**Exhibit10.28**

 

**RETIREMENT PLAN A**

**FOR EMPLOYEES OF**

**AMERICAN CRYSTAL SUGAR COMPANY**

**(2002RESTATEMENT)**

 

Completed By Timothy R.Quinn

(612) 607-7581

Oppenheimer, Wolff &Donnelly LLP

 

----

 

 

**TABLE OF CONTENTS**

 
| ARTICLE  I.  History, Definitions and  Interpretation |
|------------------------------------------------------------|
| Section 1.1.  History                                 |
| Section 1.2.  Definitions                             |
| Accrual Service                                            |
| Accrued Benefit                                            |
| Actuarial Equivalent                                       |
| Actuarial Value                                            |
| Actuary                                                    |
| Administrative Committee                                   |
| Administrator                                              |
| Alternate Payee                                            |
| Annuity Starting Date                                      |
| Beneficiary                                                |
| Break  in Service                                          |
| Claims Reviewer                                            |
| Code                                                       |
| Company                                                    |
| Covered Compensation                                       |
| Covered Employee                                           |
| Deferred Retirement Date                                   |
| Domestic Relations Order                                   |
| Early Retirement Date                                      |
| Effective Date                                             |
| Effective Date of  this Restatement                        |
| Election Period                                            |
| Eligibility Computation  Period                            |
| Eligibility Service                                        |
| Eligible Beneficiary                                       |
| Employee                                                   |
| Employer                                                   |
| ERISA                                                      |
| Final Average Salary                                       |
| Funding Medium                                             |
| Highly Compensated  Employee.                              |
| Hour of Service                                            |
| Leased Employee                                            |
| Managing Body                                              |
| Married for the  Required Period                           |
| Monthly Compensation                                       |
| Normal Form                                                |
| Normal Retirement Age                                      |
| Normal Retirement Date                                     |

 

i

----

 
| Participant                                                        |
|--------------------------------------------------------------------|
| Participating Employer                                             |
| Plan                                                               |
| Plan Anniversary Date                                              |
| Plan  Year                                                         |
| Plan Termination Date                                              |
| Predecessor Employer                                               |
| Pre-Retirement Survivor  Annuity                                   |
| Prior  Plan                                                        |
| Qualified Domestic  Relations Order                                |
| Qualified Early  Retirement Date                                   |
| Qualified  Joint and Survivor Annuity Form                         |
| Related Employer                                                   |
| Social Security Retirement  Age                                    |
| Termination of Employment                                          |
| Termination of Service                                             |
| Vested                                                             |
| Vesting Service                                                    |
| Section 1.3.  Interpretation                                  |
| Section 1.4.  Applicable Law, Statute of Limitations          |
| Section 1.5.  Rule of Construction                            |
|                                                               |
| ARTICLE II.  Participating Employers                          |
| Section 2.1.  Eligibility                                     |
| Section 2.2.  Commencement of Participation                   |
| Section 2.3.  Termination of Participation                    |
| Section 2.4.  Recordkeeping and Reporting                     |
| Section 2.5.  Requirements Concerning Participating Employers |
| Section 2.6.  Designation of Agent                            |
| Section 2.7.  Employee Transfers                              |
| Section 2.8.  Administrator’s Authority                  |
|                                                               |
| ARTICLE III.  Participants                                    |
| Section 3.1.  Eligibility                                     |
| Section 3.2.  Commencement of Participation                   |
| Section 3.3.  Termination of Active Participation             |
| Section 3.4.  Return to Active Participation                  |
| Section 3.5.  Limitation Respecting Employment                |
|                                                               |
| ARTICLE IV.  Benefits Under the Plan                          |
| Section 4.1.  Normal Retirement Benefit                       |
| Section 4.2.  Early Retirement Benefit                        |
| Section 4.3.  Deferred Retirement Benefit                     |

 

ii

----

 
| Section 4.4.  Termination Benefit                                                        |
|-----------------------------------------------------------------------------------------------|
| Section 4.5.  February 28, 2002 Benefits                                                 |
| Section 4.6.  Minimum Benefits                                                           |
| Section 4.7.  Maximum Benefits                                                           |
| Section 4.8.  Automatic Qualified Joint and Surviving Spouse Annuity                     |
| Section 4.9.  Election Out of Qualified Joint and Survivor Annuity or Life  Annuity Form |
| Section 4.10.  Death Benefits                                                            |
| Section 4.11.  Other Forms of and Restrictions on Benefits                               |
| Section 4.12.  Lump Sum Benefit                                                          |
| Section  4.13.  Commencement of Benefits and  Related Requirements                       |
| Section 4.14.  Re-employment and Suspension of Benefits                                  |
| Section 4.15.  Transfers to this Plan from Another Retirement Plan of the  Company       |
| Section 4.16.  Non-Duplication of Benefits                                               |
| Section 4.17.  Benefits for Certain Hilisboro Employees                                  |
| Section 4.18.  Benefits for Employees of United Sugars Corporation                       |
| Section 4.19.  Inalienability of Benefits                                                |
| Section 4.20.  Qualified Domestic Relations Order                                        |
| Section 4.21.  Annuity Contracts                                                         |
| Section 4.22.  Minimum Benefit on Merger, Consolidation or Transfer of Assets  of Plan   |
| Section 4.23.  Application for Benefits                                                  |
| Section 4.24.  Special Direct Rollover Rules                                             |
|                                                                                          |
| ARTICLE V.  Administration of the Plan                                                   |
| Section 5.1.  Administrator                                                              |
| Section 5.2.  Administrative Committee                                                   |
| Section 5.3.  Administrative Duties and Powers                                           |
| Section 5.4.  Rule Against Discrimination                                                |
| Section 5.5.  Disclosure, Reporting, and Registration                                    |
| Section 5.6.  Claims Procedure                                                           |
| Section 5.7.  Facility of Payment                                                        |
|                                                                                          |
| ARTICLE VI.  Funding the Plan                                                            |
| Section 6.1.  Employer Contributions                                                     |
| Section 6.2.  Method of Funding                                                          |
| Section 6.3.  Prohibition Against Diversion                                              |
|                                                                                          |
| ARTICLE  VII.  Amendment                                                                 |
| Section 7.1.  Amendment by Company                                                       |
| Section 7.2.  Method                                                                     |
| Section 7.3.  Amendment of Vesting Schedule                                              |

 

iii

----

 
| ARTICLE  VIII.  Termination of Plan and  Acquisitions                                     |
|------------------------------------------------------------------------------------------------|
| Section 8.1.  Termination of Plan                                                         |
| Section 8.2.  Effect of Termination                                                       |
| Section 8.3.  Mechanics of Termination                                                    |
| Section 8.4.  Distribution or Transfer of Assets Upon Termination or Partial  Termination |
| Section 8.5.  Acquisitions                                                                |
|                                                                                           |
| ARTICLE  IX.  Temporary and Other Provisions to  Prevent Discrimination                   |
| Section 9.1.  Application of Article IX                                                   |
| Section 9.2.  Pre-termination Restrictions                                                |
|                                                                                           |
| ARTICLE X.  Top Heavy Rules                                                               |
| Section 10.1.  Effective Period of Article X                                              |
| Section 10.2.  Minimum Benefit                                                            |
| Section 10.3.  Vesting                                                                    |
| Section 10.4.  Limitation on Benefits                                                     |
| Section 10.5.  Definitions                                                                |
|                                                                                           |
| ARTICLE XI.  Miscellaneous                                                                |
| Section 11.1.  Procedures and Other Matters Regarding Domestic Relations  Orders          |
| Section 11.2.  Transfer to or From Qualified Plan                                         |
| Section 11.3.  Leased Employees                                                           |
| Section 11.4.  Transitional Rule                                                          |
| Section 11.5.  Special Rules for Determining Accrued Benefit                              |
| Section 11.6.  Delegation of Authority                                                    |
| Section 11.7.  Restatement Effective Upon Receipt of Determination Letter                 |
| Section 11.8.  Military Service                                                           |

 

iv

----

 

**RETIREMENT PLAN A**

**FOR EMPLOYEES OF AMERICAN CRYSTAL SUGAR COMPANY**

**(2002Restatement)**

 

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

 

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

** **

Section 1.1.            History.

##  

(a)           Asof March 1, 1943, American Crystal Sugar Company and Ventura County RailwayCompany adopted the Retirement Plan for the Employees of American Crystal SugarCompany and Ventura County Railway Company. Effective as of April 1, 1959,American Crystal Sugar Company disposed of its entire holdings of the capitalstock of Ventura County Railway Company. Employees of the Ventura CountyRailway Company who were members of the Plan were assigned the policies withrespect to their benefits in accordance with the provisions of the Plan.

####  

(b)           Effectiveas of June 1, 1968, the Retirement Plan was amended to provide for threeseparate plans, namely (i) “Retirement Plan for Employees of American CrystalSugar Company Not Covered Under Collective Bargaining Agreements,” (ii)“Retirement Plan for Employees of American Crystal Sugar Company Covered Underthe Collective Bargaining Agreement Between American Crystal Sugar Company andAmerican Federation of Grain Millers (AFL-CIO),” and (iii) “Retirement Plan forEmployees of American Crystal Sugar Company Covered Under the Collective BargainingAgreement between American Crystal Sugar Company Distillery, Rectifying, Wineand Allied Workers International Union, AFL-CIO and United Sugar WorkersCouncil of California.”

####  

(c)           Thebenefits provided by American Crystal Sugar Company for all former employeescovered by the Plan who died, retired or whose continuous service wasterminated prior to June 1, 1968, shall be those provided under the former Planin effect February 29, 1968.

####  

(d)           OnNovember 30, 1973, the Board of Directors of American Crystal Sugar Companyadopted a resolution to include in the Plan, all employees of the Red RiverValley Sugarbeet Growers Association who became employees of the Company,giving them credit for past service as employees of the Growers Association andto amend the Plan accordingly.

####  

(e)           Thebenefits provided by American Crystal Sugar Company for all former employeescovered by the Plan who died, retired or whose continuous service wasterminated on or after June 1, 1968 but prior to September 1, 1974, shall bethose provided under the former Plan in effect August 31, 1974.

####  

(f)            EffectiveMarch 1, 1976, the Plan was amended and restated to comply with the provisionsof ERISA.  Retirement benefits and otherbenefits provided by American Crystal Sugar Company for Employees covered bythe Plan who died, retired or terminated service for any other reason 

 

1

----

 

onor subsequent to September 1, 1974 but prior to March 1, 1976 shall be thoseprovided under the former Plan in effect on February 29, 1976.

####  

(g)       EffectiveMarch 1, 1985, the Plan was amended and restated to comply with the provisionsof the Retirement Equity Act of 1984. Retirement benefits and other benefits provided by American CrystalSugar Company for Employees covered by the Plan who died, retired or terminatedservice for any other reason on or subsequent to March 1, 1985 and prior toMarch 1, 1989, shall be those provided under the former Plan in effect onFebruary 28, 1985.

####  

(h)       Exceptas otherwise provided in the prior amendment and restatement of the Plan, thisPlan was entirely amended and restated as of March 1, 1989 to comply with theprovisions of the Tax Reform Act of 1986. Such amendment and restatement of the Plan is applicable only to theEmployees covered by the Plan who died, retired or terminated service for anyother reason on or subsequent to March 1, 1989 and prior to the Effective Dateof this Restatement.  However, thisamendment and restatement modifies certain provisions of the Plan prior to theEffective Date of this Restatement that may affect such Employees.

####  

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

##  

**Accrual Service**.

###  

##### (1)           After February 29, 1976, aParticipant shall receive credit for one full year of “Accrual Service” foreach Plan Year in which the Participant had at least 1,000 Hours of Service fora Participating Employer.  The AccrualService to be credited for service prior to March 1, 1976, shall be theParticipant’s service recognized for benefit accrual purposes under the termsof the Plan as in effect prior to March 1, 1989.

#####  

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

#####  

##### (3)           The Plan shall not take into accountany Accrual Service that was excluded under the Prior Plan with respect to anyEmployee who became employed by the Southern Minnesota Beet Sugar Cooperativeon September 1, 1978.

#####  

##### **Accrued Benefit**.

###  

##### (1)           “Accrued Benefit” of a Participantmeans a monthly amount payable in the Normal Form equal to the product of (A)30% of a Participant’s Final Average Salary up to the Participant’s CoveredCompensation plus 42% of the Participant’s Final Average Salary in excess 

 

2

----

 

of the Participant’s Covered Compensation and (B) thenumber of the Participant’s years of Accrual Service (not exceeding 30) dividedby 30.

#####  

##### (2)       In no event will any Accrued Benefit determined underParagraph (1) after the Effective Date of this Restatement be less than theAccrued Benefit of the Participant determined under that paragraph as of thepreceding Plan Anniversary Date.  Also,in no event will a Participant’s Accrued Benefit be less than the Participant’sAccrued Benefit determined as of March 1, 1989 under the Plan as it existed onthe day before that date.

#####  

##### (3)       Notwithstanding the prior provisions of thisdefinition, a section 401(a)(17) participant’s Accrued Benefit shall not beless than the greater of the amounts determined under Subparagraphs (A) and (B)below:

#####  

###### (A)          the sum of (i) the Participant’saccrued benefit determined as of the last day of the last Plan Year beginningbefore January 1, 1994, under the Plan as it existed as of that day, and (ii)the Participant’s accrued benefit determined under the formula in Paragraph (1)and other provisions of this Plan as in effect after that day taking intoaccount only the Participant’s Accrual Service after that day; or

######  

###### (B)           the Participant’s accrued benefitdetermined under the formula in Paragraph (1) and other provisions of this Planas in effect after the day described in Subparagraph (A) taking into accountall of the Participant’s Accrual Service.

######  

A section401(a)(17) participant is a Participant whose current Accrued Benefit as of adate on or after the first day of the first Plan Year beginning or afterJanuary 1, 1984, is based on compensation for a year beginning prior to thefirst day of the first Plan Year beginning or or after January 1, 1994, thatexceeded $150,000.

 

### **ActuarialEquivalent**.          An “Actuarial Equivalent” is anequivalent amount or stream of payments determined in accordance with thefollowing provisions:

###  

##### (1)       An Actuarial Equivalent benefit shall be computedusing any basis specified in the Plan, but wherever the basis for actuarialequivalent is not specifically specified in the affected provision of the Plan,actuarial equivalence shall be computed on the basis of the published 1984Unisex Pension Mortality Table set forward one year, and a 7% interest rateassumption.

#####  

##### (2)       If this definition is used on or after March 1, 1996,to determine any Actuarial Value, then the calculation shall be made using the‘applicable mortality table’ prescribed by the Secretary of the Treasury inaccordance with Section 417(e)(3) of the Code and regulations and ruling issuedthereunder (which as of October 1, 1995, is based on a fixed blend of 50% ofthe male and 50% of the female mortality rates from the 1983 Group AnnuityMortality Table and as of December 31, 2002, for purposes of benefit paymentscommencing on or after that date, is the table prescribed in Rev. Rul. 2001-62)and an interest rate equal to the annual rate of interest on 30-year Treasurysecurities, or on a substitute for those securities, as specified by theCommissioner of the Internal Revenue Service for the December before the firstday of the Plan Year in which the distribution is made (and typically reportedin the next month).  The benefit beingvalued under the prior sentence shall be assumed to commence on the NormalRetirement Date of the applicable Participant.

#####  

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

###  

3

----

 

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

###  

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

###  

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

###  

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

###  

### **AnnuityStarting Date**. The “Annuity Starting Date” is the first day of the first period forwhich an amount is payable as an annuity, or in the case of a benefit notpayable in the form of an annuity, the first day on which all events haveoccurred (including a Participant’s election to receive the benefit) whichentitle the affected Participant to such benefit (other than on account ofdeath).  If benefit payments aresuspended under Article IV after an Annuity Starting Date, the date of a recommencementof benefits shall not be considered to be a new Annuity Starting Date unless anew form of distribution may be and is elected under Article IV.  If there are additional accruals under thisPlan after the Annuity Starting Date, that date shall apply to those accrualsunless that date preceded the Participant’s Normal Retirement Age or a new formof distribution may be and is elected under Article IV.

###  

### **Beneficiary**.

###  

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

#####  

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

#####  

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

######  

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

######  

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

######  

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

######  

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

######  

###### 4

###### 

######  

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

 

### **Break in Service**. “Break in Service” means an Eligibility Computation Period after anEmployee’s initial Eligibility Computation Period during which the Employee hascompleted no Hours of Service with respect to a Participating Employer orRelated Employer.

###  

### **Claims Reviewer**. The “Claims Reviewer” shall be such person who or organizational unitwhich customarily handles employee benefit matters relating to the Plan as theAdministrator shall designate.

###  

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

###  

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

###  

### **Covered Compensation**.  “Covered Compensation” of a Participantmeans the average of the social security taxable wage bases in effect for eachcalendar year during the 35-year period ending with the last day of thecalendar year in which the Participant attains (or will attain) theParticipant’s Social Security Retirement Age.

###  

In determining theParticipant’s Covered Compensation for a Plan Year, the social security taxablewage base for the Plan Year for which the determination is made and anysubsequent Plan Years shall be assumed to be the same as the social securitytaxable wage base in effect for the beginning of the Plan Year for which thedetermination is made.  The Participant’sCovered Compensation for the Plan Year after the aforesaid 35-year period shallbe the Participant’s Covered Compensation for the Plan Year during which theParticipant attained the Participant’s Social Security Retirement Age.  The Participant’s Covered Compensation for aPlan Year before the aforesaid 35-year period is the social security taxablewage base in effect as of the beginning of the Plan Year.  The Participant’s Covered Compensation shallbe automatically adjusted in accordance with the rules prescribed above.

 

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

###  

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

###  

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

###  

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

#####  

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

#####  

### **EarlyRetirement Date**. A Participant’s “Early Retirement Date” is the first day of any monthbefore the Participant’s Normal Retirement and on or after the date on whichthe Participant has attained fifty-five (55) years of age and completed five(5) years ofVesting Service, incurred a Termination of

###  

### 5

### 

###  

### Service, andelected to commence to receive an early retirement benefit as described inSection 4.2 of this Plan.

###  

### **Effective Date**. The “Effective Date” of the Plan is described in Section 1.1 of thePlan.

###  

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

###  

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

###  

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

###  

### **EligibilityService**. “Eligibility Service” means a period of service accumulated by anEmployee determined by crediting the Employee with a one-year period of servicefor each Eligibility Computation Period during which the Employee is creditedwith at least 1,000 Hours of Service with a Participating orRelatedEmployer.  Subject to any limits underSection 3.1(b)(2), in determining Eligibility Service,service as anEmployee with a Predecessor Employer shall be treated as service with aParticipating Employer.

###  

### **Eligible Beneficiary**.  “Eligible Beneficiary” of a Participantshall mean

###  

##### (1)           the surviving spouse who had beenmarried to the Participant for at least one year prior to the Participant’sdeath, or

#####  

##### (2)           if there isn’t such a survivingspouse, then, as a group, children of the Participant under age 19 (or underage 22 if a full-time student) unless married. A child in gestation at the date of the Participant’s death andthereafter born alive shall be considered in being.

#####  

### **Employee**. An “Employee” is a natural person employed in the service of an employeras a common law employee.

###  

### **Employer**. “Employer” means the employer of an Employee with respect to whom theterm is used.

###  

### **ERISA**. “ERISA” means the Employee Retirement Income Security Act of 1974 andall amendments thereto and revisions thereof.

###  

### **FinalAverage Salary**. “Final Average Salary” of a Participant means the average of the Monthly Compensationpaid to the Participant during the 60 consecutive months out of the last 120months of the Participant’s employment prior to the Participant’s Terminationof Service date that produce the highest average (or the average for allcalendar months of employment if less than 60).

###  

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

###  

### 6

### 

###  

### **HighlyCompensated Employee**.

###  

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

#####  

##### (A)          is a five percent owner (thedefinition in Section 416 of the Code shall apply) of the ParticipatingEmployer or at least one of its Related Employers during that Plan Year or theprior Plan Year; or

######  

##### (B)           received earnings from theParticipating Employer and its Related Employers in excess of $80,000 duringthe prior Plan Year.

######  

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

 

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

#####  

##### (A)          Employees who are nonresident aliensand who do not receive earned income (within the meaning of Section 911(d)(2)of the Code) from the Participating Employer or any of its Related Employerswhich constitutes income from services within the United States (within themeaning of Section 861(a)(3) of the Code) shall not be treated as Employees ofthose Employers.

######  

##### (B)           A former Employee of theParticipating Employer or one of its Related Employers shall be treated as aHighly Compensated Employee of the Participating Employer if the formerEmployee was a Highly Compensated Employee of the Participating Employer whenthe Employee incurred a Termination of Service or the former Employee was aHighly Compensated Employee of the Participating Employer at any time afterattaining age 55.

######  

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

 

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

 

### **Hour of Service**.

###  

##### (1)       General Rule.

#####  

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

######  

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

######  

###### (C)           The Hours of Service of an Employeewho is paid by an Employer for reasons other than for the performance of dutiesshall be determined in accordance with 

######  

###### 7

###### 

######  

###### Sections2530.200b-2(b) of the Department of Labor Regulations which is herebyincorporated by reference.  However nomore than 501 Hours of Service shall be credited to an Employee for any singlecontinuous period during which the Employee performs no duties, no Hours ofService shall be credited to an Employee for a payment made or due under a planmaintained solely for the purpose of complying with worker’s compensation,unemployment compensation or disability insurance laws, no Hours of Serviceshall be credited for a payment which solely reimburses an Employee for medicalor medically related expenses incurred by the Employee, and an Hour of Serviceshall not be credited to an Employee under this Subparagraph (C) if it has alreadybeen credited to such Employee pursuant to another provision of thisdefinition.

######  

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

######  

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

######  

##### (2)       Exception: Break in Service.  For Plan Years beginning onor after January 1, 1985, in the case of each individual who is absentfrom service with the Employer for any period by reason of the pregnancy of theindividual, by reason of the birth of a child for the individual, by reason ofthe placement of a child with the individual in connection with the adoption ofsuch child by such individual, or for purposes of caring for such child for aperiod beginning immediately following such birth or placement, the Plan shalltreat as Hours of Service, solely for purposes of determining whether a Breakin Service has occurred, the following hours:

#####  

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

######  

###### (B)           in any case in which the Plan isunable to determine the hours described in Subparagraph (A) above, eight hoursof service per normal work day of absence,

######  

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

 

##### (3)       Exception: Employees Who Are Not Compensated By The Hour. Where an Employee is paid by an Employer other than on an hourly basis,the Employee shall receive credit at the rate of 45 Hours of Service for eachweek during which the Employee was an Employee and for which the Employee waspaid any amount, directly or indirectly, by the Employer for the performance ofduties.

#####  

##### (4)       Exception: Federal Law.  If a law of the United States (including anylaw relating to credit for time spent in military service) or any rule orregulation duly issued thereunder so requires, Hours of Service shall be addedto the total calculated under the prior

#####  

##### 8

##### 

#####  

##### provisions of thisdefinition and if such law, rule or regulation so permits, an Hour of Serviceshall be subtracted from said total.

#####  

### **Leased Employee**. A “Leased Employee” includes any person (other than an Employee of therecipient) who pursuant to an agreement between the recipient and any otherperson (“leasing organization”) has performed services for the recipient (orfor the recipient and related persons determined in accordance with Section414(n)(6) of the Code) on a substantially full time basis for aperiod of atleast one year, and, prior to 1997, such services are of a type historicallyperformed by employees in the business field of the recipient employer, or,after 1996, such services are performed under primary direction or control bythe recipient.

###  

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

###  

### **Marriedfor the Required Period**.  A Participant shall be considered “Marriedfor the Required Period” if the Participant and the Participant’s spouse hadbeen married throughout the one-year period ending on the date of theParticipant’s death.

###  

### **MonthlyCompensation**.  “Monthly Compensation” means the monthlyrate of compensation being paid by a Participating Employer to a CoveredEmployee determined for each month in a Plan Year by dividing compensation forthe Plan Year through the date of the Participant’s Termination of Service bythe number of months during which the Participant is employed by that Employerduring that Plan Year.  Effective March1, 1994, compensation means information required to be reported under Sections6041 and 6051 (Wages, Tips and Other Compensation Box on Form W-2) of the Code.  It includes wages under Section 3401(a) ofthe Code and all other payments of compensation to an Employee by theEmployee’s Participating Employer for which the Employer is required to furnishthe Employee a written statement under Sections 6041(d) and 6051(a)(3) of theCode.  Compensation must be determinedwithout regard to any rules under Section 3401(a) of the Code that limit theremuneration included in wages based on the nature or location of theemployment or the services performed (such as the exception for agriculturallabor in Section 4301(a)(2) of the Code). Compensation shall not include reimbursements or other expenseallowances, fringe benefits (cash and noncash), moving expenses, deferredcompensation, welfare benefits, per acre profit payments from the ExecutiveLong Term Incentive Plan paid to Highly Compensated Employees and amountsrealized by Highly Compensated Employees from the sale of Long Term IncentivePlan rights to bonafide shareholders of the Company.  Notwithstanding the above, compensation shall not be reduced onaccount of salary reductions which are not includible in the gross income ofthe Covered Employee under Sections 125, 402(e)(3), 402(h)(1)(B) or 403(b) ofthe Code.  For Plan Years beginning onand after March 1, 2002, compensation shall include elective amounts that arenot includible in the gross income of the employee by reason of Section132(f)(4) of the Code.

###  

The amount determinedunder the prior paragraph of this definition with respect to a Participant forany Plan Year shall not exceed one twelfth (1/12) of $200,000, as adjusted bythe Secretary of the Treasury pursuant to Section 401(a)(17) of the Code.  In determining those amounts for aParticipant, the rules of Section 414(q)(6) of the Code shall apply, except thatin applying such rules the term “family” shall include only the spouse andlineal descendants of the Participant who have not attained 19 years of agebefore the end of the Plan Year.  If, asa result of those rules, the adjusted $200,000 limitation is exceeded, then,subject to any adjustments provided for in Internal Revenue Serviceregulations, the limitation shall be prorated among the affected individuals inproportion to each such individual’s basic salary or average monthlycommissions as determined under this definition prior to the application ofthat limitation.

 

For Plan Years beginningafter 1993, the amount determined under the first paragraph of this definitionwith respect to a Participant for any Plan Year shall not exceed one twelfth(1/12) of $150,000, as adjusted by the Secretary of the Treasury pursuant toSection 401(a)(17) of the Code.  Indetermining 

 

9

----

 

those amounts for aParticipant, the rules of Section 414(q)(6) of the Code shall apply, exceptthat in applying such rules the term “family” shall include only the spouse andlineal descendants of the Participant who have not attained 19 years of agebefore the end of the Plan Year.  If, asa result of those rules, the adjusted $150,000 limitation is exceeded, then,subject to any adjustments provided for in Internal Revenue Serviceregulations, the limitation shall be prorated among the affected individuals inproportion to each such individual’s basic salary or average monthlycommissions as determined under this definition prior to the application ofthat limitation.

 

Notwithstanding the priorprovisions of this definition, the rules of Section 414(q)(6) shall not beapplied in determining the maximum amount which may be taken into account underthis definition for Plan Years beginning on and after January 1, 1997.  Further, if Compensation is being determinedfor any period of less than twelve (12) months during a Plan Year, the annualmaximums described in the preceding provisions of this definition shall bereduced in the same proportion as the reduction in the twelve (12) monthperiod.

 

### **Normal Form**. The “Normal Form” of benefit is a life annuity, consisting of a monthlypension payable to a Participant on the first day of each month for theParticipant’s lifetime which will include a payment for the first day of themonth in which the Participant dies.

###  

### **NormalRetirement Age**. AParticipant’s “Normal Retirement Age” is the later of the date the Participantattains age 65 years of age or the fifth anniversary of the first day of thePlan Year in which the Participant commenced participation in the Plan.

###  

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

###  

### **Participant**.  “Participant” means an Employee or formerEmployee of a Participating Employer who is or may become entitled to a benefitunder the Plan.  Effective July 2, 1984 for purposes ofSection 4.10(b), Participant shall include each individual referred to in thatsection.  Effective July 1, 1987 forpurposes of Section 4.10(e), Participant shall include former nonunionemployees and union employees covered under the collectively bargainedagreement between the Company and the Distillery, Rectifying and Wine Workersof America.

###  

### **ParticipatingEmployer**. “ParticipatingEmployer” means the Company and any other Employer which has adopted the Planpursuant to the provisions of Article II and is maintaining it in effect. As of March 1, 2002, United Sugars Corporation and MidwestAgri-Commodities continue to be Participating Employers.

###  

### **Plan**. “Plan” means the “Retirement Plan A for Employees of American CrystalSugar Company” as the same is hereby and may hereafter be amended or restated.

###  

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

###  

### **Plan Year**. “Plan Year” means the twelve-month period commencing each March 1.  The records of the Plan shall be kept uponthe Plan Year.

###  

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

###  

### **PredecessorEmployer**. Any corporation, partnership or sole proprietorship substantially all ofthe assets of which are acquired by a Participating Employer or are indirectlyacquired by a Participating Employer byacquiring the assets of an Employer other than said corporation, partnership orsole proprietorship, or any such entity which merged into or with or isotherwise absorbed by a Participating

###  

### 10

### 

###  

### Employer, is a“Predecessor Employer” provided that one of the followingrequirements applies to that Employer or entity:

###  

##### (1)       a Participating Employer continues to maintain anemployee benefit pension plan of such Employer or entity; or

#####  

##### (2)       employment with that Employer or entity is required tobe treated as employment with a Participating Employer under regulationsprescribed by the Secretary of the Treasury; or

#####  

##### (3)       the Company, in its sole discretion effected on anon-discriminatory basis as to all persons similarly situated identifies thatEmployer or entity as a Predecessor Employer.

#####  

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

 

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

###  

##### (1)       in the case of a Participant who dies after the dateon which the Participant attained the Participant’s Qualified Early RetirementDate, such Participant had incurred a Termination of Service with an immediateQualified Joint and Survivor Annuity Form of benefit on the day before theParticipant’s date of death, or

#####  

##### (2)       in the case of a Participant who dies on or before thedate on which the Participant would have attained the Participant’s QualifiedEarly Retirement Date, such Participant had:

#####  

###### (A)          incurred a Termination of Service onthe date of death,

######  

###### (B)           survived to the Participant’sQualified Early Retirement Date,

######  

###### (C)           incurred a Termination of Servicewith an immediate  Qualified Joint andSurvivor Annuity Form of benefit at the Participant’s Qualified EarlyRetirement Date, and

######  

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

######  

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

 

### **Prior Plan**. If this Plan is adopted by a Participating Employer as an amendment orcontinuation of another plan, then the amended or continued plan as it existedimmediately before the amendment or continuation shall be a “Prior Plan.”  Further, the Plan as it existed on the daybefore the Effective Date of this Restatement shall be considered a Prior Plan.

###  

### **QualifiedDomestic Relations Order**.

###  

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

#####  

11

----

 

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

######  

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

######  

##### (2)       Specification of Facts.  A DomesticRelations Order shall be a Qualified Domestic Relations Order only if the orderclearly specifies:

#####  

###### (A)          the name and last known mailingaddress (if any) of the Participant and the name and mailing address of eachAlternate Payee covered by the order,

######  

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

######  

###### (C)           the number of payments or period towhich such order applies, and

######  

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

######  

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

#####  

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

######  

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

######  

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

######  

##### (4)       Exception For Payments After Early Retirement Date. A Domestic Relations Order shall not be treated as failing to meet therequirements of Subparagraph (3)(A) above solely because such order requiresthat payment of benefits be made to an Alternate Payee:

#####  

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

######  

###### (B)           as if the Participant had incurred aTermination of Service on the date on which such payment is to begin under suchorder (but taking into account only the present value of the benefits actuallyaccrued and not taking into account the present value of any Employer subsidyfor early retirement benefits), and

######  

###### (C)           in any form in which such benefitsmay be paid under the Plan to the Participant [other than in the QualifiedJoint and Survivor Annuity Form with respect to the Alternate Payee and his orher subsequent spouse].

######  

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

 

12

----

 

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

 

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

#####  

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

######  

###### (B)           may treat any other order enteredbefore such date as a Qualified Domestic Relations Order even if such orderdoes not meet the requirements set forth above.

######  

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

###  

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

###  

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

###  

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

###  

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

###  

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

###  

### 13

### 

###  

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

###  

### **Vesting Service**.

###  

##### (1)           Service after February 29, 1976.  After February 29, 1976, a Participant shallreceive credit for one full year of “Vesting Service” for each Plan Year inwhich the Participant had at least 1,000 Hours of Service for a ParticipatingEmployer or Related Employer.

#####  

##### (2)           Service Prior to March 1, 1976.  The Vesting Service to be credited forservice prior to March 1, 1976, shall be the Participant’s last period ofcontinuous employment with the Participating Employers and Related Employersprior to March 1, 1976 rounded to the nearest year.

#####  

##### (3)           Exception:  Predecessor Employer.  Service as an Employee with a PredecessorEmployer shall be treated as service with a Participating Employer for purposesof this definition.

#####  

##### (4)           Exception:  Change in Plan Year.  In the event the Plan Year is changed to anew twelve-month period, Employees shall receive credit for Vesting Service, inaccordance with the preceding provisions of this definition, for each of thePlan Years (the old and new Plan Years) which overlap as a result of suchchange.

#####  

## Section 1.3.            Interpretation.  Wherever appropriate, the singular numbershall include the plural and the plural shall include the singular.  The masculine gender shall include thefeminine gender.  Compound words beginningwith the prefix “here” shall be read as referring to this entire instrument andnot merely to the part of it in which they occur.

##  

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

##  

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

####  

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

####  

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

 

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

 

**ARTICLE II.****Participating Employers**

 

## Section 2.1.            Eligibility.  In order to be eligible to adopt the Plan,an Employer must be designated as eligible by the Administrator, as evidencedby written designation prepared by the Administrator anddelivered tosuch Employer.  The written designationmay specify the date as of which such Employer’s participation may becomeeffective and the terms and conditions, if any, under which

##  

## 14

## 

##  

## and the extent to whichemployment with and remuneration from such Employer, its predecessor oraffiliates shall be taken into account under the Plan.  It may also specify the divisions, plants orother units of Employees of such Employer whose members are eligible to becomeCovered Employees.

##  

## Section 2.2.            Commencement of Participation.  An eligible Employer may adopt the Plan byresolution duly adopted by its Managing Body, as evidenced by copies thereofcertified by its secretary or assistant secretary (or other authorized person)and delivered to the Administrator. Upon such delivery to the Administrator of certified copies of thatresolution, the Employer shall become a Participating Employer effective uponthe later of the date specified in that resolution or the written designationof the Administrator.  If no date isspecified in such resolution or written designation, the eligible Employershall become a Participating Employer as of the first day of the first PlanYear subsequent to the date on which all such resolutions have been dulyadopted.

##  

## Section 2.3.            Termination of Participation.

##  

#### (a)           In addition to the other methods oftermination of Plan participation specified in Article VIII, any ParticipatingEmployer (other than the Company) may withdraw from participation in the Planat any time by giving the Administrator 30 days’ written notice.  The Administrator may terminate theparticipation in the Plan of any Participating Employer (other than theCompany) by giving the Participating Employer 30 days’ written notice.  The termination or partial termination ofparticipation in the Plan by any Participating Employer (or with respect to agroup of its Employees, former Employees or their Beneficiaries) may also takeplace by operation of law.  Suchwithdrawal or termination shall be deemed a termination or partial terminationof the Plan (as applicable) as to such Participating Employer unless the Planis continued under an agreement other than this Agreement by the ParticipatingEmployer or by an acquiring Employer described in Article VIII.  A transfer of assets to a successor plan mayoccur as provided in Section 11.2 of the Plan.

####  

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

####  

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

##  

#### Section 2.5.            RequirementsConcerning Participating Employers.

##  

#### (a)           Ifthe Funding Medium is a trust, the trustee of that trust may, but shall not berequired to, commingle, hold and invest as one trust fund all contributionsmade by Participating Employers, as well as all increments thereof.

####  

#### (b)           Thetransfer of any Participant from or to a Participating Employer, whether theParticipant be an Employee of the Company or another Participating Employer,shall not affect such Participant’s rights under the Plan, and theParticipant’s Accrued Benefit as well as the Participant’s accumulated servicetime with the transferor or predecessor and the Participant’s length ofparticipation in the Plan, shall continue to the Participant’s credit.

####  

15

----

 

#### (c)           Anycontributions made by a Participating Employer, as provided for in this Plan,shall be paid to and held by the Funding Medium for the exclusive benefit ofthe Employees of such Participating Employer and the Beneficiaries of suchEmployees, subject to all terms and conditions of this Plan.  On the basis of information furnished by theAdministrator, the Funding Medium shall keep separate books and recordsconcerning the affairs of each Participating Employer hereunder and as to theAccrued Benefits of the Participants of each Participating Employer.  The Funding Medium may, but need not,register contracts so as to evidence that a particular Participating Employeris the interested Employer hereunder, but in any event of Employee transferfrom one Participating Employer to another, the employing Employer shallimmediately notify the Funding Medium thereof.

####  

#### (d)           Inthe event of Termination of Service of any transferred Employee, any portion ofthe accrued benefit of such Employee which has not been Vested under theprovisions of this Plan shall be allocated by the Funding Medium at thedirection of the Administrator to the respective equities of the ParticipatingEmployers for whom such Employee has rendered service in the proportion thateach Participating Employer has contributed toward the benefits of suchEmployee. The amount so allocated shall be retained by the Funding Medium andshall be used to reduce the contribution by the respective Participating Employer,for the next succeeding year or years.

####  

#### (e)           Anyexpenses of the Plan which are to be paid by the Company or borne by theFunding Medium shall be paid by each Participating Employer in the sameproportion that the total amount standing to the credit of all Participantsemployed by such employer bears to the total standing to the credit of allParticipants.

####  

## Section 2.6.            Designationof Agent.  Each ParticipatingEmployer shall be deemed to be a party to this Plan; provided, however, thatwith respect to all of its relations with the Funding Medium and Administratorfor the purpose of this Plan, each Participating Employer shall be deemed tohave designated irrevocably the Company as its agent.

##  

## Section 2.7.            EmployeeTransfers.  It is anticipated thatan Employee may be transferred between Participating Employers, and in theevent of any such transfer, the Employee involved shall carry with theParticipant the Participant’s accumulated service and eligibility. No suchtransfer shall effect a Termination of Service hereunder, and the ParticipatingEmployer to which the Employee transferred shall thereupon become obligatedhereunder with respect to such Employee in the same manner as was theParticipating Employer from whom the Employee was transferred.

##  

## Section 2.8.            Administrator’sAuthority.  The Administrator shallhave authority to make any and all necessary rules or regulations, binding uponall Participating Employers and all Participants, to effectuate the purpose ofthis Article.

##  

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

** **

## Section 3.1.            Eligibility.

##  

#### (a)       Except as otherwise provided in Section3.1(b), each Employee of a Participating Employer who has attained age 21 andcompleted one (1) year of Eligibility Service may become a Covered Employee.

####  

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

####  

##### (1)           If an Employee is in a unit ofEmployees covered by a collective bargaining agreement which does not providethat Employees in the unit shall be covered by the Plan and if there is evidencethat retirement benefits were the subject of good faith bargaining between therepresentatives of such unit and the Employer, the Employee shall not beeligible to become a Covered Employee.

#####  

##### 16

##### 

#####  

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

#####  

##### (3)       If an Employee does not complete an Hour of Servicefor a Participating Employer or Related Employer on or after January 1, 1988,the Employee must not have attained sixty years of age by the date from whichthe Employee’s Vesting Service is measured to have become a Covered Employee.

#####  

##### (4)       If the resolution under which the Employee’s Employerbecame a Participating Employer specifies the class, division, plant locationor unit of Employees of such Participating Employer who are eligible to becomeCovered Employees, the Employee must be employed in such class, division,plant, location or unit of Employees of such Participating Employer to beeligible to become a Covered Employee.

#####  

##### (5)       If the Employee is covered by another pension plan towhich a Participating Employer contributes the Employee shall not be eligibleto become a Covered Employee.

#####  

##### (6)       A Leased Employee shall not be eligible to become aCovered Employee.

#####  

## Section 3.2.            Commencement of Participation.

##  

#### (a)           Onand after the Effective Date of this Restatement, an Employee shall become aCovered Employee as of the earlier of the March 1 or September 1 following thedate that the Employee first meets the requirements of Section 3.1.

####  

#### (b)           Ifthis Plan is adopted by a Participating Employer as an amendment orcontinuation of a Prior Plan, each Employee of the Participating Employer whoimmediately before the date this Plan became effective as to that Employer wasa participant or was eligible to become a participant in said Prior Plan shallbe a Participant in this Plan as of said date. In addition, each such Employee who on said date is not excluded fromeligibility under Section 3.1(b) shall be a Covered Employee.

####  

#### (c)           Notwithstandingthe prior provisions of this section, to become a Covered Employee, an Employeemust sign such application forms and furnish such information as theAdministrator may reasonably require for the proper administration of the Plan.  Such forms may contain the Employee’sagreement to participate in the Plan. An Employee who has met the eligibility requirements of Section 2.1 andcompleted said forms shall become a Covered Employee as of the date describedin Section 3.2(a).

####  

#### (d)           Inthe event an Employee who has been excluded from eligibility under Section3.1(b) ceases to be so excluded, such Employee shall become a Covered Employeeimmediately if the Employee has satisfied the requirements of Section 3.1(a)and this section and would have otherwise previously become a Covered Employee.

####  

17

----

 

## Section 3.3.            Termination of Active Participation.

##  

#### (a)           AParticipant shall cease to be a Covered Employee upon the Participant’sTermination of Employment with all Participating Employers or the Participant’sdeath, by reason of ceasing to meet the requirements under Section 3.1 to beeligible to become a Covered Employee, by the termination of the Plan, or byoperation of law.

####  

#### (b)           ACovered Employee, upon written request delivered to the Administrator, mayterminate the Participant’s active participation in the Plan.  Upon such termination the Participant shallnot receive further credit for Accrual Service.  Having once terminated the Participant’s active participation inthe Plan, the Participant may not again become a Covered Employee unless theParticipant delivers written revocation of said termination to theAdministrator and again meets the requirements of Sections 3.1 and 3.2.

####  

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

##  

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

##  

**ARTICLE IV.****Benefits Under the Plan**

** **

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

##  

## Section 4.2.            Early Retirement Benefit.

##  

#### (a)           AParticipant who incurs a Termination of Service having reached theParticipant’s earliest possible Early Retirement Date shall be entitled to anearly retirement benefit consisting of a monthly pension payable in the NormalForm commencing on the Participant’s Early Retirement Date.  If such Participant desires to receive anearly retirement benefit, the Participant must elect on a form provided by theAdministrator to receive that benefit commencing on a first day of a monthsubsequent to the election which shall be the Participant’s Early RetirementDate.

####  

#### (b)           TheParticipant’s early retirement benefit shall be equal to the Participant’sAccrued Benefit determined as of the Participant’s Early Retirement Datereduced for payment prior to the Participant’s Normal Retirement Date.  The rate of reduction will be 6.6 percentper year for the first two years that the Participant’s Early Retirement Dateprecedes the first day of the month following the date the Participant reachesage 62 and 3.3 percent per year for the next five years that the Participant’sEarly Retirement Date precedes the Participant’s Normal Retirement Date.  However, if a Participant does not elect tohave the early retirement benefit begin on the first day of the month followingthe Participant’s Termination of Service, the rate of reduction will be 6.6percent per year for the first five years that the Participant’s EarlyRetirement Date precedes the Participant’s Normal Retirement Date and 3.3percent 

####  

18

----

 

#### peryear for the next five years that the Participant’s Early Retirement Dateprecedes the Participant’s Normal Retirement Date.  If the period of time by which the Participant’s Early RetirementDate precedes the Participant’s Normal Retirement Date includes a fraction of ayear, the percentage otherwise applicable to such fractional year will bereduced prorata based on the number of days in a year.  Notwithstanding the preceding provisions ofthis Subsection (b), if the Participant has incurred a Termination of Serviceand the Participant’s earliest possible Early Retirement Date upon incurringthat Termination of Service is on or after age 62, and if the Participantelects that earliest possible Early Retirement Date, then there shall be noreduction.

####  

## Section 4.3.            Deferred Retirement Benefit. A Participant who has reached the Participant’s Normal Retirement Dateand has not incurred a Termination of Service shall be entitled to a deferredretirement benefit commencing on the Participant’s Deferred RetirementDate.  The monthly amount of thedeferred retirement benefit shall be equal to the Participant’s Accrued Benefitdetermined as of the Participant’s Deferred Retirement Date.  The Participant’s deferred retirement benefitshall be payable in the Normal Form and shall commence on the Participant’sDeferred Retirement Date.  In the caseof any Participant who reaches age 70 1⁄2 in 1996, or later, and has notcommenced a distribution consistent with Section 4.13(c), such Participant’sdeferred retirement benefit as of the Participant’s Annuity Starting Date shallnot be less than the Actuarial Equivalent of the Participant’s deferredretirement benefit as of April 1 following the year in which the Participantreaches age 70 1⁄2, plus the Actuarial Equivalent of any additions to theParticipant’s deferred retirement benefit subsequent to that date, less theActuarial Equivalent of any distributions made to the Participant after thatdate.

##  

## Section 4.4.            Termination Benefit.

##  

## (a)           AParticipant who has completed at least five (5) years of Vesting Service andincurs a Termination of Service, and who is not entitled to any of the benefitsdescribed in the preceding provisions of this Article, shall be entitled to atermination benefit consisting of a monthly pension payable, unless theParticipant makes the election provided by Subsection (e), in the Normal Formcommencing on the Participant’s Normal Retirement Date.

####  

## (b)           AParticipant who is otherwise entitled to receive a termination benefit mayelect to begin to receive it on the first day of any month on or following thedate the Participant attains the age and years of Vesting Service needed tosatisfy the Early Retirement Date requirements applicable to theParticipant.  Said benefit shall also bepaid in the Normal Form.

####  

## (c)           Ifthe payment of the Participant’s pension commences with the first day of themonth beginning with the Participant’s Normal Retirement Date, theParticipant’s termination benefit shall be equal to the Participant’s AccruedBenefit.

####  

## (d)           Ifthe payment of the Participant’s pension commences when provided underSubsection (b), the monthly amount of the Participant’s terminationbenefit shall be the Participant’s Accrued Benefit as of the date theParticipant incurs such Termination of Service, reduced for payment prior tothe Participant’s Normal Retirement Date. The rate of reduction will be 6.6 percent per year for the first fiveyears that the Participant’s Annuity Starting Date precedes the Participant’sNormal Retirement Date and 3.3 percent per year for the next five years thatthe Participant’s Annuity Starting Date precedes the Participant’s NormalRetirement Date.  If the period of timeby which the Participant’s Annuity Starting Date precedes the Participant’sNormal Retirement Date includes a fraction of a year, the percentage otherwiseapplicable to such fractional year will be reduced prorata based on the numberof days in a year.

##  

## (e)           AParticipant who qualifies under Subsection (b) may elect to begin receiving thepayment of the benefit to which the Participant is entitled under this sectionby submitting to the Administrator a written statement which describes theParticipant’s benefit under this section and the date it would otherwisecommence, and specifies that the Participant elects to begin receiving thepayment of the Participant’s benefit on the first day of a month allowed bySubsection (b).

####  

#### 19

#### 

####  

## Section 4.5.            February28, 2002 Benefits.  Any benefitsbeing paid under the Plan as it existed on February 28, 2002 shall continue tobe paid in the same amount and form as in effect on that date.  Further, any deferred Vested benefits whichexisted on that date shall be determined under the Plan as it existed on thatdate and shall be payable under the terms of this Plan.

##  

## Section 4.6.            MinimumBenefits.

##  

## (a)           GeneralMinimum Benefit.  In no event willthe benefit determined for a Participant under Sections 4.1, 4.2, 4.3, 4.4, or4.5 and payable as of the Participant’s Normal Retirement Date be less than theaccrued benefit under the Plan as of February 29, 1976.

####  

## (b)           MinimumNormal Retirement Benefit.  In noevent will the benefit determined according to Section 4.1 for a Participantwho was a member as of August 31, 1974, in the “Retirement Plan for Employeesof American Crystal Sugar Company Not Covered Under Collective BargainingAgreements,” and who ceases to be a Covered Employee at or after the Participant’sNormal Retirement Date, be less than one-twelfth of the annual retirementbenefit the Participant would have received under the Plan (as in effect onAugust 31, 1974) had the Participant retired on the Participant’s NormalRetirement Date and the Participant’s salary as defined in the Plan (as ineffect on August 31, 1974) continued at the rate of compensation in effect onMarch 1, 1974.

####  

## (c)           MinimumEarly Retirement Benefit.  In noevent will the benefit determined according to Section 4.3 (for a Participantwho was a Member as of August 31, 1974, in the “Retirement Plan for Employeesof American Crystal Sugar Company Not Covered Under Collective BargainingAgreements”) and who ceases to be a Covered Employee prior to the CoveredEmployee’s Normal Retirement Date, be less than one twelfth of the annualretirement benefit the Covered Employee would have received under the Plan (asin effect on August 31, 1974) had the Covered Employee ceased to be an EligibleEmployee on the last day of the plan year (but not later than the CoveredEmployee’s Normal Retirement Date), in which the Covered Employee ceased to bea Covered Employee and the Covered Employee’s salary as defined in the Plan (asin effect on August 31, 1974) continued at the rate of compensation in effecton March 1, 1974.

####  

## Section 4.7.            Maximum Benefits.

##  

## (a)           Inno event shall the amount of the annual benefit payable with respect to aParticipant from this Plan exceed the maximum permissible amount.  If any Participant isn’t and has never beena participant in another defined contribution or defined benefit planmaintained by a Participating Employer or a Related Employer, and theParticipant’s annual benefit exceeds the maximum permissible amount, it shallbe reduced so that the annual benefit will equal the maximum permissibleamount.

####  

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

 

## (b)           Ifa Participant is, or has ever been, covered under more than one defined benefitplan maintained by a Participating Employer or a Related Employer, the sum ofthe Participant’s annual benefits from all such plans may not exceed themaximum permissible amount.  Thatlimitation shall be met by limiting benefits under this Plan.

####  

## (c)           Providedthat no Participating Employer and no Related Employer has at any timemaintained a defined contribution plan in which the Participant participated,the limitation in Subsection (a) or (b) shall be deemed satisfied if the annualbenefit (or sum of annual benefits) payable to the Participant is not more thanOne Thousand Dollars ($1,000.00) multiplied by the Participant’s years ofVesting Service (not to exceed ten such years).  To the extent provided in Internal Revenue Service 

##  

## 20

## 

##  

## regulations,this subsection shall be applied separately with respect to each change in thebenefit structure of the applicable plan or plans.

####  

## (d)       In the case of a Participant who is alsoparticipating in a defined contribution plan to which the Participant’sParticipating Employer or one of its Related Employers contributes, the sum ofthe Participant’s defined contribution plan fraction and defined benefit planfraction shall not exceed 1.0 in any limitation year.  That limitation shall be met by limiting benefits under this Planbut only if contributions are not limited under the defined contribution planin order to meet that limitation.  Thissubsection shall cease to apply in limitation years beginning after December 31,1999, with respect to Participants who are credited with one Hour of Servicefor a Participating Employer after that date.

####  

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

####  

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

####  

## (1)       The term “annual additions” means the sum of thefollowing amounts credited to the account of a Participant for a limitationyear:

#####  

###### (A)          contributions by a ParticipatingEmployer or a Related Employer;

######  

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

######  

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

######  

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

 

##### (2)       The term ‘annual benefit’ means a benefit which ispayable annually in the form of a straight life annuity.  Except as otherwise provided in thisdefinition, a benefit payable in a form other than a straight life annuity mustbe adjusted to an actuarially equivalent straight life annuity before applyingthe limitations of this section.  The interestrate assumption used to determine actuarial equivalents shall be the greater ofthe interest rate utilized under the definition of Actuarial Equivalent or five(5) percent; provided, however, on and after March 1, 2000, for purposes ofmaking an adjustment from a form of benefit which is subject to Section417(e)(3) of the Code (such as a lump sum distribution), that interest rateassumption shall not be less than the annual rate of interest on 30 yearTreasury securities, or on a substitute for those securities, as specified bythe Commissioner of the Internal Revenue Service for the December immediatelypreceding the first day of the Plan Year during which the applicableParticipant’s Annuity Starting Date occurs. The annual benefit does not include any benefits attributable toEmployee contributions or rollover contributions, or the assets transferredfrom a plan qualified under Section 401(a) of the Code that was not maintainedby a Participating Employer or a Related Employer.  No actuarial adjustment to the benefit is required for (A) thevalue of a Qualified Joint and Survivor Annuity Form of benefit, (B) the valueof ancillary benefits which are not directly related to retirement incomebenefits and (C) the value of post-retirement cost of living increases 

#####  

##### 21

##### 

#####  

##### made in accordancewith applicable regulations.  On andafter the first day of the limitation year beginning in 2000, the mortalityassumptions used for determining an actuarial equivalent shall be based uponthe ‘applicable mortality table’ prescribed by the Secretary of the Treasury inaccordance with Section 417(e)(3) of the Code and regulations and rulingsissued pursuant thereto (which as of January 1, 1995, is based upon a fixed blendof 50% of the male mortality rates and 50% of the female mortality rates fromthe 1983 Group Annuity Mortality Table and as of December 31, 2002, forpurposes of benefit payments commencing on or after that date, is the tableprescribed in Rev. Rul. 2001-62).  Priorto that day, mortality was determined (for that purpose) using the 1983 GroupAnnuity Mortality Table.  The mortalitydecrement shall be taken into account to the extent provided in IRS Notice83-10, 1983-C.B. 536 or its replacement.

#####  

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

#####  

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

#####  

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

#####  

##### (6)           The term “defined contributionfraction” means a fraction, the numerator of which is the sum of the annualadditions to the Participant’s account under all the defined contribution plans(whether or not terminated) maintained by a Participating Employer or a RelatedEmployer for the current or prior limitation years and the denominator of whichis the sum of the maximum aggregate amounts for the current and all priorlimitation years during which the Participant completed a year of VestingService.  The maximum aggregate amountin any limitation year is the lesser of 1.25 times the dollar limitation ineffect under Section 415(c)(1)(A) of the Code or thirty-five percent (35%) ofthe Participant’s compensation for such year. However, at the election of the Administrator, the amount taken intoaccount for all limitation years ending before January 1, 1983 when computingthe denominator may be an amount equal to the denominator which would have beendetermined for the limitation year 

#####  

##### 22

##### 

#####  

##### ending in 1982(under the applicable law as in effect for that limitation year) multiplied bythe transition fraction.  The transitionfraction means the fraction, the numerator of which is the lesser of $51,875 or1.4 multiplied by 25% of the compensation of the Participant for the limitationyear ending in 1981 and the denominator of which is the lesser of $41,500 or25% of the compensation of the Participant for the limitation year ending in1981.  Further, if the Participant wascovered in one or more defined contribution plans maintained by a ParticipatingEmployer or a Related Employer which were in existence for the last limitationyear beginning before 1987, and which satisfied the requirement of Section 415of the Code for that limitation year, the numerator of the defined contributionfraction would be adjusted as specified in Internal Revenue Serviceregulations, if the sum of that fraction and the defined benefit fractionotherwise exceed 1.0 under the terms of this Plan.

 

##### (7)       The term “highest average compensation” means theaverage compensation for the three consecutive calendar years of service with aParticipating Employer or a Related Employer that produces the highest average.

#####  

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

#####  

##### (9)       (A)          Theterm “maximum permissible amount” means the lesser of $90,000 or 100% of theParticipant’s highest average compensation. If the annual benefit commences before the Participant’s Social SecurityRetirement Age, the maximum permissible amount may not exceed the lesser of theactuarial equivalent of a $90,000 annual benefit beginning at that age or theParticipant’s highest average compensation. The actuarial adjustment will be made in accordance with InternalRevenue Service regulations.

#####  

###### (B)           To determine the actuarialequivalents referred to in subparagraph (A) above, the regulationsreferred to in that subparagraph indicate that if the benefit is payable at orafter age 62 and before the Participant’s Social Security Retirement Age(“SSRA”) the dollar limitation at the Participant’s SSRA is reduced by 5/9 of1% for each of the 36 months by which benefits commence before the month inwhich the Participant’s SSRA is attained, and by 5/12 of 1% for each additionalmonth.  However, if the age at which thebenefit is payable is less than age 62, the dollar limitation is furtherreduced so that the limitation is actuarially equivalent to the limitation atage 62.  Effective on and after March 1,2000, the reduced dollar limitation, in that case, is the lesser of theActuarial Equivalent amount (the interest rate shall be 5%) or the equivalentamount computed using 5% interest and the ‘applicable mortality table’ describedbelow.  Prior to such date, theassumptions used to determine that reduced dollar limitation were those usedunder the Plan as it existed immediately before the amendment that added theprovisions concerning the ‘applicable mortality table.’

######  

###### (C)           If the annual benefit commences afterthe Participant’s Social Security Retirement Age, the benefit may not exceedthe lesser of the actuarial equivalent of a $90,000 annual benefit beginning atage 65 or the Participant’s highest average compensation.  Effective on and after March 1, 2000, thatactuarial equivalent shall be the lesser of the equivalent amount computedusing Actuarial Equivalents (mortality shall be determined under the 1983 GroupAnnuity Mortality Table and the interest rate shall be the interest rate underthe definition of Actuarial Equivalent) or the amount computed using fivepercent (5%) interest and the “applicable mortality table” describedbelow.  Prior to that date, the rules ofthe Plan as in effect before that date shall be used to make thatdetermination.

######  

###### (D)          Each applicable January 1st, the$90,000 limitation above will be automatically adjusted to the new dollarlimitation determined by the Commissioner of 

######  

###### 23

###### 

######  

###### Internal Revenuefor the calendar year beginning on that date. The new limitation will apply to limitation years ending with thecalendar year of the date of the adjustment.

######  

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

######  

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

######  

##### (10)      The term “projected annual benefit” means the annualbenefit (defined in the manner provided in this section) to which a Participantwould be entitled under the terms of a plan assuming (A) the Participant willcontinue employment until the Participant’s normal retirement age under thatplan (or current age, if later), and (B) the Participant’s compensation for thecurrent limitation year and all other relevant factors used to determinebenefits under that plan will remain constant for all future limitation years.

#####  

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

####  

## Section 4.8.            Automatic Qualified Joint andSurviving Spouse Annuity.

##  

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

####  

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

####  

#### (c)       No benefit shall be paid to the Participant’sspouse under this section if the applicable benefit had not commenced to theParticipant at the time of the Participant’s death.

####  

#### Section 4.9.            Election Out of Qualified Jointand Survivor Annuity or Life Annuity Form.

##  

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

####  

#### (b)       A Participant who is married may elect tonot have the Participant’s benefit paid in the Qualified Joint and SurvivorAnnuity Form and a Participant who is not married may elect to not have the 

####  

#### 24

#### 

####  

#### Participant’sBenefit paid in the Normal Form.  TheParticipant shall make said election during the Election Period applicable tothe Participant on a form furnished by the Administrator that shall clearlyindicate the Participant’s election. The Participant shall have the right to revoke (in writing) any electionmade under this section and to make the election permitted under this sectionafter any such revocation or revocations at any time within the Election Periodapplicable to the Participant.

####  

#### (c)       (1)       Not less than 30 nor more than 90 daysbefore the Participant’s Annuity Starting Date, the Administrator shall providethe Participant with a written notice (by mail or personal delivery), innontechnical terms, indicating the availability of the Participant’s right toelect not to have the Participant’s benefit paid in the Qualified Joint andSurvivor Annuity Form (or the Normal Form, if the Participant isn’tmarried).  Said notice shall include anexplanation of the terms and conditions of the Qualified Joint and SurvivorAnnuity Form of benefit (or the Normal Form, if the Participant isn’t married),the circumstances in which it will be provided to the Participant, the electionmade available by Subsection (b) (including an explanation of the ElectionPeriod), the financial effect of making or not making such election (in termsof dollars per annuity payment or other payment) including a generaldescription of the material features of the optional forms of benefit under thePlan and their relative value, the rights of the Participant’s spouse underSubsection (d) and the right to revoke an election described in Subsection (b)(and the effect of that revocation). Said notice may also be provided by posting or publication (see Section1.7476-2(c)(1) of Treasury Department Regulations for examples) so long aseither method is reasonably calculated to reach the attention of theParticipant on or about 90 days before the Participant’s Annuity Starting Dateand throughout the Election Period applicable to the Participant (for example,by permanent posting or repeated publication).

####  

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

#####  

###### (A)          the Administrator provides informationto the Participant clearly indicating that the Participant has a right to atleast 30 days to consider whether to waive the Qualified Joint and SurvivorAnnuity Form and consent to a form of distribution other than a Qualified Jointand Survivor Annuity Form;

######  

###### (B)           the Participant is permitted torevoke an affirmative distribution election at least until the Participant’sAnnuity Starting Date, or, if later, at any time prior to the expiration of the7-day period that begins the day after the explanation of the Qualified Jointand Survivor Annuity Form is provided to the Participant; and

######  

###### (C)           the Annuity Starting Date is afterthe date that the explanation of the Qualified Joint and Survivor Annuity Formis provided to the Participant; however, the Participant’s Annuity StartingDate may be before the date that any affirmative distribution election is madeby the Participant if the actual distribution in accordance with theaffirmative election does not commence before the expiration of the 7-dayperiod that begins the day after the explanation of the Qualified Joint andSurvivor Annuity Form is provided to the Participant.

######  

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

####  

25

----

 

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

####  

## Section 4.10.          Death Benefits.

##  

#### (a)           Ifa Participant dies while actively employed by a Participating Employer, thereshall be paid to the Participant’s Eligible Beneficiary a monthly survivor’sbenefit, commencing with the first day of the month next following theParticipant’s death equal to 50% of the Participant’s Accrued Benefit at theParticipant’s Normal Retirement Date computed under the assumption that theParticipant had 30 years of Accrual Service on the date of the Participant’sdeath and if the Participant’s death occurs prior to the Participant’s NormalRetirement Date, that the Participant’s Monthly Compensation continued betweenthe date of the Participant’s death and the Participant’s Normal RetirementDate.  Such monthly survivor’s benefitshall be paid so long as there is an Eligible Beneficiary, provided that thedistribution requirements of Section 4.11 (concerning Section 401(a)(9) of theCode) will be met.  As long as there ismore than one Eligible Beneficiary, such survivor benefit shall be split inequal shares among the Eligible Beneficiaries.

####  

A Participant for thepurpose of this Section shall be considered to be actively employed by aParticipating Employer if at death the Participant is an Employee of aParticipating Employer or is receiving benefits under a ParticipatingEmployer’s Long Term Disability Benefit program provided separately from thisPlan through insurance.

 

If, as a result of thetransfer from one position to another within a Participating Employer, aParticipant’s beneficiary is entitled to receive upon the Participant’s death,a survivor’s benefit under another retirement plan of the ParticipatingEmployer, such survivor’s benefit under this Subsection shall be reduced by theamount of the survivor’s benefit payable under such other plan.

 

If a Participant, uponreaching the Participant’s Normal Retirement Date and remaining in the employof a Participating Employer after such date, does not have an EligibleBeneficiary, or, if such election would result in larger benefits for theParticipant’s Eligible Beneficiary, the Participant may elect an optional formof benefit, as defined in Section 4.11, that would provide death benefits to adesignated Beneficiary.  Such electionmust comply with the provisions of Section 4.11 and the definition ofBeneficiary.  If such election is madeand the Participant dies prior to the Participant’s Annuity Starting Datewithout an Eligible Beneficiary, then the designated Beneficiary under theelected optional form of benefit shall be entitled to the survivor benefitunder that form as if the Participant incurred a Termination of Service on theParticipant’s Normal Retirement Date and began to receive that optional form ofbenefit.  However, on and after March 1,2002, such election shall not be required and the Eligible Beneficiary ordesignated Beneficiary shall be entitled to the death benefit under theoptional form of benefit available to the Participant under Section 4.11 at thetime of the Participant’s death which produces the greatest benefit to theEligible Beneficiary or designated Beneficiary.  Also, on and after March 1, 2002, if the Participant dies withoutan Eligible Beneficiary, such benefit shall not be available to the designatedBeneficiary of a Participant who begins to accrue a benefit under the Plan onor after that date.  Further, on andafter that date, the benefit for the designated Beneficiary of any otherParticipant described in this paragraph who dies without an EligibleBeneficiary shall not take into account accruals under the Plan on and afterthat date, and the determination of the benefit for such Beneficiary shall becomputed using the Participant’s Accrued Benefit as of that date.  If the Participant dies without an EligibleBeneficiary and hasn’t designated a Beneficiary, then the designatedBeneficiary for purposes of this subsection shall be determined under thePlan’s definition of Beneficiary.

 

#### (b)           AParticipant whose death occurs after the Participant’s retirement under Section4.1, 4.2 or 4.3 shall be entitled to a post-retirement death benefit of tenthousand dollars ($10,000) payable in one lump sum to such Participant’sBeneficiary as soon as administratively feasible after the Participant’sdeath.  This Subsection (b) shall beeffective for deaths of Participants who have retired afterOctober 1, 1982.

####  

26

----

 

A Participant from theformer American Crystal Sugar Company Retirement Plan C whose death occursafter the Participant’s retirement and after July 2, 1984 shall receive theprescribed one thousand dollar post-retirement death benefit from RetirementPlan A funds.  The one time lump sumbenefit is payable to the Participant’s Beneficiary as soon as administrativelyfeasible after the Participant’s death. Participants entitled to this benefit are listed at the end of AppendixB

 

#### (c)           Uponthe death on or after August 23, 1984, of a Participant who has been Marriedfor the Required Period and who (1) incurs a Termination of Service as providedfor in Section 4.4 following the completion of at least one (1) Hour of Serviceon or after August 23, 1984, (2) incurs a Termination of Service and isentitled to a benefit under Section 4.2, or (3) incurred a Termination ofService following the completion of at least one (1) Hour of Service in anyPlan Year beginning on or after January 1, 1976 with at least ten (10) Years ofVesting Service; and who has not reached the Participant’s Annuity StartingDate, such Participant’s surviving spouse shall receive a Pre-Retirement SurvivorAnnuity based on the non-forfeitable percentage of the Participant’s AccruedBenefit, determined as of the date of the Participant’s Termination ofService.  If the Participant dies beforethe Participant’s Qualified Early Retirement Date, it must commence on the datethe Participant would have attained the Participant’s Qualified EarlyRetirement Date.  If the Participantdies on or after the Participant’s Qualified Early Retirement Date, the spouseshall be entitled to a benefit commencing on the first day of the monthfollowing the Participant’s death.  Thespouse may agree to a later commencement date (not later than the Participant’sNormal Retirement Date).

####  

#### (d)           Uponthe death (on or after January 1, 1987) of a nonmarried Vested Participant whohas incurred a Termination of Service and has not had an Annuity Starting Date,the Participant’s Beneficiary will receive a lump sum payment equal to theActuarial Value of the annuity that would have been payable under Section4.10(d) if the Participant had been married to a spouse of equal age.  However, on and after March 1, 2002, suchbenefit shall not be available to the Beneficiary of a Participant who beginsto accrue a benefit under the Plan on or after that date.  Further, the benefit for the Beneficiary ofany other Participant shall not take into account accruals under the Plan onand after that date, and the determination of the benefit for such Beneficiaryshall be computed using the Participant’s Accrued Benefit as of that date.

####  

#### (e)           EffectiveJuly 1, 1987 death benefits provided to former nonunion Employees and unionEmployees covered under the collectively bargained agreement between AmericanCrystal Sugar Company and the Distillery, Rectifying and Wine Workers ofAmerica and who were age 55 and over on September 1, 1974 will be provided bythis Plan rather than under a group insurance contract.  The amounts of those benefits for suchpersons are listed in Appendix B.

####  

## Section 4.11.          Other Forms of and Restrictions onBenefits.

##  

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

####  

#### (b)           Insteadof the benefit to which a Participant may otherwise be entitled under the Plan,a Participant may elect to receive an optional form of benefit that is anActuarial Equivalent of the benefit otherwise payable.  For purposes of this Section 4.11, ActuarialEquivalent shall mean the assumptions and factors specified in Appendix A.

####  

#### (c)           Anyform selected shall provide that a Participant’s benefit shall be distributedby the required commencement date described in a subsequent section (concerningcommencement of benefits) or shall begin not later than that date and shall bedistributed over the life of the Participant or over the lives of theParticipant and the Participant’s Beneficiary (or over a period not extendingbeyond the life expectancy of the Participant or the life expectancy of theParticipant and the Participant’s Beneficiary).  Life expectancies shall be computed using the expected returnmultiples in Tables V and VI of Section 1.72-9 of Internal Revenue ServiceRegulations and using the Participant’s (and designated Beneficiary’s) 

####  

27

----

 

#### attainedage as of the Participant’s birthday (and the designated Beneficiary’sbirthday) in the calendar year in which the Participant attains age 70 1/2.  Life expectancies shall not be recalculatedannually for purposes of determining minimum distributions.

####  

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

####  

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

#####  

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

#####  

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

####  

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

####  

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

####  

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

#####  

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

#####  

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

####  

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

####  

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

####  

28

----

 

## Section 4.12.                             Lump Sum Benefit.

 

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

####  

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

####  

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

##  

## Section 4.13.                             Commencement of Benefits and RelatedRequirements.

####  

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

####  

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

#####  

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

#####  

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

####  

## (c)       (1) Except as otherwise provided in this subsection,distributions to any Participant shall commence no later than April 1 of thecalendar year following the year in which the Participant attains 70 1/2, evenif the Participant has not incurred a Termination of Service.  In the case of a Participant who attainedage 70 1/2 before 1988, distributions may be deferred until April 1 of thecalendar year following the year in which the Participant incurs a Terminationof Service, or if earlier, becomes a 5% owner; provided, however, if adistribution would have had to commence by April 1, 1989 on account of a Terminationof Employment in 1988, the required commencement date shall not be before April1, 1990.  For purposes of thissubsection, “5% owner” means a Participant who, at any time during the PlanYear ending in the calendar year in which the Participant attains age 66 1/2 orduring any subsequent Plan Year, owns more than a 5% interest in aParticipating Employer or any Related Employer.  In determining ownership, the constructive ownership provisionsof Section 318 of the Code shall be applied by utilizing a 5% test in lieu ofthe 50% test set forth in Subparagraph (a)(2)(C) of that Code provision, andthe aggregation rules of Section 414(b), (c), (m), and (o) of the Code shallnot apply.

#####  

## (2)In the event that Subsection (c)(1) requires that a benefit commence to aParticipant on an April 1 and the Participant hasn’t incurred a Termination ofService, the Participant’s benefit shall be calculated as if the Participanthad incurred a Termination of Service on the March 31 preceding that April 1.  Further, effective as of each January 1thereafter and as of the Participant’s Deferred Retirement Date, but not laterthan that date, the Participant’s benefit under the Plan shall be recalculatedunder Section 4.3 and correspondingly modified; however,

 

29

----

 

##### the recalculatedbenefit payments shall be reduced by the Actuarial Equivalent of any benefitpayments previously made to the Participant under the Plan.  Any such reduction shall not cause benefitpayments to be decreased to an amount less than the amount the Participant wasreceiving immediately prior to the date that the recalculation is to beeffective.  Accordingly, benefitpayments in effect during the Plan Year ending on December 31, 1998, shall notbe reduced.

#####  

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

####  

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

####  

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

####  

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

##  

## Section 4.14.                             Re–employmentand Suspension of Benefits.

####  

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

#####  

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

 

30

----

 

##### scheduled to workat least 1,000 Hours of Service in the one year period subsequent to such returnto employment..

#####  

##### (2)       No benefit may be suspended under Subsection (a)(1)unless the Administrator (during the first calendar month during which suchbenefit is suspended), provides the Employee by mail or personal delivery witha written notice containing the following:

######  

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

######  

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

######  

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

######  

(D)                               Astatement that the Employee may have a review of the suspension of theEmployee’s benefits by following the claims procedure set forth in Section5.10; and

######  

(E)                                 Astatement that the applicable U.S. Department of Labor regulations relating tothe suspension may be found in Section 2530.203-3 of the Code of FederalRegulations.

 

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

####  

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

####  

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

####  

## (d)       Subject to the prior provisions of thissection, if the Employee dies after such rehire but before the Employee incursa Termination of Service and the Employee’s spouse or Beneficiary is notentitled to a benefit under this Plan and if the form of the Employee’sbenefits payable following any such earlier employment provided for an annuitypayable for a term certain the terms of which had not expired

 

31

----

 

#### onor before the Employee’s said rehire or if said form had provided for paymentsto be made to another person (legal or natural) following the Employee’s death,such payments shall be made as though the Employee had not been rehired.

####  

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

##  

## Section 4.15.                             Transfers to this Plan from AnotherRetirement Plan of the Company. If, as a result of a transfer from another position within the Company,a person becomes a Covered Employee, such person shall accrue as a Participantof this Plan that retirement benefit which is the greater of:

####  

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

####  

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

 

Notwithstanding theforegoing, if, by reason of a transfer within the Company, a person becomes aParticipant in this Plan during a Plan Year in which the Participant was also aParticipant in any other retirement plan or plans maintained by the Company,the benefit of such person will be the benefit determined under the plan inwhich the person was a Participant on the last day of the Plan Year in whichthe transfer occurs, except that such determination shall be made as of thedate of the Participant’s Termination of Service if it is earlier than thatlast day.

 

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

##  

## Section 4.16.                             Non-Duplication of Benefits. In determining the monthly amount of a Participant’s benefit commencingunder Sections 4.1, 4.2, 4.3, or 4.4, there shall be deducted the amount of themonthly benefit, if any, to which the Participant is entitled under any otherpension plan, not including Social Security, that is supported in whole or inpart by contributions of the Company, but only to the extent that such benefitis attributable to employer contributions and to a period of service for whichthe Participant receives a benefit under this Plan.  For purposes of this offset, the amount of the monthly benefitunder such other plan shall be computed by the Actuary on the assumption thatthe benefit is a life annuity with payments commencing at the same time asunder this Plan, regardless of the actual form of payment under such otherplan. In addition, notwithstanding any other provisions of the Plan, benefitsotherwise payable to a Participant under Sections 4.1, 4.2, 4.3, or 4.4 shallbe suspended during such period as the Participant receives long- or short-termdisability benefits provided by the

 

32

----

 

## Participant’sParticipating Employer and during periods of re-employment prior to theParticipant’s Normal Retirement Date. Any benefits payable upon subsequent Termination of Employment will beactuarially adjusted to reflect the payments already received.

##  

## Section 4.17.                             Benefits for Certain Hilisboro Employees. Benefits determined under this Plan for Covered Employees at theCompany’s Hilisboro, North Dakota location who are represented by the American Federationof Grain Millers (AFL-CIO), effective March 1, 1981, shall not be affected byany amendment to the Plan which is adopted after March 1, 1981, unlessspecifically provided under a collective bargaining agreement covering suchCovered Employees.

##  

## Section 4.18.                             Benefits for Employees of United SugarsCorporation.

####  

## (a)       The Accrued Benefit of a Participant whowas a participant in the Minn-Dak Farmers Cooperative Pension Plan as ofSeptember 1, 1993, and who was employed by North Central Sugar Cooperative fromSeptember 1, 1993, through December 31, 1993, and who became an Employee ofUnited Sugars Corporation on January 1, 1994, shall be determined based on thefollowing:

#####  

##### (1)                                  Accrual Service. All service with North Central Sugar Cooperative shall be recognized forbenefit accrual purposes under the definition of Accrual Service. Additionally,each such Employee shall be credited with one year of Accrual Service underthis Plan for the period beginning September 1, 1993, and ending February 28,1994.

#####  

##### (2)                                  Eligibility and Vesting Service. All service with North Central Sugar Cooperative shall be recognized foreligibility and vesting purposes by this Plan.

#####  

##### (3)                                  Accrued Benefit. In no event will a Participant’s Accrued Benefit be less than theParticipant’s accrued benefit determined under the Minn-Dak Farmers CooperativePension Plan as of February 28, 1994, taking into account only the actualservice credited from September 1, 1993, to December 31, 1993.

#####  

##### (4)                                  Optional Settlements. With regard to a Participant’s benefit accrued under the Minn­DakFarmers Cooperative Pension Plan as of February 28, 1994, the transfer ofassets and liabilities from the Minn-Dak Farmers Cooperative Pension Plan tothis Plan shall not result in the elimination or reduction of any “Section411(d)(6) protected benefits” as described in Section 411 of the Code.  Such protected benefits shall be theprotected benefits provided by the Minn–Dak Farmers Cooperative PensionPlan as in effect on February 28, 1994.

##  

## Section 4.19.                             Inalienabilityof Benefits.

####  

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

####  

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

 

33

----

 

## Section 4.20.                             QualifiedDomestic Relations Order.  Notwithstanding the preceding provisions ofthis Article, benefits and payment of benefits under the Plan shall be alteredto conform to a Qualified Domestic Relation Order.

##  

## Section 4.21.                             AnnuityContracts.  A Participant’s benefits under the Plan maybe provided through the acquisition of annuity contracts which are distributedto the Participant (or the Participant’s spouse or Beneficiary).  Any annuity contract distributed from thePlan must be nontransferable.

##  

## Section 4.22.                             MinimumBenefit on Merger, Consolidation or Transfer of Assets of Plan.  In the event the Plan is merged orconsolidated with any other plan or in the event the assets or liabilities ofthe Plan are transferred to any other plan, and if a Participant would havebeen entitled to receive a benefitunder the Planhad it then terminated, the value of the benefit to which the Participant shallbe entitled immediately after such merger, consolidation or asset or liabilitytransfer, shall not be less than the valueof the benefitto which the Participant would have been entitled, had the Plan terminated theday before such merger, consolidation or asset or liability transfer.

##  

## Section 4.23.                             Applicationfor Benefits.  Any person entitled to a benefit under thePlan shall complete, sign, and file with the Administrator an application forbenefits on a form provided by the Administrator, and shall furnish suchadditional data as the Administrator may reasonably require.

##  

## Section 4.24.                             SpecialDirect Rollover Rules.

####  

## (a)       This provision applies to distributionsmade on or after January 1, 1993. Notwithstanding any provision of the Plan to the contrary that wouldotherwise limit a Distributee’s election under this provision, a Distributeemay elect, at the time and in the manner prescribed by the Administrator, tohave any portion of an Eligible Rollover Distribution paid directly to anEligible Retirement Plan specified by the Distributee in a Direct Rollover.

####  

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

#####  

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

#####  

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

#####  

##### (3)                                  Distributee: A “Distributee” includes an Employee or former Employee.  In addition, the Employee’s or formerEmployee’s surviving spouse and the Employee’s or former Employee’s spouse orformer spouse who is the alternate payee under a qualified domestic

 

34

----

 

relations order, as defined in Section 414(p) of theCode, are Distributees with regard to the interest of the spouse or formerspouse.

#####  

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

 

**ARTICLEV.****Administration of the Plan**

##  

## Section 5.1.                                   Administrator.  The general administration of the Plan isthe responsibility of the Company as Administrator.

##  

## Section 5.2.                                   AdministrativeCommittee.

####  

## (a)                                  General. An Administrative Committee consisting of one or more members shall havethe authority and duty to act for the Company in its capacity as Administrator.

####  

## (b)                                 Members. The Chief Executive Officer of the Company shall appoint the members ofthe Administrative Committee.  Each suchappointee shall serve until the appointee either resigns or is removed by saidChief Executive Officer.  Said ChiefExecutive Officer shall fill any vacancy by appointment. If the Chief Executive Officer does not appoint any members of theAdministrative Committee or if there are no current members of theAdministrative Committee, the Chief Executive Officer shall be theAdministrative Committee until the Chief Executive Officer subsequentlyappoints one or more members of the Administrative Committee.

####  

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

####  

## (d)                                 Meetings and Acts. The Administrative Committee shall meet at such places, at such times,and upon such notice, as its members may determine from time to time.  A majority of the current membership of the AdministrativeCommittee shall constitute a quorum for the transaction of business.  Each member of the Administrative Committeeshall have one vote on any question, but no action shall be taken at anymeeting without the affirmative vote of a majority of the whole AdministrativeCommittee. The Administrative Committee may also act without a formal meetingby the written authorization of all of the members.  The Administrative Committee shall keep accurate records of allof its acts and proceedings.

####  

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

####  

## (f)                                    Indemnification. The Participating Employers shall indemnify, save and hold harmless,jointly and severally, the members of the Administrative Committee from any andall loss, damage and liability which such members may incur or sustain, arisingout of their performance of theirduties under thePlan, except tothe extent that such loss, damage and liability results from the willfulmisconduct, gross negligence or lack of good faith of such members or member.

 

35

----

 

## Section 5.3.                                   AdministrativeDuties and Powers.  In addition to the duties and powerselsewhere in this Plan imposed and conferred upon the Administrator, theAdministrator has the duty and power:

####  

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

####  

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

####  

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

####  

## (d)                                 To prepare and file with the appropriateagencies of the United States Government such reports as are required by lawfrom time to time;

####  

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

####  

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

####  

## (g)                                 To make available in its office, forexamination during business hours by any Participant or Beneficiary, copies ofall of the instruments under which the Plan has been established and is beingoperated and copies of all reports or other documents which are required by lawto be made available to them;

####  

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

####  

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

####  

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

####  

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

####  

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

####  

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

####  

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

 

No determination of afact shown by the official employment record of a Participating or RelatedEmployer shall be made contrary to such records unless such records are clearlyproved to be erroneous as to such fact. Any determination made by the Administrator within the scope of itsexpress powers

 

36

----

 

shall be final, but noact or determination of the Administrator in contravention of the terms of thisinstrument shall be valid.

##  

## Section 5.4.                                   RuleAgainst Discrimination.  In the administration of the Plan, the Administratorshall never discriminate in any way in favor of Highly Compensated Employees ofa Participating Employer.

##  

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

####  

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

####  

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

##  

## Section 5.6.                                   ClaimsProcedure.  A Participant or the Participant’s spouse orBeneficiary shall have the right to submit a claim for benefits in writing tothe Claims Reviewer.  The written claimmust specify the basis of it and the amount of the benefit claimed.  The Claims Reviewer shall act to deny oraccept said claim within ninety days of the receipt of the claim by notifyingthe Participant or the Beneficiary of the Claims Reviewer’s action, unlessspecial circumstances require the extension of such ninety–dayperiod.  If such extension is necessary,the Claims Reviewer shall provide the Participant or the spouse or Beneficiarywith written notification of such extension before the expiration of theinitial ninety–day period.  Suchnotice shall specify the reason or reasons for such extension and the date bywhich a final decision can be expected. In no event shall such extension exceed a period of ninety days from theend of the initial ninety-day period. In the event the Claims Reviewer denies the claim of a Participant orthe spouse or Beneficiary in whole or in part, the Claims Reviewer’s writtennotification shall specify, in a manner calculated to be understood by theclaimant, the reason for denial, the specific section or sections of the Planupon which the denial is based, and an explanation of the claim reviewprocedure specified in the Plan.  If anyadditional material or information is required to process the claim, the denialshall describe and indicate why it is necessary.  Shouldthe claim be denied in whole or in part and should the claimantbe dissatisfied with the ClaimsReviewer’s dispositionof the claimant’s claim, the claimant may have a full and fair review of theclaim by the Administrator upon written request therefor submitted by theclaimant or theclaimant’s dulyauthorized representative and received by the Administrator within sixty daysafter the claimant receives written notification that the claimant’s claim hasbeen denied.  In connection with suchreview, the claimant or the claimant’s duly authorized representative shall beentitled to review pertinent documents and submit the claimant’s views as tothe issues, in writing.  TheAdministrator shall act to deny or accept the claim within sixty days afterreceipt of the claimant’s written request for review unless specialcircumstances require the extension of such sixty–day period.  If such extension is necessary, theAdministrator shall provide the claimant with written notification of suchextension before the expiration of such initial sixty-day period.  In all events, the Administrator shall actto deny or accept the claim within one hundred twenty days of the receipt ofthe claimant’s written request for review. The action of Administrator shall be in the form of a written notice tothe claimant and its contents shall include all of the requirements for actionon the original claim.  In no event maya claimant commence legal action for benefitsthe claimant believes are due the claimant until the claimanthas exhausted all of the remedies and procedures afforded the claimant by thissection.

##  

## Section 5.7.                                   Facilityof Payment.  Whenever, in the Administrator’s opinion, aperson entitled to receive any payment of a benefit or installment thereofhereunder is under a legal disability or is incapacitated in any way so as tobe unable to manage the person’s financial affairs, the Administrator maydirect the Trustee to make payments to such person or to the person’s legalrepresentative or to a relative or friend of such person for the person’sbenefit, or the Administrator may direct the Trustee to apply the payment forthe benefit of such person in such manner as the Administrator considersadvisable (including a payment to an individual in accordance with anapplicable law concerning minors, such as the Uniform Transfer to MinorsAct).  Any payment of a benefit orinstallment thereof in accordance with

 

37

----

 

the provisions ofthis Section shall be a complete discharge of any liability for the making ofsuch payment under the provisions of the Plan.

 

**ARTICLE VI.****Funding the Plan**

 

## Section 6.1.                                   EmployerContributions.  Each Participating Employer shall contributeunder the Plan such amounts as equal or exceed the minimum amounts requiredpursuant to ERISA.  The amountsattributable to contributions of a Participating Employer shall be applied onlyfor the benefit of Employees of such Participating Employer.

##  

## Section 6.2.                                   Methodof Funding.

####  

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

####  

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

####  

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

##  

## Section 6.3.                                   ProhibitionAgainst Diversion.

####  

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

####  

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

 

For the purpose of thissection, a “Surplus of Plan Assets” means the amount (if any) by which thevalue of the assets held by the Funding Medium exceeds the value, or thepurchase price, of all of the benefits then accrued under this Plan forParticipants (or their Beneficiaries), determined upon the basis of somethen-currently-available rates consistently applied by the Actuary, or asotherwise required by the Pension Benefit Guaranty Corporation pursuant toERISA.

 

38

----

 

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

####  

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

####  

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

 

**ARTICLE VII.****Amendment**

##  

## Section 7.1.                                   Amendmentby Company.

####  

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

####  

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

####  

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

##  

## Section 7.2.                                   Method.  An amendment may be stated in a resolutionof the Company’s Managing Body or committee of that Managing Body to which thatManaging Body has delegated the power to make the amendment.  Alternatively, an amendment may be stated inan instrument in writing

 

39

----

 

## signed in the name of theCompany by an officer of the Company in the event that such Managing Body orsuch committee has authorized or directed that the amendment be stated in suchan instrument by the officer of the Company signing the instrument.  Also, an amendment may be stated in aninstrument in writing signed in the name of the Company by the Company’s ChiefExecutive Officer if the Chief Executive Officer has authority to execute theamendment pursuant to Section 7.1.

##  

## Section 7.3.                                   Amendmentof Vesting Schedule.

####  

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

####  

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

####  

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

#####  

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

#####  

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

#####  

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

####  

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

 

**ARTICLEVIII.****Termination of Plan and Acquisitions**

##  

## Section 8.1.                                   Terminationof Plan.  The Company reserves to its Managing Bodythe power to terminate the Plan with respect to itself, any or all otherParticipating Employers or any designated group of Employees, former Employeesor Beneficiaries.  In the event that aParticipating Employer should be dissolved and liquidated; or should beadjudged a voluntary or involuntary bankrupt; or should participate in aconsolidation, merger, or other corporate reorganization (except a merger underwhich the Company or a Participating Employer is the surviving corporation) asa result of which the new, surviving, or reorganized corporation does notassume and continue the obligations of the Plan; or should have its corporateexistence terminated in any other way, then the Plan shall terminate as to suchParticipating Employer as of the date such event occurs.  However, if a Participating Employer andanother corporation should unite by consolidation, merger or other corporatereorganization, then the new, surviving or reorganized corporation shall havethe power to continue the Plan as its own as provided in Section 8.5.

##  

## Section 8.2.                                   Effectof Termination.  Notwithstanding any other provision of thePlan, upon the termination or partial termination of the Plan, the rights ofall Participants (with respect to whom suchtermination orpartial termination has taken place) to benefits accrued to the date of suchtermination, to the extent then funded, shall be nonforfeitable.  The preceding sentence is designed tocontain provisions required by Section 401(a)(8) and Section 411(d)(3) of theCode as amended by ERISA and is intended to

 

40

----

 

have the meaningrequired by said Sections and shall be construed in accordance with validRegulations and Internal Revenue Service rulings and determinations issuedunder said Sections.

##  

## Section 8.3.                                   Mechanicsof Termination.  In the event the Company takes anyaffirmative action to terminate the Plan, it shall notify the Funding Medium ofthe termination before the effective date upon which the Plan is to beterminated.  All notices to and filingswith the Participants, Internal Revenue Service or Pension Benefit GuarantyCorporation (hereinafter the “PBGC”) which are required by ERISA or otherapplicable laws shall be given or made by the Administrator.

##  

## Section 8.4.                                   Distributionor Transfer of Assets Upon Termination or Partial Termination.

####  

## (a)       (1) If the Plan is deemed to have beenpartially or completely terminated with respect to all or a group of Participants,whether pursuant to Section 8.1 or by action of a Participating Employer,pursuant to law, then, in the absence of a subsequent amendment to thissection, the Termination Fund (which phrase as used in this section means thatportion of the Plan assets available under the method of funding in effect onthe Plan Termination Date which is determined by the Actuary to be allocable tosuch terminated group of Participants and their Beneficiaries, as such portionof such assets may from time to time be increased by income and gains from theinvestment thereof and decreased by amounts paid or transferred pursuant tothis section with respect to such Participants and by all proper expensesallocable to said payments or transfers and such Plan assets) shall be allocated,to the extent the Termination Fund is sufficient, amongst such Participants andtheir Beneficiaries in the order of precedence specified in ERISA Section 4044,as amended from time to time.  Anyportion of the Termination Fund which remains after such allocation shall betreated as provided in Section 6.3(b).

#####  

##### (2)                                  If a plan is merged into this Plan andthat merger complies with U.S. Treasury Regulations §1.414(l)-1(h) or if thereis a transfer of assets from a plan to this Plan which complies with thoseregulations and with U.S. Treasury Regulations §1.414(l)-1(n)(2), then, in theevent of a spinoff from this Plan or a termination of this Plan within five (5)years following such merger or transfer, Plan assets shall be allocated firstfor the benefit of the participants in each such plan to the extent of theActuarial Value of their Accrued Benefits as of the date of such merger ortransfer.

####  

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

####  

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

#####  

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

#####  

##### (2)                                  Whether or not the restrictions ofSection 9.2 apply to such terminated group of Participants, the portion of theTermination Fund which is to be allocated in accordance with Sections4044(a)(4)(B), 4044(a)(5) and 4044(a)(6) of ERISA shall be allocated, to theextent possible, in order that Participants who are not Highly CompensatedEmployees shall receive

 

41

----

 

from the Plan at least the same proportion of theActuarial Value of their Accrued Benefits as Participants who are HighlyCompensated Employees.

####  

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

####  

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

##  

#### Section 8.5.                                   Acquisitions.  If all, or substantially all, of theEmployees of a Participating Employer or all, or substantially all, of theEmployees constituting a separate or separable unit ofoperation of a Participating Employer, are transferred directlyto the employment of another corporation, partnership or individualproprietorship (in this section called “Buyer”), which, as a part of the sametransaction, acquires either all, or substantially all, of the operating assetsof a Participating Employer or all, or substantially all, of the operatingassets that constitute, together with the Employees, a separate or separableunit of operation, such Buyer with the Administrator’s consent may adopt andmay amend the Plan with respect to the transferred Employees and continue thePlan as its own.  Alternatively, suchBuyer may adopt a separate plan of its own for such transferred Employees orprovide that such Employees shall be covered by an existing plan of theBuyer’s, in which case the Administrator may direct that the portion of theassets of the Plan allocable to such transferred Employees be segregated andtransferred to a medium designated by such Buyer for the funding of its plan.

 

**ARTICLEIX.****Temporary and Other Provisions to PreventDiscrimination**

##  

#### Section 9.1.                                   Applicationof Article IX.  Section 9.2 is effective after December 31,1993.

##  

#### Section 9.2.                                   Pre-terminationRestrictions.

####  

#### (a)       Notwithstanding any other provision ofthe Plan, the Benefit of any Highly Compensated Employee of a ParticipatingEmployer, and any former Employee of a Participating Employer, who is a HighlyCompensated Employee, shall be limited to a Benefit that is nondiscriminatoryunder Section 401(a)(4) of the Code.

####  

#### (b)       Notwithstanding any other provision ofthe Plan, the annual payments under the Plan to a Restricted Employee shall belimited to an amount equal in each Plan Year to the payments that would be madeon behalf of the Restricted Employee under:

#####  

##### (1)                                  a straight life annuity that is theActuarial Equivalent of the Accrued Benefit and other Benefits to which theRestricted Employee is entitled under the Plan (other than a social securitysupplement), and

#####  

##### (2)                                  the amount of the payments that theRestricted Employee is entitled to receive under a social security supplement.

####  

#### (c)       The restrictions in Subsection (b) do notapply if any one of the following requirements is satisfied:

 

42

----

 

##### (1)                                  after payment to a Restricted Employee ofall Benefits payable to the Restricted Employee under the Plan, the value ofPlan assets equals or exceeds one hundred ten percent (110%) of the value ofCurrent Liabilities,

#####  

##### (2)                                  the value of the Benefits payable to theRestricted Employee under the Plan is less than one percent (1%) of the valueof Current Liabilities before distribution, or

#####  

##### (3)                                  the value of the Benefits payable to theRestricted Employee under the Plan does not exceed the amount described inSection 411(a)(11)(A) of the Code (which contains restrictions on certainmandatory distributions).

 

For purposes of thisSubsection (c), the value of Plan assets and the value of Current Liabilitiesmust be determined as of the same date.

####  

#### (d)                                 (1)                                  For purposes of this Section 9.6, the term “Benefit”includes, among other benefits, any periodic income, any withdrawal values payableto a living Employee, and any death benefits not provided for by insurance onthe Employee’s life.

#####  

##### (2)                                  For purposes of this Section 9.6,“Current Liabilities” means the value of current liabilities under Section412(l)(7) of the Code and may be determined at any time by using the value ofcurrent liabilities as reported on Schedule B of the applicable Form 5500 orForm 5500-C/R filed most recently with respect to the Plan prior to that time.

#####  

##### (3)                                  For purposes of this Section 9.2,“Restricted Employee” means, for any Plan Year, a Highly Compensated Employeeor any former Employee who is a Highly Compensated Employee of a ParticipatingEmployer or one of its Related Employers and who is in the group of suchEmployees of that Participating Employer or one of its Related Employers whoare counted during that Plan Year among the 25 such Employees of thatParticipating Employer or one of its Related Employers who have been providedduring a prior Plan Year or are expected by the Administrator to be providedduring the Plan Year with one of the 25 greatest annual compensation amountsprovided by that Participating Employer or one of its Related Employers.

 

**ARTICLE X.****Top Heavy Rules**

 

#### Section 10.1.                             EffectivePeriod of Article X.  This Article is to be effective for PlanYears commencing after December 31, 1983. Notwithstanding the prior provisions of this Plan, the provisionsof this ArticleX shall govern during a Plan Year (and for subsequent Plan Years if sospecified) with respect to a Participating Employer in the event that the Planis a Top Heavy Plan with respect to that Participating Employer for that PlanYear.  This Article X shall not apply toCovered Employees who are part of a unit of Employees covered by a collectivebargaining agreement which meets the requirements of Section 7701(a)(46) of theCode provided that the retirement benefits under the Plan were the subject ofgood faith bargaining.  Importantdefinitions used in this Article are described in the last section of theArticle.

##  

#### Section 10.2.                             MinimumBenefit.  If this Plan is a Top Heavy Plan withrespect to a Participant’s Participating Employer, that Participant’s AccruedBenefit (derived from Employer contributions) under the Plan (when increased bythe Participant’s Accrued Benefit under any other defined benefit planmaintained bythe Participating Employer or any of its Related Employers) when expressed asan annual retirement benefit (a benefit payable annually in the form of asingle life annuity with no ancillary benefits) payable commencing at theParticipant’s Normal Retirement Age shall not be less than the Participant’sAverage Credited Compensation multiplied by such Participant’s ApplicablePercentage.  AnEmployee may notbe excluded from being considered a Participant under this section because theEmployee’scompensation is under a stated amount or because the Employee was not employedon a specific date.

 

43

----

 

#### Section 10.3.                             Vesting.  In the event that this Plan becomes a TopHeavy Plan with respect to a Participant’s Participating Employer for any PlanYear, that Participant shall be Vested under the Plan atthe rate of 20%after two years of Vesting Service and an additional 20% for each year ofVesting Servicethereafter, except that the rate shall be 100% after five yearsof Vesting Service, for purposes of determining the Participant’s terminationbenefit under Section 4.5.

##  

#### Section 10.4.                             Limitationon Benefits.  If the Plan is a Top Heavy Plan with respectto a Participating Employer and the Participating Employer or a RelatedEmployer of that Participating Employer maintains a defined contribution planin addition to this Plan, the limits on benefits described inSection 4.7 of the Plan shall continue to be applicable to theParticipant provided, however, that the “defined benefit plan fraction” and“defined contribution plan fraction” referred to in that section shall bemodified by substituting “1.0” for “1.25” where it appears in those definitionsin the event that the Plan is a Super Top Heavy Plan or such modification isotherwise required by Section 416(h)(1) of the Internal Revenue Code.  Further, the Administrator may, incalculating the defined contribution plan fraction, elect to apply thetransitional rule described in Section 415(e)(6) of the Internal Revenue Codeand Section 4.7(f)(6) of the Plan only as modified (if modified) by Section416(h)(4) of said Code ($41,500 is substituted for $51,875 in the transitionfraction described in Section 4.7(f)(6)). In addition, for years in which the Plan is a Top Heavy Plan withrespect to a Participant’s Participating Employer, for purposes of determiningthat Participant’s Accrued Benefit (derived from Employer contributions) underthe Plan, the Participant’s compensation shall not exceed the Participant’sCredited Compensation.  However, theParticipant’s Accrued Benefit shall not be reduced from any level attainedbefore the Plan became a Top Heavy Plan. This section will cease to be effective for limitation years (as definedin Section 4.7(f)(8) of the Plan) beginning after December 31, 1999, withrespect to each Participant who incurs one Hour of Service for a ParticipatingEmployer or Related Employer in one of those limitation years.

##  

#### Section 10.5.                             Definitions. The terms defined in this Section, whenused in this Article X with initial capital letters have the following meaningsunless the context clearly indicates that other meanings are intended:

####  

#### (a)       Accrued Benefit. “Accrued Benefit” means the amount of benefit which a person has accruedunder a defined benefit plan through a specific date.

####  

#### (b)       Applicable Percentage. “Applicable Percentage” means a percentage which is equal to the lesserof:

#####  

##### (1)                                  Two percent (2%) multiplied by theParticipant’s number of Years of Service; or

#####  

##### (2)                                  Twenty percent (20%).

####  

#### (c)       Average Credited Compensation. “Average Credited Compensation” means a Participant’s average annualCredited Compensation during the five consecutive Years of Service during whichthe Participant had the greatest aggregate Credited Compensation.  If the Participant does not have five Yearsof Service, the Participant’s Average Credited Compensation shall be theParticipant’s average annual Credited Compensation over the Participant’sactual number of Years of Service.

####  

#### (d)       Credited Compensation. A Participant’s “Credited Compensation” for a Plan Year means thecompensation paid to the Participant by the Participant’s ParticipatingEmployer during such Plan Year as determined in accordance with Section 414(q)(7))of the Code.  However, a Participant’sCredited Compensation for a Plan Year shall not include an amount in excess ofTwo Hundred Thousand Dollars ($200,000), provided that that limit shall beincreased to conform to any cost of living adjustment made to the limit by theSecretary of the Treasury or the Secretary’s delegate.

####  

#### (e)       Determination Date. “Determination Date” for a plan year of a plan means the last day of thepreceding plan year of that plan or, in the case of the first plan year, the lastday of such plan year.

 

44

----

 

#### (f)       Five Percent Owner. “Five Percent Owner” means either:

#####  

##### (1)                                  if the Employer is a corporation, anyperson who owns (or is considered as owning within the meaning of Section 318of the Code) more than five percent (5%) of the outstanding stock of thecorporation or stock possessing more than five percent (5%) of the totalcombined voting power of all stock of the corporation, or

#####  

##### (2)                                  if the Employer is not a corporation, anyperson who owns more than five percent (5%) of the capital or profits interestin the Employer (the rules of Section 318 shall apply in a similar manner tothe way they apply to ownership in a corporation).

 

The rules of Section 318shall be applied by using a 5% test in lieu of the 50% test set forth inSubparagraph (a)(2)(C) of that section.

####  

#### (g)       Key Employee. A “Key Employee” is any Employee or former Employee (and theBeneficiaries of such Employee) of a Participating Employer who at any timeduring the “determination period” was an officer of the Participating Employeror one of its Related Employers having Credited Compensation in excess of 50%of the dollar limitation in effect under Section 415(c)(1)(A) of the InternalRevenue Code (for purposes of determining those officers, individuals describedin Subparagraph (3)(A) of the definition of Highly Compensated Employees shallbe excluded), an owner (or considered an owner under Section 318 of the Code asmodified for purposes of determining Five Percent Owners) of one of the tenlargest interests (if two individuals have the same interest, the individualhaving the greatest annual Credited Compensation shall be treated as having thelargest interest) in the Participating Employer and its Related Employers ifsuch individual’s Credited Compensation from those Employers exceeds the dollarlimitation under Section 415(c)(1)(A) of the Code, a Five Percent Owner of theParticipating Employer or one of its Related Employers, or a one percent (1%)owner of the Participating Employer or one of its Related Employers who has anannual Credited Compensation of more than $150,000 from the ParticipatingEmployer and its Related Employers.  The“determination period” is the Plan Year in which the “Determination Date”occurs and the four preceding Plan Years. The determination of who is a Key Employee shall be made in accordancewith Section 416(i)(1) of the Code as applied to Employees of the ParticipatingEmployer or its Related Employers.

####  

#### (h)       Present Value of Accrued Benefit.

#####  

##### (1)                                  The “Present Value of Accrued Benefits”of a participant under a defined benefit plan as of the plan’s DeterminationDate is the present value of that participant’s Accrued Benefit as of theValuation Date which falls within a 12 month period ending on the DeterminationDate.  It shall be determined as if theparticipant incurred a Termination of Service as of the Valuation Date.  Further, the amount shall be determined byan actuary selected by the Administrator using the assumptions specified in thedefinition of Actuarial Equivalent except that the interest rate shall be fivepercent (5%).

#####  

##### (2)                                  The “Present Value of Accrued Benefits”of a participant under a defined contribution plan as of its Determination Dateis the sum of (A) the participant’s individual account balance as of the mostrecent Valuation Date occurring within a 12 month period ending on theDetermination Date and (B) any contributions due to be allocated to theparticipant’s account balance as of the Determination Date.

####  

#### (i)       Super Top Heavy Plan. “Super Top Heavy Plan” means a plan which would be considered a TopHeavy Plan even if the figure “Ninety Percent (90%)” were substituted for thefigure “Sixty Percent (60%)” in each place that the latter figure appears in thedefinition of Top Heavy Plan.

####  

#### (j)       Top Heavy Plan. A determination of whether or not this Plan is a “Top Heavy Plan” withrespect to a Participating Employer for a Plan Year shall be made as of theDetermination Date for that Plan Year as follows:

 

45

----

 

##### (1)                                  Each Participating Employer and itsRelated Employers shall be treated as one Employer referred to as the“Participating Employer”) for purposes of determinations made under thissubsection.

#####  

##### (2)                                  If this Plan is not aggregated with otherplans in accordance with the following subsections, it shall be considered aTop Heavy Plan with respect to a Participating Employer if the Present Value ofAccrued Benefits under the Plan for Key Employees of a Participating Employerexceeds sixty percent (60%) of the Present Value of Accrued Benefits for allEmployees (and their beneficiaries) of the Participating Employer.

#####  

##### (3)                                  If a Participating Employer maintains anyother defined benefit or defined contribution plans in which a Key Employeealso participates or maintains any such plans which permit this Plan to meetthe coverage requirements of Section 401(a)(4) or Section 410 of the InternalRevenue Code, then such plans shall be aggregated with this Plan for purposesof determining whether the Plan is a Top Heavy Plan.

#####  

##### (4)                                  In addition to the required aggregationjust described, a Participating Employer may aggregate other definedcontribution and defined benefit plans with this Plan which are maintained bythe Participating Employer if such permissive aggregation thereby eliminatesthe status of this Plan as a Top Heavy Plan under the following subsection andif the aggregated plans would continue to meet the requirements of Sections401(a)(4) and 410 of the Internal Revenue Code when taking the plans intoaccount together.

#####  

##### (5)                                  This Plan shall be considered a Top HeavyPlan with respect to a Participating Employer only if the sum of the PresentValues of Accrued Benefits for Key Employees of the Participating Employerunder all defined benefit and defined contribution plans included in a group ofplans aggregated in accordance with the preceding subsections exceeds sixtypercent (60%) of a similar sum for all Employees (and their beneficiaries) ofthe Participating Employer.  Saidpresent values shall all be determined as of the Determination Dates which fallwithin the calendar year that this Plan’s Determination Date falls.

#####  

##### (6)                                  For purposes of determining aParticipant’s Present Value of Accrued Benefits under a defined contribution ordefined benefit plan, such present value shall be increased by the aggregatedistributions made with respect to such Participant under the plan during thefive year period ending on the plan’s Determination Date.  The preceding sentence shall also apply todistributions under a terminated plan which if it had not been terminated wouldhave been required to be included in an aggregation group.

#####  

##### (7)                                  For purposes of this subsection, thePresent Value of Accrued Benefits for an individual who was a Key Employee butis no longer a Key Employee shall not be taken into account.

#####  

##### (8)                                  Adjustment shall be made to the PresentValues of Accrued Benefits to account for rollovers and plan to plantransfers.  In the case of unrelatedrollovers and transfers, which are those initiated by an individual and madefrom a plan maintained by one Employer to a plan maintained by anotherEmployer, the plan making the distribution counts it as a distribution forpurposes of Subsection (j)(6) of this section, and the plan accepting thedistribution does not consider the distribution part of the Accrued Benefitsunder that plan if such distribution was accepted after December 31, 1983, butconsiders it part of said Accrued Benefits if the distribution was accepted onor prior to December 31, 1983.  In thecase of related rollovers and transfers, which are those either not initiatedby an individual or made to a plan maintained by the same Employer, the planproviding the distribution does not count the distribution as a distributionunder Subsection (j)(6) of this section and the plan accepting the distributedamount counts the distribution as part of the Accrued Benefits under that plan.

 

46

----

 

##### (9)                                  For Plan Years beginning after December3l, l984, the Accrued Benefit of an Employee who has not performed any servicefor the Participating Employer during the five year period ending on theDetermination Date is excluded from the determination made under this subsection.

####  

#### (k)       Valuation Date.

#####  

##### (1)                                  “Valuation Date” in the case of a definedcontribution plan means a date on which individual accounts are valued.

#####  

##### (2)                                  In the case of a defined benefit plan,“Valuation Date” means the date on which plan costs are determined for purposesof the minimum funding rules under ERISA.

####  

#### (l)       Years of Service A Participant’s “Years of Service” for purposes of the precedingdefinitions means “Plan Years” beginning after December 31, 1983 during whichthe Plan was a Top Heavy Plan with respect to the Participant’s ParticipatingEmployer and in which the Participant completes a year of Vesting Service.

 

**ARTICLE XI.****Miscellaneous**

##  

#### Section 11.1.                             Proceduresand Other Matters Regarding Domestic Relations Orders.

####  

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

####  

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

####  

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

#####  

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

#####  

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

 

The Administrator shallestablish reasonable procedures to determine the qualified status of DomesticRelations Orders and to administer distributions under such qualified orders.

####  

#### (d)       During any period in which the issue ofwhether a Domestic Relations Order is a Qualified Domestic Relations Order isbeing determined by the Administrator, by a court of competent jurisdiction, orotherwise, the Administrator shall separately account for the amounts (referredto hereinafter as the “segregated amounts”) which would have been payable tothe Alternate Payee during such period if the order had been determined to be aQualified Domestic Relations Order.  Ifwithin the eighteen (18) month period beginning with the date on which thefirst payment would be required to be made under the Domestic Relations Order,the order or modification thereof is determined to be a Qualified DomesticRelations Order, the Administrator shall pay the segregated amounts (includingany interest thereon) to the person or persons entitled thereto.  If within that eighteen (18) month periodeither

 

47

----

 

(1) it is determined that the order is not a Qualified DomesticRelations Order, or (2) the issue as to whether such order is a QualifiedDomestic Relations Order is not resolved, then the Administrator shall pay thesegregated amounts (including any interest thereon) to the person or personswho would have been entitled to such amounts if there had been no order.  Any determination that an order is aQualified Domestic Relations Order which is made after the close of thateighteen–month period shall be applied prospectively only.

##  

#### Section 11.2.                             Transferto or From Qualified Plan.

####  

#### (a)                                  Assets held by the Funding Medium or byany other plan or trust which is qualified under Section 401(a) of the Code on behalfof an Employee or a Participant may be transferred between the Funding Mediumand such other plan or trust (provided that proper notice is given to theInternal Revenue Service as may be required). The Administrator shall determine whether to allow such transfer andthen shall inform the Funding Medium of its decision and direct it accordingly.

####  

#### (b)                                 All such assets transferred to theFunding Medium shall be segregated or not segregated as the Administrator maydetermine.  Any optional form of distribution,early retirement benefit, or retirement-type subsidy which was applicable tosuch assets under the transferring plan shall continue to apply with respect tothe portion of a Participant’s Accrued Benefit attributable to such assets.  The Administrator shall permit a Participantto elect such an optional form, early retirement benefit, or subsidy, but suchelection will only apply to such portion of the Participant’s AccruedBenefit.  For purposes of this subsection,a retirement-type subsidy shall apply only with respect to a Participant whosatisfies the conditions for the subsidy contained in the transferring plan.

####  

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

####  

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

##  

#### Section 11.3.                             LeasedEmployees.  Any Leased Employee shall be treated as anEmployee of the recipient Employer for the purposes set forth in Section414(n)(3) of the Code, however, contributions or benefits provided by the“leasing organization” which are attributable to services performed for therecipient Employer shall be treated as provided by the recipient Employer.  The preceding sentence shall not apply toany Leased Employee for a Plan Year if Leased Employees constitute less than20% of a recipient Employer’s “non-highly compensated workforce” (as defined inSection 414(n)(5)(C)(ii) of the Code) during that Plan Year and such employeeis covered by a money purchase pension plan providing: (a) a nonintegratedEmployer contribution rate of at least ten percent of compensation (as definedin Section 415(c)(3) of the Code, but including amounts contributed pursuant toa salary reduction agreement which are excludable from such employee’s grossincome under Section 125, Section 402(a)(8), Section 402(h), or Section 403(b)of the Code), (b) immediate participation (except in the case of an individualwhose compensation (as defined in this section) from the leasing organizationin each of four consecutive Plan Years ending with the Plan Year of thedetermination is less than $1,000), and (c) full and immediate vesting.

##  

#### Section 11.4.                             TransitionalRule.

####  

#### (a)                                  Any living Participant not receivingbenefits on August 23, 1984, who would otherwise not receive the benefitsdescribed by Sections 4.8 and 4.9 shall be covered by said sections if such Participantis credited with at least one Hour of Service for a Participating Employer orRelated Employer under the Plan or a prior plan described in the definition ofAccrued Benefits in a Plan Year beginning on

 

48

----

 

#### orafter January 1, 1976, and such Participant had at least ten (10) years ofVesting Service when the Participant incurred a Termination of Service.

####  

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

####  

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

####  

#### (d)       Any Participant who has made the electiondescribed in Subsection (b) of this section and any Participant who meets the requirementsof Subsection (a) except that such Participant does not have at least ten (10)years of Vesting Service when the Participant incurs a Termination of Service,shall have the Participant’s benefits distributed in accordance with thefollowing requirements if benefits would have been payable in the form of alife annuity:

#####  

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

######  

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

######  

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

######  

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

######  

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

 

then such benefitswill be received under this Plan in the Qualified Joint and Survivor AnnuityForm unless the Participant has elected otherwise during the electionperiod.  The election period must beginat least six months before the Participant attains the Participant’s qualifiedearly retirement age and must end no earlier than 90 days before thecommencement of the Participant’s benefits. Any election hereunder will be in writing and may be changed by theParticipant at any time during the election period.

#####  

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

######  

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

######  

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

######  

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

####  

#### (e)       Notwithstanding any other provision ofthe Plan, the spousal consent provisions of Section 4.9 of the Plan concerningan election out of the Qualified Joint and Survivor Annuity Form, shall

 

49

----

 

#### beapplicable after December 31, 1984 to a Participant who has at least one (1)Hour of Service for a Participating Employer or Related Employer under the Planon or after August 23, 1984.

##  

## Section 11.5.                             SpecialRules for Determining Accrued Benefit.

####  

## (a)                                  For Plan Years beginning before the dateSection 411 of the Internal Revenue Code became applicable to the Plan, aParticipant’s Accrued Benefit shall be the greater of that provided by thePlan, or one–half of the benefit which would have accrued had theprovisions of the Plan as in effect on that date been in effect during thosePlan Years.  In the event the AccruedBenefit as of the date Section 411 of the Internal Revenue Code becameeffective as to the Plan is less than that provided under the Plan as in effecton that date, such difference shall be accrued in accordance with the Plan asin effect on that date.

####  

## (b)                                 A Participant’s Accrued Benefit may notbe reduced on account of any increase in the Participant’s age or years ofBenefit or Vesting Service.  However,the preceding sentence shall not apply to social security supplements providedbefore the age when a Participant is entitled to old age insurance benefits,unreduced on account of age, under Title II of the Social Security Act, asamended (provided that the supplement does not exceed such old age insurancebenefit).

##  

## Section 11.6.                             Delegation of Authority.

####  

## (a)                                  Exceptwhen the Managing Body of a Participating Employer is specifically identifiedas having the authority or responsibility to do or perform any act or matter orthing, whenever the Participating Employer, under the terms of the Plan, ispermitted or required to do or perform any act or matter or thing, it shall bedone and performed by the Chief Executive Officer of the Participating Employeror such officer’s delegate.

####  

## (b)                                 NotwithstandingSubsection (a), except when the Managing Body of the Company or AdministrativeCommittee is specifically identified as having the authority or responsibilityto do or perform any act or matter or thing for the Company, whenever theCompany (as opposed to a Participating Employer), under the terms of the Plan,is permitted or required to do or perform any act or matter or thing, it shallbe done and performed in the Company’s name by the Chief Executive Officer ofthe Company or his delegate, which may be the Administrative Committee.

####  

## (c)                                  ChiefExecutive Officers of the Company and other Participating Employers have beengiven certain powers under this Plan. In the discretion of such an officer, such officer may delegate aportion or all of any of such powers to another person, except that the ChiefExecutive Officer of the Company may not delegate any amendment powers toanother person.  Any person needingevidence of that delegation of authority may request and shall be furnishedwith a copy of a certificate executed by the Chief Executive Officer of theCompany or other Participating Employer designating the person who has beendelegated such authority.

##  

## Section 11.7.                             RestatementEffective Upon Receipt of Determination Letter.

####  

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

 

50

----

 

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

##  

## Section 11.8.                             MilitaryService.  Effective as of December 12, 1994,notwithstanding any provision of the Plan to the contrary, contributions,benefits and service credit with respect to qualified military service shall beprovided under the Plan in accordance with Section 414(u) of the Code.

 

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

 

 

51

----

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

 

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

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

 

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

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

 

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

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

 

52

----

 

**APPENDIX A**

 

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

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

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

*** ***

***Explanation of symbols:***

 

F = FactorC = 65 minus commencement ageD = Participant’s age minus Beneficiary’s age

 

0 - Use agenearest commencement0 - Do not interpolate

 

53

----

 

**APPENDIX B**

 

Non-UnionEmployees and Union Employees covered under the collectively bargainedagreement between American Crystal Sugar Company and the Distillery, Rectifyingand Wine Workers of America who were eligible for Basic Life Insurance and wereage 55 or older on September 1, 1974, are eligible for the following deathbenefits:

 
| ***Employee Name*** |   | ***Death Benefit Amount*** |   |
|---------------------|--------|----------------------------|--------|
|                |   |                       |   |
| Milo Born           |   | 10,000                     |   |
| Joe Burwell         |   | 9,500                      |   |
| David Davis         |   | 9,500                      |   |
| Libbie Eccles       |   | 7,500                      |   |
| Philip Fick         |   | 16,500                     |   |
| Olger Gjestvang     |   | 11,250                     |   |
| Leland Hamm         |   | 10,500                     |   |
| Harvey Hauer        |   | 8,000                      |   |
| William Hudson      |   | 9,500                      |   |
| Alton Ingraham      |   | 9,000                      |   |
| Edwin Kidder        |   | 15,000                     |   |
| George Laurence     |   | 12,000                     |   |
| Elmer Lutz          |   | 7,500                      |   |
| Mike Markiewith     |   | $  15,250             |   |
| Cora McDaniel       |   | 6,500                      |   |
| Amelia Miller       |   | 5,000                      |   |
| William Peterson    |   | 12,000                     |   |
| Ernest Rehder       |   | 11,250                     |   |
| Dudley Sims         |   | 18,000                     |   |
| Donald Smith        |   | 9,500                      |   |
| Ruth Smith          |   | 7,500                      |   |
| Quentin Sprank      |   | 8,000                      |   |
| Ed Swift            |   | 14,250                     |   |
| Albert Switser      |   | 10,250                     |   |
| Ted Thierry         |   | 17,250                     |   |
| Ernest Visconti     |   | 12,750                     |   |
| Emil Vogel          |   | 8,500                      |   |
| Erick Wenzel        |   | 9,000                      |   |
| Freeman Winstanley  |   | 20,000                     |   |

 

54

----

 

These retireesfrom Plan C, Clarksburg Union, are entitled to the $1,000 lump sum deathbenefit.  This benefit is paid fromRetirement Plan A.

 

As these retireesdies, the actuary must be notified each March 1 so that participant count andliability can be included in the actuarial report for Plan A.

 
| **Name**         |   | **Social  Security  Number** |   | **Sex** |   | **Date of  Birth** |   | **Benefit  Commencement Date** |   |
|------------------|--------|------------------------------|--------|---------|--------|--------------------|--------|--------------------------------|--------|
|             |   |                         |   |    |   |               |   |                           |   |
| William Hudson   |   | ###-##-####                  |   | M       |   | 10-26-13           |   | 03-01-77                       |   |
|             |   |                         |   |    |   |               |   |                           |   |
| Ralph E. Johnson |   | ###-##-####                  |   | M       |   | 04-19-29           |   | 12-01-81                       |   |

 

55

----