Exhibit 10 (8)
  
 Re:
    
    Retirement Benefit (as Amended andRestated to Comply with Section 409A)
  Appendix A




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Appendix A
 Appendix A
 Appendix B
  Sincerely,/s/ Jerry W. FanskaJerry W. Fanska Appendices A and B Appendix A
 /s/ A.B. SchmittAndrew B. Schmitt




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APPENDIX A
 Definitions
 Code
 Compensation
 Disability
 Early Retirement Reduction Factor
 Separation from Service Separate from Service Separated from
Service
 Death Benefit
   Disability Benefit
 th
 Early Retirement Reduction Factor
 th
 Age at Separation from Service
    
    Percentage of Annual Benefit55
    
    
    48.81
    %56
    
    
    52.06
    %57
    
    
    55.59
    %58
    
    
    59.45
    %59
    
    
    63.68
    %60
    
    
    68.32
    %61
    
    
    73.43
    %62
    
    
    79.06
    %63
    
    
    85.31
    %64
    
    
    92.26
    %




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APPENDIX B
 Applicable Claims Procedures
  I.
    
    Initial ClaimA. Submitting the Claim.Upon request, Layne shall provide you or your beneficiary
(Claimant) with a claim form which the Claimant can use to request benefits. In addition,
Layne will consider any written request for benefits under the Agreement to be a claim.B. Approval of Initial Claim.If a claim for benefits is approved, Layne shall provide the
Claimant with written or electronic notice of such approval. The notice shall include:
 1.
    
    The amount of benefits to which the Claimant is entitled.2.
    
    The duration of such benefit.3.
    
    The time the benefit is to commence.4.
    
    Other pertinent information concerning the benefit.
 C. Denial of Initial Claim.If a claim for benefits is denied (in whole or in part) by
Layne, Layne shall provide the Claimant with written or electronic notification of such
denial within ninety (90) days (forty-five (45) days in the case of a claim for disability
benefit) after receipt of the claim, unless special circumstances require an extension of
time for processing the claim. (See Section III of this Claims Procedure concerning
extensions of time.) The notice of denial of the claim shall include:
 1.
    
    The specific reason that the claim was denied.2.
    
    A reference to the specific Agreement provisions on which the
denial was based.3.
    
    A description of any additional material or information
necessary to perfect the claim, and an explanation of why this material or
information is necessary.4.
    
    A description of the agreements appeal procedures and the time
limits that apply to such procedures, including a statement of the Claimants
right to bring a civil action under ERISA Section 502(a) if the claim is denied
on appeal.5.
    
    Any materials required under 29 C.F.R. § 2560.503-1(g)(1)(v).
  II.
    
    Appeal ProceduresA. Filing the Appeal.In the event that a claim is denied (in whole or in part), the
Claimant may appeal the denial by giving written notice of the appeal to Layne within 60
days (one hundred eighty (180) days in the case of a claim for disability benefit) after the
Claimant receives the notice of denial of the claim. At the same time the Claimant submits a
notice of appeal, the Claimant may also submit written comments, documents, records, and
other information relating to the claim. Layne (or its designee) shall review and consider
this information without regard to whether the information was submitted or considered in
conjunction with the initial claim.B. General Appeal Procedure.Layne may hold a hearing or otherwise ascertain such facts as
it deems necessary and shall render a decision which shall be binding upon both parties.
Layne shall render a decision on appeal within sixty (60) days (forty-five (45) days in the
case of a claim involving disability) after the receipt by Layne of the notice of appeal,
unless special circumstances require an extension of time. (See Section III for the
procedures concerning extensions of time.) The appeal decision of Layne shall be provided
in written or electronic form to the Claimant. If the appeal decision is adverse to the
Claimant, then the written decision shall include the following:
 1.
    
    The specific reason or reasons for the appeal decision.2.
    
    Reference to the specific Agreement provisions on which the
appeal decision is based.3.
    
    A statement that the Claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of, all documents,
records, and other information relevant to the Claimants




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claim for benefits. (Whether a document, record, or other information is
relevant to a claim for benefits shall be determined by reference to 29
C.F.R. § 2560.503-1 (m)(8).)4.
    
    A statement describing any voluntary appeal procedures offered
by the Agreement and the Claimants right to obtain the information about such
procedures.5.
    
    A statement of the Claimants right to bring an action under
Section 502(a) of the Employee Retirement Income Security Act.
 C. Special Appeal Procedure for Disability Claims.For the purpose of any appeal of an
adverse benefit determination regarding a disability benefit, in addition to the procedures
set forth in Section II.B., the following procedures shall also apply:
 1.
    
    The appeal will be conducted by an appropriate named fiduciary
(a Fiduciary) designated by Layne. The Fiduciary will be neither the
individual who denied the claim initially, nor a subordinate of such
individual.2.
    
    In deciding the appeal, the Fiduciary shall not give any
deference to the initial determination that was made concerning the claim.3.
    
    If the initial claim was denied based in whole or in part on a
medical judgment (including a judgment as to whether a particular treatment,
drug, or other item is experimental, investigational, or not medically
necessary or appropriate), then the Fiduciary shall consult with a health care
professional who has appropriate training and experience in the field of
medicine involved in the medical judgment. Any such professional shall be
neither an individual who was consulted in connection with the initial claim,
nor the subordinate of any such individual.4.
    
    If the Fiduciary obtains the advice of medical or vocational
experts in connection with the appeal, then the Fiduciary must identify the
expert(s), without regard to whether the fiduciary relied upon the advice when
deciding the appeal.5.
    
    In the event of an adverse determination on appeal:
 a.
    
    If an internal rule, guideline, protocol, or
other similar criterion was relied upon in making decision on appeal,
then the written decision on appeal shall include either (a) the
specific rule, guideline, protocol, or other similar criterion, or (b)
a statement that such rule, guideline, protocol, or other similar
criterion was relied upon in making the adverse determination and that
a copy of the rule, guideline, protocol, or other similar criterion
will be provided to the Claimant free of charge upon request.b.
    
    If the decision on appeal was based on a
medical necessity or experimental treatment or similar exclusion or
limit, then the written decision on appeal shall include either (a) an
explanation of the scientific or clinical judgment for the
determination, applying the terms of the Agreement to the Claimants
medical circumstances, or (b) a statement that such explanation will be
provided free of charge upon request.c.
    
    The written decision on appeal shall include
the following statement: You and your Agreement may have other
voluntary alternative dispute resolution options, such as mediation.
One way to find out what may be available is to contact your local U.S.
Department of Labor Office and your State insurance regulatory agency.
 III.
    
    Extensions of TimeA. Notice of Extension.If Layne requires an extension of time, Layne shall provide the
Claimant with written or electronic notice of the extension before the first day of the
extension. The notice of the extension shall include:
 1.
    
    An explanation of the circumstances requiring the extension.
These circumstances must be matters beyond the control of the Agreement or
Layne.2.
    
    The date by which Layne expects to render a decision.3.
    
    The standard on which the Claimants entitlement to a benefit
is based.4.
    
    The unresolved issues, if any, that prevent a decision on the
claim or on appeal, and the information needed to resolve those issues. In the
event that such information is needed:
 a.
    
    The Claimant shall have at forty-five (45) days
in which to provide the specified information.b.
    
    The time for determining an initial claim shall
be tolled from the date on which the notice of extension is sent to the
Claimant, until the date on which the Claimant responds to the request
for additional information.
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B. Length of Extension.For purposes of an initial claim not involving disability, no more
than one extension of ninety (90) days shall be allowed. For purposes of an initial claim
involving disability, no more than two extensions of thirty (30) days each shall be allowed.
For purposes of an appeal not involving disability, no more than one extension of sixty
(60) days shall be allowed. For purposes of an appeal involving disability, no more than
one extension of forty-five (45) days shall be allowed.
  3