exhibit 10.12
 
 
 
 Sterling Chemicals, Inc.
 Amended And RestatedPension Plan
 
 Effective as of January 1, 2011




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Amended And RestatedSalaried Pension Plan
 Table of Contents
 PREAMBLE
    
    
    1ARTICLE I
    
    
    2DEFINITIONS
    
    
    21.1 Plan Definitions
    
    
    21.2 Construction
    
    
    16ARTICLE II
    
    
    17HOURS OF SERVICE
    
    
    172.1 Crediting of Hours of Service
    
    
    172.2 Hours of Service Equivalencies
    
    
    192.3 Determination of Non-Duty Hours of Service
    
    
    192.4 Allocation of Hours of Service to Service Computation Periods
    
    
    202.5 Department of Labor Rules
    
    
    21ARTICLE III
    
    
    22SERVICE & CREDITED SERVICE
    
    
    223.1 Service
    
    
    223.2 Credited Service
    
    
    233.3 Transfers
    
    
    243.4 Retirement or Termination and Reemployment
    
    
    253.5 Finality of Determinations
    
    
    27ARTICLE IV
    
    
    28ELIGIBILITY FOR PARTICIPATION
    
    
    284.1 Participation
    
    
    284.2 Termination of Participation
    
    
    284.3 Finality of Determinations
    
    
    28ARTICLE V
    
    
    29NORMAL RETIREMENT
    
    
    295.1 Eligibility
    
    
    295.2 Amount
    
    
    295.3 401(a)(17) Fresh Start Adjustments
    
    
    315.4 Special Calculation For Participants Who Transferred From
The Prior Salaried or
Hourly Plan
    
    
    325.5 Special Calculation For Participants Who Transferred From
A Canadian
Affiliate
    
    
    325.6 Adjustment to Normal Retirement Benefit for Employment
After Normal Retirement
Date
    
    
    33
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5.7 Payment
    
    
    33ARTICLE VI
    
    
    34EARLY RETIREMENT
    
    
    346.1 Eligibility
    
    
    346.2 Amount
    
    
    346.3 Early Retirement Supplement
    
    
    366.4 Payment
    
    
    36ARTICLE VII
    
    
    37VESTED RIGHTS
    
    
    377.1 Vesting
    
    
    377.2 Eligibility for Deferred Vested Retirement Benefit
    
    
    377.3 Amount of Deferred Vested Retirement Benefit
    
    
    377.4 Payment
    
    
    387.5 Election of Former Vesting Schedule
    
    
    38ARTICLE VIII
    
    
    39DISABILITY
    
    
    398.1 Eligibility for Disability Accruals
    
    
    398.2 Disability Retirement
    
    
    398.3 Disability Accrual
    
    
    40ARTICLE IX
    
    
    41FORMS OF PAYMENT
    
    
    419.1 Normal Form of Payment
    
    
    419.2 Optional Forms of Payment
    
    
    429.3 Designation of Beneficiary and Beneficiary in Absence of Designated Beneficiary
    
    
    459.4 Notice Regarding Forms of Payment
    
    
    469.5 Election Period
    
    
    479.6 Spousal Consent Requirements
    
    
    479.7 Death Prior to Annuity Starting Date
    
    
    489.8 Effect of Reemployment on Form of Payment
    
    
    48ARTICLE X
    
    
    49SURVIVOR BENEFITS
    
    
    4910.1 Eligibility for Qualified Preretirement Survivor Annuity
    
    
    4910.2 Amount of Qualified Preretirement Survivor Annuity
    
    
    4910.3 Payment of Qualified Preretirement Survivor Annuity
    
    
    50ARTICLE XI
    
    
    51
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GENERAL PROVISIONS & LIMITATIONS REGARDING BENEFITS
    
    
    5111.1 Suspension of Benefits for Rehired Retired Participants
    
    
    5111.2 Exception to Suspension of Benefits Rule
    
    
    5111.3 Non-Alienation of Retirement Rights or Benefits
    
    
    5111.4 Payment of Benefits to Others
    
    
    5111.5 Payment of Small Benefits; Deemed Cashout
    
    
    5211.6 Direct Rollovers
    
    
    5211.7 Limitations on Commencement
    
    
    5411.8 Minimum Required Distributions
    
    
    5411.9 Offset to Accrual After Normal Retirement Date
    
    
    6011.10 Limitations based on funded status
    
    
    60ARTICLE XII
    
    
    62MAXIMUM RETIREMENT BENEFITS
    
    
    6212.1 definitions
    
    
    6212.2 Maximum Limitation on Annual Benefits
    
    
    7012.3 Grandfather Prior Benefits
    
    
    7012.4 Frozen Benefits
    
    
    7012.5 Manner of Reduction
    
    
    71ARTICLE XIII
    
    
    72PENSION FUND
    
    
    7213.1 Pension Fund
    
    
    7213.2 Contributions by the Employers
    
    
    7213.3 Expenses of the Plan
    
    
    7213.4 No Reversion
    
    
    7213.5 Forfeitures Not to Increase Benefits
    
    
    7313.6 Change of Funding Medium
    
    
    73ARTICLE XIV
    
    
    74ADMINISTRATION
    
    
    7414.1 Authority of the Sponsor
    
    
    7414.2 Action of the Sponsor
    
    
    7414.3 Claims Review Procedure
    
    
    7514.4 Qualified Domestic Relations Orders
    
    
    7614.5 Indemnification
    
    
    7614.6 Actions Binding
    
    
    76ARTICLE XV
    
    
    77ADOPTION BY OTHER ENTITIES
    
    
    7715.1 Adoption by Affiliated Companies
    
    
    7715.2 Effective Plan Provisions
    
    
    77
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ARTICLE XVI
    
    
    78AMENDMENT & TERMINATION OF PLAN
    
    
    7816.1 Sponsors Right of Amendment
    
    
    7816.2 Termination of the Plan
    
    
    7816.3 Adjustment of Allocation
    
    
    8016.4 Assets Insufficient for Allocation
    
    
    8016.5 Assets Insufficient for Allocation Under Paragraph (c) of Section 16.2
    
    
    8016.6 Allocations Resulting in Discrimination
    
    
    8016.7 Residual Assets
    
    
    8116.8 Meanings of Terms
    
    
    8116.9 Payments by the Funding Agent
    
    
    8116.10 Residual Assets Distributable to the Employers
    
    
    8116.11 Withdrawal of an Employer
    
    
    81ARTICLE XVII
    
    
    83MISCELLANEOUS
    
    
    8317.1 No Commitment as to Employment
    
    
    8317.2 Claims of Other Persons
    
    
    8317.3 Governing Law
    
    
    8317.4 Nonforfeitability of Benefits Upon Termination or Partial Termination
    
    
    8317.5 Merger, Consolidation, or Transfer of Plan Assets
    
    
    8317.6 Funding Agreement
    
    
    8417.7 Benefit Offsets for Overpayments
    
    
    8417.8 Internal Revenue Requirements
    
    
    8417.9 Overall Permitted Disparity Limits
    
    
    8517.10 Veterans Reemployment Rights
    
    
    8617.11 Location of Payee Unknown
    
    
    86ARTICLE XVIII
    
    
    87TOP-HEAVY PROVISIONS
    
    
    8718.1 Top-Heavy Plan Definitions
    
    
    8718.2 Applicability of Top-Heavy Plan Provisions
    
    
    8918.3 Top-Heavy Vesting
    
    
    8918.4 Minimum Top-Heavy Benefit
    
    
    90
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Preamble
 Salaried Plan Hourly Plan
  EGTRRA JCWAA PFEA AJCA KETRA GOZA PPA HEART WRERA
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Article I
 Definitions
 1.1
    
    Plan Definitions
  A Participants Accrued Benefit as of any date means the portion of his monthly normal
retirement benefit accrued as of that date determined as provided in Article V, based on his
years of Credited Service and the benefit formula or rate in effect on that date; provided,
however, that effective December 31, 2004 for Salaried Participants and July 1, 2007 for
Hourly Participants, a Participants Accrued Benefit means his benefit accrued as of
December 31, 2004 and July 1, 2007, respectively, as determined under the terms of the
Salaried Plan and the Hourly Plan in effect on that date.The Actuarial Equivalent of a value means the actuarial equivalent determined using the
1971 Towers, Perrin, Forster & Crosby Forecast Mortality Table with ages set back one year
for Participants and ages set back five years for Beneficiaries and an interest rate of
seven percent, except that in determining present value for purposes of a single sum
payment, the following factors shall be used: (i) the table prescribed by the Secretary of
the Treasury, which shall be based on the prevailing commissioners standard table,
described in Code Section 807(d)(5)(A), used to determine reserves for group annuity
contracts issued on the date as of which present value is being determined (without regard
to any other subparagraph of Code Section 807(d)(5)) and (ii) the annual rate of interest on
30-year Treasury securities for the second calendar month preceding the Plan Year in which
the distribution is made. For any single sum payment with an Annuity Starting Date on or
after December 31, 2002, the applicable mortality table is the table specified in Revenue
Ruling 2001-62.Notwithstanding the foregoing, for distributions made prior to October 1, 2000, for purposes
of determining present value, the following factors were applicable: (i) the mortality
rates used by the Pension Benefit Guaranty Corporation for terminating single-employer plans
and (ii) the PBGC interest rate. For any distribution made on or after October 1, 2000,
but before December 27, 2002 for a Salaried Participant or before February 22, 2003 for an
Hourly Participant, present value was determined using the factors in this paragraph or the
immediately preceding paragraph, whichever provided a greater benefit.For purposes of this section, the PBGC interest rate means the immediate and deferred
rates, as applicable, utilized by the Pension Benefit Guaranty Corporation for purposes of
determining the present value of a lump sum distribution on plan termination as in effect at
the beginning of the Plan Year in which present value is being determined.
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For a Participant who has reached Normal Retirement Date at the time present value is being
determined, the present value of his Accrued Benefit shall be calculated based on the
immediate annuity payable to the Participant as of his Annuity Starting Date. For a
Participant who has not yet reached Normal Retirement Date at the time present value is
being determined, the present value of his Accrued Benefit shall be calculated based on a
deferred annuity payable commencing at Normal Retirement Date. For purposes of this
paragraph, immediate and deferred annuities will be in the normal form applicable to
unmarried Participants under Section 9.1 of the Plan.Notwithstanding the foregoing, effective for Plan Years beginning December 1, 2008 or after,
for determining the value of single sum distributions, the Applicable Interest Rate shall be
determined as set forth in Notice 2007-81, Rev. Rule 2007-67 and/or other subsequent
guidance issued under the requirements of the PPA, namely, the applicable interest rate
under Section 417(e)(3)(c) of the Code (commonly referred to as the Corporate Bond Rate),
which is the adjusted first, second and third segment rates applied under rules similar to
the rules of Section 430(h)(2)(c) of the Code (determined without regard to the 24-month
average provided under Section 430(h)(D)(i) of the Code and applying the five-year
transition phase-in rule of Section 417(e)(3)(ii) of the Code), determined each Plan Year
using the interest rates in effect for the second full calendar month immediately preceding
the first day of the Plan Year containing the benefit commencement date. Notwithstanding
the foregoing, effective for Plan Years beginning December 1, 2008 or after, the Applicable
Mortality Table for determining the value of lump sum distributions shall be determined as
set forth in Rev. Rul. 2007-67 and/or other subsequent guidance issued under the
requirements of the PPA.The Actuary means an independent actuary selected by the Sponsor, who is an enrolled
actuary as defined in Code Section 7701(a)(35), or a firm or corporation of actuaries having
such a person on its staff, which person, firm, or corporation is to serve as the actuarial
consultant for the Plan.The Administrator means the Sponsor unless the Sponsor designates another person or
persons to act as such.An Affiliated Company means any corporation or business, other than an Employer, which
would be aggregated with an Employer for a relevant purpose under Code Section 414.A Participants, or Beneficiarys, if the Participant has died, Annuity Starting Date
means the first day of the first period for which an amount is paid as an annuity or, in the
case of a single sum payment, the first day on which all events have occurred which entitle
the Participant, or his Beneficiary, if applicable, to such benefit.If a Participant whose Annuity Starting Date has occurred is reemployed by an Employer or an
Affiliated Company resulting in a suspension of benefits in accordance with the provisions
of Section 11.1, for purposes of determining the form of payment of such
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Participants benefit upon his subsequent retirement, such prior Annuity Starting Date shall
apply to benefits accrued prior to the Participants reemployment. Such prior Annuity
Starting Date shall also apply to benefits accrued following the Participants reemployment
if such prior Annuity Starting Date occurred on or after the Participants Normal Retirement
Date. Such prior Annuity Starting Date shall not apply to benefits accrued
following the Participants reemployment if such prior Annuity Starting Date occurred prior
to the Participants Normal Retirement Date.A Salaried Participants Average Monthly Earnings means the greater of the average of:
 (1)
    
    his monthly Earnings during the 36 months immediately preceding the earlier of:
 (i)
    
    the date the Salaried Participants employment terminates (or
the Participants period of employment, if shorter); or(ii)
    
    January 1, 2005; or
 (2)
    
    his highest average Earnings received for any three consecutive calendar years
during the five consecutive calendar years immediately preceding the earlier of:
 (i)
    
    the calendar year during which the Salaried Participants
employment terminates, or;(ii)
    
    January 1, 2005.
 If a Salaried Participant has no Earnings during one or more of the 36 months described
above, the average shall be determined based on the last 36 months during which he has
Earnings.Average Monthly Earnings shall be determined assuming that Earnings for any month during
which a Participant receives disability income from any Employer-sponsored welfare plan
shall equal the Salaried Participants base salary for the calendar month immediately
preceding the calendar month in which his disability commenced.If a Salaried Participants base salary has been reduced because of a decline in his
physical or mental capacity to continue his former assignment, or because he was transferred
to a position of reduced responsibilities or his assignment was abolished or its
responsibilities curtailed, the Salaried Participants base salary will be used, as if it
had not been reduced.Notwithstanding any other provision of the Plan to the contrary, Earnings for employment
after January 1, 2005 shall not be included in determining a Salaried Participants Average
Monthly Earnings.
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A Participants Beneficiary means any beneficiary who is entitled to receive a benefit
under the Plan upon the death of the Participant. Notwithstanding the foregoing, effective
for Plan Years beginning December 1, 2008, a Participants Beneficiary shall also mean a
trust within the meaning of Code Section 401(a)(9)(E).A Break in Service with respect to any Employee means any Service Computation Period
during which he completes fewer than 501 Hours of Service, except that no Employee shall
incur a Break in Service solely by reason of temporary absence from work not exceeding 12
months resulting from illness, layoff, or other cause if authorized in advance by an
Employer pursuant to its uniform leave policy, if his employment is not otherwise terminated
during the period of such absence.The Code means the Internal Revenue Code of 1986, as amended from time to time. Reference
to a Code section shall include (i) such section and any comparable section or sections of
any future legislation that amends, supplements, or supersedes such section and (ii) all
rulings, regulations, notices, announcements, and other pronouncements issued by the U.S.
Treasury Department, the Internal Revenue Service, and any court of competent jurisdiction
that relate to such section.A Participants Covered Compensation means the average, without indexing, of the taxable
wage bases under Section 230 of the Social Security Act in effect for each calendar year
during the 35-year period ending on the last day of the calendar year in which the employee
attains (or will attain) Social Security retirement age, as determined under Code Section
415(b)(8). In determining a Participants Covered Compensation, the following shall apply:
 (1)
    
    For calendar years within the 35-year period, the taxable wage base in effect
for future calendar years shall be assumed to be the same as the taxable wage base in
effect as of the beginning of the Plan Year in which the determination is being made.(2)
    
    For calendar years after the 35-year period ends, a Participants Covered
Compensation means his Covered Compensation for the Plan Year in which the 35-year
period ends.(3)
    
    For calendar years before the 35-year period begins, a Participants Covered
Compensation means the taxable wage base in effect as of the beginning of the Plan Year
in which the determination is being made.
 A Participants Covered Compensation shall be adjusted each Plan Year.A Participants Covered Compensation for purposes of calculating his retirement benefit
under the Plan shall be his Covered Compensation determined as of the date his retirement
benefit is being calculated or, if earlier, as of the date the Participant ceased to accrue
benefits under the Plan.
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A Participants Credited Service means his period of service for purposes of determining
the amount of any benefit for which he is eligible under the Plan, as computed in accordance
with the provisions of Article III.Designated Non-U.S. Citizen Foreign Service Employee means a person employed by a
Subsidiary who satisfies all of the following requirements:
 (1)
    
    He is not a Citizen or Resident (as defined in Code Section 7701(b)) of the
United States of America; and(2)
    
    He is not covered by or participating in any funded plan of deferred
compensation maintained or otherwise provided by any party other than the Employer and
its subsidiaries with respect to the remuneration paid to him by such Foreign
Subsidiary or Foreign Operating Subsidiary; and(3)
    
    He is on international assignment from the Employer and is employed at a
location outside the United States; and(4)
    
    He has been designated by the Employer or its delegate as a Designated Non-U.S.
Citizen Foreign Service Employee.
 Notwithstanding the foregoing, the Employer or its delegate may preclude participation or
impose such terms, conditions and restrictions on the participation of a Designated Non-U.S.
Citizen Foreign Service Employee as the Employer or its delegate, in the exercise of its
sole discretion, deems necessary or desirable in order to comply with U.S. or foreign law
(including, but not limited to, tax reporting and withholding, securities registration or
currency law requirements imposed by law or treaty) as it affects the Designated Non-U.S.
Citizen Foreign Service Employee, the Employer, the Sponsor, the trustee or any agent of the
foregoing.A Participant is Disabled if the Participant meets the eligibility requirements in Section
8.1.Disability Accrual means the benefit described in Section 8.3 that applies to a
Participant who is Disabled and is receiving payments from the LTD Plan.Disability Retirement Benefit means the benefit described in Section 8.2 that applies to a
Participant who is Disabled and is not receiving payments from the LTD Plan.Early Retirement Date
 (a)
    
    For a Salaried Participant means the following:
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(1)
    
    for a Salaried Participant who elects to commence payments
while he continues in employment with his Employer or an Affiliated Company, as
permitted under Section 6.1 of the Plan, the first day of the month following
the later of (a) the month in which he meets the eligibility requirements to
receive early retirement benefits while continuing employment with his Employer
or an Affiliated Company under Section 6.1 or (b) the month in which he makes
written application for an early retirement benefit; or(2)
    
    for a Salaried Participant who does not elect to commence
payments while he continues in employment with his Employer or an Affiliated
Company, the first day of the month following the later of the month in which
he retires after meeting the eligibility requirements in Section 6.1 or the
month in which he makes written application for an early retirement benefit,
but not, in either case, later than his Normal Retirement Date.
 (b)
    
    For an Hourly Participant means the following:
 (1)
    
    for an Hourly Participant who elects to commence payments while
his employment continues, as permitted under Section 6.1 of the Plan, the first
day of the month following the latest of (i) the month in which he meets the
eligibility requirements in Section 6.1, (ii) the month in which he attains age
62, or (iii) the month in which he makes written application for an early
retirement benefit; or(2)
    
    for an Hourly Participant who does not elect to commence
payments while his employment continues, the first day of the month following
the later of the month in which he retires after meeting the eligibility
requirements in Section 6.1 or the month in which he makes written application
for an early retirement benefit, but not later than his Normal Retirement Date.
 The Earnings of a Salaried Participant for any Earnings Computation Period means all
compensation from the Employer including shift differential pay, overtime pay, holiday pay,
sick leave pay, fire brigade pay, military summer encampment pay, and incentive pay.
Incentive pay for this purpose shall mean additional compensation, which may be paid on an
annual or more frequent basis, and which is computed under a formula directly reflecting the
performance of a Salaried Participant or group of Salaried Participants, but shall not
include any award made under the Employers incentive plan nor any distributions made from
the incentive plan or profit sharing plan. Notwithstanding the foregoing, Earnings include
any amount that would have been included in the foregoing description, but for the Salaried
Participants election to defer payment of such amount under Code Section 124, 402(e)(3),
401(h)(1)(B), 403(b) or 457(b) and, effective for Plan Years beginning on and after January
1, 2001, Earnings shall also include any amount that is not included in the Salaried
Participants taxable gross income pursuant to Code Section 132(f).
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Earnings shall exclude bonuses, commissions, amounts paid under any incentive plans in the
future, amounts paid by the Employer for insurance or other welfare plans or benefits, pay
in lieu of vacations, strike pay received prior to May 2, 2004, and additional earnings or
other forms of compensation in excess of a Salaried Participants normal salary that is
received by a Salaried Participant on or after May 2, 2004 for services provided during a
strike or lockout.In no event, however, shall the Earnings of a Salaried Participant taken into account under
the Plan for any 12 consecutive Earnings Computation Periods (the limitation period)
exceed (1) $200,000 for limitation periods beginning before January 1, 1994, or (2) $150,000
for limitation periods beginning on or after January 1, 1994. Notwithstanding the
foregoing, for any Salaried Participant who is credited with at least one Hour of Service on
or after January 1, 2002, the annual Earnings of such Salaried Participant taken into
account in determining benefit accruals for any Plan Year beginning after December 31, 2001
shall not exceed $200,000. For purposes of determining benefit accruals in a Plan Year
beginning after December 31, 2001, Earnings for any prior determination period shall be
limited to $200,000.The limitations set forth in the preceding paragraph shall be subject to adjustment annually
as provided in Code Section 401(a)(17)(B) and Code Section 415(d); provided, however, that
the dollar increase in effect on January 1 of any calendar year, if any, is effective for
limitation periods beginning in such calendar year.An Earnings Computation Period means each calendar month.An Employee means (i) any employee on the payroll of an Employer who is characterized or
treated by the Employer as a common law employee; or (ii) any person who is designated by
the Employer as a U.S. Foreign Service Employee or a Designated Non-U.S. Citizen Foreign
Service Employee. Any employee who becomes an Employee as a result of reclassification by
the Employer as a common law employee shall become an Employee effective as of the date of
such reclassification.Notwithstanding the foregoing, the term Employee shall not include the following:
 (1)
    
    any nonresident alien who does not receive United States source income;(2)
    
    any person other than an Hourly Participant, covered by a collective bargaining
agreement between employee representatives and the Employer, unless the collective
bargaining agreement specifically provides for participation in the Plan;(3)
    
    any temporary worker who is engaged through or employed by a temporary or
leasing agency; or
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(4)
    
    any leased employee or any person who is an independent contractor or who is
employed by another company while providing services to the Employer.
 For purposes of the Plan with respect to the provisions of Code Sections 401(a)(3), (4), (7)
and (16), and 408(k), 410, 411, 415 and 416, any leased employee, other than an excludable
leased employee, shall be treated as an employee of an Employer or any other Affiliated
Company; provided, however, that no leased employee shall become an Employee or shall
accrue a benefit hereunder based on service as a leased employee.A leased employee means any person who performs services for an Employer or an Affiliated
Company (the recipient) (other than an employee of the recipient) pursuant to an agreement
between the recipient and any other person (the leasing organization) on a substantially
full-time basis for a period of at least one year, provided that such services are performed
under the primary direction or control of the recipient. An excludable leased employee
means any leased employee of the recipient who is covered by a money purchase pension plan
maintained by the leasing organization which provides for (i) a nonintegrated employer
contribution on behalf of each Participant in the plan equal to at least ten percent of
compensation, (ii) full and immediate vesting, and (iii) immediate participation by
employees of the leasing organization (other than employees who perform substantially all of
their services for the leasing organization or whose compensation from the leasing
organization in each plan year during the four-year period ending with the plan year is less
than $1,000); provided, however, that leased employees do not constitute more than 20
percent of the recipients nonhighly compensated work force. For purposes of this Section,
contributions or benefits provided to a leased employee by the leasing organization that are
attributable to services performed for the recipient shall be treated as provided by the
recipient.An Employer means the Sponsor and any entity which has adopted the Plan as may be provided
under Article XV.ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to
time. Reference to a section of ERISA shall include such section and any comparable section
or sections of any future legislation that amends, supplements, or supersedes such section.An Hourly Participants Final Average Paymeans the sum of his Average Base Pay, Average
Overtime Pay, and Average Shift Premium for the Averaging Period described in (1) or (2)
below, whichever provides the greater dollar amount:
 (1)
    
    the last 36 calendar months during which he has Base Pay immediately preceding
the earlier of:
 (i)
    
    the date the Hourly Participants employment terminates (or the
Hourly Participants period of employment, if shorter); or
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(ii)
    
    July 1, 2007; or
 (2)
    
    his highest three calendar years during the five consecutive calendar years
immediately preceding the earlier of:
 (i)
    
    the calendar year during which the Hourly Participants
employment terminates, or;(ii)
    
    January 1, 2007.
 For purposes of this Section, the following terms have the following meanings:
 (3)
    
    An Hourly Participants Average Base Pay means his average Base Pay on the
last day of each month during the applicable Averaging Period multiplied by 2,080.(4)
    
    An Hourly Participants Average Overtime Pay means his Base Pay multiplied by
the average number of overtime hours worked by all Employees at the location at which
the Hourly Participant is employed during the applicable Averaging Period. For this
purpose, overtime hours are considered worked during the month in which an Employee is
paid for such hours.(5)
    
    An Hourly Participants Average Shift Premium means his total shift premium
paid for regularly scheduled hours during the applicable Averaging Period divided by 3.
For this purpose, shift premium pay is considered attributable to hours worked during
the month in which the shift premium is paid.(6)
    
    Base Pay means an Hourly Participants regular, base, straight time rate of
hourly compensation, exclusive of any premium. If on the last day of a month an Hourly
Participant is receiving only accident or sickness pay or disability income from a
welfare plan maintained by his Employer, his Base Pay for the month shall be equal to
his Base Pay on his last day worked. If during an Averaging Period an Hourly
Participant is voluntarily or involuntarily transferred to a different job resulting in
a reduction in his Base Pay, the Hourly Participants Base Pay for each month following
the transfer will be equal to the greater of (i) his Base Pay immediately preceding the
transfer or (ii) his Base Pay for any subsequent month during the Averaging Period.
 In no event, shall the pay of an Hourly Participant taken into account for purposes of
determining Final Average Pay hereunder for any 12-consecutive-month period (the limitation
period) exceed (1) $200,000 for limitation periods beginning before January 1, 1994, or (2)
$150,000 for limitation periods beginning on or after January 1, 1994. Notwithstanding the
foregoing, for any Hourly Participant who is credited with at least one Hour of Service on
or after January 1, 2002, the pay of such Hourly Participant taken into account in
determining Final Average Pay for any limitation period beginning after
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December 31, 2001 shall not exceed $200,000. For purposes of determining Final Average Pay
in a Plan Year beginning after December 31, 2001, pay for any prior limitation period shall
be limited to $200,000.The limitations set forth in the preceding paragraph shall be subject to adjustment annually
as provided in Code Section 401(a)(17)(B) and Code Section 415(d); provided, however, that
the dollar increase in effect on January 1 of any calendar year, if any, is effective for
limitation periods beginning in such calendar year.Notwithstanding any other provision of the Plan to the contrary, pay for employment after
July 1, 2007 shall not be included in determining an Hourly Participants Final Average Pay.Foreign Operating Subsidiary means a domestic corporation which is a Subsidiary and which
satisfies the following requirements:
 (1)
    
    80 percent or more of its outstanding voting stock is owned by an Employer; and(2)
    
    Except as provided below, as of the close of its taxable year which ends on or
before the close of the most recent fiscal year of the Employer described in item (1)
above, 95 percent or more of its gross income for the immediately preceding three year
period (or for the entire immediately preceding period of its existence if it had not
been in existence for three years as of such date) was derived from sources without the
United States of America (determined by the Employer in a manner consistent with Code
Sections 861 through 864); and(3)
    
    Except as provided below, 90 percent or more of its gross income for the period
described in item (2) above was derived from the active conduct of a trade or business;
and(4)
    
    If for the period described in item (2) above such Subsidiary had no gross
income, the provisions of items (2) and (3) above shall be considered to be satisfied
if the Employer determined that it is reasonable to anticipate that such provisions
will be satisfied with respect to the period ending on the close of the first taxable
year of such Subsidiary ending after the last day of the period described in item (2)
above.
 Foreign Subsidiary means a foreign corporation or entity in which the Employer owns
(directly or through one or more entities) not less than 10 percent of the voting stock, in
the case of a corporation, or not less than 10 percent of the profits, in the case of any
other entity.The Funding Agent means the person or persons which at the time shall be designated,
qualified, and acting under the Funding Agreement and shall include (i) any trustee for a
trust established pursuant to the Funding Agreement, (ii) any insurance company that
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issues an annuity or insurance contract pursuant to the Funding Agreement, or (iii) any
person holding assets in a custodial account pursuant to the Funding Agreement. The Sponsor
may designate a person or persons other than the Funding Agent to perform any
responsibilities of the Funding Agent under the Plan, other than trustee responsibilities as
defined in ERISA Section 405(c)(3), and the Funding Agent shall not be liable for the
performance of such person in carrying out such responsibilities except as otherwise
provided by ERISA. The term Funding Agent shall include any delegate of the Funding Agent
as may be provided in the Funding Agreement.The Funding Agreement means the agreement entered into between the Sponsor and the Funding
Agent relating to the holding, investment, and reinvestment of the assets of the Plan,
together with all amendments thereto, and shall include any agreement establishing a trust,
a custodial account, an annuity contract, or an insurance contract (other than a life,
health or accident, property, casualty, or liability insurance contract) for the investment
of assets; provided, however, that any custodial account or contract established hereunder
meets the requirements of Code Section 401(f).A Highly Compensated Employee means any Employee or former Employee who is a highly
compensated active employee or a highly compensated former employee as defined hereunder.A highly compensated active employee includes any Employee who performs services for an
Employer or any Affiliated Company during the Plan Year and who (i) was a five percent owner
at any time during the Plan Year or the look back year or (ii) received compensation from
the Employers and Affiliated Companies during the look back year in excess of $80,000
(subject to adjustment annually at the same time and in the same manner as under Code
Section 415(d)). The dollar amount in (ii) shall be pro-rated for any Plan Year of fewer
than 12 months.A highly compensated former employee includes any Employee who (i) separated from service
from an Employer and all Affiliated Companies (or is deemed to have separated from service
from an Employer and all Affiliated Companies) prior to the Plan Year, (ii) performed no
services for an Employer or any Affiliated Company during the Plan Year, and (iii) for
either the separation year or any Plan Year ending on or after the date the Employee attains
age 55, was a highly compensated active employee, as determined under the rules in effect
under Code Section 414(q) for such year.The determination of who is a Highly Compensated Employee hereunder shall be made in
accordance with the provisions of Code Section 414(q) and regulations issued thereunder.For purposes of this definition, the following terms have the following meanings:
 (1)
    
    An employees compensation means 415 compensation as defined in Section 12.1
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(2)
    
    The look back year means the 12-month period immediately preceding the Plan
Year.
 An Hour of Service with respect to any Employee means an hour which is determined and
credited as such in accordance with the provisions of Article II.Hourly Participantmeans an individual who participated in the Hourly Plan immediately
prior to the merger of the Hourly Plan with and into the Plan. Notwithstanding any
provision of the Plan to the contrary, all rights and obligations of an Hourly Participant
as of the merger into the Plan shall be determined in accordance with the terms of the
Hourly Plan in effect at the time immediately preceding the Plan merger. Nothing in the
Plan is intended in any way to expand or reduce the rights Hourly Participants enjoyed under
the terms and conditions of the Hourly Plan.LTD Plan means the Employers long-term disability plan.A Participants Normal Retirement Date for purposes of benefit eligibility means the
following:
 (1)
    
    For a Salaried Participant, the later of (i) the date on which he attains age
65 or (ii) the fifth anniversary of the date he commenced participation in the Plan
and, for all other purposes, the first day of the month immediately following such
date.(2)
    
    For an Hourly Participant, the later of (i) the date on which he attains age 65
or (ii) the earlier of (A) the date he completes 5 years of Service or (B) the fifth
anniversary of the date he commenced participation in the Plan. For all other purposes,
Normal Retirement Date means the first day of the month immediately following such
date.
 A Participant means any person who becomes eligible to participate in the Plan in
accordance with the provisions of Article IV and who retains an Accrued Benefit under the
Plan.The Pension Fund means the fund or funds maintained under the Funding Agreement for
purposes of accumulating contributions made by the Employers and paying benefits under the
Plan.The Plan means this Sterling Chemicals, Inc. Amended and Restated Pension Plan, with all
amendments, modifications, and supplements hereafter made. This instrument amends, restates
and merges the Salaried Plan and the Hourly Plan, each originally effective August 1, 1986.
Wherever the context permits or requires, the Plan shall include such predecessor Salaried
Plan and Hourly Plan.A Plan Year on and after January 1, 2004 means the 12-consecutive-month period ending each
December 31. The Plan Year that began on October 1, 2003 ended on
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December 31, 2003. Prior to October 1, 2003, the Plan Year meant the 12-consecutive-month
period ending each September 30. The first Plan Year began on August 1, 1986 and ended on
September 30, 1986.Prior Albright & Wilson Participant means each employee of an Employer as of August 21,
1992 who was previously an employee of Albright & Wilson based in the United States and was
a participant in the Tenneco, Inc. Retirement Plan during such employment with Albright &
Wilson.Prior Monsanto Participant means each employee of an Employer as of September 30, 1986 for
a Salaried Participant and August 1, 1986 for an Hourly Participant who was previously an
employee of the Monsanto Company (whether or not just prior to formation of the Employer)
and was a participant in the Monsanto Company Salaried Employees Pension Plan or the
Monsanto Company Hourly Paid Employees Pension Plan during such employment with the
Monsanto Company.A Qualified Joint and Survivor Annuity is an immediate annuity payable to the Participant
for his life with a survivor benefit payable upon the death of the Participant to the
Participants Spouse (determined as of his Annuity Starting Date) for the remainder of such
Spouses lifetime. The amount of the survivor benefit payable under a Qualified Joint and
Survivor Annuity shall be equal to at least 50 percent of the amount the Participant was
receiving on his date of death.A Qualified Preretirement Survivor Annuity is an annuity payable to the surviving Spouse
of a Participant for such Spouses life as provided in Article X.Salaried Participantmeans an individual who participated in the Salaried Plan immediately
prior to the merger of the Hourly Plan with and into the Plan. Notwithstanding any
provision of the Plan to the contrary, all rights and obligations of a Salaried Participant
as of the merger into the Plan shall be determined in accordance with the terms of the
Salaried Plan in effect at the time immediately preceding the Plan merger. Nothing in the
Plan is intended in any way to expand or reduce the rights Salaried Participants enjoyed
under the terms and conditions of the Salaried Plan.A Participants Service means his period of service for purposes of determining his
eligibility for a benefit under the Plan, as computed in accordance with the provisions of
Article III.A Service Computation Period means the period used for determining an Employees years of
Service and years of Credited Service.The Service Computation Period for determining a Salaried Participants years of Service is
the Plan Year. The Service Computation Period for determining an Hourly Participants years
of Service is the following: (i) prior to January 1, 1996, the 12-consecutive-month period
ending each September 30; (ii) the period beginning October 1,
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1995 and ending September 30, 1996; and (iii) beginning January 1, 1996, the calendar year.
 The Service Computation Period for determining a Salaried Participants years of Credited
Service is the Plan Year. The Service Computation Period for determining an Hourly
Participants years of Credited Service is the following: (i) prior to October 1, 1996, the
12-consecutive-month period ending each September 30; (ii) the period beginning October 1,
1996 and ending December 31, 1996; and (iii) beginning January 1, 1997, the calendar year.The Sponsor means Sterling Chemicals, Inc., and any successor thereto.A Participants Spouse means the person who is the Participants lawful spouse under
Federal law without regard to the law of any state or territory.The Unionmeans the Texas City, Texas Metal Trades Council, AFL-CIOStandard Work Week for a Salaried Participant means 40 hours per week.Standard Work Year for a Salaried Participant means 2080 hours per calendar year.Subsidiary means any subsidiary, as defined below, or affiliate of the Employer, 80
percent of the stock of which is controlled by the Employer by application of Code Sections
414(b) and 1563(a).For purposes of the preceding paragraph, a subsidiary means any subsidiary or affiliate of
the Employer not described in the paragraph above which would be so described if the figure
51 were replaced for the figure 80 in the preceding paragraph; provided, however, that
only for purposes of exclusion of persons on international assignment from foreign
operations of a domestic subsidiary, 20 shall be substituted for 51 in this paragraph.U.S. Citizen Foreign Service Employee means a person employed by a Foreign Subsidiary or a
Foreign Operating Subsidiary who satisfies all of the following requirements:
 (1)
    
    He is a Citizen or Resident (as defined in Code Section 7701(b)) of the United
States of America; and(2)
    
    He is not covered by or participating in any funded plan of deferred
compensation maintained or otherwise provided by any party other than the Employer (or
where the requisite stock ownership of a Foreign Subsidiary or a Foreign Operating
Subsidiary is owned by another Employer, such other Employer) with respect to the
remuneration paid to him by such Foreign Subsidiary or Foreign Operating Subsidiary;
and
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(3)
    
    If he is an employee of a Foreign Subsidiary, the Employer (or where the
requisite stock ownership of a Foreign Subsidiary or a Foreign Operating Subsidiary is
owned by another Employer, such other Employer) has entered into an agreement with the
Secretary of the Treasury or his delegate under Code Section 3121(l) which applies to
the Foreign Subsidiary of which he is an employee; and(4)
    
    He is on international assignment from the Employer (or where the requisite
stock ownership of a Foreign Subsidiary or a Foreign Operating Subsidiary is owned by
another Employer, such other Employer).
 Notwithstanding the foregoing, the Employer or its delegate may preclude participation or
impose such terms, conditions and restrictions on the participation of a U.S. Citizen
Foreign Service Employee as the Employer or its delegate, in the exercise of its sole
discretion, deems necessary or desirable in order to comply with U.S. or foreign law
(including, but not limited to, tax reporting and withholding, securities registration or
currency law requirements imposed by law or treaty) as it affects the U.S. Citizen Foreign
Service Employee, the Employer, any Foreign Subsidiary, any Foreign Operating Subsidiary,
the Sponsor, the trustee or any agent of the foregoing.
 1.2
    
    Construction
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Article II
 Hours of Service
 2.1
    
    Crediting of Hours of Service
  (a)
    
    Each hour for which he is paid, or entitled to payment, for the performance of duties for an
Employer as an Employee; provided, however, that hours paid for at a premium rate shall be
treated as straight-time hours.(b)
    
    Each hour for which he is paid, or entitled to payment, by an Employer on account of a period
of time during which no duties as an Employee are performed (irrespective of whether he
remains an Employee) due to vacation, holiday, illness, incapacity (including disability),
layoff, jury duty, military duty, or leave of absence, up to a maximum of eight hours per day
and 40 hours per week; provided, however, that no more than 501 Hours of Service shall be
credited to an Employee on account of any single continuous period during which he performs no
duties (whether or not such period occurs in a single Service Computation Period); provided,
further, that no Hours of Service shall be credited for payment which is made or due under a
program maintained solely for the purpose of complying with applicable Workers Compensation,
unemployment compensation, or disability insurance laws; and provided, further, that no Hours
of Service shall be credited to an Employee for payment which is made or due solely as
reimbursement for medical or medically related expenses incurred by him.(c)
    
    Each hour for which back pay, irrespective of mitigation of damages, is either awarded or
agreed to by an Employer; provided, however, that the crediting of Hours of Service for back
pay awarded or agreed to with respect to periods of employment or absence from employment
described in any other paragraph of this Section shall be subject to the limitations set forth
therein and, if applicable, in Section 2.3 and Section 2.4.(d)
    
    Each hour for which he would have been scheduled to work for an Employer during the period of
time that he is absent from work because of service with the armed forces of the United
States, up to a maximum of eight hours per day and 40 hours per week, but only if he is
eligible for reemployment rights under the Uniformed Services Employment and Reemployment
Rights Act of 1994 and he returns to work with an Employer within the period during which he
retains such reemployment rights.(e)
    
    Each hour, determined as provided herein, for which he would have been scheduled to work for
an Employer during the period of time that he is absent from work because of disability for
which he is eligible for or receiving disability benefits under the LTD Plan. For purposes of
this paragraph, an eligible Participant shall be credited with 95 Hours of
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Service for each half month, or 190 Hours of Service for each full month, during which he is
eligible for or receives benefits under the LTD Plan.(f)
    
    Solely for purposes of determining his Service under the Plan, each hour for which Salaried
Participant would have been scheduled to work for an Employer during the period of time that
he is absent from work because of an approved leave of absence of no more than two years,
provided that he returns to work at the end of such leave.(g)
    
    Solely for purposes of determining his Service under the Plan, each hour for which Salaried
Participant would have been scheduled to work for an Employer during the period of time that
he is absent from work because of an approved leave of absence or such shorter period as may
be specified by the Employer.(h)
    
    Each hour for which an Hourly Participant would have been scheduled to work for an Employer
during the period of time that he is absent from work on leave approved by the Employer in
order to conduct business on behalf of the Union.(i)
    
    Solely for purposes of determining his Service under the Plan, each hour for which a Salaried
Participant would have been scheduled to work for an Employer during the period of time that
he is absent from work because of temporary layoff, provided that he returns to active
employment when recalled.(j)
    
    Each hour for which an Hourly Participant would have been scheduled to work for an Employer
during the first 12 months of any absence from work because of temporary layoff.(k)
    
    For an Hourly Participant each hour, determined as provided herein, during the first 12
months of any absence from work because of non-occupational illness or disability that is not
yet determined to be a long-term disability for which he is eligible for disability benefits
under the LTD Plan. For purposes of this paragraph, an eligible Hourly Participant shall be
credited with 95 Hours of Service for each half month, or 190 Hours of Service for each full
month, during which he is absent because of such illness or disability.(l)
    
    For an Hourly Participant, each hour, determined as provided herein, during the period of
time that he is absent from work because of occupational illness or disability that is not yet
determined to be a long-term disability for which he is eligible for disability benefits under
the LTD Plan. For purposes of this paragraph, an eligible Hourly Participant shall be credited
with 95 Hours of Service for each half month, or 190 Hours of Service for each full month,
during which he is absent because of such illness or disability.(m)
    
    Solely for purposes of determining whether he has incurred a Break in Service, each hour for
which he would have been scheduled to work for an Employer during the period of time that he
is absent from work because of the birth of a child, pregnancy, the adoption of a child, or
the caring for a child for the period beginning following the birth or
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adoption of such child, up to a maximum of eight hours per day and 40 hours per week so
that, when added to Hours of Service credited under any other paragraph of this Section, he
shall be credited with not fewer than 501 total Hours of Service under the Plan for the
Service Computation Period in which his absence commenced or the immediately following
Service Computation Period; provided, however, that he shall be credited with Hours of
Service under this paragraph for the Service Computation Period in which his absence from
employment commenced only if necessary to prevent a Break in Service; and provided, further,
that he shall be credited with Hours of Service under this paragraph for the Service
Computation Period immediately following the Service Computation Period in which his absence
from employment commenced only if he is not credited with Hours of Service under this
paragraph for the Service Computation Period in which his absence from employment commenced.(n)
    
    Solely for purposes of determining whether he has incurred a Break in Service, each hour for
which he would be scheduled to work for an Employer during the period of time that he is
absent from work on an approved leave of absence pursuant to the Family and Medical Leave Act
of 1993; provided, however, that Hours of Service shall not be credited to an Employee under
this paragraph if the Employee fails to return to employment with an Employer following such
leave.
  2.2
    
    Hours of Service Equivalencies
  2.3
    
    Determination of Non-Duty Hours of Service
  (a)
    
    In the case of a payment made or due which is calculated on the basis of units of time, such
as hours, days, weeks, or months, the number of Hours of Service to be credited shall be the
number of regularly scheduled working hours included in the units of time on the basis of
which the payment is calculated.
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(b)
    
    In the case of a payment made or due which is not calculated on the basis of units of time,
the number of Hours of Service to be credited shall be equal to the amount of the payment
divided by the Employees most recent hourly rate of compensation immediately prior to the
period to which the payment relates.(c)
    
    Notwithstanding the provisions of paragraphs (a) and (b), no Employee shall be credited on
account of a period during which no duties are performed with a number of Hours of Service
that is greater than the number of regularly scheduled working hours during such period.(d)
    
    If an Employee is without a regular work schedule, the number of regularly scheduled working
hours shall mean the average number of hours worked by Employees in the same job
classification during the period to which the payment relates, or if there are no other
Employees in the same job classification, the average number of hours worked by the Employee
during an equivalent, representative period.
  2.4
    
    Allocation of Hours of Service to Service Computation Periods
  (a)
    
    Hours of Service described in paragraph (a) of Section 2.1 shall be allocated to the Service
Computation Period in which the duties are performed.(b)
    
    Hours of Service credited to an Employee for a period during which an Employee performs no
duties shall be allocated as follows:
 (1)
    
    Hours of Service credited to an Employee on account of a payment which is
calculated on the basis of units of time, such as hours, days, weeks, or months, shall
be allocated to the Service Computation Period or Periods in which the period during
which no duties are performed occurs, beginning with the first unit of time to which
the payment relates.(2)
    
    Hours of Service credited to an Employee on account of a payment which is not
calculated on the basis of units of time shall be allocated to the Service Computation
Period or Periods in which the period during which no duties are performed occurs, or,
if such period extends beyond one Service Computation
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Period, such Hours of Service shall be allocated equally between the first two such
Service Computation Periods.(3)
    
    Hours of Service credited to an Employee for a period of absence during which
the Employee performs no duties and for which no payment is due from his Employer shall
be allocated to the Service Computation Period or Periods during which such absence
occurred.(4)
    
    Hours of Service credited to an Employee because of an award or agreement for
back pay shall be allocated to the Service Computation Period or Periods to which the
award or agreement for back pay pertains, rather than to the Service Computation Period
in which the award, agreement, or payment is made.
 2.5
    
    Department of Labor Rules
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Article III
 Service & Credited Service
 3.1
    
    Service
  (a)
    
    With respect to a Salaried Participant, for periods on and after October 1, 1993, with the
exception of the period described in item (c) below, he shall be credited with a year of
Service for each Service Computation Period for which he is credited with at least 1,000 Hours
of Service; provided, however, that if he is credited with fewer than 1,000 Hours of Service
for a Service Computation Period, he shall be credited with a partial year of Service in the
ratio that his Hours of Service for the Service Computation Period bears to the greater of:
 (1)
    
    1,000 Hours of Service; or(2)
    
    the Hours of Service in the Participants Standard Work Year.
 (b)
    
    With respect to an Hourly Participant, for periods on and after October 1, 1993, with the
exception of the period described in item (c) below, he shall be credited with a year of
Service for each Service Computation Period for which he is credited with at least 1,000 Hours
of Service; provided, however, that if he is credited with fewer than 1,000 Hours of Service
for a Service Computation Period, he shall be credited with a partial year of Service in the
ratio that his Hours of Service for the Service Computation Period bears to 1,000.(c)
    
    An Employee who is credited with at least 1,000 Hours of Service in the Service Computation
Period that began on October 1, 1995 and ended on September 30, 1996 and in the Service
Computation Period that began on January 1, 1996, shall be credited with a year of Service for
each such Service Computation Period.(d)
    
    A Participant who meets the requirements of Section 8.1, entitled Eligibility for Disability
Accruals who has not elected to cease payments under the LTD Plan and receive retirement
benefits under the Plan in accordance with Section 8.1 will continue to accrue Service while
eligible for benefits under the Employers LTD Plan, in accordance with Section 8.2.(e)
    
    For periods prior to October 1, 1993, Service was credited in accordance with the provisions
of the Plan as constituted prior to such date.(f)
    
    For Prior Monsanto Participants, Service is credited on August 1, 1986 in an amount that is
not less than the Service credited to the Participant under the Monsanto Company
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Salaried Employees Pension Plan and/or the Monsanto Company Hourly Paid Employees Pension
Plan as of August 1, 1986.(g)
    
    For Prior Albright & Wilson Participants, Service is credited on August 1, 1992 in an amount
that is not less than the Service credited to the Participant under the Tenneco, Inc.
Retirement Plan as of August 1, 1992.(h)
    
    For Participants who were employees of Cytec Industries, Inc., who became employees of
Sterling Fibers, Inc. on January 31, 1997, Service is credited on January 31, 1997 in an
amount that is not less than the Service credited to the Participant under the Cytec Salaried
and Nonbargaining Employees Retirement Plan as of January 31, 1997.
 3.2
    
    Credited Service
   (a)
    
    For periods on and after October 1, 1993, subject to any limitations set forth in Article V,
with the exception of the period described in item (b) below, he shall be credited with a year
of Credited Service for each Service Computation Period for which he is credited with at least
(1) the number of Hours of Service in the Salaried Participants Standard Work Year (not less
than 1,000 Hours of Service) or (2) 2,080 Hours of Service as an Hourly Participant.If (1) the Hourly Participant is credited with fewer than 2,080 Hours of Service or (2) the
Salaried Participant is credited with fewer than the number of Hours of Service in the
Salaried Participants Standard Work Year for a Service Computation Period, he shall be
credited with a partial year of Credited Service in the ratio that his Hours of Service for
the Service Computation Period bears to 2,080 for such Hourly Participant or the number of
Hours of Service in the Participants Standard Work Year for such Salaried Participant.(b)
    
    For the Service Computation Period that began on October 1, 1995 and ended on December 31,
1996 for a Salaried Participant or December 31, 1995 for an Hourly Participant, a Participant
shall be credited with a fractional year of Credited Service for such Service Computation
Period in the ratio that his Hours of Service for the Service Computation Period bears to the
number of Hours of Service in the Salaried Participants Standard Work Year or 2080 for such
Hourly Participant.
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(c)
    
    A Participant who meets the requirements of Section 8.1, entitled Eligibility for Disability
Accruals who has not elected to cease payments under the LTD Plan and receive retirement
benefits under the Plan in accordance with Section 8.1 will continue to accrue Credited
Service while eligible for benefits under the Employers LTD Plan, in accordance with Section
8.2, at the rate of 190 Hours of Service per month.(d)
    
    Effective on and after November 1, 1998, a Salaried Participant who is involuntarily
terminated (other than for cause) as part of a formal reduction in force or layoff program,
who is between the ages of 54 and 55 at the time of such involuntary termination will continue
to accrue Credited Service until he reaches age 55, at the rate of 190 Hours of Service per
month; provided no duplication of benefits exist due to any other credit given for such
period.(e)
    
    For periods prior to October 1, 1993, Service was credited in accordance with the provisions
of the Plan as constituted prior to such date.(f)
    
    For Prior Monsanto Participants, Credited Service is credited on August 1, 1986 in an amount
that is not less than the Credited Service credited to the Participant under the Monsanto
Company Salaried Employees Pension Plan and/or the Monsanto Company Hourly Paid Employees
Pension Plan as of August 1, 1986.(g)
    
    For Prior Albright & Wilson Participants, Credited Service is credited on August 1, 1992 in
an amount that is not less than the Credited Service credited to the Participant under the
Tenneco, Inc. Retirement Plan as of August 1, 1992.(h)
    
    For Participants who were employees of Cytec Industries, Inc., who became employees of
Sterling Fibers, Inc. on January 31, 1997, no Credited Service is granted prior to January 31,
1997.
 3.3
    
    Transfers
  (a)
    
    Any person who transfers or retransfers to employment with an Employer as an Employee
directly from other employment (i) with an Employer in a capacity other than as an Employee or
(ii), for a Salaried Participant, with any other Affiliated Company, shall be credited with
Service and, for an Hourly Participant, Credited Service, for such other employment as if such
other employment were employment with an Employer as an Employee.(b)
    
    Any person who transfers from employment with an Employer as an Employee directly to other
employment (i) with an Employer in a capacity other than as an Employee or (ii), for a
Salaried Participant, with any other Affiliated Company, shall be deemed by
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such transfer not to lose his Service or Credited Service, and shall be deemed not to retire or
otherwise terminate his employment as an Employee until such time as he is no longer in the
employment of an Employer or, for a Salaried Participant, any other Affiliated Company, at
which time he shall become entitled to benefits if he is otherwise eligible therefore under
the provisions of the Plan and shall receive credit for Service and, for an Hourly
Participant, Credited Service for such other employment as if such other employment were
employment with an Employer as an Employee.(c)
    
    For an Hourly Participant, any person who transfers or retransfers to employment with an
Employer as an Employee directly from other employment with any other Affiliated Company,
shall be credited with Service, but not Credited Service, for such other employment as if such
other employment were employment with an Employer as an Employee.(d)
    
    For an Hourly Participant, any person who transfers from employment with an Employer as an
Employee directly to employment with any other Affiliated Company, shall be deemed by such
transfer not to lose his Service or Credited Service; provided, however, that up to the time
he is no longer in the employment of any other Affiliated Company, he shall receive credit for
Service, but not for Credited Service, for such other employment as if such other employment
were employment with an Employer as an Employee.
  3.4
    
    Retirement or Termination and Reemployment
  (a)
    
    he is reemployed before incurring a Break in Service; or(b)
    
    he is reemployed following a Break in Service and he satisfies the requirements of (1) or (2)
below, as applicable:
 (1)
    
    he was eligible for any retirement benefit at the time of his previous
retirement or other termination of employment and he satisfies any one of the
following:
 -25-




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(i)
    
    he completes a year of Service following his return to
employment; or(ii)
    
    his Break in Service was due to layoff and he is reemployed
following such layoff; or(iii)
    
    his Break in Service was due to Disability and the Participant
was eligible for benefits under the Employers LTD Plan, as described in
Section 8.1, and upon cessation of the LTD Plan benefits, the Participant
returns to active employment with the Employer as an Employee.
 (2)
    
    he terminated his employment before satisfying the conditions of eligibility
for any retirement benefit under the Plan and he satisfies any one of the following:
 (i)
    
    he completes a year of Service following reemployment and
either (A) the aggregate number of his years of Service (not including any
years of Service not required to be aggregated because of previous Breaks in
Service) is greater than the number of his consecutive one-year Breaks in
Service or (B) the number of his consecutive one-year Breaks in Service is less
than five; or(ii)
    
    for an Hourly Participant, his Break in Service was due to
layoff and he is reemployed within the 3-year period following commencement of
such layoff; or(iii)
    
    his Break in Service was due to Disability and the Participant
was eligible for benefits under the Employers LTD Plan, as described in
Section 8.1, and upon cessation of the LTD Plan benefits, the Participant
returns to active employment with the Employer as an Employee; or(iv)
    
    for an Hourly Participant, he completes 10 years of Service
following reemployment.
  -26-




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3.5
    
    Finality of Determinations
  -27-




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##### 



Article IV
 Eligibility For Participation
 4.1
    
    Participation
      4.2
    
    Termination of Participation
  4.3
    
    Finality of Determinations
  -28-




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Article V
 Normal Retirement
 5.1
    
    Eligibility
  5.2
    
    Amount
  (a)
    
    An eligible Salaried Participants monthly normal retirement benefit shall be equal to (1) or
(2), whichever is applicable; provided, however, that if (3) applies to such Salaried
Participant and such Salaried Participants monthly normal retirement benefit would be higher
under (3), then such Salaried Participants monthly normal retirement benefit shall be equal
to (3):
 (1)
    
    For any Salaried Participant who is a Prior Monsanto Participant, employed by
Monsanto prior to April 1, 1986:
 1.4 percent of the Salaried Participants Average Monthly Earnings multiplied by his
number of years and partial years of Credited Service at retirement.
 (2)
    
    For all other Salaried Participants, the sum of (i) and (ii):
 (i)
    
    1.2 percent of the Salaried Participants Average Monthly
Earnings multiplied by his number of years and partial years of Credited
Service at retirement plus(ii)
    
    If the Salaried Participant retires or otherwise terminates
employment on or after April 1, 1999, 0.45 percent of the Salaried
Participants Average Monthly Earnings in excess of Covered Compensation
multiplied by his number of years and partial years of Credited Service at
retirement not in excess of 35 years.
 (3)
    
    For any Salaried Participant hired prior to June 1, 1996, a minimum benefit
equal to the following:
 (i)
    
    If the Salaried Participant retires or otherwise terminates
employment prior to January 1, 1991, $30 multiplied by his years and partial
years of Credited Service.
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(ii)
    
    If the Salaried Participant retires or otherwise terminates
employment on or after January 1, 1991, $35 multiplied by his years and partial
years of Credited Service.
 Notwithstanding anything to the contrary contained above, a Salaried Participants monthly
normal retirement benefit determined above will be offset by such Salaried Participants
vested Accrued Benefit payable under the Monsanto Company Salaried Employees Pension Plan,
the Monsanto Company Hourly Paid Employees Pension Plan or the Tenneco, Inc. Retirement
Plan, if any.In no event will a reduction in a Salaried Participants Average Monthly Earnings reduce the
normal retirement benefit payable to him below the amount that would have been payable to
him under the same form of payment had he retired prior to his Normal Retirement Date when
eligible for an early retirement benefit.(b)
    
    Effective for Hourly Participants whose employment with an Employer ceases on or after
December 31, 1998, an eligible Hourly Participants monthly normal retirement benefit shall be
equal to the product of the applicable dollar amount, determined from the chart below based on
the Hourly Participants Final Average Pay, multiplied by the Hourly Participants number of
years and partial years of Credited Service at retirement.
 Final Average Pay
    
    Applicable Dollar AmountLess than $35,500
    
    $
    35At least $35,500, but less than $36,500
    
    $
    36At least $36,500, but less than $37,500
    
    $
    37At least $37,500, but less than $38,500
    
    $
    38At least $38,500, but less than $39,500
    
    $
    39At least $39,500, but less than $40,500
    
    $
    40At least $40,500, but less than $41,500
    
    $
    41At least $41,500, but less than $42,500
    
    $
    42At least $42,500, but less than $43,500
    
    $
    43At least $43,500, but less than $44,500
    
    $
    44At least $44,500, but less than $45,500
    
    $
    45
 -30-




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##### 



Final Average Pay
    
    Applicable Dollar AmountAt least $45,500, but less than $46,500
    
    $
    46At least $46,500, but less than $47,500
    
    $
    47At least $47,500, but less than $48,500
    
    $
    48At least $48,500, but less than $49,500
    
    $
    49At least $49,500, but less than $50,500
    
    $
    50At least $50,500, but less than $51,500
    
    $
    51At least $51,500, but less than $52,500
    
    $
    52At least $52,500, but less than $53,500
    
    $
    53At least $53,500, but less than $54,500
    
    $
    54At least $54,500, but less than $55,500
    
    $
    55At least $55,500, but less than $56,500
    
    $
    56At least $56,500, but less than $57,500
    
    $
    57At least $57,500, but less than $58,500
    
    $
    58At least $58,500, but less than $59,500
    
    $
    59$59,500 or more
    
    $
    60
 Notwithstanding anything to the contrary contained above, an Hourly Participants monthly normal
retirement benefit determined above will be offset by such Hourly Participants vested Accrued
Benefit payable under the Monsanto Company Salaried Employees Pension Plan or the Monsanto
Company Hourly Paid Employees Pension Plan, if any.In no event will a reduction in an Hourly Participants Final Average Pay reduce the normal
retirement benefit payable to him below the amount that would have been payable to him under the
same form of payment had he retired prior to his Normal Retirement Date when eligible for an
early retirement benefit.
 5.3
    
    401(a)(17)Fresh Start Adjustments
  -31-




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##### 



5.4
    
    Special Calculation For Participants Who Transferred From The Prior Salaried Plan or
Hourly Plan
  (a)
    
    the Accrued Benefit under the Plan as an Hourly Participant or Salaried Participant,
whichever was his resulting status after the transfer, calculated using the total years and
partial years of Credited Service under both plans; or
 (b)
    
    The sum of (1) and (2):
 (1)
    
    The Accrued Benefit while a Participant in his prior Salaried Plan or Hourly
Plan as appropriate, calculated using only the Credited Service earned under that plan,
plus(2)
    
    The Accrued Benefit payable to him from the subsequent Salaried Plan or Hourly
Plan as appropriate, calculated using only the Credited Service earned under that
subsequent Salaried Plan or Hourly Plan, and the formula in effect in that subsequent
Salaried Plan or Hourly Plan at the time he ceased to be a Participant in that
subsequent Salaried Plan or Hourly Plan.
 5.5
    
    Special Calculation For Participants Who Transferred From A Canadian Affiliate
  (a)
    
    the Accrued Benefit under the Plan as a Salaried Participant, calculated using the total
years and partial years of Credited Service under both plans; or
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##### 



(b)
    
    The sum of (1) and (2):
 (1)
    
    The Accrued Benefit under the Plan as a Salaried Participant, calculated using
only the Credited Service earned under the Plan, plus(2)
    
    The Accrued Benefit payable to him from the Canadian plan, calculated using
only the Credited Service earned under the Canadian plan, and the formula in effect in
the Canadian plan at the time he ceased to be a participant in the Canadian plan.
 5.6
    
    Adjustment to Normal Retirement Benefit for Employment After Normal Retirement Date
  (a)
    
    For the period beginning on the Participants Normal Retirement Date and ending on the April
1 of the calendar year following the calendar year in which he reaches age 70 1/2, his benefit
shall be the greater of (1) or (2):
 (1)
    
    the Participants Accrued Benefit as of the date such benefit is being
determined (taking into account that benefits under the Plan are frozen effective
January 1, 2005 for Salaried Participants and July 1, 2007 for Hourly Participants); or(2)
    
    the Participants Accrued Benefit as of his Normal Retirement Date (taking into
account that benefits under the Plan are frozen effective January 1, 2005 for Salaried
Participants and July 1, 2007 for Hourly Participants), increased, using the Actuarial
Equivalent as of his Annuity Starting Date (but no later than the April 1 following the
calendar year in which the Participant attains age 70 1/2).
 (b)
    
    For the period beginning on the April 1 of the calendar year following the calendar year in
which he reaches age 70 1/2, the Participants monthly retirement benefit shall be adjusted as
set forth in Section 11.8.
 5.7
    
    Payment
  -33-




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##### 



Article VI
 Early Retirement
 6.1
    
    Eligibility
    6.2
    
    Amount
 (a)
    
    Salaried ParticipantsNotwithstanding the above, a Salaried Participant, the sum of whose age plus years of
Service equals at least 70 on his last day of employment prior to the reduction in force
announced by means of an official letter in September, 2005 from the Employer to the
Salaried Participants affected by such reduction in force, is entitled at any time after
attaining age 55, to commence payment of his benefit on an Early Retirement Date, without
application of the early retirement reduction described below in this Section.A Salaried Participant (i) who is at least 50 years of age as of November 9, 2004, (ii) who
is involuntarily terminated other than for cause during the period beginning on November 9,
2004 and ending on December 31, 2004, and (iii) who executes a release of claims in
connection with his pension benefit under the Plan, may, at any time after attaining 55
years of age, commence payment of his benefit on an Early Retirement Date, without
application of the early retirement reduction described below in this Section.An eligible Salaried Participants monthly early retirement benefit shall be equal to his
vested Accrued Benefit on his Early Retirement Date; provided, however, that the amount of
such benefit shall be adjusted as provided below:
 -34-




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##### 



(1)
    
    Except as otherwise provided in Section 6.1 or in paragraph (2) below, the
amount of such benefit shall be reduced by 1/4 of one percent for each full calendar
month by which his Annuity Starting Date precedes his Normal Retirement Date.(2)
    
    If the sum of a Salaried Participants age and years of Service equals or
exceeds 80 on his Early Retirement Date and his Early Retirement Date is on or after
April 1, 1999, the reduction in the preceding paragraph will not be applied to Section
5.2(a)(1) and 5.2(a)(2)(i) ; provided the Salaried Participant meets one of the
following requirements:
 (i)
    
    the Salaried Participant attains the age of 55 prior to
termination of employment with the Employer and all Affiliated Companies or the
Salaried Participant is electing to commence his early retirement benefit under
Section 6.1 while still actively employed by his Employer or an Affiliated
Company ; or(ii)
    
    the Salaried Participant earned Credited Service after he
became a Salaried Participant in the Plan and his termination of employment is
a result of a reduction in workforce and, after his involuntary termination,
the sum of his age and years of Service reaches or exceeds 80.
 If an eligible Salaried Participant elects to receive his early retirement benefit while
continuing to be employed by his Employer or an Affiliated Company, as permitted under
Section 6.1, the amount of the benefit payable to the Salaried Participant shall be
determined in accordance with the provisions of this Section based upon the Salaried
Participants age and years of Service as of his Early Retirement Date. The amount of such
benefit shall not be adjusted during the term of the Salaried Participants employment.A Salaried Participants vested interest in his Accrued Benefit shall be determined in
accordance with the schedule provided in Section 7.1.(b)
    
    Hourly ParticipantsAn eligible Hourly Participants monthly early retirement benefit shall be equal to
his vested Accrued Benefit on his Early Retirement Date; provided, however, that the
amount of such benefit shall be adjusted as provided below:
 (1)
    
    Except as otherwise provided in paragraphs (2) and (3) below, the
amount of such benefit shall be reduced by 1/4 of one percent for each full
calendar month by which his Annuity Starting Date precedes his Normal
Retirement Date.(2)
    
    If an Hourly Participant attains the age 55 prior to the termination of
his employment with the Employer and the sum of an Hourly Participants
 -35-




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##### 



age and
years of Service equals or exceeds 80 as of the first day of the month next
following the month in which his employment terminates, the reduction in clause
(1) above will not apply on his Early Retirement Date.(3)
    
    If an Hourly Participant is between the ages of 54 and 65 and is
involuntarily terminated by an Employer, other than for cause, as part of the
formal reduction in force or layoff program during the first calendar quarter
of 2010, such Hourly Participant will continue to receive Service credit until
he attains the age of 55 and. if at the time such Hourly Participant attains
the age of 55, the sum of such Hourly Participants age and years of Service
equals or exceeds 80, the reduction in clause (1) above will not apply on his
Early Retirement Date.
 If an eligible Hourly Participant elects to receive his early retirement benefit
while continuing in active employment, as permitted under Section 6.1, the amount of
the benefit payable to the Hourly Participant shall be determined in accordance with
the provisions of this Section based upon the Hourly Participants age and years of
Service as of his Early Retirement Date. The amount of such benefit shall not be
adjusted during the term of the Hourly Participants employment.An Hourly Participants vested interest in his Accrued Benefit shall be determined in
accordance with the schedule provided in Section 7.1.
 6.3
    
    Early Retirement Supplement
  6.4
    
    Payment
  -36-




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##### 



Article VII
 Vested Rights
 7.1 Vesting
  (a)
    
    employed by an Employer or an Affiliated Company on his Normal Retirement Date, regardless of
whether he has completed the number of years of Service required under the schedule for 100
percent vesting; or(b)
    
    a Salaried Participant who terminated employment with Sterling Fibers, Inc. between September
18, 2000 and May 20, 2001; or(c)
    
    a Salaried Participant on the active payroll of Sterling Fibers, Inc., Sterling Pulp
Chemicals US, Inc. or Sterling Pulp Chemicals Inc. on the date such Subsidiaries on December
19, 2002 and ceased to be Subsidiaries of the Employer.
 Years of Service
    
    Vested Interestless than five
    
    
    0
    %five or more
    
    
    100
    %
 7.2
    
    Eligibility for Deferred Vested Retirement Benefit
  7.3
    
    Amount of Deferred Vested Retirement Benefit
  -37-




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##### 



7.4
    
    Payment
  7.5
    
    Election of Former Vesting Schedule
  -38-




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##### 



Article VIII
 Disability
 8.1
    
    Eligibility for Disability Accruals
  8.2
    
    Disability Retirement(a)
    
    Salaried Participants
 (1)
    
    Disability Retirement EligibilityEach Salaried Participant who meets the requirements of Section 8.1 and who has met
one of the following requirements is eligible to elect payment of a Disability
Retirement Benefit:
 (i)
    
    the Salaried Participant has elected in writing, in accordance
with procedures established under the LTD Plan, not to receive any payments
from the LTD Plan; or(ii)
    
    the Salaried Participant has elected to stop payments he is
receiving from the LTD Plan, in order to receive Disability Retirement Benefit,
instead.
 (2)
    
    Disability Retirement Amount
 (i)
    
    An eligible Salaried Participants monthly Disability
Retirement Benefit shall be equal to his Accrued Benefit on the date his
Disability Retirement Benefit commences, taking into account any Credited
Service credited to the Salaried Participant for any period prior to his Normal
Retirement Date during which he is receiving benefits under the LTD Plan prior
to the cessation of LTD payments, adjusted actuarially for early retirement
and, if applicable, form of payment.(ii)
    
    In addition to the amount payable under item (i), a supplement
will be paid to the Salaried Participant starting on the Annuity Starting Date
of his disability retirement and ending on the first day of the month following
the earliest of the date he ceases to be Disabled, his Normal Retirement Date
or his date of death. The amount of the supplement will be the amount his
 -39-




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##### 



Accrued Benefit was reduced due to actuarial adjustment for early retirement
and, if applicable, form of payment.
 (3)
    
    Disability Retirement PaymentA monthly Disability Retirement Benefit shall be paid to an eligible Salaried
Participant commencing as of the first day of the month following the later of:
 (i)
    
    the month in which he terminates employment; or(ii)
    
    the last calendar month in which benefits under the LTD Plan
are payable.
 (b)
    
    Hourly ParticipantsEach Hourly Participant who meets the requirements of Section 8.1 is considered to be
Disabled and is eligible to accrue additional Service and Credited Service while receiving
payments from the LTD Plan in accordance with the provisions of Sections 3.1 and 3.2
provided the Hourly Participant has been credited with at least two and one-half years of
Credited Service at the time he becomes eligible for payments under the LTD Plan.An Hourly Participant who is receiving LTD Plan payments may elect to cease such payments
prior to his Normal Retirement Date and receive an early retirement or deferred vested
retirement benefit in accordance with the provisions of Article VI or VII, provided he meets
the eligibility requirements thereunder at the time of the election.
 8.3
    
    Disability Accrual
  (a)
    
    the first day of the month after he ceases to meet the requirements of Section 8.1;(b)
    
    the first day of the month after he elects, in writing, to cease his LTD Plan payments in
order to elect retirement benefits under the Plan;(c)
    
    the date of his death;(d)
    
    his Normal Retirement Date; or(e)
    
    for an Hourly Participant, for purposes of further accruals of Credited Service only, July 1,
2007.
 -40-




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##### 



Article IX
 Forms of Payment
 9.1
    
    Normal Form of Payment
  (a)
    
    A Participant who is not married on his Annuity Starting Date shall receive such benefit in
the form of a single life annuity. Such Participant shall receive a monthly retirement
benefit payable for his lifetime, the last monthly payment being for the month in which his
death occurs.(b)
    
    A Participant who is married on his Annuity Starting Date shall receive such benefit in the
form of a 50 percent Qualified Joint and Survivor Annuity. Such Participant shall receive a
reduced monthly retirement benefit payable for his lifetime, the last monthly payment being
for the month in which his death occurs. If the Participants Spouse survives him, then
commencing with the month following the month in which the Participants death occurs, his
Spouse shall receive a monthly benefit for his remaining lifetime equal to one-half of the
reduced amount payable during the Participants lifetime, the last payment being for the month
in which the Spouses death occurs. A married Participant may elect to increase the survivor
benefit payable to his Spouse under the Qualified Joint and Survivor Annuity to 100 percent or
75 percent of the reduced amount payable during the Participants lifetime. Any such election
must be made during the election period described in Section 9.5.The reduced monthly payments to be made to the Participant under this paragraph shall be in
an amount which, on the date of commencement thereof, is the Actuarial Equivalent of the
monthly benefit otherwise payable to the Participant under the form of payment described in
paragraph (a).
  -41-




---



##### 



9.2
    
    Optional Forms of Payment
    (a)
    
    Single Life Annuity. The Participant shall receive a monthly retirement benefit payable for
his lifetime, the last monthly payment being for the month in which his death occurs.(b)
    
    100% Joint and Survivor Annuity.The Participant shall receive a reduced monthly retirement
benefit payable for his lifetime, the last monthly payment being for the month in which his
death occurs. If the Participants Beneficiary survives him, then commencing with the month
following the month in which the Participants death occurs, his Beneficiary shall receive a
monthly benefit for his remaining lifetime equal to the reduced amount payable during the
Participants lifetime, the last monthly payment being for the month in which the
Beneficiarys death occurs.(c)
    
    75% Joint and Survivor Annuity. The Participant shall receive a reduced monthly retirement
benefit payable for his lifetime, the last monthly payment being for the month in which his
death occurs. If the Participants Beneficiary survives him, then commencing with the month
following the month in which the Participants death occurs, his Beneficiary shall receive a
monthly benefit for his remaining lifetime equal to three-
 -42-




---



##### 



quarters of the reduced amount payable during the Participants lifetime, the last monthly
payment being for the month in which the Beneficiarys death occurs.(d)
    
    50% Joint and Survivor Annuity.The Participant shall receive a reduced monthly retirement
benefit payable for his lifetime, the last monthly payment being for the month in which his
death occurs. If the Participants Beneficiary survives him, then commencing with the month
following the month in which the Participants death occurs, his Beneficiary shall receive a
monthly benefit for his remaining lifetime equal to one-half of the reduced amount payable
during the Participants lifetime, the last monthly payment being for the month in which the
Beneficiarys death occurs.(e)
    
    25% Joint and Survivor Annuity. The Participant shall receive a reduced monthly retirement
benefit payable for his lifetime, the last monthly payment being for the month in which his
death occurs. If the Participants Beneficiary survives him, then commencing with the month
following the month in which the Participants death occurs, his Beneficiary shall receive a
monthly benefit for his remaining lifetime equal to one-quarter of the reduced amount payable
during the Participants lifetime, the last monthly payment being for the month in which the
Beneficiarys death occurs.(f)
    
    Pop-Up 100% Joint and Survivor Annuity.The Participant shall receive a reduced monthly
retirement benefit payable for his lifetime, the last monthly payment being for the month in
which his death occurs. If the Participants Beneficiary survives him, then commencing with
the month following the month in which the Participants death occurs, his Beneficiary shall
receive a monthly benefit for his remaining lifetime equal to the reduced amount payable
during the Participants lifetime, the last monthly payment being for the month in which the
Beneficiarys death occurs.If the Beneficiarys death occurs prior to the death of the Participant, then commencing
with the month following the month in which the Beneficiarys death occurs, the Participant
shall receive an increase in the amount of his monthly benefit for the remainder of his
remaining lifetime equal to the amount that would be payable under a Single Life Annuity,
the last monthly payment being for the month in which the Participants death occurs.(g)
    
    Pop-Up 75% Joint and Survivor Annuity. The Participant shall receive a reduced monthly
retirement benefit payable for his lifetime, the last monthly payment being for the month in
which his death occurs. If the Participants Beneficiary survives him, then commencing with
the month following the month in which the Participants death occurs, his Beneficiary shall
receive a monthly benefit for his remaining lifetime equal to three-quarters of the reduced
amount payable during the Participants lifetime, the last monthly payment being for the month
in which the Beneficiarys death occurs.If the Beneficiarys death occurs prior to the death of the Participant, then commencing
with the month following the month in which the Beneficiarys death occurs, the Participant
shall receive an increase in the amount of his monthly benefit for the
 -43-




---



##### 



remainder of his remaining lifetime equal to the amount that would be payable under a Single
Life Annuity, the last monthly payment being for the month in which the Participants death
occurs.(h)
    
    Pop-Up 50% Joint and Survivor Annuity.The Participant shall receive a reduced monthly
retirement benefit payable for his lifetime, the last monthly payment being for the month in
which his death occurs. If the Participants Beneficiary survives him, then commencing with
the month following the month in which the Participants death occurs, his Beneficiary shall
receive a monthly benefit for his remaining lifetime equal to one-half of the reduced amount
payable during the Participants lifetime, the last monthly payment being for the month in
which the Beneficiarys death occurs.If the Beneficiarys death occurs prior to the death of the Participant, then commencing
with the month following the month in which the Beneficiarys death occurs, the Participant
shall receive an increase in the amount of his monthly benefit for the remainder of his
remaining lifetime equal to the amount that would be payable under a Single Life Annuity,
the last monthly payment being for the month in which the Participants death occurs.(i)
    
    Pop-Up 25% Joint and Survivor Annuity. The Participant shall receive a reduced monthly
retirement benefit payable for his lifetime, the last monthly payment being for the month in
which his death occurs. If the Participants Beneficiary survives him, then commencing with
the month following the month in which the Participants death occurs, his Beneficiary shall
receive a monthly benefit for his remaining lifetime equal to one-quarter of the reduced
amount payable during the Participants lifetime, the last monthly payment being for the month
in which the Beneficiarys death occurs.If the Beneficiarys death occurs prior to the death of the Participant, then commencing
with the month following the month in which the Beneficiarys death occurs, the Participant
shall receive an increase in the amount of his monthly benefit for the remainder of his
remaining lifetime equal to the amount that would be payable under a Single Life Annuity,
the last monthly payment being for the month in which the Participants death occurs.(j)
    
    Ten-Year Certain and Life Annuity. The Participant shall receive a reduced monthly
retirement benefit payable for his lifetime, the last monthly payment being for the month in
which his death occurs. If the Participants death occurs prior to the end of the ten-year
period commencing with his Annuity Starting Date, his Beneficiary shall receive a continued
monthly benefit equal to such reduced amount for the remainder of such ten-year period. If
the Participants Beneficiary dies after becoming eligible to receive a benefit hereunder, but
prior to the end of the ten-year period, the unpaid monthly benefit shall be paid to the
Beneficiary designated by the Participant to receive payment in such event or, if none, in
accordance with the provisions of Section 9.3. If the Participants Beneficiary dies while
the Participant is living and before 120 payments have been made, the Participant may name
another Beneficiary.
 -44-




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##### 



(k)
    
    Social Security Adjustment Annuity. The Participant shall receive an increased monthly
retirement benefit prior to a specified date, which shall be the first day of the month
following the date the Participant reaches age 62 or age 65, as elected by the Participant,
and a reduced monthly retirement benefit thereafter, so that the adjusted benefit, when
combined with the Primary Insurance Benefits under the Federal Social Security Act expected to
become payable as of such specified date, will produce, as nearly as practicable, a level
monthly income, the last monthly payment being for the month in which the Participants death
occurs.The Participant may elect the Social Security Adjustment Annuity in conjunction with the
Single Life Annuity optional form of payment, one of the Joint and Survivor Annuity optional
forms of payment or in conjunction with Ten-Year Certain and Life Annuity optional form of
payment. The Participants shall receive a reduced monthly retirement benefit in accordance
with the Joint and Survivor or Certain and Life Annuity option, in addition to the
adjustment for Social Security described in the previous paragraph.The Social Security Adjustment Annuity is not available in conjunction with any of the
Pop-Up Joint and Survivor optional forms of payment.
  9.3
    
    Designation of Beneficiary and Beneficiary in Absence of Designated Beneficiary
   -45-




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##### 



9.4
    
    Notice Regarding Forms of Payment
   (a)
    
    of his right to consider his form of payment election for a period of at least 30 days
following his receipt of the explanation;(b)
    
    the Participant, after receiving the explanation, affirmatively elects an early Annuity
Starting Date, with his Spouses written consent, if necessary;(c)
    
    the Participants Annuity Starting Date occurs after the date the explanation is provided to
him;(d)
    
    the election period described in Section 9.5 does not end until the later of his Annuity
Starting Date or the expiration of the seven-day period beginning the day after the date the
explanation is provided to him; and(e)
    
    actual payment of the Participants retirement benefit does not begin to the Participant
before such revocation period ends.
   -46-




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##### 



9.5
    
    Election Period
    9.6
    
    Spousal Consent Requirements
  (a)
    
    the Spouse cannot be located,(b)
    
    the Participant is legally separated or has been abandoned within the meaning of local law,
and the Participant has a court order to that effect, or(c)
    
    other circumstances set forth in Code Section 401(a)(11) and regulations issued thereunder.
   -47-




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##### 



9.7
    
    Death Prior to Annuity Starting Date
  9.8
    
    Effect of Reemployment on Form of Payment
  -48-




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##### 



Article X
 Survivor Benefits
 10.1
    
    Eligibility for Qualified Preretirement Survivor Annuity
  (a)
    
    the Participant has a Spouse; and(b)
    
    the Participant has a vested Accrued Benefit.
 10.2
    
    Amount of Qualified Preretirement Survivor Annuity
  (a)
    
    separated from service on the earlier of his actual separation from service date or his date
of death; and(b)
    
    survived to the date as of which payment of the Qualified Preretirement Survivor Annuity to
his surviving Spouse commences; and(c)
    
    elected to commence retirement benefits as of the date described in paragraph (b) above in
the form of a 50 percent Qualified Joint and Survivor Annuity; and(d)
    
    died on his Annuity Starting Date.
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##### 



10.3
    
    Payment of Qualified Preretirement Survivor Annuity
  (a)
    
    if the Participant dies (1) while employed by the Employer and after (i) completing at least
20 years of Service or (ii) completing at least 5 years of Service and reaching age 50 or (2)
(i) for a Salaried Participant, if he meets the requirements for Disability Accrual under
Section 8.3, the month after reaching age 55, or (ii) for an Hourly Participant, while
receiving benefits under the LTD Plan and after competing at least 10 years of Service, the
month in which the Participant dies; or(b)
    
    if the Participant does not satisfy the requirements of (a), the later of (1) the month in
which the Participant dies or (2) the month in which the Participant would have attained
earliest retirement age (as defined herein) under the Plan.
    -50-




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Article XI
 General Provisions & Limitations Regarding Benefits
 11.1
    
    Suspension of Benefits for Rehired Retired Participants
  11.2
    
    Exception to Suspension of Benefits Rule
  11.3
    
    Non-Alienation of Retirement Rights or Benefits
  11.4
    
    Payment of Benefits to Others
  -51-




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##### 



11.5
    
    Payment of Small Benefits; Deemed Cashout
     11.6
    
    Direct Rollovers
  -52-




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##### 



(a)
    
    An eligible retirement plan means an individual retirement account described in Code
Section 408(a), an individual retirement annuity described in Code Section 408(b), an
annuity plan described in Code Section 403(a), a qualified trust described in Code Section
401(a) that accepts rollovers, an annuity contract described in Code Section 403(b), or an
eligible plan under Code Section 457(b) which is maintained by a state, political
subdivision of a state, or any agency or instrumentality of a state or political
subdivision of a state and which agrees to separately account for amounts transferred into
such plan from the Plan.Effective with respect to distributions made on and after January 1, 2008, an eligible
retirement plan shall include a Roth IRA described in Section 408A of the Code.Effective for distributions made on or after December 1, 2008: (A) An eligible retirement
plan shall include an individual retirement plan described in clause (i) or (ii) of Section
402(c)(8)(B) of the Code with respect to an eligible rollover distribution to an
individual who is the Beneficiary of a deceased Participant (but who is not the
Participants surviving Spouse or former Spouse); and (B) a distribution to an individual
who is the Beneficiary of a deceased Participant (but who is not the Participants surviving
Spouse or former Spouse) shall be treated as an eligible rollover distribution if the
distribution is transferred via trustee-to-trustee transfer to an individual retirement plan
described in clause (i) or (ii) of Section 402(c)(8)(B) of the Code.(b)
    
    An eligible rollover distribution means any distribution of all or any portion of a
Participants Accrued Benefit or a distribution of all or any portion of a survivor benefit
under Article X; provided, however, that an eligible rollover distribution does not include:
any distribution that is one of a series of substantially equal periodic payments made not
less frequently than annually for the life or life expectancy of the qualified distributee or
the joint lives or joint life expectancies of the qualified distributee and the qualified
distributees designated beneficiary, or for a specified period of ten years or more; and any
distribution to the extent such distribution is required under Code Section 401(a)(9).(c)
    
    A qualified distributee means a Participant, his surviving Spouse, his Spouse or former
Spouse who is an alternate payee under a qualified domestic relations order, as defined in
Code Section 414(p). Effective for distributions made on or after December 1, 2008,
qualified distributee also means a Beneficiary of a deceased Participant (other than a
Participants surviving Spouse or former Spouse). If a qualified distributee is a trust, the
Plan may make a direct rollover to an individual retirement account described in Code Section
408(a) or an individual retirement annuity described in Code Section 408(b) on behalf of the
trust, provided the trust satisfies the requirements to be a designated beneficiary within
the meaning of Code Section 401(a)(9)(E).
 -53-




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##### 



11.7
    
    Limitations on Commencement
  (a)
    
    the 60th day after the end of the Plan Year in which occurs the Participants Normal
Retirement Date, the tenth anniversary of the date on which he first became a Participant, or
the Participants retirement or other termination of employment, whichever is latest; or(b)
    
    his Required Beginning Date.
   11.8
    
    Minimum Required Distributions
  (a)
    
    Precedence and Effective Date. The requirements of this Section 11.8 shall apply to any
distribution of a Participants interest and will take precedence over any inconsistent
provisions of the Plan. Unless otherwise specified, the provisions of this Section apply to
calendar years beginning after December 31, 2002.(b)
    
    Minimum Distribution Requirements.
 (1)
    
    General Rules.
 (i)
    
    Effective Date. Notwithstanding anything herein to the
contrary, the provisions of this Section 11.8(b) will apply for purposes of
determining required minimum distributions under the Plan for calendar years
beginning with the 2003 calendar year.(ii)
    
    Precedence. The requirements of this Section 11.8(b) will
take precedence over any inconsistent provisions of the Plan.(iii)
    
    Requirements of Treasury Regulations Incorporated. All
distributions
 -54-




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##### 



required under this Section 11.8(b) will be determined and made in accordance
with the Treasury regulations under Code Section 401(a)(9).(iv)
    
    TEFRA Section 242(b)(2) Elections. Notwithstanding the other
provisions of this Section 11.8(b), other than Section 11.8(b)(1)(iii),
distributions may be made under a designation made before January 1, 1984, in
accordance with section 242(b)(2) of the Tax Equity and Fiscal Responsibility
Act (TEFRA) and the provisions of the Plan that relate to section 242(b)(2)
of TEFRA.
 (2)
    
    Time and Manner of Distribution.
 (i)
    
    Required Beginning Date. A Participants entire interest
will be distributed, or begin to be distributed, to the Participant no later
than the Participants Required Beginning Date.(ii)
    
    Death of Participant Before Distributions Begin. If the
Participant dies before distributions begin, the Participants entire
interest will be distributed, or begin to be distributed, no later than as
follows:
 (A)
    
    If the Participants surviving Spouse is the
Participants sole designated Beneficiary, then, except as provided
in Section 11.8(b)(7), distributions to the surviving Spouse will
begin by December 31 of the calendar year immediately following the
calendar year in which the Participant died, or by December 31 of the
calendar year in which the Participant would have attained age 701/2,
if later.(B)
    
    If the Participants surviving Spouse is not
the Participants sole designated Beneficiary, then, except as
provided in Section 11.8(b)(7), distributions to the designated
Beneficiary will begin by December 31 of the calendar year
immediately following the calendar year in which the Participant
died.(C)
    
    If there is no designated Beneficiary as of
September 30 of the year following the year of the Participants
death, the Participants entire interest will be distributed by
December 31 of the calendar year containing the fifth anniversary
of the Participants death.(D)
    
    If the Participants surviving Spouse is the
Participants sole designated Beneficiary and the surviving Spouse
dies after the Participant but before distributions to the surviving
Spouse begin, this Section 11.8(b)(2)(ii), other than paragraph (A),
will apply as if the surviving Spouse were the Participant.
 For purposes of this Section 11.8(b)(2)(ii) and Section 11.8(b)(5),
distributions are considered to begin on the Participants Required
 -55-




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##### 



Beginning Date (or, if Section 11.8(b)(2)(ii)(D) applies, the date
distributions are required to begin to the surviving Spouse under Section
11.8(b)(2)(ii)(A)). If annuity payments irrevocably commence to the
Participant before the Participants Required Beginning Date (or to the
Participants surviving Spouse before the date distributions are required
to begin to the surviving Spouse under Section 11.8(b)(2)(ii)(A)), the
date distributions are considered to begin is the date distributions
actually commence.
 (iii)
    
    Form of Distribution. Unless the Participants interest is
distributed in the form of an annuity purchased from an insurance company or
in a single sum on or before the Required Beginning Date, as of the first
distribution calendar year distributions will be made in accordance with
paragraphs (3), (4) and (5) of this Section 11.8(b). If the Participants
interest is distributed in the form of an annuity purchased from an insurance
company, distributions thereunder will be made in accordance with the
requirements of Code Section 401(a)(9) and the Treasury regulations. Any
part of the Participants interest which is in the form of an individual
account described in Code Section 414(k) will be distributed in a
manner satisfying the requirements of Code Section 401(a)(9) and the
Treasury regulations that apply to individual accounts.
 (3)
    
    Determination of Amount to be Distributed Each Year.
 (i)
    
    General Annuity Requirements. If the Participants interest
is paid in the form of annuity distributions under the Plan, payments under
the annuity will satisfy the following requirements:
 (A)
    
    the annuity distributions will be paid in
periodic payments made at intervals not longer than one year;(B)
    
    the distribution period will be over a life
(or lives) or over a period certain not longer than the period
described in paragraph (4) or (5) of this Section 11.8(b);(C)
    
    once payments have begun over a period
certain, the period certain will not be changed even if the period
certain is shorter than the maximum permitted;(D)
    
    payments will either be nonincreasing or
increase only as follows:
 (I)
    
    by an annual percentage
increase that does not exceed the annual percentage increase
in a cost-of-living index that is based on prices of all items
and issued by the Bureau of Labor Statistics;(II)
    
    to the extent of the reduction
in the amount of the
 -56-




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##### 



Participants payments to provide for a
survivor benefit upon death, but only if the Beneficiary whose
life was being used to determine the distribution period
described in paragraph (4) of Section 11.8(b) dies or is no
longer the Participants Beneficiary pursuant to a qualified
domestic relations order within the meaning of Code Section
414(p);
 (III)
    
    to provide cash refunds of
employee contributions upon the Participants death; or(IV)
    
    to pay increased benefits that
result from a Plan amendment.
 (ii)
    
    Amount Required to be Distributed by Required Beginning Date.
The amount that must be distributed on or before the Participants Required
Beginning Date (or, if the Participant dies before distributions begin, the
date distributions are required to begin under Section 11.8(b)(2)(ii)(A) or
(B)) is the payment that is required for one payment interval. The second
payment need not be made until the end of the next payment interval even if
that payment interval ends in the next calendar year. Payment intervals are
the periods for which payments are received, e.g., bi-monthly, monthly,
semi-annually, or annually. All of the Participants benefit accruals as of
the last day of the first distribution calendar year will be included in the
calculation of the amount of the annuity payments for payment intervals
ending on or after the Participants Required Beginning Date.(iii)
    
    Additional Accruals After First Distribution Calendar Year.
Any additional benefits accruing to the Participant in a calendar year after
the first distribution calendar year will be distributed beginning with the
first payment interval ending in the calendar year immediately following the
calendar year in which such amount accrues.
 (4)
    
    Requirements For Annuity Distributions That Commence During Participants
Lifetime.
 (i)
    
    Joint Life Annuities Where the Beneficiary Is Not the
Participants Spouse. If the Participants interest is being distributed in
the form of a joint and survivor annuity for the joint lives of the
Participant and a non-spouse Beneficiary, annuity payments to be made on or
after the Participants Required Beginning Date to the designated Beneficiary
after the Participants death must not at any time exceed the applicable
percentage of the annuity payment for such period that would have been payable to the Participant using the
table set forth in Q&A-2 of section 1.401(a)(9)-6 of the Treasury
regulations. If the form of distribution combines a joint and survivor
annuity for the joint lives of the
 -57-




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##### 



Participant and a nonspouse Beneficiary
and a period certain annuity, the requirement in the preceding sentence
will apply to annuity payments to be made to the designated Beneficiary
after the expiration of the period certain.
 (ii)
    
    Period Certain Annuities. Unless the Participants Spouse is
the sole designated Beneficiary and the form of distribution is a period
certain and no life annuity, the period certain for an annuity distribution
commencing during the Participants lifetime may not exceed the applicable
distribution period for the Participant under the Uniform Lifetime Table set
forth in section 1.401(a)(9)-9 of the Treasury regulations for the calendar
year that contains the annuity starting date. If the annuity starting date
precedes the year in which the Participant reaches age 70, the applicable
distribution period for the Participant is the distribution period for age 70
under the Uniform Lifetime Table set forth in section 1.401(a)(9)-9 of the
Treasury regulations plus the excess of 70 over the age of the Participant as
of the Participants birthday in the year that contains the annuity starting
date. If the Participants Spouse is the Participants sole designated
Beneficiary and the form of distribution is a period certain and no life
annuity, the period certain may not exceed the longer of the Participants
applicable distribution period, as determined under this paragraph (B), or
the joint life and last survivor expectancy of the Participant and the
Participants Spouse as determined under the Joint and Last Survivor Table
set forth in section 1.401(a)(9)-9 of the Treasury regulations, using the
Participants and Spouses attained ages as of the Participants and Spouses
birthdays in the calendar year that contains the annuity starting date.
 (5)
    
    Requirements For Minimum Distributions Where Participant Dies Before Date
Distributions Begin.
 (i)
    
    Participant Survived by Designated Beneficiary. Except as
provided in Section 11.8(b)(7), if the Participant dies before the date
distribution of his interest begins and there is a designated Beneficiary,
the Participants entire interest will be distributed, beginning no later
than the time described in Section 11.8(b)(2)(ii)(A) or (B), over the life of
the designated Beneficiary or over a period certain not exceeding:
 (A)
    
    unless the annuity starting date is before
the first distribution calendar year, the life expectancy of the
designated Beneficiary determined using the Beneficiarys age as of
the Beneficiarys birthday in the calendar year immediately following
the calendar year of the Participants death; or
 (B)
    
    if the annuity starting date is before the
first distribution calendar year, the life expectancy of the
designated Beneficiary determined using the Beneficiarys age as of
the Beneficiarys
 -58-




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##### 



birthday in the calendar year that contains the
annuity starting date.
 (ii)
    
    No Designated Beneficiary. If the Participant dies before the
date distributions begin and there is no designated Beneficiary as of
September 30 of the year following the year of the Participants death,
distribution of the Participants entire interest will be completed by
December 31 of the calendar year containing the fifth anniversary of the
Participants death.(iii)
    
    Death of Surviving Spouse Before Distributions to Surviving
Spouse Begin. If the Participant dies before the date distribution of his
interest begins, the Participants surviving Spouse is the Participants sole
designated Beneficiary, and the surviving Spouse dies before distributions to
the surviving Spouse begin, this paragraph (5) will apply as if the surviving
Spouse were the Participant, except
that the time by which distributions must begin will be determined without
regard to Section 11.8(b)(2)(ii)(A).
 (6)
    
    Definitions.
 (i)
    
    Designated Beneficiary. The individual who is designated as
the Beneficiary under Section 1.1 of the Plan and is the designated
beneficiary under Code Section 401(a)(9) and section 1.401(a)(9)-1, Q&A-4, of
the Treasury regulations.(ii)
    
    Distribution calendar year. A calendar year for which a
minimum distribution is required. For distributions beginning before the
Participants death, the first distribution calendar year is the calendar
year immediately preceding the calendar year which contains the Participants
Required Beginning Date. For distributions beginning after the Participants
death, the first distribution calendar year is the calendar year in which
distributions are required to begin pursuant to Section 11.8(b)(2)(ii).(iii)
    
    Life expectancy. Life expectancy as computed by use of the
Single Life Table in section 1.401(a)(9)-9 of the Treasury regulations.(iv)
    
    Required Beginning Date. The Required Beginning Date of a
Participant is the first day of April of the calendar year following the
later of the calendar year in which the Participant attains age 70-1/2 or
retires except that benefit distributions to a 5-percent owner must commence
by April 1 of the calendar year following the calendar year in which the
Participant attains age 701/2. The required beginning date of a Participant is
April 1 of the calendar year.
 (7)
    
    Special Rules. If a Participant dies before distributions begin and there is
a designated Beneficiary, distribution to the designated Beneficiary is not required
 -59-




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##### 



to begin by the date specified in Section 11.8(b)(2)(ii), but the Participants
entire interest will be distributed to the designated Beneficiary by December 31 of
the calendar year containing the fifth anniversary of the
Participants death. If the Participants surviving Spouse is the Participants
sole designated Beneficiary and the surviving Spouse dies after the Participant
but before distributions to either the Participant or the surviving Spouse begin,
this paragraph will apply as if the surviving Spouse were the Participant. This
paragraph will apply to all distributions.
 (c)
    
    Required Distributions. Notwithstanding any other provision of the Plan, a Participant may
only receive a benefit that meets the distribution requirements of Section 401(a)(9) of the
Code, which provisions are hereby incorporated into the Plan by reference.(d)
    
    Calculation of Life Expectancies. Life expectancies of Participants and Beneficiaries
under this Section 11.8 shall not be subject to recalculation.
 11.9 Offset to Accrual After Normal Retirement Date
  11.10 Limitations based on funded status
  (a)
    
    Funding Percentage Less Than 60 Percent. In any case in which the Plans AFTAP for a Plan
Year is less than 60%:
 (1)
    
    The Plan shall not make any Prohibited Payment with an Annuity Starting Date on
or after the Applicable Section 436 Measurement Date; and
 (b)
    
    Bankruptcy. The Plan shall not make any Prohibited Payment with an Annuity Starting Date
during any period in which the plan sponsor is a debtor in a case under title 11 of the United
States Code or any similar Federal or state law, provided that this Section 11.10(b) shall not
apply on or after the date on which an enrolled actuary certifies that the Plans AFTAP is not
less than 100%.
 (c)
    
    Funding Percentage Between 60 and 80 Percent. In any case in which the Plans AFTAP for a
Plan Year is at least 60% but less than 80%, the Plan shall not make any Prohibited
Payment with an Annuity Starting Date after the Applicable Section 436 Measurement Date to
the extent the amount of such payment exceeds the lesser of:
 -60-




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##### 



(1)
    
    50% of the amount of the payment that could be made without regard to this
Section 11.10; or(2)
    
    The present value of the maximum guarantee with respect to the Participant
under ERISA Section 4022 (determined under guidance prescribed by the Pension Benefit
Guaranty Corporation using the Applicable Interest Rate and Applicable Mortality
Table);
 provided that only one Prohibited Payment meeting the requirements of this Section 11.10(c)
may be made with respect to any Participant during any period of consecutive Plan Years to
which a limitation under Section 11.10(a), Section 11.10(b), or this Section 11.10(c)
applies. For purposes of this Section 11.10(c), a Participant and his Beneficiary (or
alternate payee under a Qualified Domestic Relations Order) shall be treated as one
Participant in accordance with Code Section 436(d)(3)(B)(ii) and regulations thereunder.(d)
    
    Definitions. The following definitions shall apply for purposes of the Plan:
 (1)
    
    AFTAP shall mean the Plans adjusted funding target attainment percentage
determined under Code Section 436(j)(2).(2)
    
    Applicable Section 436 Measurement Date shall mean the applicable Section 436
measurement date within the meaning of proposed regulations under Code Section 436 or
any successor thereto.(3)
    
    Prohibited Payment shall mean:
 (i)
    
    any payment in excess of the monthly amount paid under a single
life annuity to a Participant or Beneficiary whose Annuity Starting Date occurs
during any period in which a limitation described in Section 11.10(a) or (b) is
in effect;(ii)
    
    any payment for the purchase of an irrevocable commitment from
an insurer to pay benefits; or(iii)
    
    any other payment specified under applicable Treasury
regulations issued under Code Section 436;
 provided however, the term Prohibited Payment shall not include any benefit which
under Code Section 411(a)(11) may be immediately distributed without the consent of
the Participant.
 (e)
    
    Applicable Rules. This Section 11.10 shall be applied in accordance with Code Section 436
and regulations promulgated thereunder.
 -61-




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##### 



Article XII
 Maximum Retirement Benefits
 12.1 Definitions
  (a)
    
    An affiliated employer means any corporation or business, other than an Employer, which
would be aggregated with an Employer for a relevant purpose under Code Section 414 as modified
by Code Section 415(h).(b)
    
    A Participants aggregate annual retirement benefit means the sum of his annual retirement
benefit under the Plan and his annual retirement benefit, if any, under any and all other
defined benefit plans (whether or not terminated) maintained by an Employer, any affiliated
employer, or a predecessor employer that are required to be aggregated with the Plan in
accordance with the provisions of Treasury Regulations Section 1.415(f)-1.For purposes of applying the defined benefit compensation limitation, a Participants
aggregate annual retirement benefit shall exclude any benefits accrued by the Participant
under a multiemployer plan. For purposes of applying the defined benefit dollar
limitation, a Participants aggregate annual retirement benefit shall exclude benefits
accrued by the Participant under a multiemployer plan, except to the extent such benefits
are provided by the Employer (or an affiliated employer).(c)
    
    A Participants annual retirement benefit means the amount of retirement benefit
attributable to Employer contributions which is payable to him annually under the Plan
adjusted to the actuarially equivalent straight life annuity form using the factors prescribed
in the following paragraphs if such benefit is to be paid in a manner other than to the
Participant for his life only. A Participants annual retirement benefit includes Social
Security supplements described in Code Section 411(a)(9) and benefits transferred from another
defined benefit plan, other than transfers of distributable benefits pursuant to Treasury
Regulations Section 1.411(d)-4, Q&A-3(c), but shall not include benefits attributable to a
Participants employee contributions.
 For purposes of determining a Participants annual retirement benefit, the following shall
apply:
 (1)
    
    If payment is to be made in a form other than to the Participant for his life
only, and such form is not subject to the requirements of Code Section 417(e)(3), the
actuarially equivalent straight life annuity shall be determined in accordance with the
provisions of subparagraph (A) or (B) below, as applicable.
 (i)
    
    For limitation years beginning before July 1, 2007, the
annual amount of straight life annuity commencing on the same Annuity Starting
Date with the same actuarial present value as the Participants form of payment
 -62-




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##### 



computed using the following factors, whichever produces the greater amount:
(I) the interest rate and mortality table otherwise used under the Plan for
purposes of determining Actuarial Equivalence of optional forms not subject to
the requirements of Code Section 417(e)(3) or (II) the applicable mortality
table and 5 percent.
 (ii)
    
    For limitation years beginning on and after July 1, 2007, the
greater of (I) the annual amount of straight life annuity, if any, payable to
the Participant under the Plan commencing at the same Annuity Starting Date as
the Participants form of payment or (II) the annual amount of straight life
annuity commencing at the same Annuity Starting Date that has the same
actuarially equivalent present value as the Participants form of payment
computed using the applicable mortality table and an interest rate of 5
percent.
 (2)
    
    If payment is to be made to the Participant in a form that is subject to the
requirements of Code Section 417(e)(3), the actuarially equivalent straight life
annuity form shall be:
 (i)
    
    For distributions with an Annuity Starting Date in the 2004 or
2005 Plan Year, the annual amount of straight life annuity commencing on the
same Annuity Starting Date that has the same actuarially equivalent present
value as the Participants form of payment determined using the following,
whichever provides the greater annual amount: (I) the mortality table and interest rate otherwise used
under the Plan for purposes of determining Actuarial Equivalence of such
optional form or (II) the applicable mortality table and an interest rate
of 5.5 percent; provided, however, that for distributions with an Annuity
Starting Date on or after the first day of the 2004 Plan Year and before
January 1, 2005 , use of the interest rate specified in clause (II) shall
not reduce the benefit payable to the Participant below the amount
determined using the applicable interest rate in effect as of the last day
of the last Plan Year beginning before January 1, 2004. For purposes of this
subparagraph (A), the applicable interest rate means the annual rate of
interest on 30-year Treasury securities for the second calendar month
preceding the Plan Year in which the Annuity Starting Date occurs.(ii)
    
    For distributions with an Annuity Starting Date after the 2005
Plan Year, the annual amount of straight life annuity commencing on the same
Annuity Starting Date that has the same actuarially equivalent present value as
the Participants form of payment determined using the following, whichever
provides the greatest annual amount: (I) the mortality table and interest rate
otherwise used under the Plan for purposes of determining Actuarial Equivalence
of such optional form; (II) the applicable mortality table and an interest
rate of 5.5 percent; or (III) the applicable mortality table and the 417(e)
interest rate determined as of
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the second calendar month preceding the Plan
Year in which the distribution is made, divided by 1.05. For purposes of this
subparagraph (B), the 417(e) interest rate means the following: (1) prior to
the Plan Year beginning in 2008, the applicable interest rate described in
subparagraph (A) above and (2) for Plan Years beginning on and after January 1,
2008, the adjusted first, second and third segment rates applied under Code
Section 430(h)(2)(C), computed without regard to a 24 month average; provided,
however, that for Plan Years beginning in 2008, 2009, 2010, and 2011,
such rate shall be blended with the applicable interest rate described in
subparagraph (A) above, as provided in Code Section 417(e)(3)(D)(ii) and
(iii).
 (3)
    
    A form of payment is not subject to the requirements of Code Section 417(e)(3)
if the form of payment is either (A) a nondecreasing annuity (other than a straight
life annuity) payable for a period not less than the life of the Participant (or in the
case of a Qualified Preretirement Survivor Annuity, the life of the Participants
Spouse) or (B) an annuity that decreases during the life of the Participant merely
because of (I) the death of the Participants Beneficiary under a joint and survivor
annuity, but only if the reduction is not below 50 percent of the benefit payable
before the death of the Beneficiary or (II) cessation or reduction of Social Security
supplements or qualified disability payments, as defined in Code Section 411(a)(9).(4)
    
    No actuarial adjustment shall be made hereunder for (A) survivor benefits
payable to a surviving Spouse under a Qualified Joint and Survivor Annuity to the
extent such benefits would not be payable if the Participants benefit were paid in
another form, (B) benefits that are not directly related to retirement benefits (such
as qualified disability benefits, preretirement incidental death benefits, and
post-retirement medical benefits), or (C) the inclusion in the form of payment of an
automatic benefit increase feature, provided that (I) the form of payment is not
subject to Code Section 417(e)(3) and would otherwise satisfy the limitations of this
Article and (II) the Plan provides that the amount payable under the form of payment in
any limitation year shall not exceed the limits of this Article applicable as of the
Annuity Starting Date, increased in subsequent years pursuant to Code Section 415(d).
For purposes of clause (C), an automatic benefit increase feature is included in a form
of payment if the form of payment provides for automatic, periodic increases to
benefits paid in that form.(5)
    
    If a Participant has or will have distributions commencing at more than one
Annuity Starting Date, the annual retirement benefit shall be determined as of each
Annuity Starting Date (and shall satisfy the
limitations of this Article as of each such date), actuarially adjusting for past
and future distributions of benefits commencing as of other Annuity Starting Dates.
For purposes of this paragraph (v), the determination of whether a new Annuity
Starting Date has occurred shall be made without regard to Treasury Regulations
Section 1.401(a)-20, Q&A 10(d), but with regard to Treasury Regulations Sections
1.415(b)-1(b)(1)(iii)(B) and (C).
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(d)
    
    The applicable mortality table means the following: (i) prior to the first day of the first
Plan Year beginning on or after January 1, 2008, the table prescribed by the Secretary of the
Treasury, which is the table specified in Revenue Ruling 2001-62 and (ii) on and after the
first day of the first Plan Year beginning on or after January 1, 2008, the applicable Code
Section 417(e)(3) mortality table.(e)
    
    Defined benefit plan and defined contribution plan have the meanings given such terms in
Code Section 415(k).(f)
    
    Defined benefit compensation limitation means 100 percent of a Participants average 415
compensation for his high three consecutive calendar years of service. In the case of a
Participant who has fewer than 10 years of service with the employer, the defined benefit
compensation limitation shall be multiplied by a fraction, (i) the numerator of which is the
number of years (or part thereof, but not less than one) of service with the employer and (ii)
the denominator of which is 10. For purposes of this subsection, a Participant is credited
with a year of service (computed to fractional years) for each Service Computation Period
for which he is credited with the number of Hours of Service required to accrue Credited
Service under the terms of the Plan, taking into account service with the Employers, any
affiliated employer, or a predecessor employer.(g)
    
    Defined benefit dollar limitation means $160,000, as adjusted , effective January 1 of each
year, under Code Section 415(d) in such manner as the Secretary of the Treasury shall
prescribe, and payable in the form of a straight life annuity. A limitation adjusted under
Code Section 415(d) will apply to limitation years ending with or within the calendar year
for which the adjustment applies. A Participants annual retirement benefit shall
not be adjusted to reflect increases in the defined benefit dollar limitation effective
for limitation years beginning after the limitation year in which his termination
occurred.The defined benefit dollar limitation shall be adjusted as follows:
 (1)
    
    If the Participant has fewer than 10 years of participation in the Plan, the
defined benefit dollar limitation shall be multiplied by a fraction, (i) the
numerator of which is the number of years (or part thereof, but not less than one) of
participation in the plan and (ii) the denominator of which is 10. For purposes of this
paragraph, a Participant is credited with a year of participation (computed to
fractional years) for each Service Computation Period (as defined for purposes of
crediting Credited Service) for which he is credited with a year (or fraction of a
year) of Credited Service, provided that (A) he is included as a Participant under the
eligibility provisions of the Plan for at least one day of such Service Computation
Period and (B) the Plan is established no later than the last day of such Service
Computation Period. No more than one year of participation shall be credited for a
Service Computation Period.
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(2)
    
    If the benefit of a Participant begins prior to age 62, the defined benefit
dollar limitation applicable to the Participant at such earlier age is an annual
benefit payable in the form of a straight life annuity beginning at the Participants
Annuity Starting Date that is:
 (i)
    
    For limitation years beginning before July 1, 2007, the
actuarial equivalent of the defined benefit dollar limitation (adjusted under
(i) above, if required) determined using the following factors, whichever
produces the lesser annual amount: (I) the interest rate and mortality table
(or other tabular factor) specified in Section 6.2 or 7.3, as applicable, for
adjusting benefits for early commencement or (II) the applicable mortality
table and an interest rate of 5 percent.(ii)
    
    For limitation years beginning on or after July 1, 2007, the
following, as applicable:
 (A)
    
    If the plan does not provide an immediately
commencing straight life annuity commencing at both age 62 and the
Participants age at his Annuity Starting Date, the actuarial
equivalent of the defined benefit dollar limitation (adjusted under
(i) above, if required) determined using the applicable mortality
table (expressing the Participants age based on completed calendar
months as of the Annuity Starting Date) and an interest rate of 5
percent.(B)
    
    If the plan does provide an immediately
commencing straight life annuity commencing at both age 62 and the
Participants age at his Annuity Starting Date, the lesser of: (a) the
amount determined under (I) above or (b) the defined benefit dollar
limitation (adjusted under (i) above, if required ) multiplied by the
ratio of the annual amount of the immediately commencing straight life
annuity under the Plan at the Participants Annuity Starting Date to
the annual amount of the immediately commencing straight life annuity
under the Plan at age 62, both determined without applying the
limitations of this Article.
 Any decrease in the defined benefit dollar limitation determined in
accordance with this paragraph (ii) shall not reflect a mortality decrement
if benefits are not forfeited upon the death of the Participant. If any
benefits are forfeited upon death, the full mortality decrement is taken
into account. For this purpose, no forfeiture is treated as occuring upon
the Participants death if the Plan does not charge Participants for
providing Qualified Preretirement Survivor Annuity coverage.
 (3)
    
    If the benefit of a Participant begins after the Participant attains age 65,
the defined benefit dollar limitation applicable to the Participant at the later age
is
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an annual benefit payable in the form of a straight life annuity beginning at the
Annuity Starting Date that is:
 (i)
    
    For limitation years beginning before July 1, 2007, the
actuarial equivalent of the defined benefit dollar limitation (adjusted under
(i) above, if required) determined using the following factors, whichever
provides the lesser amount: (I) the interest rate and mortality table (or other
tabular factor) used under the Plan to determine Actuarial Equivalence for
purposes of delayed retirement or (II) the applicable mortality table and an
interest rate of 5 percent.(ii)
    
    For limitation years beginning on or after July 1, 2007, the
following, as applicable:
 (A)
    
    If the plan does not provide an immediately
commencing straight life annuity commencing at both age 65 and the
Participants age at his Annuity Starting Date, the actuarial
equivalent of the defined benefit dollar limitation (adjusted under
(i) above, if required) determined using the applicable mortality
table (expressing the Participants age based on completed calendar
months as of the Annuity Starting Date) and an interest rate of 5
percent.
 (B)
    
    If the plan does provide an immediately
commencing straight life annuity commencing at both age 65 and the
Participants age at his Annuity Starting Date, the lesser of: (a) the
amount determined under (A) above or (b) the defined benefit dollar
limitation (adjusted under (i) above, if required ) multiplied by the
ratio of the annual amount of the adjusted immediately commencing
straight life annuity under the Plan at the Participants Annuity
Starting Date to the annual amount of the adjusted immediately
commencing straight life annuity under the Plan at age 65, both
determined without applying the limitations of this Article. The
adjusted immediately commencing straight life annuity at the
Participants Annuity Starting Date is the annual amount of such
annuity payable to the Participant computed disregarding accruals after
age 65, but including actuarial adjustments even if
those adjustments are used to offset accruals and the adjusted
immediately commencing straight life annuity under the Plan at age 65
is the annual amount of such annuity that would be payable to a
hypothetical Participant who is age 65 and has the same Accrued
Benefit as the Participant.
 Any adjustment to the defined benefit dollar limitation determined in accordance
with this paragraph (iii) shall not reflect a mortality decrement if benefits are
not forfeited upon the death of the Participant. If any benefits are forfeited upon
death, the full mortality decrement is taken into account. For this
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purpose, no forfeiture is treated as occuring upon the Participants death if the Plan does not
charge Participants for providing Qualified Preretirement Survivor Annuity coverage.
 (h)
    
    An employee contribution means any employee after-tax contribution contributed by a
Participant under any qualified plan of an Employer or an affiliated employer, including
mandatory employee contributions, as defined in Code Section 411(c)(2)(C).
 (i)
    
    A Participants 415 compensation with respect to a calendar year means the following: the
Participants remuneration for services, including (A) his wages, salaries, fees for
professional service, and all other amounts received (without regard to whether such amounts
are paid in cash) for personal services actually rendered in the course of employment with an
Employer or an affiliated employer paid to him for such period, to the extent the amounts
would have been received and includable in gross income, including, but not limited to,
commissions paid to salesperson, compensation for services on the basis of a percentage of
profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements
or other expense allowances under a nonaccountable plan described in Treasury Regulations
Section 1.62-2(c) or (B) in case of a Participant who is an employee within the meaning of
Code Section 401(c)(1), the Participants earned income, as described in Code Section
401(c)(2) and regulations issued thereunder, but excluding (i) contributions (other than
elective contributions described in Code Section 402(e)(3), 408(k)(6),
408(p)(2)(A)(i), or 457(b)) made on behalf of the Participant by an Employer or an
affiliated employer to a plan of deferred compensation (including a simplified employee
pension described in Code Section 408(k) or a simple retirement account described in Code
Section 408(p)), whether or not qualified, to the extent that, before application of the
limitations of Code Section 415 to such plan, the contributions are not includable in the
gross income of the Participant for the taxable year in which contributed, (ii) any
distributions from a plan of deferred compensation, whether or not qualified, (except
amounts received pursuant to an unfunded non-qualified plan in the year such amounts are
includable in the gross income of the Participant), (iii) amounts realized from the exercise
of a non-qualified option or when restricted stock or other property held by the Participant
either becomes freely transferable or is no longer subject to substantial risk of
forfeiture, (iv) amounts received from the sale, exchange or other disposition of stock
acquired under a qualified stock option, (v) any other amounts that receive special tax
benefits, such as premiums for group term life insurance (but only to the extent that the
premiums are not includable in the gross income of the Participant and are not salary
reduction amounts that are described in Code Section 125), and (vi) other items that are
similar to the items listed in (i) through (v) above.415 compensation includes (i) any elective deferral, as defined in Code Section 402(g)(3)
and (ii) any amount contributed or deferred by the Employer at the Participants election
which is not includable in the Participants gross income by reason of Code Section 125,
132(f)(4), or 457.
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If a Participant has a severance from employment (as defined in Treasury Regulations Section
1.415(a)-1(f)(5)) with the Employer and all affiliated employers, 415 compensation does
not include amounts received by the Participant following such severance from employment
except amounts paid before the later of (a) the close of the limitation year in which the
Participants employment terminates or (b) within 2 1/2 months of such severance if such
amounts:
 
    
    would otherwise have been paid to the Participant in the course of his
employment and are regular compensation for services during the Participants
regular working hours, compensation for services outside the Participants regular
working hours (such as overtime or shift differential pay), commissions, bonuses, or
other similar compensation
    
    are payments for accrued bona fide sick, vacation or other leave, but only if
the Participant would have been able to use such leave if his employment had
continued and such amounts would have been includable in 415 compensation if his
employment had continued
    
    are received by the Participant pursuant to a non-qualified, unfunded deferred
compensation plan, but only if the Participant would have received such payments at
the same time if he had continued in employment and only to the extent the payments
are includable in the Participants gross income
 For purposes of this subsection, a Participant will not be considered to have incurred a
severance from employment if his new employer continues to maintain the plan with respect to
such Participant.Notwithstanding the foregoing, effective for years beginning after December 31, 2008,
amounts paid by an Employer or an affiliated employer to a Participant who is not
performing services for the Employer or affiliated employer due to qualified military
service (within the meaning of Code Section 414(u)(1)) shall be included as 415
compensation to the extent such amounts do not exceed the amounts the Participant would
have received if he had continued in employment with the Employer or affiliated employer.In no event, however, shall the compensation of a Participant taken into account under the
Plan for any calendar year exceed the Code Section 401(a)(17) limit in effect for such
calendar year ($225,000 for the calendar year beginning in 2007, subject to adjustment
annually as provided in Code Section 401(a)(17)(B) and Code Section 415(d)). Effective for
calendar years beginning on and after July 1, 2007, the limit described in this paragraph
shall be applied annually to 415 compensation earned in such calendar year and 415
compensation for a calendar year shall not increase as a result of an increase in the Code
Section 401(a)(17) limit applicable to a future calendar year.To be included in a Participants 415 compensation for a particular calendar year, an
amount must have been received by the Participant (or would have been received, but for
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the Participants election under Code Section 125, 132(f)(4), 401(k), 402(h)(1)(B), 403(b),
408(p)(2)(A)(i), or 457) within such calendar year.
 (j)
    
    The limitation year means the calendar year.(k)
    
    A predecessor employer means (1) any former employer with respect to which an Employer or
affiliated employer maintains a plan that provides benefits that the Participant accrued
while performing services for such other employer or (2) a former entity that antedates an
Employer or an affiliated employer if under the facts and circumstances the Employer or
affiliated employer constitutes a continuation of all or a part of the trade or business of
the former entity.
 12.2 Maximum Limitation on Annual Benefits
  (a)
    
    The aggregate annual retirement benefit payable for a limitation year under any available
form of payment does not exceed $10,000 multiplied by a fraction, the numerator of which is
the Participants number of years of service (as defined above with respect to the defined
benefit compensation limitation), not to exceed 10 years of service, and the denominator of
which is 10; and(b)
    
    The Employers, all affiliated employers, and any predecessor employer have not at any
time maintained a separate defined contribution plan in which the Participant participated.
 12.3 Grandfather Prior Benefits
  12.4 Frozen Benefits
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12.5 Manner of Reduction
 
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Article XIII
 Pension Fund
 13.1 Pension Fund
  13.2 Contributions by the Employers
  13.3 Expenses of the Plan
  13.4 No Reversion
  (a)
    
    the residual amounts specified in Article XVI may be returned to the Employers;(b)
    
    any contributions which are made under a mistake of fact may be returned to the Employers
within one year after the contributions were made;(c)
    
    any contributions made for years during which the Funding Agreement and Plan were not
initially qualified under Code Sections 401 and 501(a) may be returned to the Employers
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within one year after the date of denial of initial qualification, but only if an application
for determination was filed within the period of time prescribed under ERISA Section
403(c)(2)(B); and
 (d)
    
    any contributions, which are not, in whole or in part, deductible under Code Section 404 for
the year for which they were made, may to the extent such contributions were not so
deductible, be returned to the Employers within one year after the disallowance of the
deduction.
  13.5 Forfeitures Not to Increase Benefits
  13.6 Change of Funding Medium
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Article XIV
 Administration
 14.1 Authority of the Sponsor
  (a)
    
    allocate any of the powers, authority, or responsibilities for the operation and
administration of the Plan (other than trustee responsibilities as defined in ERISA Section
405(c)(3)) among named fiduciaries; and(b)
    
    designate a person or persons other than a named fiduciary to carry out any of such powers,
authority, or responsibilities;
  14.2 Action of the Sponsor
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14.3 Claims Review Procedure
    (a)
    
    the date on which the claimants request was filed with the Administrator; provided that the
date on which the claimants request for review was in fact filed with the Administrator shall
control in the event that the date of the actual filing is later than the date stated by the
claimant pursuant to this paragraph; and(b)
    
    the specific portions of the denial of his claim which the claimant requests the
Administrator to review; and(c)
    
    a statement by the claimant setting forth the basis upon which he believes the Administrator
should reverse its previous denial of his claim for benefits and accept his claim as made; and(d)
    
    any written material (offered as exhibits) which the claimant desires the Administrator to
examine in its consideration of his position as stated pursuant to paragraph (c) of this
Section.
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14.4 Qualified Domestic Relations Orders
  14.5 Indemnification
  14.6 Actions Binding
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Article XV
 Adoption By Other Entities
 15.1 Adoption by Affiliated Companies
  15.2 Effective Plan Provisions
  -77-




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Article XVI
 Amendment & Termination of Plan
 16.1 Sponsors Right of Amendment
  16.2 Termination of the Plan
  (a)
    
    In the case of benefits payable as an annuity,
 (1)
    
    in the case of the benefit of a Participant or Beneficiary which was in pay
status as of the beginning of the three-year period ending on the termination date of
the Plan, to each such benefit, based on the provisions of the Plan (as in effect
during
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the five-year period ending on such date) under which such benefit would be the
least; and
 (2)
    
    in the case of a Participants or Beneficiarys benefit (other than a benefit
described in subparagraph (1) of this paragraph) which would have been in pay status as
of the beginning of such three-year period if the Participant had retired prior to the
beginning of such three-year period and if his benefits had commenced (in the normal
form of annuity under the Plan) as of the beginning of such period, to each such
benefit based on the provisions of the Plan (as in effect during the five-year period
ending on such date) under which such benefit would be the least.
 For purposes of subparagraph (1) of this paragraph, the lowest benefit in pay status during
a three-year period shall be considered the three-year benefit in pay status for such
period.(b)
    
    Next,
 (1)
    
    to all other benefits, if any, of individuals under the Plan guaranteed under
Title IV of ERISA (determined without regard to ERISA Section 4022B(a)); and(2)
    
    to the additional benefits, if any, which would be determined under
subparagraph (1) of this paragraph if ERISA Section 4022(b)(5) did not apply.
 For purposes of this paragraph, ERISA Section 4021 shall be applied without regard to
subsection (c) thereof.(c)
    
    Next, to all nonforfeitable benefits under the Plan.(d)
    
    Last, to all other benefits under the Plan.
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16.3 Adjustment of Allocation
  16.4 Assets Insufficient for Allocation
  16.5 Assets Insufficient for Allocation Under Paragraph (c) of Section 16.2
  (a)
    
    If this Section applies, except as provided in paragraph (b), the assets shall be allocated
to the benefits of individuals described in paragraph (c) of Section 16.2 on the basis of the
benefits of individuals which would have been described in such paragraph under the Plan as in
effect at the beginning of the five-year period ending on the date of termination of the Plan.(b)
    
    If the assets available for allocation under paragraph (a) of this Section are sufficient to
satisfy in full the benefits described in such paragraph (without regard to this paragraph
(b)), then for purposes of paragraph (a), benefits of individuals described in such paragraph
shall be determined on the basis of the Plan as amended by the most recent Plan amendment
effective during such five-year period under which the assets available for allocation are
sufficient to satisfy in full the benefits of individuals described in paragraph (a), and any
assets remaining to be allocated under such paragraph (a) on the basis of the Plan as amended
by the next succeeding Plan amendment effective during such period.
 16.6 Allocations Resulting in Discrimination
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16.7 Residual Assets
  (a)
    
    all liabilities of the Plan to Participants and their beneficiaries have been satisfied; and(b)
    
    the distribution does not contravene any provision of law.
 16.8 Meanings of Terms
  16.9 Payments by the Funding Agent
  16.10 Residual Assets Distributable to the Employers
  16.11 Withdrawal of an Employer
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Article XVII
 Miscellaneous
 17.1 No Commitment as to Employment
  17.2 Claims of Other Persons
  17.3 Governing Law
  17.4 Nonforfeitability of Benefits Upon Termination or Partial Termination
  17.5 Merger, Consolidation, or Transfer of Plan Assets
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17.6 Funding Agreement
  17.7 Benefit Offsets for Overpayments
  (a)
    
    If the error is an underpayment to the Participant or Beneficiary, the Plan Administrator
will instruct the Trustee to make up any underpayment to the Participant or his Beneficiary
(plus interest), as appropriate, either in a lump sum or by adjusting future monthly payments.(b)
    
    If the error is an overpayment to the Participant or Beneficiary, the Plan Administrator will
instruct the Trustee to deduct or collect such overpayment from the Participant or his
Beneficiary (without interest), as appropriate, either in a lump sum or by adjusting future
monthly payments. The Plan Administrator may determine not to collect certain overpayments
either because it deems in its sole discretion the cost of recovery to exceed the amount of
overpayment or it deems in its sole discretion that collection would be an extreme hardship on
the Participant or Beneficiary.
   17.8 Internal Revenue Requirements
  (a)
    
    If the Plan is terminated, the benefit of any Highly Compensated Employee shall be limited to
a benefit that is nondiscriminatory under Code Section 401(a)(4).
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(b)
    
    The annual payments in any one year to any of the 25 Highly Compensated Employees with the
greatest compensation (hereinafter referred to as a restricted employee) in the current or
any prior year shall not exceed an amount equal to the payments that would be made on behalf
of the restricted employee under (1) a straight life annuity that is the Actuarial Equivalent
of the restricted employees Accrued Benefit and other benefits to which the restricted
employee is entitled under the Plan (other than a Social Security supplement), and (2) the
amount of the payments the restricted employee is entitled to receive under a Social Security
supplement. For purposes of this paragraph, benefit includes, among other benefits, loans
in excess of the amounts set forth in Code Section 72(p)(2)(A), any periodic income, any
withdrawal values payable to a living employee, and any death benefits not provided for by
insurance on the restricted employees life. The foregoing provisions of this paragraph shall
not apply, however, if:
 (1)
    
    After payment to a restricted employee of all benefits payable to the
restricted employee under the Plan, the value of Plan assets equals or exceeds 110
percent of the value of current liabilities as defined in Code Section 412(l)(7) (or
any successor provision thereto) (each value being determined as of the same date in
accordance with applicable Treasury Regulations);(2)
    
    The value of the benefits payable under the Plan to or for a restricted
employee is less than one percent of the value of current liabilities before
distribution; or(3)
    
    The value of benefits payable under the Plan to or for a restricted employee
does not exceed the amount described in Code Section 411(a)(11)(A).
 17.9 Overall Permitted Disparity Limits
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17.10 Veterans Reemployment Rights
  17.11 Location of Payee Unknown
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Article XVIII
 Top-Heavy Provisions
 18.1 Top-Heavy Plan Definitions
  (a)
    
    The compensation of an Employee means compensation as defined in Code Section 415 and
regulations issued thereunder. In no event, however, shall the compensation of a Participant
taken into account under the Plan for any Plan Year exceed (1) $200,000 for Plan Years
beginning prior to January 1, 1994, or (2) $150,000 for Plan Years beginning on or after
January 1, 1994. The limitations set forth in the preceding sentence shall be subject to
adjustment annually as provided in Code Section 401(a)(17)(B) and Code Section 415(d);
provided, however, that the dollar increase in effect on January 1 of any calendar year, if
any, is effective for Plan Years beginning in such calendar year.(b)
    
    The determination date with respect to any Plan Year means the last day of the immediately
preceding Plan Year.(c)
    
    A key employee means any Employee or former Employee (including any deceased Employee) who
at any time during the Plan Year that includes the determination date was an officer of an
Employer or an Affiliated Company having annual compensation greater than $130,000 (as
adjusted under Code Section 416(i)(1) for Plan Years beginning after December 31, 2002), a
five-percent owner of an Employer or an Affiliated Company, or a one-percent owner of an
Employer or an Affiliated Company having annual compensation of more than $150,000. For this
purpose, annual compensation means compensation within the meaning of Code Section 415(c)(3).
The determination of who is a key employee will be made in accordance with Code Section
416(i)(1) and the applicable regulations and other guidance of general applicability issued
thereunder.(d)
    
    A non-key employee means any Employee who is not a key employee.(e)
    
    A permissive aggregation group means those plans included in an Employers required
aggregation group together with any other plan or plans of the Employer or an Affiliated
Company so long as the entire group of plans would continue to meet the requirements of Code
Sections 401(a)(4) and 410.(f)
    
    A required aggregation group means the group of tax-qualified plans maintained by an
Employer or an Affiliated Company consisting of each plan in which a key employee participates
and each other plan which enables a plan in which a key employee participates to meet the
requirements of Code Section 401(a)(4) or Code Section 410,
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including any plan that terminated
within the five-year period ending on the relevant determination date.
 (g)
    
    A super top-heavy group with respect to a particular Plan Year means a required or
permissive aggregation group that, as of the determination date, would qualify as a top-heavy
group under the definition in paragraph (j) of this Section with 90 percent substituted for
60 percent each place where 60 percent appears in the definition.(h)
    
    A super top-heavy plan with respect to a particular Plan Year means a plan that, as of the
determination date, would qualify as a top-heavy plan under the definition in paragraph (k) of
this Section with 90 percent substituted for 60 percent each place where 60 percent
appears in such definition. A plan is also a super top-heavy plan if it is part of a super
top-heavy group.(i)
    
    The testing period means the period of consecutive years of service, not in excess of five,
during which an Employee has the greatest aggregate compensation from his Employer, excluding,
however, any year which ends in a Plan Year beginning prior to January 1, 1984, as well as any
Plan Year which begins after the close of the last Plan Year in which the Plan was a top-heavy
plan.(j)
    
    A top-heavy group with respect to a particular Plan Year means a required or permissive
aggregation group if the sum, as of the determination date, of the present value of the
cumulative accrued benefits for key employees under all defined benefit plans included in such
group and the aggregate of the account balances of key employees under all defined
contribution plans included in such group exceeds 60 percent of a similar sum determined for
all employees covered by the plans included in such group.(k)
    
    A top-heavy plan with respect to a particular Plan Year means (i) in the case of a defined
benefit plan, a plan for which, as of the determination date, the present value of the
cumulative accrued benefits under the plan (within the meaning of Code Section 416(g) and the
regulations and rulings thereunder) for key employees exceeds 60 percent of the present value
of the cumulative accrued benefits under the plan for all employees, with the present value of
the cumulative accrued benefits to be determined under the accrual method uniformly used under
all plans maintained by his Employer or, if no such method exists, under the slowest accrual
method permitted under the fractional accrual rate of Code Section 411(b)(1)(c), (ii) in the
case of a defined contribution plan, a plan for which, as of the determination date, the
aggregate of the accounts (within the meaning of Code Section 416(g) and the regulations and
rulings thereunder) of key employees exceeds 60 percent of the aggregate of the accounts of
all Participants covered under the plan, with the accounts valued as of the most recent
valuation date coinciding with or preceding the determination date, and (iii) any plan
included in a required aggregation group that is a top-heavy group. Notwithstanding the
foregoing, if a plan is included in a required or permissive aggregation group which is not a
top-heavy group, such plan shall not be a top-heavy plan. For purposes of this Article, the
present value of the cumulative accrued benefits under the Plan shall be determined as of the
date Plan
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costs for minimum funding purposes are computed, and shall be calculated using the
actuarial assumptions otherwise employed under the Plan for actuarial valuations, except that
the same actuarial assumptions shall be used for all plans within a required or permissive
aggregation group. The present values of accrued benefits and the amounts of account
balances of an Employee as of the determination date shall be increased by the
distributions made with respect to the Employee under the Plan and any plan aggregated with
the Plan under Code Section 416(g)(2) during the one-year period ending on the
determination date. The preceding sentence shall also apply to distributions under a
terminated plan which, had it not been terminated, would have been aggregated with the Plan
under Code Section 416(g)(2)(A)(i). In the case of a distribution made for a reason other
than separation from service, death, or disability, this provision shall be applied by
substituting five-year period for one-year period. The accrued benefits and accounts of
any individual who has not performed services for an Employer or an Affiliated Company
during the one-year period ending on the determination date shall not be taken into
account.
 18.2 Applicability of Top-Heavy Plan Provisions
  18.3 Top-Heavy Vesting
  Years of Service
    
    Vested Interestless than 2
    
    0%2, but less than 3
    
    20%3, but less than 4
    
    40%4, but less than 5
    
    60%5, but less than 6
    
    80%6 or more
    
    100%
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18.4 Minimum Top-Heavy Benefit
  (a)
    
    Two percent multiplied by his years of Service; or(b)
    
    20 percent.
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Executed At Houston, Texas 8th day of December, 2010
 Sterling Chemicals, Inc.By: /s/ Kenneth M. HalePrinted Name: Kenneth M. HaleTitle: SVP and General CounselSterling Chemicals, Inc.
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