarial
Equivalence for purposes of delayed retirement or (II) the
“applicable mortality table” and an interest rate of 5 percent.
	 
	 	(B)	 	For “limitation years” beginning on
or after July 1, 2007, the following, as applicable:






	 	(I)	 	If the Plan does not
provide an immediately commencing straight life annuity
commencing at both age 65 and the Participant’s age at his
Benefit Commencement Date, the actuarial equivalent of the
“defined benefit dollar limitation” (adjusted under (i)
above, if required) determined using the “applicable
mortality table” (expressing the Participant’s age based on
completed calendar months as of the Benefit Commencement
Date) and an interest rate of 5 percent.
	 
	 	(II)	 	If the Plan does provide
an immediately commencing straight life annuity commencing
at both age 65 and the Participant’s age at his Benefit
Commencement Date, the lesser of: (a) the amount determined
under (I) above or (b) the “defined benefit dollar
limitation” (adjusted under (i) above, if required )
multiplied by the ratio of the annual amount of the adjusted
immediately commencing straight life annuity under the Plan
at the Participant’s Benefit Commencement Date to the annual
amount of the adjusted immediately commencing straight life
annuity under the Plan at age 65, both determined without
applying the limitations of this Article X. The adjusted
immediately commencing straight life annuity at the
Participant’s Benefit Commencement Date is the annual amount
of such annuity payable to the Participant computed
disregarding accruals after age 65, but including actuarial
adjustments even if those adjustments are used to offset
accruals and the adjusted immediately commencing straight
life annuity under the Plan at age 65 is the annual amount
of such annuity that would be payable to a hypothetical
Participant who is age 65 and has the same Accrued Benefit
as the Participant.






	 	 	 	Any adjustment to the “defined benefit dollar limitation” determined in accordance
with this paragraph (iii) shall not reflect a mortality decrement if





 









 











	 	 	 	benefits are not forfeited upon the death of the Participant. If any benefits are
forfeited upon death, the full mortality decrement is taken into account. For this
purpose, no forfeiture is treated as occuring upon the Participant’s death if the
Plan does not charge Participants for providing Qualified Preretirement Survivor
Annuity coverage.
	 
	 	(h)	 	A Participant’s “415 compensation” with respect to a calendar year means his
wages, salaries, fees for professional service, and all other amounts received for
personal services actually rendered in the course of employment with the Company, an
Employer or an “affiliated employer” paid to him for such period, but excluding (i)
contributions (other than elective contributions described in Code Section 402(e)(3),
408(k)(6), 408(p)(2)(A)(i), or 457(b)) made on behalf of the Participant by the
Company, an Employer or an “affiliated employer” to a plan of deferred compensation
(including a simplified employee pension described in Code Section 408(k) or a simple
retirement account described in Code Section 408(p)), whether or not qualified, to the
extent that, before application of the limitations of Code Section 415 to such plan,
the contributions are not includable in the gross income of the Participant for the
taxable year in which contributed, (ii) any distributions from a plan of deferred
compensation, whether or not qualified, (except amounts received pursuant to an
unfunded non-qualified plan in the year such amounts are includable in the gross income
of the Participant), (iii) amounts realized from the exercise of a non-qualified option
or when restricted stock or other property held by the Participant either becomes
freely transferable or is no longer subject to substantial risk of forfeiture, (iv)
amounts received from the sale, exchange or other disposition of stock acquired under a
qualified stock option, (v) any other amounts that receive special tax benefits, such
as premiums for group term life insurance (but only to the extent that the premiums are
not includable in the gross income of the Participant and are not salary reduction
amounts that are described in Code Section 125), and (vi) other items that are similar
to the items listed in (i) through (v) above.
	 
	 	 	 	“415 compensation” includes (i) any elective deferral, as defined in Code Section
402(g)(3) and (ii) any amount contributed or deferred by the Company or an Employer
at the Participant’s election which is not includable in the Participant’s gross
income by reason of Code Section 125, 132(f)(4), or 457.
	 
	 	 	 	If a Participant has a severance of employment with the Company, an Employer and all
“affiliated employers”, “415 compensation” does not include amounts received by the
Participant following such severance of employment except amounts paid before the
later of (a) the close of the “limitation year” in which the Participant’s
employment terminates or (b) within 2 1/2 months of such severance if such amounts
would otherwise have been paid to the Participant in the course of his employment
and are regular compensation for services during the Participant’s regular working
hours, compensation for services outside the Participant’s regular working hours
(such as overtime or shift differential pay), commissions, bonuses, or other similar
compensation





 









 











	 	 	 	For purposes of this subsection, a Participant will not be considered to have
incurred a severance from employment if his new employer continues to maintain the
plan with respect to such Participant.
	 
	 	 	 	In no event, however, shall the compensation of a Participant taken into account
under the Plan for any calendar year exceed the Code Section 401(a)(17) limit in
effect for such calendar year ($225,000 for calendar year beginning in 2007,
subject to adjustment annually as provided in Code Section 401(a)(17)(B) and Code
Section 415(d). Effective for calendar years beginning on and after July 1, 2007,
the limit described in this paragraph shall be applied annually to “415
compensation” earned in such calendar year and “415 compensation” for a calendar
year shall not increase as a result of an increase in the Code Section 401(a)(17)
limit applicable to future calendar years.
	 
	 	 	 	To be included in a Participant’s “415 compensation” for a particular calendar year,
an amount must have been received by the Participant (or would have been received,
but for the Participant’s election under Code Section 125, 132(f)(4), 401(k),
402(h)(1)(B), 403(b), 408(p)(2)(A)(i), or 457) within such calendar year.
Notwithstanding the foregoing, amounts earned during a particular calendar year that
are not paid until the subsequent calendar year because of the timing of pay periods
and pay dates, are included in “415 compensation” for the calendar year in which
they were earned if (1) the amounts are paid within the first few weeks of the next
calendar year, (2) are included on a uniform and consistent basis with respect to
similarly-situated employees, and (3) are not also included as “415 compensation” in
the subsequent calendar year.
	 
	 	 	 	Notwithstanding any other provision of the Plan, effective for Limitation
Years beginning on and after January 1, 2009, if a Participant is absent
from employment as an Employee to perform service in the uniformed services
(as defined in Chapter 43 of Title 38 of the United States Code), his
Section 415 Compensation shall include any differential pay he receives or
is entitled to receive from his employer. For purposes hereof,
“differential pay” means any payment described in Code Section 3401(h)(2) as
a payment made to the Participant by the Company or an Employer with
respect to a period during which the Participant is performing service in
the uniformed services while on active duty for a period of more than 30
days that represents all or a portion of the wages the Participant would
have received if he had continued employment with the Company or an Employer
as an Employee, provided such payments are made to all employees of the
Employer and “affiliated employers” on reasonably equivalent terms and are
included in compensation for all qualified retirement plans of the Company,
the Employers and such “affiliated employers” on reasonably equivalent
terms.
	 
	 	(i)	 	The “limitation year” means the calendar year.




 









 












	 	(j)	 	A “predecessor employer” means (1) any former employer with respect to which
the Company, an Employer or “affiliated employer” maintains a plan that provides
benefits that the Participant accrued while performing services for such other employer
or (2) a former entity that antedates the Company, an Employer or an “affiliated
employer” if under the facts and circumstances the Company, an Employer or an
“affiliated employer” constitutes a continuation of all or a part of the trade or
business of the former entity.





     10.2 Maximum Limitation on Annual Benefits.



     The “aggregate annual retirement benefit” payable to a Participant may not at any time within
any “limitation year” exceed the lesser of the “defined benefit compensation limitation” or the
“defined benefit dollar limitation”; provided, however, that the “aggregate annual retirement
benefit” accrued or payable to a Participant shall be deemed not to exceed such limits if:




	 	(a)	 	The “aggregate annual retirement benefit” payable for a “limitation year” under
any available form of payment does not exceed $10,000 multiplied by a fraction, the
numerator of which is the Participant’s number of years of Service (as defined in
Section 1.35 above with respect to the “defined benefit compensation limitations”), not
to exceed 10 years of service, and the denominator of which is 10; and
	 
	 	(b)	 	The Company, all Employers, all “affiliated employers”, and any “predecessor
employer” have not at any time maintained a separate “defined contribution plan” in
which the Participant participated.





     10.3 Grandfather Prior Benefits.



     Notwithstanding any other provision of this Article X to the contrary, in no event will
application of the limits contained in this Article X reduce the “aggregate annual retirement
benefit” accrued or payable to a Participant below the “aggregate annual retirement benefit”
accrued or payable to the Participant as of the end of the last “limitation year” beginning before
July 1, 2007 under the provisions of the Plan adopted and in effect before April 5, 2007, provided
that such provisions satisfied the requirements of Code Section 415 and the regulations and
published guidance issued thereunder in effect as of the end of the last “limitation year”
beginning before July 1, 2007, as provided in Treasury Regulations Section 1.415(a)-1(g)(4).



     10.4 Manner of Reduction.



     If a Participant’s “annual retirement benefit” that would otherwise accrue or be payable for a
“limitation year” would exceed the limitations specified in this Article, his “annual retirement
benefit” accrued or payable for such “limitation year” shall be reduced to the extent necessary. If
a Participant is also covered by another “defined benefit plan” required to be aggregated with the
Plan under Treasury Regulations Section 1.415(f)-1 and his “aggregate annual retirement benefit”
that would otherwise accrue or be payable for a “limitation year”
would exceed the limitations of this Section, his “annual retirement benefit” accrued or payable
for such “limitation year” shall be reduced by an amount equal to the amount by which his
“aggregate annual retirement benefit” for such “limitation year” would exceed the limitations of



 









 




this Section multiplied by a fraction, the numerator of which is his “annual retirement benefit”
(determined without regard to this Section) and the denominator of which is his “aggregate annual
retirement benefit” (determined without regard to the limitations of this Section or any
corresponding limitation in any other “defined benefit plan” maintained by an Employer, any
“affiliated employer,” or any predecessor employer”).




     If the limitations contained in this Article X are nevertheless exceeded with respect to a
Participant for any “limitation year,” correction shall be made in accordance with the Employee
Plans Compliance Resolution System, as set forth in Revenue Procedure 2006-27, or any superseding
guidance.



SECTION 11-ADMINISTRATION




     11.1 Designation of Fiduciaries. The persons designated in Sections 11.2, 11.3 and
11.5, and the persons they designate to carry out or help to carry out their duties or
responsibilities are fiduciaries under the Plan and Fund. Each fiduciary has only those duties or
responsibilities specifically assigned to him under the Plan or Fund or delegated to him by another
fiduciary. Each fiduciary may assume that any direction, information or action of another
fiduciary is proper and need not inquire into the propriety of any such action, direction or
information. Except as provided by law, no fiduciary will be responsible for the malfeasance,
misfeasance or nonfeasance of any other fiduciary. Any fiduciary may participate in the Plan,
provided he otherwise is eligible to do so. Except as permitted by law, no Employee or director
shall receive any compensation from the Plan or Fund for his services as a fiduciary.



     11.2 Board. The Board will appoint the members of the Corporate Benefits Committee,
act on any matter referred by the Corporate Benefits Committee under Subsection 11.3(c) and receive
and review reports submitted periodically by the Corporate Benefits Committee concerning
administration of the Plan and Fund.



     11.3 Corporate Benefits Committee.




	 	(a)	 	Designation. The Board will name the members of the
Corporate Benefits Committee and will fix the number of its members.
	 
	 	(b)	 	Purpose. The Corporate Benefits Committee will control
and administer the Plan.
	 
	 	(c)	 	Powers. The Corporate Benefits Committee has all
powers necessary to carry out its purposes, including the following:






	 	(1)	 	administer the Plan in accordance with its
terms and conditions;
	 
	 	(2)	 	establish the rules, regulations and procedures
it finds necessary or appropriate to discharge its duties;
	 
	 	(3)	 	adopt or amend the Plan and any trusts or
insurance contracts used to fund the Plan;




 









 












	 	(4)	 	interpret the Plan, including supplying any
omissions in accordance with the intent of the Plan;
	 
	 	(5)	 	decide all questions concerning eligibility of
any Employee to become a Participant;
	 
	 	(6)	 	compute the amount of benefits and determine to
whom such benefits will be paid;
	 
	 	(7)	 	authorize or deny the payment of Plan benefits;
	 
	 	(8)	 	delegate its powers and duties to others as it
sees fit, including:






	 	(i)	 	the preparation and filing of all
reports with governmental agencies;
	 
	 	(ii)	 	the preparation and distribution of
booklets, announcements, reports and descriptions of the Plan to
Employees, as required by law;
	 
	 	(iii)	 	the maintenance of all records
relating the Plan and Fund;
	 
	 	(iv)	 	the establishment and administration
of a uniform claims procedure; and
	 
	 	(v)	 	the performance of all other duties
necessary to administer the Plan;






	 	(9)	 	employ those accountants, actuaries, agents,
consultants, physicians and attorneys (who may be counsel to the
Company) it finds necessary, and to receive and evaluate their reports;
	 
	 	(10)	 	review bonding and insurance requirements;
	 
	 	(11)	 	designate an agent for service of legal process
upon the Plan;
	 
	 	(12)	 	review and implement long-term planning in
developing modifications of the Plan;
	 
	 	(13)	 	establish and enforce the rules, regulations,
procedures, investment policies and investment programs it considers
desirable;
	 
	 	(14)	 	receive and evaluate monthly, quarterly and
annual reports of Trustees, investment managers and investment
advisers;
	 
	 	(15)	 	review the performance of the trustees,
investment managers and/or investment advisers at least quarterly;




 









 












	 	(16)	 	allocate the amount of assets to be managed by
each trustee, investment manager and investment adviser;
	 
	 	(17)	 	accept or reject rollover amounts;
	 
	 	(18)	 	establish any accounts called for by the Plan
or Fund;
	 
	 	(19)	 	report at least annually to the Company on the
investment performance of the Fund;
	 
	 	(20)	 	appoint, remove or replace other fiduciaries
including the trustee (or insurance company which holds Plan assets),
investment managers or investment advisers;
	 
	 	(21)	 	approve the amount of Pay-Based Credits to be
made to the Plan or approve discontinuance of Pay-Based Credits to the
Fund;
	 
	 	(22)	 	discontinue or terminate the Plan and any
trusts or insurance contracts used to fund the Plan; and
	 
	 	(23)	 	perform any other act or acts necessary to the
performance of its powers and duties.






	 	(d)	 	Resignation, Removal and Designation of Successor. The Company may
remove any member of the Corporate Benefits Committee at any time. Any member of the
Corporate Benefits Committee may resign at any time by delivering his written
resignation to the Company and the Corporate Benefits Committee. New members will be
named by the Company. Any new member will have the same rights, powers, privileges,
immunities and duties as the other members of the Corporate Benefits Committee. The
Corporate Benefits Committee must promptly notify the Funding Agent of any change in
its membership.





     11.4 Action of Committee. Any act authorized, permitted or required to be taken by
the Corporate Benefits Committee may be taken by a majority of its members, either by vote at a
meeting or in writing without a meeting. All members must be notified of the proposed action and
must have an opportunity to vote. A majority of the members of the Corporate Benefits Committee
constitutes a quorum. All notices, advices, directions, certifications, approvals and instructions
required or authorized to be given by the Corporate Benefits Committee must be in writing and
signed (a) by a majority of the members of the Corporate Benefits Committee, (b) by the member or
members of the Corporate Benefits Committee designated as having authority to execute documents on
its behalf or (c) by a person authorized to act for the Corporate Benefits Committee under
Subsection 11.3(c)(8).



     11.5 Funding Agent.




	 	(a)	 	Designation. The Corporate Benefits Committee will appoint the Funding
Agent.




 









 












	 	(b)	 	Powers and Duties. The Funding Agent has the duties and powers set
forth in the agreement executed by the Company and the Funding Agent.





     11.6 Employer Records. The Corporate Benefits Committee may inspect the Company’s
books and records to determine any fact in connection with acts to be performed by it under the
Plan, or it may rely on the Company’s statement. If the Corporate Benefits Committee wants any
statement certified, it may rely on a certification of the Company or an Employer, as appropriate.



     11.7 Indemnification. All fiduciaries designated in Section 11.1 other than a bank or
trust company or any insurance company acting as a Funding Agent and anyone else delegated any
power, authority or responsibility under this Article, have all rights of indemnification provided
by law or agreement or under the Company’s Articles of Incorporation, regulations or by-laws. In
addition, the Company will satisfy any liability actually and reasonably incurred by all
fiduciaries, other than a bank or trust company or an insurance company acting as Funding Agent,
including expenses, attorneys’ fees, judgments, fines and amounts paid in settlement, in connection
with any threatened, pending, or completed action, suit or proceeding related to their exercise or
failure to exercise any of the powers, authority, responsibilities or discretion provided under the
Plan and the Fund, or reasonably believed by them to be provided thereunder, any action taken by
them in connection with those matters if they acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interest of the Plan, and with respect to any criminal
action or proceeding, if they had no reasonable cause to believe that their conduct was unlawful.



     11.8 Discrimination Prohibited. In exercising any discretionary or absolute authority
under the Plan, the Corporate Benefits Committee will act in a consistent and nondiscriminatory
manner, treating all persons in similar circumstances in a similar manner. The Corporate Benefits
Committee may take no action which would discriminate in favor of Participants, Beneficiaries or
Employees who are officers, shareholders or highly compensated employees, or which would result in
benefiting one employee or group of employees at the expense of others similarly situated.


     11.9
Representation in Proceedings. In any court proceeding arising under the Plan,
the Corporate Benefits Committee will be the representative of the Participants,
Beneficiaries and all others claiming any interest under the Plan.



     11.9 Time of Delivery. Any information, forms of election, rejection or other
materials required to be filed or delivered by a Participant or Beneficiary to the Company, an
Employer or any fiduciary will be deemed filed or delivered when received. Any consents,
approvals, information, requests for information or other materials required to be filed or
delivered to a Participant or Beneficiary by the Company or an Employer for any fiduciary will be
deemed filed or delivered on the earlier of the date of personal delivery or the date deposited in
first class mail. Any information or other materials required to be filed or delivered to the
Company, an Employer or any fiduciary by the Company, an Employer or any fiduciary will be deemed
filed or delivered when actually received.




 











 





     11.10 Appeals from Denial of Claims. If any claim for benefits under the Plan is
wholly or partially denied, the claimant shall be given notice, in writing, within a reasonable
period of time after receipt of the claim by the Plan (not to exceed 90 days after receipt of the
claim or, if special circumstances require an extension of time, written notice of the extension
shall be furnished to the claimant, and an additional 90 days will be considered reasonable), by
registered or certified mail, of such denial, written in a manner calculated to be understood by
the claimant, setting forth the following information:




	 	(a)	 	the specific reasons for such denial;
	 
	 	(b)	 	specific reference to pertinent Plan provisions on which the
denial is based;
	 
	 	(c)	 	a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of why such
material or information is necessary; and
	 
	 	(d)	 	an explanation of the Plan’s claim review procedure. The
claimant also shall be advised that he or his duly authorized representative
may request a review by the Committee of the decision denying the claim by
filing with the Committee, within 60 days after such notice has been received
by the claimant, a written request for such review, and that he may review
pertinent documents and submit issues and comments in writing within the same
60-day period. If such request is so filed, such review shall be made by the
Committee within 60 days after receipt of such request, unless special
circumstances require an extension of time for processing, in which case the
claimant shall be so notified, and a decision shall be rendered as soon as
possible, but not later than 120 days after receipt of the request for review.
The claimant shall be given written notice of the decision resulting from such
review, which notice shall include specific reasons for the decision, written
in a manner calculated to be understood by the claimant, and specific
references to the pertinent Plan provisions on which the decision is based.





SECTION 12-ADOPTION OF PLAN BY EMPLOYERS




     12.1 Procedure. Any Employer may adopt this Plan for the benefit of its Employees,
with the consent of the Corporate Benefits Committee. In adopting this Plan, the Employer may,
with the consent of the Committee, elect to provide for some benefits to be under a special formula
for some or all of its employees. Such benefit variations will be detailed in addenda which are
deemed a part of this Plan with respect to such Employees. The Employer desiring to adopt the Plan
shall submit a certified copy of the resolution of its board of directors to the Company, stating
its desire to adopt said Plan for its Employees and the effective date thereof. All contributions
made by the Company and each
Employer shall become a part of the Fund and shall be held by the Funding Agent subject to the
terms and provisions of the Plan.



 









 





     12.2 Effect. In addition to subjecting it to the provisions of this Plan, the
adoption of the Plan and Fund by the Employer’s Board of Directors shall also constitute the
automatic delegation by it to the Corporate Benefits Committee of full authority to amend, alter or
modify the Plan, and any such amendment, alteration or modification made by the Corporate Benefits
Committee shall be binding upon and effective with respect to each Employer.



     12.3 Withdrawal of an Employer. Any Employer shall, upon ceasing to be an Employer,
or may, without ceasing to be an Employer, through the action of its Board of Directors, withdraw
from the Plan.



SECTION 13-SUCCESSOR COMPANY




     13.1 Successor Company. In the event of the dissolution, merger, consolidation or
reorganization of the Company, provision may be made by which the Plan and Fund will be continued
by the successor; and, in that event, such successor shall be substituted for the Company under the
Plan. The substitution of the successor shall constitute an assumption of Plan liabilities by the
successor and the successor shall have all of the powers, duties and responsibilities of the
Company under the Plan.



SECTION 14-GENERAL PROVISIONS




     14.1 Construction. In the construction of the Plan the masculine shall include the
feminine and the singular the plural in all cases where such meaning would be appropriate. The
headings and sub-headings in this Plan (other than in Section 1) have been inserted for convenience
of reference only, and are to be ignored in any construction of the provisions hereof. All
references to specific sections of the Code are references to such sections as contained in the
Internal Revenue Code of 1986 (Title 26 of the United States Code), and shall be deemed to be
references to such sections as they may be amended or superseded, and to the corresponding sections
or provisions, if any, of any subsequent United States Code, as appropriate at the time of
reference. Except as required by ERISA or any other applicable law of the United States of
America, the Plan and Fund shall be construed, governed, regulated and administered according to
the laws of the State of Ohio.



     14.2 Employment. Participation in the Plan shall not give any Employee the right to
be retained in the employ of the Company or an Employer, or, upon dismissal or upon his voluntary
termination of employment, to have any right, legal or equitable, under this Plan or in the Fund or
any portion thereof, except as expressly granted by this Plan.



     14.3 Benefits Supported Only by Fund. Except as may be otherwise provided under Title
IV of ERISA, any person having any claim under the Plan will look solely to the assets of the Fund
for the satisfaction thereof and
the Company, the Employers, the Corporate Benefits Committee, the Funding Agent, or any of their
stockholders, officers, members of their boards of directors, or agents, shall not be liable in
their individual capacities to any person whomsoever.



     14.4 Spendthrift Clause. Except as provided in Code Section 401(a)(13), Code Section
401(a)(13)(C) and (D), Section 1.401(a)-13(b)(2) of Treasury Regs. or as otherwise required by law,
no benefit under the Plan shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment (either in law or in equity), pledge, encumbrance or charge, and any attempt



 









 




to so anticipate, alienate, sell, transfer, assign (either in law or in equity), pledge, encumber
or charge the same shall be void, and no such benefit shall in any manner be liable for or subject
to the debts, liabilities, engagements or torts of the person entitled to such benefit, except as
specifically provided in the Plan. Any other provision of the Plan to the contrary
notwithstanding, however, the creation, assignment, or recognition of a right to any benefit
payable with respect to an Employee pursuant to a “qualified domestic relations order” (as defined
in Subsection 414(p) of the Code) shall not be treated as an assignment or alienation prohibited by
this Section 14.4, and if a qualified domestic relations order requires the distribution of all or
part of an Employee’s benefits under the Plan, the establishment or acknowledgment of the alternate
payee’s right to benefits under the Plan in accordance with the terms of such qualified domestic
relations order shall in all events be deemed to be consistent with the terms of the Plan. Changes
to this provision to include the exceptions in Code Section 401(a)(13)(C) and (D) are effective for
judgments, orders and decrees issued and settlement agreements entered into on or after August 5,
1997.




     14.5 Benefits Payable to Incompetents. If any recipient of benefits is, in the
judgment of the Corporate Benefit Committee, legally incapable of personally receiving and giving a
valid receipt for any payment due him under the Plan, the Corporate Benefits Committee may, unless
and until claims shall have been made by a duly appointed guardian or committee of such person,
make such payment or any part thereof to such person’s Spouse, children, or other legal entity
deemed by the Corporate Benefits Committee to have incurred expenses or assumed responsibility for
the expenses of such person. Any payments so made shall be a complete discharge of any liability
under the Plan for such payment.



     14.6 Expenses. The Company and/or the Employers may pay all expenses incurred in the
administration of the Plan, including expenses and fees of the Funding Agent, but they shall not be
obligated to do so. Any such expenses and fees not so paid by the Company and/or the Employers
shall be paid from the Fund.



     14.7 Non-Discrimination. The Corporate Benefits Committee shall administer the Plan
and Fund in a uniform and consistent manner with respect to all persons similarly situated and
shall not permit discrimination in favor of highly compensated employees (within the meaning of
section 414(q) of the Code).



     14.8 Purchase of Annuity Contracts. Notwithstanding any provision of the Plan to the
contrary, any benefit specified herein may be provided, by direction from the Corporate Benefits
Committee to the Funding Agent,
through the means of an annuity contract purchased from such life insurance company as the
Committee may direct.



     14.9 Failure of Plan to Qualify. No right or interests under the Plan shall come into
existence for the Company or an Employer unless and until the Plan is initially determined by the
Internal Revenue Service to be a qualified plan with respect to the Company or an Employer under
Section 401(a) of the Code, and that the Fund is exempt from tax under Section 501(a) thereof,
provided however, that until the Internal Revenue Service reaches a determination respecting the
status of this Plan and Fund with respect to the Company or an Employer, persons who retire, or
whose service is otherwise terminated subsequent to the Effective Date, shall receive their
benefits as if the Plan and Fund had been the subject of a favorable determination.



 









 





     14.10 Special Rules Relating to Veterans’ Reemployment Rights under USERRA. Effective
December 12, 1994, notwithstanding any provision of this Plan to the contrary, contributions,
benefits and service credit with respect to qualified military service will be provided in
accordance with section 414(u) of the Internal Revenue Code.



     14.11 Death During Qualified Military Service. Notwithstanding any other provision of
the Plan, effective for Participant deaths on or after January 1, 2007, if a Participant who is
absent from employment as an Employee because of military service dies while performing qualified
military service (as defined in Code Section 414(u)), the Participant shall be treated as having
returned to employment as an Employee on the day immediately preceding his death for purposes of
determining the Participant’s vested interest in his Accrued Benefit and his Beneficiary’s
eligibility for a survivor benefit under the Plan. Notwithstanding any other provision of the
Plan, the Plan shall not provide for additional accruals for a Participant who dies (or becomes
disabled) during his period of qualified military service.



SECTION 15-IN THE EVENT THE PLAN BECOMES TOP-HEAVY




     15.1 Special Definitions. For purposes of this Section 15, the following terms shall
have the following meanings:




	 	(a)	 	“Code” means the Internal Revenue Code of 1986, as amended from time to time.
	 
	 	(b)	 	“Key Employee” means a Participant or former Participant who is a “key
employee” as defined in Section 416(i) of the Code.
	 
	 	(c)	 	“Determination Date” means, with respect to any Plan Year, the last day of the
preceding Plan Year, except that the Determination Date with respect to the first Plan
Year shall be the last day of that Plan Year.
	 
	 	(d)	 	“Plan Year” has the meaning set forth in Section 1.33.
	 
	 	(e)	 	“Present Value of Accrued Benefits” means, as of a given Determination Date,
the present value, as of the most recent Valuation Date which is within a 12-month
period ending on the Determination Date, of the benefits accrued under the Plan as of
such Valuation Date with respect to a Participant determined as if such Participant
terminated service as of such Valuation Date. The determination of the Present Value
of Accrued Benefits shall be based on the actuarial assumptions used by the Plan’s
actuary in the actuarial valuation as of such Valuation Date.
	 
	 	(f)	 	“Required Aggregation Group” means with respect to a given Plan Year, this Plan
and all other plans of the Company which, in the aggregate, meet the requirements of
the definition contained in Section 416(g)(2)(A)(i) of the Code.
	 
	 	(g)	 	“Valuation Date” means, with respect to a given Plan Year, the same valuation
date used for computing Plan costs for minimum funding purposes, regardless of whether
a valuation is performed that year.




 









 












	 	(h)	 	“Permissive Aggregation Group” means, with respect to a given Plan Year, this
Plan and all other plans of the Company which may be aggregated in accordance with
Section 416(g)(2)(A)(ii) of the Code.
	 
	 	(i)	 	“Top-Heavy” means, with respect to the Plan for a Plan Year (1) that the
Present Value of Accrued Benefits of Key Employees exceeds 60% of the Present Value of
Accrued Benefits of all Participants, or (2) the Plan is part of a Required Aggregation
Group and such Required Aggregation Group is a Top-Heavy Group, unless the Plan or such
Top-Heavy Group is itself part of the Permissive Aggregation Group which is not a
Top-Heavy Group.
	 
	 	(j)	 	“Top-Heavy Group” means, with respect to a given Plan Year, a group of Plans of
the Company which, in the aggregate, meet the requirements of the definition contained
in Section 416(g)(2)(B) of the Code. If there are two or more defined benefit plans,
the actuarial assumptions used to determine if there is a Top-Heavy Group must be the
same for all Plans within the group.





     15.2 Special Top-Heavy Rules. Notwithstanding any other provisions of the Plan to the
contrary, the following provisions of this Section 15.2 shall automatically become operative and
shall supersede any conflicting provisions of the Plan, if, in any Plan Year, the Plan is
Top-Heavy.




	 	(a)	 	The minimum monthly normal retirement income for a Participant who is not a Key
Employee, commencing at his Normal Retirement Date, shall equal the lesser of (i)
product of (1) 2% of his average monthly Compensation during his five highest-paid
consecutive calendar years of Service, multiplied by (2) the number of his years of
Service after August 1, 1986 (to a maximum of 10 such years), disregarding for this
purpose any such year during which the Plan is not Top-Heavy.
	 
	 	(b)	 	In the event of the termination of employment (other than by death or
retirement) of a Participant who had completed at least three years of Service, such
Participant shall be 100% vested and shall be entitled to retirement income
commencing on his Normal Retirement Date, determined in accordance with Section 4.1
(or, if greater Subsection (a) above).
	 
	 	(c)	 	For any Plan Year in which the Plan is Top-Heavy, Compensation means an amount,
determined by application of Treasury Regulation Section 1.415-2(d), and shall in no
event exceed $150,000 or such higher amount in effect in accordance with such
applicable provisions of the Code.
	 
	 	(d)	 	If the Plan becomes Top-Heavy and subsequently ceases to be such, the vesting
schedule in Subsection (b) above shall continue to apply in determining the rights to
benefits of any Participant who had at least three years of Service as of the last day
of the last Plan Year in which the Plan was Top-Heavy. For other Participants, said
schedule shall apply only to their accrued benefits as of such last day of such Plan
Year.




 









 












	 	(e)	 	In order to comply with the requirements of Section 416(h) of the Code, in the
case of a Participant who is or has also participated in a defined contribution plan of
the Company (or any other company required to be aggregated with the Company in
accordance with Section 415(h) of the Code) in any Plan Year in which the Plan is
Top-Heavy there shall be imposed the following limitation in addition to any limitation
which may be imposed in accordance with Section 10. In any such year, for purposes of
satisfying the aggregate limit on contributions and benefits imposed by Section 415(e)
of the Code, benefits payable from the Plan shall, except as hereinafter provided, be
reduced so as to comply with a limit determined in accordance with Section 415(e) of
the Code, but based on the assumption that the number 1.0 is substituted for the number
1.25 in the definition of the “defined benefit plan fraction” (as defined in Section
415(e)(2) of the Code) and in the “defined contribution plan fraction” (as defined in
Section 415(e)(3) of the Code). Notwithstanding the foregoing, if the application of
the additional limitation set forth in this Subsection (e) would result in the
reduction of accrued benefits of any Participant under this Plan, such additional
limitation shall not become operative, so long as (1) no additional Company
contributions, forfeitures or voluntary nondeductible contributions are allocated to
such Participant’s accounts under any defined contribution plan maintained by the
Company and (2) no additional benefits accrued to such Participant under any defined
benefit plan maintained by the Company, including this Plan. Accordingly, in any Plan
Year that the Plan is Top-Heavy, no additional benefits shall accrue under this Plan on
behalf of any Participant whose overall benefits under this Plan would otherwise be
reduced in accordance with the limitation imposed by this Subsection (e).
	 
	 	(f)	 	In the event that Congress should provide by statute, or the Treasury
Department should provide by regulation or ruling, that the limitations provided in
this Section 15 are no longer necessary for the Plan to meet the requirements of
Section 401 or other applicable provisions of the Internal Revenue Code in effect, such
limitations shall become void and shall no longer apply, without the necessity of
further amendment to the Plan.




 









 











APPENDIX A




Specified Basis for Determination of Actuarial Equivalents


Except as otherwise specified in the Plan, Actuarial Equivalents shall be determined on the
following basis:





	 	1.	 	Mortality Table
	 
	 	 	 	(a) For distributions with a Benefit Commencement Date prior to October 1, 2002, the
1983 Group Annuity Mortality Table, weighted 50% males and 50% females, shall be
used for converting an Accrued Benefit for an Early or Normal Retirement Benefit.
The UP 1984 Table, as published, shall be used to determine optional forms of
benefits provided under the Plan.
	 
	 	 	 	(b) For distributions with a Benefit Commencement Date on or after October 1, 2002,
the applicable mortality table used for purposes of converting Participants’ Accrued
Benefits into a lump sum benefit payable under the Plan and for purposes of
determining the Actuarial Equivalent of a deferred payment shall be the mortality
table prescribed in Rev. Rul. 2001-62 for all purposes under the Plan.
	 
	 	 	 	(c) Notwithstanding the foregoing, effective for distributions with an Benefit
Commencement Date on and after January 1, 2008 the mortality table for purposes of
determining the amount payable in a form under the Plan that is subject to the
requirements of Code Section 417(e)(3) shall be the “applicable mortality table” as
defined under Code Section 417(e)(3)(B) and as in effect for the Plan Year in which
the distribution is made to the Participant or Beneficiary.
	 
	 	2.	 	Interest Rate
	 
	 	 	 	(a) The rate for converting an Accrued Benefit for an Early or Normal Retirement
Benefit for an active Participant or Vested Terminated Participant will be the
30-year Treasury rate for the month of August preceding the beginning of the Plan
Year.
	 
	 	 	 	(b) For all other purposes, the rate will be 7 percent, except that when calculating
lump sum benefits the rate set forth in paragraph (a) above will be used.
	 
	 	 	 	(c) Notwithstanding the foregoing, effective for distributions with an Benefit
Commencement Date on and after January 1, 2008 the interest rate for purposes of
determining the amount payable in a form under the Plan that is subject to the
requirements of Code Section 417(e)(3) shall be the “applicable interest rate” as
defined under Code Section 417(e)(3)(C), determined as of the second calendar month
preceding the Plan Year in which the distribution is made to the Participant or
Beneficiary.




A-1









 












	 	3.	 	For purposes of converting the Accrued Benefit attributable to the
Participant’s Account to a form of payment that is not subject to Section 417(e)(3) of
the Code, the Accrued Benefit shall first be discounted to the present value based on
the rates and assumption that were used to calculate the Accrued Benefit (but applied
in the opposite direction). For purposes of clarity, such discounting will result in
an amount equal to the Participant’s Account (i.e. the accumulated benefit).
	 
	 	4.	 	Other Factors — None.




A-2









 











APPENDIX B




Pay-Based Credit Accounts



	 	 	 	 	 	 	 	 	 
	 	 	Percentage of Compensation	 	Percentage of Compensation
	 	 	Of a Participant Who Has	 	Of a Participant Who Has 15
	Business	 	Less than 15 Years of Service	 	Or More Years of Service
	Chemineer, Inc.
	 	 	5	 	 	 	6-1/2	 
	Edion, Inc.
	 	 	5	 	 	 	6-1/2	 
	Pfaudler, Inc.
	 	 	5	 	 	 	6-1/2	 
	R&M Energy Systems
	 	 	5	 	 	 	6-1/2	 
	R&M Corporate
	 	 	5	 	 	 	6-1/2	 
	Moyno Oilfield Products
	 	 	5	 	 	 	6-1/2	 






 









 






APPENDIX C




Transition Benefits For Participants

Employed by Pfaudler or Edlon



Pay-Based Credit Accounts


In addition to the Pay-Based Credits set forth in Appendix B, the following Pay-Based Credits will
be made to Participants who were in the predecessor to the Plan (maintained by Eagle Industries,
Inc.) and employed by Pfaudler, Inc. or Edlon, Inc. on August 1, 1990. These Pay-Based Credits
shall be made annually through July 31, 2000, and this Appendix shall cease to be in effect on that
date.




	 	 	 	 	 	 	 	 	 
	 	 	Percentage of Compensation	 	Percentage of Compensation
	 	 	of a Participant who Has Less	 	of a Participant Who Has 15
	Business Unit	 	Than 15 Years of Service	 	or More Years of Service
	Edlon, Inc.
	 	 	5	 	 	 	6-1/2	 
	Pfaudler, Inc.
	 	 	5	 	 	 	6-1/2	 







C-1











 





SUPPLEMENT ONE




TO THE ROBBINS & MYERS, INC. CASH BALANCE PLAN

COVERING PARTICIPATION OF THE

ROBBINS & MYERS, INC. CORPORATE EMPLOYEES AND

MOYNO INDUSTRIAL SALARIED EMPLOYEES



     The following Robbins & Myers, Inc. Participating Group is covered by the Robbins & Myers,
Inc. Cash Balance Plan on the following basis:



     1. Name of Participating Group: Robbins & Myers, Inc. Corporate Employees and Moyno
Industrial Salaried Employees Participating Group.



     2. Group of Covered Employees: All corporate employees of Robbins & Myers, Inc. and
Moyno Industrial salaried employees who either (1) were covered under the Robbins & Myers, Inc.
Pension Plan as of September 30, 1999, or (2) would have become eligible to participate in the
Pension Plan as of December 31, 1999.



     3. Effective Date. October 1, 1999.



     4. Actuarial Equivalent. Notwithstanding Section 1.3 of the Plan, for members of this
Participating Group only, Actuarial Equivalent means a benefit having the same value as the benefit
which it replaces. Except as otherwise provided in the Plan, such benefit shall be computed on the
bases of the 1971 Group Annuity Mortality Table, weighted 80 percent male and 20 percent female,
and on a 7 percent interest assumption.



     Notwithstanding the above, for purposes of determining single sum cash settlements, the
interest rate used shall be as follows:




     (1) effective prior to January 1, 2000, the immediate and deferred rate which would be
used (as of the first day of the Plan Year in which the distribution occurs) by the Pension
Benefit Guaranty Corporation (PBGC) for purposes of determining the present value of a lump
sum distribution upon the termination of a defined benefit plan; provided, however, that if
using that rate, a lump sum benefit is determined to be at least $25,000, the benefit will
be recalculated using an interest rate of 120 percent of the PBGC rate described above;




     (2) effective on or after January 1, 2000, the 1983 Group Annuity Mortality (GAM)
unisex table (as specified in Rev. Ruling 95-6) with an interest rate equal to the annual
rate of interest on 30-year Treasury securities for the second full calendar month (August)
which precedes the Plan Year in which the distribution is made.




     Notwithstanding any other provision of the Plan, effective for distributions
with an Annuity Starting Date in Plan Years beginning on and after January 1, 2008,
the following factors shall apply to comply with Code Section 417(e)(3) to determine
the amount payable in a form under the Plan that is subject to the requirements of
Code Section 417(e)(3):



 









 






	 	(a)	 	The “applicable mortality table” as defined under Code Section
417(e)(3)(B) and as in effect for the Plan Year in which distribution is made
to the Participant or Beneficiary.
	 
	 	(b)	 	The “applicable interest rate” as defined under Code Section
417(e)(3)(C), determined as of the second calendar month preceding the Plan
Year in which the distribution is made to the Participant or Beneficiary.





     5. Reemployment/Duration of Participation. Notwithstanding Section 2.2 of the Plan,
for members of this Participating Group only, a Participant who terminates employment with the
Company or an Employer and is reemployed shall become a Participant immediately upon reemployment,
and no further distribution shall be made to the Participant until the Participant subsequently
terminates employment after his rehire. In the event a Participant’s employment conditions change
so that he no longer qualifies as an Eligible Employee under this Supplement, he shall become an
Inactive Participant as of the date the change occurs. An Inactive Participant who again becomes
eligible to participate under this Supplement One shall immediately become a Participant under this
Supplement.



     Effective October 1, 1999, Subsection 2.2(e) is deleted for purposes of this Supplement One,
and the following new Subsection 2.2(e) and Subsection 2.2(f) are added:




     (e) When the Participant subsequently terminates employment after reemployment, an
amount equal to the following will be deducted from his Account (after any forfeiture under
Section 5.1):




     (1) the portion of his Account attributable to the amount credited to his
Account at his reemployment under paragraph (c) or (d), whichever is applicable,
increased by the interest credits thereon under Section 3.3 after his reemployment,
and




     (2) the Actuarial Equivalent amount, if any, of any periodic benefit payments
made to the Participant after reemployment increased by interest credits under
Section 3.3 from the date of payment.




     If a Participant has not forfeited any percentage of his Accrued Benefit under Section
5.1 of the Plan and has not received a lump-sum payment under the Plan, his Account shall be
increased by the difference between (1) the Account the Participant would have accrued had
his Account earned interest using the active interest crediting rate and (2) the Account
actually accrued using the terminated vested interest crediting rate for the period between
the date the Participant ceased employment and his reemployment date.




     (f) If a Participant receives a lump-sum payment under the Plan and has not forfeited
any percentage of his Accrued Benefit under Section 5.1, the Participant is not permitted to
repay his prior distribution to the Plan. Rather, there shall be established for the
Participant under the Plan an initial cash balance Account with an opening balance of



			
	 	 	 
	Supplement One
	 	Page 2






 









 







zero. Thereafter, the Participant shall accrue additional benefits under Sections 3.2
and 3.3 of the Plan. Upon the Participant’s subsequent retirement or termination of
employment, the amount of his benefit shall be calculated, determined and paid as though the
Participant were then first retired or terminated based upon his pay-based credits and
interest credits from the date of his reemployment.



     6. Early Retirement Age means the following, for members of this Participating Group
only. For a Participant credited with at least one Hour of Service on or after October 1, 1989,
his attainment of age 55 and completion of at least 5 years of Vesting Service. For any other
Participant, Early Retirement Age means age 55 and completion of at least 10 years of Vesting
Service.



     7. Early Retirement Date means, for members of this Participating Group only, (a) the
first day of the calendar month coincident with or next following the date on which a Participant’s
vesting service terminates because of his early retirement on or after the date he has attained his
Early Retirement Age but not his Normal Retirement Age, or (b) if, prior to such date, he makes
application for an early retirement benefit to begin on the first day of any month thereafter on or
before his Normal Retirement Age, it shall be such later date when the benefit is to begin.



     8. Normal Retirement Age means, for purposes of this Participating Group only, either
(a) for Eligible Employees who became Participants in the Robbins & Myers, Inc. Pension Plan or
this Plan on or after October 1, 1988, the later of (i) the Participant’s sixty-fifth birthday, or
(ii) the fifth anniversary of the Participant’s initial date of participation in the Robbins &
Myers, Inc. Pension Plan or this Plan; or (b) for Eligible Employees who became Participants in the
Robbins & Myers, Inc. Pension Plan prior to October 1, 1988, the Participant’s sixty-fifth
birthday.



     9. Vested Termination Age means, for purposes of this Participating Group only, the
Participant’s age when he has completed at least five years of Vesting Service as defined below,
prior to his Early Retirement Age.



     10. Covered Compensation. The average (without indexing) of the Social Security Wage
Bases (Social Security Wage Base means, with respect to any Plan Year, an amount equal to the
maximum compensation on which Federal Social Security taxes would be applicable on the first day of
such Plan Year, whether or not such compensation is, in fact, subject to such tax) in effect for
each calendar year during the 35-year period ending with the last day of the calendar year
preceding the calendar year in which the Participant attains (or will attain) his Social Security
Retirement Age. (Social Security Retirement Age means the age used for retirement age under
Section 216(l) of the Social Security Act, except that such section shall be applied with regard to
the age increase factor and as if the early retirement age under Section 216(l)(2) of that Act were
62.) Notwithstanding the preceding sentence, effective for the Plan Year beginning on October 1,
1995, the 35-year period described above shall end with the last day of the calendar year in which
the Participant attains (or will attain) his Social Security Retirement Age. In determining a
Participant’s Covered Compensation for a Plan Year, the Social Security Wage Base for the current
Plan Year, and any subsequent Plan Year, shall be assumed to be the



			
	 	 	 
	Supplement One
	 	Page 3






 









 





same as the Social Security Wage Base in effect as of the beginning of the Plan Year for which
the determination is being made.




     11. Credited Service. Credited Service is used to determine the amount of a
Participant’s benefit. A Participant shall receive credit for Credited Service in the following
manner:




     (a) Vesting Service shall first be reduced by




     (1) Vesting Service for any period prior to his becoming a Participant;




     (2) Vesting Service for any period between a Severance from Service (the date
an Employee quits, retires, dies or is discharged; or the first anniversary of the
first day of an Employee’s absence from employment for any reason other than if the
Employee quits, retires, dies or is discharged) and reemployment as an Employee;




     (3) Vesting Service for any period during which he is an Inactive Participant.




     (b) After applying the reductions in Subsections (l)-(3) above, a Participant shall
receive credit for Credited Service equal to his remaining Vesting Service, up to a
maximum of 35 years.




     (c) Employees whose employment with the Company or an Employer is continued without
interruption from a predecessor employer shall have the period of their employment with
such predecessor employer considered as Credited Service under the Plan to the extent
determined by the Committee. If a Participant incurs a Disability, the period of
Disability is included as Credited Service (as well as Vesting Service). Such a
disabled Participant shall incur a severance from Service on the earlier to occur of (1)
the cessation of his Disability without a return to work or (2) his actual Retirement
Date. The term Disability means a demonstrable injury or disease which qualifies a
Participant to receive disability benefits under either a long-term disability program
offered by the Company or an Employer or the U.S. Social Security Act. The
determination of Disability shall be made by the Committee on the basis of medical
advice and examination of other facts known to it.



     12. Vesting Service. A Participant shall receive credit for Vesting Service for his
period of employment with the Company or an Employer on the following basis:




     (a) Vesting Service shall be determined in completed full years and fractions of
years in excess of completed full years. Each full 12 months of Vesting Service equals
a full year of Vesting Service, and any fraction of Vesting Service in excess of a full
year will be covered to the nearest 1/12th of a year.




     (b) A Participant shall receive credit for Vesting Service equal to Vesting Service
he had under the predecessor plan prior to October 1, 1979, for employment prior to that
date. Subsequent to October 1, 1979, the Participant shall receive credit



			
	 	 	 
	Supplement One
	 	Page 4






 









 







for Vesting Service from the later of October 1, 1979, or his date of hire, to the
later of his Severance from Service or the end of the third month of an Authorized Leave
of Absence.



     13. Final Average Earnings. Final Average Earnings means the average monthly
Compensation of a Participant during any 60-consecutive-month period for which his Compensation
shall be the highest, selected from the 120-consecutive-month period preceding his termination of
employment as an Employee, excluding any part of such 120-month period during which no Compensation
was paid to the Participant. Effective August 1, 1999, Final Average Earnings shall be based on
any 60-month period, selected from the 120-consecutive-month period preceding the Participant’s
termination of employment, in determining a Participant’s highest level of Compensation. For
purposes of this paragraph, average monthly Compensation for a calendar year is determined by
dividing the calendar year Compensation by the number of months (rounded to the nearest quarter
month) worked.



     14. Normal Retirement Benefit. A member of this Participating Group who terminates
employment on or after attaining Normal Retirement Age is eligible to receive a Normal Retirement
benefit under the Plan. The normal form of payment for an unmarried Participant is a life annuity.
For a married Participant, the normal form of payment is a qualified joint and 55% survivor
annuity. The monthly normal retirement benefit is equal to (a) one percent of Final Average
Earnings plus 4/10 of one percent of Final Average Earnings in excess of the Participant’s Covered
Compensation, multiplied by (b) the Participant’s years of Credited Service. The product of (a)
and (b) shall be added to the product of $5 multiplied by the Participant’s Years of Vesting
Service which are earned prior to January 1, 2006 (Supplemental Benefit). For purposes of the
preceding sentence, Vesting Service shall be limited to no more than 35 years. In no event shall
the amount computed under this section be less than the early retirement benefit computed under
paragraph 15. Monthly Normal Retirement Benefit payments are payable and shall begin as of the
Participant’s Normal Retirement Date, and shall be paid monthly thereafter. If the Participant
returns to employment with the Company or an Employer, his benefit payments shall cease and shall
not be paid or accrue during such period of employment, but shall resume upon termination of his
reemployment for any reason other than death.



     15. Early Retirement Benefit.




     (a) A Participant or Inactive Participant whose Vesting Service terminates on or
after attaining his Early Retirement Age, but before Normal Retirement Age, shall be
eligible to receive an early retirement benefit determined in the same manner as a
Normal Retirement benefit. For purposes of the early retirement benefit, the normal
retirement benefit in effect at the date the Participant terminates employment shall be
reduced by one-half of one percent for each full month by which the Participant’s first
benefit payment precedes the first day of the calendar month coincident with, or next
following, his sixty-fifth birthday. Notwithstanding the preceding sentence, if the sum
of the Participant’s age and Vesting Service is at least 90, the benefit described above
shall be reduced by one-quarter of one percent for each full month by which the
Participant’s first benefit payment precedes the first day of the calendar month
coincident with or next following the Participant’s sixty-fifth birthday. Any



			
	 	 	 
	Supplement One
	 	Page 5






 









 







supplemental benefit described herein which is based on Vesting Service is not
payable until the first day of the calendar month coincident with or next following the
Participant’s sixty-fifth birthday and shall not be reduced for early commencement of
payments. Monthly early retirement benefit payments shall be payable as of the
Participant’s Early Retirement Date.




     (b) Notwithstanding Subsection (a) above, in the case of an individual who was a
Participant on September 30, 1989, his early retirement benefit shall not be less than
the early retirement benefit under the Robbins & Myers, Inc. Pension Plan in effect on
that date.




     (c) A Participant employed by the Moyno Industrial Products Division who has
attained age 56 and elects to retire effective September 1, 1999 shall be eligible to
receive an early retirement benefit under the Pension Plan. The monthly benefit for a
Participant who meets the requirements of the preceding sentence shall be calculated in
accordance with (a) above, as though the Participant retired at age 62




     (d) Monthly early retirement benefit payments are payable, and shall begin, as of
the Participant’s Early Retirement Date, and shall be paid monthly thereafter during the
Participant’s lifetime. If the Participant returns to employment with the Company or an
Employer, his benefit payments shall cease and shall not be paid or accrued during the
period of reemployment, but the Vesting Service and Credited Service the Participant had
at the time of his retirement shall be reinstated. Upon subsequent retirement, the
Participant’s eligibility and its amount shall be calculated and paid as though the
Participant was then first retired based upon such reinstated Vesting Service and
Credited Service, plus such service earned following the date of reemployment. Such
amount shall not be less than the amount of the Participant’s early retirement benefit
payments he would have received prior to reemployment and his Normal Retirement Age.



     16. Deferred Vested Termination Benefit. A Participant whose Vesting Service
terminates for any reason other than death, after the Participant has attained his Vested
Termination Age, shall be entitled to receive a deferred vested termination benefit equal to an
amount determined in the same manner as the monthly Normal Retirement Benefit using Final Average
Earnings, Covered Compensation, Credited Service, and Vesting Service as of his termination date.
Monthly deferred vested termination payments shall begin as of the Participant’s Normal Retirement
Age, and shall be paid monthly thereafter for the life of the Participant, unless an optional form
of payment is elected.



     A Participant may elect to receive the benefit before his Normal Retirement Date, in which
case the benefit is reduced for early payment as follows:




	 	•	 	If the Participant is age 55 or older as of the date payment(s) are to
commence, the benefit is reduced by one-half of one percent for each
full month by which the Participant’s first benefit payment precedes
the first day of the calendar month coincident with, or next
following, his sixty-fifth birthday.





			
	 	 	 
	Supplement One
	 	Page 6






 









 







	 	•	 	If the Participant has not attained age 55 as of the date payment(s)
are to commence, the benefit is actuarially reduced for each full
month by which the Participant’s first benefit payment precedes the
first day of the calendar month coincident with, or next following,
his sixty-fifth birthday, but in no event will such benefit be less
than the benefit calculated using the early retirement reduction
method described in the previous paragraph. Actuarial equivalence for
purposes of reducing the benefit below age 55 is based on the
actuarial assumptions used to determine the lump sum optional form of
payment under this Supplement. However, in no event will the
reduction be less than sixty percent (60%). Therefore, if the
actuarial equivalent benefit (before applying the 60% minimum
reduction) is greater than 40% of the Normal Retirement Benefit, the
Deferred Vested Termination Benefit will be set equal to 40% of the
Normal Retirement Benefit.





     Notwithstanding the foregoing, any supplemental benefit described in this Supplement One is
not payable until the first day of the calendar month coincident with or next following the
Participant’s sixty-fifth birthday, and will not be reduced for early payment.



     If a Participant receiving such benefit payment returns to work with an Affiliate after the
date his benefits begin, benefit payments shall cease and shall not be paid or accrued during the
period of reemployment. Section 24 of Supplement One describes how prior accrued benefits,
service, and future accruals are handled upon rehire.



     17. Automatic Preretirement Survivor Annuity for Active Married Vested Participants.




     (a) Notwithstanding Section 6.1 of the Plan, for members of this Participating
Group, a Participant’s surviving Spouse shall be eligible to receive a preretirement
survivor annuity if the Participant has attained his Vested Termination Age or other
Retirement Age, dies before his Benefit Commencement Date, and either dies while
actively employed by the Company, dies while receiving Credited Service during a period
of Disability or dies after attaining his Early Retirement Date but prior to his Benefit
Commencement Date. Preretirement survivor annuity benefits will not be payable to the
surviving Spouse unless the Participant and surviving Spouse had been married through a
one-year period ending on the earlier of the Participant’s Benefit Commencement Date or
his death.




     (b) The monthly amount of the surviving Spouse benefit payable to a Spouse under
Subsection (a) shall be equal to:




     (1) Fifty-five percent (55%) of the reduced amount of the monthly Normal or
Early Retirement benefit computed under this Supplement One, which the deceased
Participant would have been entitled to receive beginning as of his Normal or Early
Retirement Date, or



			
	 	 	 
	Supplement One
	 	Page 7






 









 







     (2) Fifty-five percent (55%) of the reduced amount of the Participant’s vested
retirement benefit computed under Paragraph 16 of Supplement One, which the
deceased Participant would have been entitled to receive upon attaining his 55th
birthday, if he had retired on the day immediately preceding the day on which he
died with a post-retirement surviving Spouse benefit coverage in effect. Such
reduced amount shall be computed giving effect to the cost of the fifty-five
percent joint and survivor annuity form of payment under Paragraph 11 of Supplement
One.




     (3) In the event the Participant dies prior to attaining age 65, the surviving
Spouse benefit payable to the Spouse shall be increased as of the first of the
month following the date the Participant would have attained age 65 to account for
any supplemental benefit which the Participant would have received had he attained
age 65.




     (c) The monthly surviving Spouse benefit shall be payable to the Spouse for life
beginning as of the first day of the calendar month coincident with or next following
the later to occur of the date of the Participant’s death or the date the Participant
would have attained age 55; provided, however, that the Spouse may, by written consent
filed with the Committee, elect commencement as of the first day of any month
thereafter, but not later than the first of the month following the date the Participant
would have attained age 65.



     18. Automatic Election of Preretirement Survivor Annuity by Married Terminated Vested
Members.




     (a) A married Participant or Inactive Participant who has attained his Vested
Termination Age or other Retirement Age, with at least one Hour of Service on or after
August 23, 1984, and whose Vesting Service terminates thereafter, shall be deemed to
have elected automatically a reduced amount of monthly retirement benefit payable to
him, with the provision that if his Spouse shall be living at the effective date of the
election and also at his death after such election shall have become effective, the
surviving Spouse benefit shall be payable to such Spouse. Notwithstanding the preceding
sentence, this section shall not apply to a Participant who (1) is actively employed by
the Company or an Affiliate on January 1, 1985, (2) dies while actively employed by the
Company or an Affiliate, (3) dies while receiving Credited Service during a period of
Disability, or (4) dies after he has attained Early Retirement Age, but prior to his
Benefit Commencement Date (the date on which a Participant’s Normal, Early or Deferred
Vested Retirement Benefit is due to commence under the terms of this Supplement One).




     (1) The automatic election provided in this section 19 shall become effective,
provided the Participant is then living, on the latest to occur of: (A) 12 months
after the date of the Participant’s marriage; (B) the date the Participant attains
his Vested Termination, Early or Normal Retirement Age; or (C) at the time the
Participant’s Vesting Service terminates.



			
	 	 	 
	Supplement One
	 	Page 8






 









 







     (2) Such election shall be automatically revoked under the following
circumstances: (A) in the event that either (i) the Spouse dies before the
Participant or (ii) the Participant becomes divorced from the Spouse, except that
upon the Participant’s remarriage after the event in (i) or (ii), such automatic
election shall again apply; (B) the date the Participant is reemployed by the
Company, an Employer or an Affiliate; or (C) on the Benefit Commencement Date
applicable to the Participant’s retirement benefit.




     (3) The automatic election may be waived by the Participant in writing after
its effective date, but before the date the election is automatically revoked under
(2) above, in accordance with rules adopted by the Committee. The election period
applicable to such waiver by a terminated vested Participant shall begin on the
date the Participant’s Vesting Service terminates and shall end on the
Participant’s date of death.




     (4) An election to waive the preretirement survivor annuity shall not take
effect unless the Participant’s Spouse irrevocably consents in writing to such
election, which consent specifies that any further waiver by the Participant shall
only be with Spousal consent, and such consent acknowledges the financial effect of
such election. Spousal consent to a waiver of the preretirement survivor annuity
shall not be required if the Participant establishes to the satisfaction of the
Committee that such consent may not be obtained because there is no Spouse, because
the Spouse cannot be located, because the Participant is legally separated from the
Spouse or has been abandoned, or because of such other circumstances as the
Secretary of the Treasury may, by regulation, prescribe.




     (5) If the Participant has filed a specific written waiver of such election,
he may revoke such waiver at any time during the period in which he could waive
such election, by executing a revocation form and filing it with the Committee.
Further, a subsequent specific written waiver of the automatic election may then be
made in accordance with paragraphs (3) and (4) above.




     (b) Amount of Benefits.




     (1) If Participant Survives to Benefit Commencement Date. The reduced amount
of the monthly retirement benefits payable to a terminated Participant at
retirement (and accordingly under Section 20, if applicable), if he does not die
prior to the Benefit Commencement Date, shall be equal to an amount determined by
applying to the monthly retirement benefit otherwise payable to the Participant a
“Reduction Percentage” for the number of complete months during which the coverage
is in effect. The Reduction Percentage shall be .0083 percent per month (one-tenth
of 1 percent per year) for Participants under age 45, .0333 percent per month
(four-tenths of 1 percent per year) for Participants ages 45 through 54, and .0667
percent per month (eight-tenths of 1 percent per year) for Participants ages 55
through 64. On and after October 1, 1994, the reduction described above shall
apply only with respect to individuals who are Former Participants. There shall be
no Reduction Percentage in effect for any month



			
	 	 	 
	Supplement One
	 	Page 9






 









 







prior to the date the Committee provides notice to the Participant of his and
his Spouse’s right to waive the preretirement surviving Spouse annuity.




     (2) If Participant Dies While Option is in Effect. The monthly amount of the
surviving Spouse benefit payable to a Spouse eligible therefor pursuant to
paragraph (1) above if the Participant dies during the period the preretirement
option is in effect after the effective date of the election but before such
Participant’s Benefit Commencement Date under Section 14, 15, or 16 shall be equal
to-




     (A) 55 or Older. Fifty-five percent (55%) of the reduced amount of
the monthly Normal or Early Retirement Benefit computed under the provisions
of Section 14 or 15 which the deceased Participant would have been entitled
to receive beginning as of his Normal or Early Retirement Date, or




     (B) Under Age 55. Fifty-five percent (55%) of the reduced amount of
the Participant’s Vested Retirement Benefit computed under the provisions of
Section 16 which the deceased Participant would have been entitled to receive at or
after his fifty-fifth birthday, whichever the Participant was eligible for on the
date his Vesting Service terminated, if he had retired on the day immediately
preceding the day on which he died, with the post-retirement surviving Spouse
benefit coverage in effect under Section 19. Such reduced amount shall be computed
after giving effect to the cost of the preretirement election under this Section 18
for the period during which the option was in effect and for the 55 percent joint
and survivor form of payment under Section 19. In the case of a Participant who
dies prior to having attained age 65, the surviving Spouse benefit payable to the
Spouse shall be increased as of the first of the month following the date the
Participant would have attained age 65 in order to reflect any supplemental benefit
which would have been received by the Participant.




     (c) The monthly surviving Spouse benefit shall be payable to the Spouse for life,
beginning as of the first day of the calendar month coincident with or next following
the later to occur of the date of the Participant’s death or the date the Participant
would have attained his 55th birthday. Notwithstanding the foregoing, the surviving
Spouse may elect to defer commencement of the benefit until the first day of the month
following the date the Participant would have attained age 65.



     19. Automatic Post-Retirement (Joint and Survivor) Benefit.




     (a) In lieu of the monthly retirement benefit otherwise payable under this
Supplement One, a married Participant who begins to receive Normal, Early or Deferred
Vested Retirement Benefits under Paragraphs 14, 15 or 16 above shall be deemed to have
elected automatically a reduced monthly benefit payable to him. A surviving Spouse
benefit shall be payable to the Spouse (qualified joint and survivor annuity) if the
Spouse is living at the Participant’s death and after the election is



			
	 	 	 
	Supplement One
	 	Page 10






 









 







effective. This benefit shall not apply if a Participant dies before his Benefit
Commencement Date.




     (b) The automatic election is effective on the Participant’s Benefit Commencement
Date.




     (c) A Participant may waive this automatic election in writing on a form approved
by the Committee. The waiver is not effective unless consented to, in writing, by the
Participant’s Spouse, and filed within the 90-day period ending on the Participant’s
Benefit Commencement Date. A Participant may revoke the waiver at any time during the
90-day waiver period. The Committee shall provide a written explanation of the benefit
within 30-90 days before the Participant’s Benefit Commencement Date. Such waiver by
the Participant shall not take effect unless the Participant’s Spouse consents, in
writing, to the waiver. Spousal consent shall not be required if the Participant
establishes, to the satisfaction of the Committee, that such consent may not be obtained
because there is no Spouse or the Spouse cannot be located. A Participant may revoke
such waiver at any time by executing a revocation form and filing it with the Committee.




     (d) The reduced amount of the Participant’s benefit under this paragraph is equal
to ninety percent (90%) of the benefit otherwise payable to the Participant in the form
of a life annuity. The benefit shall be reduced further by one-half percent (.5%) for
each year the Participant’s age exceeds his Spouse’s age, and increased by the same
percentage for each year the Spouse’s age exceeds the Participant’s age. There shall
not be any reduction of any supplemental benefit payable after age 65 under Paragraphs
14,15 and 16 above.




     (e) The benefit payable to the surviving Spouse of a Participant who makes the
automatic election under this paragraph is a monthly benefit equal to fifty-five percent
(55%) of the reduced amount of the Participant’s monthly retirement benefit or
supplemental benefit. The monthly surviving Spouse benefit is payable to the Spouse for
life, beginning on the first day of the month following the Participant’s death.




     (f) The monthly surviving Spouse benefit shall be payable to the Spouse for life,
beginning as of the first day of the calendar month next following the date of the
Participant’s death.



     20. Optional Forms of Payment.




     (a) A Participant retiring under the Normal, Early or Deferred Vested Retirement
provisions of this Supplement One may file, prior to retirement, a written election for
an optional retirement benefit. The optional forms of retirement benefit are as
follows:




     (1) Ten-Year Certain and Life Annuity. A ten-year certain and life
annuity is a reduced monthly retirement benefit payable to the Participant for
life. If the Participant dies within a ten-year period after his benefits begin,
his



			
	 	 	 
	Supplement One
	 	Page 11






 









 







beneficiary will continue to receive a monthly payment for the balance of the
ten-year period. The annuity payable is the Actuarial Equivalent of the life
annuity under Paragraphs 14, 15 and 16 above.




     (2) Lump-Sum Option. A lump-sum option is also available under this
Supplement One. The lump-sum Actuarial Equivalent value shall be determined on the
basis of the benefit the Participant would have been entitled to on the first day
of the month following his Normal Retirement Age or the date his Vesting Service
terminates, whichever is later. Any Participant receiving a distribution of a lump
sum calculated as of any date during the period beginning October 1, 1994 and ended
September 30, 1996, shall have the value of his lump sum recalculated as described
in the preceding sentence (by using the interest rate and mortality assumptions in
effect when the initial distribution was made), To the extent the recalculated
value of his lump sum exceeds the amount of his actual distribution, the Plan shall
distribute the excess to him as soon as administratively practicable.




     (3) Qualified Optional Survivor Annuity. Effective for distributions
with Benefit Commencement Dates on and after October 1, 2008, a married Participant
who begins to receive Normal, Early or Deferred Vested Retirement Benefits under
Paragraphs 14, 15 and 16 above may elect, with his or her Spouse’s consent, a
Qualified Optional Survivor Annuity benefit. This benefit shall be the Actuarial
Equivalent of a life annuity for the Participant, with the amount payable to the
surviving Spouse equal to 75% of the benefit payable during the life of the
Participant. Such benefit shall end upon the death of the Spouse. The spousal
consent rules of Section 19(c) shall be applicable to the election of this benefit.




     (b) No optional forms of benefits shall be granted under subparagraph (a) above
which extend the payment period longer than (1) the lifetime of the Participant or joint
lives of the Participant and his designated beneficiary, or (2) the Participant’s life
expectancy or the joint life expectancies of the Participant and his designated
beneficiary.




     (c) The qualified joint and survivor annuity shall be at least as valuable as any
optional form of benefit payable under the Plan.



     21. Special Employment/Reemployment Provisions. Notwithstanding Section 2 of the
Plan, and for Participants in this Participating Group only, (1) if a Participant receiving a
normal, early or deferred vested retirement benefit has that benefit under paragraphs 14, 15 or 16
suspended for any month of reemployment after his Normal Retirement Age in which he has eight or
more full or partial days of employment, or (2) if a Participant remains in employment of an
Affiliate after his Normal Retirement Age (without a commencement of benefits under paragraph 14)
for eight or more full or partial days in a month, then that Participant shall be afforded a review
of his suspension of benefits.



			
	 	 	 
	Supplement One
	 	Page 12






 









 






     Notwithstanding the above, no benefit payments, once they have commenced, shall be suspended
for any month in which a Participant is reemployed, after his Normal Retirement Date, for fewer
than eight days. In the event a Participant remains in employment with an Affiliate after his
Normal Retirement Age for fewer than eight days in any month, his normal retirement benefit is
payable as of the first day of the calendar month next following the month in which he first has
fewer than eight days of employment.



     22. Extended Wear Away. Notwithstanding any provision of this Supplement to the
contrary, with respect to each Participant covered by this Supplement One, whose Compensation
exceeded $150,000 during the Plan Year ending September 30, 1993, the amount of the Participant’s
Accrued Benefit shall not be less than the greater of the amount of the Participant’s Accrued
Benefit, if any, determined as of September 30, 1989 under the terms of the Pension Plan as then in
effect, plus such additional amount, if any, as is accrued after September 30, 1993 pursuant to the
foregoing provisions of this subsection.



     23. Small Benefits. If (prior to commencement of benefits payable under the Plan) the
total lump sum Actuarial Equivalent of monthly benefits payable under this Supplement One is $5,000
or less (and has never exceeded $5,000), the payment shall be made in accordance with rules
established by the Committee, in the form of a lump sum after the Participant’s employment has
terminated. The lump sum Actuarial Equivalent value described above shall be determined on the
basis of the benefit the Participant would have been entitled to on the first day of the month
following the later of his Normal Retirement Age or the date on which his Vesting Services
terminates. Effective March 28, 2005, the reference in this paragraph to $5,000 shall be lowered
to $1,000.



     Notwithstanding any provision of the Plan or this Supplement One to the contrary, in the event
a Participant receives a lump sum distribution under this paragraph or paragraph 21(2) and the
Participant is subsequently reemployed, he shall not have a right to repay the amount distributed.
In addition, his accrued retirement benefit and the Credited Service upon which his benefit was
calculated shall be canceled and disregarded.



     24. Reemployment of Participants Covered Under the Final Average Pay
Formula. The following provisions shall apply to any Participant who previously
terminated his employment with Robbins & Myers, Inc. or an Affiliate, was covered under
the Robbins & Myers, Inc. Pension Plan (“Plan 21”) or Supplement One of this Plan at
his date of termination and who is subsequently reemployed by the Company or an
Affiliate.




     (a) Reinstatement of Vesting and Credited Service. The
Participant’s Vesting Service and Credited Service, as defined in
Supplement One, as of the date his employment ceases, shall be
reinstated upon reemployment and will be considered Service under this
Plan. The periods of Credited Service earned prior to reemployment
shall be aggregated with Service credited to the Participant after his
reemployment in determining the level of the Participant’s pay-based
credits under Appendix B of this Plan.



			
	 	 	 
	Supplement One
	 	Page 13






 









 







     (b) Prior Receipt of Lump-Sum Distribution. A Participant who
received a lump-sum payment of his “Prior Accrued Benefit” under Section
6.7(2) of Plan 21, or Section 20(2) of Supplement One of this Plan shall
not be permitted to repay his prior distribution to the Plan. Rather,
such Participant shall have an initial account established with a
balance of zero, and shall accrue additional benefits under Sections 3.2
and 3.3 of the Plan. Upon subsequent retirement or termination, the
amount of the Participant’s benefit shall be determined, calculated and
paid as though the Participant were then first retired based upon his
Pay-Based Credits and Interest Credits from the date of his reemployment
with the Company or an Affiliate.




     (c) Participants in Pay Status. Any Participant reemployed by the
Company or an Affiliate after his monthly retirement benefits had begun
under the Plan shall continue to be paid such monthly retirement
benefits without regard to his reemployment. In addition, after his
date of rehire, the Participant shall have an Account established with
an initial balance of zero, and shall accrue additional benefits under
Sections 3.2 and 3.3 of this Plan. Upon subsequent retirement, in
addition to any benefit payments the Participant continues to receive
based upon his prior retirement, the amount of such additional benefit
shall be determined, calculated and paid as if the Participant were then
first retired based upon his pay-based credits and interest credits from
his date of reemployment with the Company or an Affiliate.




     (d) Participants Who Have Not Received Benefit Payments. Any
Participant who has not received a lump-sum distribution or begun
receiving periodic payments under the Plan, but who has earned a Prior
Accrued Benefit as of the date of his termination of employment
(regardless of whether the Participant was vested in his Prior Accrued
Benefit), shall have his Prior Accrued Benefit converted into a
“Starting Account Balance” under this Plan. For purposes of this
section, the Starting Account Balance is the Prior Accrued Benefit
converted into a lump sum using the following actuarial assumptions:




     •   The 1983 GATT mortality table,




     •   The 30-year Treasury rate
for the month of August prior to the plan year in
which the Participant was rehired, and




     •   Deferred to age 65 actuarial factors.




For purposes of this Section 24, the Prior Accrued Benefit means the life annuity
benefit determined under Section (e) of Supplement One to Plan 21, or Section 14



			
	 	 	 
	Supplement One
	 	Page 14






 









 







of Supplement One to this Plan, payable on the last day of the month following the
Participant’s sixty-fifth birthday, determined as of the termination date preceding
the date of his reemployment.




Effective October 1, 1999, the mortality table and interest rate assumption used to
convert the Prior Accrued Benefit to a Starting Account Balance are replaced with
the following:




	 	•	 	The mortality table used to determine minimum lump sum distributions as
defined in Section 4 of Supplement One, as amended; and
	 
	 	•	 	The interest rate used to determine minimum lump sum distributions as
defined in Section 4 of Supplement One, as amended.





     25. Notwithstanding any other provision contained herein, for purposes of determining the
benefits payable pursuant to this Supplement One, including without limitation benefits payable as
a Normal Retirement Benefit, an Early Retirement Benefit and a Deferred Vested Termination Benefit:




     (a) Years of Credited Service as used in paragraphs 14, 15 and 16 shall be
limited to those Years of Service which are earned prior to January 1, 2006;



     (b) Vesting Service used for purposes of determining the Supplemental Benefit
as described in paragraph 14 shall be limited to Vesting Service earned prior to
January 1, 2006; and




     (c) For purposes of Paragraphs 14, 15 and 16, a
Participant’s Final Average Earnings shall be determined in
accordance with paragraph 13 of Supplement One as if the
Participant had terminated employment on December 31, 2005,
and any changes in compensation occurring after December 31,
2005 shall not be considered.



			
	 	 	 
	Supplement One
	 	Page 15






 









 






SUPPLEMENT TWO




TO THE ROBBINS & MYERS, INC. CASH BALANCE PLAN

COVERING PARTICIPATION OF

MOYNO OILFIELD PRODUCTS SALARIED EMPLOYEES (GROUP 1)



     The Moyno Oilfield Products Participating Group will be covered under the Robbins & Myers,
Inc. Cash Balance Plan on the following basis:



     1. Name of Participating Group. The Moyno Oilfield Products Salaried Employees
Participating Group 1.



     2. Group of Covered Employees. All salaried employees of Moyno Oilfield Products
employed by Robbins & Myers, Inc. at its Fairfeld, California and Willis, Texas facilities, who
participated in the Robbins & Myers, Inc. Pension Plan prior to October 1, 1999.



     3. Effective Date. January 1, 2000.



     4. Retirement Benefit. For members of this Participating Group only, the
Participant’s Retirement Benefit shall be determined in the following manner: (1) prior to December
31, 1999, the Participant’s Accrued Benefit under the Pension Plan shall be determined in
accordance with Supplement One to this Plan; (2) the Participant’s Accrued Benefit as of December
31, 1999 shall be converted to its Actuarial Equivalent (as determined by an Actuary) in the form
of a lump sum; (3) the lump sum value of the Participant’s Accrued Benefit shall be transferred as
soon as practicable after the conversion to an Account established under this Plan; and (4)
effective January 1, 2000, the Participant’s Retirement Benefit shall be determined in accordance
with the terms of this Plan.



     5. Transition Credits. Effective for the period commencing January 1, 2000 and ending
December 31, 2008, members of this Participating Group (covered under Supplement Two) shall receive
an additional pay credit of 5%, provided the member has fewer than 15 years of Service, or an
additional 6.5% pay credit if the member has 15 or more years of Service.



			
	 	 	 
	Supplement Two
	 	Page 1






 









 






SUPPLEMENT THREE




TO THE ROBBINS & MYERS, INC. CASH BALANCE PLAN

COVERING PARTICIPATION OF

MOYNO OILFIELD PRODUCTS SALARIED EMPLOYEES (GROUP 11)



     The Moyno Oilfield Products Participating Group 11 will be covered under the Robbins & Myers,
Inc. Cash Balance Plan on the following basis:



     1. Name of Participating Group. The Moyno Oilfield Products Salaried Employees
Participating Group 11.



     2. Group of Covered Employees. All salaried employees of Moyno Oil Field Products
employed by Robbins & Myers, Inc. at its Fairfield, California and Willis, Texas facilities, who
were covered under the Robbins & Myers, Inc. Pension Plan prior to October 1, 1999 and who
terminated employment during the calendar years 1999 and 2000,



     3. Effective Date. January 1, 2000.



     4. Retirement Benefits. For members of this Participating Group only, a Participant’s
retirement benefit shall be determined in accordance with the provisions of the Robbins & Myers,
Inc. Pension Plan (and subsequent to October 1, 1999, Supplement One to this Plan).



 









 





SUPPLEMENT FOUR




TO THE ROBBINS & MYERS, INC. CASH BALANCE PLAN

COVERING PARTICIPATION OF

FLOW CONTROL EQUIPMENT COMPANY EMPLOYEES



     The Flow Control Equipment Company Participating Group is covered under the Robbins & Myers,
Inc. Cash Balance Plan on the following basis:



     1. Name of Participating Group. The Flow Control Equipment Company Employees
Participating Group.



     2. Group of Covered Employees. All employees of Flow Control Equipment Company
employed by the Company as of December 31, 1999.



     3. Effective Date. Members of this Participating Group shall become eligible to
participate in the Robbins & Myers, Inc. Cash Balance Plan effective as of January 1, 2000.



     4. Vesting Service. Notwithstanding any provision of the Plan to the contrary, for
members of this Participating Group only, a Participant shall be credited with each year of Service
performed as an employee of Robbins & Myers, Inc. or Flow Control Equipment Company for purposes of
determining Service for vesting under the Plan. Employees whose employment with Flow Control
Equipment Company is continued without interruption from a predecessor employer shall receive
credit for Vesting Service for the period of their employment with such predecessor employer.




			
	 	 	 
	Supplement Four
	 	Page 1