**Table of Contents**       **Introduction**  1        **I** **Definitions**  2 1.01 Accrued Benefit  2 1.02 Active Participant  2 1.03 Actuarial Equivalent  2 1.04 Affiliated Group  3 1.05 Annuity Starting Date  3 1.06 Applicable Interest Rate  3 1.07 Applicable Mortality Table  3 1.08 Beneficiary  3 1.09 Benefit  3 1.10 Board  3 1.11 Code  3 1.12 Company  4 1.13 Compensation  4 1.14 Covered Compensation  7 1.15 Disability  7 1.16 Disability Retirement Date  7 1.17 Early Retirement Age  8 1.18 Early Retirement Date  8 1.19 Effective Date  8 1.20 Effective Date of this Restatement  8 1.21 Eligible Employee  8 1.22 Employee  8 1.23 Employer  9 1.24 Entry Date  9 1.25 ERISA  9 1.26 Inactive Participant  9 1.27 Late Retirement Date  9 1.28 Normal Retirement Age  9 1.29 Normal Retirement Date  9 1.30 Participant  9 1.31 Participating Employer  9 1.32 Plan  9 1.33 Plan Administrator  10 1.34 Plan Year  10 1.35 Restatement  10 1.36 Retirement Benefit  10 1.37 Social Security Retirement Age  10 1.38 Spouse  10 1.39 Trust Agreement  10 1.40 Trust Fund  10 1.41 Trustee  10 
 

 
       1.42 Year of Service  10        **II** **Eligibility, Vesting and Benefit Service**  14 2.01 Eligibility Requirements  14 2.02 Participation upon Reemployment  14 2.03 Inactive Participants  15 2.04 Vesting Service  15 2.05 Benefit Service  15 2.06 Disregarded Service  16        **III** **Retirement Benefits**  17 3.01 Normal Retirement Benefit  17 3.02 Early Retirement Benefit  19 3.03 Late Retirement Benefit  19 3.04 Disability Retirement Benefit  20 3.05 No Duplication of Benefits  21 3.06 Maximum Excess Allowance  21        **IV** **Benefits upon Termination of Employment**  24 4.01 Deferred Normal Retirement Benefit  24 4.02 Deferred Early Retirement Benefit  24 4.03 Form of Payment  25        **V** **Form and Payment of Retirement Benefits**  26 5.01 Normal Form of Benefit  26 5.02 Other Forms of Benefit  26 5.03 Waiver of Qualified Joint and Survivor Annuity  27 5.04 Cash-out of Accrued Benefit  29 5.05 Commencement of Benefits  30 5.06 Methods of Distribution  35 5.07 Suspension of Benefits  37 5.08 Direct Rollover Distributions  38        **VI** **Preretirement Death Benefits**  40 6.01 Eligibility for Death Benefit  40 6.02 Amount of Qualified Preretirement Survivor Annuity  40 6.03 Alternative Death Benefit  41 6.04 Cash-out of Accrued Benefit  42 6.05 Time of Payment  42        **VII** **Limitations on Benefits**  43 7.01 Limitation on Annual Benefit  43        **VIII** **Top-Heavy Rules**  45 8.01 Top-Heavy Determination  45 8.02 Vesting  48 
 

 
       8.03 Minimum Benefits  49        **IX** **Plan Administration**  51 9.01 Plan Administrator  51 9.02 General Powers, Rights and Duties  51 9.03 Manner of Action  52 9.04 Interested Committee Member  53 9.05 Resignation or Removal of Committee Members  53 9.06 Nondiscrimination  53 9.07 Delegation and Reliance  53 9.08 Claims Procedure  53 9.09 Plan Administrator’s Decision Final  55 9.10 Standard of Review  55 9.11 Information Required by Plan Administrator  55 9.12 Expenses of the Plan  56 9.13 Freedom from Liability  56        **X** **Amendment or Termination**  57 10.01 Amendment or Modification of the Plan  57 10.02 Termination of the Plan  57 10.03 Distribution upon Termination of the Plan  58 10.04 Residual Assets  58 10.05 Restriction on Distribution of Benefits  58 10.06 Repayment of Restricted Amounts  59        **XI** **Funding of the Plan**  61 11.01 Establishment of Trust  61 11.02 Employer Contributions  61 11.03 Funding Standards  61 11.04 Changes in Funding Medium or Method  61 11.05 Purchase of Annuities  61 11.06 No Diversion  62 11.07 Treatment of Forfeitures  62 11.08 Return of Contributions  62 11.09 Litigation by Participants or Beneficiaries  62        **XII** **General Provisions**  64 12.01 Non-Alienation  64 12.02 Substitute Payee  65 12.03 Absence of Guarantee  65 12.04 No Contract  65 12.05 Missing Persons  65 12.06 Corporate Change  66 12.07 Merger  66 12.08 USERRA  66 
 

 
       **XIII** **Adoption of the Plan by Other Entities**  67 13.01 Adoption of Plan  67 13.02 Withdrawal from Plan  67 
 

 
**Introduction**The Amended and Restated American Pacific Corporation Defined Benefit Pension Plan (hereinafter the“Plan”) was first established effective October 1, 1987 by American Pacific Corporation (the“Company”) for the benefit of Eligible Employees. It was subsequently amended and restatedeffective October 1, 1997. The Plan has now been amended and restated effective October 1, 2008(the “Effective Date of this Restatement”), except as otherwise specifically provided, to complywith the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”) and to incorporatechanges described in Internal Revenue Notice 2007-94 (the “2007 Cumulative List”).The rights and benefits of Participants who are Active Participants in the Plan on or after theEffective Date of this Restatement shall be determined as provided in this amended and restatedPlan. The rights and benefits of any Participant who was not an Active Participant on or after theEffective Date of this Restatement, but who is entitled to benefits under the Plan, shall bedetermined in accordance with the applicable provisions of the Plan in effect at the time suchParticipant separated from service, except as required by applicable law or regulation or except asspecifically provided or changed by subsequent amendments.It is intended that the Plan, together with the Trust Agreement, meet all the requirements of ERISAas amended and qualify under Sections 401(a) and 501(a) of the Code. Except as otherwise provided,the Plan and all matters relating thereto shall be governed, construed and administered inaccordance with the applicable laws of the United States and the State of Nevada**.**
1

 
**ARTICLE I****Definitions**The following terms used in the Plan have the meanings ascribed to them in Article I unless adifferent meaning is plainly required by the context. Some of the words and phrases used in thePlan are not defined in this Article I, but, for convenience, are defined as they are introducedinto the text. Words in one gender should be deemed to include the other gender. Nouns andpronouns stated in the singular should be deemed to include the plural and the plural should bedeemed to include the singular whenever appropriate. Any headings used herein are included forease of reference only, and are not to be construed so as to alter any of the terms of the Plan.1.01 Accrued Benefit means the amount of the monthly Retirement Benefit a Participant hasearned as of the applicable determination date payable at Normal Retirement Date and shall bedetermined as provided in Section 3.01, using Final Average Compensation, Benefit Service andCovered Compensation as of the determination date. 1.02 Active Participant means any Participant who is employed by a Participating Employeras an Eligible Employee on a determination date. 1.03 Actuarial Equivalent means a benefit that is of equal value at the date ofdetermination to the benefits for which they are to be substituted. For purposes of thisPlan, the following conventions shall be used to calculate Actuarial Equivalence.(a)     (1) For distributions prior to October 1, 2007, for all purposes other thanlump sum benefits, Actuarial Equivalence shall be based on an interest rate of sevenpercent (7%) and mortality rates from the 1984 Unisex Mortality Table. (2) For distributions on and after October 1, 2008, for allpurposes other than lump sum benefits, the interest rate shall be six percent(6%) and the mortality table shall be the RP-2000 Mortality Table Projected to2007 with Scale AA (50% Male).  (3) For distributions during the period beginning October 1, 2007and ending September 30, 2008, for all purposes other than lump sum benefits,the interest rate and mortality table shall be as described in (a)(1) or(a)(2), whichever provides the greater benefit.   In no event shall the application of Section (a)(2) cause a benefit to be less thana benefit in the same form, but calculated by applying the factors described inSection 3.1(a) as in effect on September 30, 2008 to the Participant’s AccruedBenefit as of that date.
2

 
 (b) For lump sum benefits, Actuarial Equivalence shall be based on the ApplicableInterest Rate and the Applicable Mortality Table.1.04 Affiliated Group means the Company and all other entities required to be aggregatedwith the Company under Sections 414(b), (c), (m), or (o) of the Code but only in the periodduring which such other entity is required to be so aggregated with the Company. 1.05 Annuity Starting Date means the first day of the first period for which an amount ispayable as an annuity, or in the case of a benefit not payable in the form of an annuity, thefirst day on which all events have occurred which entitle the Participant to such a benefit. 1.06 Applicable Interest Rate means the annual rate of interest on 30-year Treasurysecurities, as specified by the Commissioner of Internal Revenue, for the month in which fallsthe Annuity Starting Date for the distribution. Effective on the date this Restatement isexecuted the Applicable Interest Rate shall be the rate specified above for the second monthpreceding the month in which falls the Annuity Starting Date for the distribution. 1.07 Applicable Mortality Table means the table prescribed by the Secretary of theTreasury under Section 417(e)(3) of the Code. The Applicable Mortality Table is currently thetable prescribed in Revenue Ruling 2001-62. 1.08 Beneficiary means a person or entity designated as such by a Participant, on a formprovided by the Plan Administrator, to receive benefits payable as a result of theParticipant’s participation in the Plan upon the Participant’s death. Notwithstanding thepreceding sentence, the Beneficiary shall be the Participant’s Spouse at the time of death,unless: (a) The Participant has no Spouse at the time of death, or  (b) The Participant’s Spouse consents in writing to the Participant’s designationof an alternate Beneficiary in the manner prescribed in Article V and Article VI, or  (c) The Participant’s Spouse cannot be located.  If the Participant has no Spouse at the time of death, or if no other person designated asBeneficiary survives the Participant, the Beneficiary shall be the Participant’s estate. 1.09 Benefit means Retirement Benefit. 1.10 Board means the Board of Directors of the Company. 1.11 Code means the Internal Revenue Code of 1986 as amended from time to time. Allreferences to specific Code sections are deemed to be references to such sections as they maybe amended or superseded.
3

 
1.12 Company means American Pacific Corporation. 1.13 Compensation. (a) Compensation means the Participant’s Section 415 Compensation duringemployment with the Employer for the Plan Year except as provided below. Compensationshall include any amount which is contributed by the Employer pursuant to a salaryreduction agreement and which is not includible in the gross income of the Employeeunder Sections 125, 132(f), 402(e)(3), 402(h) or 403(b) of the Code.    Compensation of each Participant taken into account under the Plan for determiningall benefits provided under the Plan for any determination period shall not exceedthe limit on Compensation prescribed in Section 401(a)(17) of the Code (the “Section401(a)(17) Limit”). The limit for any Plan Year beginning on and after January 1,2002, shall be $200,000 as adjusted for cost-of-living increases in accordance withCode Section 401(a)(17)(B). In determining benefit accruals in Plan Years beginningafter December 31, 2001, the annual compensation limit for determination periodsbeginning before January 1, 2002, shall be $200,000. The cost of living adjustmentin effect on January 1 of any calendar year shall apply to any determination periodbeginning in such calendar year. For this purpose, the “determination period” isany period not exceeding twelve (12) months over which Compensation is determined.If a determination period consists of fewer than twelve (12) months, the Section401(a)(17) Limit will be multiplied by a fraction, the numerator of which is thenumber of months in the determination period, and the denominator of which is twelve(12).    For Plan Years beginning before January 1, 1997, in determining the Compensation ofa Participant for purposes of this limitation, the rules of Section 414(q)(6) of theCode shall apply, except in applying such rules, the term “family” shall includeonly the Spouse of the Participant and any lineal descendant of the Participant whohas not attained age nineteen (19) before the close of the year. If, as a result ofthe application of such rules, the adjusted Section 401(a)(17) Limit is exceeded,then (except for purposes of determining the portion of Compensation up to theintegration level), the limitation shall be prorated among the affected individualsin proportion to each such individual’s Compensation as determined under thisSection prior to the application of this limitation. This paragraph shall not applyfor Plan Years beginning on and after January 1, 1997.    Section 401(a)(17) Participants — 1994 Fresh Start.    For the purpose of applying this subsection (a), the benefit formula in Section 3.01shall be applied so that the Accrued Benefit of any Section 401(a)(17) Participantor Statutory Section 401(a)(17) Participant in any Plan Year beginning afterDecember 31, 1993 will be equal to the greater of (1) or (2) where
4

 
 (1) means the sum of his Accrued Benefit on the last day of thelast Plan Year beginning in 1993, frozen in accordance with Treasury RegulationSection 1.401(a)(4)-13, and his Accrued Benefit based on the benefit formulaunder the Plan as amended for Plan Years beginning after 1993, taking intoaccount only Years of Benefit Service beginning after 1993 and  (2) means his Accrued Benefit based on the benefit formula underthe Plan as amended for Plan Years beginning after 1993, taking into accounthis total Years of Benefit Service.   For the purpose of this subsection, a Statutory Section 401(a)(17) Participant meansa Participant with an Accrued Benefit as of a date on or after the first day of thefirst Plan Year beginning on or after January 1, 1994 that was determined takinginto account Compensation for a Plan Year beginning prior to 1989 in excess of twohundred thousand dollars ($200,000) for any year. Also for the purpose of thissubsection (2), a Section 401(a)(17) Participant means a Participant with an AccruedBenefit as of a date on or after the first day of the first Plan Year beginning onor after January 1, 1994 that was determined taking into account Compensation for aPlan Year beginning prior to 1994 in excess of one hundred fifty thousand dollars($150,000) for any year.  (b) Final Average Compensation means the monthly average of a Participant’sCompensation over any sixty (60) consecutive month period preceding the termination ofemployment or retirement which produces the highest average.    If a Participant does not have the requisite amount of service described above,Final Average Compensation shall be determined on the basis of his entire period ofemployment as an Employee preceding the determination date.    The provisions of this subsection (b) shall in no case reduce the Final AverageCompensation of any individual who was employed by an Employer as an Employee onSeptember 30, 1989, to an amount that is less than such individual’s Final AverageCompensation as of such date, computed in accordance with the terms of the Plan ineffect on that date.  (c) Section 415 Compensation. This subsection is effective October 1,2007. Section 415 Compensation means the Participant’s wages, within the meaning ofSection 3401(a) of the Code and all other payments of compensation to the Participantby the Employer (in the course of the Employer’s trade or business) for which theEmployer is required to furnish the Participant a written statement under Sections6041(d), 6051(a)(3) and 6052 of the Code plus amounts that would be included inwages but for an election under Code section 125(a), 132(f)(4), 402(e)(3),402(h)(1)(B), 402(k), or 457(b). However, Section 415 Compensation shall excludeamounts paid by the Employer as reimbursement for moving expenses incurred by theEmployee to the extent that at the time of payment it is reasonable
5

 
   to believe thatthese amounts are deductible by the Employee under Section 217 of the Code. Section415 Compensation shall be determined without regard to any rules that limit theremuneration included in wages based on the nature or location of the employment orthe services performed. Section 415 Compensation shall not exceed the compensationlimit prescribed under Code section 401(a)(17).    Compensation for a limitation year also shall include the following: (1) Amounts earned but not paid during the limitation year solelybecause of the timing of pay periods and pay dates, provided the amounts arepaid during the first few weeks of the next limitation year, the amounts areincluded on a uniform and consistent basis with respect to all similarlysituated employees, and no compensation is included in more than one limitationyear.  (2) Compensation paid by the later of 2 1/2 months after anemployee’s severance from employment with the employer maintaining the plan orthe end of the limitation year that includes the date of the employee’sseverance from employment with the employer maintaining the plan, if: (A) the payment is regular compensation forservices during the employee’s regular working hours, or compensationfor services outside the employee’s regular working hours (such asovertime or shift differential), commissions, bonuses, or other similarpayments, and, absent a severance from employment, the payments wouldhave been paid to the employee while the employee continued inemployment with the employer;  (B) The following amounts, but only if they wouldhave been included in Section 415 compensation if paid prior to theemployee’s severance from employment with the employer maintaining thePlan: (i) Payment for unused accrued bonafide sick, vacation or other leave that the employee would havebeen able to use if employment had continued; or  (ii) Payment received by the employeepursuant to a nonqualified unfunded deferred compensation planprovided such payment would have been paid at the sametime if employment had continued, but only to the extentincludible in gross income.   Any payments not described above shall not be considered compensation ifpaid after severance from employment, even if they are paid by the later
6

 
 ** ** of2 1/2 months after the date of severance from employment or the end of thelimitation year that includes the date of severance from employment;  (3) Deemed Code section 125 compensation. Deemed Code section 125compensation is an amount that is excludable under Code section 106 that is notavailable to a Participant in cash in lieu of group health coverage under aCode section 125 arrangement solely because the Participant is unable tocertify that he or she has other health coverage. Amounts are deemed Codesection 125 compensation only if the employer does not request or otherwisecollect information regarding the Participant’s other health coverage as partof the enrollment process for the health plan.  (4) Payments to an individual who does not currently performservices for the Employer or an Affiliated Employer by reason of qualifiedmilitary service (within the meaning of Section 414(u)(1) of the Code to theextent these payment do not exceed the amounts the individual would havereceived if he had continued to perform service for the Employer or anAffiliated Employer rather than entering qualified military service.  (5) Compensation paid to a Participant who is permanently andtotally disabled, as defined in Section 22(e)(3) of the Code, provided salarycontinuation applied to all Participants who are permanently and totallydisabled for a fixed or determinable period, or the Participant was not ahighly compensated employed, as defined in Section 414(q) of the Codeimmediately before becoming disabled.1.14 Covered Compensation means, for a Plan Year, a Participant’s Compensation (determinedin accordance with definition of Compensation set forth in this Plan) that is not in excess ofthe applicable wage base determined in accordance with the 1988 Covered Compensation Table. 1.15 Disability means total and permanent disability. A Participant will be consideredDisabled or under a Disability if he is qualified for Social Security disability benefits.From time to time, the Employer may similarly require proof of the continued Disability of theParticipant. If the Plan Administrator determines from such evidence that the Disability ofsuch Participant has ceased and that his Social Security disability benefits have terminatedand he has not reached his Normal Retirement Date or returned to Employment, all his rights toany benefits payable thereafter under this Plan on account of such Disability shall cease. Ifsuch Participant refuses for a period of 12 consecutive months to furnish to the PlanAdministrator reasonable information requested by the PlanAdministrator for such determination, then all his rights to any benefit under this Plan onaccount of such Disability shall cease. 1.16 Disability Retirement Date means the first day of the month following Disability uponwhich the Participant would have been eligible to receive a Normal Retirement Benefit had hisemployment with the Employer continued.
7

 
1.17 Early Retirement Age means the date on which the Participant first attains agefifty-five (55) and has completed at least ten (10) years of Vesting Service. 1.18 Early Retirement Date means the first day of the month coinciding with or nextfollowing the date the Participant elects to receive his Retirement Benefits under the Planwhere such date is after the Participant’s attainment of his Early Retirement Age but is priorto the Participant’s attainment of his Normal Retirement Age. 1.19 Effective Date means October 1, 1987. 1.20 Effective Date of this Restatement means October 1, 2008, except as otherwiseprovided herein. The Effective Date of this Restatement in respect of Employees of anyEmployer that had not adopted the Plan as of the Effective Date of the Restatement shall bethe date of adoption of this Plan by such Employer. In respect of Employers of any entity,all or substantially all of the assets of which shall be acquired by, or that shall be mergedinto or consolidated with an Employer after the Effective Date of this Restatement, the termEffective Date of this Restatement shall mean the date of such acquisition, merger orconsolidation. 1.21 Eligible Employee means an Employee employed by a Participating Employer, providedsuch person is not included in a unit of employees covered by a collective bargainingagreement in the negotiation of which retirement benefits were the subject of good faithbargaining if two percent or fewer of the employees of the Employer covered by such collectivebargaining agreement are “professionals,” as such term is defined in proposed or finalTreasury Regulations, and who was not a Participant in the Plan on the date before theEffective Date of this Restatement, unless coverage under the Plan was negotiated by a unionand the Employer. 1.22 Employee means a person employed by an Employer, and shall not include any individualwho performs services for an Employer solely as an independent contractor.   Employee also means a leased employee within the meaning of Section 414(n) of the Code tothe extent required by law.   The term “leased employee” means any person (other than an employee of the recipient) whopursuant to an agreement between the recipient and any other person (“leasingorganization”) has performed services for the recipient (or for the recipient and relatedpersons determined in accordance with Section 414(n)(6) of the Code) on a substantiallyfull-time basis for a period of at least one year, and such services are performed under theprimary direction and control of the recipient employer. Contributions or benefits provideda leased employee by the leasing organization which are attributable to services performedfor the recipient employer shall be treated as provided by the recipient employer.
8

 
  A leased employee shall not be considered an employee of the recipient if: (i) suchemployee is covered by a money purchase pension plan providing: (1) a nonintegrated employercontribution rate of at least ten percent (10%) of compensation, as defined in Section415(c)(3) of the Code, but including amounts contributed pursuant to a salary reductionagreement which are excludible from the employee’s gross income under Sections 125,402(e)(3), 402(h) or 403(b) of the Code, (2) immediate participation, and (3) full andimmediate vesting; and (ii) leased employees do not constitute more than twenty percent(20%) of the recipient’s nonhighly compensated workforce. 1.23 Employer means the Company and any other member of the Affiliated Group. 1.24 Entry Date means the date an Eligible Employee may enter the Plan. The Entry Dateshall be the first day of the first month and the first day of the seventh month of the PlanYear which date coincides with or next follows the date the Eligible Employee satisfies theeligibility requirements set out in Section 2.01 of the Plan. 1.25 ERISA means the Employee Retirement Income Security Act of 1974, as amended from timeto time. 1.26 Inactive Participant means any Participant who: (a) was transferred to an Employerwhich does not maintain this Plan for its employees; (b) was transferred to any group ofemployees not covered by the Plan; or (c) terminated service with the Employer (for as long ashe is entitled to benefits under the Plan). 1.27 Late Retirement Date means the first day of the month coinciding with or nextfollowing the date a Participant retires, where such date is after his Normal Retirement Date. 1.28 Normal Retirement Age means the later of the date the Participant attains agesixty-five (65) or the fifth (5th) anniversary of the date the Participantcommenced participation in the Plan. 1.29 Normal Retirement Date means the first day of the month coinciding with or nextfollowing the date the Participant attains his Normal Retirement Age. A Participant who isemployed by an Employer on the date he attains his Normal Retirement Age shall be 100% vestedin his Accrued Benefit. 1.30 Participant means any Eligible Employee who becomes eligible to participate in thePlan pursuant to Article II and who continues to be entitled to any benefits under the Plan. 1.31 Participating Employer means the Company and any member of the Affiliated Group whichadopts this Plan as provided in Article XIII. 1.32 Plan means Amended And Restated American Pacific Corporation Defined Benefit PensionPlan as it may from time to time be amended. The Plan shall be deemed to include the Trust.
9

 
1.33 Plan Administrator means the person or persons designated to oversee the operationand administration of the Plan pursuant to Article IX. 1.34 Plan Year means the twelve (12) consecutive month period beginning on October 1 andending on the next following September 30. 1.35 Restatement means this Plan as amended and restated herein. 1.36 Retirement Benefit means the amount to which a Participant shall become entitled, isentitled to or is receiving under this Plan. 1.37 Social Security Retirement Age means respectively: (a) age 65 for a Participant bornbefore January 1, 1938; (b) age 66 for a Participant born after December 31, 1937 but beforeJanuary 1, 1955, and (c) age 67 for a Participant born after December 31, 1954. 1.38 Spouse means the person to whom the Participant is legally married on his AnnuityStarting Date or, if earlier, on his date of death. The status of an individual as a Spouseof a Participant shall be determined under the laws of the jurisdiction of the Participant’sdomicile as of the time such status is determined. 1.39 Trust Agreement means the trust agreement and any and all amendments and successoragreements entered into between the Company and the Trustee for the purpose of fundingbenefits under the Plan. The Trust Agreement shall be deemed to be part of this Plan as ifall of the terms and provisions were fully set forth herein. 1.40 Trust Fund means all sums of money or other property held by the Trustee pursuant tothe terms of the Trust Agreement. 1.41 Trustee means the Trustee or any successors thereto appointed to administer the TrustFund. 1.42 Year of Service and other service measurements under the Plan shall be determinedutilizing the special definitions of this Section. Unless otherwise specified, Service shallbe credited for employment with any member of the Affiliated Group. (a) A Year of Service means a Computation Period during which an Employeeis credited with at least one thousand (1000) Hours of Service.  (b) A one-year Break in Service means a Computation Period during which anEmployee fails to complete more than five hundred (500) Hours of Service. However, anunpaid leave of absence approved in writing by the Plan Administrator shall notconstitute a Break in Service or a termination of employment for eligibility,participation or vesting purposes. An unpaid leave of absence approved in writing bythe Company shall not constitute a Break in Service or a termination of employment foreligibility, participation or vesting purposes.
10

 
 (c) Computation Periods. (1) The Eligibility Computation Period means the twelve(12) consecutive month period beginning on the date the Employee first performsan Hour of Service for an Employer. Provided, however, that succeedingEligibility Computation Periods shall be the twelve (12) consecutive monthperiod beginning on the first day of the Plan Year, commencing with the PlanYear which begins on or immediately prior to the first anniversary of the datethe Employee first performed an Hour of Service.  (2) The Vesting Computation Period means the twelve (12)consecutive month period beginning on the first day of the Plan Year.  (3) Benefit Service Computation Period means the twelve(12) consecutive month period beginning on the first day of the Plan Year. (d) An Hour of Service means: (1) Each hour for which an Employee is paid or entitled to paymentfor the performance of duties with an Employer during the applicableComputation Period.  (2) Each hour for which an Employee is paid, or entitled topayment, by an Employer on account of a period of time during which no dutiesare performed (irrespective of whether the employment relationship hasterminated) due to vacation, holiday, illness, incapacity (includingdisability), layoff, jury duty, military duty or leave of absence, exceptthat (A) Not more than five hundred one (501) Hours ofService shall be credited on account of any single continuous periodduring which the Employee performs no duties (whether or not suchperiod occurs in a single Computation Period), and  (B) Hours of Service shall not be credited wheresuch payment is made or is due under a plan maintained solely for thepurpose of complying with applicable worker’s compensation,unemployment or disability insurance laws, or solely to reimburse anEmployee for medical or medically-related expenses. (3) Each hour for which back pay, irrespective of mitigation ofdamages, is either awarded or agreed to by the Employer. No more than fivehundred one (501) Hours of Service shall be credited for payment of back pay onaccount of any single continuous period during which the Employee did not orwould not have performed duties. Hours of Service shall be credited under thisparagraph to the computation period to which the
11

 
   award or agreement pertains,rather than the computation period in which the agreement or the award orpayment is made. The same Hours of Service shall not be credited under both(1) and (2) above and this subpart.  (4) Each hour an Employee on leave from employment to serve in theArmed Forces of the United States would have been paid, directly or indirectly,or entitled to payment under (1) above assuming that but for such militaryservice he would have been regularly engaged in the performance of his duties.Such hours shall be credited to the Computation Period in which he would havebeen regularly engaged in the performance of his duties but for such militaryservice. Provided, however, that no Hours of Service shall be credited underthis Section unless the Employee returns to active employment with a member ofthe Affiliated Group within the period provided by law for the protection ofhis re-employment rights.   Hours of Service for reasons other than the performance of duties shall bedetermined and credited in accordance with Department of Labor Regulation§ 2530.200b-2(b) and (c), which is incorporated herein by reference.  (e) Special Maternity/Paternity Rule. Solely for the purpose ofdetermining whether a Break in Service has occurred, an Employee who is absent fromemployment because of the Employee’s pregnancy, the birth of the Employee’s child, theplacement of a child with the Employee in connection with the adoption of such child bythe Employee, or the need to care for such child for a period beginning immediatelyfollowing such birth or placement, shall be credited with: (1) The Hours of Service which otherwise would normally have beencredited to such individual but for such absence, or  (2) In any case in which the Plan Administrator is unable todetermine the hours described above, eight (8) Hours of Service per day of suchabsence.   The above rule shall apply only if the Employee furnishes to the Plan Administratorsuch timely information as it may require to establish that the absence was for theabove reasons and to determine the number of days of such absence.    Hours of Service shall be credited in the Computation Period in which the absencefrom work begins if such credit is necessary to prevent a Break in Service in thatperiod. In any other case, such Hours of Service shall be credited in theimmediately following Computation Period. In no event shall more than five hundredone (501) Hours of Service shall be credited because of such pregnancy or placement.  (f) Family and Medical Leave. Solely to the extent required by law, anEmployee who is absent from employment because of a leave of absence under the Family
12

 
   and Medical Leave Act of 1993 shall receive credit for Hours of Service during suchabsence. Provided, however, that the same Hours of Service shall not be credited underboth this subsection and any other provision of this Section.
13

 
**ARTICLE II****Eligibility, Vesting and Benefit Service**2.01 Eligibility Requirements. (a) Each Eligible Employee who was a Participant in the Plan immediately prior tothe Effective Date of this Restatement shall continue to be a Participant. EachEligible Employee who had satisfied the eligibility requirements of the Planimmediately prior to the Effective Date of this Restatement but who had not yet becomea Participant shall become a Participant in this Plan on the Effective Date of thisRestatement. Each other Eligible Employee shall become a Participant in this Plan onthe Entry Date coinciding with or next following attainment of age twenty-one (21) andthe completion of one (1) Year of Service.  (b) In the event that the Company shall at any time acquire all or substantiallyall of the assets of another operating business or entity, or all or substantially allof the assets of another operating business or entity located in a geographicallydistinct area, the employees of such other operating business or entity who arethereafter employed by the Employer and become Eligible Employees shall receive creditfor periods of service in the employ of such other business or entity for purposes ofthis Section 2.01 to the extent provided in a resolution of the board of directors ofthe Company adopted at or near the time of such acquisition or in the writtenagreements pursuant to which such acquisition was made; but only if such Employeeswould have received credit for such service in the employ of such other business orentity under the terms of this Plan if such Employees had been employed by an Employer.The Plan Administrator shall see to it that the provisions of this subsection 2.01(b)are applied in a uniform and nondiscriminatory manner and in a manner consistent withthe provisions of Section 9.06 hereof. No employee shall receive credit for service inthe employ of another business or entity pursuant to this subsection 2.01(b) if thecrediting of such service would cause the Plan to fail to comply with any of therequirements of Section 401(a) of the Code for treatment as a qualified plan.2.02 Participation upon Reemployment. (a) An Eligible Employee who separates from service after satisfying theeligibility requirements of Section 2.01 but before the next Entry Date shall become aParticipant immediately upon reemployment as an Eligible Employee by a ParticipatingEmployer if he returns to employment after the next Entry Date but prior to incurring aone-year Break in Service.  (b) A Participant who separates from service and is subsequently reemployed as anEligible Employee by a Participating Employer after incurring a one-year Break
14

 
   in Service shall again become an Active Participant in the Plan upon performance of anHour of Service.2.03 Inactive Participants. Subject to Section 2.06, an Inactive Participant shallcontinue to be credited with Vesting Service, Benefit Service and Compensation as if he hadcontinued to be an Active Participant until employment with the member of the Affiliated Groupceases.   Subject to Section 2.06, an Inactive Participant shall again become an Active Participantupon return to employment with a Participating Employer or upon transfer to an employeegroup eligible to participate in the Plan. 2.04 Vesting Service. (a) Except as provided in Section 2.06, a Participant shall be credited with oneyear of Vesting Service for each Year of Service with an Employer.  (b) An Employee’s Vesting Service shall also include periods of employment with apredecessor employer’s business prior to its acquisition (or prior to the acquisitionof certain assets of such business) by the Company: (1) If and to the extent specified in a resolution of the Board ofDirectors of the Employee’s Employer at the time such Employer adopts thisPlan; or  (2) The Company shall have continued a pension or profit sharingplan of the predecessor employer or, to the extent required under Section414(a)(2) of the Code, if the Company shall have maintained a pension or aprofit sharing plan that was not the plan maintained by a predecessor employer. (c) The provisions of this Section shall not operate to decrease any Participant’sVesting Service to a period that is shorter than the period of the Participant’sVesting Service as of October 1, 1989, under the terms of this Plan, as effective priorto October 1, 1989.2.05 Benefit Service. (a) Except as provided in Section 2.06, a Participant shall be credited with oneyear of Benefit Service for each Benefit Service Computation Period during which hecompletes one thousand (1,000) Hours of Service with an Employer.    Benefit Service is credited in full years only.  (b) Participants who become eligible to participate in the Plan after the EffectiveDate of this Restatement as a consequence of the adoption of this Plan by an employingentity, as a consequence of the acquisition by the Company of the assets of anemploying entity, or as a consequence of the merger of an employing entity into
15

 
   the Company, shall receive Benefit Service to the extent and upon the terms andconditions specified in a resolution of the Board of Directors of the employingentity on the basis of the most recent period of employment with such employingentity prior to the date on which the employing entity adopts the Plan or prior tothe date of the acquisition or merger.  (c) Notwithstanding the foregoing provisions of this Section, in the event that theassets of another qualified pension plan shall be merged with and into this Plan, withrespect to Participants who become Participants as a result of such consolidation, (1)Benefit Service may be granted in such manner and to such extent as shall be providedin connection with such consolidation, on the basis of accredited service (howeverdesignated) accrued under such other plan prior to the effective date of suchconsolidation, or (2) in lieu of the granting of Benefit Service, the benefits basedupon accredited service (however designated) accrued under such other plan prior to theeffective date of such consolidation may be preserved as a special retirement benefit,with respect to which all requirements for such accredited service shall be governed bythe terms and provisions of such other private pension plan, as amended to theeffective date of such consolidation.2.06 Disregarded Service. The Service to be credited to an Employee under this Articleshall not include Service prior to a Break in Service if: (a) The Employee did not have a nonforfeitable right to an Accrued Benefit derivedfrom Employer contributions at the time of the Break in Service, and  (b) The number of consecutive one-year Breaks in Service equals or exceeds thegreater of five (5) or the aggregate number of Years of Service credited to theEmployee before such Break in Service.
16

 
**ARTICLE III****Retirement Benefits**3.01 Normal Retirement Benefit. A Participant who terminates employment on or afterreaching Normal Retirement Age and on or before his Normal Retirement Date shall be entitledto a monthly Retirement Benefit commencing on his Normal Retirement Date equal to two percent(2%) (base benefit percentage) of the Participant’s Final Average Compensation up to CoveredCompensation; plus two and sixty-five one hundredths percent (2.65%) (excess benefitpercentage) of the Participant’s Final Average Compensation in excess of his CoveredCompensation, the sum multiplied by his years of Benefit Service up to but not exceedingtwenty (20) such years.   Notwithstanding the foregoing provisions of this Section 3.01, however, the monthlyNormal Retirement Benefit shall in no case be less than fifty dollars ($50.00).   Notwithstanding the foregoing, the benefit provided to a Participant shall notviolate the cumulative permitted disparity limits set forth in Treas. Reg.§1.401(l)-5. In this regard, the number of years of Benefit Service taken intoaccount above for any Participant will not exceed the Participant’s cumulativedisparity limit. The Participant’s cumulative disparity limit is equal tothirty-five (35) minus the number of years during which the Participant earned ayear of credited service under one or more qualified plans or simplified employeepensions ever maintained by the Employer, other than years for which a Participantearned a year of Benefit Service under this Plan. If the Participant’s cumulativedisparity limit is less than the period of years used to determine the Participant’sbenefit above, then for years after the Participant reaches the cumulative disparitylimit and through the end of the period specified above, the Participant’s benefitwill be equal to the excess benefit percentage, or, if lesser, the highestpercentage permitted under the 133 1/3 percent accrual rule of Section 411(b)(1)(B)of the Code (if applicable) times Final Average Compensation.   If a Participant begins receiving benefits at an age other than Normal RetirementAge, the Participant’s benefit will be determined in accordance with Section 3.06.   For any Plan Year in which a Participant benefits under more than one plan of theEmployer, the benefit provided above to a Participant shall not violate the overallpermitted disparity limits set forth in Treas. Reg. §1.401(l)-5. In this regard,for any Plan Year this Plan benefits any Employee who benefits under anotherqualified plan or simplified employee pension maintained by the Employer thatprovides for permitted disparity (or imputes disparity), the benefit for eachParticipant under this Plan will be equal to the base benefit percentage times theParticipant’s Final Average Compensation.
17

 
  If the preceding paragraph is applicable, the Fresh Start Date (within the meaningof Treas. Reg. §1.401(a)(4)-13) shall be the last day of the Plan Year preceding thePlan Year in which this paragraph is applicable. In addition, if in any subsequentPlan Year, this Plan no longer benefits any Employee who also has benefits underanother qualified plan or simplified employee pension maintained by the Employerthat provides for permitted disparity (or imputes permitted disparity), the FreshStart Date shall be the last day of the Plan Year preceding the Plan Year in whichthis paragraph is no longer applicable. (c) Fresh Start Rules — Change in Benefit Formula (1) Fresh Start Definitions — For purposes of thissubsection, the following terms shall be defined as follows:    Fresh Start — A change in the Normal Retirement Benefit formula.    Fresh Start Date — September 30, 1989, which is the day immediatelypreceding the effective date of the Fresh Start.    Pre-Fresh Start Plan Year — Any Plan Year ending on or before theFresh Start Date.    Post-Fresh Start Plan Year — Any Plan Year beginning after the FreshStart Date.    Fresh Start Date Accrued Benefit — The Participant’s Accrued Benefitas of the Fresh Start Date, calculated and adjusted as described in clause(3) of the subsection.  (2) Calculation of Accrued Benefit After Fresh Start Date.With respect to any Participant with an Accrued Benefit under the Plan (orany predecessor) as of the Fresh Start Date attributable to any Pre-Fresh StartYear, and who has at least one Hour of Service in a Post-Fresh Start Plan Year,the Participant’s Accrued Benefit in any Post-Fresh Start Plan Year will beequal to the greater of his Fresh Start Date Accrued Benefit or his AccruedBenefit based on the benefit formula under the Plan as amended for Post-FreshStart Date Plan Years, taking into account his total Years of Benefit Serviceboth before and after the Fresh Start Date.  (3) Calculation of Fresh Start Date Accrued Benefit. AParticipant’s Fresh Start Date Accrued Benefit is an amount equal to hisAccrued Benefit determined as of (and as if the Participant had terminatedemployment with the Affiliated Group on) the Fresh Start Date, based upon thePlanprovisions in effect on the Fresh Start Date without regard to any amendmentadopted after the Fresh Start Date (unless the amendment is
18

 
   recognized asretroactively effective before the Fresh Start Date under Section 401(b) ofthe Code or Treas. Regs. 1.401(a)(4)-11(g)). However, the Fresh Start DateAccrued Benefit as so determined is subject to adjustment as follows: (A) The Fresh Start Date Accrued Benefit shall besubject to increases based on adjustments under Section 415(d)(1) ofthe Code in the maximum benefit permitted under Section 415(b)(1) ofthe Code.  (B) The Fresh Start Date Accrued Benefit shall beadjusted to increase the benefits of former employees who were employedon the Fresh Start Date.  (C) The Fresh Start Date Accrued Benefit shall beincreased, if it includes top heavy minimum benefits, to the extentnecessary to comply with the requirement of Section 416(c)(1)(D)(i) ofthe Code that top heavy minimum benefits be based on the Participant’sCompensation averaged over the highest five or fewer years.  (D) The Fresh Start Date Accrued Benefit shall beadjusted so that the Fresh Start Date Accrued Benefit is not less thanit would have been if the formula’s base benefit percentage had been50% of the formula’s excess benefit percentage. The Fresh Start DateAccrued Benefit is not less than if the offset had been limited to 50%of the benefit determined without application of the offset.3.02 Early Retirement Benefit. A Participant who terminates employment prior to NormalRetirement Age and on or after attaining his Early Retirement Age shall be entitled to receivethe Normal Retirement Benefit commencing on his Normal Retirement Date. In lieu of his NormalRetirement Benefit, such Participant may elect to receive a monthly benefit commencing on hisEarly Retirement Date equal to his Accrued Benefit as of such date, reduced by twenty-fiveone-hundredths percent (.25%) for each calendar month or portion thereof that theParticipant’s Early Retirement Date precedes his Normal Retirement Date.   The election to receive an Early Retirement Benefit shall be made by filing a writtenelection with the Plan Administrator prior to the first day of the month coinciding with ornext following the date of the applying Participant’s separation from the service of theEmployer. The election to receive an Early Retirement Benefit shall be irrevocable aftercommencement of any Benefit payments. 3.03 Late Retirement Benefit. A Participant who terminates employment after his NormalRetirement Date shall be entitled to receive a monthly Retirement Benefit commencing on theParticipant’s Late Retirement Date equal to the greater of:
19

 
 (a) the benefit to which he would have been entitled pursuant to Section 3.01 if hehad retired at his Normal Retirement Date, but adjusted by including any additionalyears of Benefit Service which have accrued since his Normal Retirement Date up to themaximum number, if any, of years of Benefit Service described in Section 3.01 and bytaking into account any increases in Compensation earned since his Normal RetirementDate,  ** ** or  (b) the Actuarial Equivalent as of such Late Retirement Date of the unadjustedbenefit to which he would have been entitled pursuant to Section 3.01 if he had retiredat his Normal Retirement Date or in the case of a Participant who retires during anyPlan Year following the Plan Year in which his Normal Retirement Date occurs, theActuarial Equivalent of the benefit to which he would have been entitled pursuant tothis Section 3.03 if he had retired at the close of the prior Plan Year.    However, the number of payments certain described in Section 5.01 shall be reducedto the extent necessary to conform to a period permitted by Section 5.06, in whichcase each monthly payment shall be increased so that the benefit is the ActuarialEquivalent of what it would have been without the reduction in period certain.3.04 Disability Retirement Benefit. A Participant who retires due to Disability shall beentitled to receive a monthly Disability Retirement Benefit commencing on his DisabilityRetirement Date equal to his vested Accrued Benefit calculated: (a) As if the Participant had continued to earn Benefit Service from the date hewas first absent from work due to his Disability until his Normal Retirement Date and  (b) As if his Compensation had remained constant from the date he was first absentfrom work due to his Disability until his Normal Retirement Date.  A Participant who has been determined to be disabled but who is not currently receiving aDisability Retirement Benefit shall be considered to be actively employed by the Employerfor purposes of Article VI.   A Participant whose Disability has ended and who returns to employment with the Employershall be credited with Benefit Service for the period during which he was disabled. AParticipant who does not return to employment with the Employer after his Disability hasended shall cease to be credited with Benefit Service upon his recovery and shall beentitled to benefits under the Plan only to the extent provided in Article IV of the Plan.   Not withstanding the above, a Participant whose Disability precedes his completion of ten(10) Years of Vesting Service (for the purpose of Article IV) shall not be entitled to a
20

 
  Disability Retirement Benefit or continued accrual of Benefit Service during Disabilityunder this Plan. 3.05 No Duplication of Benefits. Any benefit payable under this Plan shall be reduced byany benefit paid to a Participant under the terms of any other defined benefit plan qualifiedunder Section 401(a) of the Code to which the Employer contributes, directly or indirectly,other than by payment of taxes, to the extent that such benefit is based on a period ofemployment with the Employer for which a Participant receives credit for benefits under thePlan. 3.06 Maximum Excess Allowance. (a) The Maximum Excess Allowance at any retirement age shall be the lesser of (i)the base benefit percentage or (ii) the percentage specified in the table below for thePlan’s normal form of benefit specified in Section 5.01(a).                     **Normal Form of Benefit (%)**          Life Annuity Life Annuity Life Annuity          + + +          5 Year 10 Year 15 Year      Life Annuity Certain Certain Certain  Adjustment  1.00   0.97   0.91   0.84   Age At Which Benefits Commence     70   1.048   1.017   0.954   0.880    69   0.950   0.922   0.865   0.798    68   0.863   0.837   0.785   0.725    67   0.784   0.760   0.713   0.659    66   0.714   0.693   0.650   0.600    65   0.650   0.631   0.592   0.546    64   0.607   0.589   0.552   0.510    63   0.563   0.546   0.512   0.473    62   0.520   0.504   0.473   0.437    61   0.477   0.463   0.434   0.401    60   0.433   0.420   0.394   0.364    59   0.412   0.400   0.375   0.346    58   0.390   0.378   0.355   0.328    57   0.368   0.357   0.335   0.309    56   0.347   0.337   0.316   0.291    55   0.325   0.315   0.296   0.273  (b) If a Benefit is distributed in a form other than the normal form (as specifiedin Section 5.01) or at an age other than Normal Retirement Age, the Benefit shall beadjusted as provided in this subsection.
21

 
 (1) If Benefit payments commence to a Participant at a time otherthan Normal Retirement Age, the Participant’s Accrued Benefit, before theadjustments provided for early or late retirement, shall be multiplied by afraction, the numerator of which is the Annual Factor that corresponds to theage at which benefits commence to the Participant in the Plan’s normal form ofbenefit, and the denominator of which is the Annual Factor that corresponds tothe Normal Retirement Age under the Plan in the normal form of benefit.  (2) If Benefit payments commence to the Participant in a form otherthan the normal form of benefit, the product in the preceding paragraph will beactuarially adjusted in accordance with the provisions of Section 1.03.  (3) The Annual Factor is the factor derived from the table in (a)based on the Normal Retirement Age (determined without regard to the years ofparticipation requirement, if any), and the Plan’s normal form of benefit.  (4) If Benefit payments commence in a month other than the month inwhich the Participant attains the age specified in the foregoing table, theAnnual Factor will be determined by straight line interpolation.  (5) Notwithstanding (4) above, for a benefit commencement datepreceding the first day of the month in which the Participant attains agefifty-five (55), the Applicable Factor shall be the Actuarial Equivalent of theage fifty-five (55) Annual Factor determined in (a). For a benefitcommencement date following the first day of the month in which the Participantattains age seventy (70), the Applicable Factor shall be the ActuarialEquivalent of the age seventy (70) Annual Factor determined in (a).  (6) A Disability Retirement Benefit other than a qualifiedDisability Retirement Benefit, commencing before a Participant’s NormalRetirement Age will be treated as a Benefit subject to the limitations of thisSection. A Disability Retirement Benefit, will be treated as a qualifiedDisability Retirement Benefit only if the benefit: (i) is payable under thePlan solely on account of a Participant’s Disability, as determined by theSocial Security Administration; (ii) terminates no later than the Participant’sNormal Retirement Age; (iii) is not in excess of the amount of the benefitthat would be payable if the Participant had separated from service at NormalRetirement Age, and (iv) upon attainment of Early or Normal Retirement Age,the Participant receives a benefit that satisfies the accrualand vesting rules of Section 411 of the Code (and the regulationsthereunder) without taking into account the Disability Retirement Benefitsmade up to that age.
22

 
 (7) If this Plan has had a Fresh Start, the limitations in thissubsections (1) and (2) will be applied only to the Participant’s accruals foryears for which the Plan provides for the disparity permitted under Section401(l) of the Code. All Benefit accruals for years for which the Plan does notprovide for the disparity permitted under Section 401(l) of the Code will beactuarially adjusted in accordance with the provisions of Section 1.03.
23

 
**ARTICLE IV****Benefits upon Termination of Employment**4.01 Deferred Normal Retirement Benefit. A Participant who separates from service beforehis Normal Retirement Date shall be entitled to receive, on his Normal Retirement Date aftersubmitting a written application on a form prescribed for that purpose by the PlanAdministrator, the vested portion of his Accrued Benefit determined as of the date heseparated from service.   A Participant shall become vested in his Accrued Benefit attributable to Employercontributions according to the following schedule:     Years of Vesting Service Vested Percentageless than 3  0%3 but less than 4  20%4 but less than 5  40%5 but less than 6  60%6 but less than 7  80%7 or more  100%  Accrued Benefits forfeited pursuant to this Section shall not be used to increase theAccrued Benefit of any other Participant. 4.02 Deferred Early Retirement Benefit. A Participant entitled to the Deferred NormalRetirement Benefit described above who separated from service prior to attaining his EarlyRetirement Age may elect to receive the Benefit commencing on his Early Retirement Date. Theamount of such Benefit shall be reduced for early commencement as provided in Section 3.02.   Furthermore, a Participant entitled to the Deferred Normal Retirement Benefit describedabove who separated from service prior to attaining his Early Retirement Age may elect toreceive his or her vested Benefit in either a single sum as described in Section 5.02(g) orin the Normal Form described in Section 5.01, commencing as soon as practicable after theParticipant terminates employment with the Employer, provided the Actuarial Equivalent ofthe Participant’s vested monthly Accrued Benefit does not exceed ten thousand dollars($10,000) and not less than the amount specified in Section 5.04 for involuntary cashout.The vested Accrued Benefit shall be reduced so that the benefit commencing at such date isthe Actuarial Equivalent of his vested Benefit payable at his Normal Retirement Date.
24

 
  The election to receive a Deferred Early Retirement Benefit shall be made by filing awritten election with the Plan Administrator. Such election shall be irrevocable aftercommencement of any Benefit payments. 4.03 Form of Payment. The benefits described in this Article IV shall be payable in theforms set out in Article V.
25

 
**ARTICLE V****Form and Payment of Retirement Benefits**5.01 Normal Form of Benefit. Unless a Participant elects an optional form of payment, theBenefits described in Article III and Article IV shall be payable in the form of an immediateLife Annuity as described in Section 5.02(a) or, in the case of a Participant who is marriedon his Annuity Starting Date, in the form of an immediate Qualified Joint and Survivor Annuityas described in Section 5.02(b). 5.02 Other Forms of Benefit. Provided the requirements of Section 5.03 are met, aParticipant may waive the normal form of benefit under the Plan and elect to receive Benefitsin one of the forms set out below. Benefits payable in a form other than that described in(a) below shall be the Actuarial Equivalent thereof: (a) Life Annuity — Under this form of benefit (also referred to as astraight-life annuity), payment of monthly installments will commence as provided inArticle III or IV and will continue for the lifetime of the Participant and will ceaseupon his death.  (b) Qualified Joint and Survivor Annuity — Under this form of benefit,payment of monthly installments will commence as provided in Article III or IV and willbe made for the lifetime of the Participant. If the Participant predeceases hisSpouse, payment in an amount equal to 50% (or 75% or 100%, if elected by theParticipant) of the Participant’s Benefit will continue to the Spouse for life.  (c) Five Years Certain and Life Annuity — Under this form of benefit,payment of monthly installments will commence as provided in Article III or IV and willcontinue for the Participant’s lifetime. If the Participant dies before sixty (60)monthly installments have been paid, such benefit will be payable to the Participant’sBeneficiary until a total of sixty (60) monthly installments have been paid. If, uponthe Participant’s death, there is no living designated Beneficiary or, if a Beneficiaryreceiving a benefit after the Participant’s death dies before a total of sixty (60)monthly installments have been paid to the Participant and the Beneficiary, thecommuted value of the unpaid installments shall be paid to the Participant’s estate.  (d) Ten Years Certain and Life Annuity — Under this form of benefit,payment of monthly installments will commence as provided in Article III or IV and willcontinue for the Participant’s lifetime. If the Participant dies before one hundredtwenty (120) monthly installments have been paid, such Benefit will be payable tothe Participant’s Beneficiary until a total of one hundred twenty (120) monthlyinstallments have been paid. If, upon the Participant’s death, there is no livingdesignated Beneficiary or, if a Beneficiary receiving a benefit after the
26

 
   Participant’s death dies before a total of one hundred twenty (120) monthlyinstallments have been paid to the Participant and the Beneficiary, the commutedvalue of the unpaid installments shall be paid to the Participant’s estate.  (e) Fifteen Years Certain and Life Annuity — Under this form of benefit,payment of monthly installments will commence as provided in Article III or IV and willcontinue for the Participant’s lifetime. If the Participant dies before one hundredeighty (180) monthly installments have been paid, such benefit will be payable to theParticipant’s Beneficiary until a total of one hundred eighty (180) monthlyinstallments have been paid. If, upon the Participant’s death, there is no livingdesignated Beneficiary or, if a Beneficiary receiving a benefit after the Participant’sdeath dies before a total of one hundred eighty (180) monthly installments have beenpaid to the Participant and the Beneficiary, the commuted value of the unpaidinstallments shall be paid to the Participant’s estate.  (f) Joint and Survivor Annuity — Under this form of benefit, monthlypayments will commence as provided in Article III or IV and will be made for the lifeof the Participant. If the Participant predeceases his Beneficiary, payments in anamount equal to 50%, 75% or 100% of the Participant’s monthly Benefit shall continue tosuch Beneficiary for life.  (g) Single Sum Distribution — Under this form of benefit, a single sumpayment will be made to the Participant that is the Actuarial Equivalent of the monthlyBenefit payable under subsection (a) within a reasonable time after the end of the PlanYear in which the Participant’s employment with the Company terminates, and in anyevent before the end of the second Plan Year following the Plan Year in which theParticipant separates from the service of the Company. This option is available onlyfor Participants for whom the Actuarial Equivalent of the monthly Benefit is not morethan $10,000 and not less than the amount specified in Section 5.04 for involuntarycashout or who, under the terms of the Plan in effect on the day before the EffectiveDate of this Restatement, was entitled to elect a single sum distribution of his or herAccrued Benefit (but only with respect to the portion of Accrued Benefit earned beforethe amendment eliminating the right to such single sum distribution was executed).  The election of a form of benefit under this Section may not be revoked or changed after aParticipant’s Annuity Starting Date. 5.03 Waiver of Qualified Joint and Survivor Annuity. (a) For the purposes of this Section, the term “Qualified Joint and SurvivorAnnuity” means not only the form of benefit described in Section 5.02(b) but also thenormal form of benefit described in Section 5.01 payable to a Participant who is notmarried on his Annuity Starting Date.
27

 
 (b) No less than thirty (30) days and no more than ninety (90) days before theAnnuity Starting Date, the Plan Administrator shall provide a Participant with awritten explanation in nontechnical language, of the terms and conditions of: (1) theQualified Joint and Survivor Annuity, (2) his right to elect to waive the benefit andthe effect of such election, (3) the rights of the Participant’s Spouse with respect tosuch election, (4) the right to make and effect of, a revocation of a previouselection, and (5) the relative values of the various forms of benefit under the Plan.  (c) A Participant may elect to waive the Qualified Joint and Survivor Annuity andto receive payment under another payment form only if the following conditions are met: (1) The waiver is made within the ninety (90) day period ending onthe Participant’s Annuity Starting Date.  (2) The Participant’s Spouse consents in writing to such waiver andto the designation of the beneficiary or the form of benefit elected. Suchconsent must be witnessed by a notary public or plan representative, must befiled with the Plan Administrator and must acknowledge the effect of suchwavier. No consent is required if it is established to the satisfaction of thePlan Administrator that the Participant does not have a Spouse or that theSpouse cannot be located.   The election to waive the Qualified Joint and Survivor Annuity may be revoked by theParticipant at any time prior to his Annuity Starting Date.    However, if the Participant, after having received the written explanation describedabove, affirmatively elects a form of distribution and the spouse consents to thatform of distribution (if necessary), the Annuity Starting Date may be less thanthirty (30) days after the written explanation was provided to the Participant,provided that the following requirements are met: (3) The Plan Administrator provides information to the Participantclearly indicating that the Participant has a right to at least thirty (30)days to consider whether to waive the Qualified Joint and Survivor Annuity andconsent to another form of distribution;  (4) The Participant is permitted to revoke an affirmativedistribution election until the later of the Annuity Starting Date or theeighth day following the date the foregoing explanation is provided to theParticipant;  (5) The Annuity Starting Date is after the date the foregoingexplanation is provided to the Participant. The Annuity Starting Date may bebefore the affirmative distribution election is made and before distributioncommences; and
28

 
 (6) Distribution in accordance with the affirmative election doesnot commence before the eighth day after the foregoing explanation is providedto the Participant. (d) Except as otherwise provided in Section 5.05(c), no benefit payment will bemade prior to the time the notice requirements of subsection (b) have been satisfied.Any benefit payment which is delayed by operation of this subsection shall be paid tothe Participant once the benefit amount is calculated.5.04 Cash-out of Accrued Benefit. Notwithstanding any other provision of the Plan, aParticipant who separates from service or retires with a vested Accrued Benefit shall be paidthe Actuarial Equivalent of such benefit in a single sum, provided that such ActuarialEquivalent has not, at the time of this or any prior distribution, exceeded the amount(currently five thousand dollars ($5,000)) permitted to be cashed out without consent bySection 417(e) of the Code. Any such payment shall be in lieu of the benefits otherwisepayable hereunder. For purposes of this Section, if the present value of the Participant’svested Accrued Benefit is zero, the Participant shall be deemed to have received adistribution of such vested benefit on the date his employment with the Employer ends.   If a Participant who has received a single sum payment under this Section or Section 5.02(i)resumes employment covered under the Plan, such Participant’s later Accrued Benefithereunder shall not include Benefit Service attributable to his prior period of employmentunless such Participant repays to the Plan the full amount of the previous distribution plusinterest at the rate determined for purposes of Section 411(c)(2)(C) of the Code (assessedfrom the date of the previous distribution), before the earlier of: i) five (5) years afterthe first date on which the Participant subsequently resumes employment covered by the Plan,or ii) the close of the first period of five (5) consecutive one-year Breaks in Servicecommencing after distribution. The Plan Administrator shall prescribe such procedures as itdeems necessary or appropriate to facilitate such a repayment to the Plan by a person whoresumes employment covered under the Plan.   A Participant who resumes employment covered under the Plan shall be given the opportunityto repay to the Plan the amount described above only if such Participant received adistribution of the Actuarial Equivalent of his vested Benefit and the amount thereof wasless than the Actuarial Equivalent of his Accrued Benefit (expressed in the form of anannual benefit commencing at Normal Retirement Age).   Notwithstanding the above, no single sum payment may be made to the recipient of a QualifiedJoint and Survivor Annuity after the Annuity Starting Date, unless theParticipant and his Spouse (or where the Participant has died, the surviving Spouse) consentin writing to such distribution.   Effective March 28, 2005, in the event a Participant fails to make an affirmative electionto either receive the lump sum payment in cash or have it directly rolled over to an
29

 
  eligible retirement plan pursuant to the provisions of Section 5.08 within such electionperiod as shall be prescribed by the Plan Administrator and such lump sum payment exceeds$1,000, the Plan Administrator shall direct the Trustee to transfer such lump sum payment toan individual retirement plan (within the meaning of Section 7701(a)(37) of the Code)(“IRA”) selected by the Plan Administrator. The IRA shall be maintained for the exclusivebenefit of the Participant on whose behalf such transfer is made. The transfer shall occuras soon as practicable following the end of the election period. The funds in the IRA shallbe invested in an investment product designed to preserve principal and provide a reasonablerate of return, whether or not such return is guaranteed, consistent with liquidity, asdetermined from time to time by the Plan Administrator. In implementing the provisions ofthis paragraph, the Plan Administrator shall: (a) enter into a written agreement with each IRA provider setting forth the termsand conditions applicable to the establishment and maintenance of the IRAs inconformity with applicable law;  (b) furnish Participants with notice of the Plan’s automatic rollover provisions,including, but not limited to, a description of the nature of the investment product inwhich the assets of the IRA will be invested and how the fees and expenses attendant tothe IRA will be allocated, and a statement that a Participant may roll over the assetsof the IRA to another eligible retirement plan. Such notice shall be provided toParticipants in such time and form as shall be prescribed by the Plan Administrator inaccordance with applicable law; and  (c) fulfill such other requirements of the safe harbor contained in Department ofLabor Regulation §2550.404a-2 and, if applicable, the conditions of Department of LaborProhibited Transaction Class Exemption 2004-16.5.05 Commencement of Benefits. (a) Unless the Participant elects otherwise in writing pursuant to a provision ofthis Plan, the payment of Benefits under the Plan to a Participant shall commence nolater than the sixtieth (60th) day after the close of the Plan Year in which the lastof the following occurs: (1) The Participant attains Normal Retirement Age;  (2) The tenth (10th) anniversary of the Participant’s initialparticipation in the Plan; or  (3) The Participant terminates service with all Employers.   A Participant who wishes to defer the commencement of benefit payments beyond thelatest date specified above may elect to do so by filing with the Plan Administratora written statement signed by the Participant that describes the
30

 
   Benefit and thedate on which the payment of the Benefit is to commence. No election may be madethat would defer the first payment date beyond the Required Beginning Date (definedin subsection (b)). Once filed, an election may be changed only with the consent ofthe Plan Administrator.  (b) Notwithstanding the above, for a Participant who reaches age seventy andone-half (70 1/2) prior to January 1, 2000 distribution of benefits must commence notlater than the April 1 of the calendar year following the calendar year in which theParticipant attains age seventy and one half (70 1/2). Provided, however, that in thecase of an active Participant who has attained age seventy and one half (70 1/2) priorto January 1, 1988 and who is not a five percent (5%) owner (as defined in Section 416of the Code), distribution of benefits need not commence until the April 1 of thecalendar year following the calendar year in which the Participant retires. Providedfurther, that in the case of an active Participant who attained age seventy and onehalf (70 1/2) during 1988 and who is not a five percent (5%) owner (as defined inSection 416 of the Code), distribution of benefits need not commence until April 1,1990.    Effective for Participants who reach age seventy and one-half (70 1/2) on or afterJanuary 1, 2000, with respect to a five percent (5%) owner, distribution of benefitsshall commence not later than April 1 of the calendar year following the calendaryear in which the Participant attains age seventy and one-half (70 1/2). AParticipant who reaches age seventy and one-half (70 1/2) on or after January 1,2000 and who is not a five percent (5%) owner shall commence receipt of benefits notlater than April 1 of the calendar year following the calendar year in which theParticipant reaches age seventy and one-half or retires, if later.    If the provisions of this Section 5.05(b) and Section 5.06 require the payment ofbenefits to a Participant who has not yet terminated employment, the Participant’sadditional Accrued Benefit earned during each subsequent accrual period anddetermined as of the end of such period shall be actuarially reduced to reflectdistributions made during the period to which the additional Accrued Benefitrelates.  (c) Payment of Retirement Benefit. A Participant’s benefit shall be paid(if a lump sum) or commence (if an annuity form of benefit) upon his Annuity StartingDate as described below or as soon thereafter as is administratively practicable,subject to Section 5.05(d). If paid as an annuity, subsequent payments shall be madeas of the first day of each following month. (1) Termination Prior To Normal Retirement Date. If aParticipant’s employment is terminated before his or her Early Retirement Datefor anyreason other than his or her death, the Participant may request thedistribution notice described in Section 5.03 as well as benefit electionforms at any time on or after the date 90 days before the date he or she isfirst eligible to begin receiving benefit payments under the Plan. If a
31

 
   Participant remains employed until he or she is eligible to retire early asdescribed under Section 3.02, such Participant may request at any time thatthe Employer provide him or her with the distribution notice described inSection 5.03(b) as well as benefit election forms. If such a request ismade, the Employer shall promptly provide the distribution notice andbenefit election forms to the Participant if the Participant’s vestedAccrued Benefit exceeds $5,000. In order to begin receiving benefits, theParticipant must properly complete his or her benefit election forms andmake certain the Employer receives them before the first day of the monthwhich contains the date which is 90 days after the date of the distributionnotice. If the forms are properly completed and timely received,distribution of the Participant’s benefits will commence in the form electedby the Participant (1) as of the first day of the month following the datethe distribution notice is distributed to the Participant if properlycompleted forms are returned within thirty days after the date thedistribution notice is distributed, or (2) as of the first day of the monthafter the Employer receives properly completed forms if such forms arereturned after the time described in (1) above. Such first day of the monthshall be his or her Annuity Starting Date.    If through no fault of the Participant, the Employer delays providing thedistribution notice until after the date elected by the Participant on theapplication for benefits, the Participant and his Spouse consent in writingon forms provided by the Employer, and the Participant properly completeshis or her benefit election forms and returns them to the Employer on atimely basis as described above, the Participant’s benefits will commence inthe form elected by the Participant as of the first day of the monthaffirmatively elected by the Participant which date can be no earlier thanthe day after (i) the Participant’s last day of employment or if later (ii)the date the Participant requested the distribution notice. Such first dayof the month shall be his or her Annuity Starting Date.    Furthermore, the Plan Administrator may, in its sole discretion, accept anapplication filed after the proposed Annuity Starting Date if petitioned todo so by the Participant for good cause shown. If the Participant and hisSpouse consent to such retroactive Annuity Starting Date in writing on formsprovided by the Employer and the Participant properly completes his or herbenefit election forms and returns them to the Employer on a timely basis asdescribed above, the Participant’s benefits will commence in the formelected by the Participant as of the first day of the month affirmativelyelected by the Participant which date can be no earlier than the day afterthe Participant’s last day of employment. Such first day of themonth shall be his or her Annuity Starting Date.    Regardless of the Participant’s Annuity Starting Date, in no event shall anypayments be made before seven days have elapsed since the date the
32

 
   Participant received the distribution notice. If a Participant fails toproperlycomplete and timely return his or her forms, he or she must request andreceive another distribution notice in order to make a valid benefitelection. If the Participant fails to properly complete and timely returnhis or her election forms before his or her required beginning date asdescribed in Section 5.05(b), distribution of his or her vested AccruedBenefit will commence as provided in 5.05(b) in the form of a 50% QualifiedJoint and Survivor Annuity, and his required beginning date shall constitutehis or her Annuity Starting Date.  (2) Termination At Normal Retirement Date Or Late RetirementDate. If a Participant’s employment is terminated at his or her NormalRetirement Date or Late Retirement Date, and if the Participant’s vestedAccrued Benefit exceeds $5,000, the Employer shall promptly provide theParticipant with the notice described in Section 5.03 and benefit electionforms. In order to begin receiving benefits, the Participant must properlycomplete his or her benefit election forms and make certain the Employerreceives them before the first day of the month which contains the date whichis 90 days after the date of the distribution notice. If the forms are properlycompleted and timely received, distribution of the Participant’s benefits willcommence in the form elected by the Participant (i) as of the first day of themonth following the date the distribution notice is distributed to theParticipant if properly completed forms are returned within thirty days afterthe date the distribution notice is distributed, or (ii) as of the first day ofthe month after the Employer receives properly completed forms if such formsare returned after the time described in (i) above. Such first day of the monthshall be his or her Annuity Starting Date.    If through no fault of the Participant, the Employer delays providing thedistribution notice until after the first day of the month following theParticipant’s last day of employment or if later the date elected by theParticipant on the application for benefits, the Participant and his Spouseconsent in writing on forms provided by the Employer, and the Participantproperly completes his or her benefit election forms and returns them to theEmployer on a timely basis as described above, the Participant’s benefitswill commence in the form elected by the Participant as of the first day ofthe month affirmatively elected by the Participant which date can be noearlier than the day after (i) the Participant’s last day of employment orif later, (ii) the date the Participant requested the distribution notice.Such first day of the month shall be his or her Annuity Starting Date.   Furthermore, the Plan Administrator may, in its sole discretion, accept anapplication filed after the proposed Annuity Starting Date if petitioned todo so by the Participant for good cause shown. If the Participant and his
33

 
   Spouse consent to such retroactive Annuity Starting Date in writing onforms provided by the Employer and the Participant properly completes his orher benefit election forms and returns them to the Employer on a timelybasis as described above, the Participant’s benefits will commence in theform elected by the Participant as of the first day of the monthaffirmatively elected by the Participant which date can be no earlier thanthe day after the Participant’s last day of employment. Such first day ofthe month shall be his or her Annuity Starting Date.   Regardless of the Participant’s Annuity Starting Date, in no event shall anypayments be made before seven days have elapsed since the date theParticipant received the distribution notice. If the Participant fails toproperly complete and timely return his or her election forms he or she mustrequest and receive another distribution notice in order to make a validbenefit election. If the Participant fails to properly complete and timelyreturn his or her election forms before his or her required beginning dateas described in Section 5.05(b), distribution of his or her vested AccruedBenefit will commence as provided in Section 4.6(b) in the form of a 50%Qualified Joint and Survivor Annuity and his required beginning date shallconstitute his or her Annuity Starting Date.  (3) Effective for a Participant who terminates employment on orafter January 1, 2004, (and on or before his Normal Retirement Date) and whoseAnnuity Starting Date pursuant to this Section 5.05(c) is after theParticipant’s Normal Retirement Date, the Participant’s Normal Retirementbenefit shall be actuarially increased to take into account the period afterthe Normal Retirement Date during which the Participant is not receiving anybenefits under the Plan. Effective for a Participant who terminates employmenton or after January 1, 2004, (and after his Normal Retirement Date) and whoseAnnuity Starting Date pursuant to this Section 5.05(c) is after the LateRetirement Date, the Participant’s Late Retirement benefit shall be actuariallyincreased to take into account the period after the Late Retirement Date duringwhich the Participant is not receiving any benefits under the Plan. (d) Effective October 1, 2004, a Participant may elect an Annuity Starting Datethat occurs on or before the date on which the benefits explanation is provided to theParticipant (a “Retroactive Annuity Starting Date”) only as otherwise permitted in thePlan and only if all of the following requirements are met: (1) the Participant affirmatively elects a Retroactive AnnuityStarting Date in accordance with procedures specified by the AdministrativeCommittee;  (2) the Participant’s Spouse consents to the distribution inaccordance with paragraph (c)(2); provided, however, that such Spouse’s consentshall not be required if the amount of such Spouse’s survivor annuity payments
34

 
   under the Retroactive Annuity Starting Date election is no less than theamount that the survivor payments to such Spouse would have been under aQualified Joint and Survivor Annuity with an Annuity Starting Date after thedate the Benefits Explanation was provided. For purposes of this Section,where a Participant elects a Retroactive Annuity Starting Date in accordancewith this paragraph, “Spouse” shall mean the individual who would be theParticipant’s Spouse if the date distributions commence were theParticipant’s Annuity Starting Date; (3) the Participant receives a make-up payment to reflect anymissed payment(s) for the period from the Retroactive Annuity Starting Date tothe date of the actual make-up payment plus interest at the mid-term applicablefederal rate from the date the missed payment(s) would have been made to thedate of the actual make-up payment;  (4) future periodic payments with respect to the Participant arethe same as the future periodic payments, if any, that would have been paidwith respect to the Participant had payments actually commenced on theRetroactive Annuity Starting Date; and  (5) the requirements of Sections 415(b) and 417(e)(3) of the Code,as applicable to distributions with Retroactive Starting Dates, are met.5.06 Methods of Distribution. (a) Except as otherwise provided in Section 5.02(b) with respect to the QualifiedJoint and Survivor Annuity requirements, the provisions of this Section will apply toany distribution of a Participant’s interest and will take precedence over anyinconsistent provisions of this Plan. However, this Section is not intended to providean optional form of distribution or commencement date not otherwise allowed under thePlan unless the timing or amount of payments to be made under the applicable provisionsof the Plan, without regard to this Section, would be later than the latestcommencement date or less than the required minimum provided under this Section.  (b) All distributions required under this Section shall be determined and made inaccordance with Section 401(a)(9) of the Code as in effect on October 1, 2002 or ashereafter amended and the regulations thereunder, including the incidental deathbenefit requirements of Code Section 401(a)(9)(G). With respect to distributions madeunder the Plan on and after October 1, 2002 and before January 1, 2006 the Plan shallapply the minimum distribution requirements of Code Section 401(a)(9) in accordancewith Proposed Treasury Regulations issued July 27, 1987 thereunder. With respect todistributions made after December 31, 2005, the Plan shall apply the minimumdistribution requirements of Code 
35

 
   Section 401(a)(9) in accordance with the FinalTreasury Regulations issued June 15, 2004 thereunder. (c) Distribution of benefits, if not made in a single sum, shall be made over oneof the following periods (or a combination thereof): 1) the life of such Participant;2) the lives of such Participant and a designated Beneficiary; 3) a period notextending beyond the life expectancy of such Participant or 4) a period not extendingbeyond the life expectancy of such Participant and a designated Beneficiary.  (d) If the distribution of the Participant’s interest has begun in accordance withthe preceding paragraph and the Participant dies before his entire interest has beendistributed to him, the remaining portion of such interest shall be distributed atleast as rapidly as under the method of distribution used as of his date of death.  (e) If the Participant dies before distribution commences, his or her entireinterest will be distributed no later than the date specified below: (1) Payments of any portion of such interest to the Participant’ssurviving Spouse shall be made over the life or life expectancy of suchsurviving Spouse commencing no later than December 31 of the calendar year inwhich the Participant would have attained age seventy and one half (70 1/2) or,if later, December 31 of the calendar year containing the first anniversary ofthe Participant’s death except to the extent an election is made to receive adistribution of the surviving Spouse’s entire interest no later than December31 of the calendar year containing the fifth anniversary of the Participant’sdeath.  (2) Distribution of the entire interest of a Beneficiary other thanthe Participant’s surviving Spouse shall be made no later than December 31 ofthe calendar year containing the fifth anniversary of the Participant’s deathexcept to the extent an election is made to receive distributions over the lifeor life expectancy of such designated Beneficiary commencing no later thanDecember 31 of the calendar year containing the first anniversary of theParticipant’s death;   Such election must be made by the Participant (or his designated Beneficiary orsurviving Spouse, if the Participant dies without having made such an election) onor before the earlier of the date by which distribution must commence absent suchelection and the date distribution must commence assuming such election has beenmade.    If the Spouse dies before payments begin, subsequent distributions are requiredunder this subsection (except for subsection (e)(2)) as if the surviving Spouse wasthe Participant.
36

 
 (f) For the purpose of this Section, distribution of a Participant’s interest isconsidered to begin on the Participant’s required beginning date (or, if the lastsentence of subsection (e) applies, the date distribution is required to begin to thesurvivingSpouse pursuant to subsection (e)). If distribution in the form of an annuityirrevocably commences to the Participant before the required beginning date,distribution is considered to commence on the date it actually commences.  (g) Any amount paid to a child shall be treated as if it had been paid to thesurviving Spouse if such amount will become payable to the surviving Spouse when thechild reaches the age of majority.  (h) For purposes of this Section, any distribution required under the incidentaldeath benefit requirements of Section 401(a) of the Code shall be treated as adistribution required under Section 401(a)(9) of the Code.  (i) If a Participant elects an optional form of benefit that provides a survivorbenefit to a person other than a surviving spouse, the survivor benefit shall belimited so that the value of the annuity payable during the Participant’s lifetimeshall be not less than fifty-one percent (51%) of the value of the Participant’sAccrued Benefit calculated at his actual Retirement Date.5.07 Suspension of Benefits. (a) Retirement Benefits in pay status will be suspended for each calendar monthfollowing the Annuity Starting Date after a Participant is reemployed on a full-timepermanent basis. Notwithstanding the foregoing, distributions shall continue for anyParticipant who does not complete at least forty (40) Hours of Service with theEmployer, or if the Plan has not determined the actual number of Hours of Service, suchParticipant does not perform an Hour of Service on each of eight (8) or more days (orseparate work shifts).  (b) Benefits suspended in accordance with this Section shall resume no later thanthe first day of the third calendar month following the calendar month when theParticipant is no longer employed on a full-time permanent basis or fails to completeat least forty (40) Hours of Service with the Employer or to perform an Hour of Serviceon each of eight (8) or more days (or separate work shifts). The initial payment uponresumption shall include the payment scheduled to occur in the calendar month whenpayments resume and any amounts withheld during the period between the cessation ofemployment and the resumption of payments, less any amounts which are subject tooffset.  (c) Normal Retirement Benefits shall not be withheld by the Plan pursuant to thisSection unless the Plan Administrator notifies the Participant by personal delivery orfirst class mail during the first calendar month or payroll period in which the Planwithholds payments that the payment of his Retirement Benefit is suspended. Suchnotification shall contain a description of the specific reasons why the 
37

 
   Participant’sBenefit is suspended, a description of the Plan provisions relating to the suspensionof Benefits, a copy of such Plan provisions, and a statement to the effect thatapplicable Department of Labor regulations may be found in Section2530.203-3 of the Code of Federal Regulations. In addition, the notice shall containa statement indicating that the Participant may seek a review of the suspension ofhis Retirement Benefits through the Plan’s claim procedure. (d) The amount of the Participant’s monthly Benefit which may be suspended shall beas follows: (1) Life Annuity. In the case of benefits payableperiodically on a monthly basis for as long as a life (or lives) continues,such as a straight life annuity or a Qualified Joint and Survivor Annuity, anamount equal to the portion of a monthly benefit payment derived from Employercontributions;  (2) Other Forms. In the case of a benefit payable in a formother than a Life Annuity, an amount of the Employer-derived portion of benefitpayments for a calendar month in which the Participant performs service asdescribed in subsection (a), which does not exceed the lesser of: (i) theamount of benefits which would have been payable to the Participant if he hadbeen receiving monthly benefits under the Plan since actual retirement based ona single life annuity commencing at actual retirement age or (ii) the actualamount paid or scheduled to be paid to the Participant for such month. (e) The Plan Administrator shall establish procedures which are consistent withDepartment of Labor Regulation Section 2530.203-3, including, but not limited to,procedures for the resumption of benefits and the offsetting of benefit overpayments,if any.  (f) This Section does not apply to the minimum benefits payable to a Non-KeyEmployee under Article VIII.  (g) Upon termination of any such Participant’s reemployment, whether or not thedistributions were suspended during such reemployment, such Participant’s pensiondistributions shall be computed pursuant to the applicable provisions of the Plan basedon his Benefit Service and Final Average Compensation prior to the date of his previousretirement as well as his Benefit Service and Final Average Compensation during theperiod of his reemployment if such Participant accrued an additional Plan benefit as aresult of service completed during his period of reemployment, but the amount thereofshall be reduced by an amount that is the Actuarial Equivalent of the accumulated valueof the pension distributions, if any, such Participant received prior to termination ofhis reemployment and prior to his attaining age 65. The resulting Benefit shall not beless than the monthly Benefit in effect prior to reemployment.
38

 
5.08 Direct Rollover Distributions. (a) Direct Rollover Election. Notwithstanding any provision of the Plan tothe contrary that would otherwise limit a Distributee’s election under this Section, aDistributee may elect at the time and in the manner prescribed by the PlanAdministrator, to have all or any portion of an Eligible Rollover Distribution towhich he is otherwise entitled, paid directly to any one Eligible Retirement Planspecified by the Distributee in a Direct Rollover.  (b) Definitions. (1) Eligible Rollover Distribution means any distributionof all or any portion of the balance to the credit of the Distributee, exceptthat an Eligible Rollover Distribution does not include: any distribution thatis one of a series of substantially equal periodic payments (not lessfrequently than annually) made for the life (or life expectancy) of theDistributee or the joint lives (or joint life expectancies) of the Distributeeand the Distributee’s designated Beneficiary, or for a specified period of ten(10) years or more; any distribution to the extent such distribution isrequired under Section 401(a)(9) of the Code; any hardship distributiondescribed in Code Section 401(k)(2)(B)(i)(IV); and for distributions madebefore January 1, 2002, any portion of any distribution that is not includiblein gross income (determined without regard to the exclusion for net unrealizedappreciation with respect to employer securities).  (2) Eligible Retirement Plan means an individual retirementaccount described in Section 408(a) of the Code, an individual retirementannuity described in Section 408(b) of the Code, an annuity plan described inSection 403(a) of the Code, an annuity contract described in section 403(b) ofthe Code, an eligible plan under section 457(b) of the Code which is maintainedby a state, political subdivision of a state, or any agency or instrumentalityof a state or political subdivision of a state and which agrees to separatelyaccount for amounts transferred into such plan from this Plan, or a qualifiedtrust described in Section 401(a) of the Code, that accepts the Distributee’sEligible Rollover Distribution.  (3) Distributee means an Employee or former Employee. Inaddition, the Employee’s or former Employee’s surviving Spouse and theEmployee’s or former Employee’s Spouse or former Spouse who is the alternatepayee under a qualified domestic relations order, as defined in Section 414(p)of the Code, are Distributees with regard to the interest of the Spouse orformer Spouse.  (4) Direct Rollover means a payment by the Plan to theEligible Retirement Plan specified by the Distributee.
39

 
**ARTICLE VI****Preretirement Death Benefits**6.01 Eligibility for Death Benefit. The surviving Spouse of a Participant who: (a) Had a Benefit under the Plan;  (b) Had at least one Hour of Service on or after August 23, 1984;  (c) Died before his Annuity Starting Date; and  (d) Was married to such Spouse on his date of death,  shall be entitled to receive a Qualified Preretirement Survivor Annuity determinedunderSection 6.02 below.   A Participant who is entitled to a Qualified Preretirement Survivor Annuity pursuant to thisSection and who is employed by an Employer on the date of his death shall be 100% vested inhis Accrued Benefit on the date of his death.6.02 Amount of Qualified Preretirement Survivor Annuity. (a) If a Participant described in Section 6.01 dies after attaining his EarliestRetirement Age as described in subsection (c) below, the Qualified PreretirementSurvivor Annuity payable to his surviving Spouse shall be a survivor annuity for lifeequal to the annuity that would have been payable to such Spouse if the Participant hadretired on the date preceding his death with his Benefit payable in the form of aQualified Joint and Survivor Annuity, as described in Section 5.02(b) reduced inaccordance with Section 3.02.  (b) If a Participant described in Section 6.01 dies prior to attaining his EarliestRetirement Age, the Qualified Preretirement Survivor Annuity payable to his survivingSpouse shall be a survivor annuity for life equal to the annuity which would have beenpayable to such Spouse if such Participant had: (1) Separated from service on his or her date of death (or date ofactual separation from service, if earlier);  (2) Survived to the date he would have first been eligible toretire under the Plan;  (3) Retired with a Qualified Joint and Survivor Annuity at suchdate or retirement eligibility; and
40

 
 (4) Died on the next day. (c) Notwithstanding subsections (a) and (b), if the Participant is married at thetime of his death, has not waived his benefit under this Section, and dies whileactively employed with an Employer, the surviving Spouse’s death benefit payable shallbe the greater of the benefit described in Section 6.03 payable as if the Participanthad designated his surviving Spouse as his Beneficiary under that Section, expressed asan Actuarially Equivalent monthly benefit payable for the surviving Spouse’s life, orthe amount described in subsection (a) or (b) above, as applicable.  (d) Notwithstanding the foregoing, the Spouse of a Participant in respect of whomthe death benefit under this paragraph (b) is payable shall be entitled to elect anyoptional form of payment pursuant to Section 5.02, provided such election is madeninety days prior to the date the lifetime benefit would otherwise commence, andprovided further that the Company shall furnish to the Spouse within a reasonableamount of time after the Spouse’s election, a written explanation in non-technicallanguage of the lifetime benefit and any alternatives, stating the financial effect (interms of dollars) of each form of payment.  (e) For purposes of this Article, “Earliest Retirement Age” means the earliest dateon which the Participant could separate from service and receive a voluntarydistribution from the Plan.6.03 Alternative Death Benefit. If the Participant dies while employed by an Employer and(i) the Participant is not married at the time of his death, or (ii) the Participant waivesthe benefit under Section 6.02, then (a) In the event of the Participant’s death before the earlier of his EarlyRetirement Date or his Normal Retirement Date, the Participant’s Beneficiary shallreceive a monthly benefit payable for the life of the Beneficiary that is the ActuarialEquivalent of one hundred percent (100%) of the Actuarial Equivalent of theParticipant’s Accrued Benefit calculated as of the Participant’s death.  (b) In the event the Participant’s death occurs after the earlier of his EarlyRetirement Date or his Normal Retirement Date, the death benefit shall be equal to thegreater of sixty percent (60%) of the Participant’s Normal Retirement Benefitcalculated as of the date of the Participant’s death but calculated as though theParticipant had continued his service and earnings until age sixty-five (65), or, onehundred percent (100%) of the amount determined in (a) above, and payable monthly,beginning at age sixty-five (65), for the life of the Participant’s Beneficiary.  (c) Notwithstanding the foregoing, the Beneficiary may elect to receive thisbenefit in any Actuarially Equivalent optional form of payment pursuant to Section5.02.
41

 
6.04 Cash-out of Accrued Benefit. Notwithstanding any other provision of the Plan, inthe event the Actuarial Equivalent of the Qualified Preretirement Survivor Annuity has not, atthe time of this or any prior distribution, exceeded the amount (currently five thousanddollars ($5,000)) permitted to be cashed out without consent under Section 417(e) of the Code,payment of such benefit shall be in the form of a single sum. In the event the ActuarialEquivalent of the Qualified Preretirement Survivor Annuity exceeds the amount permitted to becashed out without consent under Section 417(e) of the Code but does not exceed ten thousanddollars ($10,000), at the option of the surviving Spouse, payment of such benefit may be inthe form of a single sum. Any such one-sum payment shall be in lieu of the benefits otherwisepayable hereunder. 6.05 Time of Payment. Payments to the surviving Spouse of the Qualified PreretirementSurvivor Annuity described in Section 6.02 shall commence on the first day of the month inwhich the Participant would have attained his Earliest Retirement Age under the Plan.Provided, however, that at the election of the surviving Spouse, commencement of payments maybe postponed to a date which is no later than the first day of the month in which theParticipant would have attained his Normal Retirement Age under the Plan. If payment to thesurviving Spouse of a Qualified Preretirement Survivor Annuity begins at a date later than thefirst day of the month in which the Participant would have attained earliest Retirement Ageunder the Plan, such payment shall be determined as if the Participant separated from serviceon his or her date of death (or date of actual separation from service, if earlier); survivedto the date the surviving spouse benefit is to commence; retired with a Qualified Joint andSurvivor Annually at such date; and died the next day.
42

 
**ARTICLE VII****Limitations on Benefits**7.01 Limitation on Annual Benefit. This Section is effective October 1, 2007. (a) Notwithstanding any other provision of the Plan, the annual benefit to which aParticipant is entitled under the Plan shall not, in any limitation year, be in anamount which would exceed the applicable limitations under Code section 415 andregulations thereof, including, effective October 1, 2007, the final regulationsthereunder issued April 5, 2007. If the benefit payable under the Plan would (but forthis Section) exceed the limitations of Code section 415 by reason of a benefit payableunder another defined benefit plan aggregated with this Plan under Code section 415(f),the benefit under this Plan shall be reduced only after all reductions have been madeunder such other plan. As of January 1 of each calendar year commencing on or afterJanuary 1, 2002, the dollar limitation as determined by the Commissioner of InternalRevenue for that calendar year shall become effective as the maximum permissible dollaramount of benefit payable under the Plan during the limitation year ending within thatcalendar year.    The application of the provisions of this article shall not cause the maximumpermissible benefit for any Participant to be less than the Participant’s accruedbenefit under all the defined benefit plans of the Employer or a predecessoremployer as of the end of the last limitation year beginning before July 1, 2007under provisions of the plans that were both adopted and in effect before April 5,2007. The preceding sentence applies only if the provisions of such defined benefitplans that were both adopted and in effect before April 5, 2007 satisfied theapplicable requirements of statutory provisions, regulations, and other publishedguidance relating to Code section 415 in effect as of the end of the last limitationyear beginning before July 1, 2007, as described in Section 1.415(a)-1(g)(4) of theIncome Tax Regulations.  (b) The increased limitations of Code section 415(b) effective on and after January1, 2002 shall apply solely to employees participating in the Plan who have one Hour ofService on or after January 1, 2002.  (c) The term “limitation year” is the 12-month period used for application of thelimitations under Code section 415 and, unless a different 12-month period has beenelected by the Employer in accordance with rules or regulations issued by the InternalRevenue Service or the Department of Labor, shall be the Plan Year.  (d) For purposes of applying the adjustments required under Code section 415(b)(2),the “applicable interest rate” and “applicable mortality table” shall be determined asprovided in Section 1.06 and 1.07.
43

 
 (e) For the limitation years beginning in 2004 and 2005, if the annual retirementbenefit is payable in a form subject to the requirements of Code Section 417(e),Actuarial Equivalence shall be based on either the Plan’s actuarial factors or five andone-half percent (5.5%) interest and the Applicable Mortality Table, whichever factorsproduce the higher life annuity.  (f) For purposes of this Section compensation shall mean Section 415 Compensation.
44

 
**ARTICLE VIII****Top-Heavy Rules**8.01 Top-Heavy Determination. (a) The provisions of this Article shall apply solely in the event that this Planever becomes Top-Heavy, as defined herein.  (b) For the purposes of this Article, the following definitions shall be used: (1) Aggregation Group means (A) Each plan of the Employer in which a Key Employeeis a Participant (in the Plan Year containing the Determination Date orin any of the four preceding Plan Years), and  (B) Each other plan of the Employer which enables anyplan described in subsection (A) during the applicable period to meetthe requirements of Sections 401(a)(4) or 410 of the Code.   The Employer may treat any plan not described above as being part of suchaggregation group if such group would continue to meet the requirements ofSections 401(a)(4) and 410 of the Code with such plan being taken intoaccount.  (2) Determination Date means, with respect to any PlanYear, the last day of the preceding Plan Year, or in the case of the first PlanYear, the last day of such Plan Year.  (3) Key Employee means an Employee or a former Employee(including any deceased employee), if, in the Plan Year containing theDetermination Date or, effective for Determination Dates prior to October 1,2002, in any of the four preceding Plan Years, such Employee or former Employeeis or was (A) An officer of the Employer whose annualCompensation for any such Plan Year exceeds $130,000 as adjusted underCode Section 416(i)(1) for Plan Years beginning after December 31, 2002(effective for Determination Dates prior to October 1, 2002, an officerof the Employer whose annual compensation for any such Plan Yearexceeds fifty percent (50%) of the amount in effect under Section415(b)(1)(A) of the Code)) provided however, that no more than fifty(50) Employees (or, if less, the greater of three
45

 
   (3) Employees or ten percent (10%) of the Employees) shall be treatedas officers. For purposes of determining the number of officers takeninto account, employees described in Section 414(q)(8) (Section414(q)(5), effective January 1, 2002) of the Code shall be excluded;  (B) A five percent (5%) owner of the Employer, or aone percent (1%) owner (within the meaning of Sections 416(i)(1)(B) and(C) of the Code) of the Employer whose annual Compensation from theEmployer for such Plan Year exceeds $150,000; or  (C) Solely for Determination Dates prior to October1, 2002, one (1) of the ten (10) Employees owning (or considered asowning within the meaning of Section 318 of the Code) both the largestinterest in the Employer and more than a one-half of one percent (0.5%)interest therein and whose annual Compensation for any such Plan Yearequals or exceeds the amount in effect under Section 415(c)(1)(A) ofthe Code; provided, however, if two Employees have the same interest inthe Employer, the Employee with the greater annual Compensation forsuch Plan Year shall be treated as having the larger interest.   For this purpose, annual Compensation means Compensation within the meaningof Section 415(c)(3) of the Code. The determination of who is a keyemployee will be made in accordance with section 416(i)(1) of the Code andthe applicable regulations and other guidance of general applicabilityissued thereunder.  (4) Non-Key Employee means any Employee who is not a KeyEmployee.  (5) Top-Heavy means that with respect to any Plan Year, thesum of the present value of the cumulative Accrued Benefits (under this Planand such other plans as provided in subsection (b)(1) above) for Key Employeesas of any Determination Date exceeds sixty percent (60%) of the sum of thepresent value of the cumulative Accrued Benefits for all Employees. In makingthis calculation as of a Determination Date, (A) The present value of an Accrued Benefit shallbe determined as of the most recent valuation date (which for purposeshereof shall be the same date as is used for computing Plan costs forminimum funding) occurring within the Plan Year which includes theDetermination Date.  (B) The present value of the Accrued Benefit of anyEmployee or former Employee shall be increased by the aggregatedistribution made during the one (1) year period (effective forDetermination
46

 
   Dates prior to October 1, 2002, the five (5) year period) ending onthe Determination Date with respect to such Employee or formerEmployee. Effective for Determination Dates on and after October 1,2002, the preceding sentence shall also apply to distributions undera terminated plan which, had it not been terminated, would have beenaggregated with the Plan under section 416(g)(2)(A)(i) of the Code.Also effective for Determination Dates on and after October 1, 2002,in the case of a distribution made for a reason other than separationfrom service, termination of employment, death, or disability, thisprovision shall be applied by substituting “5-year period” for“1-year period.”  (C) The present value of the Accrued Benefit of (i) Any Non-Key Employee who was aKey Employee for any prior Plan Year, and  (ii) Any former Employee who performedno service for the employer maintaining the Plan during the five(5) year period ending on the Determination Date   shall be ignored.  (D) If the present value of any Accrued Benefitunder the Plan includes any amount attributable to any rollovers to orfrom the Plan, such value shall be adjusted, as required by Section416(g)(4)(A) of the Code.  (E) A Participant’s Accrued Benefit in a definedbenefit plan will be determined under a uniform accrual method whichapplies in all defined benefit plans maintained by the Employer or,where there is no such method, as if such benefit accrued not morerapidly than the slowest rate of accrual permitted under the fractionalrule of Section 411(b)(1)(c) of the Code.  (F) Effective for Determination Dates on and afterOctober 1, 2002, the Accrued Benefits of any individual who has notperformed services for the Employer during the 1-year period ending onthe Determination Date shall not be taken into account.   Notwithstanding the foregoing, this Plan shall be Top-Heavy if, as of anyDetermination Date, it is required by Section 416(g) of the Code to beincluded in an Aggregation Group which is determined to be a Top-HeavyGroup. If an Aggregation Group includes two or more defined benefit plans,the actuarial assumptions set forth in this Section must be used withrespect to all such plans and must be specified in such plans.
47

 
 (6) Top-Heavy Group means any Aggregation Group if, as ofthe Determination Date, the sum of (A) The present value of the cumulative accruedbenefits for all Key Employees under all defined benefit plans in suchAggregation Group, and  (B) The aggregate of the accounts of all KeyEmployees under all defined contribution plans in such AggregationGroup   exceeds sixty percent (60%) of a similar sum determined for all KeyEmployees and Non-Key Employees.8.02 Vesting. (a) For any Plan Year in which the Plan is Top-Heavy, the Vested Percentageapplicable to the Accrued Benefit of an Employee who has at least one (1) Hour ofService after the Plan became Top-Heavy shall not be less than the percentage shown onthe following table:     Years of VestedVesting Service Percentageless 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% (b) In the event the Plan ceases to be Top-Heavy for a Plan Year, the vestingschedule in effect immediately prior to the Plan Year in which the Plan becameTop-Heavy shall again become applicable as an amendment to the Plan.  (c) For any Plan Year in which the Plan is not Top-Heavy which follows one or morePlan Years for which the Plan has been Top-Heavy, the vesting schedule in effectimmediately prior to the Plan Year the Plan became Top-Heavy shall again becomeapplicable as an amendment to the Plan; thus, each Participant who has had his VestingPercentage computed under subsection (a) and who has completed at least three (3) Yearsof Service shall have his Vesting Percentage computed in accordance with subsection (a)for such Plan Year and any subsequent Plan Year in which the Plan is no longerTop-Heavy. For each Participant who has had his Vesting Percentage computed undersubsection (a), but who has completed fewer than three (3) Years of Service (i) theVesting
48

 
   Percentage of his Accrued Benefit(accrued as of the date the Plan is no longer Top-Heavy) shall be computed inaccordance with the vesting schedule in subsection (a) for such Plan year and anysubsequent Plan Year and (ii) the Vesting Percentage of his Accrued Benefit (accruedafter the date the Plan is no longer Top-Heavy) shall not be less than the VestingPercentage determined as of the last day of the last Plan Year in which the Plan wasTop-Heavy.8.03 Minimum Benefits. (a) For any Plan Year in which the Plan is Top-Heavy and in which a Participantalso participates in another qualified plan maintained by the Employer, the Top-Heavyminimum benefit required under this Plan will be provided under such other plan. ForEmployees who participate only in this Plan, the Accrued Benefit for a year in whichthe Plan is Top-Heavy, expressed as a life annuity (with no ancillary benefits)commencing at his Normal Retirement Date, shall be an amount which is not less than theproduct of (1) Two percent (2%),  (2) The number of Plan Years beginning on or after January 1, 1984during which the Plan was Top-Heavy and with respect to which the Participantaccrued a year of Vesting Service, and  (3) The Participant’s average annual Compensation for the period offive (5) consecutive Plan Years in each of which the Participant was an ActiveParticipant and for which the Participant’s aggregate annual Compensation wasthe greatest. If the Participant did not receive Compensation in five (5) suchPlan Years, his annual Compensation shall be averaged over his longestcontinuous period of participation. In making the computations under thissubparagraph, annual Compensation for Plan Years which are not included in thePlan Years taken into account under subsection (2) above shall be ignored. Forthis purpose, annual Compensation means compensation within the meaning ofSection 415(c)(3) of the Code. However, for this purpose, Compensation shallnot include any amount contributed by the Employer pursuant to a salaryreduction agreement and which is not includible in the gross income of theEmployee under Section 125, 402(e)(3), 402(h) or 403(b) or, effective for yearsbeginning after December 31, 1997, Section 132(f). The determination of who isa key employee will be made in accordance with Section 416(i)(1) of the Codeand the applicable regulations and other guidance of general applicabilityissued thereunder.   Effective for Determination Dates on and after October 1, 2002, for purposes ofsatisfying the minimum benefit requirements of section 416(c)(1) of the Code and thePlan, in determining years of service with the employer, any service with theemployer shall be disregarded to the extent that such service occurs during a Plan
49

 
   Year when the plan benefits (within the meaning of section 410(b) of the Code) nokey employee or former key employee. (b) A Participant’s minimum Benefit payable under this Section shall not exceedtwenty percent (20%) of the amount described in subsection (a)(3).  (c) Only Non-Key Employees who have completed one thousand (1,000) Hours of Serviceshall receive the benefits described in this Section.  (d) Notwithstanding subsection (a), and to the extent permitted by applicable lawand regulations, no benefit shall be accrued pursuant to this Section for a Plan Yearwith respect to Participant who is a participant in a defined contribution plansponsored by an Employer if such Participant receives under such defined contributionplan (for the plan year ending with or within the Plan Year of this Plan) acontribution that is equal to or greater than five percent (5%) of such Participant’sSection 415 Compensation for such Plan Year. If such contribution is less than fivepercent (5%) of the Participant’s Section 415 Compensation for the Plan Year, theminimum Benefit provided in subsection (a) shall be offset by any Employer contributionprovided under the defined contribution plan expressed as an actuarially equivalentannual benefit in accordance with regulations interpreting Section 416(f) of the Code.
50

 
**ARTICLE IX****Plan Administration**9.01 Plan Administrator. The Board shall appoint a Plan Committee (“Committee”) whichshall be the named fiduciary having the authority to control and manage the operation andadministration of the Plan. The Committee shall consist of not less than three (3) persons.If the Board does not appoint a Committee, the Board shall act as the Committee. 9.02 General Powers, Rights and Duties. Except as otherwise specifically provided and inaddition to the powers, rights and duties specifically given to the Plan Administratorelsewhere in the Plan and the Trust Agreement or by direct, written delegation from theCompany, the Plan Administrator shall have the power and the duty to take all action and tomake all decisions necessary or proper to carry out the Plan. The powers and duties of thePlan Administrator shall include the following: (a) To, in its discretion, interpret all Plan provisions and to determine allquestions arising under the Plan, including the power to determine the eligibility ofEmployees, Participants and all other persons to participate in the Plan or to receivebenefits under the Plan and to determine the amount of benefits payable under the Planto any person and to remedy ambiguities, inconsistencies or omissions;  (b) To adopt such rules of procedure and regulations and prescribe the use of suchforms as in its opinion may be necessary for the proper and efficient administration ofthe Plan and as are consistent with the Plan and Trust Agreement;  (c) To enforce the Plan in accordance with the terms of the Plan and the TrustAgreement and the rules and regulations adopted pursuant to (b) above;  (d) To direct the Trustee in writing to make payments from the Trust Fund toParticipants who qualify for such payments hereunder. Such written notice shallinclude such information as may be required for payment of benefits;  (e) To furnish the Participating Employers with such information as may be requiredby them for tax or other purposes in connection with the Plan;  (f) To employ agents, attorneys, accountants, actuaries or other persons (who alsomay be employed by an Employer) and to allocate or delegate to them such powers, rightsand duties as the Plan Administrator has and may consider necessary or advisable toproperly carry out administration of the Plan or compliance with the requirements ofERISA, provided that such allocation or
51

 
   delegation and the acceptance thereof by such agents, attorneys or other personsshall be in writing; (g) To exercise such authority as it deems appropriate in order to comply with thereporting and disclosure requirements of ERISA and regulations issued thereunder;  (h) To provide a full and fair review to any Participant whose claim for benefitshas been denied in whole or in part; and  (i) To establish and carry out a funding policy and method consistent with theobjectives of the Plan and ERISA, pursuant to which the Company shall determine thePlan’s liquidity and financial needs and communicate them to the Trustees or otherfiduciaries who are charged with determining investment policy.9.03 Manner of Action. During a period in which two (2) or more Committee members areacting, the following provisions apply where the context admits: (a) The Committee shall select a Chairman and may select a Secretary (who may, butneed not, be a member of the Committee).  (b) A Committee member may delegate any or all of his rights, powers, and duties toany other member provided such delegation is in writing and is consented to by suchother Committee member.  (c) The Committee members may act by meeting and may execute any document bysigning one document or concurrent documents.  (d) A majority of the members of the Committee at the time in office shallconstitute a quorum for the transaction of business at any meeting. Any determinationor action of a Committee may be made or taken by a majority of the members present atany meeting or without a meeting by a resolution or written memorandum concurred in bya majority of the members then in office.  (e) If there is an even division of opinion among the Committee members as to amatter, a disinterested party selected by the Committee shall decide the matter and hisdecision shall control.  (f) Except as otherwise provided by law, no member of the Committee shall be liableor responsible for an act or omission of the other Committee members in which theformer has not concurred.  (g) The certificate of the secretary of the Committee or of a majority of theCommittee members that the Committee has taken or authorized any action shall beconclusive in favor of any person relying on the certificate.
52

 
9.04 Interested Committee Member. A member of the Committee who is also a Participant inthe Plan may not decide or determine any issue concerning the amount of his benefit or itsdistribution to him unless such decision or determination could be made by him under the Planif he were not serving on the Committee. 9.05 Resignation or Removal of Committee Members. A member of the Committee may beremoved by the Board at any time by thirty (30) days prior written notice to him and the othermembers of the Committee. A member of the Committee may resign at any time by giving thirty(30) days written notice to the Board and the other members of the Committee. The Board mayfill any vacancy in the membership of the Committee; provided, however, that if a vacancyreduces the membership of the Committee to less than three (3), such vacancy shall be filledas soon as practicable. The Board shall give prompt written notice thereof to the members ofthe Committee. Until any such vacancy is filled, the remaining members may exercise all ofthe powers, rights and duties conferred on the Committee. 9.06 Nondiscrimination. The Plan Administrator shall not take action nor direct theTrustee to take any action with respect to any of the benefits provided hereunder which woulddiscriminate in favor of highly compensated employees or which would benefit certainParticipants at the expense of others. There shall similarly be no discrimination betweensimilarly-situated Participants. This provision shall not limit the power of the Employer toact in its capacity as settlor with respect to the Plan. 9.07 Delegation and Reliance. To the extent permitted by law, the Plan Administrator andany person to whom it may delegate any duty or power in connection with administering thePlan, the Employer, and the officers and directors thereof, shall be entitled to relyconclusively upon, and shall be fully protected in any action taken in good faith in thereliance upon any actuary, counsel, accountant or other person selected by the PlanAdministrator. Further, to the extent permitted by law, neither the Plan Administrator, norany members thereof, nor any Employer, nor the officers or directors thereof, shall be liablefor any neglect, omission or wrongdoing of a Trustee, insurance company, investment manager,or any other person or fiduciary. 9.08 Claims Procedure. The claims procedure hereunder shall be as provided herein: (a) Claim. A Participant or Beneficiary or other person who believes thathe is being denied a benefit to which he is entitled (hereinafter referred to as“Claimant”) may file a written request for such benefit with the Plan Administratorsetting forth his claim.  (b) Response to Claim. The Plan Administrator shall respond within ninety(90) days of receipt of the claim. However, upon written notification to the Claimant,the response period may be extended for an additional ninety (90) days for reasonablecause. If the claim is denied in whole or in part, the Claimant shall be provided witha written opinion using nontechnical language setting forth:
53

 
 (1) The specific reason or reasons for denial;  (2) The specific references to pertinent Plan provisions on whichthe denial is based;  (3) A description of any additional material or informationnecessary for the Claimant to perfect the claim and an explanation of why suchmaterial or such information is necessary;  (4) Appropriate information as to the steps to be taken if theClaimant wishes to submit the claim for review;  (5) The time limits for requesting a review; and  (6) A statement of the Claimant’s right to bring a civil actionunder ERISA Section 502(a) following the adverse benefit determination onreview. (c) Request for Review. Within sixty (60) days after the receipt by theClaimant of the written opinion described above, the Claimant may request in writingthat the Plan Administrator review the determination.    The Claimant or his duly authorized representative may review the pertinentdocuments and submit written comments, documents, records, and other information forconsideration by the Plan Administrator. The Claimant shall be provided, uponrequest and free of charge, reasonable access to and copies of, all documents,records, and other information relevant to the Claimant’s claim for benefits. Ifthe Claimant does not request a review of the determination within such sixty (60)day period, he shall be barred from challenging the determination.  (d) Review and Decision. The Plan Administrator shall review thedetermination within sixty (60) days after receipt of a Claimant’s request for review;provided, however, that for reasonable cause such period may be extended to no morethan one hundred twenty (120) days. In the case of a committee that meets at least ona regular quarterly basis, the committee shall make a benefit determination no laterthan the meeting date that immediately follows the Plan’s receipt of the request for areview, unless the request for review is filed within 30 days before the meeting date.In such case, the benefit determination may be made no later than the date of thesecond meeting following the Plan’s receipt of the request for review. Afterconsidering all materials presented by the Claimant, the Plan Administrator will rendera written opinion, written in a manner calculated to be understood by the Claimantsetting forth the specific reasons for the decision and containing specific referencesto the pertinent Plan provisions on which the decision is based. If the claim isdenied in whole or in part, the claimant shall be provided with a written opinion usingnontechnical language setting forth: (1) The specific reason or reasons for denial;
54

 
 (2) The specific references to pertinent Plan provisions on whichthe denial is based;  (3) A statement that the Claimant is entitled to receive, uponrequest and free of charge, reasonable access to, and copies of, all documents,records, and other information relevant to the claimant’s claim for benefits;  (4) A statement describing any voluntary appeal procedures offeredby the Plan and the claimant’s right to obtain the information about suchprocedures; and  (5) A statement of the Claimant’s right to bring an action underERISA Section 502(a).9.09 Plan Administrator’s Decision Final. Subject to applicable law, any interpretationof the provisions of the Plan and any decision on any matter within the discretion of the PlanAdministrator made by the Plan Administrator in good faith shall be binding on all persons.Any misstatement or other mistake of fact shall be corrected when it becomes known and thePlan Administrator shall make such adjustment on account thereof as it considers equitable andpracticable. 9.10 Standard of Review. The Plan Administrator shall perform its duties as the PlanAdministrator and in its sole discretion shall determine appropriate courses of action inlight of the reason and purpose for which this Plan is established and maintained. Inparticular, the Plan Administrator shall interpret all Plan provisions, and make alldeterminations as to whether any Participant or Beneficiary is entitled to receive any benefitunder the terms of this Plan which interpretation shall be made by the Plan Administrator inits sole discretion. Any construction of the terms of the Plan that is adopted by the PlanAdministrator and for which there is a rational basis shall be final and legally binding onall parties.   Any interpretation of the Plan or other action of the Plan Administrator shall be subject toreview only if such interpretation or other action is without rational basis. Any review ofa final decision or action of the Plan Administrator shall be based only on such evidencepresented to or considered by the Plan Administrator at the time it made the decision thatis the subject of review. If any Participating Employer and/or any Eligible Employee whoperforms services for a Participating Employer that is or may be compensated for in part bybenefits payable pursuant to this Plan, such an individual shall be treated as agreeing withand consenting to any decision that the Plan Administrator makes in its sole discretion andfurther agrees to the limited standard of review described by this Section 9.10 by theacceptance of such benefits. 9.11 Information Required by Plan Administrator. Each person entitled to benefits underthe Plan must file his most recent post office address with the Plan Administrator. Any
55

 
  communication, statement or notice addressed to any such person at the last post officeaddress filed with the Plan Administrator will be binding upon such person for all purposesof the Plan. Each person entitled to benefits under the Plan also shall furnish the PlanAdministrator with such documents or information as the Plan Administrator considersnecessary or desirable for the purpose of administering the Plan. The Employer shallfurnish the Plan Administrator with such data and information as the Plan Administrator maydeem necessary or desirable in order to administer the Plan. The records of any Employerwith respect to periods of employment, termination of employment and the reason therefor,leave of absence, re-employment and earnings will be conclusive on all persons unlessdetermined by the Plan Administrator to be incorrect.9.12 Expenses of the Plan. Administrative expenses of the Plan, such as actuarial,consulting and legal services, shall be paid directly by the Trust Fund to the extent suchpayments are permitted by law. Such expenses may, in the discretion of the Employer, be paiddirectly by the Employer. 9.13 Freedom from Liability. The Plan Administrator shall be entitled to rely uponinformation furnished by the Company and upon tables, valuation, certificates, opinions andreports furnished by any trustee, accountant, actuary, insurer or legal counsel in connectionwith any action or determination. To the extent permitted by law, the Company shallindemnify, hold harmless and defend the Plan Administrator against any liability or loss(including any sum paid in settlement of a claim) sustained as a result of any act or omissionin their administrative capacities, if such act or omission does not involve willfulmisconduct. Such indemnification shall include attorneys’ fees and other costs and expensesreasonably incurred in defense of any action brought against the Plan Administrator and shallapply to any persons who are or were directors, officers or Employees of any Employer who maybe subjected to liability by reason of an act or omission occurring in good faith in theoperation and administration of the Plan or Trust or in the investment of the assets of theTrust.
56

 
**ARTICLE X****Amendment or Termination**10.01 Amendment or Modification of the Plan. Except as provided herein, the Boardreserves the right to amend or terminate this Plan at any time and in any manner. The Boardmay delegate this authority to any officer(s) of the Company. Any action by the Board shallbe evidenced by a valid resolution. Any action by any officer(s) shall be evidenced by avalid officer’s certificate. The resolutions and officer’s certificates shall be attached tothis Plan and considered a part hereof. No modification or amendment shall: (a) Cause or permit any portion of the funds or assets of the Plan to become theproperty of the Employer prior to the satisfaction of all liabilities of the Plan;  (b) Increase the duties or responsibilities of the Trustee without its writtenconsent;  (c) Be effective to the extent that it may decrease the Accrued Benefit (asprovided in Code Section 411(d)(6)) of any Participant, except as permitted pursuant toSection 412(c)(8) of the Code; or  (d) Become effective until set forth in a revised participation agreement executedby the Company if such amendment is made by any other Employer.  If the Plan’s vesting schedule is changed as a result of an amendment, each Participant whohas completed at least three (3) Years of Service may elect to continue to have his vestedpercentage computed in accordance with the vesting schedule in effect for that Participantprior to the amendment. This election may be made no earlier than the date the amendment isadopted and no later than the latest of the date that is sixty (60) days after the date:(i) the amendment is adopted; (ii) the amendment becomes effective; or (iii) the Participantis issued a written notice of the amendment by the Employer or Plan Administrator.   For each Participant who has completed fewer than three (3) Years of Service (i) the VestingPercentage of his Accrued Benefit (accrued on and after the date of the Plan amendment)shall be computed in accordance with the vesting schedule as amended and (ii) the VestingPercentage of his Accrued Benefit (accrued before the effective date of the amendment) shallnot be less than the Vesting Percentage determined prior to the amendment. 10.02 Termination of the Plan. Although the Company intends to continue the Plan as apermanent retirement program for the benefit of its Participants, the making of contributionsand the continuation of the Plan are not assumed by the Employer as a contractual obligation.The Employer expressly does not guarantee the payment of any benefit or amount which maybecome due under the Plan to any Participant or
57

 
  Beneficiary. The Employer reserves the right at any time to discontinue its contributionsor to terminate the Plan. The Plan may also be terminated as a result of a determination bythe Pension Benefit Guaranty Corporation (PBGC), or by a decree by an appropriate court oflaw.10.03 Distribution upon Termination of the Plan. Upon termination or partial terminationof the Plan by an Employer, each Participant’s Accrued Benefit, to the extent funded, shall benonforfeitable, and the plan assets held by the Trustee and/or insurance company or companiesfor that Employer (or in the case of partial termination, for that particular group ofParticipants) shall be allocated in accordance with Section 4044 of ERISA in order to providepensions for the affected Participants and Beneficiaries. 10.04 Residual Assets. To the extent permitted by law, any residual assets of the Planshall be distributed to the Employer if all liabilities of the Plan to Participants andBeneficiaries have been satisfied. Such assets shall be allocated among ParticipatingEmployers in such proportions as the Company shall determine. If this Section of the Plan isamended and the Plan previously did not contain a provision for the reversion of residualassets to the Employer upon Plan termination, this Section shall first become effective at theend of the fifth (5th) calendar year following the date of the adoption of this Restatement. 10.05 Restriction on Distribution of Benefits. (a) The provisions of Treasury Regulation Section 1.401(a)(4)-5(b) shall apply.In addition, annual payments to an employee who is among the twenty-five (25) highlycompensated employees or highly compensated former employees with the greatestCompensation in the current or any prior year shall not exceed an amount equal to thepayments that would be made on behalf of the employee under: (1) A straight life annuity that is the actuarial equivalent of theemployee’s Accrued Benefit and the other benefits to which the employee isentitled under the Plan (other than any Social Security Supplement); and  (2) The amount of the payments that the employee is entitled toreceive under any Social Security supplement. (b) The restrictions of Subsection (a) do not apply if any one of the following issatisfied: (1) After payment to such employee of all benefits (as described inTreasury Regulation Section 1.401(a)(4)-5(b)(3)(iii)), the value of Plan assetsequals or exceeds one hundred ten percent (110%) of the value of currentliabilities, as defined in Section 412(l)(7);  (2) The value of the benefits (as described in Treasury RegulationSection 1.401(a)(4)-5(b)(3)(iii)) for such employee is less than one percent(1%) of the value of current liabilities before distribution; or
58

 
 (3) The value of the benefits (as described in Treasury RegulationSection 1.401(a)(4)-5(b)(3)(iii)) for such employee does not exceed the amountdescribed in Section 411(a)(11)(A) of the Code; or  (4) The Plan terminates and the benefit received by eachParticipant is nondiscriminatory under Section 401(a)(4) of the Code.  The above provisions shall apply only to the extent required by Section 401(a)(4) of theCode and the regulations thereunder. 10.06 Repayment of Restricted Amounts. Notwithstanding the above, the Plan Administrator,to the extent permitted by law and this Plan, may authorize payment of a Participant’s entireBenefit in the form of a lump sum, provided that: (a) The Participant enters into an agreement with the Trustee providing forrepayment of the amount which would be restricted under Section 10.05 in the eventthere is a termination of the Plan during the applicable period, and  (b) The Participant guarantees such repayment by depositing in escrow with anacceptable depository either: (1) Property having a fair market value equal to one hundredtwenty-five percent (125%) of the amount which would have to be repaid if thePlan had terminated on the date the lump sum was paid, or  (2) A bond equal to at least one hundred percent (100%) of suchamount, which bond must be issued by an insurance company, bonding company orother surety approved by the U.S. Treasury Department as an acceptable suretyfor federal bonds, or  (3) A bank letter of credit in an amount equal to at least onehundred percent (100%) of such amount.   The Participant must further agree that if the fair market value of depositedproperty (pursuant to (A) above) declines to less than one hundred ten percent(110%) of the amount to be repaid, he or she shall deliver additional property tothe depository such that the total value of all property so deposited is increasedto one hundred twenty-five percent (125%) of the amount to be repaid.    Property or assets shall be held in the depository until the Plan Administratorcertifies to the depository, surety or bank that no obligation of repayment exists.Provided, however, that property in the escrow account may be withdrawn by theParticipant to the extent it exceeds one hundred twenty-five percent (125%) of theamount to be repaid. Likewise, a bond or letter of credit may be reduced to theextent it exceeds one hundred percent (100%) of such amount. The Participant
59

 
   may withdraw earnings on the property in escrow provided the value of the propertyin escrow does not fall below the required level. The amount to be repaid may beadjusted to take into account the decrease in the restriction as the applicable ten(10) year period elapses.
60

 
**ARTICLE XI****Funding of the Plan**11.01 Establishment of Trust. For the purpose of funding the Benefits provided forherein, the Company has established a Trust Fund. The Employer shall contribute funds intothe Trust Fund for the purpose of distributing to Participants and their Beneficiaries thecorpus and income of the fund accumulated by the Trust in accordance with the Plan. TheTrustee shall receive, hold in trust and disburse the assets of the Trust Fund in accordancewith the provisions of the Plan and Trust. The Plan Administrator shall direct the Trustee inwriting to make payments to or on behalf of Participants entitled to Benefits in accordancewith this Plan and the Trust Agreement. 11.02 Employer Contributions. The Employer shall make such contributions to the TrustFund as are required to keep the Plan qualified under Section 401 of the Code and any otherrelevant section of the Code or any successors thereto, subject to its right to amend ordiscontinue the Plan and discontinue contributions. All Benefits will be paid from the Trustand neither the Employer nor the Trustee shall be liable to Participants or theirBeneficiaries if the Trust corpus shall be insufficient to provide for the payment ofBenefits. Except as provided by ERISA, the Employer shall have no liability with respect tothe administration of the Trust or of the funds, securities or other assets paid over to theTrustee, and each Participant or other Beneficiary shall look solely to the Trust Fund or thePension Benefit Guaranty Corporation (PBGC) for any payments of Benefits under the Plan.   One Employer that has adopted this Plan for the benefit of its employees may makecontributions hereto for the benefit of the employees of another Employer that has adoptedthis Plan, to the extent that the Employer making such contribution would be entitled toclaim a federal income tax deduction for such contribution. 11.03 Funding Standards. The Employer intends to contribute, but does not guarantee to doso, funds hereunder in amounts no less than the minimum required by the funding standards ofERISA. The Employer may from time to time contribute amounts greater than such minimum. Afunding standard account shall be established and maintained so that it may be determined ifthe Employer has complied with minimum funding standards. 11.04 Changes in Funding Medium or Method. The Company reserves the right to change themedium and method of funding at any time at its discretion and without the consent of anyperson or organization, subject to any applicable requirements of ERISA. Subject to thespecific provisions of the Trust Agreement, the Company reserves the right to amend the TrustAgreement and to remove the current Trustee and appoint a successor Trustee as it may deemappropriate. 11.05 Purchase of Annuities. If pursuant to the Trust Agreement the Trustee is directedby the Plan Administrator to purchase restricted non-transferable annuities from an insurance
61

 
  company to provide the benefits of the Participants, any dividends or other creditsgenerated under any such annuity contract shall be applied to reduce the amount of futurecontributions by the Employer.11.06 No Diversion. No part of the corpus or income of the Trust Fund shall be used for,or diverted to, purposes other than for the exclusive benefit of Participants or theirBeneficiaries, at any time prior to the satisfaction of all liabilities with respect toParticipants and their Beneficiaries under the Plan and Trust. The Company intends that thePlan shall meet the requirements of the Code pertaining to the qualification of employeepension plans. Under no circumstances shall the Employer have any vested right, title orinterest in any assets in the Trust Fund nor shall any such assets revert to the Employer orinure to its benefit in any way prior to satisfaction of all liabilities of the Plan. AnyParticipant with a vested Benefit hereunder shall only be entitled to Benefits to the extentfunded, except as provided by ERISA. 11.07 Treatment of Forfeitures. Any forfeitures arising hereunder shall be used to reducefuture Employer contributions. Such forfeitures shall not be applied to increase the Benefitsany Participant would otherwise receive under the Plan. 11.08 Return of Contributions. All Employer contributions are made conditioned upon theirdeductibility for federal income tax purposes under Section 404 of the Code and uponcontinuing qualification of the Plan under Section 401 of the Code. Amounts contributed bythe Employer shall be returned to the Employer under the following conditions: (a) If a contribution was made by an Employer by a mistake of fact, the excess ofthe amount of such contribution over the amount that would have been contributed hadthere been no mistake of fact shall be returned to the Employer within one year afterthe payment of the contribution.  (b) If an Employer makes a contribution which is not deductible under Section 404of the Code, such contribution (but only to the extent disallowed) shall be returned tothe Employer within one year after the disallowance of the deduction, or in the case ofde minimis nondeductible contribution as described in Rev. Proc. 90-49, returned withinone year from the date of actuarial certification.  (c) If an Employer makes a contribution which is conditioned on initialqualification of the Plan under the Code and if the Plan does not so qualify, then suchcontribution shall be returned to the Employer within one year after the date of denialof qualification of the Plan provided that an application for determination is made bythe time prescribed by law for filing the Employer’s federal income tax return for thetaxable year in which the Plan was adopted or such later date as the Secretary of theTreasury may prescribe.11.09 Litigation by Participants or Beneficiaries. If a Participant or other personbrings a legal action against the Trustee, one or more Employers, and/or the Committee (or anymember or members thereof), and such action results adversely to that person, or if a
62

 
  legal actionarises because of conflicting claims to a Participant’s or other person’s benefits, thecosts borne by the Trustee, the Employers, the Committee (or any member or members thereof)in defending the action will be charged, to the extent permitted by law, to the amountsinvolved in the action or which were payable to the Participant or other person concerned.
63

 
**ARTICLE XII****General Provisions**12.01 Non-Alienation. (a) None of the Benefits under the Plan are subject to the claims of creditors ofParticipants or Beneficiaries, and will not be subject to attachment, garnishment orany other legal process. Neither a Participant nor a Beneficiary may assign, sell,borrow on, or otherwise encumber any of his beneficial interest in the Plan and TrustFund, nor shall any such Benefits be in any manner liable for or subject to the deeds,contracts, liabilities, engagements or torts of any Participant or Beneficiary. If aParticipant or Beneficiary becomes bankrupt or attempts to anticipate, sell, alienate,transfer, pledge, assign, encumber or change any Benefit specifically provided forherein, or if a court of competent jurisdiction enters an order purporting to subjectsuch interest to the claim of any creditor, then the Trustee shall hold or apply suchBenefit to or for the benefit of such Participant or Beneficiary in such manner as theEmployer may deem proper. The foregoing shall not apply to judgments, orders anddecrees issued after, and settlement agreements entered into on or after, August 5,1997 to the extent permitted by Code Section 401(a)(13)(C) and (D).  (b) The restrictions set out in the preceding subsection shall also apply to thecreation, assignment, or recognition of a right under a domestic relations order,unless such order is determined to be a qualified domestic relations order as definedin Section 414(p) of the Code (and those other domestic relations orders permitted tobe so treated as a qualified domestic relations order under the provisions of theRetirement Equity Act of 1984). A domestic relations order entered before January 1,1985 will be treated as a qualified domestic relations order if payment of Benefitspursuant to the order has commenced as of such date, or if benefits had not commencedby such date, may be treated as a qualified domestic relations order pursuant towritten procedures promulgated by the Plan Administrator.    The Plan Administrator shall develop written procedures to determine whether adomestic relations court order meets the requirements of a qualified domesticrelations court order as defined in Section 414(p) of the Code and to determine themethod of distributing benefits in compliance with the order. Upon receiving adomestic relations court order, the Administrator shall notify all affectedparticipants and any alternate payees that the order has been received. The PlanAdministrator shall also notify the affected Participants and alternate payees ofits procedure for determining whether the domestic relations order is qualifiedunder Section 414(p) of the Code.
64

 
   While the Plan Administrator is determining the qualified status of the order, thePlan Administrator shall segregate in a separate account the amount (if any) thatwill be payable to an alternate payee under this order (if it were a qualifieddomestic relations order) during this period. If the Plan Administrator determinesthe order is a qualified domestic relations order under Section 414(p) of the Code,during the 18 month period commencing on the date the first payment would berequired under the qualified domestic relations order, then the alternate payeeshall receive payment from the separate account. If the Administrator cannot make adetermination of the order’s qualified status during the 18 month period (ordetermines the order is not a qualified domestic relations order), then the trusteeshall return the amounts in the separate account to the account of the affectedParticipants as if no court order had been received.12.02 Substitute Payee. In the event a distribution is to be made to a minor or to anyParticipant or other Beneficiary who, in the opinion of the Plan Administrator, is incapableof properly using, expending, investing or otherwise disposing of such distribution, the PlanAdministrator may, based on objective criteria, order the Trustee to make such distribution toa legal or natural guardian or other relative of such minor or to the court appointed guardianof any incompetent, or to any adult with whom such person temporarily or permanently resides.Such distribution shall fully discharge the Trustee, Employer and Plan from further liability. 12.03 Absence of Guarantee. Neither the Plan Administrator nor any Employer in any wayguarantees the Trust Fund from loss or depreciation. Except as required by applicable law,the Employers do not guarantee any payment to any person. The liability of the Trustee or thePlan Administrator to make any payment under the Plan will be limited to the assets held bythe Trustee which are available for that purpose. 12.04 No Contract. This Plan shall not be deemed to constitute a contract between theEmployer and any Participant or to be a consideration or an inducement for the employment ofany Participant or Employee. Nothing contained in this Plan shall be deemed to give anyParticipant or Employee the right to be retained in the service of the Employer or tointerfere with the right of the Employer to discharge any Participant or Employee at any timeregardless of the effect which such discharge shall have upon such individual as a Participantin the Plan. 12.05 Missing Persons. If after making reasonable efforts (including mailing a notice tothe last known address of the Participant or other payee under the Plan), the Trustee orinsurance company is unable to locate a Participant or to ascertain the identity of, or tolocate any other person to whom payment is due under the Plan, such payment and all subsequentpayments otherwise due shall be forfeited twenty-four (24) months after the date such paymentfirst became due or, upon termination, such payment and all subsequent payments shall beforfeited pursuant to the applicable law of escheat. Provided, however, that any paymentforfeited under this Section other than by reason of escheat shall be reinstated retroactivelyno later than sixty (60) days after the date on which the Participant or other payee islocated or identified.
65

 
12.06 Corporate Change. If the Employer is merged or consolidated with anotherorganization, or another organization acquires all or substantially all of the Employer’sassets, such organization may become the Employer hereunder by action of its Board ofDirectors and by action of the Board of Directors of the prior Employer, if still inexistence. Such change in companies shall not be deemed a termination of the Plan by eitherthe predecessor or successor company. 12.07 Merger. If this Plan is merged or consolidated with any other plan, or if theassets or liabilities of this Plan is transferred to any other plan, and such plan is thenterminated, each Participant hereunder will receive a Benefit immediately after the merger,consolidation or transfer which is equal to or greater than the Benefit to which he would havereceived if this Plan had terminated immediately before such merger, consolidation ortransfer. 12.08 USERRA. Effective December 12, 1994, notwithstanding any provision of this Plan tothe contrary, contributions, benefits and service credit with respect to qualified militaryservice will be provided in accordance with Section 414(u) of the Internal Revenue Code.
66

 
**ARTICLE XIII****Adoption of the Plan by Other Entities**13.01 Adoption of Plan. Any member of the Affiliated Group may adopt this Plan for all ora portion of its employees, provided that the Board approves such participation and the basisof such participation is set forth in a participation agreement by and between suchParticipating Employer and the Board. The Plan and all participation agreements shallconstitute a single plan collectively adopted by all Participating Employers.   Such participation agreement may modify any of the terms of the Plan as applied to employeesof such entity. The administrative powers and control of the Company as provided in thePlan shall not be deemed diminished under the Plan by reason of the participation of otherEmployers in the Plan. Each Participating Employer shall have the obligation to pay thecontributions for its own employees and no other Employer shall have such obligation. 13.02 Withdrawal from Plan. A Participating Employer may withdraw at any time from thePlan without affecting the other Participating Employers by complying with the appropriateprovisions of the Plan and Trust Agreement. The Board may, at its discretion, terminate aParticipating Employer’s participation in the Plan at any time, when in its judgment, suchParticipating Employer fails or refuses to discharge its obligations under the Plan, or ifamendments to the Plan applicable to such Participating Employer are not deemed to be in thebest interests of the Plan as a whole.   IN WITNESS WHEREOF, this amended and restated Plan is hereby executed on the 12th day of June, 2009.         AMERICAN PACIFIC CORPORATION  ATTEST: (SEAL)               By /s/ John R. Gibson   
67